CONTRACT WITH UMOM NEW DAY CENTERS, INC ESG.PDF
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CONTRACT FOR SERVICES AGREEMENT BETWEEN MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT AND UMOM NEW DAY CENTERS, INC. Agreement Amount: $70,000 Agreement Start Date: July 1, 2016 Agreement Termination Date: June 30, 2017 Agreement Number: C-22-17-035-3-00 CFDA: 14.231 Emergency Solutions Grant DUNS #: 833209158 This Contract for Services Agreement (“Agreement”) is entered into by and between UMOM New Day Centers, Inc., a community based non-profit organization (hereinafter referred to as the “Contractor” or “Shelter” or “UMOM”), and Maricopa County, administered by its Human Services Department, (hereinafter referred to as the “County”). The Contractor and County are collectively referred to herein as the “Parties” and individually as a “Party.” The Contractor, for and in consideration of the covenants and conditions set forth in this Agreement, shall provide and perform the services set forth herein. All rights and obligations of the Parties shall be governed by the terms of this Agreement, its exhibits, attachments, and appendices, including any subcontracts, amendments, or change orders as set forth herein and in: Section I – General Provisions Section II – Special Provisions Section III – Work Statement Section IV – Compensation Section V – Attachments Contractor Representative: Darlene Newsom, Chief Executive Officer Phone: 602-275-7852 Address: 3333 East Van Buren Street Phoenix, AZ 85008 E-mail: dnewsom@umom.org Maricopa County: Rachel Milne, Assistant Director Community Development Division Phone: 602-372-1528 Address: 234 North Central, Suite 3000, Phoenix, AZ 85004 E-Mail: milner@mail.maricopa.gov Notices under this Agreement shall be given by personal delivery or by registered or certified mail postage prepaid and return receipt requested, to the persons at the addresses set forth above and shall be effective three (3) days after being mailed, unless otherwise indicated in the notice. This Agreement contains all the terms and conditions agreed to by the Parties. No other understanding, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind either Party hereto. Nothing in this Agreement shall be construed as consent to any lawsuit or waiver of any defense in any lawsuit brought against the State of Arizona, the County, or the Contractor in any State or federal court. 1 IN WITNESS THEREOF, the Parties have signed this Agreement: Approved By: Approved By: UMOM NEW DAY CENTERS MARICOPA COUNTY ______________________________________ _____________________________________ Chief Executive Officer Chairman, Board of Supervisors ______________________________________ _____________________________________ Date Date Attested to: _____________________________________ Clerk, Board of Supervisors Date THIS AGREEMENT HAS BEEN REVIEWED IN ACCORDANCE WITH A.R.S. §§ 11-201, BY THE UNDERSIGNED ATTORNEY(S) AND 11-251, THIS AGREEMENT HAS BEEN WHO HAS DETERMINED THAT THIS REVIEWED BY THE UNDERSIGNED AGREEMENT IS IN PROPER FORM AND ATTORNEY(S) WHO HAS DETERMINED WITHIN THE POWER AND AUTHORITY THAT THIS AGREEMENT IS IN PROPER GRANTED UNDER THE LAWS OF THE FORM AND WITHIN THE POWER AND STATE OF ARIZONA. AUTHORITY GRANTED UNDER THE LAWS OF THE STATE OF ARIZONA. APPROVED AS TO FORM: APPROVED AS TO FORM: ________________________________________ Legal Counsel for Contractor Date ________________________________________ Deputy County Attorney Date 2 SECTION I GENERAL PROVISIONS Maricopa County Human Services Department 3 Section I General Provisions A. PURPOSE County shall provide Contractor with U.S. Department of Housing and Urban Development (HUD) Emergency Solutions Grant (ESG) funds for the provision of Emergency Shelter services as identified in Section III Work Statement. B. TERM The term of this Agreement shall commence upon July 1, 2016, and shall remain in effect until June 30, 2017. The Agreement shall become effective upon approval and signature by both Parties. C. RENEWAL The Agreement may be renewed by a written amendment no more than five (5) times for a period of one (1) year each, provided however, that Contractor is in full compliance with all terms and conditions of this Agreement. 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 terms thereafter. D. AMENDMENTS All Amendments to this Agreement shall be in writing and signed by the Parties. E. TERMINATION 1. Pursuant to A.R.S. §38-511, the County may cancel this Agreement 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 Agreement or any extension of the Agreement is in effect, an employee or agent of any other party to the Agreement in any capacity or consultant to any other party of the Agreement with respect to the subject matter of the Agreement. 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 Agreement 2. Either Party may terminate this Agreement at any time by giving the other Party at least sixty (60) calendar days prior notice in writing (unless terminated by the Board of Supervisors under the Availability of Funds provision). The notice shall be given by personal delivery or by registered or certified mail, postage prepaid and return receipt requested, to the persons at the addresses set forth on the Cover Page of this Agreement. 3. This Agreement may be terminated by mutual written agreement of the Parties specifying the termination date therein. 4. The County has the right to terminate this Agreement upon twenty-four (24) hour notice when the County determines that the health or welfare of the service recipients are endangered or the Contractor’s non-compliance jeopardizes funding source financial participation. If not terminated by one of the above methods, this Agreement shall terminate upon the expiration of the term of this Agreement stated on the Cover Page of this Agreement. 5. In accordance with 2 CFR § 200, County may suspend or terminate this Agreement if Contractor violates any term or condition of this Agreement or if Contractor fails to maintain a good faith effort to carry out the purpose of this Agreement. 6. County or Contractor may terminate this Agreement for convenience in accordance with 2 CFR § 200. Both Parties shall agree upon the termination conditions including the effective date of the termination. The party initiating the termination shall notify the other party in writing stating the reasons for such termination. 4 Section I General Provisions F. EFFECT To the extent that the Special Provisions are in conflict with the General Provisions, the Special Provisions shall control. To the extent that the Work Statement is in conflict with the General Provisions or the Special Provisions, the Work Statement shall control. To the extent that the Compensation Provisions are in conflict with the General Provisions, Special Provisions, or Work Statement, the Compensation Provisions shall control. Nothing herein shall operate to increase the Operating Budget without a written amendment thereto. G. DEFINITIONS As used throughout this Agreement, the following words and terms shall have the following meanings: 1. Assistant Director means the Director of the Community Development Division within the Human Services Department. 2. Director means the Director of the Human Services Department. 3. Contract Administrator means the person administering this Agreement on behalf of the County. 4. Division means the Community Development Division of the Maricopa County Human Services Department. 5. Juvenile means any person under the age of eighteen (18). 6. Provider means the Contractor and any Subcontractor providing services under this Agreement. 7. Public Agency has the meaning prescribed by A.R.S. § 11-951. 8. Subcontract means any contract entered into by the Contractor with a third party for performance of any of the work or the provision of any of the services under this Agreement. 9. Subcontractor means an entity employed by or funded through the Contractor to perform any of the work or provide any of the services under this Agreement. 10. Work Statement means Section III of this Agreement which describes the services to be delivered under this Agreement. H. GENERAL REQUIREMENTS 1. The terms of this Agreement shall be construed in accordance with Arizona law and the applicable laws and regulations of the United State Department of Housing and Urban Development (HUD). Any lawsuit arising out of this Agreement shall be brought in the appropriate court in Maricopa County, Arizona. 2. Contractor shall, without limitation, obtain and maintain all licenses, permits and authority necessary to do business, render services and perform work under this Agreement, and shall comply with all laws regarding unemployment insurance, disability insurance, and workers’ compensation. 3. The Contractor is an independent contractor in the performance of work and the provision of services under this Agreement and is not to be considered an officer, employee or agent of the County. 4. Contractor shall comply with the regulations prohibiting a conflict of interest and shall not make any payments, either directly or indirectly, to any person, partnership, corporation, trust or other organization that has a substantial interest in the Contractor's organization or with which Contractor (or one of its directors, officers, owners, trust certificate holders or a relative thereof) has a substantial interest, unless Contractor has made full written disclosure of the proposed payments to the County and has received written approval therefore. 5. For purposes of this provision, the terms "substantial interest" and "relative" shall have the meanings prescribed by A.R.S. § 38-502. 6. Contractor hereby accepts the award of funds under the terms of this Agreement and agrees to execute and return this Agreement to the County within 30 days of receipt unless Contractor received a written waiver of this requirement by the County. 5 Section I General Provisions I. ASSIGNMENT AND SUBCONTRACTING No right, liability, obligation or duty under this Agreement may be assigned, delegated or subcontracted, in whole or in part, by Contractor without the prior written approval of the Contract Administrator. Contractor shall bear all liability under this Agreement, even if it is assigned, delegated, or subcontracted, in whole or in part, unless the County agrees otherwise. J. AVAILABILITY OF FUNDS 1. The provisions of this Agreement relating to the payment for services shall become effective when funds assigned for the purpose of compensating the Contractor, as provided herein, are actually available to the County for disbursement. The County shall be the sole authority in determining the availability of funds under this Agreement and the County shall keep the Contractor fully informed as to the availability of funds. 