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INTERGOVERNMENTAL AGREEMENT BETWEEN MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT AND CITY OF SURPRISE Contract Amount: $87,452.00 Contract Start Date: October 1, 2015 Contract Termination Date: June 30, 2016 The contract term shall include two options to renew for one-year extensions, at the option of the County. Contract Number: _________________________ This Contract for Services Agreement (“Agreement”) is entered into by and between City of Surprise, (hereinafter referred to as the “Contractor”), 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.” WHEREAS, the County is empowered by Arizona Revised Statutes §§ 11-251 and 11-952 et seq. to enter into this Agreement and has delegated the undersigned the authority to execute this Agreement on behalf of the County. WHEREAS, the Contractor is empowered by Arizona Revised Statutes §§ 9-240, 9-500.11, 11-952 and 46- 241 et seq. to enter into this Agreement, and has by resolution, delegated the undersigned the authority to execute this Agreement on behalf of the Contractor. 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: Crisis Case Management and Financial Assistance Services Section IV – Compensation Attachment A: Operating Budget Section V – Contractor Hours of Operation & Service Area Attachment B: Facility Location Chart Attachment B-1: Surprise and El Mirage Service Area Map Contractor Rep: Nicole Lance, Deputy City Manager Phone: 623-222-1030 Address: 16000 N. Civic Center Plaza Surprise, AZ 85374 E-Mail: nicole.lance@surpriseaz.gov Maricopa County: Sandra Mendez, Assistant Director Phone: 602-506-2316 Address: 234 North Central, Suite 3000, Phoenix, AZ 85004 E-Mail: mendezs002@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. IN WITNESS THEREOF, the Parties have signed this Agreement: Approved By: Approved By: CITY OF SURPRISE MARICOPA COUNTY ______________________________________ _____________________________________ Mayor Chairman, Board of Supervisors ______________________________________ _____________________________________ Date Date Attested to: Attested to: _____________________________________ ______________________________________ City Clerk Date Clerk, Board of Supervisors Date In accordance with A.R.S. §§ 11-952, 11-201, and 11-251, this agreement has been reviewed by the undersigned attorney(s) who has determined that this Agreement is in proper form and within the power and authority granted under the laws of the state of Arizona. APPROVED AS TO FORM: APPROVED AS TO FORM: _____________________________________ _____________________________________ City Attorney Date Deputy County Attorney Date SECTION I GENERAL PROVISIONS Maricopa County Human Services Department Section I General Provisions Page 1 A. 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. B. DEFINITIONS As used throughout this Agreement, the following words and terms shall have the following meanings: 1. Agreement means this Intergovernmental Agreement between Maricopa County, administered by its Human Services Department, and the Contractor. 2. Assistant Director means the means the Assistant Director of the Community Services Division of the Maricopa County Human Services Department. 3. Board of Supervisors means the Maricopa County Board of Supervisors. 4. Contract Administrator means the person administering this Agreement on behalf of the Department. 5. Contractor means the person, firm or organization listed on the Cover Page of this Agreement. 6. Contract Specialist means the liaison between the Department and the Contractor. The Contract Specialist is responsible for monitoring this Agreement and providing technical assistance to the Parties. 7. County means Maricopa County, a political subdivision of the State of Arizona. 8. Department means the Maricopa County Human Services Department. 9. Director means the Director of the Maricopa County Human Services Department. 10. Division means the Community Services Division of the Maricopa County Human Services Department. 11. Fidelity Bond means a bond to indemnify the Contractor against losses resulting from fraud or lack of integrity, honesty or fidelity of one or more employees, officers or other persons holding a position of trust. 12. Juvenile means any person under the age of eighteen (18). 13. Payment Bond means a bond executed to ensure payment as required by law of all persons performing work or providing materials in the execution of work provided under this Agreement. 14. Performance Bond means a bond executed to secure fulfillment of all of the Contractor's obligations under this Agreement. Maricopa County Human Services Department Section I General Provisions Page 2 15. Program Manager means the Assistant Director of the Community Services Division of the Maricopa County Human Services Department. 16. Provider means the Contractor and any Subcontractor providing services under this Agreement. 17. Public Agency has the meaning prescribed by A.R.S. § 11-951. 18. 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. 19. 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. 20. Work Statement means Section III of this Agreement which describes the services to be delivered under this Agreement. C. 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. 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. Contractor is an independent contractor in the performance of all work and the provision of all services under this Agreement and Contractor shall not be considered an officer, employee, representative, or agent of the County. 4. Contractor shall not make any payments, either directly or indirectly, to any person, partnership, corporation, trust or other organization that has a substantial interest in Contractor's organization or with which Contractor (or any 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 Department 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. D. AMENDMENTS All Amendments to this Agreement shall be in writing and signed by authorized signers for both Parties. E. 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 Department agrees otherwise. Maricopa County Human Services Department Section I General Provisions Page 3 F. 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 Department for disbursement. The Director shall be the sole authority in determining the availability of funds under this Agreement and the Department shall keep the Contractor 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 Board of Supervisors 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 Department 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. G. 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. H. DISPUTES 1. Except as may otherwise be provided for in this Agreement, Parties will attempt to resolve any dispute arising out of this Agreement informally. The informal resolution process shall not exceed one hundred twenty (120) days. Disputes that cannot be resolved informally through the cooperative efforts of the parties shall be resolved using the following dispute resolution process. 