DESERT MISSION SNAP-ED RFP CONTRACT 180157.PDF
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CONTRACT PURSUANT TO PH RFP 171202 CONTRACT #: MA D860 180157 This Contract is entered into this 1st day of October, 2017 by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and Desert Mission, Inc. (“Contractor”) for the purchase of Supplemental Nutrition Assistance Program – Education (SNAP-Ed) services. 1.0 CONTRACT TERM: 1.1 This Contract is for a term of one (1) year, beginning on the 1st day of October, 2017 and ending the 30th day of September, 2018. 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 five (5) years, (or at the County’s sole discretion, extend the contract on a month-to-month basis 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 thirty (30) calendar days prior to the expiration of the original contract term, or any additional term thereafter. 2.0 FEE ADJUSTMENTS: Any request for a fee adjustment must be submitted thirty (30) days prior to the current Contract expiration date. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. If County agrees to the adjusted fee, County shall issue written approval of the change. The reasonableness of the request will be determined by comparing the request with the (Consumer Price Index) or by performing a market survey. 3.0 PAYMENTS: 3.1 As consideration for performance of the duties described herein, County shall pay Contractor the sum(s) stated in Exhibit “A.” 3.2 Payment shall be made upon the County’s receipt of a properly completed invoice. 3.3 INVOICES: 3.3.1 The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s) can be made. At a minimum, the invoice must provide the following information: Company name, address and contact County bill-to name and contact information Contract serial number County purchase order number Invoice number and date Page 1 of 20 CONTRACT #: MA D860 180157 Payment terms Date of service or delivery Quantity Contract Item number(s) Description of service provided Pricing per unit of service Extended price Total Amount Due 3.3.2 Problems regarding billing or invoicing shall be directed to the County as listed on the Purchase Order. 3.3.3 Payment shall 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 (http://www.maricopa.gov/Finance/Vendors.aspx) 3.3.4 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. 3.4 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: Maricopa County is subject to all applicable 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, and 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. 3.5 TAX: (SERVICES) No tax shall be levied against labor. It is the responsibility of the Contractor to determine any and all taxes and include the same in proposal price. 4.0 AVAILABILITY OF FUNDS: 4.1 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 actually 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. Page 2 of 20 CONTRACT #: MA D860 180157 4.2 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. 5.0 DUTIES: 5.1 The Contractor shall perform all duties stated in Exhibit “B”, or as otherwise directed in writing by the Procurement Officer. 5.2 During the Contract term, County shall provide Contractor’s personnel with adequate workspace for consultants and such other related facilities as may be required by Contractor to carry out its contractual obligations. 6.0 TERMS and CONDITIONS: 6.1 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, 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. Each Party (as "indemnitor") agrees to indemnify, defend, and hold harmless the other Party (as "indemnitee") from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as "claims") arising out of the negligent performance of this Agreement, but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee are caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or volunteers. 6.2 INSURANCE. Contractor, its contractors and subcontractors at Contractor’s or its contractors’ and subcontractors’ 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 Page 3 of 20 CONTRACT #: MA D860 180157 current A.M. Best, Inc. rating of B++ 6. 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 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-insurance retentions. Such deductible and/or self-insurance 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-insurance retention and County, at its option, may require Contractor to secure payment of such deductibles or self-insurance retentions by a surety bond or an irrevocable and unconditional letter of credit. County reserves the right to request and to receive, within 10 business days, certified copies of any or all of the herein required insurance policies and/or endorsements. County shall not be obligated, however, to review such policies and/or endorsements or to advise Contractor of any deficiencies in such policies and endorsements, and such receipt shall not relieve Contractor from, or be deemed a waiver of, County’s right to insist on strict fulfillment of Contractor’s obligations under this Contract. Contractor and its contractors’ and subcontractors’ insurance policies required by this Contract, except Workers’ Compensation, shall name County, its agents, representatives, officers, directors, officials and employees as Additional Insureds. Contractor and its contractors’ and subcontractors’ insurance policies required hereunder, except Workers’ Compensation, 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. 