SCOTTSDALE UNIFIED SCHOOL DISTRICT CONTRACT FOR MEALS PROGRAM.PDF
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CONTRACT FOR SERVICES BETWEEN MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT AND SCOTTSDALE UNIFIED SCHOOL DISTRICT Agreement Amount: $384,780.75 Agreement Start Date: October 1, 2016 Agreement Termination Date: September 30, 2017 DUNS#: 020134276 ______________________________________________________________________________ This Contract for Services (“Agreement”) is entered into by and between Scottsdale Unified School District, (hereinafter referred to as the “District”), and Maricopa County, administered by its Human Services Department, (hereinafter referred to as the “County”). The District and Department are collectively referred to herein as the “Parties” and individually as a “Party.” The District, 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 ______________________________________________________________________________ District Representative: Dr. A. Denise Birdwell, Interim Superintendent Phone: 480-484-6120 Email: dbirdwell@susd.org Address: 7575 E. Main, Scottsdale, Arizona 85251 County Representative: Alecia Jackson, Director Early Education Division Phone: 480-464-9669 Ext 201 Email: jacksona002@mail.maricopa.gov Address: 234 N. Central, Suite #3201, Phoenix, AZ 85004 Notice 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. THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THAT THEY ARE AWARE THAT THE CIVIL SERVICES DIVISION OF THE MARICOPA COUNTY ATTORNEY’S OFFICE (CIVIL DIVISION) MAY BE CHOSEN AS THE ATTORNEY FOR OTHER PARTIES TO THIS AGREEMENT, AND THE SIGNING PARTY ACKNOWLEDGES THAT IT IS AWARE OF A 1 POTENTIAL CONFLICT OF INTEREST, AND IT WAIVES ANY CLAIM OF CONFLICT OF INTEREST, WHICH MAY ARISE BY VIRTUE OF CIVIL DIVISION’S REPRESENTATION OF OTHER PARTIES TO THIS AGREEMENT. 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 any Party hereto. Nothing in this Agreement shall be construed as consent to any lawsuit or waiver of any defense in a lawsuit brought against the State of Arizona, County, or the District in any State or federal court. IN WITNESS THEREOF, the Parties have signed this Agreement: Approved By: Approved By: DISTRICT MARICOPA COUNTY _____________________________________ ______________________________________ Chairman, Board of Supervisors Authorized Signature ___________________ ___________________ DATE DATE Attested to: ______________________________________ Clerk, Board of Supervisors ___________________ DATE IN ACCORDANCE WITH A.R.S. §§ 11-201, 11-251 AND 11-952 THIS AGREEMENT HAS BEEN REVIEWED BY THE UNDERSIGNED DEPUTY COUNTY ATTORNEY WHO HAS DETERMINED THAT THIS AGREEMENT IS PROPER IN FORM AND WITHIN THE POWER AND AUTHORITY GRANTED UNDER THE LAWS OF THE STATE OF ARIZONA. APPROVED AS TO FORM: ______________________________________ Deputy County Attorney ___________________ DATE 2 SECTION I GENERAL PROVISIONS MARICOPA COUNTY HUMAN SERVICES DEPARTMENT 3 Section I General Provisions A. PURPOSE The purpose of this Agreement is to establish the terms and conditions governing the purchase of full service food catering for the Department within the boundaries of the District or surrounding vicinity. The District shall perform the work and provide the services identified in the Work Statement and shall immediately notify the Contract Administrator whenever the District 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. TERM The term of this Agreement shall commence on October 1, 2016, and shall remain in effect until September 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 two (2) times for a period of one (1) year each, provided however, that District is in full compliance with all terms and conditions of this Agreement. The County shall notify the District 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 authorized signers for both 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 District’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 District violates any term or condition of this Agreement or if District fails to maintain a good faith effort to carry out the purpose of this Agreement. 4 Section I General Provisions 6. County or District 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. 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 a Head Start Division within the Human Services Department. 2. Contract Administrator means the Head Start Nutritionist as the person administering this Agreement on behalf of the Department. 3. Contractor means the person, firm or organization listed on the cover page of this Agreement. 4. Department means the Maricopa County Human Services Department. 5. Director means the Director of the Maricopa County Human Services Department. 6. Juvenile means any person under the age of eighteen (18). 7. Public Agency has the meaning prescribed by A.R.S. § 11-951. 8. Subcontract means any contract entered into by the District 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 District to perform any of the work or provide any of the services under this Agreement. 10. Sub-recipient means the District when the County is the recipient of grant funding. 11. 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. Any lawsuit arising out of this Agreement shall be brought in the appropriate court in Maricopa County, Arizona. 2. The District 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 District is an independent contractor in the performance of all work and the provision of all services under this Agreement and District shall not be considered an officer, employee, representative, or agent of the County. 4. The District 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 the District (or one of its directors, officers, owners, trust certificate holders or a relative 5 Section I General Provisions 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. The District 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 the District received a written waiver of this requirement by the County. 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 District without the prior written approval of the County. District shall bear all liability under this Agreement, even if it is assigned, delegated or subcontracted, in whole or in part, unless the Department 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 District, 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 Department shall keep the District fully informed as to the availability of funds. 