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Pav I 49 ORIGINAL CONSTABLE ETHICS, STANDARDS & TRAINING BOARD GRANT AWARD CONTRACT GRANT NO. CNA17-404 Project Title: Ballistic Vest Grant Award Amount: ¶17,400,155 This Agreement Shall Become Effective: Upon the date a folly-exocuted original is .,116.1.4. by the Constable Ethics, Standards and Training Board C`Board"), Termination Date: June 30, 2017. This agreement expircs on this date unless prior written approval for art Vi tension has been obtained from the Board. The Board in its sole discretion may approve an extension to further the goals arid objectives of this Grant Award Contract. and to determine the length of any extension.. TERMS OF AGREEMENT ......... [his ifirant Award Contract is. entered into by Maricapa County CIURANTEEk and the BOARD, through its Chairman pursuant to authority granted to the Hoard by &RS, §. 22-137 and A...R.S. § 22-138 and in accordance with A.R.S. § 41-2701 et Mg, The parties agree to fulfill the terms and conditions of this ( irant Award Contract and to abide by all contractual terms. statutes and rcgulat ions governing the expenditure of Board funds. This Cirani Award Contract shall constitute the entire alg,recrncnt between the parties, superseding any and all other drat or written understandings. The parties hereto agree RI, carry out the P`rrivisions of this Grant Avian' Contract, GRANTEE BOARD _ :6;ilzitaiure of Auihnrieed Individual Bate 'Signature of A nth orlycd Individual Date .. -1 i I- /( Typed Name iSE Title (BELOW -.: Typed Name Si. Title (BELOW: ): Constable Mike Cobb, Chairman ORICIN1L Page 2 of 9 Definitions As used throughout this Grant Award Contract, including the General Provisions and the Scope of Work, the following terms shall hare. the meaning set forth below: 1, -Floard' means the State of Arizona Constable Ethics, Siandards & Training Board, 2, "chairman" mans the agency head of the Board or a person duty authorized by the Chairman to act on the Chairman's behalf. 3. "Deliverables" means the reports, documentstion, and other materials developod for submission to the Board by the Grantee in the course of the Grantee' 5 performance wider this Grant Award Contract. 4. "Grani plton . eati " means the application filed by the Grantee upon which this Chant Award Contract was awarded_ 5- "Grant Award Coritract means this Grant Award Contraot between the Board and Grantee, 6_ Hat ' ant Award Contract Arnogitnere means a written decumeni, signed by an authorized representative of both partie-s for the purpose of making changes to the Grant Agreement. 7. -...Qrrutoe" means the county, person, tirms, or organization performing the work or detivering the items described in this Grant Award Contract. 8. "Rmliti" means all books, accounts, reports. receipts, files and other records relating to this Grant Award Contract. 9. "Scla_pe of W9r.h." means that part of this Grant Award Contract that de.scribes the work to be performed by the Grantee to accomplish the Project purpose under this Grant Award Contract, If the Scope of Work conflicts with rim Gcncral Provisions, the terms of the Scope of Work hall govern. 10. The use of the word "shAr means the action cscribed is mandatory under this Grant Award Contract and/or applicable t 1. "$tate" means the State of Arizona, including the Board_ Generaf Requirements I. rnis ming Law and Dispute Resolution This Grant Award Contract shall be governed by and constructed in accordance with the laws of the State of Arizona, Disputes arising during the perfotmanoe of this Grant Award Contract will be resolved to the trtaximurn extent possible through cooperation and coordination of the Grantee and the Board. lithe parties arc unable to resolve their differences by agreement, the parties agree to resolve all disputes arising out of or relating to this Grant Award Contract through arbitration, after exhausting applicable administrative review, to the extent required by A.R.S. § I2-I51 8 except as may be requited by other applicable statutes. Any litigation regarding this Grant Award Contract must be maintained in Arizona courts, except as pertaining to disputes which are subject to arbitration. 2. Terms of thiLarasit Award Contrgg The terms of the Request for Grant Applications that led to the grant award incorporated in this Grant Award Contract are hereby incorporated into this Grant Award Contract by this reference, except that to the extent there is any conflict between the terms of the Reque6a for Grant Applications and this Grant Award Contract the terms of this Grant Award Contract shall prevail and shall govern the terms of the parties' obligations to each other. LLeertses. Permits and Authorizations Grantee shall obtain and maintain all licenses, permits and authorizations necessary to perform its obligations under this Grant Award Contract; and is responsible for compliance with all applicable local, state, and 0:demi laws. 4. Wit-taboo and Amendment This Grant Award Contract may be modified only by a written Grant Award Amendment signed by Chairman of the Board or by another person authorized in wilting by the Board to act on behalf of the Board. 