2. If any action is taken by any State agency, federal County or any other agency or instrumentality to suspend, decrease or terminate its fiscal obligation under, or in connection with this Agreement, the County may amend, suspend, decrease or terminate its obligations under or in connection with this Agreement. In the event of termination, the County shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services performed are in accordance with the provisions of this Agreement. The County shall give written notice of the effective date of any suspension, amendment, or termination under this section at least ten (10) calendar days in advance. K. BUDGET ADJUSTMENTS Any requests for reasonable budget adjustments shall be submitted ninety (90) days prior to the expiration date of this Agreement. Requests for financial adjustments to this Agreement shall be supported by appropriate documentation. If the County agrees to the budget adjustments, the County shall follow section D of this Agreement to amend this Agreement. L. DISPUTES 1. Except as may otherwise be provided for in this Agreement, the Parties may attempt to informally resolve any dispute arising out of this Agreement for a reasonable period of time, which shall not exceed one hundred twenty (120) days. Disputes which are not resolved in that time period, shall be submitted in accordance with the following formal dispute resolution process. 2. If a dispute cannot be resolved informally, the Contractor shall notify the Department in writing by mailing notice of the dispute to the Assistant Director within ten (10) working days from expiration of the informal dispute resolution process described in paragraph 1 above. The Assistant Director, as applicable, shall respond in writing to the Contractor within fourteen (14) working days of receipt of the Contractor’s written notice. The decision of the Assistant Director shall be final and conclusive unless, within seven (7) working days from the date the Contractor receives the decision, Contractor files a written notice of appeal with the Department’s Director who shall provide the Contractor with a written response within fourteen (14) working days following receipt of the Contractor’s notice of appeal. The decision of the Director shall be final. 3. Pending a final decision of the Director, the Contractor shall proceed diligently with the performance of this Agreement in accordance with the Assistant Director’s decision. M. DEFAULT AND REMEDIES FOR NONCOMPLIANCE 1. Notwithstanding anything to contrary, this Section shall not be deleted or superseded by any other provision of this Agreement. 2. This Agreement may be immediately terminated by the County if the Contractor defaults by failing to perform any objective or breaches any obligation under this Agreement, or any event occurs that jeopardizes the Contractor’s ability to perform any of its obligations under this 6 Section I General Provisions Agreement. The County reserves the right to have service provided by persons other than the Contractor if the Contractor is unable or fails to provide required services within the specified time frame in the work statement. 3. Failure to comply with the requirements of this Agreement and all the applicable federal, state, or local laws, rules, and regulations may result in suspension or termination of this Agreement, the return of unexpended funds (less just compensation for work satisfactorily completed that, to date, has not been paid), the reimbursement of funds improperly expended, or the recovery of funds improperly acquired. Noncompliance includes, but is not limited to: a. Non-performance of any obligations required by this Agreement. b. Non-compliance with any applicable federal, state, or local laws, rules or regulations, including HUD guidelines, policies, or directives. c. Unauthorized expenditure of funds. d. Improper disposition of program income. e. Non-compliance with applicable financial record requirements, accounting principles, or standards established by OMB circulars and 2 CFR §200 et seq. f. Non-compliance with recordkeeping, record retention, or reporting requirements. 4. Notwithstanding the suspension or termination of this Agreement, or the final determination of the proper disposition of funds, Contractor shall, without intent to limit or with restrictions, be subject to the following: a. All awards of funding shall be immediately revoked, and any approvals related to the project described in the Special Provision or Work Statement shall be deemed revoked and canceled. Thereby, any entitlements to compensation after suspension or termination of this Agreement are similarly revoked and unavailable. b. Not be relieved of any liability or responsibility associated with the Special Provision or Work Statement. c. Acknowledge that suspension or termination of this Agreement does not affect or terminate any rights against the Contractor at the time of suspension or termination, or that may accrue later. Nothing herein shall be construed to limit or terminate any right or remedy available under contract or rule. d. Wavier of a breach or default of any term, covenant, or condition of this Agreement or any federal, state, or local law, rule, or regulation shall not operate as a waiver of any subsequent breach of the same or any other term, covenant, condition, law, rule, or regulation. 5. The Contractor shall, upon notice or with knowledge obtained by itself or others, take any and all proactive actions necessary, and provide any and all applicable remedies to address and correct any act by itself, its employees, officials, successors, assigns, contractors, or subcontractors that resulted in any wrongdoing (intentional or unintentional); misuse or misappropriation of funds; the incorrect or improper disposition of funds; any violation of any federal, state, or local law, rule, or regulation; or the breach of any certification or warranty provided in this Agreement N. SEVERABILITY Any provision of this Agreement that is determined to be invalid, void or illegal by a court shall in no way affect, impair or invalidate any other provision hereof, and the remaining provisions shall remain in full force and effect. O. STRICT COMPLIANCE The County’s acceptance of Contractor’s performance that is not in strict compliance with the terms of this Agreement shall not be deemed to waive the requirements of strict compliance for all future performance. All changes in performance obligations under this Agreement shall be in writing and signed by both Parties. 7 Section I General Provisions P. SINGLE AUDIT ACT REQUIREMENTS If the Contractor receives $750,000 in federal funds, the Subrecipient is subject to the federal audit requirements of the Single Audit Act of 1984, as amended (Pub. L. No. 98-502) (codified at 31 U.S.C. §§ 7501, et seq.). Subrecipient shall comply with 2 CFR § 200 Subpart F. Upon completion, such audits shall be made available for public inspection. Audits shall be submitted within the twelve (12) months following the close of the fiscal year. Subrecipient shall take corrective actions within six (6) months of the date of receipt of the reports. The County shall consider sanctions as described in 2 CFR § 200.505 if Subrecipient is noncompliant with the audit requirements. Q. AUDIT DISALLOWANCES 1. Contractor shall, upon written notice thereof, reimburse the County for any payments made under this Agreement that are disallowed by a federal, State, or County audit in the amount of the disallowance, as well as all court costs and attorney’s fees the County spends to pursue legal action relating to a disallowance. Court costs and attorney’s fees incurred shall be specifically identified as applicable to the recovery of the disallowed costs in question. 2. If the County determines that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance and the required course of action, which shall be at the option of the County to either adjust any future claim submitted by Contractor by the amount of the disallowance or to require immediate repayment of the disallowed amount by the Contractor issuing a check payable to the County. R. COMPETITIVE BID REQUIREMENTS 1. Equipment If this Agreement is with other than a Public Agency, Contractor shall obtain all equipment to be utilized under this Agreement and purchased with funds provided under this Agreement at the lowest practical cost pursuant to the following competitive bidding system: a. Procurements in excess of $300, but less than $1,000, require oral price quotations from two (2) or more vendors. Contractor shall keep and maintain a record of the vendors’ verbal quotations. Contractor’s award shall be made to the lowest bidder meeting specification requirements concerning price, conformity to specifications, and other purchasing factors. b. Procurements exceeding an aggregate amount of $1,000 shall be approved by the Contract Administrator. At least three (3) bidders shall be solicited to submit written quotations. Contractor shall solicit written quotations by issuing a Request for Quotation to at least three (3) vendors. The award shall be made to the lowest bidder meeting specification requirements concerning price, conformity to specifications, and other purchasing factors. 2. Supplies If this Agreement is with other than a Public Agency, Contractor shall obtain all supplies to be utilized under this Agreement and purchased with funds provided under this Agreement at the lowest practical cost and pursuant to a system of written quotes whenever the price is expected to be greater than $300, unless the Contractor obtains the Contract Administrator’s prior written approval to purchase supplies by an alternate method. 3. Minority, Women and Small Business Enterprises Contractor shall take affirmative steps to provide an opportunity for minorities, women, and small businesses to compete in the procurement of equipment and supplies under this Agreement. 4. If Contractor is a Public Agency, Contractor's own bidding procedures shall govern. 5. Funding source requirements relating to competitive bid procedures may supersede any or all subparts of this clause and will be specified in the Special Provisions Section of this Agreement. 