2. If any action is taken by any State agency, federal department or any other agency or instrumentality to suspend, decrease or terminate its fiscal 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 Subrecipient 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 Subrecipient within fourteen (14) working days of receipt of the Subrecipient’s written notice. The decision of the Assistant Director shall be final and conclusive unless, within seven (7) working days from the date the Subrecipient receives the decision, Subrecipient files a written notice of appeal with the Department’s Director who shall provide the Subrecipient with a written response within fourteen (14) working days following receipt of the Subrecipient’s notice of appeal. The decision of the Director shall be final. 6 Section I General Provisions 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 District defaults by failing to perform any objective or breaches any obligation under this Agreement, or any event occurs that jeopardizes the District’s ability to perform any of its obligations under this Agreement. The County reserves the right to have service provided by persons other than the District if the District 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 guidelines, policies, or directives. c. Unauthorized expenditure of funds. d. Non-compliance with applicable financial record requirements, accounting principles, or standards established by OMB circulars and 2 CFR §200 et seq. e. 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, District 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 District 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 District 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 7 Section I General Provisions 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 District’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. P. SINGLE AUDIT ACT REQUIREMENTS District in receipt of federal funds through the County are 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.). District shall comply with 2 CFR § 200. 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. Districts 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 District does not comply with the audit requirements. Q. AUDIT DISALLOWANCES 1. District 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 District 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 District by the amount of the disallowance or to require immediate repayment of the disallowed amount by the District issuing a check payable to the County. R. COMPETITIVE BID REQUIREMENTS 1. Equipment If this Agreement is with other than a Public Agency, District 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. District shall keep and maintain a record of the vendors’ verbal quotations. District’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. District 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, District 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 8 Section I General Provisions expected to be greater than $300, unless the District obtains the Contract Administrator’s prior written approval to purchase supplies by an alternate method. 3. Minority, Women and Small Business Enterprises District 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 District is a Public Agency, District'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. 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 District 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 District, or any Subcontractor or any officer, representative, agent, or employee of the District or any Subcontractor that relates to this Agreement, and shall not be liable for any purchases or contracts made by District, any Subcontractor, or any officer, representative, agent, or employee of District or any Subcontractor, in connection with this Agreement. U. RECIPROCAL INDEMNIFICATION Each Party (as “Indemnitor”) agrees to indemnify, defend, and hold harmless the other Party (as “Indemnitee”) from and against all claims, losses, liability, costs, or expenses (including reasonable attorneys’ fees, expert witnesses’ fees and other litigation costs) (hereinafter collectively referred to as “Claims”) arising out of bodily injury (including death) of any person or property damage, but only to the extent that such claims, which result in vicarious liability to the Indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the Indemnitor, its officers, officials, agents, employees, or volunteers. V. INSURANCE 1. The District, 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 Contract is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this Contract. 3. The District’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. District shall be solely responsible for the deductible and/or self-insured retention and County, at its option, may require District to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 6. The County reserves the right to request and to receive, within 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 District of any deficiencies in such policies and endorsements, and such receipt shall not relieve District from, or be deemed a waiver of County’s right to insist on strict fulfillment of District’s obligations under this Contract. 7. The insurance policies required by this Contract, 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 District’s work or service. 9. The District's policies shall stipulate that the insurance afforded the District shall be primary insurance and that any insurance carried by the Department, 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 District shall not be limited to the liability assumed under the indemnification provisions of this Contract. 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 District’s employees engaged in the performance of the work or services under this Contract; and Employer’s Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. b. District 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 District pursuant to this Contract. 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 10 Section I General Provisions services include working with and/or caring for children/elderly and disabled persons should have their policies specifically endorsed to include this coverage. 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 District. 