PE 220256-CI, SOLARI CONTRACT FOR COVID-19 CONTACT AND RELATED SERVICES .PDF
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CONTRACT #: 220256-CI
Page 1 of 23
COVID-19 CASE CONTACT & COMMUNITY
OUTREACH SERVICES
220256-CI
This contract is entered into this 1st day of May 2022 by and between Maricopa County (“County”), a
political subdivision of the State of Arizona, and SOLARI, Inc. an Arizona domestic non-profit corporation
(“Contractor”) for the purchase of COVID-19 Case Contact and Related Services.
1.0
INTENT
The intent of this Contract is to secure the services of Solari, Inc. to provide Automated Case
Contact and Community Outreach Services for COVID-19 related needs, including all staff and all
other operational requirements to successfully deliver the contract requirements for the Maricopa
County Department of Public Health (MCDPH).
2.0
CONTRACT TERM
2.1
This contract is for a term of Fourteen (14) months, beginning on May 1, 2022, and
ending June 30, 2023, unless extended as provided herein.
3.0 OPTION TO RENEW
The County may, at its option and with the concurrence of the Contractor, renew the term of this
contract up to a maximum of One (1) additional year(s), (or at the County’s sole discretion, extend
the contract on a month-to-month basis for a maximum of six months after expiration). The
Contractor shall be notified in writing by the Office of Procurement Services of the County’s
intention to renew the contract term at least 30 calendar days prior to the expiration of the original
contract term.
4.0 CONTRACT COMPLETION
In preparation for contract completion, the Contractor shall make all reasonable efforts for an
orderly transition of its duties and responsibilities to another provider and/or to the County. This
may include, but is not limited to, preparation of a transition plan and cooperation with the County
or other providers in the transition. The transition includes the transfer of all records and other data
in the possession, custody, or control of the Contractor that are required to be provided to the
County either by the terms of this agreement or as a matter of law. The provisions of this clause
shall survive the expiration or termination of this agreement.
5.0 PRICE ADJUSTMENTS
Any requests for reasonable price adjustments must be submitted 60 calendar days prior to
contract expiration. Requests for adjustment in cost of labor and/or materials must be supported
by appropriate documentation. The reasonableness of the request will be determined by comparing
the request with the Consumer Price Index or by performing a market survey. If County agrees to
shall issue written approval of the change and provide an updated version of the contract. The
new change shall not be in effect until the date stipulated on the updated version of the contract.
6.0
PAYMENTS
6.1
As consideration for performance of the duties described herein, County shall
pay Contractor the sum(s) stated in Exhibit B Pricing Sheet.
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6.2
Payment shall be made upon the County’s receipt of a properly completed invoice.
6.3
INVOICES
6.3.1
The Contractor shall submit one legible copy of their detailed invoice before
payment(s) will be made. Incomplete invoices will not be processed. At a minimum,
the invoice must provide the following information:
•
Company name, address, and contact information
•
County bill-to name and contact information
•
Contract serial number
•
County purchase order number
•
Project name and/or number
•
Invoice number and date
•
Payment terms
•
Date of service or delivery
•
Quantity
•
Contract item number(s)
•
Arrival and completion time
•
Description of purchase (product or services)
•
Pricing per unit of purchase
•
Extended price
•
Freight (if applicable)
•
Mileage with rate (if applicable)
•
Total amount due
6.3.2
Problems regarding billing or invoicing shall be directed to the department as listed
on the purchase order.
6.3.3
Payment shall only be made to the Contractor by Accounts Payable through the
Maricopa County Vendor Express Payment Program. This is an electronic funds
transfer (EFT) process. After contract award, the Contractor shall complete the
Vendor Registration Form accessible from the County Department of Finance
Vendor Registration
Web Site
https://www.maricopa.gov/5169/Vendor-
Information.
6.3.4
Discounts offered in the contract shall be calculated based on the date a properly
completed invoice is received by the County.
6.3.5
EFT payments to the routing and account numbers designated by the Contractor
shall include the details on the specific invoices that the payment covers. The
Contractor is required to discuss remittance delivery capabilities with their
designated financial institution for access to those details.
6.4
APPLICABLE TAXES
6.4.1
It is the responsibility of the Contractor to determine any and all applicable taxes
and include those taxes in their proposal. The legal liability to remit the tax is on
the entity conducting business in Arizona. Tax is not a determining factor in
contract award.
6.4.2
The County will look at the price or offer submitted and will not deduct, add, or alter
pricing based on speculation or application of any taxes, nor will the County
provide Contractor any advice or guidance regarding taxes. If you have questions
regarding your tax liability, seek advice from a tax professional prior to submitting
CONTRACT #: 220256-CI
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your bid. You may also find information at https://www.azdor.gov/Business.aspx.