5. Antitrust claims Grantee assigns to the Board any claim for overcharges resulting From antitrust violations to the extent that such violations concern materials or services supplied by third parties to Grantee in exchange for grant funds provided under this Grant Awards Comma. Page 3 of 9 6. 11.i. p_knu si tent No rights or interest in this Grant Award Contract shall he assigned by Gra.ntee without prior written approval of the Board. 7, No Political A rit,LaiL 'I Grantee agrees that no funds provided or personnel employed under this Grant Award Contract shall he many way engaged in conduct of political activities in violation of 5 § 1502. Con1ict of Grantee certifies that it presently has no fin.anciat interest and shalt not acquire any financial intenm, direct or indirect, which would conflict in any manner with the performance of services required under this Grant Award Contract_ Mons an Infort Collectjo Grantee agrees to cooperate and participate with any and all assessments. evaluations or information or data collection requests, 10. Prjer Laws Grantee assures that ii will comply with all state and federal laws regaRting privacy during the cot= of this award. II. jatut _iiazatioramms As required by A.R.S. § 41-4401, each party hcreby warrants us compliance with all federal immigration laws and regulations that relate to its employees arid A.R,S. § 23-214(A). Each party further warrants that after hiring an employee, it verifies the employment eligibility of the employee through the e-verify program. If either party uses any sulicontractors in performance of the agreement, subcontractors shall warrant their compliance with all federal immigration laws and regulations that relate to its employees and A.R.S. § 23- 214(A\ and subcontractors shall further warrant that after hiring an employee, such subcontractor verifies the employment eligibility of the employee through the c-verify program_ A breach of this warranty shall he dermal a material breach of this Grant Award Contract subject to penalties up to and including termination of this Grant Award Contract A party shall nor be deemed in material breach if it and its subcontractors miataish compliance with the eniployment verification provisions of Sections 2.74A and 274B of the Federal Immigration and Nationality Act and the E-Verify requirements contained in A,R.S. § 23-214(A). Each party retains the legal right to inspect the papers of the other patty and its subcontractors engaged in performance of this agreement to ensure that the other party and its subcontractors are complying with the warTancy. Any inspection will be conducted after reasonable notice and at reasonable times, If State law is amended, the parties may modify this paragraph consistent with State law, 12 r_Btr-ability If any provision of the Grant Award Contract Ls. held invalid. the remainder of this Grant Award Contract shalt not he affected thereby and all other parts of this (Irani Award Contract shall be in full force and effect_ 13. Relationship .Alartie‘s The parties agree that the Grantee shall not be considered an employee, associate, partner, officer, joint venture, or agent of the Board or the State as a result of this Grant Award Contract. The Grantee is solely responsible for the planning, desigru scope, and implementation of the Scope or Work funded through this Grant Award Contract. Neither the Board nor the State is responsible for any liabilities resulting from the Grantee's planning, design, Scope of Worik, implementation or performance of the Scope of Work funded through this Grant Award Contract_ 14_ DLQ_Wib_ irer Either party's failure to intist on strict performance of any tam or condition of this Grant Award Contract shall not be deemed a waiver of that term or condition even if the party accepting Or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object to it. 15, Emortis Retention Pursuant to A.R.S, §§ 35-214 and 35-2 l 5, Grantee shall retain and shall contractually require each contractor and subcontractor to retain all records relating to this Grant Award Contract for a period of five years after completion of the Grant Award Contract and until any litigation, claim, negotiation, audit, cost reenv&-y, or ad ion involving the ro.cards has. been ownpicted. All feCur LIN shall be subleCt to inspection and audit by the