6.2.1 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 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. 6.2.2 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 $1,000,000 each occurrence with respect to any of the Lessee’s owned, hired, and non-owned vehicles assigned to or used in performance of the Lessee’s work or services or use or maintenance of the Premises under this Lease. 6.2.3 Workers’ Compensation. Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of Lessee’s employees engaged in the performance of the work or services under this Lease; 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. Lessee, its contractors and its subcontractors waive all rights against Lessor and its agents, officers, directors and employees for recovery of damages to the extent these Page 4 of 20 CONTRACT #: MA D860 180157 damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability insurance obtained by Lessee, its contractors and its subcontractors pursuant to this Lease. 6.3 FORCE MAJEURE 6.3.1 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 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. 6.3.2 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. 6.3.3 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. 6.3.4 The County shall reserve the right to terminate this Contract and/or any applicable order or contract release purchase order upon non-performance by Contractor. The County shall reserve the right to extend the Contract and time for performance at its discretion. 6.4 Certificates of Insurance. 6.4.1 Prior to commencing work or services under this Contract, Contractor shall have insurance in effect 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 be made available to the County upon 48 hours notice. BY SIGNING THE AGREEMENT PAGE THE CONTRACTOR AGREES TO THIS REQUIREMENT AND UNDERSTANDS THAT FAILURE TO MEET THIS REQUIREMENT WILL RESULT IN CANCELLATION OF THIS CONTRACT. 6.4.1.1 In the event any insurance policy (ies) required by this Contract is (are) written on a “claims made” basis, coverage shall extend for two (2) years past completion and acceptance of Contractor’s work or services and as evidenced by annual Certificates of Insurance. 6.4.1.2 If a policy does expire during the life of the Contract, a renewal certificate must be sent to County fifteen (15) days prior to the expiration date. 6.4.2 Cancellation and Expiration Notice. Insurance required herein shall not be permitted to expire, be canceled, or materially changed without thirty (30) days prior written notice to the County. 6.5 NOTICES: All notices given pursuant to the terms of this Contract shall be addressed to: Page 5 of 20 CONTRACT #: MA D860 180157 For County: Maricopa County Department of Public Health Attn: Cheryl Rentscheler, Procurement Officer 4041 N. Central Avenue, #1400 Phoenix, AZ 85012 (602) 506-6886 cherylrentscheler@mail.maricopa.gov For Contractor: Desert Mission, Inc. Michelle Pabis, VP Government & Community Affairs 9229 N. 4th Street Phoenix, AZ 85020 (480) 882-5294 Michelle.pabis@honorhealth.com 6.6 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. 6.7 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 90 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 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— 6.7.1 Cancel the stop-work order; or 6.7.2 Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the County, clause of this contract. 6.7.3 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. 6.8 UNCONDITIONAL TERMINATION FOR CONVENIENCE: Maricopa County may terminate the resultant Contract for convenience by providing sixty (60) calendar days advance notice to the Contractor. Page 6 of 20 CONTRACT #: MA D860 180157 6.9 TERMINATION FOR DEFAULT: 6.9.1 In addition to the rights reserved in the Contract, the County may terminate the Contract in whole or in part due to the failure of the Contractor to comply with any term or condition of the Contract, to acquire and maintain all required insurance policies, bonds, licenses and permits, or to make satisfactory progress in performing the Contract. The Procurement Officer shall provide written notice of the termination and the reasons for it to the Contractor. 6.9.2 Upon termination under this paragraph, all goods, materials, documents, data and reports prepared by the Contractor under the Contract shall become the property of and be delivered to the County on demand. 6.9.3 The County may, upon termination of this Contract, procure, on terms and in the manner that it deems appropriate, materials or services to replace those under this Contract. The Contractor shall be liable to the County for any excess costs incurred by the County in procuring materials or services in substitution for those due from the Contractor. 