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 Contract execution, the District shall furnish the County with valid and complete certificates of insurance, or formal endorsements as required by the Contract, issued by District’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Contract are in full force and effect. Such certificates shall identify this contract number and title. b. Prior to commencing work or services under this Agreement, the District shall have insurance in effect as required by the Agreement in the form provided by the County, issued by the District’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 DISTRICT 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 District’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 District 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, District shall carry minimum liability coverage of $2,000,000 each occurrence and provide the County with proof of coverage. 19. Subcontractors: The District’s certificate(s) shall include all subcontractors as insureds under its policies or District shall furnish to Maricopa County separate certificates for each subcontractor. All 11 Section I General Provisions coverages for subcontractors shall be subject to the minimum requirements identified above. 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 District 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. TECHNICAL ASSISTANCE The County shall provide reasonable technical assistance to District to assist District 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 District of full liability, responsibility and accountability for its actions and performance to comply with the terms of this Agreement. X. STAFF AND VOLUNTEER TRAINING The County may make available to District the opportunity to participate in any applicable training activities conducted by the County. Y. CLEAN AIR ACT If the total face value of this Agreement exceeds $100,000, District 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. Z. LOBBYING 1. No federal appropriated funds have been paid or will be paid by or on behalf of District 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 District shall complete and submit OMB Form-LLL, titled "Disclosure of Lobbying Activities," in accordance with its instructions and 31 U.S.C. § 1352. AA. RELIGIOUS ACTIVITIES District 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. BB. POLITICAL ACTIVITY PROHIBITED None of the funds, materials, property or services contributed by the County or District under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office. 12 Section I General Provisions CC. COVENANT AGAINST CONTINGENT FEES District 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. DD. SAFEGUARDING OF PARTICIPANT INFORMATION 1. The use or disclosure by District of any information concerning an applicant for, or recipient of, services under this Agreement is directly limited to the conduct of this Agreement. District and its agents shall safeguard the confidentiality of this information, just as District would safeguard its own confidential information. District shall include a clause to this effect in all Subcontracts related to this Agreement. 2. The District shall comply with the requirements of the Arizona Address Confidentiality Program, A.R.S. § 41-161 et.seq. EE. 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. FF. 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. GG. 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 Department 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. HH. AGREEMENT COMPLIANCE MONITORING The County shall monitor District'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 District's normal business hours, announced or unannounced. During an on-site visit, District shall make all of its records and accounts related to work performed and services provided under this Agreement available to the Department for inspection and copying. II. CONTINGENCY RELATING TO OTHER CONTRACTS AND GRANTS 1. The District 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. District’s failure to notify the Department of any such agreement shall be a breach of this Agreement and the County may immediately terminate this Agreement without liability. 2. The County may request, and District 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 13 Section I General Provisions 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 District 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 effecting a cost adjustment. If the District disputes the proposed cost adjustment, the dispute shall be resolved pursuant to the "Disputes" section of this Agreement. JJ. MINIMUM WAGE REQUIREMENTS District 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. KK. RECOGNITION OF DEPARTMENT SUPPORT District shall give recognition to the County, and the funding source for their support when the District publishes materials or releases public information that is paid for in whole or in part with funds received by District under this Agreement. LL. BONDING 1. District shall not receive any initial reimbursements under this Agreement in an amount greater than the District's bonding limit. District shall provide the Contract Administrator with documentation of required bonding. 2. District shall have fidelity bonding of not less than the maximum amount of cash on hand or an amount equal to the initial reimbursement, whichever is greater. 3. Bonding requirements shall prevail throughout the term of this Agreement. MM. GRIEVANCE PROCEDURE District 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 District'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 Department if the grievance is not satisfied by District. NN. NONDISCRIMINATION The District, 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. The District shall include this clause in all of its Subcontracts related to this Agreement. OO. DISABILITY REQUIREMENTS The District 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 14 Section I General Provisions The District shall not discriminate against any employee or applicant for employment because of race, age, disability, color, religion, sex or national origin. The District 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. District 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 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 District 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 The District 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 District. All interest earned on the account shall be disbursed in a manner specified by the County in accordance with applicable State and federal regulations. The District 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 District that relate to this Agreement. 