Board at reasonable times. Upon request, the Grantee shall produce the original of any or all such records at the officals of the Board. ORIGINAL Page 4 of 9 16_ Stop Work Notice In the event of unapproved changes in the Scope of Work, performance or changcs outside the scope of the Grant Award Contract, illegal or unpermitted activities, Or other material discrqmricies between the Grant Award Contract and the Grantee's activities, the Board reserves the right to issue notice to the Grantee to stop work_ The notice win further specify that the Board will not approve FCSIIAMptiOrt of performance or further payments until the i551.1C or is:sues identified in the stop work notice have been resolved to the satisfaction of the Board. 17. Period The Board agrees to reimburse Grantee for work activities performed during the time this Grant Award Contract is in acct. The Board is not required to reimburse Grantee for any work activities initiated prior to execution of this Grant Award Contract or after this Grant Award Contract is no longer in effect_ The Board may extend the time this Grant Award Contract is in effect, if requested by the Grantee by executing a Grant Award Contract Amendment. I& Contractor& Subcontraeors and CoNuitants Contractors, subcontmclors or consultants may he used in the performance of tasks described in the Scope of Work of this Grant Award Contract The Grantee shall not enter into any contract or subcontract under this Grant Award Contract without considcration for impact on the project. The Grantee shall report any contract or subcontract awards or changes as pan of that calendar year's narrative report. Any contractor, subcontractor or consultant participating in this Grant Award Contract shall comply with the terms and conditions of this Grant Award Contract, as set forth in the general provisions and Scope of Work. Should the Grantee utilize any contractors, subcontractors or consultants, Grantee agrees to supply all such contractors and Rubcontractota with copies of this Grant Award Contract and the ficquesil for Grant Appliaition that led to this Grant Award Contract, and to obtain the written agreement of each such contractor or subcontractor to follow and be hound by all terms of this Grant Award Contract Indemnification I Notwithstanding any provision of this Grant Award Contract to the contrary, the Board is not authorized to indemnify Grantee or its contractors andfor subcontractors_ Cub Party (as "Indemnitor) agrees to defend, indemnify, and hold harmless the other party (as Inderrinitee") from and against any and all claims, losses„ liability, Oasis, Of expenses, including rea.sonahlc artorney's fees thereinafter referred to as "Claims —) arising out of the bodily injury of any person (including, death) or prupurty damage, but only to the extent that such Claims which result in vicariousiderivative liability to thc Indettmitee arc caused by the act, omission, negligence, misconduct, or other faull of the Indernnitor, its officers, officials, agents, employees or volunteers, The Grantee shall indemnify and hold harmless the Board and the State against any liability, including costs and expenses, for infringement of any patent, trademark or copyright arising out of Grant Award Contract performance or use by the Board of materials furnished or Work performed under this Grant Award Contract. In consideration of the award of this Grant Award Contract, the Grantee agreft to waive all rights of saihm.Ptiorl against the Board and the State, their officers, officials, agents, and employees for losses arising from the work performed by the Grantee and the Board. However, if the Grantee is a State agency 1:l_d. oa CaPrnmission, politjJsubdivision of the State, or a university of the State thi s paragraph shau_ not apoy. 3. Should the Grantee utilize contractor(s) and/or subeontractor(s), the indemnification clause bei wen Grantee and its contractor(s) and subcontractor(s) shalt include the following: Contractor shall indemnify, defend, save, and hold harmless Grantee, the Arizona Constable Ethics, Standards and Training Board, and the State of Arizona, and any jurisdiction or agency issuing any permits for any work arising out of this Agreement, and its departments., agenci es, hoards, commissions. universities, officers, officials, agents, and employees (hereinafter referred to together as "Ind.etwitee") from and against any and all claims, actions, liabilities, damages, losses, or expensm (including court costs, attorneys' fees, and cost f claim processinE!, investigation, and Migration) (haminaftcr referred to as "Chime) for bodily injury or personal injury (including death). or loss or damage to tangible or intangible Prnperty caused, or alleged to he caused, in