PE AZ ACE'S CONSORTIUM 230085.PDF

Maricopa County — Formal (2023-02-08)

Extracted text (via ocr_local) 59836 characters

ATTACHMENT C

AGREEMENT

Respondent hereby certifies that Respondent has read, understands, and agrees that acceptance by Maricopa County of the Respondent’s
Offer by the issuance of a Contract or a Purchase Order, will create a binding Contract. Respondent agrees to fully comply with all
terms and conditions as set forth in this solicitation document, the Maricopa County Procurement Code, and amendments thereto,
together with the specifications and other documentary forms herewith made a part of this specific procurement.

BY SIGNING THIS PAGE THE SUBMITTING RESPONDENT CERTIFIES THAT RESPONDENT HAS REVIEWED THE
ADMINISTRATIVE INFORMATION AND STANDARD CONTRACT’S TERMS AND CONDITIONS LOCATED AT
(http:/Awww.maricopa.gov/DocumentCenter/View/6453) AND AGREE TO BE CONTRACTUALLY BOUND TO THEM.

AZ ACEs Consortium 85-0823525.

RESPONDENT (FIRM) SUBMITTING PROPOSAL FEDERAL TAX ID NUMBER DUNS #
Angie Burleson, Executive Director 2

PRINTED NAME AND TITLE AUTHORIZED SIGNATURE

2929 N Central Ave #1550 480-277-3408 /

ADDRESS TELEPHONE FAX #
Phoenix AZ 85012 01.09.2023

CITY STATE ZIP DATE

https://azaces.org information@azaces.org.

WEB SITE EMAIL ADDRESS

MARICOPA COUNTY:

CHAIRMAN, BOARD OF SUPERVISORS DATE

ATTEST:

CLERK OF THE BOARD DATE

APPROVED AS TO FORM:

DEPUTY COUNTY ATTORNEY DATE

SERIAL#: PH RFP 230085

ATTACHMENT A

PRICING AND VENDOR INFORMATION

BIDDER NAME: AZ ACEs Consortium

MARICOPA COUNTY VENDOR REGISTRATION #, IF KNOWN. IF NOT, N/A: VS0000006663

BIDDER ADDRESS: 2929 N Central Ave #1550 Phoenix, AZ 85012

P.O. ADDRESS:

BIDDER PHONE/FAX #:

COMPANY WEB SITE: https://azaces.org

COMPANY CONTACT (REP):___ Angie Burleson

E-MAIL ADDRESS (REP): angiemburleson@gmail.com

PAYMENT TERMS: Net 30

COMPENSATION/FEES: TOTALMOUNT:

TRAINING FOR COMMUNITY BASED ORGANIZATIONS As shown in Attachment B

(As defined herein)

Respondent's signature below indicates understanding and agreement to perform the services outlined in the Request for Proposal
indicated above for the total amounts listed above.

Signature (REQUIRED) Date

01/09/2023

SERIAL#: PH RFP 230085

REQUEST FOR PROPOSAL FOR: TRAINING FOR COMMUNITY BASED

1.0

ORGANIZATIONS

INTENT:

COVID-19 has had a disproportionately negative impact on many Maricopa County residents. It became
evident early in the pandemic that health disparities and lack of health equity created greater challenges to
prevention, mitigation, response, support to navigate care, address social isolation, and emergency response
preparedness. This made many in our community much more vulnerable to the disease, socio-economic
impact, and social isolation that continues to effect recovery for all.

Using CDC Health Disparities Grant funding, the Maricopa County Department of Public Health
(MCDPH), Office of Community Empowerment would like to partner with local and national organizations
to provide health equity training. Maricopa County’s Health Equity Training Series will support knowledge
development and application for internal staff, external partners, and influencers of public health.
Contractors will provide trainings, seminars, workshops, technical assistance, and mentoring to assist staff
and the community to better understand health disparities, address health equity, and implement best
practices for addressing emergent public health issues.

Maricopa County’s Health Equity Training Series will include monthly sessions for subrecipients of the
Health Disparities grant, contracted agencies, and quarterly training for MCDPH staff. Ad-hoc training will
also be offered on a smaller scale to cover topics tailored to specific subrecipients. The goal is to improve
MCDPH and our community’s understanding of health equity and health disparity principles; the intention
is an increased capacity to prevent, mitigate, vaccinate, treat, and aid in recovery from COVID-19 in
addition to ongoing health and societal effects of the disease. Furthermore, the training series will help
participants to better prepare for health emergencies and emergent public health issues in the future.

Themes and topics of trainings, seminars, workshops, technical assistance, and mentoring desired are listed
below. Respondents are invited to respond to one or more of the following:

1.1 Adverse Childhood Experiences; Impact of trauma; Trauma-informed Care
1.2 Introduction to Health Equity; Health Equity Data; Health Disparities
1.3 How to have an Abundance Mindset

1.4 Traditional Leadership and Non-Traditional Leadership including styles of leadership used by
female, indigenous, BIPOC, etc.; Results Based Leadership Training and Adaptive Leadership
1.5 Mental Health First Aid (Adult and Youth)

1.6 Implicit Bias; Subconscious bias

1.7 Health justice, Social justice

1.8 Diversity, Equity, Inclusion (DEI) including workshops for agencies who wish to craft a DEI
statement

1.9 Intersectionality

1.10 Authentic communication; Inclusive communication

1d Foundations of public health practice; Health in All Policies.