2. District 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 Department, federal and state auditors, and any other persons duly authorized by the Department shall have full access to and the right to examine, copy and make use of any and all of the records. TT. ADEQUACY OF RECORDS If District’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, District 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, both Parties warrant compliance with the Federal Immigration and Nationality Act (FINA) and all other Federal immigration laws 15 Section I General Provisions and regulations related to the immigration status of its employees. Both Parties shall obtain statements from their subcontractors certifying compliance and shall furnish the statements to the County upon request. These warranties shall remain in effect through the term of the Agreement. Both 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 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 District warrants that it is in compliance with A.R.S. § 41-4401 (e- verify requirements) and further acknowledges: a. That the District 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 subsection 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 District or Vendors employee who works on this Agreement to ensure that the District or Vendors is complying with the warranty provided under subsection 1 above and that the District 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 The District shall comply with the Drug-Free Workplace Act of 1988 (41 U.S.C. §§ 701, et seq.), which requires that Districts 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 District 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 Parties agree that no individual performing under this Agreement on behalf of the District 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. The District 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 16 Section I General Provisions premiums appurtenant thereto concerning such individuals and the District shall indemnify, defend and hold harmless the County with respect thereto. YY. CERTIFICATION REGARDING DEBARMENT, SUSPENSION INELIGIBILITY AND VOLUNTARY EXCLUSION The undersigned, by signing this Agreement, represents that he/she has the authority to bind District to the terms of this Certification. District, 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: a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; b. 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; c. 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; d. 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; e. Shall immediately notify the Department if, at any time during the term of this Agreement, it is debarred, suspended, declared ineligible, or voluntarily excluded from participation. The Department may pursue available remedies in the event of such occurrence, including immediate termination of this Agreement without liability; and f. 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 Department may pursue available remedies in the event of such occurrence, including immediate termination of this Agreement without liability. g. The District 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. h. If District is not able to provide this Certification, an explanation as to why shall be immediately provided to the Department Representative 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 1. The Parties agree that this Agreement and employees working on this Agreement will be subject to the whistleblower rights and remedies in the pilot program on District 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. District 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 District and copies provided to County upon request; and 17 Section I General Provisions 3. District 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). AAA. ISRAEL BOYCOTT: Per House Bill 2617 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 DEPARTMENT 19 Section II Special Provisions A. STANDARDS The District shall perform the work and provide the services identified in the Work Statement and shall immediately notify the Contract Administrator whenever the District 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 The District shall comply with all applicable federal, State, and local laws, rules, and regulations, including, without limitation, those referred to in this Agreement. C. CHANGES 1. The Director may, at any time, by a written Change Order, make changes within the general scope of this Agreement in any one or more of the following areas: a. Work Statement activities reflecting changes in a funding source or the Department’s regulations, policies, or requirements. b. Reallocation of budget line item amounts in accordance with funding sources or the County’s regulations, policies, and requirements, or whenever any budget line item increases or decreases by ten percent (10%) or one hundred dollars ($100), whichever is greater, during the term of this Agreement. Change Orders may be issued quarterly. c. Administrative requirements, such as reporting format quality, and/or quantity, as required by the funding source or the Department’s regulations, policies, or requirements. 2. Change Orders shall not increase or decrease the Operating Budget total (Agreement Amount) without written approval of the Parties. Change Orders shall substantively change the services to be rendered by the District without the prior written agreement of the Parties. 3. Any dispute or disagreement arising out of a Change Order shall constitute a “dispute” under the Dispute Clause of the General Provisions of this Agreement and shall be administered accordingly. 4. D. DEFINITIONS As used throughout this Section and the following Sections, the following words and terms shall have the following meanings: 1. Budget means the authorized funding level for performance under this Agreement. 2. Congregate Meal means a service that provides for nutritious meals and snacks that contain at least one-third (1/3) of the daily-recommended dietary allowances for an individual in a congregate setting. 3. Eligible Client means a household that meets Arizona Department of Education and Head Start guidelines. 4. Food means nutritious meals and snacks that meet Child and Adult Care Food Program (CACFP), 42 U.S.C. § 1766, guidelines and contain at least one-third (1/3) of the daily- recommended dietary allowances for an individual in a congregate setting. 