whole Of in part, by the ncg.ligeni OT Wain!l acts or - Page 5 of 9 omissions of such contractor or any of its owners, officers, directors, agents, employees or :subcontractors. This inderrmity includes any claim or amount arising out of or recovered und the Workers' Compensation Law or arising oui of the failure of such contractor to conform to any federal, state, or local law, statute, ordinance rule, re,Pulation, or court decree. It is thc specific intention of the parties that the Inderrmitee shall, in all instances, except far Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by such contractor from and agabut anyan- .4 a- II r agreed that such contractor shall be responsible for primary loss irruestigation„ defense, and judgment costs where this indemnification is applicable. Additionally, on all applicable insurance policies, contractor and its subcontractors shall name the State of Arizona and the Arizona Constable Ethics, Standards and Training Board, and their departments, agencies, beards, commissions, universities, political subdivisions, officers, officials, agents and ernoloyets as additional insureds, and also include a waiver of subrogation ill fat,..o r of the Slate, the Arizona Constable Ethics, Standards and Training Board, and the other foregoing State entities and persons. Insurance requirements for arty contractor or subcontractor used by Grantee are incorporated herein by this reference and attached to this Grant Award Contract as I-Exhibit "'A". Termlostion of Grant Award Contract r_aeat Deb nn The Board may, by written notice to the Grantee, immediately terminate this Grant Award Contract if the Board determines that the Grantee has been debarred, suspended, or otherwise lawfully prohibited from participating in any public procurement activity, including but not limited to, being disapproved as a subcontractor of any public procurement unit or other governmental body,. Execution of this Grant Award Contract shall attest that the Cirantee is not currently suspended or debarred. If the Grantee becomes susperbded or deban-al, the Grantee shall immediately notify the Board. 2. Terminationfor Convenience The Board reserves the right to terminate this Grant Award Contract in whole or in part at any time, when in the best interests of the Board, without penalty or recourse. Upon receipt of written notice of terrnination., the Grantee shall stop all work, as directed ill the notice, notify all subcontractors of the effective date of the termination and minimize all further costs to the Board_ In the event of termination under this paragraph, all documents, data and reports prepared by the (irantee under this Grant Award Contract shall become the property of and be delivered to the Board. The Grantee shall be entitled to receive reimbursement for work cornpleted and materials accepted before notific,ation of termination. The tioard is under no obligation to continue rcirnbunernent for any work ad Wities undertaken after notification of termination. 3. Termination for Default The Road reserves the right to terminate this Grant Award Contract in whole or in part due to the failure of the arantee to comply with any tarn or condition of this Grant Award Contract or to acquire arid maintain all required insurance policies, bonds, licenses and permits. The Board shall provide written notice of the termination and the reasons for it to the Grantee. 4. .43,-Availability_of Funds Every payment obligation of the Board tinder this Grant Award Contract is conditioned upon the availability of funds appropriated or allocated for the payment of such obligation. If funds are net allocated and available for the continuarbcc of this Grant Award Contract, this Grant Award Contract may be terminated by the Board at the end of the period for which funds are available No liability shall accrue to the Board in the event this provision is exercised, and the Board shall not be obligated or liable for any future payments or for any damages as a result of termination under this paragraph. 5. Contirvtion of WorLketivities Aller Termination Termination of this Grant Award Contract does not prohibit the Grantee from independently continuing work on the project,. but any such independent continuation is solely the responsibility or the Grantee. 