1.12 Facilitating difficult conversations

1.13 Coalition building

1.14 Cultural Competency trainings conducted by those with lived experiences including but not
limited to race, ethnicity, religion, country of origin, LGBTQ+, disability, rural/urban

1.15 Collecting Sexual Orientation and Gender Identity (SOGI) data

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1.16 Creating more welcoming and inclusive environments

1.17 Health Equity Zones, Green Zones

1.18 Technology of Participation (ToP)® Facilitation

1.19 Other health equity and Diversity, Equity, Inclusion related topics not listed above

Agencies (Contractors) may apply to deliver individual training themselves, coordinate delivery of
trainings by retaining subject matter experts, or a combination of both. Trainings, seminars, workshops,
technical assistance, and mentoring should be flexible with multiple delivery methods available (ex. in-
person, virtual, hybrid, accessibility, bilingual, etc.) Training methodology can be skill-based training,
informational sessions, or a combination of both. Training may also fall into one of the following
categories but is not mandatory. Contractors should indicate if they can offer any of the services below in
addition to offering individual trainings.

. Train-the-trainer. The Contractor informs and empowers a cohort of MCDPH staff who will be
able to independently train other MCDPH staff and/or community partners.

. Post-session coaching or follow-up. The Contractor provides, as part of the contract, a
predetermined number of coaching, 1-1, or follow up opportunities to support participants.

. Facilitation guide. The Contractor provides guides, tools, or other resources that can guide future

training sessions of similar structure but provided by MCDPH.

* Books, articles, websites, study guides or other tangible products that allow for future self-
learning, but not fully replicating another training experience.

. Handouts or participation guides that provide support and reference to participants but would

not provide significant learning to non-participants.

The selected Contractor(s) shall establish curriculum and materials for topics (selected from above list) and
facilitate trainings. It is expected that the chosen Contractor will work cooperatively with MCDPH
throughout the process and MCDPH shall provide input and approval.

It is the Department’s intent to award an initial sixteen-month contract to run through May 2024. Multiple
contracts with successful candidates shall be awarded and all work assignments shall be on an “as needed”
and “as requested” basis. MCDPH shall identify and prioritize all trainings to be provided as well as negotiate
the individual work assignments from those Contractors issued a contract under this solicitation. Group sizes
may range from 5 - 100 individuals. For any work assignments that are anticipated to cost $10,000 or more,
a Task Order shall be distributed to all approved Contractors prior to a purchase order being issued for the
work assignment. For those work assignments under $10,000, MCDPH reserves the right to award to any
qualified Contractor without the need for additional competition. Services may be requested in-person or
virtual depending on the subject matter and training objectives of the work assignment. Contractors may be
asked to work with other Contractors to complete a single work assignment.

MCDPH reserves the right to award to multiple Contractors and to add additional Contractors, at the
County’s sole discretion, in cases where the currently listed Contractors are of an insufficient number or
skill set to satisfy the County’s needs. MCDPH reserves the right to award to those Contractors most
advantageous to the County.

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2.0

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SCOPE OF WORK:

Contractor shall:

2.1

2.2

2.3

2.5

2.6

Participate in an orientation meeting to understand the goals and objectives of the CDC Health
Disparities Grant, including the deliverables, evaluation, and reporting structure.

Develop curriculum, training agenda, and materials addressing approved topic(s) listed in Section
1.0 Intent

2.2.1. Use MCDPH approved and supplied logos and CDC approved grant language.
2.2.2 Adapt or develop trainings that are 508 ADA compliant

2.2.3 Utilize multiple presentation styles and accommodations for different types of participant-
centered adult learning

2.2.4 — If providing a live training, an e-learning module may be created to supplement the in-
person training and should reflect similar content and learning objectives, with some
allowances due to different modality. Please note, recorded webinars are neither desired
nor considered e-learning modules.

2.2.5 If developing an interactive e-learning module, it is to be created using Articulate 360’s
Storyline using Storyline 360. Upon completion, a copy of the story file shall be provided
to MCDPH.

2.2.6 Group size may range from 5-100 individuals

2.2.7 Submit for MCDPH input/approval

2.2.8 Provide all materials and handouts for participants

Training projected to occur between February 2023 and June 2024

Work with MCDPH staff to coordinate advertisement for all work assignments.
Account for all staff time necessary for a successful work assignment.

Collaborate with MCDPH Health Disparities staff and MCDPH Accreditation team to create
specific workshop evaluation and implement participant tracking system based on Accreditation
guidelines. This will include projected attendees and actual attendees.

MCDPH Shall:

2.7

2.8

Conduct orientation meeting to explain the goals and objectives of the CDC Health Disparities
Grant, including the deliverables, evaluation, and reporting structure.

Coordinate training logistics in partnership with designated Contractor

2.8.1 Manage training calendar including sending out calendar invites at least 30 days in advance
of scheduled training. Virtual events will include a Microsoft Teams link for attendees.

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2.9

2.10

2.11

2.12

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2.8.2 For in-person events: Secure location, logistics, set-up, tear-down, etc. MCDPH staff will
be present on site to welcome attendees, take attendance, and introduce Contractor.
MCDPH staff will remain onsite to answer any questions about MCDPH or Health
Disparities funding.

2.8.3 For virtual events: send out Microsoft Teams link and calendar invite to subrecipients and
community partners. MCDPH staff will be present during training to assist in answering
any questions and monitoring the chat room.

2.8.4 Collaborate with Contractor and MCDPH Accreditation team to create specific workshop
evaluation and implement participant tracking system based on Accreditation guidelines.
This will include projected attendees and actual attendees.