2. Notice of the specific grounds of a dispute shall be in writing and filed with the Contract Administrator, if one has been appointed, or, if not, with the County Procurement Officer within ten (10) working days from the date Contractor knew or should have known of the basis of the dispute. The Contract Administrator or County Procurement Officer, as applicable, shall respond in writing to Contractor within fourteen (14) working days. The decision of the Contract Administrator or County Procurement Officer shall be final and conclusive unless, within seven (7) working days from the date Contractor is served with the decision, Contractor files a written notice of appeal with the County’s Chief Procurement Officer, who shall provide Contractor with a written response within fourteen (14) working days following receipt of Contractor’s notice of appeal. The decision of the Chief Procurement Officer shall be final and not appealable. 3. Pending a final decision of the Chief Procurement Officer, the Contractor shall proceed diligently with its performance of this Agreement in accordance with the Contract Administrator or County Procurement Officer’s decision. I. DEFAULT This Agreement may be immediately terminated by the County if Contractor fails to perform any objective or breaches any obligation under this Agreement, or any event occurs that jeopardizes Contractor’s ability to perform any of its obligations under this Agreement. The County reserves the Maricopa County Human Services Department Section I General Provisions Page 4 right to have service provided by persons other than Contractor if Contractor is unable or fails to provide required services with the specified time frame. J. TERMINATION 1. This Agreement is subject to cancellation by the County in accordance with the provisions of A.R.S. § 38-511. 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. K. 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. L. STRICT COMPLIANCE The Department’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. M. 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. N. INDEMNIFICATION To the 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 Subcontractors. 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 Maricopa County Human Services Department Section I General Provisions Page 5 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. O. TECHNICAL ASSISTANCE The Department 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. P. SINGLE AUDIT ACT REQUIREMENTS Contractors in receipt of federal funds through the Department 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.). Contractor shall comply with OMB Circular A-133. 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. Contractor shall take corrective actions within six (6) months of the date of receipt of the reports. The Department shall consider sanctions as described in OMB Circular A-133 if Contractor does not comply 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 Department shall notify the Contractor in writing of the disallowance and the required course of action, which shall be at the option of the Department 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. STAFF AND VOLUNTEER TRAINING The Department may make available to Contractor the opportunity to participate in any applicable training activities conducted by the Department. S. 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. T. 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 Maricopa County Human Services Department Section I General Provisions Page 6 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. U. 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. V. 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. W. 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. X. 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. The Contractor shall comply with the requirements of the Arizona Address Confidentiality Program, A.R.S. § 41-161 et. seq. MCHSD/CSD will advise the Contractor as to applicable policies and procedures ADES has adopted for such compliance. Y. 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. Z. 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. AA. 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 Maricopa County Human Services Department Section I General Provisions Page 7 discovery, including rights under any patent issued thereon, shall be disposed of and administered, in order to protect the public interest. BB. CONTRACT COMPLIANCE MONITORING The Department 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 Department 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 Department for inspection and copying. CC. 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 Department of any such agreement shall be a breach of this Agreement and the County may immediately terminate this Agreement without liability. 2. The Contract Administrator 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 Contract Administrator, the award of the agreement or grant may affect the costs being paid or reimbursed under this Agreement. 3. If the Contract Administrator determines that the award to Contractor of such other agreement or grant has affected the costs being paid or reimbursed under this Agreement, the Contract Administrator shall prepare an amendment to this Agreement effecting a cost adjustment. If the Contractor disputes the proposed cost adjustment, the dispute shall be resolved pursuant to the "Disputes" section of this Agreement. DD. 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.). EE. RECOGNITION OF DEPARTMENT SUPPORT Contractor shall give recognition to the Department, 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. FF. INSURANCE REQUIREMENTS The Contractor and any of its subcontractors shall procure and maintain such insurance requirements until all of their obligations have been discharged and any warranty periods under this Contract are satisfied, including any claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors. The insurance requirements herein are minimum requirements for this Agreement and in no way limit the indemnity covenants contained in this Agreement. The County and State of Arizona in no way warrant that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this Agreement by the Contractor, his agents, representatives, employees or subcontractors, and the Contractor is free to purchase additional insurance. Maricopa County Human Services Department Section I General Provisions Page 8 1. MINIMUM SCOPE AND LIMITS OF INSURANCE: Contractor shall provide coverage with limits of liability not less than those stated below. a. Commercial General Liability – Occurrence Form Policy shall include bodily injury, property damage, personal injury and broad form contractual liability. General Aggregate $4,000,000 Personal and Advertising Injury $1,000,000 Blanket Contractual Liability – Written and Oral $1,000,000 Fire Legal Liability $ 50,000 Each Occurrence $2,000,000 i. The policy shall be endorsed to include the following additional insured language: “Maricopa County and the State of Arizona, their departments, agencies, boards, commissions, and their