6.9.4 The Contractor shall continue to perform, in accordance with the requirements of the Contract, up to the date of termination, as directed in the termination notice. 6.10 TERMINATION BY THE COUNTY: If the Contractor should be adjudged bankrupt or should make a general assignment for the benefit of its creditors, or if a receiver should be appointed on account of its insolvency, the County may terminate the Contract. If the Contractor should persistently or repeatedly refuse or should fail, except in cases for which extension of time is provided, to provide enough properly skilled workers or proper materials, or persistently disregard laws and ordinances, or not proceed with work or otherwise be guilty of a substantial violation of any provision of this Contract, then the County may terminate the Contract. Prior to termination of the Contract, the County shall give the Contractor fifteen- (15) calendar day’s written notice. Upon receipt of such termination notice, the Contractor shall be allowed fifteen (15) calendar days to cure such deficiencies. 6.11 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST: Notice is given that pursuant to A.R.S. §38-511 the County may cancel this 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. 6.12 UNIFORM ADMINISTRATIVE REQUIREMENTS: By entering into this Contract the 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. 6.13 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 under this contract. Page 7 of 20 CONTRACT #: MA D860 180157 6.14 ADDITIONS/DELETIONS OF SERVICE: The County reserves the right to add and/or delete products and/or services provided under this Contract. If a requirement is deleted, payment to the Contractor will be reduced proportionately to the amount of service reduced in accordance with the proposal price. If additional services and/or products are required from this Contract, prices for such additions will be negotiated between the Contractor and the County. 6.15 RELATIONSHIPS: In the performance of the services described herein, the Contractor shall act solely as an independent contractor, and nothing herein or implied herein shall at any time be construed as to create the relationship of employer and employee, partnership, principal and agent, or joint venture between the District and the Contractor. 6.16 SUBCONTRACTING: The Contractor may not assign this Contract or subcontract to another party for performance of the terms and conditions hereof without the written consent of the County, which shall not be unreasonably withheld. All correspondence authorizing subcontracting must reference the Proposal Serial Number and identify the job project. 6.17 AMENDMENTS: All amendments to this Contract shall be in writing and approved/signed by both parties. The Public Health Procurement Officer and/or the Office of Procurement Services’ Chief Procurement Officer shall be responsible for approving all amendments for Maricopa County. 6.18 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW: 6.18.1 In accordance with section MCI 367 of the Maricopa County Procurement Code the Contractor agrees to retain 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. 6.18.2 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. 6.18.3 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 claim submitted by the Contractor by 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. 6.19 AUDIT DISALLOWANCES: If at any time, County determines that a cost for which payment has been made is a disallowed cost, such as overpayment, County shall notify the Contractor in writing of the disallowance. County shall also state the means of correction, which may be but shall not be limited to Page 8 of 20 CONTRACT #: MA D860 180157 adjustment of any future claim submitted by the Contractor by the amount of the disallowance, or to require repayment of the disallowed amount by the Contractor. 6.20 SEVERABILITY: 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 this Contract. 6.21 RIGHTS IN DATA: The County shall own have the use of all data and reports resulting from this Contract without additional cost or other restriction except as provided by law. Each party shall supply to the other party, upon request, any available information that is relevant to this Contract and to the performance hereunder. 6.22 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 Governor of the State of Arizona’s website http://www.azgovernor.gov/dms/upload/EO_2009_09.pdf 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 or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability or national origin. 6.23 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. 6.24 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41- 4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS: 6.24.1 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 years, whichever is longer. I-9 forms are available for download at USCIS.GOV. 6.24.2 The County retains the legal right to inspect contractor and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 6.24.1 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. Page 9 of 20 CONTRACT #: MA D860 180157 6.25 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLERBLOWER RIGHTS. 