2.8.5 Advertise workshop to subrecipients, community partners and MCDPH staff

Compensate Contractor an agreed upon rate, subject to negotiation, based upon the number of
participants trained taking into consideration the Contractor’s budget for each training proposed.
Contractors should create a proposed training budget for each training listed in their proposal in
accordance with Attachment B, Budget Template. Overall training costs should be inclusive of all
duties and calculated as a flat rate for 10 participants. This is the rate MCDPH shall use (adjusted
to match the number of anticipated participants) to calculate the expected total cost of each
training/work assignment when determining if a Task Order shall be issued. Any deviations from
the proposed rates shall be fully documented and agreed upon in writing prior to the actual training
taking place and/or the payment being issued.

The following expenses are unallowable and should not be included in proposed budget:

2.10.1 Any type of food or beverage, including bottled water

2.10.2 Any type of gift card, stipend, lottery ticket, or any other type of cash incentive
2.10.3 Any type of alcohol or tobacco products, including vape materials

2.10.4 Vehicles or vehicle maintenance fees

2.10.5 Capital Assets such as property

Additional Requirements — the following requirements may or not be applicable to specific work
assignments:
2.11.1 Project Management
2.11.1.1 Hire and manage all proposed staffing as well as any subcontractors as may be
required,
2.11.1.2 Perform background checks, credentialing, and fingerprinting as needed or as may
be required.
2.11.1.3 Verify, maintain, and keep current all appropriate staff/subcontractor trainings
and required licensing as may be required by their profession and/or license.

Task Order Process -

2.12.1 For those work assignments expected to cost $10,000 or less, MCDPH reserves the right
to award to any pre-qualified Contractor on the list without the need for further
competition or completion of a Task Order. Each work assignment may be negotiated
individually taking into consideration the following factors which may include, but are
not limited to, Contractor’s total cost per training, the number of individuals requiring
training, the current availability and/or capacity of the Contractors, and/or the urgency in

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which the services are to be provided. All factors taken into consideration to determine
both the Contractor and the total amount to be paid for a work assignment shall be fully
documented.

2.12.2 For all work assignments anticipated to exceed $10,000, MCDPH shall issue a Task Order
(via email) to all pre-qualified Contractors issued a contract under this solicitation.
Contractors shall have a minimum of three days to respond with a proposed work plan,
staffing model, and total price including any assumptions. All responses shall be reviewed
and those Contractor(s) that are deemed to be the most advantageous shall be awarded the
Task Order.

2.12.3 Inclusion on this contract as a pre-qualified Contractor does not guarantee assignment of
any work assignment or Task order.

Other Services -

MCDPH is aware that there may be other related services not included above that may be useful to
the County. In your proposal, you are invited to explain such services and your firm’s qualifications
for such. Include these additional services and their corresponding hourly rates in your proposal.

PROCUREMENT REQUIREMENTS:

3.1

3.2

3.3

PERFORMANCE:

It shall be the Contractor’s responsibility to meet the proposed performance requirements. Maricopa
County reserves the right to obtain services on the open market in the event the Contractor fails to
perform, and any price differential will be charged against the Contractor.

CONTRACTOR EMPLOYEE MANAGEMENT:

3.2.1 Contractor shall endeavor to maintain the personnel proposed in their proposal
throughout the performance of this Contract. In the event that Contractor personnel’s
employment status changes, Contractor shall provide County a list of proposed
candidates with equivalent experience. Under no circumstances is it acceptable for the
implementation schedule to be impacted by a personnel change on the part of the
Contractor.

3.2.2 Contractor shall not reassign any key personnel without the express consent of the
County.

3.2.3. County reserves the right to immediately remove from its premises any Contractor
personnel it determines is a risk to County operations.

3.2.4 County reserves the right to request the replacement of Contractor personnel at any time,
for any reason.

INVOICES AND PAYMENTS:

3.3.1 The Contractor shall submit at least one (1) legible copy of their detailed invoice before
payment(s) can be made. Incomplete invoices will not be processed. At a minimum, the
invoice must provide the following information:

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3.4

3:5.

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. Company name, address, and contact

. County bill-to name and contact information
. Contract Serial Number

. County purchase order number

. Invoice number and date

- Payment terms

. Date of service or delivery

. Description of Purchase (product or services)
. Pricing per unit of purchase

. Extended price

. Total Amount Due

3.3.2 Problems regarding billing or invoicing shall be directed to the Department as listed on the
Purchase Order.

3.3.3 Payment shall only be made to the Contractor by Accounts Payable through the Maricopa
County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT)
process. After Contract Award the Contractor shall complete the Vendor Registration
Form located on the County Department of Finance Vendor Registration Web Site
https://azdom-vss-ext.hostams.com/PRDVSS2X 1/Advantage4

3.3.4 Discounts offered in the contract shall be calculated based on the date a properly completed
invoice is received by the County.

3.3.5 EFT payments to the routing and account numbers designated by the Contractor will
include the details on the specific invoices that the payment covers. The Contractor is
required to discuss remittance delivery capabilities with their designated financial
institution for access to those details.

APPLICABLE TAXES:

3.4.1. Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any
installation labor on items that are not attached to real property performed by Contractor
under the terms of this Contract, the installation labor cost and the gross receipts for
materials provided shall be listed separately on the Contractor’s invoices.

3.4.2 State and Local Transaction Privilege Taxes: To the extent any State and local transaction
privilege taxes apply to sales made under the terms of this contract it is the responsibility
of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of
authority.

3.4.3. Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and
local taxes applicable to its operation and any persons employed by the Contractor.
Contractor shall require all subcontractors to hold Maricopa County harmless from any
responsibility for taxes, damages and interest, if applicable, contributions required under
Federal, and/or State and local laws and regulations, and any other costs including
transaction privilege taxes, unemployment compensation insurance, Social Security, and
Worker’s Compensation.