Once your bid is submitted, the offer is valid for the time specified in this solicitation,
regardless of mistake or omission of tax liability. If the County finds overpayment
of a project due to tax consideration that was not due, the Contractor will be liable
to the County for that amount, and by contracting with the County agrees to remit
any overpayments back to the County for miscalculations on taxes included in a
bid price.
6.4.3
Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State,
and local taxes applicable to their operation and any persons employed by the
Contractor. Contractor shall, and require all subcontractors to, hold Maricopa
County harmless from any responsibility for taxes, damages, and interest, if
applicable, contributions required under Federal and/or State and local laws and
regulations, and any other costs including: transaction privilege taxes,
unemployment
compensation
insurance,
Social
Security,
and
workers’
compensation. Contractor may be required to establish, to the satisfaction of
County, that any and all fees and taxes due to the City or the State of Arizona for
any license or transaction privilege taxes, use taxes, or similar excise taxes are
currently paid (except for matters under legal protest).
7.0
AVAILABILITY OF FUNDS
7.1
The provisions of this contract relating to payment for services shall become effective when
funds assigned for the purpose of compensating the Contractor as herein provided are
actually available to County for disbursement. The County shall be the sole judge and
authority in determining the availability of funds under this contract. County shall keep the
Contractor fully informed as to the availability of funds.
7.2
If any action is taken by, any State agency, Federal department, or any other agency or
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in
connection with, this contract, County may amend, suspend, decrease, or terminate its
obligations under, or in connection with, this contract. In the event of termination, County
shall be liable for payment only for services rendered prior to the effective date of the
termination, provided that such services are performed in accordance with the provisions
of this contract. County shall give written notice of the effective date of any suspension,
amendment, or termination under this section, at least 30 business days in advance.
8.0
DUTIES
8.1
The Contractor shall perform all duties stated in Exhibit C – Scope of Work, or as otherwise
directed in writing by the procurement officer.
9.0
TERMS AND CONDITIONS
9.1
INDEMNIFICATION
9.1.1
To the fullest extent permitted by law, and to the extent that claims, damages,
losses, or expenses are not covered and paid by insurance purchased by the
Contractor, the Contractor shall defend, indemnify, and hold harmless the County
(as “Owner”), its agents, representatives, officers, directors, officials, and
employees from and against all claims, damages, losses, and expenses (including,
but not limited to attorneys' fees, court costs, expert witness fees, and the costs
and attorneys' fees for appellate proceedings) arising out of, or alleged to have
resulted from, the negligent acts, errors, omissions, or mistakes relating to the
performance of this contract.
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9.1.2
Contractor's duty to defend, indemnify, and hold harmless the County, its agents,
representatives,
officers,
directors, officials,
and
employees shall
arise in
connection with any claim, damage, loss, or expense that is attributable to bodily
injury, sickness, disease, death, or injury to, impairment of, or destruction of
tangible property, including loss of use resulting therefrom, caused by negligent
acts, errors, omissions, or mistakes in the performance of this contract, but only to
the extent caused by the negligent acts or omissions of the Contractor, a
subcontractor, anyone directly or indirectly employed by them, or anyone for
whose acts they may be liable, regardless of whether or not such claim, damage,
loss, or expense is caused in part by a party indemnified hereunder.
9.1.3
The amount and type of insurance coverage requirements set forth herein will in
no way be construed as limiting the scope of the indemnity in this section.
9.1.4
The scope of this indemnification does not extend to the sole negligence of
County.
9.2
INSURANCE
9.2.1
Contractor, at Contractor’s own expense, shall purchase and maintain, at a
minimum, the herein stipulated insurance from a company or companies duly
licensed by the State of Arizona and possessing an AM Best, Inc. category rating
of B++. In lieu of State of Arizona licensing, the stipulated insurance may be
purchased from a company or companies, which are authorized to do business in
the State of Arizona, provided that said insurance companies meet the approval of
County. The form of any insurance policies and forms must be acceptable to
County.
9.2.2
All insurance required herein shall be maintained in full force and effect until all
work or service required to be performed under the terms of the contract is
satisfactorily completed and formally accepted. Failure to do so may, at the sole
discretion of County, constitute a material breach of this contract.
9.2.3
In the event that the insurance required is written on a claims-made basis,
Contractor warrants that any retroactive date under the policy shall precede the
effective date of this contract and either continuous coverage will be maintained,
or an extended discovery period will be exercised for a period of two years
beginning at the time work under this contract is completed.
9.2.4
Contractor’s insurance shall be primary insurance as respects County, and any
insurance or self-insurance maintained by County shall not contribute to it.