6.25.1 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; 6.25.2 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 employee notification must be kept on file by Contractor and copies provided to County upon request. 6.25.3 Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold ($150,000 as of September 2013). 6.26 CONTRACTOR LICENSE REQUIREMENT: 6.26.1 The Respondent 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 Respondent 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 Materials Management and the using agency of any and all changes concerning permits, insurance or licenses. 6.26.2 Respondents furnishing finished products, materials or articles of merchandise that will require installation or attachment as part of the Contract, shall possess any licenses required. A Respondent is not relieved of its obligation to posses the required licenses by subcontracting of the labor portion of the Contract. Respondents are advised to contact the Arizona Registrar of Contractors, Chief of Licensing, at (602) 542-1525 to ascertain licensing requirements for a particular contract. Respondents shall identify which license(s), if any, the Registrar of Contractors requires for performance of the Contract. 6.27 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION 6.27.1 The undersigned (authorized official signing for the Contractor) certifies to the best of his or her knowledge and belief, that the Contractor 6.21.1.1 is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal Department or agency; 6.21.1.2 have not within 3-year period preceding this Contract been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; Page 10 of 20 CONTRACT #: MA D860 180157 6.21.1.3 are not presently indicted or otherwise criminally or civilly charged by a government entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and 6.21.1.4 have not within a 3-year period preceding this Contract had one or more public transaction (Federal, State or local) terminated for cause of default. 6.27.2 The Contractor agrees to 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. 6.28 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 or in the United States District Court for the District of Arizona, sitting in Phoenix, Arizona 6.29 ORDER OF PRECEDENCE: In the event of a conflict in the provisions of this Contract and Contractor’s license agreement, if applicable, the terms of this Contract shall prevail. 6.30 AUDIT REQUIREMENTS 6.30.1 If the Contractor expends $750,000 or more from all contracts administered and/or funded via County, and/or receives $750,000 or more per year from any federal funding sources, the Contractor may be subject to Federal audit requirements per P.L. 98-502 "The Single Audit Act". The Contractor shall comply with OMB Uniform Guidance as applicable. The audit report shall be submitted to the Maricopa County Department of Public Health for review within the twelve months following the close of the fiscal year. The Contractor shall take any necessary corrective action to remedy any material weaknesses identified in the audit report within six months after the release date of the report. Maricopa County may consider sanctions as described in OMB Uniform Guidance for contractors not in compliance with the audit requirements. All books and records shall be maintained in accordance with Generally Accepted Accounting Principles (GAAP). 6.30.2 The Contractor shall schedule an annual financial audit to be submitted to County for review within twelve months following the close of the program’s fiscal year. Contractor understands that failure to meet this requirement may result in loss of current funding and disqualification from consideration for future County-administered funding. 6.30.3 The Contractor shall comply with the requirement of the Federal Office of Management and Budget (OMB) Uniform Guidance. The Contractor is responsible for having an audit performed in accordance with, and when required, by OMB Uniform Guidance, and for sending a copy of the report issued as a results of the audit to the COUNTY within 30 days of issuance. The County reserves the right to engage an auditor, at the Contractor’s expense, to perform an OMB Uniform Guidance audit of the Contractor in the event that the Contractor shall fail to engage an auditor or the County shall reject or disapprove of the auditor engaged by the Contractor. 6.30.4 The Contractor must also comply with the following OMB Circulars: 1.0 A-102 Uniform Administrative Requirements for Grants to State and Local Government. 2.0 A-110 Uniform Administrative Requirements for Grants and Agreement with Institutions of Higher Education, Hospitals and other non-profit organizations. 3.0 A-122 Cost Principles for Non-Profit Organizations. 4.0 A-87 Cost Principles for State and Local Governments. 5.0 A-21 Cost principles for Education Institutions. Page 11 of 20 CONTRACT #: MA D860 180157 6.31 ISRAEL BOYCOTT: By submitting this proposal the Contractor certifies that they are in compliance with Article 9, Arizona Revised Statutes Section 35-393 et seq. 6.32 INFLUENCE As prescribed in MC1-1202 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: 6.32.