8 Section I General Provisions S. PROPERTY Any property furnished or purchased pursuant to the terms of this Agreement shall be utilized, maintained, repaired, and accounted for in accordance with instructions furnished by the County, and title to all such property shall revert to the County upon the expiration or termination of this Agreement, unless the Contract Administrator determines otherwise. The costs to repair such property are the responsibility of Contractor within the limits budgeted herein. Repair costs beyond the budgeted amount shall be approved by the Contract Administrator. T. NON-LIABILITY The County, its officers, representatives, agents and employees shall not be liable for any act or omission by Contractor, or any Subcontractor or any officer, representative, agent, or employee of the Contractor or any Subcontractor that relates to this Agreement, and shall not be liable for any purchases or contracts made by Contractor, any Subcontractor, or any officer, representative, agent, or employee of Contractor or any Subcontractor, in connection with this Agreement. U. INDEMNIFICATION To the fullest extent permitted by law, the Contractor shall, and shall cause any of its Subcontractors to, indemnify, defend save and hold harmless the State of Arizona and Maricopa County, any jurisdiction or agency issuing any permits for any work arising out of this Agreement, and their respective directors, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor and any of its Subcontractors, or any of the directors, officers, agents, or employees of Contractor and any of its Contractors. This indemnity includes any claim or amount arising out of or recovered under the Workers’ Compensation Law or arising out of the failure of the Contractor or any of its Subcontractors to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the Parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by the Contractor and any of its Subcontractors from and against any and all claims. It is agreed that the Contractor and any of its Subcontractors will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. V. INSURANCE 1. The Contractor, 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++6. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies who 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. 2. 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 Agreement is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this Agreement. 3. The Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 4. Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect coverage afforded under the insurance policies to protect County. 9 Section I General Provisions 5. 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. The Contractor shall be solely responsible for the deductible and/or self-insured retention and County, at its option, may require the Contractor to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 6. County reserves the right to request and to receive, within ten (10) working days, certified copies of any or all of the herein required insurance certificates. County shall not be obligated to review policies and/or endorsements or to advise the Contractor of any deficiencies in such policies and endorsements, and such receipt shall not relieve the Contractor from, or be deemed a waiver of County’s right to insist on strict fulfillment of the Contractor’s obligations under this Agreement. 7. The insurance policies required by this Agreement, except Workers’ Compensation, shall name County, its agents, representatives, officers, directors, officials and employees as Additional Insured’s. 8. The 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 the Contractor’s work or service. 9. The Contractor’s policies shall stipulate that the insurance afforded the Contractor shall be primary insurance and that any insurance carried by the County, its agents, officials, employees or the State of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41-621 (E). 10. Coverage provided by the Contractor shall not be limited to the liability assumed under the indemnification provisions of this Agreement. 11. Commercial General Liability: a. Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $2,000,000 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. 12. Workers’ Compensation: a. Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of the Contractor’s employees engaged in the performance of the work or services under this Agreement; 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. b. The Contractor waives all rights against County 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 the Contractor pursuant to this Agreement. 13. Sexual Molestation And Physical Abuse: a. When services involve working with these groups of individuals, the insurance requirements in the Agreement need to be revised to include coverage for "sexual molestation and physical abuse". Coverage for this type of claim, or allegation, is excluded from standard general liability policies. Therefore, the Contractor whose services include working with and/or caring for children/elderly and disabled persons should have their policies specifically endorsed to include this coverage. 10 Section I General Provisions b. Coverage for this type of claim, or allegation, is excluded from standard general liability policies. Therefore, contractors whose services include working with and/or caring for children/elderly and disabled persons should have their policies specifically endorsed to include this coverage 14. Commercial General Liability – Occurrence Form: Policy shall include bodily injury, property damage and broad form contractual liability coverage. 15. The policy shall be endorsed to include coverage for physical/sexual abuse and molestation. 16. The policy shall be endorsed to include the following additional insured language: "(Maricopa County), its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers shall be named as additional insureds with respect to liability arising out of the activities performed by, or on behalf of the Contractor". Minimum Limits: General Aggregate $4,000,000 Each Occurrence Limit $2,000,000 Sexual Abuse/Molestation $2,000,000 17. Certificates of Insurance: a. Upon Agreement execution, the Contractor shall furnish the County with valid and complete certificates of insurance or formal endorsements as required by the Agreement, issued by the Contractor’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Agreement are in full force and effect. Such certificates shall identify this Agreement number and title. b. Prior to commencing work or services under this Agreement, the Contractor shall have insurance in effect as required by the Agreement in the form provided by the County, issued by the Contractor’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Agreement are in full force and effect. Such certificates shall be made available to the County upon ten (10) business days. BY SIGNING THE AGREEMENT PAGE THE CONTRACTOR AGREES TO THIS REQUIREMENT AND FAILURE TO MEET THIS REQUIREMENT WILL RESULT IN CANCELLATION OF AGREEMENT. c. In the event any insurance policy(ies) required by this Agreement is (are) written on a “claims made” basis, coverage shall extend for two years past completion and acceptance of the Contractor’s work or services and as evidenced by annual Certificates of Insurance. d. If a policy does expire during the life of the Agreement, a renewal certificate must be sent to County fifteen (15) days prior to the expiration date. 18. Cancellation and Expiration Notice: a. Insurance required herein shall not be permitted to expire, be canceled, or materially changed without thirty (30) days prior written notice to the County. b. If the Contractor provides professional or semi-professional personal services under this agreement for which malpractice or professional liability coverage is available, such as medical, psychiatric, or legal services, Contractor shall carry minimum liability coverage of $2,000,000 each occurrence and provide the County with proof of coverage. 19. Subcontractors: The Contractor’s certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall furnish to Maricopa County separate certificates for each subcontractor. All coverages for subcontractors shall be subject to the minimum requirements identified above. 11 Section I General Provisions 20. Approval: Any modification or variation from the insurance requirements in any Agreement must have prior approval from the County whose decision shall be final. Such action will not require a formal Agreement amendment, but may be made by administrative action. 21. Exceptions: In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance Requirements shall not apply. Such public entity shall provide a Certificate of Self-Insurance. W. OFFSHORE PERFORMANCE OF WORK PROHIBITED Due to security and identity protection concerns, direct services under this Contract shall be performed within the borders of the United States. Any services that are described in the specifications or scope of work that directly serve the State of Arizona or its clients and may involve access to secure or sensitive data or personal client data or development or modification of software for the State shall be performed within the borders of the United States. Unless specifically stated otherwise in the specifications, this definition does not apply to indirect or “overhead” services, redundant back-up services or services that are incidental to the performance of the Contract. The provision applies to work performed by subcontractors at all tiers. X. TECHNICAL ASSISTANCE The County shall provide reasonable technical assistance to Contractor to assist Contractor in complying with State and federal laws, regulations, and accountability for diligent performance and compliance with the terms of this Agreement and all applicable laws, regulations and standards. However, this assistance shall not relieve Contractor of full liability, responsibility and accountability for its actions and performance to comply with the terms of this Agreement. Y. STAFF AND VOLUNTEER TRAINING The County may make available to Contractor the opportunity to participate in any applicable training activities conducted by the County. Z. CLEAN AIR ACT If the total face value of this Agreement exceeds $100,000, Contractor shall comply with all regulations, standards and orders issued pursuant to the Clean Air Act of 1970, as amended (42 U.S.C. §§ 7401, et seq.), to the extent any are applicable by reason of performance under this Agreement. AA. LOBBYING 1. No federal appropriated funds have been paid or will be paid by or on behalf of Contractor to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds, other than federal appropriated funds, have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with any federal contract, grant, loan or cooperative agreement, the Contractor shall complete and submit OMB Form-LLL, titled "Disclosure of Lobbying Activities," in accordance with its instructions and 31 U.S.C. § 1352. BB. RELIGIOUS ACTIVITIES Contractor warrants that none of its costs and none of the costs incurred by any of its Subcontractors will include any expense for any religious activity. 