officers, officials, agents, and employees shall be named as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor". ii. Policy shall contain a waiver of subrogation against Maricopa County, the State of Arizona and their departments, agencies, boards, commissions, and their officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. iii. The Policy shall be endorsed to include coverage for sexual abuse and molestation. b. Business Automobile Liability Bodily Injury and Property Damage for any owned, hired, and/or non-owned vehicles used in the performance of this Contract. Combined Single Limit (CSL) $2,000,000 i. The policy shall be endorsed to include the following additional insured language: “Maricopa County and the State of Arizona, their departments, agencies, boards, commissions, and their officers, officials, agents, and employees shall be named as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor, involving automobiles owned, leased, hired or borrowed by the Contractor". ii. Policy shall contain a waiver of subrogation against Maricopa County and the State of Arizona, their departments, agencies, boards, commissions, and their officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. c. Worker's Compensation and Employers' Liability Workers' Compensation Statutory Employers' Liability Each Accident $1,000,000 Disease – Each Employee $1,000,000 Disease – Policy Limit $1,000,000 i. Policy shall contain a waiver of subrogation against Maricopa County and the State of Arizona, their departments, agencies, boards, commissions, and their Maricopa County Human Services Department Section I General Provisions Page 9 officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. d. Professional Liability (Errors and Omissions Liability) Each Claim $2,000,000 Annual Aggregate $4,000,000 i. In the event that the professional liability insurance required by this Contract is written on a claims-made basis, the Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed. ii. The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Work Statement under this Contract. 2. ADDITIONAL INSURANCE REQUIREMENTS: The policies, except Worker’s Compensation and Professional Liability insurance, are to contain, or be endorsed to contain, the following provisions: a. Maricopa County, the State of Arizona, and their respective departments, agencies, boards, commissions, and their respective officers, officials, agents, and employees and the Contractor shall be additional insureds to the full limits of liability purchased by the Contractor, even if those limits of liability are in excess of those required by the Contract. b. The Contractor’s and its subcontractors’ insurance coverage shall be primary insurance with respect to all other available sources. c. The Contractor’s and its subcontractors’ insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Coverage provided by the subcontractors shall not be limited to the liability assumed under the indemnification provisions of their contracts with the Contractor. 3. NOTICE OF CANCELLATION: With the exception of (10) day notice of cancellation for non-payment of premium, any changes material to compliance with this contract in the insurance policies above shall require (30) days written notice to Maricopa County. Such notice shall be sent directly to Maricopa County Human Services Department (Attn: Community Services Division), 234 N. Central Avenue, Ste 3000, Phoenix, AZ 85004, and shall be sent by certified mail, return receipt requested. 4. ACCEPTABILITY OF INSURERS: Insurance is to be placed with duly licensed or approved non-admitted insurers in the State of Arizona with an “A.M. Best” rating of not less than A VII. The County in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. If the social services program utilizes the Social Service Contractors Indemnity Pool (SSCIP) or other approved insurance pool for insurance coverage, SSCIP or the other approved insurance pool is exempt from the A.M. Best’s rating requirement listed in this Contract. If the Contractor or it Subcontractor chooses to use SSCIP or another approved insurance pool as its insurance provider, the Contract or Contractor’s Subcontract would be Maricopa County Human Services Department Section I General Provisions Page 10 considered in full compliance with insurance requirements relating to the A.M. Best rating requirements. 5. VERIFICATION OF COVERAGE: Contractor shall furnish the County with certificates of insurance (ACORD form or equivalent approved by the County) as required by this Contract. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements are to be received and approved Maricopa County before work commences. Each insurance policy required by this Contract must be in effect at or prior to commencement of work under this Contract and remain in effect for the duration of the Contract’s contract term. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal, is a material breach of contract. All certificates required by this Contract shall be sent directly to Maricopa County Human Services Department (Attn: Community Services Division), 234 N. Central Avenue, Ste. 3000, Phoenix, AZ 85004. The County’s Contract number is to be noted on the certificate of insurance. The County reserves the right to require complete, certified copies of all insurance policies required by this Contract at any time. 6. EXCEPTIONS: In the event the Contractor’s subcontractor(s) is/are a public entity, then the Insurance Requirements may, based upon the sole discretion of the County, not apply. Such public entity may, based upon the sole discretion of the County, provide a certificate of self-insurance to the Contractor and may be provided to the County upon request. GG. BONDING 1. Contractor shall not receive any initial reimbursements under this Agreement in an amount greater than the Contractor's bonding limit. Contractor shall provide the Contract Administrator with documentation of required bonding. 2. Contractor 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. HH. 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 Department if the grievance is not satisfied by Contractor. II. 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. JJ. 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 Maricopa County Human Services Department Section I General Provisions Page 11 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 Arizona Executive Order 2009-09, which mandates that all persons shall have equal access to employment opportunities. KK. 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. LL. 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 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. MM. 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. NN. 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. Maricopa County Human Services Department Section I General Provisions Page 12 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. OO. 