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type valuable contribution or subsidy, 6.32.2 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. If a 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. 6.33 PUBLIC RECORDS: 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 after Contract award and execution, except for such Offers deemed to be confidential by the Office of Procurement Services. If an Offeror believes that information in its Offer should remain confidential, it shall indicate as confidential, the specific information 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. The Records Manager of the Office of Procurement Services shall determine whether the identified information is confidential pursuant to the Maricopa County Procurement Code. 6.34 INCORPORATION OF DOCUMENTS: The following are to be attached to and made part of this Contract: 6.34.1 Exhibit A, Pricing; 6.34.2 Exhibit B, Scope of Work; 6.34.3 Exhibit C, Office of Procurement Services Contractor Travel and Per Diem Policy. Page 12 of 20 SERIAL #: PH RFP 180157 IN WITNESS WHEREOF, this Contract is executed on the date set forth above. CONTRACTOR DESERT MISSION, INC., AUTHORIZED SIGNATURE PRINTED NAME AND TITLE ADDRESS DATE MARICOPA COUNTY DENNY BARNEY, CHAIRMAN DATE BOARD OF SUPERVISORS ATTESTED: CLERK OF THE BOARD DATE APPROVED AS TO FORM: LEGAL COUNSEL DATE Page 13 of 20 SERIAL #: PH RFP 180157 EXHIBIT A PRICING SHEET BIDDER NAME: Desert Mission, Inc. F.I.D./VENDOR #: VC0000006850 BIDDER ADDRESS: 9229 N. 4th Street, Phoenix, AZ 85020 P.O. ADDRESS: BIDDER PHONE #: 602-331-7878 BIDDER FAX #: COMPANY WEB SITE: www.desertmission.com COMPANY CONTACT (REP): G’Kyshia Hill Hughes E-MAIL ADDRESS (REP): gkyshia.hill@honorhealth.com PAYMENT TERMS: BIDDER IS REQUIRED TO SELECT ONE OF THE FOLLOWING: TERMS WILL BE CONSIDERED IN DETERMINING LOW BID. FAILURE TO CHOOSE A TERM WILL RESULT IN A DEFAULT TO NET 30. BIDDER MUST INITIAL THE SELECTION BELOW. NET 10 ____________________ NET 15 ____________________ NET 20 ____________________ NET 30 ________X___________ NET 45 ____________________ NET 60 ____________________ NET 90 ____________________ 2% 10 DAYS NET 30 ____________________ 1% 10 DAYS NET 30 ____________________ 2% 30 DAYS NET 31 ____________________ 1% 30 DAYS NET 31 ____________________ 5% 30 DAYS NET 31 ____________________ COMPENSATION/FEES: BUDGET: SUPPLEMENTAL NUTRITION ASSISTANCE PROGRAM – EDUCATION (SNAP-Ed) 2017 $92,725 (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 amount they have listed above. Signature (REQUIRED) Date Page 14 of 20 SERIAL #: PH RFP 180157 Budget Justification Organization Name: HonorHealth Desert Mission, Inc. Budget Budget Description Budget Calculation Details Annual Category Expenses A. Personnel Costs/Salary 1 FTE + .80 FTE 1 FTE($16.31) x 40 hrs x 52 wks= $33,925 + .8 FTE ($19.71) $66,722 x 40 hrs x 52 = $32,797 Total = $66,722 B. Fringe Benefits 1 FTE Benefits (27%) + .8 FTE Benefits (27% x .8= 22%) 1 FTE Benefits at 27% = $9,160 + .8 FTE Benefits at 22%= $16,244 $7,084 C. Contracts, Grants, & Agreements $0 D. Non-capital Equipment/Supplies Food bank gardening seeds, transplants, soil, tools, • Food Bank Garden = $800 $8,000 row/plant markers, containers, class supplies; Food • Desert Mission Cooking Demos = $4000 bank cooking demo food, supplies and replacement • Community Outreach Events and Food Demos = $1000 equipment; Outreach event and cooking demo food, • Lincoln Learning Center Garden = $600 cups, napkins, utensils; LLC gardening tools, soil, • Community Gardening Classes = $300 seeds, planters, garden crafts, seed starters, raised • Community Gardening Projects = $1000 beds; • Cooking Demo Equipment/Supplies Upkeep= $300 Total = $8000 E. Materials Folders for classes, row markers (paint stir sticks, 100 pack - $40 x2, row markers = $.20 each x 200 = $40 $814 staples and paper) for home gardens. Bags for Snack Bags: $86/500 pack x3= $258 x 3 = $774 Pack nutrition material F1. Travel - In-State Mileage for travel to events, meetings, supply • Mileage at $0.54 per mile x 1500 miles = $810.00 $945 purchases and annual conferences. • Annual conference at $0.54 x 250 miles = $135.00 Total = $675 F2. Travel - Out-of-State $0 F3. --- Total $945 G. Building Space $0 H1. Maintenance - Utilities $0 H2. Maintenance - Facilities $0 H3. --- Total $0 I. Equipment & Other capital $0 TOTAL EXPENSES $92,725 Page 15 of 20 CONTRACT #: MA D860 180157 EXHIBIT B SCOPE OF WORK 1.0 SCOPE OF WORK: 1.1 Contractors are required to: 1.1.1 Complete activities as outlined in the approved MCDPH SNAP-Ed workplan. 1.1.2 Attend annual AzNN SNAP-Ed Orientation Training. 1.1.3 Adhere to SNAP-Ed policies and procedures as outlined in the AzNN Policies and Procedures Manual. 1.1.3.1 Complete Civil Rights training as required by AzNN. 1.1.3.2 Complete monthly and semi-annual reports as required by AzNN. 1.1.3.3 Participate in fiscal and program site visits. 1.1.3.4 Submit monthly CER reports and adhere to SNAP-Ed approved budget. All changes to the budget must be pre-approved by MCDPH. 