12 Section I General Provisions CC. POLITICAL ACTIVITY PROHIBITED None of the funds, materials, property or services contributed by the County or Contractor under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office. DD. COVENANT AGAINST CONTINGENT FEES Contractor warrants that no person or entity has been employed or retained by it to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee. For breach or violation of this warranty, the County may immediately terminate this Agreement without liability. EE. SAFEGUARDING OF PARTICIPANT INFORMATION The use or disclosure by Contractor of any information concerning an applicant for, or recipient of, services under this Agreement is directly limited to the conduct of this Agreement. Contractor and its agents shall safeguard the confidentiality of this information, just as Contractor would safeguard its own confidential information. Contractor shall include a clause to this effect in all Subcontracts related to this Agreement. FF. RIGHTS IN DATA The Parties shall have the use of data and reports resulting from this Agreement without cost or other restriction, except as otherwise provided by law or applicable regulation. Each Party shall supply to the other Party, upon request, any available information that is relevant to this Agreement and to the performance hereunder. GG. COPYRIGHTS If this Agreement results in a book or other written material, the author is free to copyright the work, but the County reserves a royalty-free, nonexclusive, perpetual and irrevocable license to reproduce, publish, and otherwise use and to authorize others to use, all copyrighted material and all material that may be copyrighted as a result of this Agreement. HH. PATENTS Any discovery or invention arising out of, or developed in the course of, work under this Agreement shall be promptly and fully reported to the County for determination as to whether patent protection on such invention or discovery shall be sought and how the rights in the invention or discovery, including rights under any patent issued thereon, shall be disposed of and administered, in order to protect the public interest. II. AGREEMENT COMPLIANCE MONITORING The County shall monitor Contractor's compliance with, and performance under, the terms of this Agreement. On-site visits for compliance monitoring may be made by the County and/or its grantor agencies at any time during Contractor's normal business hours, announced or unannounced. During an on-site visit, Contractor shall make all of its records and accounts related to work performed and services provided under this Agreement available to the County for inspection and copying. JJ. CONTINGENCY RELATING TO OTHER CONTRACTS AND GRANTS 1. Contractor shall, during the term of this Agreement, immediately inform the Contract Administrator in writing of the award of any other agreement or grant, including any other agreement or grant awarded by the County, where the award may affect either the direct or indirect costs being paid or reimbursed under this Agreement. Contractor’s failure to notify the County of any such agreement shall be a breach of this Agreement and the County may immediately terminate this Agreement without liability. 13 Section I General Provisions 2. The County may request, and Contractor shall provide within a reasonable time, which shall not exceed ten (10) working days, a copy of all such other agreements or grants, when, in the opinion of the County, the award of the agreement or grant may affect the costs being paid or reimbursed under this Agreement. 3. If the County determines that the award to Contractor of such other agreement or grant has affected the costs being paid or reimbursed under this Agreement, the County shall prepare an amendment to this Agreement affecting a cost adjustment. If the Contractor disputes the proposed cost adjustment, the dispute shall be resolved pursuant to the "Disputes" section of this Agreement. KK. MINIMUM WAGE REQUIREMENTS Contractor warrants that it shall pay all its employees who are performing work or providing services under this Agreement not less than the minimum wage specified under Section 206(a)(1) of the Fair Labor Standards Act of 1938, as amended (29 U.S.C. §§ 201, et seq.) by law, regulation or Executive Order 13658. LL. RECOGNITION OF COUNTY SUPPORT Contractor shall give recognition to the County and the funding source for their support when the Contractor publishes materials or releases public information that is paid for in whole or in part with funds received by Contractor under this Agreement. MM. GRIEVANCE PROCEDURE Contractor shall establish a system through which applicants for and recipients of services may present grievances and may take appeals about eligibility and other aspects of Contractor's work under this Agreement. The grievance procedure shall include provisions for notifying the applicants for and recipients of services of their eligibility or ineligibility for service and their right to appeal to the County if the grievance is not satisfied by Contractor up may include monitoring or site visit. NN. NONDISCRIMINATION Contractor, in connection with any service or other activity under this Agreement, shall not in any way discriminate against any person on the grounds of race, color, religion, sex, national origin, age, disability, political affiliation, or belief. Contractor shall include this clause in all of its Subcontracts related to this Agreement. OO. DISABILITY REQUIREMENTS Contractor agrees that any electronic or information technology offered under this Agreement shall comply with A.R.S. §§41-2531 and 2532 and Section 508 of the Rehabilitation Act of 1973, which requires that employees and members of the public shall have access to and use of information technology that is comparable to the access and use by employees and members of the public who are not individuals with disabilities. PP. EQUAL EMPLOYMENT OPPORTUNITY Contractor shall not discriminate against any employee or applicant for employment because of race, age, disability, color, religion, sex or national origin. Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, age, disability, color, religion, sex or national origin. Such action shall include, but is not limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, lay-off or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall, to the extent such provisions apply, comply with Title VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et seq.); the Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); the Age Discrimination in Employment Act of 1967, as amended (29 U.S.C. §§ 621, et seq.); the Americans With Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.); and 14 Section I General Provisions Arizona Executive Order 2009-09, which mandates that all persons shall have equal access to employment opportunities. QQ. UNIFORM ADMINISTRATIVE REQUIREMENTS By entering into this Agreement, 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. RR. FINANCIAL MANAGEMENT Contractor shall establish and maintain a separate, interest-bearing bank account for money provided under this Agreement, or shall establish an accounting system that assures the safeguarding and accountability of all money and assets provided under this Agreement. No part of the money deposited in the bank account shall be commingled with other funds or money belonging to Contractor. All interest earned on the account shall be disbursed in a manner specified by the County in accordance with applicable State and federal regulations. Contractor shall provide a signed bank account agreement authorizing the County to obtain information about the account. If an accounting system is used, it shall be in accordance with generally accepted accounting principles. SS. RETENTION OF RECORDS 1. This provision applies to all financial and programmatic records, supporting documents, statistical records and other records of Contractor that relate to this Agreement. 2. Contractor shall retain all records related to this Agreement 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 longer. The County, federal and State auditors, and any other persons duly authorized by the County shall have full access to and the right to examine, copy and make use of any and all of the records. TT. ADEQUACY OF RECORDS If Contractor’s books, records and other documents related to this Agreement are not sufficient to support and document that allowable services were provided to eligible participants, Contractor shall reimburse the County for the services not supported and documented. UU. IMMIGRATION REFORM AND CONTROL COMPLIANCE 1. Federal Immigration and Nationality Act a. The Parties understand and acknowledge the applicability of the Immigration Reform and Control Act of 1986 (IRCA). The Parties agree to comply with the IRCA in performing under this Agreement and to permit the other Party to inspect personnel records to verify such compliance. b. By entering into this Agreement, the Parties warrant compliance with the Federal Immigration and Nationality Act (FINA) and all other Federal immigration laws and regulations related to the immigration status of its employees. The Parties shall obtain statements from their subcontractors certifying compliance and shall furnish the statements to the other Party upon request. These warranties shall remain in effect through the term of the Agreement. The Parties and their subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the U.S. County of Labor’s Immigration and Control Act for all employees performing work under the Agreement. I-9 forms are available for download at USCIS.GOV. c. The Parties may request verification of compliance for any employee or subcontractor performing work under the Agreement. Should either Party suspect or find that the other Party or any of its subcontractors are not in compliance, then 15 Section I General Provisions the Party may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Agreement for default, and suspension and/or debarment of the other Party. All costs necessary to verify compliance are the responsibility of the Contractor or its subcontractor. 