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Contract No. C-22-22-078-X-01 220102 CI Amendment No. 3 AMENDMENT NO. 3 TO THE CONTRACT BETWEEN MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT AND SOLARI, INC. I. Maricopa County by and through the Maricopa County Human Services Department and Solari Inc. entered into a Contract on or about August 17, 2021. The Agreement term is July 1, 2021 through June 30, 2022. The purpose of the Agreement is to assist the County in providing services to those who have been disproportionately impacted by the pandemic through an expansion of 211 services including but not limited to transportation services, housing crisis hotline, and assistance to those facing eviction. The County provided the Solari with $25,000 in American Rescue Plan Act Coronavirus State and Local Fiscal Recovery Funds under CFDA number 21.027 for these services. The County and the Contractor may be referred to individually as “Party” or collectively as “Parties.” The Parties executed Amendment No. 1 on or about October 4, 2021. The purpose of the Amendment was to extend the term of the Agreement from June 30, 2022 through December 31, 2022. And for the County to provide an additional $25,000 in American Rescue Plan Act Coronavirus State and Local Fiscal Recovery Funds under CFDA number 21.027 for the Contractor to conduct additional customer service calls to landlords on behalf of tenants in the process of receiving rental and/or utility assistance to prevent evictions. The Parties executed Amendment No. 2 on or about March 15, 2022. Amendment No. 2 addressed the following: revised the Purpose of the Agreement, revised the Responsibilities for the Parties, extended the Term of the Agreement through December 31, 2022, revised Funding, Invoicing and Payment. Funding for the Agreement was increased to $2,987,030 for the following activities: $1,285,970 for Emergency Rental Assistance Navigation Support; $1,267,566 for the Housing Crisis Hotline; and $383,494 for the Transportation Navigation and Assistance Services. Funding is provided under Catalogue of Federal Domestic Assistance (CDFA) 21.027 American Rescue Plan Act State and Local Fiscal Recovery Funds provided to the County through the U.S. Department of Treasury. II. The Parties now agree to amend the Agreement as follows: A. Revise Solari, Inc’s title of responsibility from Contractor to Subrecipient. B. Revise Section 3.0 (CONTRACTOR RESPONSIBILITIES) to add the following: 3.6 Incorporate U.S. Department of Housing and Urban Development (HUD) Emergency Solutions Grant - Emergency Solutions Grant Cares Act (ESG- CV) activities into the Agreement that include: 3.6.1 Develop a live utilization Dashboard to track and summarize performance activities for funded services: Emergency Shelter, Transitional Housing, Rapid Re-Housing, and Permanent Supportive Housing. Develop a mutually agreed upon timeline and Contract No. C-22-22-078-X-01 220102 CI Amendment No. 3 milestones for deliverables within the first month of Amendment execution. 3.6.2 Develop standard report(s) focused on key monitoring requirements for Maricopa County funded homeless programs. Reports shall indicate current occupancy rates for project types as well as other mutually agreed upon data points. 3.6.3 Complete ESG CAPER reporting requirements for all recipients within Maricopa. 3.6.4 Submit to the County program reports: 3.6.4.1 Programmatic Report on Monthly Activity 3.6.4.2 Other reports as requested by the County including aggregate or client level data, through the HMIS System and according to approved CoC Data Sharing agreements. Reports shall be utilized to improve access to services. 3.6.4.3 The County reserves the right to add, remove or revise reporting requirements. 3.6.4.4 Reports shall be submitted via email to: TJ Reed Homelessness Programs Manager Housing and Community Development Maricopa County Human Services Department 234 N. Central Avenue, 3rd Floor, Phoenix, AZ 85004 Cell: 602-317-7056 TJ.Reed@Maricopa.gov C. Revise Section 5.0 (TERM) of the Agreement by removing in its entirety and replacing with the following: 5.1 ARPA funded activities shall be effective on the date listed on page one of this Agreement, and will expire on December 31, 2022. 5.2 ESG-CV funded activities shall be effective July 1, 2022 through June 30, 2023. D. Revise Section 10.0 (FUNDING, INVOICING, AND PAYMENT) in the following subparagraphs: 10.2 The funding amount provided under Catalogue of Federal Domestic Assistance (CDFA) 21.027 American Rescue Plan Act State and Local Fiscal Recovery Funds provided to the County through the U.S. Department of Treasury for the following activities shall be increased by $1,651,060: 10.2.2 $1,267,566 for the Housing Crisis Hotline for a total amount of $2,535,132. 10.2.3 $383,494 for transportation Navigation and Assistance Services for a total of $766,988. 10.9 The County shall provide Subrecipient a not-to exceed amount of $75,000 under federal Assistance Listing Numbers (ALN) 14.231 Emergency Solutions Grant (ESG-CV) as outlined in the attached ESG-CV Budget. Funding period of availability is retroactive from July 1, 2022 through June 30, 2023. Contract No. C-22-22-078-X-01 220102 CI Amendment No. 3 10.10 The Subrecipient shall submit monthly invoices for costs incurred for activities identified in Section 3.0 (CONTRACTOR RESPONSIBILITIES), Subparagraph 3.6. ESG-CV invoices must be separate from other Agreement program activities. 10.11 Subrecipient’s monthly invoices are due on the 15th day following the end of the month being reported (i.e. February 15th for January report) and must include sufficient back-up documentation to support invoices. Subrecipient shall invoices to hsdfinance@maricopa.gov 10.12 Final invoice for ESG-CV funds must be submitted by July 10th. 10.13 Disallowed costs as detailed in the Uniform Administrative Requirements as listed in Section 35 shall not be submitted for reimbursement by the Subrecipient and may not be reimbursed by the County. E. Add the following Sections to the Agreement: 40.0 FINANCIAL MANAGEMENT 40.1 The Subrecipient agrees to maintain an adequate accounting system that provides for appropriate grant accounting (including calculation of program income). 