1.1.4 Participate in quarterly in-person subcontractor meetings. 1.1.5 Participate in SNAP-Ed training opportunities and the Arizona Nutrition Network’s Annual Conference. MCDPH will: Provide technical assistance to subcontractors to implement grant deliverables. Provide direction and support to coordinate the implementation of grant deliverables among subcontractors and MCDPH. Combine required subcontractor reports for final submission to AzNN. Coordinate quarterly in-person meetings with subcontractors. Conduct fiscal and program site visits as required by AzNN. Review expenditure reports for compliance with pre-approved budget and reporting requirements. Workplan for Fiscal Year 2018 (October 1, 2017 through September 30, 2018) Goal 1: Establish nutrition guidelines to increase the distribution of healthful food at Desert Mission Food Bank A. Encourage the consumption of healthful foods by adopting the “Foods to Encourage” model B. Develop relationships with farmers, produce companies, farmers’ markets and community gardens to increase donation of products and support the CSA site located at Desert Mission. C. Promote SNAP usage for CSA at SNAP-eligible locations in the Sunnyslope neighborhood D. Establish “Plant-A-Row” program to encourage owners of home and community gardens to donate a portion of food grown to the Desert Mission Food Bank E. Create and implement healthy food drives at donation sites F. Conduct an evaluation of the beverage policy and determine the option of limiting the distribution of soda in collaboration with the MCDPH Evaluator Goal 2: Improve nutritional quality of food bank programs A. Review Bargain Basket program and improve quality of items. B. Review Snack Pac Program with ordering staff to improve quality of food being distributed to schools. Distribute nutrition education material with Snack Pacs. C. Review food drive program to improve the quality of food being donated to the food bank. D. Use Feeding America’s Foods to Encourage Model to analyze all programs. Page 16 of 20 SERIAL #: PH RFP 180157 Goal 3: Conduct a simple, healthy cooking demonstration in the food bank 4 times per week, demonstrating how to use The Emergency Food Assistance Program, Commodity Supplemental Food Program commodities and in season fruits and vegetables A. Develop a recipe database using AzNN approved recipes specific to seasonal produce, The Emergency Food Assistance Program (TEFAP), CSFP and Community Supported Agriculture (CSA) contents B. Train the trainer to educate interns, staff and community partners on how to conduct cooking demonstrations C. Conduct cooking demonstrations D. Promote food safety/proper cooking techniques during Thanksgiving turkey distribution E. Develop an assessment tool in collaboration with the MCDPH Evaluator to measure increased in knowledge of participants F. Evaluate the food demonstration program and implement improvements based on the evaluation results Goal 4: Establish ongoing nutrition education programming at partner sites twice per month to demonstrate use of TEFAP, CSFP, and in-season fruits and vegetables A. Conduct cooking demonstrations to offsite partners B. Develop and implement an outreach strategy to increase partnerships C. Collaborate with the MCDPH Evaluator and AzNN to evaluate increased participant knowledge D. Conduct an evaluation of the program and implement improvements as indicated by the evaluation results Goal 5: Work with Sunnyslope Manor Senior Champions health committee to educate about healthy living access points to residents. A. Support locations along SMART Circulator that promote healthy food and active living. B. Promote healthy retail locations that accept SNAP, including Desert Mission Food Bank CSA and farmers markets. C. Increase redemption of SFMNP vouchers by ensuring CSFP residents know where and how to use them at farmers markets. D. Conduct a farmers market and grocery store tour using Cooking Matters Grocery Store Tour curriculum. Goal 6: Promote SFSP at DM Food Bank and at surrounding community partner locations. A. Design and print flyers for sites in the area using SFSP templates. B. Hang up posters in food bank lobby and market. C. Offer posters and flyers at relevant community sites including NOAH, Sunnyslope Family Services Center, and Acacia Library. D. Make flyers available for clients in food bank lobby and market. E. Educate community partners about SFSP. F. Train staff and volunteers about SFSP so they can promote the program. Goal 7: Provide weekly Farm to Preschool gardening support to the Lincoln Learning Center Garden (LLC) and monthly gardening activities to the LLC students and support advancement of PSE strategies A. MCDPH will collaborate with Desert Mission to assist LLC to assess current policies and systems related to the garden and identify areas for improvement that could enhance the access to healthful foods for the children and families at the preschool B. MCDPH, Desert Mission, and LLC will develop and implement an action plan to address any gaps in policies and systems identified in year 1 C. Establish and assist in annual preschool gardening activity schedule with