5. Food Service Site means the location at which the food for the congregate meals is delivered. E. GENERAL PROVISIONS The following paragraphs from Section I of the General Provisions are hereby deleted: K. BUDGET ADJUSTMENTS P. SINGLE AUDIT ACT REQUIREMENTS 20 Section II Special Provisions X. STAFF AND VOLUNTEER TRAINING Y. CLEAN AIR ACT II. CONTINGENCY RELATING TO OTHER CONTRACTS AND GRANTS KK. RECOGNITION OF DEPARTMENT SUPPORT MM. GRIEVANCE PROCEDURE QQ. FINANCIAL MANAGEMENT VV. GOVERNOR’S EXECUTIVE ORDER NO. 88-26 F. AUDIT REQUIREMENTS The District shall, at its own expense, file with the Department 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. G. FINGERPRINTING The provisions of A.R.S. § 46-141 (as may be amended) are hereby incorporated in their entirety as provisions of this contract. For reference, these provisions include, but are not limited to, the following: 1. The District and any subcontractor staff (pre-approved by the County) who are required or allowed to provide services directly to juveniles or vulnerable adults shall possess a fingerprint clearance card that meets Level One requirements as described in ARS 41- 1758.07, OR, if awaiting receipt of their clearance card, shall provide services under direct visual supervision and oversight of an employee who possess a level one fingerprint clearance card until they are issued a valid fingerprint clearance card that meets the Level One requirements. District and subcontractor staff includes current employees, whether paid or not, who transfer into a direct service position, volunteers, and new employees whether paid or not. 2. The District shall assume the costs of fingerprint checks and may charge these costs to its fingerprinted personnel. The County may allow all or part of the costs of fingerprint checks to be included as an allowable cost in a contract. 3. Except as provided in A.R.S. § 46-141, this contract may be cancelled or terminated immediately if a person employed by the District 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 this 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. Personnel who are employed by the District whether paid or not, and who are required or allowed to provide services directly to juveniles shall certify on forms provided by the Arizona County of Economic Security and notarized whether they are awaiting trial on or have ever been convicted of any of the offenses described in A.R.S. § 46-141 (as may be amended). 5. Personnel who are employed by the District, whether paid or not, and who are required or allowed to provide services directly to juveniles shall certify on forms provided by the Arizona County of Economic Security and notarized whether they have ever committed any act of sexual abuse of a child, including sexual exploitation and commercial sexual exploitation, or any act of child abuse. 6. Upon request the District shall make available valid fingerprint clearance cards to County. 21 Section II Special Provisions H. BACKGROUND CHECKS FOR EMPLOYMENT THROUGH CENTRAL REGISTRY If providing direct services to children or vulnerable adults, the following shall apply: 1. The Contractor must comply with the provisions of A.R.S. § 8-804 (as may be amended) and are hereby incorporated in its entirety as provisions of this Contract. 2. Contractor shall submit information upon request to County prior to employing or allowing any person to volunteer who provides such direct services under this Agreement. The County will request ADES to conduct Central Registry Background Checks on behalf of the Contractor. The results must indicate that the person has no disqualifying acts that would prohibit him/her from providing services to clients. 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 clients. 3. 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 agency, their employees or volunteers who apply for a contract withCounty ; or b. All employees/volunteers of the Contractor; or c. A subcontractor of the Contractor and any subcontractor employees or volunteers; or 4. Prospective employees/volunteer of the Contractor or its subcontractor before being employed or volunteering. The Contractor shall ensure all requirements of this Section are met in order to: a. Protect Clients b. Avoid Agreement cancellation or termination for cause by the County. c. Include any salary/employee-related expenses on the monthly Financial Claim Form pertaining to any people included in clause General Requirements set forth in Section I, General Provisions, General Requirements, Paragraph C (4) and (5). . 5. 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 provided by ADES whether an allegation of abuse or neglect was made against them and was substantiated. 6. 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. 7. Results from ADES of the Central Registry background checks shall be submitted to the County within five (5) days of receipt. 8. The Contractor shall maintain the Central Registry Background Check results in a confidential file for six (6) years after termination of the Contract, or resolution of any audit issues, whichever is longer. This requirement is pursuant to the Retention of Records section under this Contract. I. STANDARDS/LICENSURE REQUIREMENTS 1. The District shall be authorized for food service by the Arizona Department of Education, Food and Nutrition Division. 2. The District shall maintain proper sanitation practices and health standards in conformance with all applicable State and local laws and regulations. 22 Section II Special Provisions 3. The District shall comply with the U.S. Department of Agriculture meal requirements and shall be subject to any additional requirements or changes as designated by the State or local laws and/or regulations. 