9.2.5
Any failure to comply with the claim reporting provisions of the insurance policies
or any breach of an insurance policy warranty shall not affect the County’s right to
coverage afforded under the insurance policies.
9.2.6
The insurance policies may provide coverage that contains deductibles or self-
insured retentions. Such deductible and/or self-insured retentions shall not be
applicable with respect to the coverage provided to County under such policies.
Contractor shall be solely responsible for the deductible and/or self-insured
retention and County, at its option, may require Contractor to secure payment of
such deductibles or self-insured retentions by a surety bond or an irrevocable and
unconditional letter of credit.
CONTRACT #: 220256-CI
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9.2.7
The insurance policies required by this contract, except Workers’ Compensation
and Errors and Omissions, shall name County, its agents, representatives, officers,
directors, officials, and employees as additional insureds.
9.2.8
The policies required hereunder, except Workers’ Compensation and Errors and
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation)
against County, its agents, representatives, officers, directors, officials, and
employees for any claims arising out of Contractor’s work or service.
9.2.9
If available, the insurance policies required by this contract may be combined with
Commercial Umbrella Insurance policies to meet the minimum limit requirements.
If a Commercial Umbrella insurance policy is utilized to meet insurance
requirements, the
Certificate
of
Insurance
shall
indicate
which
lines
the
Commercial Umbrella Insurance covers.
9.2.9.1 Commercial General Liability
Commercial
General
Liability (CGL) insurance and,
if necessary,
Commercial Umbrella insurance with a limit of not less than $2,000,000
for each occurrence, $4,000,000 Products/Completed Operations
Aggregate, and $4,000,000 General Aggregate Limit. The policy shall
include coverage for premises liability, bodily injury, broad form property
damage, personal injury, products and completed operations and blanket
contractual coverage, and shall not contain any provisions which would
serve to limit third party action over claims. There shall be no endorsement
or modifications of the CGL limiting the scope of coverage for liability
arising from explosion, collapse, or underground property damage.
9.2.9.2 Workers’ Compensation
9.2.9.2.1
Workers’ compensation insurance to cover obligations
imposed by Federal and State statutes having jurisdiction of
Contractor’s employees engaged in the performance of the
work or services under this contract; and Employer’s Liability
insurance of not less than $1,000,000 for each accident,
$1,000,000 disease for each employee, and $1,000,000
disease policy limit.
9.2.9.2.2
Contractor, its subcontractors, and sub-subcontractors waive
all rights against this contract and its agents, officers, directors,
and employees for recovery of damages to the extent
these damages are covered by the workers’ compensation
and Employer’s Liability, or Commercial Umbrella Liability
insurance obtained by Contractor, its subcontractors, and
its sub- subcontractors pursuant to this contract.
9.2.9.3 Cyber, Network Security, and Privacy Liability
Cyber, Network Security and Privacy Liability Insurance with a limit of not
less than $5,000,000 per claim. The policy shall include, but not be limited
to; coverage for all directors, officers, and employees of the Contractor,
losses with respect to network risks (such as data breaches, unauthorized
access or use, and ID theft of data), invasion of privacy (regardless of the
type of media involved in the loss of private information), crisis
management, identity theft response costs, breach notification costs, and
credit monitoring, defense, and claims expenses, regulatory defense costs
CONTRACT #: 220256-CI
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plus fines and penalties, cyber extortion, electronic data restoration
expenses (data asset protection), network business interruption, computer
fraud coverage, funds transfer loss, , theft, no requirement for arrest and
conviction, and loss outside the premises of the named insured.
9.2.9.4 Certificates of Insurance:
9.2.9.4.1
Prior to contract award, Contractor shall furnish the County
with valid and complete Certificates
of Insurance,
or
formal endorsements as required by the contract in the form
provided by the County, issued by Contractor’s insurer(s),
as evidence that policies providing the required coverage,
conditions and limits required by this contract are in full force
and effect. Such certificates shall identify this contract number
and title.
9.2.9.4.2
In the event any insurance policy(ies) required by this
contract is (are) written on a claims-made basis, coverage
shall extend for two years past completion and acceptance
of Contractor’s work or services and as evidenced by
annual certificates of insurance.
9.2.9.4.3
If a policy does expire during the life of the Contract, a renewal
certificate must be sent to County 10 calendar days prior to
the expiration date.
9.2.10 Cancellation and Expiration Notice:
Applicable to all insurance policies required within the insurance requirements of
this contract, Contractor’s insurance shall not be permitted to expire, be
suspended, be canceled, or be materially changed for any reason without 30 days
prior written notice to Maricopa County. Contractor must provide to Maricopa
County, within two business days of receipt, if they receive notice of a policy that
has been or will be suspended, canceled, materially changed for any reason, has
expired, or will be expiring. Such notice shall be sent directly to Maricopa County
Office of Procurement Services and shall be mailed, or hand delivered to
160 S. 4th Avenue, Phoenix, AZ 85003, or emailed to the procurement officer noted
in the solicitation.