TAX (SERVICES):

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3.6

3.7

3.8

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No tax shall be invoiced or paid against Contractor’s labor. It is the responsibility of the Contractor
to determine any and all applicable taxes and include the cost in the proposal price.

POST AWARD MEETING:

The Contractor may be required to attend a post-award meeting with the Department to discuss the
terms and conditions of this Contract. This meeting will be coordinated by the Procurement Officer of
the Contract or the Program Manager or other designee as appropriate.

CONFIDENTIALITY:

In the course of the solicitation process, the County may disclose information that is proprietary or
confidential. By submitting a proposal to the solicitation, the offeror agrees that, except as necessary
to prepare a response to this solicitation, neither it nor its agents or employees will communicate,
divulge, or disseminate to any third party-persons or entities, any information that is disclosed to it
by the County during the course of these discussions without the express written authorization of
the County. If the offeror does disclose County proprietary or confidential information to a third
party in preparing a response to this solicitation, it shall require the third party to acknowledge and
comply with this provision.

PUBLIC RECORDS:

Under Arizona law, all Offers submitted and opened are public records and must be retained by the
Records Manager at the Office of Procurement Services. Offers shall be open to public inspection
and copying after Contract award and execution, except for such Offers or sections thereof
determined to contain proprietary or confidential information by the Office of Procurement Services.
If an Offeror believes that information in its Offer or any resulting Contract should not be released
in response to a public record request under Arizona law, the Offeror shall indicate the specific
information deemed confidential or proprietary and submit a statement with its offer detailing the
reasons that the information should not be disclosed. Such reasons shall include the specific harm
or prejudice which may arise from disclosure. The Records Manager of the Office of Procurement
Services shall determine whether the identified information is confidential pursuant to the Maricopa
County Procurement Code.

INFLUENCE:

As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to influence an
employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct,
may be grounds for Disbarment or Suspension under MC1-902.

An attempt to influence includes, but is not limited to:

3.9.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment
or educational passes or tickets, or any type of valuable contribution or subsidy,

3.9.2 That is offered or given with the intent to influence a decision, obtain a contract, garner
favorable treatment, or gain favorable consideration of any kind.

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Ifa Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement
Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County
Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract.
ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY COUNTY
PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT SERVICES, IS ALLOWED
DURING THE SOLICITATION PROCESS UNLESS THE COMMUNICATION IS IN REGARD
TO PRE-EXISTING BUSINESS WITH THE COUNTY. ANY COMMUNICATIONS
REGARDING THE SOLICITATION, ITS PARTICIPANTS OR ANY DOCUMENTATION
PRIOR TO THE CONTRACT AWARD MAY BE GROUNDS FOR DISMISSAL OF THE
RESPONDENT FROM THE EVALUATION PROCESS.

4.0 CONTRACTUAL AND SPECIAL TERMS & CONDITIONS:

4.2

CONTRACT TERM:

4.1.1 This Contract shall be for a term of sixteen (16) months, beginning on the 1* day of
February 2023 and ending the 31S day of May 2024.

4.1.2 The County may, at its option and with the agreement of the Contractor, renew the term of
this Contract for additional terms up to a maximum of three (3) additional years, (or at the
County’s sole discretion, extend the contract on a month-to-month bases for a maximum
of six (6) months after expiration). The County shall notify the Contractor in writing of its
intent to extend the Contract term at least sixty (60) calendar days prior to the expiration
of the original contract term, or any additional term thereafter.

AVAILABILITY OF FUNDS:

4.2.1 The provisions of this Contract relating to payment for services shall become effective
when funds assigned for the purpose of compensating the Contractor as herein provided
are available to County for disbursement. The County shall be the sole judge and authority
in determining the availability of funds under this Contract. County shall keep the
Contractor fully informed as to the availability of funds.

4.2.2 If any action is taken by, any. State agency, Federal department, or any other agency or
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in
connection with, this Contract, County may amend, suspend, decrease, or terminate its
obligations under, or in connection with, this Contract. In the event of termination, County
shall be liable for payment only for services rendered prior to the effective date of the
termination, provided that such services are performed in accordance with the provisions
of this Contract. County shall give written notice of the effective date of any suspension,
amendment, or termination under this Section, at least ten (10) days in advance.

INDEMNIFICATION:

To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are
not covered and paid by insurance purchased by the Contractor, the Contractor shall defend
indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers,
directors, officials, and employees from and against all claims, damages, losses, and expenses
(including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and
attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the
negligent acts, errors, omissions, or mistakes relating to the performance of this Contract.

Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives,
agents, officers, directors, officials, and employees shall arise in connection with any claim, damage,

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loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to, impairment
of, or destruction of tangible property, including loss of use resulting there from, caused by negligent
acts, errors, omissions, or mistakes in the performance of this Contract, but only to the extent caused
by the negligent acts or omissions of the Contractor, a subcontractor, any one directly or indirectly
employed by them, or anyone for whose acts they may be liable, regardless of whether or not such
claim, damage, loss, or expense is caused in part by a party indemnified hereunder.

The amount and type of insurance coverage requirements set forth herein will in no way be construed
as limiting the scope of the indemnity in this paragraph.

The scope of this indemnification does not extend to the sole negligence of County.

INSURANCE:

4.4.1

4.4.2

4.4.3

44.4

44.5

4.4.6

4.4.7

4.4.8

Contractor, at Contractor’s own expense, shall purchase and maintain the herein stipulated
minimum insurance from a company or companies duly licensed by the State of Arizona
and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing,
the stipulated insurance may be purchased from a company or companies, which are
authorized to do business in the State of Arizona, provided that said insurance companies
meet the approval of County. The form of any insurance policies and forms must be
acceptable to County.