2. Arizona Law: The Contractor warrants that it is in compliance with A.R.S. § 41-4401 (e-verify requirements) and further acknowledges: a. That Contractor and its Vendors, if any, warrant their compliance with all federal immigration laws and regulations that relate to their employees and their compliance with A.R.S. § 23-214; b. That a breach of a warranty under section 1 above, shall be deemed a material breach of this Agreement and the County may immediately terminate this Agreement without liability; c. That the County and any contracting government entity retains the legal right to inspect the papers and employment records of any Contractor or Vendors employee who works on this Agreement to ensure that the Contractor or Vendors is complying with the warranty provided under section 1 above and that the Contractor agrees to make all papers and employment records of said employee(s) available during normal working hours in order to facilitate such an inspection. VV. DRUG FREE WORKPLACE ACT Contractor shall comply with the Drug-Free Workplace Act of 1988 (41 U.S.C. §§ 701, et seq.), which requires that contractors and grantees of federal funds must certify that they will provide drug-free workplaces. This certification is a precondition to receiving a grant or entering into this Agreement. WW. GOVERNOR’S EXECUTIVE ORDER NO. 88-26 Contractor shall use the Arizona Taxonomy of Human Services for reporting and contracting purposes. XX. EMPLOYMENT DISCLAIMER 1. This Agreement is not intended to constitute, create, give rise to, or otherwise recognize a joint venture agreement, partnership, or other business association or organization of any kind between the Parties, and the rights and obligations of the Parties shall be only those expressly set forth in this Agreement. 2. The Contractor agrees that no individual performing under this Agreement on behalf of Contractor may be considered a County agent, employee, or representative and that no rights of County civil service, County retirement, or County personnel rules shall accrue to or apply to any such individual. Contractor shall have total responsibility for all salaries, wages, bonuses, retirement, withholdings, workers’ compensation, occupational disease compensation, unemployment compensation, other employee benefits, and all taxes and premiums appurtenant thereto concerning such individuals and Contractor shall indemnify, defend and hold harmless the County with respect thereto. 3. The County agrees that no individual performing under this Agreement on behalf of County may be considered a Contractor agent, employee, or representative and that no rights of City civil service, Contractor retirement, or Contractor personnel rules shall accrue to or apply to any such individual. The County shall have total responsibility for all salaries, wages, bonuses, retirement, withholdings, workers’ compensation, occupational disease compensation, unemployment compensation, other employee benefits, and all taxes and premiums appurtenant thereto concerning such individuals and the County shall indemnify, defend and hold harmless the Contractor with respect thereto. 16 Section I General Provisions YY. CERTIFICATION REGARDING DEBARMENT, SUSPENSION INELIGIBILITY AND VOLUNTARY EXCLUSION The undersigned, by signing this Agreement, represents that he/she has the authority to bind Contractor to the terms of this Certification. Contractor, as the primary participant in accordance with 45 C.F.R. Part 76, certifies to the best of its knowledge and belief that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal County or agency; 2. Have not within a 3-year period preceding the Start Date of this Agreement, been convicted of or had a civil judgment rendered against them for (1) the 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; (2) the violation of any federal or State antitrust statutes or (3) the commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 3. Are not presently indicted or otherwise criminally or civilly charged by a governmental entity (federal, State, or local) with the commission of any of the offenses enumerated in subparagraph 2 above; 4. Have not, within a three-year period preceding this Start Date of this Agreement, had one or more public transactions (federal, State, or local) terminated for cause or default; 5. Shall immediately notify the County if, at any time during the term of this Agreement, it is debarred, suspended, declared ineligible, or voluntarily excluded from participation. The County may pursue available remedies in the event of such occurrence, including immediate termination of this Agreement without liability; and 6. Shall not enter into a subcontract or sub-recipient agreement with any person or organization that is debarred, suspended, declared ineligible, or voluntarily excluded from participation. The County may pursue available remedies in the event of such occurrence, including immediate termination of this Agreement without liability. 7. Contractor shall include, without modification, the language of this Certification, in all agreements with all sub-recipients and other subcontractors; in all lower tier covered transactions, and in all solicitations for lower tier covered transactions in accordance with 45 C.F.R. Part 76. 8. If Contractor is not able to provide this Certification, an explanation as to why shall be immediately provided to the County, Attention: Assistant Director at the address set forth on the Cover Page of this Agreement. ZZ. CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS AS APPLICABLE FOR FEDERALLY FUNDED PROGRAMS 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; 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; and 3. Contractor shall insert the substance of this clause, including this paragraph (3), in all subcontracts over the simplified acquisition threshold ($150,000 as of September 2013). 17 Section I General Provisions AAA. ISRAEL BOYCOTT A.R.S. § 35-393, Contractor certifies that they are not currently engaged in, and agrees for the duration of the Contract to not engage in, a boycott of Israel. 18 SECTION II SPECIAL PROVISIONS Maricopa County Human Services 19 Section II Special Provisions A. STANDARDS Contractor shall perform the work and provide the services as identified in Section III, the Work Statement, and shall immediately notify the Contract Administrator whenever the Contractor is unable to, or anticipates an inability to, perform any of the work or provide any of the services required by the terms of this Agreement. B. COMPLIANCE WITH LAWS, RULES & REGULATIONS Contractor shall comply with all applicable laws, rules, and regulations, without limitation, to those designated within this Agreement. C. IT 508 COMPLIANCE Unless specifically authorized in the Agreement, any electronic or information technology offered to the County under this Agreement shall comply with A.R.S.§ 41-3531 and § 41-3532 as may be amended, and Section 508 of the Rehabilitation Act of 1973, which requires the employees and members of the public shall have access to use of information technology that is comparable to the access and use by employees and members of the public who are not individuals with disabilities. D. BUDGET ADJUSTMENTS, CHANGE ORDERS AND AMENDMENTS 1. This Agreement may not be amended without a written amendment executed by the Parties. 2. The Contractor is required to notify the County, in writing, within fifteen (15) calendar days, of any changes in the following: a. Agency authorized signatory b. Agency address, phone, fax or email addresses c. Person to whom Agreement notices should be sent d. Any variation of insurance required by this Agreement 3. Notwithstanding the foregoing, the Parties may agree in writing, to make non-substantive changes as follows: a. Work Statement activities reflecting changes in the County’s regulations, policies, or requirements. b. Payment Adjustments: a 10% change in a payment category as long as the change does not result in an increase or decrease in the total contract budget amount. c. Administrative requirements, such as reporting format quality, and/or quantity, as required by the funding source or the County’s regulations, policies, or requirements. 4. Change orders shall also be in writing and executed by the Contractor and the Director and approved by counsel. 5. Changes that result in an increase or decrease in the total contract budget will require a formal contract amendment pursuant to Section D of the General Provisions. 6. Any dispute or disagreement resulting from written change orders shall constitute a dispute within the meaning of the dispute clause of the contract General Provisions and shall be resolved accordingly. E. DEFINITIONS As used throughout this Section, the following terms shall have the following meanings: 1. Benchmarks mean milestones of the Contractor’s progress toward a specific performance goal. 2. Emergency shelter means any facility, whose primary purpose is to provide temporary or transitional shelter for the homeless in general, or for specific populations of the homeless. 3. HMIS means the Homeless Management Information System (HMIS) a local information technology system used to collect client-level data and data on the provision of housing and services to homeless individuals and families and persons at risk of homelessness. 20 Section II Special Provisions 4. Homeless means an individual or family that lacks a fixed, regular and adequate nighttime residence; or an individual or family that has a primary nighttime residence that is: a. A supervised publicly or privately operated shelter designed to provide temporary living accommodations; b. An institution that provides a temporary residence for individuals intended to be institutionalized; c. A public or private place not designed for, or ordinarily used as, a regular sleeping accommodation for human beings; d. The term does not include any individual imprisoned or otherwise detained pursuant to a federal, state or local laws or regulations. 5. Materials/supplies means office supplies such as pencils, papers and forms, but not data processing supplies. 6. Operations means service necessary to perform shelter operations including rent, security systems, fuel, equipment, insurance, utilities, furnishings, and supplies for shelter clients. 