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 Department, 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. PP. IMMIGRATION REFORM AND CONTROL COMPLIANCE Contractor understands and acknowledges that the Immigration Reform and Control Act of 1986 (Pub. L. No.99-603) (“IRCA”) applies to this Agreement. Contractor shall comply with the IRCA in performing under this Agreement and shall grant the County access to inspect its personnel records to verify such compliance. QQ. 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. RR. GOVERNOR’S EXECUTIVE ORDER NO. 88-26 Contractor shall use the Arizona Taxonomy of Human Services for reporting and contracting purposes. SS. EMPLOYMENT DISCLAIMER 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. The Parties agree 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 Maricopa County Human Services Department Section I General Provisions Page 13 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. TT. 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 department 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 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 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 Department 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 Department, Attention: Department Director at the address set forth on the Cover Page of this Agreement. UU. VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES § 23-214 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS By entering into this Agreement, Contractor represents and warrants that it is in compliance with the Immigration and Nationality Act (8 U.S.C. §§ 1101, et seq.) and all other federal and State immigration laws and regulations related to the immigration status of its employees. Contractor shall obtain statements from its Subcontractors certifying such compliance and shall furnish the statements to the Maricopa County Human Services Department Section I General Provisions Page 14 Department upon request. These representations and warranties shall remain in effect throughout the term of this Agreement. Contractor and its Subcontractors shall also maintain Employment Eligibility Verification forms (I-9), as required by the U.S. Department of Labor’s Immigration Reform and Control Act of 1986 (Pub. L. No. 99-603), for all employees performing work under this Agreement. I- 9 forms are available for download at USCIS.GOV. Contractor agrees to verify employee compliance using the E-verify system and shall keep a record of the verification for the duration of the employee’s employment or at least three years, whichever is longer. Contractor warrants that it is in compliance with A.R.S. § 41-4401 (e-verify requirements) and further represents: 1. That Contractor and its Subcontractors, 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(A); 2. That breach of the warranty under subparagraph 1 above shall be deemed a material breach of this Agreement and the County may immediately terminate this Agreement without liability; and 3. That the County and any contracting government entity retains the legal right to inspect the papers and employment records of any Contractor or Subcontractor employee who works under this Agreement to ensure that the Contractor and its Subcontractor are complying with the warranty provided under subsection 1 above, and that Contractor agrees to make all papers and employment records of said employee(s) available to the County during normal working hours in order to facilitate such an inspection. VV. CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS 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). Maricopa County Human Services Department SECTION II SPECIAL PROVISIONS Maricopa County Human Services Department Maricopa County Human Services Department Section II Special Provisions Page 1 A. DEFINITIONS 1. The following terms shall have the associated meanings within this Agreement: a. ADES means the Arizona Department of Economic Security. b. Agency means the Contractor’s business operation. c. MCHSD – means Maricopa County Human Services Department. d. CSD – means Community Services Division of Maricopa County’s Human Services Department. e. Chief Procurement Officer means the head of the County’s Office of Procurement Services. f. Contract Administrator means Assistant Director, and that position’s program-related responsibilities within MCHSD/CSD g. Vulnerable Adult means an individual who is eighteen years of age or older and who is unable to protect himself from abuse, neglect or exploitation by others because of a physical or mental impairment. Vulnerable adult includes an incapacitated person as defined in A.R.S. 14-5101. B. 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. C. CHANGES ORIGINATED BY THE DEPARTMENT Budget Adjustments: If changes do not result in an increase or reduction of the total contract budget amount and result in more than a 10% change in a budget category, changes will take place with budget change orders to be executed, approved and signed by both the Department Assistant Director and Contractor agency director. Changes that result in an increase or decrease in the total Agreement budget will require a formal amendment pursuant to Section D of the General Provisions. The MCHSD/CSD Assistant Director may, at any time, make changes to the general scope of this Agreement in any or all of the following areas and methods, including, but not limited to, via written memorandums or email: 1. Specific program rules, regulations, application procedures: These changes will be communicated in writing to subcontractor agency directors through revisions to the Maricopa County Human Services Department/Community Services Division Program Policy & Procedure Handbook and through written memorandums. 2. Minor work statement revisions: These changes will be communicated in writing to the subcontractor agency directors through written memorandums. 3. Administrative requirements such as reporting criteria: These changes will be communicated in writing to subcontractor agency directors through written memorandums. Any dispute or disagreement resulting from such written changes or budget change orders shall constitute a dispute within the meaning of the dispute clause of the Agreement’s General Provisions and shall be adjusted accordingly. Maricopa County Human Services Department Section II Special Provisions Page 2 D. COMPLIANCE WITH LAWS, RULES & REGULATIONS Contractor shall comply with all applicable laws, rules, and regulations, without limitation, to those designated within this Agreement. E. AUDIT REQUIREMENTS In accordance with A.R.S. § 11-624, the Contractor shall, at its own expense, file with the Human Services Department, either: 1. Audited financial statements prepared in accordance with federal single audit requirements. 2. Financial statements prepared in accordance with generally accepted accounting principles audited by an independent certified public accountant. F. 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 submit information directly to MCHSD CSD prior to employing or following any person to volunteer who provides such direct services under this Agreement. MCHSD 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 person, their employees or volunteers who apply for a contract with MCHSD; b. All employees/volunteers of the Contractor; c. A subcontractor of the Contractor and any subcontractor employees or volunteers; or d. Prospective employees/volunteer of the Contractor or its subcontractor before being employed or volunteering. 