All insurance required herein shall be maintained in full force and effect until all work or
service required to be performed under the terms of the Contract is satisfactorily completed
and formally accepted. Failure to do so may, at the sole discretion of County, constitute a
material breach of this Contract.

Contractor’s insurance shall be primary insurance as respects County, and any insurance
or self-insurance maintained by County shall not contribute to it.

Any failure to comply with the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect the County’s right to coverage
afforded under the insurance policies.

The insurance policies may provide coverage that contains deductibles or self-insured
retentions. Such deductible and/or self-insured retentions shall not be applicable with
respect to the coverage provided to County under such policies. Contractor shall be solely
responsible for the deductible and/or self-insured retention and County, at its option, may
require Contractor to secure payment of such deductibles or self-insured retentions by a
surety bond or an irrevocable and unconditional letter of credit.

The insurance policies required by this Contract, except Workers’ Compensation and
Errors and Omissions, shall name County, its agents, representatives, officers, directors,
officials and employees as Additional Insureds.

The policies required hereunder, except Workers’ Compensation and Errors and
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against
County, its agents, representatives, officers, directors, officials and employees for any
claims arising out of Contractor’s work or service.

Commercial General Liability:

Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000
Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The
policy shall include coverage for premises liability, bodily injury, broad form property
damage, personal injury, products and completed operations and blanket contractual
coverage, and shall not contain any provisions which would serve to limit third party action

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over claims. There shall be no endorsement or modifications of the CGL limiting the scope
of coverage for liability arising from explosion, collapse, or underground property damage.

4.4.9 Automobile Liability:

Commercial/Business Automobile Liability insurance and, if necessary, Commercial
Umbrella insurance with a combined single limit for bodily injury and property damage of
not less than $2,000,000 each occurrence with respect to any of the Contractor’s owned,
hired, and non-owned vehicles assigned to or used in performance of the Contractor’s work
or services or use or maintenance of the premises under this Contract.

4.4.10 Workers’ Compensation:

Workers’ Compensation insurance to cover obligations imposed by Federal and State
statutes having jurisdiction of Contractor’s employees engaged in the performance of the
work or services under this Contract; and Employer’s Liability insurance of not less than
$1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000
disease policy limit.

Contractor, its contractors and its subcontractors waive all rights against Contract and its
agents, officers, directors and employees for recovery of damages to the extent these
damages are covered by the Workers’ Compensation and Employer’s Liability, or
commercial umbrella liability insurance obtained by Contractor, its contractors and its
subcontractors pursuant to this Contract.

44.11 Certificates of Insurance:

4.4.11.1 Prior to Contract award, Contractor shall furnish the County with valid and
complete certificates of insurance, or formal endorsements as required by the
Contract in the form provided by the County, issued by Contractor’s insurer(s), as
evidence that policies providing the required coverage, conditions and limits
required by this Contract are in full force and effect. Such certificates shall
identify this contract number and title.

4.4.11.2 In the event any insurance policy(ies) required by this Contract is(are) written on
a claims made basis, coverage shall extend for two years past completion and
acceptance of Contractor’s work or services and as evidenced by annual
Certificates of Insurance.

4.4.11.3 Ifa policy does expire during the life of the Contract, a renewal certificate must
be sent to County fifteen (15) calendar days prior to the expiration date.

4.4.12 Cancellation and Expiration Notice:

Applicable to all insurance policies required within the Insurance Requirements of this
Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be
canceled, or be materially changed for any reason without thirty (30) days prior written
notice to Maricopa County. Contractor must provide to Maricopa County, within two (2)
business days of receipt, if they receive notice of a policy that has been or will be
suspended, canceled, materially changed for any reason, has expired, or will be
expiring. Such notice shall be sent directly to Maricopa County Office of Procurement
Services and shall be mailed, or hand delivered, to 4041 N. Central Avenue, #1400,
Phoenix, AZ 85012 or emailed to the Procurement Officer noted in the solicitation.

4.5 FORCE MAJEURE:

4.5.1 Neither party shall be liable for failure of performance, nor incur any liability to the other
party on account of any loss or damage resulting from any delay or failure to perform all
or any part of this Contract if such delay or failure is caused by events, occurrences, or

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causes beyond the reasonable control and without negligence of the parties. Such events,
occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake,
storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities
(whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military
or usurped power or confiscation, terrorist activities, nationalization, government sanction,
lockout, blockage, embargo, labor dispute, strike, interruption or failure of electricity or
telecommunication service.

4.5.2 Each party, as applicable, shall give the other party notice of its inability to perform and
particulars in reasonable detail of the cause of the inability. Each party must use best
efforts to remedy the situation and remove, as soon as practicable, the cause of its inability
to perform or comply.

4.5.3. The party asserting Force Majeure as a cause for non-performance shall have the burden
of proving that reasonable steps were taken to minimize delay or damages caused by
foreseeable events, that all non-excused obligations were substantially fulfilled, and that
the other party was timely notified of the likelihood or actual occurrence which would
justify such an assertion, so that other prudent precautions could be contemplated.

WARRANTY OF SERVICES:

4.6.1 The Contractor warrants that all services provided hereunder will conform to the
requirements of the Contract, including all descriptions, specifications and attachments
made a part of this Contract. County’s acceptance of services or goods provided by the
Contractor shall not relieve the Contractor from its obligations under this warranty.

4.6.2 In addition to its other remedies, County may, at the Contractor's expense, require prompt
correction of any services failing to meet the Contractor's warranty herein. Services
corrected by the Contractor shall be subject to all the provisions of this Contract in the
manner and to the same extent as services originally furnished hereunder.