40.2 The Subrecipient shall comply with accounting principles and procedures required to utilize adequate internal controls and maintain necessary source documentation for all costs incurred, as well as any applicable federal laws and regulations. 41.0 AGREEMENT COMPLIANCE MONITORING/AUDITING 41.1 The County will monitor the Subrecipient's compliance with, and performance under, the terms and conditions of this Agreement and the applicable federal regulations. On-site visits for compliance monitoring may be made by the County and its grantor agencies (or both the County and its grantor agencies) at any time during the Subrecipient's normal business hours, announced or unannounced. During an on-site visit, the Subrecipient shall make all of its records and accounts related to work performed or services provided under this Agreement available to the County for inspection and copying. 41.2 The County shall request information for fiscal monitoring/audit per Office of Management and Budget (OMB) Uniform Guidance 2 C.F.R. § 200, to include: 41.2.1 Financial Management 2 C.F.R. § 200.302 41.2.2 Internal Controls 2 C.F.R. § 200.303 41.2.3 Bonds 2 C.F.R. § 200.304 41.2.4 Payment and Financial Reporting 2 C.F.R. § 200.305 41.2.5 Cost Sharing or Matching 2 C.F.R. § 200.306 41.2.6 Program Income 2 C.F.R. § 200.307 41.2.7 Revision of Budget and Program Plans 2 C.F.R. § 200.308 41.2.8 Period of Performance 2 C.F.R. § 200.309 41.2.9 Insurance Coverage 2 C.F.R. § 200.310 41.2.10Record Retention and Access 2 C.F.R. §§ 200.334 – 200.338 41.2.11Procurement Standards 2 C.F.R. § 200.318 41.2.12Indirect Costs 2 C.F.R. § 200.414 41.2.13Compensation-Personal Services 2 C.F.R. § 200.430 Contract No. C-22-22-078-X-01 220102 CI Amendment No. 3 41.2.14Audit Requirements 2 C.F.R. §§ 200.501-200.517 42.0 AUDIT DISALLOWANCES 42.1 The Subrecipient shall, upon written notice, 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 court costs and attorney and expert fees the County spends to pursue legal action relating to a disallowance. Court costs and attorney and expert fees incurred will be specifically identified as applicable to the recovery of the disallowed costs in question. 42.2 If the County determines that a cost for which payment has been made is a disallowed cost, then the County will notify the Subrecipient in writing of the disallowance and the required course of action, which shall be at the option of the County, either to adjust any future claim submitted by the Subrecipient by the amount of the disallowance or to require immediate repayment of the disallowed amount by the Subrecipient issuing a check payable to the County. 43.0 DEFAULT AND REMEDIES FOR NONCOMPLIANCE 43.1 Notwithstanding anything to the contrary, this Section shall not be deleted or superseded by any other provision of this Agreement. 43.2 This Agreement may be immediately terminated by the County if the Subrecipient defaults by failing to perform any objective or breaches any obligation under this Agreement, or any event occurs that jeopardizes the Subrecipient’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 Subrecipient if the Subrecipient is unable or fails to provide required services within the specified time frame in the work statement. 43.3 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: 43.3.1 Non-performance of any obligations required by this Agreement. 43.3.2 Noncompliance with any applicable federal, state, or local laws, rules or regulations, including HUD guidelines, policies, or directives. 43.3.3 Unauthorized expenditure of funds. 43.3.4 Improper disposition of program income. 43.3.5 Noncompliance with applicable financial record requirements, accounting principles, or standards established by OMB Uniform Guidance 2 C.F.R. § 200. 43.3.6 Noncompliance with recordkeeping, record retention, or reporting requirements. Contract No. C-22-22-078-X-01 220102 CI Amendment No. 3 43.4 Notwithstanding the suspension or termination of this Agreement, or the final determination of the proper disposition of funds, the Subrecipient shall, without intent to limit or with restrictions, be subject to the following: 43.4.1 All awards of funding shall be immediately revoked, and any approvals related to the project described in Section 3.0 (CONTRACTOR RESPONSIBILITIES) shall be deemed revoked and canceled. Thereby, any entitlements to compensation after suspension or termination of this Agreement are similarly revoked and unavailable. 43.4.2 Not be relieved of any liability or responsibility associated with Section 3.0 (CONTRACTOR RESPONSIBILITIES). 43.4.3 Acknowledge that suspension or termination of this Agreement does not affect or terminate any rights against the Subrecipient 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 Agreement or rule. 43.4.4 Waiver 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. 43.4.5 The Subrecipient 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, and any and all of its agents, representatives, officers, officials, directors, employees, volunteers, successors, assigns, 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. 44.0 CONFIDENTIAL INFORMATION 44.1 Any information obtained in the course of performing this Agreement may include information that is proprietary or confidential to the County. This provision establishes the Subrecipient’s obligation regarding such information. 