7. Personnel means all staff members, in whole, or in part, who are directly involved in and who are paid to provide services under this Contract. 8. Emergency shelter services means services that may include shelter facility operations and supported by ancillary services. 9. Unit of service means one bed per night per person. F. PROGRAM SPECIFIC AUDIT In accordance with 2 CFR 200.507, Contractor shall have a program-specific audit with respect to internal controls, compliance requirements, suggested audit procedures, and audit reporting requirements. Contractor shall, at its own expense, file with the Human Services Department, either: 1. Audited financial statements prepared in accordance with generally accepted accounting principles audited by an independent certified public accountant. G. AUDIT REQUIREMENTS In accordance with A.R.S. § 11-624, the Contractor shall, at its own expense, file with the County, either: 1. Audited financial statements prepared in accordance with federal single audit requirements or, 2. Financial statements prepared in accordance with generally accepted accounting principles audited by an independent certified public accountant. H. FINGERPRINTING 1. Contractor shall comply with, and shall ensure that all Contractor’s employees, independent contractor, subcontractors, volunteers and other agents comply with, all applicable (current and future) legal requirements relating to fingerprinting, fingerprinting clearance cards, certification regarding pending or past criminal matters, and criminal records checks that relate to contract performance. 2. Applicable legal requirements relating to fingerprinting, certification, and criminal background checks may include, but are not limited, to the following: A.R.S. §§ 36-594.01, 36-3008, 41-1964, and 46-141. All applicable legal requirements relating to fingerprinting, fingerprint clearance cards, certification regarding pending or past criminal matters, and criminal records checks are hereby incorporated in their entirety as provisions of this Agreement. The Contractor is responsible for knowing which legal requirements relating to fingerprinting, fingerprint clearance cards, certifications regarding pending or past criminal matters, and criminal records checks relate to contract performance. 3. To the extent A.R.S. §§ 46-141 is applicable to Agreement performance or the services provided under this Agreement, the following provisions apply: 21 Section II Special Provisions a. Personnel who are employed by the Contractor, whether paid or not, and who are required or allowed to provide services directly to juveniles or vulnerable adults shall have a valid fingerprint clearance card or shall apply for a fingerprint clearance card within (7) seven working days of employment. b. Except as provided in A.R.S. § 46-141, this Agreement may be cancelled or terminated immediately if a person employed by the Contractor and who has contact with juveniles certifies pursuant to the provisions of A.R.S § 46-141 (as may be amended) that the person is awaiting trial or has been convicted of any of the offenses listed therein in the State, or of acts committed in another state that would be offenses in this State, or if the person does not possess or is denied issuance of a valid fingerprint clearance card. 4. The Contractor shall maintain the Fingerprint clearance results and any related forms or documents in a confidential file for six (6) years after termination of the Agreement. 5. Upon request the Contractor shall make available valid fingerprint clearance card to County. I. BACKGROUND CHECKS FOR EMPLOYMENT THROUGH CENTRAL REGISTRY If providing direct services to children or vulnerable adults, the following shall apply: 1. The provisions of A.R.S. § 8-804 (as may be amended) are hereby incorporated in its entirety as provisions of this Agreement. 2. Contractor shall have Central Registry Background Checks on staff providing services to children or vulnerable adults. The information contained in the Central Registry will be used as a factor to determine qualifications for positions that provide direct service to juveniles or vulnerable adults as follows: a. Any person, their employees or volunteers who apply for a contract with the County; or b. All employees of the Contractor; or c. A subcontractor of the Contractor and the subcontractor’s employees; and d. Prospective employees of the Contractor or its subcontractor at the request of the prospective employer. 3. Volunteers who provide direct services to children or vulnerable adults shall have a Central Registry Background Check which is to be used as a factor to determine qualifications for volunteer positions. a. A person who is disqualified because of a Central Registry Background Check may apply to the Board of Fingerprinting for a Central Registry exception pursuant to A.R.S. § 41-619.57. A person who is granted a Central Registry exception pursuant to A.R.S. § 41-619.57 is not entitled to a contract, employment, licensure, certification or other benefit because the person has been granted a Central Registry exception. b. Before being employed or volunteering in a position that provides direct services to children or vulnerable adults under this Agreement, persons shall certify on forms obtained from ADES whether an allegation of abuse or neglect was made against them and was substantiated. The completed forms are to be maintained as confidential. 4. A person awaiting receipt of the Central Registry Background Check may provide direct services to clients after completion and submittal of the Direct Service Position certification form if the certification states: a. The person is not currently the subject of an investigation of child abuse or neglect in Arizona or another state or jurisdiction; and b. The person has not been the subject of an investigation of child abuse or neglect in Arizona, or another state or jurisdiction, which resulted in a substantiated finding. The Certification for Direct Service Position is located at: 22 Section II Special Provisions www.azdes.gov/InternetFiles/InternetProgrammaticForms/doc/DDD- 1727AFORFF.doc - 2015-08-05 c. If the Central Registry Background Check specifies any disqualifying act and the person does not have a Central Registry exception, the person shall be prohibited from providing direct services to County clients. 5. The Contractor shall maintain the Central Registry Background Check results and any related forms or documents in a confidential file for six (6) years after termination of the Agreement. The Request for Search of Central Registry for Background Check form is located at https://www.azdes.gov/opac . 6. Upon request the Contractor shall make available valid Background clearance card to County. J. COUNTY DETERMINATIONS The County reserves the right to increase or decrease contractor’s budget or scope of work based on over, under or non-performance resulting from program overview and monitoring by the County. K. ALLOCATION OF FUNDING Should additional funds become available during the term of the contract period, the County reserves the right to allocate these funds and proportionate services in this Agreement. Allocations may be adjusted based on documented client need, census determinations, or over, under or non- performance by the Contractor. L. COMPUTER SOFTWARE POLICY The Contractor shall comply with Federal copyright laws applicable to software licenses. In addition, all policies and agreements between the County and the Contractor related to contract equipment, software, internet accessible database system, and access shall be implemented and monitored. Annually, Contractors will be required to submit an inventory of all County-provided hardware and software to the Director. M. COOPERATION IN TRAINING, PLANNING, NEEDS ASSESSMENT, OUTCOME MEASUREMENT INITIATIVES The Contractor will be required to cooperate in needs assessments, training required by the County and planning and outcome measurement initiatives. N. CODE OF CONDUCT The Contractor shall avoid any action that might create or result in the appearance of: 1. Inappropriate use or divulging of information gathered or discovered pursuant to the performance of its duties under this Agreement. 2. Acting on behalf of the County without appropriate authorization. 3. Providing favorable or unfavorable treatment to anyone. 4. Making decision on behalf of the County that exceeded its authority, could result in partiality, or have a political consequence for the County. 5. Misrepresenting or otherwise impeding the efficiency, authority, actions, policies, or adversely affect the confidence of the public or integrity of the County. 6. Loss of impartiality when advising the County. O. PAYMENT RECOUPMENT The Contractor shall reimburse the County upon demand or the County may deduct from future payments the following: 1. Any amounts received by the Contractor from the County for Agreement services which have been inaccurately reported or are found to be unsubstantiated. 23 Section II Special Provisions 2. Any amounts paid by the Contractor to a subcontractor not authorized in writing by the County. 3. Any amount or benefit paid directly or indirectly to an individual or organization not in accordance with the Substantial Interest terms and conditions refer to section General Requirement’s set forth in Section I, General Provisions, General Requirements, Paragraph H (4) and (5). 4. Any duplicate amounts paid by the County for services covered or reimbursed by other specific grants, contracts, or payments. 5. Any amounts expended for items or purposes determined unallowable by the County upon reimbursement by the County of such costs to the Contractor; see the “Disallowed Cost” clause of these Special Provisions. 6. Any amounts paid by the County for which the Contractor’s books, records, and other documents are not sufficient to clearly substantiate that those amounts were used by the Contractor to perform contract services. 7. Any amounts received by the Contractor from the County which are identified as a financial audit exception. 8. Any amounts paid or reimbursed in excess of the contract or service reimbursement ceiling. 9. Any payments made for services rendered before the contract begin date or after the contract termination date. P. 