9.3
FORCE MAJEURE
9.3.1
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 contract, 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, and interruption or failure of electricity or
telecommunication service.
9.3.2
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
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use best efforts to remedy the situation and remove, as soon as practicable, the
cause of its inability to perform or comply.
9.3.3
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, that all non-excused obligations were substantially
fulfilled, and that the other party was timely notified of the likelihood or actual
occurrence which would justify such an assertion, so that other prudent
precautions could be contemplated.
9.4
NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION
This contract does not guarantee any minimum or maximum purchases will be made.
Orders will only be placed under this contract when the County identifies a need and proper
authorization and documentation have been approved.
9.5
PURCHASE ORDERS
9.5.1
County reserves the right to cancel purchase orders within 10 days of time after
issuance. Should a purchase order be canceled, the County agrees to reimburse
the Contractor for actual and documentable costs incurred by the Contractor in
response to the purchase order. The County will not reimburse the Contractor for
any costs incurred after receipt of County notice of cancellation, or for lost profits,
or for shipment of product prior to issuance of purchase order.
9.5.2
Contractor agrees to accept verbal notification of cancellation of purchase orders
from the County procurement officer with written notification to follow. Contractor
specifically acknowledges to be bound by this cancellation policy.
9.6
BACKGROUND CHECK
Respondents may be required to pass multiple background checks (e.g. Sheriff’s Office,
County Attorney's Office, Courts, as well as Maricopa County general government) to
determine if the respondent is acceptable to do business with the County. This applies to,
but is not limited to, the company, subcontractors, and employees, and the failure to pass
these checks shall deem the respondent non-responsible.
9.7
SUSPENSION OF WORK
The procurement officer may order the Contractor, in writing, to suspend, delay, or interrupt
all or any part of the work of this contract for the period of time that the procurement officer
determines appropriate for the convenience of the County. No adjustment shall be made
under this clause for any suspension, delay, or interruption to the extent that performance
would have been so suspended, delayed, or interrupted by any other cause, including the
fault or negligence of the Contractor. No request for adjustment under this clause shall be
granted unless the claim, in an amount stated, is asserted in writing as soon as practicable
after the termination of the suspension, delay, or interruption, but not later than the date of
final payment under the contract.
9.8
STOP WORK ORDER
9.8.1
The procurement officer may, at any time, by written order to the Contractor,
require the Contractor to stop all, or any part, of the work called for by this contract
for a period of 90 calendar days after the order is delivered to the Contractor, and
for any further period to which the parties may agree. The order shall be specifically
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identified as a stop work order issued under this clause. Upon receipt of the order,
the Contractor shall immediately comply with its terms and take all reasonable
steps to minimize the incurrence of costs allocable to the work covered by the order
during the period of work stoppage. Within a period of 90 calendar days after a
stop work order is delivered to the Contractor, or within any extension of that period
to which the parties shall have agreed, the procurement officer shall either:
9.8.2
cancel the stop work order; or
9.8.2.1 terminate the work covered by the order as provided in the Termination
for Default or the Termination for Convenience clause of this contract.
9.8.2.2 The procurement officer may make an equitable adjustment in the
delivery schedule and/or contract price, and the contract shall be
modified, in writing, accordingly, if the Contractor demonstrates that the
stop work order resulted in an increase in costs to the Contractor
9.9
TERMINATION FOR CONVENIENCE
Maricopa County may terminate the resultant contract for convenience by providing 30
calendar days advance written notice to the Contractor.
9.10
TERMINATION FOR DEFAULT
9.10.1 The County may, by written Notice of Default to the Contractor, terminate this
contract in whole or in part if the Contractor fails to:
9.10.1.1
deliver the supplies or to perform the services within the time
specified in this contract or any extension;
9.10.1.2
make progress, so as to endanger performance of this contract; or
9.10.1.3
perform any of the other provisions of this contract.
9.10.2 The County’s right to terminate this contract under these subparagraphs may be
exercised if the Contractor does not cure such failure within 10 business days (or
more if authorized in writing by the County) after receipt of a Notice to Cure from
the procurement officer specifying the failure.
9.11
PERFORMANCE
It shall be the Contractor’s responsibility to meet the proposed performance requirements.
Maricopa County reserves the right to obtain services on the open market in the event the
Contractor fails to perform, and any price differential will be charged against the Contractor.
9.12
CONTRACTOR EMPLOYEE MANAGEMENT
9.12.1 Contractor shall endeavor to maintain the personnel proposed in their proposal
throughout the performance of this contract.