23 SECTION III WORK STATEMENT MARICOPA COUNTY HUMAN SERVICES DEPARTMENT 24 Section III Work Statement A. DISTRICT RESPONSIBILITIES 1. Menu Preparation and Approval. a. The District shall submit to the Department, for its approval, a proposed twenty- eight (28)-day cycle menu for the operational period at least fourteen (14) working days prior to the beginning of the period to which the menu applies. b. The Department’s Nutritionist shall review the menu for compliance with the Child and Adult Care Food Program (CACFP) requirements and age appropriate foods. The Nutritionist shall make any necessary changes to the menu and shall email the modified menu back to the District. c. The District shall adopt the Department’s changes to the menu, and shall make additional changes if such changes are necessary to comply with CACFP regulations or to ensure that age appropriate foods are offered. The District shall prepare a final menu and submit it to the Department’s Nutritionist by email for approval. i. Any changes to the menu made after it has been approved by the Department shall be agreed upon by the Department and documented on the menu records. Food items in an approved menu may be changed by mutual written agreement of the Parties. However, the District shall change the menus at the Department’s request whenever the Department determines that certain food items are unacceptable. Food items may be unacceptable because: (1) a monotonous diet may result from food items being served frequently or their similarity to other items; (2) the nutritional needs of the students; (3) food items are susceptible to spoilage; or (4) excessive waste may result from the unpopularity of food items with students. Such changes to the menu shall be made at the earliest convenience of the Parties, but in no event more than one (1) week after the Department’s request is received by the District. In the case of spoilage, changes shall be made so the children in attendance when any spoilage is discovered shall receive meals meeting CACFP requirements. d. The menu shall be changed by mutual, written agreement of the Parties to meet the District’s and Head Start's operational requirements. 2. Menu Specifications Meal Requirements a. The District shall develop cycle menus in conjunction with the Head Start Nutritionist and shall take into consideration parent, staff, and community input. All menus, portion sizes, and recipes shall comply with the U. S. Department of Agriculture's Child and Adult Care Food Program (CACFP) and Head Start Nutrition Performance Standards. b. Meal type requirements, as outlined on the menu specifications shown below, shall be subject to any additional requirements or changes designated by any applicable federal, State, or local laws, rules, or regulations, and shall consist of one (1) day’s emergency supply of nonperishable food. “One day’s emergency supply” means breakfast, lunch, and a snack for the number of children and adults present at a site for one day. c. The District is responsible for meals prepared, including breakfast, lunch, and snacks. d. All menu items will be pork-free due to the high number of requests for pork-free meals. 3. Menu Item Adjustments a. Menu items may be changed by the written, mutual agreement of the Parties, provided minimal meal requirements are maintained. Menu items that contain excessive sugar shall not be served. An appropriate substitute item shall be supplied at no additional charge. If a substitution is made, the District shall ensure 25 Section III Work Statement that the cafeteria substitutes food items that meet the meal components and CACFP requirements of less than 35% sugar by weight and less than 35% calories from fat. If the cafeteria manager is unsure of the substituted item, he or she shall contact the Head Start Nutritionist for guidance or utilize the CACFP Nutrition Calculator at http://www.azed.gov/cacfpnutritioncalculator/. B. APPLICABLE LAWS/REGULATIONS a. The District shall comply with all applicable Federal, State and local statutes and ordinances and any regulations promulgated there under. Those statutes and regulations the District shall comply with include, but are not limited to (31USC 1352 et seq.) and 26 CFR, Parts 1, 7, 10, 25, 53, 56 and 602., the prevention of fraud and abuse; conflict of interest, kickbacks, comingling of funds, charging of fees, nepotism, child labor, political patronage, political activities, lobbying activities, sectarian activities, unionization and anti- unionization activities/work stoppages, U.S.D.A. regulations as set forth in 7 CFR parts 210 to 250 (Child/Adult Care Food Program), and Human Services Department Directives and Executive Order 75-05. b. District shall establish and use internal program management procedures sufficient to prevent non-compliance of applicable laws and/or regulations. C. FOOD PREPARATION AND SANITATION a. Sanitation The District shall maintain proper sanitation practices and health standards in conformance with all applicable State and local laws and regulations. The District shall also assure that wholesome ingredients are used, and that all foods are properly stored, prepared, packaged and ready for transporting. In addition, any substance which the food contacts, or which is used in conjunction with the food, shall be so handled as to assure that it does not become contaminated. The District agrees to notify the Department of the results of any health inspection that is made during the duration of this Agreement. b. Food Preparation The District shall ensure that each meal provided to the Department under this Agreement meets the minimum requirements as to nutritional content specified by the CACFP, including the Nutrition Standards set forth in 7 C.F.R. Part 226.20. The District shall ensure that not more than two (2) high sugar items and two (2) high fat items are served per week. High sugar items may be served only during breakfast or as a snack. The District shall provide menus to the Department on a weekly basis if no cycle menus are used. If cycle menus are used, they shall be furnished monthly or as the cycle runs. D. DISTRICT LICENSE REQUIREMENTS The District shall obtain all applicable permits and licenses, and shall pay all charges and fees necessary to lawfully conduct its business. The District shall keep fully informed of and shall comply with all existing and future federal, State, and local laws, rules, and regulations that may in any manner affect the District’s ability to fulfill its obligations under this Agreement. E. MEALTIME SCHEDULE 1. Mealtime schedules may vary by site as agreed upon in writing by the Head Start Nutritionist and the District’s Representative. 2. In the center base sites, the morning session shall include breakfast and lunch. The afternoon session shall include lunch and a snack. Center base sites shall operate either Monday – Thursday or Monday – Friday. Schedules shall be provided to the District. The home base socialization shall be held on the first and third Fridays of each month, unless either Parties’ schedule changes. The home base socialization shall include lunch. 