SUSPENSION OF WORK:

The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or
any part of the work of this contract for the period of time that the Procurement Officer determines
appropriate for the convenience of the County. No adjustment shall be made under this clause for
any suspension, delay, or interruption to the extent that performance would have been so suspended,
delayed, or interrupted by any other cause, including the fault or negligence of the Contractor. No
request for adjustment under this clause shall be granted unless the claim, in an amount stated, is
asserted in writing as soon as practicable after the termination of the suspension, delay, or
interruption, but not later than the date of final payment under the Contract.

STOP WORK ORDER:

The Procurement Officer may, at any time, by written order to the Contractor, require the Contractor
to stop all, or any part, of the work called for by this contract for a period of ninety (90) calendar
days after the order is delivered to the Contractor, and for any further period to which the parties
may agree. The order shall be specifically identified as a stop work order issued under this clause.
Upon receipt of the order, the Contractor shall immediately comply with its terms and take all
reasonable steps to minimize the incurrence of costs allocable to the work covered by the order
during the period of work stoppage. Within a period of 90 calendar days after a stop-work is
delivered to the Contractor, or within any extension of that period to which the parties shall have
agreed, the Procurement Officer shall either:

4.8.1 Cancel the stop work order; or

4.8.2 Terminate the work covered by the order as provided in the Default, or the Termination for
Convenience clause of this Contract.

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4.8.3 The Procurement Officer may make an equitable adjustment in the delivery schedule
and/or Contract price, or otherwise, and the Contract shall be modified, in writing,
accordingly, if the Contractor demonstrates that the stop work order resulted in an increase
in costs to the Contractor.

TERMINATION FOR CONVENIENCE:

Maricopa County may terminate the Contract for convenience by providing thirty (30) calendar days
advance notice to the Contractor.

TERMINATION FOR DEFAULT:

The County may, by written notice of default to the Contractor, terminate this Contract in whole or
in part if the Contractor fails to:

4.10.1 Deliver the supplies or to perform the services within the time specified in this Contract or
any extension;

4.10.2 Make progress, so as to endanger performance of this Contract; or
4.10.3 Perform any of the other provisions of this Contract.

The County’s right to terminate this contract under these subparagraphs may be exercised if the
Contractor does not cure such failure within ten (10) business days (or more if authorized in writing
by the County) after receipt of the notice from the Procurement Officer specifying the failure.

STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:

Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without
penalty or further obligation within three years after execution of the Contract, if any person
significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf
of the County is at any time while the Contract or any extension of the Contract is in effect, an
employee or agent of any other party to the Contract in any capacity or consultant to any other party
of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to A.R.S
§ 38-511 the County may recoup any fee or commission paid or due to any person significantly
involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the County
from any other party to the Contract arising as the result of the Contract.

WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01:

If Contractor engages in for-profit activity and has 10 or more employees, and if this agreement has
a value of $100,000 or more, Contractor certifies it is not currently engaged in, and agrees for the
duration of this agreement to not engage in, a boycott of goods or services from Israel. This
certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued
pursuant to 50 U.S.C. § 4842.

WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-394:

Contractor warrants and certifies that it does not currently, and agrees for the duration of the
Agreement, that it will not use:

1. the forced labor of ethnic Uyghurs in the People's Republic of China,

2. any goods or services produced by the forced labor of ethnic Uyghurs in the People's
Republic of China,

3. any contractors, subcontractors or suppliers that use the forced labor or any goods or
services produced by the forced labor of ethnic Uyghurs in the People's Republic of
China.

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4.15

4.16

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If Contractor becomes aware during the term of this Agreement that the Contractor is not in
compliance with this paragraph, Contractor shall notify the County within five business days after
becoming aware of the noncompliance. If the Contractor fails to provide a written certification to
the County that the Contractor has remedied the noncompliance within 180 days after notifying
the County of its noncompliance, then the agreement terminates, except that if the agreement
termination date occurs before the end of the 180-day period, the agreement terminates on the
agreement termination date.

CONTRACTOR LICENSE REQUIREMENT:

The Contractor shall procure all permits, insurance, licenses and pay the charges and fees necessary
and incidental to the lawful conduct of his/her business, and as necessary complete any required
certification requirements, required by any and all governmental or non-governmental entities as
mandated to maintain compliance with and in good standing for all permits and/or licenses. The
Contractor shall keep fully informed of existing and future trade or industry requirements, Federal,
State and Local laws, ordinances, and regulations which in any manner affect the fulfillment of a
Contract and shall comply with the same. Contractor shall immediately notify both Office of
Procurement Services and the Department of all changes concerning permits, insurance, or licenses.

SUBCONTRACTING:

4.15.1 The Contractor may not assign to another contractor or subcontract to another party for
performance of the terms and conditions hereof without the written consent of the County.
All correspondence authorizing subcontracting must reference the Contract Number and
identify the job project.

4.15.2 The Subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as
bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates,
or the County has approved the increase. The Subcontractor’s invoice shall be invoiced
directly to the Prime Contractor, who in turn shall pass-through the costs to the County,
without mark-up. A copy of the Subcontractor’s invoice must accompany the Prime
Contractor’s invoice.

AMENDMENTS:

All amendments to this Contract shall be in writing and approved/signed by both parties. The
designated Procurement Officer shall be responsible for approving all amendments for Maricopa
County.

ADDITIONS/DELETIONS OF REQUIREMENTS:

The County reserves the right to add and/or delete materials and services to a Contract. Ifa service
requirement is deleted, payment to the Contractor will be reduced proportionately to the amount of
service reduced in accordance with the bid price. If additional materials or services are required
from a Contract, prices for such additions will be negotiated between the Contractor and the County.
STRICT COMPLIANCE:

Acceptance by County of a performance that is not in strict compliance with the terms of the

Contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of
the Contract.