9.12.2 If Contractor personnel’s employment status changes, Contractor shall provide
County a list of proposed replacements with equivalent or greater experience.
9.12.3 Under no circumstances shall the implementation schedule to be impacted by a
personnel change on the part of the Contractor.
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9.12.4
Contractor shall not reassign any key personnel identified in their proposal without
the express consent of the County.
9.12.5
County reserves the right to immediately remove from its premises any Contractor
personnel it determines to be a risk to County operations.
9.13
WARRANTY OF SERVICES
9.13.1 The Contractor warrants that all services provided hereunder will conform to the
requirements of the contract, including all descriptions, specifications, and
attachments made a part of this contract. County’s acceptance of services or
goods provided by the Contractor shall not relieve the Contractor from its
obligations under this warranty.
9.13.2 In addition to its other remedies, County may, at the Contractor's expense, require
prompt correction of any services failing to meet the Contractor's warranty herein.
Services corrected by the Contractor shall be subject to all the provisions of this
contract in the manner and to the same extent as services originally furnished
hereunder.
9.14
INSPECTION OF SERVICES
9.14.1 The Contractor shall provide and maintain an inspection system acceptable to
County covering the services under this contract. Complete records of all
inspection work performed by the Contractor shall be maintained and made
available to County during contract performance and for as long afterwards as the
contract requires.
9.14.2 County has the right to inspect and test all services called for by the contract, to
the extent practicable at all times and places during the term of the contract.
County shall perform inspections and tests in a manner that will not unduly delay
the work.
9.14.3 If any of the services do not conform to contract requirements, County may require
the Contractor to perform the services again in conformity with contract
requirements, at no cost to the County. When the defects in services cannot be
corrected by re-performance, County may:
9.14.3.1
require the Contractor to take necessary action to ensure that
future performance conforms to contract requirements; and
9.14.3.2
reduce the contract price to reflect the reduced value of the
services performed.
9.14.4 If the Contractor fails to promptly perform the services again or to take the
necessary action to ensure future performance in conformity with contract
requirements, County may:
9.14.4.1
by contract or otherwise, perform the services and charge to
the Contractor, through direct billing or through payment reduction, any
cost incurred by County that is directly related to the performance
of such service; or
9.14.4.2
terminate the contract for default.
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9.15
STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST
Notice is given that, pursuant to A.R.S. § 38-511, the County may cancel any contract
without penalty or further obligation within three years after execution of the contract, if any
person significantly involved in initiating, negotiating, securing, drafting, or creating the
contract on behalf of the County is at any time, while the 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 consultant to any other party of the contract with respect to the subject matter of the
contract. Additionally, pursuant to A.R.S. § 38-511, the County may recoup any fee or
commission paid or due to any person significantly involved in initiating, negotiating,
securing, drafting, or creating the contract on behalf of the County from any other party to
the contract arising as the result of the contract.
9.16
OFFSET FOR DAMAGES
In addition to all other remedies at Law or Equity, the County may offset from any money
due to the Contractor any amounts Contractor owes to the County for damages resulting
from breach or deficiencies in performance of the contract.
9.17
SUBCONTRACTING
9.17.1 The Contractor may not assign to another Contractor or subcontract to another
party for performance of the terms and conditions hereof without the written
consent of the County. All correspondence authorizing subcontracting must
reference the bid serial number and identify the job or project.
9.17.2 The subcontractor’s rate for the job shall not exceed that of the prime Contractor’s
rate, as bid in the pricing section, unless the prime Contractor is willing to absorb
any higher rates. The subcontractor’s invoice shall be invoiced directly to the prime
Contractor, who in turn shall pass-through the costs to the County, without mark-
up. A copy of the subcontractor’s invoice must accompany the prime Contractor’s
invoice.
9.18
AMENDMENTS
All amendments to this contract shall be in writing and approved/signed by both parties.
The MCDPH Procurement Officer shall be responsible for approving all
amendments for Maricopa County.
9.19
ADDITIONS/DELETIONS OF REQUIREMENTS
The County reserves the right to add and/or delete materials and services to a contract
effective no less than 30 business days from receipt of written notice. If a service
requirement is deleted, payment to the Contractor will be reduced proportionately, to the
amount of service reduced in accordance with the bid price. If additional materials or
services are required from a contract, prices for such additions will be negotiated between
the Contractor and the County.
9.20
RIGHTS IN DATA
9.20.1 The County shall have the use of data and reports resulting from a contract without
additional cost or other restriction except as may be established by law or
applicable regulation. Each party shall supply to the other party, upon request, any
available information that is relevant to a contract and to the performance
thereunder.