4. 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; and c. Include any salary/employee-related expenses on the monthly Financial Claim Form pertaining to any people included in clause 5.59.3 above. 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 Maricopa County Human Services Department Section II Special Provisions Page 3 person has been granted a Central Registry exception. 7. Results from ADES of the Central Registry background checks shall be submitted to the Contractor within five (5) days of receipt by MCHSD/CSD. 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. 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. Contractor 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. Such Contractor and subcontractor staff includes current employees, whether paid or not, those who transfer into a direct service position, volunteers, and new employees, whether paid or not. 2. If awaiting receipt of their clearance card, such staff shall provide services ONLY under direct visual supervision and oversight of an employee who possesses a fingerprint clearance card until staff is issued a valid fingerprint clearance card that meets the Level One requirements. 3. Except as provided in A.R.S. § 46-141, this Contract may be cancelled or terminated immediately if a person employed by the Contractor, and who has contact with juveniles or vulnerable adults, 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. Should a staff’s fingerprint clearance card be revoked or suspended, such staff shall immediately be prohibited from providing services under this Contract unless granted a good cause exception pursuant to ARS 41-619.55. This Contract may be cancelled or terminated immediately should it be discovered the Contractor, or its subcontractor, did not prudently and immediately act upon such information. a. Contractor staff, whether paid or not, who are required or allowed to provide services directly to juveniles, shall certify on forms provided by the Arizona Department 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); or b. Ever committed any act of sexual abuse of a child, including sexual exploitation and commercial sexual exploitation, or any act of child abuse. 5. The Contractor shall assume the costs of fingerprint checks. The Department may allow all or part of the costs of fingerprint clearance checks/cards to be included as an allowable, reimbursable cost under this Contract. Maricopa County Human Services Department Section II Special Provisions Page 4 6. Upon receiving the valid fingerprint clearance card, Contractor shall forward a copy of the staff’s card, front and back, to the MCHSD Community Services Division. H. CONTRACTOR CHANGES The Contractor is required to notify the MCHSD Community Services Division’s Assistant Director, in writing, within fifteen (15) calendar days, of any changes in the following: The number of staff or the identity of staff funded with this contract Agency authorized signatory Agency address, phone, fax or email addresses Person to whom Agreement notices should be sent Any variation of insurance required by this Agreement I. DEPARTMENT DETERMINATIONS The Department 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 MCHSD/Community Services Division staff. J. ALLOCATION OF FUNDING Should additional funds become available during the term of the contract period, the Department 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. K. COMPUTER SOFTWARE POLICY The contractor shall comply with Federal copyright laws applicable to software licenses. In addition, all policies and agreements between the Department 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 MCHSD Community Services Division Assistant Director. L. RESPONSIBILITY FOR REPAYMENT OF DIRECT SERVICE FUNDS Should program monitoring or application quality assurance review result in findings related to direct service funds being paid for ineligible individuals or in amounts above allowable program limits, the Contractor shall repay those funds to the Department upon written notification by the MCHSD/CSD Operations Manager or Assistant Director. M. DATA COLLECTION AND MANAGEMENT Eligibility determination and documentation shall be completed for all applicants/clients and appropriate household members receiving services through this contract. The Contractor is responsible for adhering to MCHSD data entry requirements and for the timely, accurate data entry of information. N. COOPERATION IN TRAINING, PLANNING, NEEDS ASSESSMENT, OUTCOME MEASUREMENT INITIATIVES The Contractor will be required to cooperate in needs assessments, training required by MCHSD CSD and planning and outcome measurement initiatives. O. REPORTING REQUIREMENTS Unless otherwise provided in this contract, reporting shall adhere to the following schedule: no later than the 10th working day following each month during the contract term, the Contractor shall submit programmatic and financial reports to the Department in the form set forth in this Maricopa County Human Services Department Section II Special Provisions Page 5 Agreement. Failure to submit accurate and complete reports by the 10th working day following the end of a month may result, at the option of the Department, in retention of payment. Failure to provide such report within 45 calendar days following the end of a month may result, at the option of the Department, in a forfeiture of such payment. Contractor shall submit to the Department all final program and fiscal reports no later than the designated date, to be determined by the Department, following the termination of this contract. Failure to submit final program and fiscal reports within the designated time period may result, at the option of the Department, in forfeiture of final payment. P. 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. Acted on behalf of the County without appropriate authorization. 3. Provided favorable or unfavorable treatment to anyone. 4. Made a decision on behalf of the County that exceeded its authority, could result in partiality, or have a political consequence for the County. 5. Misrepresent or otherwise impeded the efficiency, authority, actions, policies, or adversely affect the confidence of the public or integrity of the Department. 6. Loss of impartiality when advising the Department. Q. CONTRACT TERM AND OPTION TO EXTEND 1. The term of the Agreement shall commence upon October 1, 2015, and shall remain in effect for nine (9) months or otherwise specified date, unless terminated, cancelled, or extended as otherwise provided herein. The Contract term shall include two options to renew for one-year extensions based on Contractor performance. 2. The Contractor shall not provide services prior to contract term commencing or after the end date of the contract. (No billable activity outside of the effective dates). 