6. Cancellation for Conflict pf Interest Pursuant to A.K.S. § 3S-51 I, the Board may cancel this Grant Award Contract within 3 years after Grata Award Contract execution wtthont penalty or further obligation if any person significantly involved in initiating, negotiating, securing, drafting cremating the Grant Award Contract on behalf of the Board is or becomes at any tirne while the Grant Award Contract or an extension of the Grant Award Contract ia in offo°1 an egt'PloYee of Or i conaullani to any other Party to this Grant Award Contract with respect 2.1 Page 6 of 9 to the subject matter of the Grant Award Contract. The cancellation shall be effective when the Grantee receives written notice of the cancellation unless the notice specifics a later time. If the Grantee is a political subdivision of the State, it may also cancel this Grant Award Contract as provided in A.R.S. § 38-51 L Non-Discrimination The Grantee shall comply with Executive Order 2009-09, which mandates that during the performance of this Grant Award Contract, the Grantee and its contractors and subcontractors will riot discriminate against any employee or subcontractors applicant for employment will take bccause of race, age, color, religion, sex or national origin. The Grantee and its contractors and employment without regard affirmative to their race, action age, to insure that applie;ints are erriployed and that employees are treated during limiled to the following: employment, upgrading, color, demotion religion, sex or national origin. Such action shAll include, but ia not termination, rates of pay or other forms of compensation and selection or transfer, for refaUiiiTICIIE training, including or recruitment advertising. Layoff Or and its contractors and subcontractors shall post in conspicuous piaci= available to ernptoyees apprenticeship. and The Grantee employment notices setting forth the. provisions of this 110114iSeritninatiOrl Ciause. Grantee agrees to CILS1Ure a.pplicanis that for the provisions of this paragraph are included in all of its contracts with contractors and subcontractors relating to this Grant Award Contract. Payments L Use of Grant t j.inds Grantee agrees that grant funds will be used in accordance with the terms of this Grant Award item COrlaraCt. Awarded grant funds shall be used solely for eligible prtupo.ses as approved by the Board_ Line he exceeded funding is by considered the estimates of eases; however, the total project eosils are considered exact and Shail not Amendment. Grantee unless this Grant Award Contract is amended in a Grant Award Contract determined by Substarglani the Board will performance constitute by Grantee of its obligations under this Grant Award Contract as to comply with the purpose and/or mnditions noncompliance of this Grant with this Grant Award Contract. Any deviation of failure approval of the Board may constitute sufficient reason for the Award Board Contract to terminate by Granter this Grant without prior written revoke the grant, require the return of all unspent funds, perform an audit of expended funds, Award and require Contract, the return of any previously spent funds that are determined by the Board to have been spent in violation of the purpose or conditions of this Grant Award Contract. 2, Actual glig,lkinjbtirsement ,and Advance Al] payments made under this Grant Award Contract shall be by actual cosi, a. Payments under the Grant Award Contract shall be by actual COSI and reimbursement_ The Grantee is eligible for reimbursement of actual expenses incurred that are neocssary to complete tasks as specified in the Scope of Work. I. The Grantee may request advance payment of partial grant funds. The Grantee shalt s-uhma written Justi r=tion to the Board explaining the need for a funding advance and detailed documentation justifying the amount of the advance requested. Funding advances will be subject to Board approval, If advance payment is made, the Grantee shall demonstrate that all advanced monies have been expended prior to requesting reimbursement for other allowable expenses. Additionally, Grantee must reimburse the Board any advances paid that were in excess of actual costs of implementing the grant project, 3. Conditions g Each payrnent is conditioned upon receipt and approval by the Beard of the deliverable(s) specified in the Scope of Work and shall be accompanied by reasonable assurance (documentation, receipts, invoices, etc.) that the goods and services for which payment is requested were actually received and performed. The Board has the right to disallow contributions determined inappropriate or unreasonable. The Board shall have a minimum of thirty (30) working days to approve the deliverable(s) and payment request forms. D ORO' Page 7 of 9 4. Default If the Board determines that the Grantee is in default in the performance of any obligation under this (mint Award Contract, the Board may either adjust the amount of payment or withhold payment until satisfactory resolution of the default. 