3. Each site shall notify school cafeteria personnel of any change in the number of meals or snacks to be prepared not later than 2:00 P.M. the day before the meal is changed. 26 Section III Work Statement 4. Center staff shall notify the site cafeteria personnel of the weekly meal count not later than Thursday of the preceding week. 5. Head Start Teachers shall meet with the Cafeteria Manager or his or her representative one (1) week prior to the beginning of the school year to review food service needs and Head Start’s nutrition philosophy. 6. Head Start classrooms Holiday schedule will be the same as the District’s schedule. F. INDICATORS OF COMPLIANCE 1. The District maintains available for review, documentation of production sheets according to CACFP on meals and snacks served for each site. 2. The District produces cycle menus, which meet Head Start Nutrition Philosophy, and CACFP requirements. G. REPORTING REQUIREMENTS 1. Not later than five (5) working days after the end of the month, the District shall submit to the Head Start Nutritionist an original, itemized, signed monthly statement of the daily meals delivered and the Daily Food Count Form. 2. The District shall maintain complete and accurate records and production worksheets that document: (1) the menus provided to the Department during the term of this Agreement, (2) a list of all components of each meal, and (3) a list of the quantities and portion sizes of each component used to prepare each meal. The District shall document its lunch preparation by using yield factors for each food item, as listed in the United States Department of Agriculture Food Buying Guide, when calculating and recording the quantity of food prepared for each meal. The District shall also maintain and make available to the Department: a. Recipes, nutrition facts labels, and any child nutrition labels or product specification sheets related to the menus served; b. Cost records, such as invoices, receipts, and other documentation, that show the purchase of and delivery to the District meal components and quantities; and c. On a daily basis, an accurate count of the number of meals, by meal type, prepared for and delivered to the Department. Meal count documentation shall include the number of meals requested by the Department. 3. The Department shall provide weekly class rosters to the District indicating the number of children currently enrolled. The District shall utilize these weekly class rosters to add or drop Head Start children on the National School Lunch and School Breakfast Programs. The Improving Head Start for School Readiness Act of 2007 makes any child enrolled in Head Start automatically eligible for free meals without further application or eligibility determination, and amends sections 9(b)(12)(A)(iii) and 17(c)(5) of the National School Lunch Act, 42 U.S.C. §§ 1751, et seq., to correspond with new eligibility criteria. Therefore, the District shall not bill the Department for any meal served to any child that enrolled in on-site campuses participating in the National School Breakfast and Lunch programs. 27 Section III Work Statement CACFP MEAL PATTERN REQUIREMENTS FOR CHILDREN BREAKFAST FOOD COMPONENT Ages 1-2 Ages 3-5 1. Milk, fluid ½ cup ¾ cup 2. Vegetable, fruit*, or ¼ cup ½ cup 100%full-strength juice 3. Grains/breads (whole grain or enriched) bread, or ½ slice ½ slice biscuits, rolls, muffins, cornbread, or ½ serving ½ serving cold dry cereal or ¼ cup or 1/3 oz. 1/3 cup or ½ oz. cooked cereal, cereal grains or ¼ cup ¼ cup cooked pasta or noodle products ¼ cup ¼ cup LUNCH/SUPPER 1. Milk, fluid ½ cup ¾ cup 2. Vegetable and/or fruit*, or 100 % full ¼ cup ½ cup strength juice (from 2 or more kinds) 3. Grains/breads (whole grain or enriched) Bread ½ slice ½ slice or cornbread, biscuits, rolls, muffins ½ serving ½ serving or cooked pasta, noodle products ¼ cup ¼ cup or cooked cereal, cereal grains ¼ cup ¼ cup 4. Meat or meat alternates: Lean meat, poultry, or fish 1 oz. 1½ oz. or egg 1 egg 1 egg or cooked dry beans, peas, lentils*** ¼ cup 3/8 cup or peanuts, soy nuts, tree nuts, seeds ½ oz.**** ¾ oz.**** or peanut butter, other nut or seed butters 2 Tbsps**** 3 Tbsps**** or yogurt (low or nonfat)** ½ cup or 4 oz. ¾ cup or 6 oz. or cheese** 1 oz. 1½ oz. an equivalent quantity of any combination of the above meat/meat alternates 28 Section III Work Statement CACFP MEAL PATTERN REQUIREMENTS FOR CHILDREN (Continued) SNACKS FOOD COMPONENT Ages 1-2 Ages 3-5 Select 2 of these 4 components***** 1. Milk, fluid****** ½ cup ½ cup 2. Vegetable, fruit* or ½ cup ½ cup 100 % full-strength juice ***** 3. Grains/breads (whole grain or enriched) Bread ½ slice ½ slice or cornbread, biscuits, rolls, muffins ½ serving ½ serving or cold dry cereal ¼ cup or 1/3 oz. 1/3 cup or ½ oz. or cooked cereal or cereal grains ¼ cup ¼ cup or cooked pasta, noodle products ¼ cup ¼ cup 4. Meat or meat alternates: Lean meat, poultry or fish ½ oz. ½ oz. or cheese** ½ oz. ½ oz. or eggs ½ egg ½ egg or cooked dry beans, peas, lentils*** 1/8 cup 1/8 cup or peanut butter, other nut or seed butters 1 Tbsp. 1 Tbsp. or peanuts, soy nuts, tree nuts or seeds**** ½ oz. ½ oz. or yogurt ¼ cup ¼ cup * If dried raisins or cranberries are served, another fruit or vegetable must be served with them. ** Natural or Processed only. *** In the same meal service, dried beans or dried peas may be used as a meat alternate or as a vegetable; however, such use does not satisfy the requirement for both components. **** No more than 50 percent of the requirement shall be met with nuts, seeds or nut butters. These components shall be combined with another meat/meat alternate to fulfill the requirement. For the purpose of determining combinations, one ounce of nuts or seed is equal to one ounce of cooked lean meat, poultry, or fish. ***** Juice may not be served when milk is served as the other component. ****** Due to milk already being served at breakfast and lunch, it is recommended that two food items be offered at all snacks, with water as the beverage. Additional requirements: Vitamin C rich food will be served at least once a day for morning session and afternoon sessions. Vitamin A rich food will be served at least twice a week. Iron rich foods will be served at least twice a week. Fruit juices will be 100% juice and enriched with 100% vitamin C. 29 SECTION IV COMPENSATION MARICOPA COUNTY HUMAN SERVICES DEPARTMENT 30 Section IV Compensation A. OBJECTIVE The District shall provide and serve meals and snacks that are high in nutrients and low in fat, sugar, and salt in compliance with the CACFP MEAL PATTERN REQUIREMENTS FOR CHILDREN, as defined in the Work Statement. All meals are child-size and priced according to child rates. B. COMPENSATION 1. Funding for this Agreement is through Federal Funding Awards from the Department of Human Services Head Start (HS), Early Head Start (EHS) grants, which provide funds through the Catalog of Federal Domestic Assistance (CFDA) number 93.600. 