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 Agreement. Q. PUBLICATIONS The following shall be included in all publications, forms, flyers, etc. that are distributed to recipients of Agreement services: 1. “Under Titles VI and VII of the Civil Rights Act of 1964 (Title VI and VII) and the American with Disabilities Act of 1990 (ADA) Section 504 of the Rehabilitation Act of 1973 and the Age Discrimination Act of 1975, (insert Contractor name here) prohibits discrimination in admissions, programs, services, activities or employment based on race, color, religion, sex, national origin, age, and disability. The (insert Contractor name here) must make reasonable accommodation to allow a person with a disability to take part in a program, service, or activity. Auxiliary aids and services are available upon request to individuals with disabilities. 2. For example, this means that if necessary, the (insert Contractor name here) must provide sign language interpreters for people who are deaf, a wheelchair accessible location, or enlarged print materials. It also means that the (insert Contractor name here) will take any other reasonable action that allows you to take part in and understand a program or activity, including making reasonable changes to an activity. If you believe that you will not be able to understand or take part in a program or activity because of your disability, please let us know of your disability needs in advance if at all possible. To request this document in alternative format or for further information about this policy please contact: (insert Contractor contact person and phone number here)” Para obtener este document en otro formato u obtener informacion adicional sobre esta politica, (insert Contractor contact person and phone number here)” 24 SECTION III WORK STATEMENT Maricopa County Human Services 25 Section III Work Statement A. SCOPE OF WORK Contractor shall comply with the following service requirements: 1. Facility - Emergency Shelter Services a. UMOM New Day Centers located at 3333 East Van Buren Street, Phoenix AZ 85008 b. Provide shelter services for homeless persons with children for 365 days in Maricopa County, regardless of origin or residence. c. Contractor shall be accessible for shelter services every day of the year. d. Operate the emergency shelter, with other public and private funds. e. Comply with applicable state and local zoning, fire, environmental, health and safety standards and regulations. f. Ensure that facility is safe, secure, clean, in good repair, and building has proper ventilation and heating/cooling systems. g. Maintain a fire safety and emergency evacuation plan for clients, staff and volunteers that include at least the following elements: i. Posted evacuation plan ii. Individualized evacuation plan for clients, staff and volunteers with disabilities iii. Fire drills, conducted at least quarterly iv. Fire extinguishing and detection systems that conform to local building and fire codes h. Ensure that appropriate training/access to first aid equipment and supplies are available in case of a medical emergency. i. Provide access to a telephone and post emergency telephone numbers conspicuously near the telephone. j. Maintain adequate staff to provide for the supervision and wellbeing of clients at all times. k. Ensure sleeping areas and operational procedures comply with applicable Occupational Safety and Health Administration (“OSHA”) Standards, specifically Section 1910. l. Provide equal access p e r American with Disabilities Act to programs and services for individuals with disabilities in compliance with the Americans with Disabilities Act. Contractor shall provide reasonable accommodation for clients in the following categories: visual impairments, hearing impairments, mobility impairments and/or mental impairments. m. Contractor shall comply with Fair Housing Act and provide equal access to Housing and Urban Development (HUD) programs regardless of sexual orientation or gender identity 24 CFR Parts 5, 200, 203, 236, 400, 570, 574, 882, 891, and 982. n. Contractor shall deliver contracted services in compliance with the HUD ESG rule 24 CFR Parts 91 and 576. 2. Staffing a. Contractor shall ensure: i. Staff are available to assist individuals that may face language barriers; ii. Staff are culturally-competent and sensitive to the needs of the individuals seeking services; iii. Staff is provided training about secondary trauma, CPR, conflict resolution, communicable diseases, and mandatory reporting; and iv. Staff obtain immunizations and health screenings 3. Operations a. Contractor shall: 26 Section III Work Statement i. Maintain a daily census of residents in the facility using the Homeless Management Information System (HMIS) database collection system. ii. Maintain a log of any client whose personal items are stored on site if the Contractor stores personal items for clients. If no items are stored for clients, no log is required. iii. Post, distribute, and maintain documentation of the following documents in with culturally appropriate language and access to translation services for clients as needed: a. Program description including conditions for termination. b. Residents’ rights and responsibilities including grievance process c. Notice of availability of reasonable accommodation for individuals with disabilities. iv. Agree to share client level records with the County including HMIS data records through the HMIS system and in accordance with approved Continuum of Care (CoC) data sharing policies and procedures. v. Share aggregate data at the request of the County. County will provide 5 business days advance notice for any ad hoc report requests and will not make custom report requests without an agreed timeline from Contractor. vi. Align operational standards with the approved CoC Standards of Excellence for Emergency Shelter (See Attachment B). 4. Administration a. Contractor shall be responsible for hiring, managing, training, and terminating staff as necessary, in accordance with Contractor’s established policy and procedures. b. Contractor will ensure staff training commensurate with role and responsibility. c. Contractor shall partner with other service providers to ensure that a diverse array of services and activities are available to clients. d. Contractor shall report any incidents that may involve a liability issue or may leave the County open for public scrutiny by telephone to County Community Development staff as soon as possible following occurrence/notification. 5. Program Requirements: a. Contractor shall: i. Ensure clients have access to safe and secure shelter, basic needs and access to services. ii. Ensure all persons entering shelter are referred through Maricopa Regional Coordinated Entry System (CES). iii. Maintain a policy manual that includes; the program mission and goals, shelter policy and procedures, population served, case management policy and procedures, non-discrimination policy, fingerprinting procedure, confidentiality statement, Department of Child Safety policy, rules and procedures and client termination policies. iv. Work to achieve a 20-day average length of stay in alignment with the HEARTH Act system goal. v. Attend a minimum of 75% of CoC meetings, up to and including attendance and participation in CoC Board, Committee, or other approved ad hoc CoC subcommittee. vi. Participate in annual Point in Time Street Count coordinated by the Maricopa Regional Continuum of Care Board and HUD census requirements. 27 Section III Work Statement 6. Case Management a. Contractor will provide Case Management based on the determination by Contractor of both the programmatic and funding availability of providing the services. Contractor shall: i. Establish and maintain eligible homeless certification within 72 hours of entry. ii. Provide written policies and procedures for Case Management program including eligibility criteria, enrollment and assignment protocols. iii. Ensure Case Management has been assigned for clients who: a. Are chronically homeless (HUD); b. Have a F-VI-SPDAT or F-SPDAT score for Permanent Supportive Housing; c. Have a length of stay more than 90 days b. Collect and maintain documents for housing readiness and coordination including but not limited to all clients enrolled in Case Management project in compliance with CES and CoC policy. c. Facilitate connection to state licensed mental health and chemical dependency treatment program as necessary. d. Ensure case management staff attends annual F-SPDAT training. e. Enter client information into Homeless Management Information Systems (“HMIS”) or other CoC approved comparable database in accordance with CoC timeliness standard. 7. Outcomes, Indicators, and System Measures a. Contractor shall submit ESG Quarterly Report through the HMIS reporting system and submit the report on the 15th day of the month following the close of the quarter (i.e. April 15th for Jan-Mar). b. Contractor shall be required to affect qualitative as well as quantitative outcome measures with respect to its target populations quarterly. –These measures include: i. Outcomes a. Increase known Exit Destination in HMIS.. Contractor and County will review second quarter statistics and establish an incremental baseline target for determinate exit destinations in HMIS. Thereafter, the Contractor will report progress quarterly. a. b. Ensure 100% of clients have been engaged with the Maricopa County Regional Coordinated Entry System within 72 hours of shelter entry. ii. Indicators a. Report average and length of stay (days) in emergency shelter (ESG Report) b. Provide number and percent of total clients who move to positive permanent housing situations; determined by the recorded clients in HMIS with a positive permanent housing placement out of the total clients served. c. Report number of unduplicated clients served. d. Refer or give SPDAT assessment to and engage in an appropriate housing plan 85 percent of clients scoring for Permanent Supportive Housing the (Family) Vulnerability Index Service Prioritization Decision Tool (“F- VI-SPDAT”) for families or individuals within 14 days of program entry, or as determined by the Maricopa 28 Section III Work Statement Regional Continuum of Care Coordinated Entry System, (evaluated through monitoring). iii. System Performance Measures a. Contractor will demonstrate a 10 percent reduction in returns to homelessness annually until a rate of <5 percent is achieved. b. Contractor will demonstrate a 5 percent increase in positive housing outcomes for the total population annually until a 60 percent positive housing outcome is achieved (as measured by a percentage of positive housing outcomes to the total shelter population). 