VALIDITY:

The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of the Contract.

SEVERABILITY:

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The removal, in whole or in part, of any provision of this Contract shall not void or affect the validity
of any other provision of this Contract.

RIGHTS IN DATA:

The County shall have the use of data and reports resulting from a Contract without additional cost
or other restriction except as may be established by law or applicable regulation. Each Party shall
supply to the other Party, upon request, any available information that is relevant to a Contract and
to the performance thereunder.

NON-DISCRIMINATION:

Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-
09 including flow down of all provisions and requirements to any subcontractors. Executive Order
2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and
downloaded at the Arizona State Library Research website
(http://azmemory.azlibrary.gov/cdin/singleitem/collection/execorders/id/680/rec/1) which is
hereby incorporated into this contract as if set forth in full herein. During the performance of this
Contract, Contractor shall not discriminate against any employee, client, or any other individual in
any way because of that person’s age, race, creed, color, religion, sex, disability, or national origin.

CERTIFICATION REGARDING DEBARMENT AND SUSPENSION:

4.23.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the
best of his or her knowledge and belief that the Contractor, it’s current officers and
directors;

4.23.1.1 are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from being awarded any contract or grant by
any United States Department or Agency or any state, or local jurisdiction;

4.23.1.2 have not within three (3) year period preceding this Contract;

4.23.1.2.1 been convicted of fraud or any criminal offense in connection with
obtaining, attempting to obtain, or as the result of performing a
government entity (Federal, State, or local) transaction or contract; and

4.23.1.2.2 been convicted of violation of any Federal or State antitrust statues or
conviction for embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stolen
property regarding a government entity transaction or contract;

4.23.1.2.3 are not presently indicted or criminally charged by a government
entity (Federal, State or local) with commission of any criminal
offenses in connection with obtaining, attempting to obtain, or as the
result of performing a government entity public (Federal, State or
local) transaction or contract; and are not presently facing any civil
charges from any governmental entity regarding obtaining, attempting
to obtain, or from performing any governmental entity contract or
other transaction; and have not within a three (3) year period preceding
this Contract had any public transaction (Federal, State or local)
terminated for cause or default.

4.23.1.3 If any of the above circumstances described in the paragraph are applicable to the

entity submitting a bid for this requirement, include with your bid an explanation
of the matter including any final resolution.

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4.23.2 The Contractor shall include, without modification, this clause in all lower tier covered
transactions (i.e., transactions with Subcontractors) and in all solicitations for lower tier
covered transactions related to this Contract.

VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS:

4.24.1 By entering into the Contract, the Contractor warrants compliance with the Immigration and
Nationality Act (INA using E-verify) and all other Federal immigration laws and regulations
related to the immigration status of its employees and A.R.S. §23-214(A). The Contractor
shall obtain statements from its subcontractors certifying compliance and shall furnish the
statements to the Procurement Officer upon request. These warranties shall remain in effect
through the term of the Contract. The Contractor and its subcontractors shall also maintain
Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and
Control Act of 1986, as amended from time to time, for all employees performing work under
the Contract and verify employee compliance using the E-verify system and shall keep a
record of the verification for the duration of the employee’s employment or at least three (3)
years, whichever is longer. I-9 forms are available for download at USCIS.GOV.

4.24.2 ~The County retains the legal right to inspect Contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph 4.24.1
of this Section. Contractor and subcontractor shall be given reasonable notice of the County’s
intent to inspect and shall make the documents available at the time and date specified.
Should the County suspect or find that the Contractor or any of its subcontractors are not in
compliance, the County will consider this a material breach of the Contract and may pursue
any and all remedies allowed by law, including, but not limited to; suspension of work,
termination of the Contract for default, and suspension and/or debarment of the Contractor.
All costs necessary to verify compliance are the responsibility of the Contractor.

INFLUENCE:

As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to influence an
employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct
may be grounds for Disbarment or Suspension under MC1-902.

An attempt to influence includes, but is not limited to:

4.25.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment
or educational passes or tickets, or any type of valuable contribution or subsidy,

4.25.2 That is offered or given with the intent to influence a decision, obtain a contract, garner
favorable treatment, or gain favorable consideration of any kind.

CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO
INFORM EMPLOYEES OF WHISTLERBLOWER RIGHTS:

4.26.1 The Parties agree that this Contract and employees working on this Contract will be subject
to the whistleblower rights and remedies in the pilot program on Contractor employee
whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the National
Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112-239) and section 3.908 of
the Federal Acquisition Regulation.

4.26.2 Contractor shall inform its employees in writing, in the predominant language of the
workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as
described in section 3.908 of the Federal Acquisition Regulation. Documentation of such

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employee notification must be kept on file by Contractor and copies provided to County
upon request.

4.26.3 Contractor shall insert the substance of this clause, including this paragraph, in all
subcontracts over the simplified acquisition threshold ($150,000 as of September 2013).

UNIFORM ADMINISTRATIVE REQUIREMENTS:

By entering into this Contract, Contractor agrees to comply with all applicable provisions of Title
2, Subtitle A, Chapter II, PART 200—-UNIFORM ADMINISTRATIVE REQUIREMENTS, COST
PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2
C.F.R. § 200 et seq.

ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW:

4.28.1 In accordance with section MC1-371 of the Maricopa County Procurement Code the
Contractor agrees to retain (physical or digital copies of) all books, records, accounts,
statements, reports, files, and other records and back-up documentation relevant to this
Contract for six (6) years after final payment or until after the resolution of any audit
questions which could be more than six (6) years, whichever is latest. The County, Federal
or State auditors and any other persons duly authorized by the Department shall have full
access to, and the right to examine, copy and make use of, any and all said materials.