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9.20.2 Data, records, reports, and all other information generated for the County by a third
party as the result of a contract are the property of the County and shall be provided
in a format designated by the County or shall be and remain accessible to the
County into perpetuity.
9.21
ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT
AND/OR OTHER REVIEW
9.21.1
In accordance with Section MC1-374 of the Maricopa County Procurement Code,
the Contractor agrees to retain (physical or digital copies of) all books, records,
accounts, statements, reports, files, and other records and back-up documentation
relevant to this contract for six years after final payment or until after the resolution
of any audit questions, which could be more than six years, whichever is longest.
The County, Federal or 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 said materials.
9.21.2 If the Contractor’s books, records, accounts, statements, reports, files, and other
records and back-up documentation relevant to this contract are not sufficient to
support and document that requested services were provided, the Contractor shall
reimburse Maricopa County for the services not so adequately supported and
documented.
9.22
AUDIT DISALLOWANCES
If at any time it is determined by the County that a cost for which payment has been made
is a disallowed cost, the County shall notify the Contractor in writing of the disallowance.
The course of action to address the disallowance shall be at sole discretion of the County,
and may include either an adjustment to future invoices, request for credit, request for a
check, or a deduction from current invoices submitted by the Contractor equal to the
amount of the disallowance, or to require reimbursement forthwith of the disallowed amount
by the Contractor by issuing a check payable to Maricopa County.
9.23
STRICT COMPLIANCE
Acceptance by County of a performance that is not in strict compliance with the terms of
the contract shall not be deemed to be a waiver of strict compliance with respect to all other
terms of the contract.
9.24
VALIDITY
The invalidity, in whole or in part, of any provision of this contract shall not void or affect
the validity of any other provision of the contract.
9.25
SEVERABILITY
The removal, in whole or in part, of any provision of this contract shall not void or affect the
validity of any other provision of this contract.
9.26
RELATIONSHIPS
9.26.1 In the performance of the services described herein, the Contractor shall act solely
as an independent Contractor, and nothing herein or implied herein shall at any
time be construed as to create the relationship of employer and employee, co-
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employee, partnership, principal and agent, or joint venture between the County
and the Contractor.
9.26.2
The County reserves the right of final approval on proposed staff. Also, upon
request by the County, the Contractor will be required to remove any employees
working on County projects and substitute personnel based on the discretion of
the County within two business days, unless previously approved by the County.
9.27
NON-DISCRIMINATION
Contractor 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 and is hereby incorporated into this contract as if set forth in full
herein. During the performance of this contract, Contractor 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. (Arizona Executive Order 2009-09
can be downloaded from the Arizona Memory Project at
http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1.)
9.28
WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01
If vendor engages in for-profit activity and has 10 or more employees, and if this agreement
has a value of $100,000 or more, vendor certifies it is not currently engaged in, and agrees
for the duration of this agreement to not engage in, a boycott of goods or services from
Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a
regulation issued pursuant to 50 U.S.C. § 4842.
9.29
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
9.29.1 The undersigned (authorized official signing on behalf of the Contractor)
certifies to the best of his or her knowledge and belief that the Contractor,
its current officers, and directors:
9.29.1.1 are not presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from being awarded any
contract or grant by any United States department or agency or any
state, or local jurisdiction;
9.29.1.2
have not within a three-year period preceding this contract:
9.29.1.2.1 been
convicted of
fraud or any criminal
offense
in connection with obtaining, attempting to obtain, or as
the result of performing a government entity (Federal,
State or local) transaction or contract; or
9.29.1.2.2 been convicted of violation of any Federal or State
antitrust statutes or conviction for embezzlement, theft,
forgery, bribery, falsification or destruction of records,
making false statements, or receiving stolen property
regarding a government entity transaction or contract;
9.29.1.3 are not presently indicted or criminally charged by a government entity
(Federal, State or local) with commission of any criminal offenses in
connection with obtaining, attempting to obtain, or as the result of
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performing a government entity public (Federal, State or local)
transaction or contract;
9.29.1.4
are not presently facing any civil charges from any governmental entity
regarding obtaining, attempting to obtain, or from performing any
governmental entity contract or other transaction; and
9.29.1.5 have not within a three-year period preceding this contract had any
public transaction (Federal, State or local) terminated for cause or
default.
9.29.2 If any of the above circumstances described in the paragraph are applicable to the
entity submitting a bid for this requirement, include with your bid an explanation of
the matter including any final resolution.
9.29.3
The Contractor shall include, without modification, this clause in all lower tier
covered transactions (i.e. transactions with subcontractors or sub-subcontractors)
and in all solicitations for lower tier covered transactions related to this contract. If
this clause is applicable to a subcontractor or sub-subcontractor, the Contractor
shall include the information required by this clause with their bid.