2. This Agreement is a vendor agreement. Payments may only be made after the District submits a monthly invoice and back-up documentation to substantiate the District’s expenditures. C. REIMBURSEMENT 1. Effective October 1, 2016 through September 30, 2017, the District shall be reimbursed for the number of meals served according to the per unit meal cost schedule set forth below in Paragraph D. The District will invoice the County monthly for services rendered. 2. The County will pay no more than Three Hundred Eighty-Four Thousand, Seven Hundred Eighty dollars and Seventy-Five cents ($384,780.75), the maximum payment for all services during the Agreement term. 3. Public Law No. 110-134 of the Improving Head Start for School Readiness Act of 2007 makes any child enrolled in Head Start automatically eligible for free meals without further application or eligibility determination and amends sections 9(b)(12)(A)(iii) and 17(c)(5) of the National School Lunch Act (NSLA) to correspond with the new eligibility criteria. Therefore, the District shall not be paid for and shall not bill the Department for any meal served to any child who is enrolled in any on-site campuses participating in the National School Breakfast and Lunch programs. 4. Subject to the availability of funds, the Department shall reimburse the District for providing services under this Agreement up to the Agreement Amount, which is the maximum total reimbursement available under this Agreement. 5. Claims for reimbursement in excess of the Agreement Amount require a Change Order or a formal, written amendment to this Agreement, as specified in the Amendments clause of the General Provisions of this Agreement. 6. The Department shall not pay the District for any meal that does not meet the minimum standards and requirements of this Agreement. 7. The availability of funds shall be determined solely by the County. 31 Section IV Compensation D. MEALS AND COSTS Total CHILD Meals Provided to CHILD Meals Department by Paid for by Unit Price Total Costs Paid District Department CHILD by Department Breakfast 61,424 61,424 $2.00 $122,848.00 Lunch 61,424 61,424 $3.00 $184,272.00 Snack 22,064 22,064 $1.25 $27,580.00 TOTAL $334,700.00 Total ADULT ADULT Meals Provided to Meals Paid Department by for by Unit Price Total Costs Paid District Department ADULT by Department Breakfast 0 0 $0.00 Lunch 11,871 11,871 3.25 $38,580.75 Snack 0 0 $0.00 TOTAL $38,580.75 FOOD CONTRACT COST Additional Items Cost TOTALS Medical Diets No Charge Special Foods Child Meals $334,700.00 Soy replacement for milk $2.25 per 32 oz. Adult Meals $38,580.75 per carton carton Soy replacement for $4,000.00 Lactaid replacement for $0.75 per 8 oz. year milk per carton carton Lactaid replacement for $2,000.00 Almond replacement for $5.50 year milk per 64 oz. carton Almond replacement $2,000.00 Aluminum Foil $22.84 for year Plastic Wrap $17.56 Emergency Food for $2,000.00 year Food Service Supplies $1,500.00 GRAND TOTAL $384,780.75 E. METHOD OF PAYMENT 1. On or before the fifth (5th) working day of the month following the month, or portion thereof, that the District performs under this Agreement, the District shall email to the Head Start Accountant an itemized billing statement of the daily meals delivered. 2. Monthly reports and supporting documentation shall be submitted to: Maricopa County Human Services Department Head Start Nutritionist Maureen Mason: masonm002@mail.maricopa.gov 32 Section IV Compensation 3. Maricopa County Head Start program business office is open: A. Monday through Friday, 8:00 a.m. to 5:00 p.m. 4. Subject to the availability of funds, the County shall, within twenty (20) working days after receipt of the documents referred to above, process and remit to the District a warrant for payment in an amount not to exceed the maximum total allowable for the previous month’s service or work performance. 5. If the County disallows a reimbursement claim in part the claim shall be processed for the reduced amount. If the District protests the amount of or the reason for a disallowance, the protest shall be considered a dispute under the "Disputes" clause of the General Provisions of this Agreement. 6. The District acknowledges and agrees that the County is not required to honor any reimbursement claim received by the County after the fifth (5th) working day of the month following the termination of this Agreement. 7. The District acknowledges that this is a multiple source funded cost reimbursement Agreement and, as such, all costs incurred by the District shall be documented and allocated to the appropriate cost objective as indicated in the Operating Budget contained in this section. F. PAYMENT RECOUPMENT The County shall initiate a process to recover money paid to the District if its program monitoring or quality assurance review finds that: 1. The District’s services have been reported inaccurately or are unsubstantiated. 2. The District’s financial records and backup documentation do not substantiate that money received from the County was used to perform the services specified in the Work Statement. 3. The District is in default of any obligation under or provision of this Agreement, or if audit exceptions are identified. 4. The County shall either reduce the payment amount or withhold payment until the default or deficiency is corrected to the County’s satisfaction or the County makes an exception to the default or deficiency. G. DISCLOSURE OF FRAUD OR MISCONDUCT The District shall promptly provide to the HHS Office of Inspector General any evidence that a principal, employee, agent, contractor, subcontractor, or other person has submitted a false claim under the False Claims Act, 31 U.S.C. §§ 3729, et seq., or has committed a criminal or civil violation pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct. The HHS Office of Inspector General may be reached at http://www.oig/hhs.gov/fraud/hotline. The District shall promptly send a copy of the evidence to the Department. 33