3. Upon execution of this Agreement and incurring allowable expenses within the contract term, the Contractor shall invoice the County per Section IV, Compensation, under this Agreement. R. LEVEL OF SERVICES If the Contractor determines service recipient eligibility, the Contractor shall maintain and regulate the units or services set forth in this contract to ensure continuity and availability of services to eligible persons during the term of this Agreement and during any transition to a subsequent Contractor. The Department makes no guarantee to purchase specific quantities of goods or services or to refer eligible persons as may be identified or specified herein. Further, it is understood and agreed that this Agreement is for the sole convenience of the Department and that the Department reserves the right to obtain like goods or services from its sources when such need is determined necessary by the Department. Maricopa County Human Services Department Section II Special Provisions Page 6 Services under this Agreement may be moved or expanded to other site locations within the geographic area awarded only by a written amendment. S. PANDEMIC CONTRACTUAL PERFORMANCE 1. The Department shall require a written plan that illustrates how the contractor shall perform up to contractual standards in the event of a pandemic. The Department may require a copy of the plan at any time prior or post award of a contract. At a minimum, the pandemic performance plan shall include: a. Key succession and performance planning if there is a sudden significant decrease in contractor’s workforce. b. Alternative methods to ensure there are services or products in the supply chain. c. An up to date list of agency contacts and organizational chart. 2. In the event of a pandemic, as declared by the Governor of Arizona, U.S. Government or the World Health Organization, which makes performance of any term under this contract impossible or impracticable, The Department shall have the following rights: a. After the official declaration of a pandemic, the Department may temporally void the contract(s) in whole or specific sections if the contractor cannot perform to the standards agreed upon in the initial terms. b. The Department shall not incur any liability if a pandemic is declared, and emergency procurements are authorized by the Director of the Arizona Department of Administration per A.R.S. § 41-2537 as may be amended of the Arizona Procurement Code. c. Once the pandemic is officially declared over and/or the contractor can demonstrate the ability to perform, the Department, at its sole discretion may reinstate the temporarily voided contract(s). T. PAYMENT RECOUPMENT The Contractor shall reimburse the Department upon demand, or the Department may deduct from future payments, the following: 1. Any amounts received by the Contractor from the Department for contract services which have been inaccurately reported or are found to be unsubstantiated. 2. Any amounts paid by the Contractor to a subcontractor not authorized in writing by the Department. 3. Any amount or benefit paid directly or indirectly to an individual or organization not in accordance with the Substantial Interest section of these terms and conditions. 4. Any duplicate amounts paid by the Department for services covered or reimbursed by other specific grants, contracts, or payments. 5. Any amounts expended for items or purposes determined unallowable by the Department upon reimbursement by the Department of such costs to the Contractor; see the “Unallowable Costs” clause of these Special Provisions. Maricopa County Human Services Department Section II Special Provisions Page 7 6. Any amounts paid by the Department 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 Department 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. U. PERSONNEL The Contractor's personnel working under this Agreement shall be qualified to carry out all duties and requirements set forth in this Agreement. Contractor shall ensure services are provided as reflected in Attachment B as set forth in this Agreement. V. TRANSITION OF ACTIVITIES In the event that a contract is awarded to a new contractor for services similar to those being performed by Contractor under this Agreement, there shall be a transition of services period. During this period, the contractor, under this contract, shall work closely with the new contractor’s personnel and/or Department staff to ensure a smooth and complete transfer of duties and responsibilities. The Department’s authorized representative will coordinate all transition activities. A transition plan will be developed in conjunction with the existing contractor to assist the new contractor and/or Department staff to implement the transfer of duties. The Department reserves the right to determine which projects/service delivery nearing completion will remain with the current Contractor of record. W. UNALLOWABLE COSTS The cost principles set forth in the Code of Federal Regulations, 48 CFR, Chapter 1, Subchapter e, Part 31, (October 1, 1991), including later amendments and editions on file with the Arizona Secretary of State and incorporated by this reference, shall be used to determine the allow ability of incurred costs for the purpose of reimbursing costs under contract provisions that provide for the reimbursement of costs. Those costs which are specifically defined as unallowable therein will not be submitted for reimbursement by the Contractor and may not be reimbursed with Department funds. In addition, the Contractor shall comply with the following publications (including subsequent revisions), as applicable: 1. OMB Circular A-122 (now relocated to 2 CFR, Part 230) for private non-profit organizations other than institutions of higher education, hospitals or others specified in A- 122. 2. OMB Circular A-133 for audits of institutions of higher education and other non-profit institutions. X. SUBSTANTIAL INTEREST DISCLOSURE Contractor shall not make any payments, either directly or indirectly, to any person, partnership, corporation, trust, or any other organization which has a substantial interest in 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 a full written disclosure of the proposed payments, including amounts, to the Department. Maricopa County Human Services Department Section II Special Provisions Page 8 Leases or rental agreements of property shall be in writing and accompanied by an independent commercial appraisal of fair market rental, lease, or purchase value, as appropriate. For the purpose of this Section, "relative" shall have the same meaning as in A.R.S. §38-502 as may be amended. Y. TERMINATION 1. This Agreement is subject to the provisions of A.R.S. § 38-511, which provides in pertinent part: The state, its political subdivisions or any department of either may, within three years after its execution, cancel any contract, without penalty or further obligation, made by the state, its political subdivisions, or any of the departments or agencies of either if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the state, its political subdivisions or any of the departments or agencies of either is, at any time while the contract or any extension of the contract is in effect, an employee or agent of any other party to the contract in any capacity or a consultant to any other party of the contract with respect to the subject matter of the contract. 