8. Program Reports a. Contractor’s monthly payment request for reimbursement is due on the 15th day following the end of the month being reported (i.e. February 15th for January report) and will include: i. Contract Payment Request ii. HMIS 0323 Demographic Report iii. HMIS 0550 Exit Destination Report iv. HMIS ESG Report v. HMIS Shelter Bed Utilization Report b. Contractor will provide any other report as requested by the County including aggregate or client level data, through the HMIS System and according to approved CoC Data Sharing agreements. Such reporting shall be for the purposes of improving access to service. County reserves the right to add, remove or revise reporting requirements at its discretion. c. Contractor will provide read only access to the project in HMIS for the purpose of monitoring client files no more than once per quarter. Contractor is responsible for notifying HMIS Lead Agency and granting access to County within 3 business days of monitoring notice. County will provide notice 14 days prior to desk and on site monitoring, not to exceed once per quarter. County may coordinate monitoring with other funding partners. 9. Reporting Requirements a. Unless otherwise provided in this Agreement, reporting shall adhere to the following schedule: Contractor shall be required to affect qualitative as well as quantitative performance outcome measures with respect to its target populations on a quarterly basis. Quarterly reports are due on the 15th day of the month following the close of the quarter (i.e. April 15th for Jan-Mar quarter). The Contractor shall submit programmatic and financial reports to the County in the form set forth in this Agreement. Failure to submit timely, accurate and complete reports by the designated day may result, at the option of the County, in retention or forfeiture of payment. b. Contractor shall submit to the County all final program and fiscal reports no later than the designated date to be determined by the County, following the termination or expiration of this Agreement. Failure to submit final program and fiscal reports within the designated time period may result, at the option of the County, in forfeiture of final payment. c. Contractor shall submit shall submit HMIS Consolidated Annual Performance and Evaluation Report (CAPER (Annually). d. Contractor shall submit documentation annually in compliance with § 576.201 ESG matching requirement no later than July 15. 29 SECTION IV COMPENSATION Maricopa County Human Services Department 30 Section IV Compensation A. COMPENSATION 1. Subject to the availability and authorization of funds for the explicit purposes set forth below, County will pay the Contractor compensation for services rendered as indicated in the following subsections. 2. Contractor shall be reimbursed utilizing Catalog of Federal Domestic Assistance (CFDA):14.231, Emergency Solutions Grant Program (ESG) provided to the County through the U.S. Department of Housing and Urban Development (HUD) Award No.: E-16-UC-04-05041. B. BUDGET Activity Duration Amount Emergency Shelter Shelter Operating Costs for 12 months $70,000 C. REIMBURSEMENTS 1. Contractor shall be reimbursed utilizing Catalog of Federal Domestic Assistance (CFDA): 14.231 Emergency Solutions Grant provided to the County through the U.S. Department of Housing and Urban Development (HUD). 2. Contractor shall be reimbursed on a monthly basis. a. Emergency Shelter: Contractor shall be reimbursed a maximum of $70,000 for the contract term. The Contractor will invoice the County in equal monthly increments monthly for reimbursement of emergency+ shelter operating costs. The County will reimburse expenses in an amount that shall not exceed $5,833.33 per month for the Agreement period. b. Payments shall be made to the Contractor upon receipt of all of the following documentation: i. Reimbursement requests by the 15th calendar day of each month. ii. A monthly Payment Request utilizing Attachment C Financial Claim Form to the Department before payment(s) can be made by the County. iii. Supporting documentation with the monthly claim. Supporting documents may include General Ledger or detailed Expenditure Report, identifying the charges attributed to this Agreement. c. Payment claim forms to be submitted to: Maricopa County Human Services County, Community Development Division Attn: Assistant Director, 234 N. Central Avenue, Suite 3000, Phoenix, AZ 85004. D. FINAL REIMBURSEMENT UPON CONTRACT TERMINATION Upon termination of this Agreement at the date identified on page 1 of this Agreement, or as may be amended, the Contractor shall submit the final reimbursement request. 1. This request shall be submitted no later than 30 days after the termination date except as noted immediately below. 2. If the termination date is between June 10 and June 30, the final reimbursement request shall be submitted by July 10. 3. The final progress report, and any other required reports that may be applicable such as the program income report shall be submitted with the final reimbursement request. 31 SECTION V ATTACHMENTS Maricopa County Human Services Department 32 ATTACHMENT A EQUAL EMPLOYMENT OPPORTUNITY CERTIFICATION During the performance of this Agreement, the Contractor agrees as follows: 1. The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. 2. The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. 3. The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the Contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Contractor will include the provisions of paragraphs 1 through 7 in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the Contractor may request the United States to enter into such litigation to protect the interests of the United States. Signature/Authorized Agency Official Date 33 ATTACHMENT B Standards for Emergency Shelters Performance Goals and Indicators 1. Standardized access: At least 90% of new residents complete intake paperwork within 24 hours of program acceptance; within one week, a full assessment is completed with the family and a housing- based service plan is developed based on the unique needs of the household. 2. Prioritization: 100% of shelter resources will be prioritized for families residing in unsafe circumstances (such as the streets, parks, with an abuser, etc.), regardless of acuity level. 3. Next-Step Housing: At least 75% of the families leaving shelter will exit to rapid rehousing, transitional housing, or permanent housing. 4. Permanent Housing: At least 30% of the families leaving shelter will exit to permanent housing. 5. Permanent Housing Retention: 6. Client Safety: At least 80% of those who complete satisfaction surveys indicate that shelter provided a safe environment for their family members. Operating Standards for Emergency Shelter: In addition to the terms of the Contract, Contractor shall also comply with the following operating standards: 1. Approach: Utilize a client-centered, strengths-based approach to case management (e.g. motivational interviewing). 2. Eligibility: Families cannot be required to: Have completed treatment, be employed or at a particular income level, or be med-compliant to enter shelter. 3. Staffing: Agency maintains a ratio of no less than 1 case manager/housing specialist to 20 family households. 4. Housing: All families are assisted with creating a housing-based service plan which is updated over time based on the dynamic needs of the family households. 5. Income: All families with are assisted in receiving all eligible public benefits (cash & non- cash) and/or achieving earned income. 6. Identification: All families are assisted with obtaining all paperwork needed to access permanent housing. (i.e. Social security cards, divorce decrees, DD214s, income or disability verification, etc.) 7. Homeless Management Information System (HMIS) participation: Shelter programs are fully implemented within the local HMIS system and data quality standards are upheld. 8. Governance: Currently or formerly homeless individuals have opportunities to provide feedback to the Board of Directors on the delivery of services 9. Family Separation: Resources or referrals are in place that will shelter families without separation. 10. Compliance: Shelter is compliant with Fair Housing and the Americans with Disabilities Act. 11. Food Safety: Staff who prepare and serve meals shall have a valid Food Handler’s Cards; Commercial kitchens pass routine County inspection processes. 12. Client Rights: Every family household is provided protocols for expressing grievances during shelter stay. 13. Client Confidentiality: Shelter maintains documentation of every family household’s shelter stay for at least 5 years and takes precautions to protect confidential client information. All resident records and information are kept confidential and shared only with purpose and informed written consent from the resident. 14. Length of Stay: Housing-based service plans are designed to meet the unique needs of each family household and are designed to facilitate the shortest possible shelter stays. 15. Mandatory Reporting: All staff are mandatory reporters of suspected abuse or neglect and comply with mandatory reporting statutes 34 ATTACHMENT B Suggested Practices: Whenever possible, Contractor shall: 1. Employ a harm reduction model. 2. When possible, establish contact and ensure continuity of care with new programs or case managers, both interagency and intra-agency. 3. When exiting family households to permanent housing, provide orientation to the neighborhood and ensure connections with local resources. 4. Plan meals that adhere to or exceed USDA’s Dietary Guidelines where applicable. Staffing In addition to those terms set forth in the Contract, Contractor shall also: 1. Employ multilingual staff. 2. Ensure that all staff members are culturally-competent & sensitive. 3. Employ multi-disciplinary team or partnership, including housing specialists who locate housing & navigate application processes. 4. Provide training on emergency health response, mental health first aid, trauma informed care, motivational interviewing, harm reduction, secondary trauma, CPR, conflict resolution, & communicable diseases. 5. Test for TB annually and on occasions of exposure. Data In addition to those terms set forth in the Contract, Contractor shall also: 1. Utilize standardized assessment to determine acuity levels of family households and inform the housing-based service plans. 35 ATTACHMENT C 36