44.2 The Subrecipient shall establish and maintain procedures and controls that are adequate to assure that no information contained in its records and/or obtained from the County or from others in carrying out its functions (services) under the Agreement shall be used by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Agreement. The Subrecipient’s procedures and controls at a minimum must be the same procedures and controls it uses to protect its own proprietary or confidential information. If, at any time during the duration of the Agreement, the Contract No. C-22-22-078-X-01 220102 CI Amendment No. 3 County determines that the procedures and controls in place are not adequate, the Subrecipient shall institute any new and/or additional measures requested by the County within fifteen (15) calendar days of the written request to do so. 44.3 Any requests to the Subrecipient for County proprietary or confidential information shall be referred to the County for review and approval, prior to any dissemination. 45.0 NON-LIABILITY The County and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, and commissions shall not be liable for any act or omission by the Subrecipient or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, agencies, boards, commissions, or Subcontractors occurring in the performance of this Agreement, nor shall the County and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, and commissions be liable for purchases, Subcontract, or agreements made by the Subrecipient or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, agencies, boards, commissions, or subcontractors in connection with this Agreement. 46.0 NONDISCRIMINATION, EQUAL OPPORTUNITY AND EQUAL ACCESS 46.1 Subrecipient agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5, which is hereby incorporated into this Agreement as if set forth in full herein. In connection with any service or other activity under this Agreement, Subrecipient shall not discriminate against any employee, client, or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability, or national origin. 46.2 The Subrecipient, 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 Subrecipient shall include this clause in all of its Subcontracts. 46.3 The Subrecipient shall comply with requirements of the Housing and Urban Development Equal Access Rule at 24 C.F.R. Part 5, Final Rule 5863, to ensure equal access to housing and services regardless of gender identity. 47.0 DISABILITY REQUIREMENTS The Subrecipient agrees that any electronic or information technology offered under this Agreement shall comply with A.R.S. §§41-2531 and 41- 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 Contract No. C-22-22-078-X-01 220102 CI Amendment No. 3 information technology that is comparable to the access and use by employees and members of the public who are not individuals with disabilities. 48.0 LOBBYING 48.1 No federal appropriated funds have been paid or will be paid by or on behalf of the Subrecipient 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 agreement, 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 agreement, grant, loan, or cooperative agreement. 48.2 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 agreement, grant, loan or cooperative agreement, then the Subrecipient shall complete and submit OMB Form-LLL, titled "Disclosure of Lobbying Activities," in accordance with its instructions and 31 U.S.C. § 1352. 49.0 SYSTEM FOR AWARD MANAGEMENT The Subrecipients must remain current in the System for Award Management (SAM) www.sam.gov/SAM/ (database of basic business information for subrecipients and contractors that receive federal funds) throughout the term of the Agreement. 50.0 SURVIVAL The indemnification, hold harmless, defense, and non-liability provisions of this Agreement shall have full force and effect notwithstanding any other provisions in this Agreement and shall survive the termination or expiration of this Agreement. 51.0 FORCE MAJEURE 51.1 Neither Party shall be liable for failure of performance, nor incur any liability to the other Party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused by events, occurrences, or causes beyond the reasonable control and without negligence of the Parties. Such events, occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake, storm, hurricane, or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, Contract No. C-22-22-078-X-01 220102 CI Amendment No. 3 pandemic, and interruption or failure of electricity or telecommunication service. 51.2 Each Party, as applicable, shall give the other Party notice of its inability to perform and particulars in reasonable detail of the cause of the inability. Each party must use best efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply. 51.3 The Party asserting Force Majeure as a cause for non-performance shall have the burden of proving that reasonable steps were taken to minimize delay or damages caused by foreseeable events, all non-excused obligations were substantially fulfilled, and the other Party was timely notified of the likelihood or actual occurrence that would justify such an assertion, so that other prudent precautions could be contemplated. III. Section II above contains all the changes made by this Amendment No. 3. All other terms and conditions of the Agreement and previously approved Amendments not amended by this Amendment No. 3 shall remain unchanged and in full force and effect as executed by both Parties. IV. This Agreement is subject to A.R.S. §38-511. IN WITNESS THEREFORE, the Parties have signed this Amendment: FOR AND ON BEHALF OF SOLARI, Inc.: ____________________________________ Justin N. Chase, CEO Date FOR MARICOPA COUNTY: ____________________________________ Bill Gates, Chairman Date Maricopa County Board of Supervisors Attested to: ____________________________________ Juanita Garza, Clerk of the Board Date Approved As To Form: ____________________________________ Deputy County Attorney Date Contract No. C-22-22-078-X-01 220102 CI Amendment No. 3