4.28.2 If the Contractor’s books, records, accounts, statements, reports, files, and other records
and back-up documentation relevant to this Contract are not sufficient to support and
document that requested services were provided, the Contractor shall reimburse Maricopa
County for the services not so adequately supported and documented.

AUDIT DISALLOWANCES:

If at any time it is determined by the County that a cost for which payment has been made is a
disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course
of action to address the disallowance shall be at sole discretion of the County, and may include
either an adjustment to future invoices, request for credit, request for a check or a deduction from
current invoices submitted by the Contractor equal to the amount of the disallowance, or to require
reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to
Maricopa County.

OFFSET FOR DAMAGES:

In addition to all other remedies at Law or Equity, the County may offset from any money due to
the Contractor any amounts Contractor owes to the County for damages resulting from breach or
deficiencies in performance of the Contract.

CONFIDENTIAL INFORMATION:

Any information obtained in the course of performing this Contract may include information that is
proprietary or confidential to the County. This provision establishes the Contractor’s obligation
regarding such information.

The Contractor shall establish and maintain procedures and controls that are adequate to assure that
no information contained in its records and/or obtained from the County or from others in carrying
out its functions (services) under the Contract shall be used by or disclosed by it, its agents, officers,
or employees, except as required to efficiently perform duties under the Contract. The Contractor’s
procedures and controls at a minimum must be the same procedures and controls it uses to protect
its own proprietary or confidential information. If, at any time during the duration of the Contract,
the County determines that the procedures and controls in place are not adequate, the Contractor

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shall institute any new and/or additional measures requested by the County within fifteen (15)
calendar days of the written request to do so.

Any requests to the Contractor for County proprietary or confidential information shall be referred
to the County for review and approval, prior to any dissemination.

PUBLIC RECORDS:

INTEGRATION:

This Contract represents the entire and integrated agreement between the parties and supersedes all
prior negotiations, proposals, communications, understandings, representations, or agreements,
whether oral or written, express or implied.

RELATIONSHIPS:

4.34.1 In the performance of the services described herein, the Contractor shall act solely as an
Independent Contractor or Subrecipient, and nothing herein or implied herein shall at any
time be construed as to create the relationship of employer and employee, co-employee,
partnership, principal and agent, or joint venture between the County and the Contractor.

4.34.2 For Task Order contracts: The County reserves the right of final approval on proposed staff
for all services performed. Also, upon request by the County, the Contractor shall be
required to remove any employees working on County projects and substitute personnel
based on the discretion of the County within two (2) business days, unless previously
approved by the County.

GOVERNING LAW:

This Contract shall be governed by the laws of the State of Arizona. Venue for any actions or
lawsuits involving this Contract will be in Maricopa County Superior Court, Phoenix, Arizona.

ORDER OF PRECEDENCE:

In the event of a conflict in the provisions of this Contract and Contractor’s proposed initial or best
and final response to the solicitation, the terms of this Contract shall prevail.

INSTRUCTIONS TO RESPONDENTS: (Please note that this Section does not become part

of any resultant contract.)

Proposers are solely responsible for submitting proposals, and any modifications or withdrawals, to be
received at the time and designated location required by the solicitation (RFP, or any other solicitation

notice).

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Any proposal, modification, or withdrawal received after the designated time is “late” and will be rejected
and shall not be evaluated per Paragraph MC1-320 of the Maricopa County Procurement Code.

5.1

5.2

5:3

SCHEDULE OF EVENTS:

Request for Proposals Issued: December 9, 2022

Deadline for written questions is 2:00 P.M. Phoenix Time (M.S.T.), December 27, 2022. All
questions and answers shall be posted to (https:/Avww.periscopeholdings.com/s2g) under the
Q&A’s tab for the solicitation and must be received by the end of business, 2:00 PM Phoenix time
(MS.T.)

Proposals Opening Date: January 9, 2023

Deadline for submission of proposals is 2:00 P.M., Phoenix Time (MLS.T.), on January 9, 2023.
All proposals must be received before 2:00 P.M., Phoenix Time (M.S.T.), on the date above via
https:/Avww.periscopeholdings.com/s2g

Proposed selection and negotiation: January 9 — January 13, 2023
Proposed Best & Final (if required) January 13 — January 20, 2023
Proposed award of Contract: February 1, 2023

All responses to this Request for Proposal become the property of Maricopa County and (other than
pricing) will be held confidential, to the extent permissible by law. The County will not be held
accountable if material from proposal responses is obtained without the written consent of the
Respondent by parties other than the County.

INQUIRIES AND NOTICES:

All inquiries concerning information herein shall be addressed to:
Maricopa County Department of Public Health

Attn: Procurement

4041 N. Central Avenue, #1400

Phoenix, AZ 85012

Administrative telephone inquiries shall be addressed to:

Chery] Bucalo, Purchasing & Contracts Supervisor, 602 506-6886
Chery].Bucalo@Maricopa.gov

Inquiries may be submitted by telephone but must be followed up in writing. No oral
communication is binding on Maricopa County.

INSTRUCTIONS FOR PREPARING AND SUBMITTING PROPOSALS:

Respondents shall submit their proposals electronically via Periscope S2G/BidSync in accordance
with Section 5.5 as follows:

5.3.1 Respondents shall upload their response in one single document as a PDF or Word file.

5.3.2 In the event that the Respondent would like to request that certain sections be held
confidential, they need to identify which portion(s) both clearly and listed separately.

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