9.30
VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND
FEDERAL IMMIGRATION LAWS AND REGULATIONS
9.30.1 By entering into the contract, the Contractor warrants compliance with the
Immigration and Nationality Act (INA using E-Verify) and all other Federal
immigration laws and regulations related to the immigration status of its employees
and A.R.S. § 23-214(A). The Contractor shall obtain statements from its
subcontractors certifying compliance and shall furnish the statements to the
procurement officer upon request. These warranties shall remain in effect through
the term of the contract. The Contractor and its subcontractors shall also maintain
Employment Eligibility Verification forms (I-9) as required by the Immigration Reform
and Control Act of 1986, as amended from time to time, for all employees performing
work under the contract and 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. I-9 forms are available for
download at www.uscis.gov.
9.30.2 The County retains the legal right to inspect documents of Contractor and
subcontractor employees performing work under this contract to verify compliance
with paragraph 9.30.1 of this section. Contractor and subcontractor shall be given
reasonable notice of the County’s intent to inspect and shall make the documents
available at the time and date specified. Should the County suspect or find that the
Contractor or any of its subcontractors are not in compliance, the County will
consider this a material breach of the contract and may pursue any and all remedies
allowed by law, including, but not limited to: suspension of work, termination of the
contract for default, and suspension and/or debarment of the Contractor. All costs
necessary to verify compliance are the responsibility of the Contractor.
9.31
CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO
INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS
9.31.1 The parties agree that this contract and employees working on this contract will be
subject to the Contractor employee whistleblower protections established by Title
41 U.S.C. § 4712 and Section 3.908 of the Federal Acquisition Regulation.
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9.31.2
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.
9.31.3
Contractor shall insert the substance of this clause, including this paragraph, in all
subcontracts over the simplified acquisition threshold ($250,000 as of fiscal year
2018).
9.32
CONTRACTOR LICENSE REQUIREMENT
9.32.1
The Contractor shall procure all permits, insurance, and licenses, and pay the
charges and fees necessary and incidental to the lawful conduct of his/her
business, and as necessary complete any requirements, by any and all
governmental or non-governmental entities as mandated to maintain compliance
with and remain in good standing. The Contractor shall keep fully informed of
existing and future trade or industry requirements, and Federal, State, and local
laws, ordinances, and regulations which in any manner affect the fulfillment of a
contract and shall comply with the same. Contractor shall immediately notify both
Office of Procurement Services and the department of any and all changes
concerning permits, insurance, or licenses.
9.33
FEDERAL CLAUSES
UNIFORM ADMINISTRATIVE REQUIREMENTS
By entering into this Contract, the Contractor agrees to comply with all applicable
provisions of Title 2, Subtitle II, Part 200 – UNIFORM ADMINISTRATIVE
REQUIREMENTS, COST, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS
contained in Title 2 C.F.R. & 200 et seq. This includes, but Is not limited to:
9.34
DEBARMENT AND SUSPENSION
(1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R.
pt. 3000. As such, the contractor is required to verify that none of the contractor’s
principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. §
180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2
C.F.R. § 180.935).
(2) The contractor must comply with 2 C.F.R. pt. 180, subpart C and2 C.F.R. pt.
3000, subpart C, and must include a requirement to comply with these regulations in
any lower tier covered transaction it enters into.
(3) This certification is a material representation of fact relied upon by Maricopa County.
If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180,
subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to
the County, the Federal Government may pursue available remedies, including
but not limited to suspension and/or debarment.
(4) The bidder or proposer agrees to comply with the requirements of2 C.F.R. pt.
180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and
throughout the period of any contract that may arise from this offer. The bidder or
CONTRACT #: 220256-CI
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proposer further agrees to include a provision requiring such compliance in its lower
tier covered transactions.
9.35
ACCESS TO RECORDS
The following access to records requirements apply to this contract:
(1) The Contractor agrees to provide Maricopa County (County), the FEMA Administrator,
the Comptroller General of the United States, or any of their authorized
representatives’ access to any books, documents, papers, and records of the
Contractor which are directly pertinent to this contract for the purposes of making
audits, examinations, excerpts, and transcriptions.
(2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means
whatsoever or to copy excerpts and transcriptions as reasonably needed.
(3) The Contractor agrees to provide the FEMA Administrator or his authorized
representatives access to construction or other work sites pertaining to the work
being completed under the contract.
(4) In compliance with the Disaster Recovery Act of 2018, the County and the Contractor
acknowledge and agree that no language in this contract is intended to prohibit audits
or internal reviews by the FEMA Administrator or the Comptroller General of the
United States.