5_ MS 1.1V-9 If Grantee is not a political subdivision of the State, in order to receive payment under any resulting. Grant Award Contract, the Grantee shall have a curreril IRS-W9 Form on file with the Board. ReccLQmszin.of Payments The Grantee shall reimburse the Board for all grant funds deterrninod by the r14113111 not to have been spent in Eccordance with the Minns of this Grain Award Contract. Ownership of I nfrirma lien Title to all documents, reports and other rrtaterials prepared by the Grantee in performance of this Grant Award Contract shall rest in the Board, except for copyrighted material prepared in advance of this Grant Award Cuntract by the Grantee at the expense of the Grantee_ The Board shall have full and complete rights to reproduce, duplicate. disclose : publish, advertise, perform and otherwise use all documents, reports and other materials prepared under this Grant Award Contract, execf-4 tot 1:011Yrigilted material. The Grantee shall have full and complete rights to reproduce, auplicate, disclose, publish, advertise, perform and otherwise use all documents, reports and other materials prepared under this Grant Award Contract. Notices Whenever notice is required pursuant to this Grant Award Contract, such notice shall be in writing and shall be directed to the persons and addresses specified for such purpose in the Scope of Work, or to such other persons and addresses as either piny may designate to the other party in writing_ Unless otherwise set forth in this Grant Award Contract, notice shall be delivered in person or by certified mail, return receipt requested, Notices, correspondences and payments on hehal I of the Board to the Grantee shall be sent to: • Grantee Name; • Grantee Mailing A : )01 10, _:I_J, ,5.11.. cp. i-le._ ‘ie2 7"7 • Grantee City: • Grantee Zip Code: _____IK_ _______ • Grantee Telephone Nurnbet7_442-Ef;24,2_41t., • Grantee FAX Number: • Grantee E-Mail Address: Notices, eorrespondmice, data, analyses, inquires, invoices, technical reports and other information, including all Deliverables from the Grantee to the Board shall he sent to: • Constable Ethics Standanic & Training Board POBOX 13116 Phoenix, Arizona 85002 Telephone: 602-343-6280 Facsimile: 602-712-1252 E.rnai 1: cesthOsizcapitoloonsulting.corn Deli veva Hes 1, Included with every reimbursement or payment request, the Grantee shall submit to the Board a budgo report and brief narrative report. A paper copy of the budget and narrative reports shall he mailed trli the Board, The reports shall include, but are not limited to, budget expenditum, in-kind expenditures, and a brief narrative of the Project's progress, as applicable_ Grantee MUSE Obtain Board pre-approval before any funds are relocated within the original/approved budget ia the grant application. The Grantee is responsible for responding to any inquirics from the Board. ODIGINAL Page 8 of 9 I The Grantee shall identify the grant contract number in all reports submitted to the Board. 3. On a quarterly basis, wail the project is convleted and the Grant Award Contract is terminated, the Grantee shall submit to thc Board a budget report and narrative report. The reports shall include, but are not limited to, budget expenditures., in-kind expenditure; and a narrative detailing how grant funds were used to whew project objectives to date as outlined by the Grantee in the grant application. Reports,must be witit_L_ othe oarc _l_kulag lasi day of c Quanr lkwin execution of the ckant Awant Contract, 4. At the end of the project, a final budget and final narrative report mwo be submitted and approved by the Board. The final narrative report shall include al a minimum: a summary of the project goals ittld Objeclives, project results or outcomes (including any data or photos). aspects of the project that worked well and things that did not work wetl, any public involvement and CoordinflthM, how thc prOjera has advanced the program goals, and bow the project has benefited thc State. Thc Board will not disburse final payment until th4 final report and all requirements of the Grant Award Contract have been fulfilled. All retnaining grant funds or outstanding grant funds must be reconciled. 5. The Grantee shall include the following language in all reports prepared for this Grant Award Contract and in any publication of reports or results generated with the financial support of the Board: a. The Constable Ethics Standards & Training Board has Funded all or a portion of this PrOjeCim b. "The views or findings presented are the Grantees and do not necessarily re/present those of the State, or the Constable Ethics Standards & Training 13oard." ORIGINAL Pirge Cl of SCOPE OF WORK A p;_th DEP iD A The Scope of Work for this project is bound to the provisions of the approved grant application which is incorporicd into this airearient as Addendum A_ All project tasks and costs must coincide with thc approved grant application. 48941772•