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. Maricopa County Human Services Department SECTION III WORK STATEMENT Maricopa County Human Services Department Maricopa County Human Services Department Section III Work Statement Page 1 WORK STATEMENT FOR CRISIS CASE MANAGEMENT AND FINANCIAL ASSISTANCE SERVICES A. Purpose The purpose of this Agreement is to award funds to the Contractor to be used for the provision of Crisis Case Management and Financial Assistance Services during SFY16 in the Surprise and El Mirage service area. Services shall be provided as described in this section. B. SERVICE DESCRIPTION: 1. Crisis Case Management Services are provided to individuals and/or families in order to enhance their self-sufficiency and/or involvement in the community, and through which the needs and eligibility of the individuals applying for/receiving financial services are determined. For those individuals eligible, appropriate services are identified, obtained or provided, and recorded. Information and referral services will be provided as appropriate. 2. Financial Assistance Services are provided to stabilize the immediate and emergent needs of the client including basic needs. Financial services may include, but are not limited to: emergency rent and mortgage assistance, first month’s rent and rental deposit assistance, utility payment assistance, utility deposit assistance, food boxes, etc. C. UNIT OF SERVICE: Units of service may vary depending on the types of activities conducted. D. STANDARDS/LICENSURE/PROGRAM INFORMATION: 1. Contractors will comply with all federal, state and county regulations related to specific funding sources used. Additionally, all contractors will comply with the Maricopa County Human Services Department/Community Services Division Policy & Procedure Handbook and will be responsible for keeping the handbook updated as program regulations and guidelines change. 2. Federal, State, and County regulations will be the responsibility of the Contractor to follow and may include, but are not limited to: a. Federal Low Income Home Energy Assistance Program regulation as well as the State of Arizona Low Income Home Energy Assistance Program State Plan. Title XXVI- Low Income Home Energy Assistance Program Omnibus Budget Reconciliation Act of 1981; b. Federal Social Services Block Grant; c. Federal Emergency Solutions Grant; d. Federal Community Services Block Grant; e. Utility, Repair, Replacement and Deposit Assistance Guidelines; f. State Short Term Crisis Services Program; g. Federal Temporary Assistance to Needy Families (TANF) as related to the provision of Emergency Assistance; h. State and Federal Client Confidentiality Laws and Regulations; i. Maricopa County Human Services Department/Community Services Division Policy & Procedures Handbook; and j. Community Services Block Grant Legislation as amended. Maricopa County Human Services Department Section III Work Statement Page 2 3. Crisis case management is the process by which eligibility for financial assistance with basic and emergent needs is determined and received. Available resources are categorized as follows: a. Financial Assistance (i.e. rent, utility, mortgage assistance); b. Information and Referral; c. Utility and Telephone Discount Programs (enrollment); d. Goods and materials provided (i.e. food boxes, clothing); e. Home Repair/Weatherization (i.e. application intake or referral to home repair programs i.e. weatherization); and f. Non-Financial Assistance (i.e. face-to-face provision of services i.e. case management, energy conservation education, assistance with forms completion such as for AHCCCS). 4. Maricopa County Human Services Department/Community Services Division Policy & Procedure Handbook provides detailed information on services that can be provided, client eligibility regulations and guidelines, application and documentation procedures and service dollar limits for Maricopa County funded financial assistance. The Policy & Procedure set forth therein is hereby incorporated by reference and binding on the parties, their assignees and subcontractors. 5. Financial assistance service funds are not included in Contractor agreements/contracts. These funds will be retained by Maricopa County Human Services Department (MCHSD) and are made available to contractors through the HSD Online Client Data System. Applications for MCHSD funded financial assistance must be completed via the HSD Online Client Data System. MCHSD will make payments directly to vendors (i.e. utility companies, landlords, mortgage companies, etc.) upon authorization by MCHSD. E. SERVICE REQUIREMENTS: Contractor shall: 1. Provide services that are appropriate to the language, culture and geographic location of the target population. 2. Provide on-site financial assistance services at a location(s) within the specified service area, as determined during contract negotiations. 3. Provide personnel, supervision, staff training, equipment, materials and supplies necessary to perform and provide crisis case management and financial assistance services. 4. Utilize the HSD Online Client Data System to document and record all services provided and supported by MCHSD funds. This includes financial assistance services and non- financial services provided by Contractor staff/volunteers supported with MCHSD funds. 5. Data entry of all services and/or applications must be complete by the 5th business day of the following month. 6. Ensure that applications for MCHSD funded assistance are reviewed for quality assurance prior to submission to MCHSD for payment authorization. 7. Ensure that completed applications for financial assistance are submitted to MCHSD within five days of application intake. Maricopa County Human Services Department Section III Work Statement Page 3 F. SERVICE GOALS: 1. To assist low income individuals or households reduce or eliminate barriers to initial or continuous employment. 2. To assist households in improving housing conditions and lowering utility costs through home weatherization, repair or replacement of utility related appliances, home repairs. 3. To reduce homelessness and help families move from unaffordable or unsafe housing by assisting with first month rent, rental security deposits and/or utility deposits. 4. To prevent homelessness by assisting families with eviction prevention rent assistance, mortgage foreclosure assistance and/or utility assistance. 5. To assist low-income families in accessing or maintaining telephone service through enrollment in telephone discount programs. 6. To ensure that individuals know about and can access other community resources and programs through provision of community information and referral. 7. To reduce immediate hunger by providing food boxes or referrals to sources of immediate food. 8. To assist low-income energy burdened households maintain self-sufficiency through enrollment in various utility discount programs. 