LLC staff D. Assess and tailor activities to meet ongoing classroom needs E. Promote CSA Program at LLC. Page 17 of 20 SERIAL #: PH RFP 180157 Goal 8: Support Desert Mission Food Bank’s Demonstration Garden efforts A. Survey clients to identify interest in learning about specific garden topics B. Assist in the development of a home garden class on the Desert Mission Food Bank site using SNAP- Ed approved curriculum and resources C. MCDPH’s Master Gardeners will support implementation of the garden class by providing SNAP approved information and resources for gardening and nutrition education in the Desert Mission Food Bank garden D. Implement community garden initiative 1. Provide gardening demos at food bank during each planting season to encourage home gardening 2. Establish partnerships with nurseries and community businesses to donate gardening materials 3. Maintain food bank gardens, plant for each planting season and harvest for distribution 4. Promote donation of produce from home gardens, community gardens, and farms to DM. Promote at, at community events, locations, and on community garden sites 5. Utilize food bank garden produce in food boxes and food demonstrations 6. Continue on-going seasonal gardening classes at least twice a year at Desert Mission Food Bank. Page 18 of 20 SERIAL #: PH RFP 180157 EXHIBIT C OFFICE OF PROCUREMENT SERVICES CONTRACTOR TRAVEL AND PER DIEM POLICY 1.0 All contract-related travel plans and arrangements shall be prior-approved by the County Contract Administrator. 2.0 Lodging, per diem and incidental expenses incurred in performance of Maricopa County/Special District (County) contracts shall be reimbursed based on current U.S. General Services Administration (GSA) domestic per diem rates for Phoenix, Arizona. Contractors must access the following internet site to determine rates (no exceptions): www.gsa.gov 2.1 Additional incidental expenses (i.e., telephone, fax, internet and copying charges) shall not be reimbursed. They should be included in the contractor’s hourly rate as an overhead charge. 2.2 The County will not (under no circumstances) reimburse for Contractor guest lodging, per diem or incidentals. 3.0 Commercial air travel shall be reimbursed as follows: 3.1 Coach airfare will be reimbursed by the County. Business class airfare may be allowed only when preapproved in writing by the County Contract Administrator as a result of the business need of the County when there is no lower fare available. 3.2 The lowest direct flight airfare rate from the Contractors assigned duty post (pre-defined at the time of contract signing) will be reimbursed. Under no circumstances will the County reimburse for airfares related to transportation to or from an alternate site. 3.3 The County will not (under no circumstances) reimburse for Contractor guest commercial air travel. 4.0 Rental vehicles may only be used if such use would result in an overall reduction in the total cost of the trip, not for the personal convenience of the traveler. Multiple vehicles for the same set of travelers for the same travel period will not be permitted without prior written approval by the County Contract Administrator. 4.1 Purchase of comprehensive and collision liability insurance shall be at the expense of the contractor. The County will not reimburse contractor if the contractor chooses to purchase these coverage. 4.2 Rental vehicles are restricted to sub-compact, compact or mid-size sedans unless a larger vehicle is necessary for cost efficiency due to the number of travelers. (NOTE: contractors shall obtain pre-approval in writing from the County Contract Administrator prior to rental of a larger vehicle.) 4.3 County will reimburse for parking expenses if free, public parking is not available within a reasonable distance of the place of County business. All opportunities must be exhausted prior to securing parking that incurs costs for the County. Opportunities to be reviewed are the DASH; shuttles, etc. that can transport the contractor to and from County buildings with minimal costs. 4.4 County will reimburse for the lowest rate, long-term uncovered (e.g. covered or enclosed parking will not be reimbursed) airport parking only if it is less expensive than shuttle service to and from the airport. 4.5 The County will not (under no circumstances) reimburse the Contractor for guest vehicle rental(s) or other any transportation costs. Page 19 of 20 SERIAL #: PH RFP 180157 5.0 Contractor is responsible for all costs not directly related to the travel except those that have been pre- approved by the County Contract Administrator. These costs include (but not limited to) the following: in- room movies, valet service, valet parking, laundry service, costs associated with storing luggage at a hotel, fuel costs associated with non-County activities, tips that exceed the per diem allowance, health club fees, and entertainment costs. Claims for unauthorized travel expenses will not be honored and are not reimbursable. 6.0 Travel and per diem expenses shall be capped at 15% of project price unless otherwise specified in individual contracts Page 20 of 20