9. To support households in maintaining or achieving self-sufficiency through crisis case management to meet the household’s immediate and basic needs. 10. To assist low-income individuals and/or households in achieving an increase in financial assets and/or financial skills to achieve or maintain self-sufficiency. G. MATERIALS/SERVICES PROVIDED BY MCHSD: 1. Maricopa County Human Services Department/Community Services Division Policy & Procedure Handbook 2. HSD Online Client Data System. 3. Training and technical assistance on: MCHSD funded crisis case management and financial assistance services Use of the HSD Online Client Data System Required Reports and Forms 4. Fiscal monitoring, program monitoring and client file review. 5. MCHSD Financial Assistance Vouchers. 6. Other forms as necessary. Maricopa County Human Services Department Section III Work Statement Page 4 H. REPORTING REQUIREMENTS: MCHSD reserves the right to add, remove, or revise reporting requirements at its discretion. Contractor shall submit the following to MCHSD/CSD: 1. Results Oriented Management and Accountability (ROMA) data and/or reports no later than the 10th business day after the end of each quarter of the fiscal year. 2. Annual Leveraging Report no later than 45 days after the end of the contract year. The report is to include agency funding and amounts received by agency from entities other than Maricopa County Human Services Department that support administration and operating costs of the Contractor, including the value of in-kind contributions. 3. Submit other reports as required by MCHSD. 4. Reports will be submitted to: Maricopa County Human Services Department Community Services Division 234 N. Central Avenue, Suite 3000 Phoenix, AZ 85004 Maricopa County Human Services Department SECTION IV COMPENSATION Maricopa County Human Services Maricopa County Human Services Department Section IV Compensation Page 1 A. COMPENSATION Subject to the availability and authorization of funds for the explicit purposes set forth in this Agreement, County shall pay the Contractor compensation for services rendered. B. REIMBURSEMENT 1. Effective October 1, 2015 through June 30, 2016, Contractor shall be reimbursed as set forth under this Agreement. 2. During the term of this Agreement, the maximum amount of compensation due to the Contractor from the County, for any and all services performed by the Contractor for the obligations and duties herein, shall not exceed the amount(s) in Attachment A. C. METHOD OF PAYMENT Subject to receipt of a proper invoice and upon approval by the County during the term of this Agreement, County shall pay the Contractor no more than monthly and based on performance of the duties described herein by the Contractor as follows: 1. Subject to the availability of funds, the Department shall reimburse the Contractor for all allowable costs associated with the performance of work and the provision of services under this Agreement. Reimbursement for this Contract shall be limited to the total amount of the Contract award and per Attachment A. 2. On or before the tenth (10th) working day of the month following a month of service delivery by the Contractor, the Contractor shall submit to the MCHSD Community Services Division, a Financial Claim Form (Claim) as the Contractor’s invoice for allowable costs incurred during the billing period. A template Claim form shall be provided by the MCHSD/CSD to the Contractor for its use. Sufficient backup shall also be attached to this Claim, such as a General Ledger excerpt or detailed Expenditure Report, with the included charges circled or highlighted. 3. The Financial Claim and backup will be submitted to MCHSD/CSD before payment(s) can be made by the County as provided for under this Agreement. 4. Provided that the maximum reimbursable amount is not exceeded, the Contractor may deviate, plus or minus 10% from the amounts identified in the Contract itemized service budget category subtotals. 5. Changes exceeding the above stated deviation from itemized service budget category subtotals will require a Change Order as specified in Special Provisions’ Section F, Changes Originated by the Department clause, or a formal Amendment, as specified in General Provisions’ Section D, Amendments, of this Agreement. 6. Should the MCHSD Community Services Division make a disallowance in the claim, the claim shall be processed for the reduced amount. If the Contractor protests the amount or the reasons for a disallowance, the protest shall be construed as a dispute concerning a question of fact within the meaning of General Provisions’ Section I, Disputes, of this Agreement. Maricopa County Human Services Department Section IV Compensation Page 2 ATTACHMENT A - OPERATING BUDGET for SFY16 October 1, 2015 to Contract Operating Budget - MCHSD June 30, 2016 City of CONTRACTOR: Surprise Service: Crisis Case Management and Financial Assistance Services Revenue Sources MCHSD* 87,452.00 Total Revenues 87,452.00 Budget Categories Personnel / ERE 87,452.00 Total Expenses 87,452.00 *Funding will be allocated internally on a monthly basis by Maricopa County Human Services Department/Financial Services. Based on fund availability, funds utilized may include, but are not limited to: SSBG, TANF, LIHEAP, County Funds and CSBG Maricopa County Human Services Department SECTION V CONTRACTOR HOURS OF OPERATION & SERVICE AREA Maricopa County Human Services Department Maricopa County Human Services Department Section V Contractor Hours of Operation and Service Area Page 1 FACILITY LOCATION CHART – ATTACHMENT B Contract Services shall be delivered only at the facilities and locations specified below and will be available during the hours of operation indicated. NAME OF FACILITY, ADDRESS, DAYS & HOURS DESCRIPTION OF THE PHONE AND FAX NO. WHERE CONTRACT SERVICE(S) SUB OF OPERATION COMMUNITY SERVICE AREA SERVICE(S) WILL BE PROVIDED Service Location(s)/Office(s) Surprise Community Action Program Monday – Friday 12425 W. Bell Road Crisis Case Management and 8:00 a.m. to Surprise, AZ 85374 Financial Assistance Services N/A 5:00 p.m. by Surprise and El Mirage Community Service 623-222-1026 arrangement. Area as indicated in map Attachment B-1 ----------------------------------------------------- Administrative Office Administrative Office City of Surprise 16000 N. Civic Center Plaza Surprise, AZ 85374-7470 623-222-1026 The facility(s) listed above will not be open on those holidays marked below (darken box for applicable holiday): New Year’s Day Washington’s birthday Memorial Day Rosh Hashanah Veteran’s Day Martin Luther King JR’s President’s Day Independence Day Yom Kippur Thanksgiving Birthday Day Lincoln’s birthday Good Friday Labor Day Columbus Day Christmas Day OTHER HOLIDAYS: Day After Thanksgiving Floating Holiday – Day Before Christmas (specify) (specify) Cesar Chavez Birthday Maricopa County Human Services Department Section V Contractor Hours of Operation and Service Area Page 2 Attachment B-1: Surprise and El Mirage Services Area Maricopa County Human Services Department