9.36
DHS SEAL, LOGO, AND FLAGS
The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or
likenesses of DHS agency officials without specific FEMA pre-approval.
9.37
COMPLIANCE WITH FEDERAL LAW, REGULATIONS, AND EXECUTIVE ORDERS
This is an acknowledgement that FEMA financial assistance will be used to fund all or a
portion of the contract. The contractor will comply with all applicable Federal law,
regulations, executive orders, FEMA policies, procedures, and directives.
9.38
NO OBLIGATION BY FEDERAL GOVERNMENT
The Federal Government is not a party to this contract and is not subject to any obligations
or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter
resulting from the contract.
9.39
PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS
The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False
Claims and Statements) applies to the Contractor’s actions pertaining to this contract.
9.40
PROCUREMENT OF RECOVERED MATERIALS
(1) In the performance of this contract, the Contractor shall make maximum use of products
containing recovered materials that are EPA-designated items unless the product
cannot be acquired
A. Competitively within a timeframe providing for compliance with the contract
performance schedule;
B. Meeting contract performance requirements; or
CONTRACT #: 220256-CI
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C.
At a reasonable price.
(2) Information about this requirement, along with the list of EPA- designated items, is
available
at
EPA’s
Comprehensive
Procurement
Guidelines
website,
https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program.
(3) The Contractor also agrees to comply with all other applicable requirements of Section
6002 of the Solid Waste Disposal Act.”
9.41
BYRD ANTI-LOBBYING AMENDMENT, 31 U.S.C. § 1352 (as amended)
Contractors who apply or bid for an award of $100,000 or more shall file the required
certification. Each tier certifies to the tier above that it will not and has not used Federal
appropriated funds to pay any person or organization for influencing or attempting to
influence an officer or employee of any agency, a Member of Congress, officer or employee
of Congress, or an employee of a Member of Congress in connection with obtaining any
Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall
also disclose any lobbying with non-Federal funds that takes place in connection with
obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the
recipient who in turn will forward the certification(s) to the awarding agency.
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MARICOPA COUNTY
CERTIFICATION REGARDING LOBBYING 44 C.F.R. PART 18
Certification for Contracts, Grants, Loans, and Cooperative Agreements
The Contractor certifies, to the best of his or her knowledge and belief, that:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or employee of an
agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member
of Congress in connection with the awarding of any Federal contract, the making of any Federal
grant, the making of any Federal loan, the entering into of any cooperative agreement, and the
extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan,
or cooperative agreement.
2.
If any funds other than Federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall
complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance
with its instructions.
3. The undersigned shall require that the language of this certification be included in the award
documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under
grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose
accordingly.
This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making or entering
into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each
such failure.
10
The Contractor certifies or affirms the truthfulness and accuracy of each statement of its
certification and disclosure, if any. In addition, the Contractor understands and agrees that the
provisions of 31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, apply
to this certification and disclosure, if any.
10.1
INFLUENCE
10.1.1 As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort
to influence an employee or agent to breach the Maricopa County Ethical Code of
Conduct or any ethical conduct, may be grounds for disbarment or suspension
under MC1-902.
10.1.2 An attempt to influence includes, but is not limited to:
10.1.2.1
A person offering or providing a gratuity, gift, tip, present,
donation, money, entertainment or educational passes or tickets, or
any type of valuable contribution or subsidy that is offered or given
with the intent to influence a decision, obtain a contract, garner
favorable treatment, or gain favorable consideration of any kind.
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10.1.3
If a person attempts to influence any employee or agent of Maricopa County,
the chief procurement officer, or his designee, reserves the right to seek any
remedy provided by the Maricopa County Procurement Code, any remedy in
equity or in the law, or any remedy provided by this contract.
10.1.4 ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY
COUNTY PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT
SERVICES, IS ALLOWED DURING THE SOLICITATION PROCESS UNLESS
THE COMMUNICATION IS IN REGARD TO PRE-EXISTING BUSINESS WITH
THE COUNTY. ANY COMMUNICATIONS REGARDING THE SOLICITATION,
ITS PARTICIPANTS, OR ANY DOCUMENTATION PRIOR TO THE CONTRACT
AWARD MAY BE GROUNDS FOR DISMISSAL OF THE RESPONDENT FROM
THE EVALUATION PROCESS.
10.2
CONFIDENTIAL INFORMATION
10.2.1 Any information obtained in the course of performing this contract may include
information that is proprietary or confidential to the County or to any person
impacted by the Contract. This provision establishes the Contractor’s obligation
regarding such information.
10.2.2 The Contractor 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
contract shall be used by or disclosed by it, its agents, officers, or employees,
except as required to efficiently perform duties under the contract. The Contractor’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 contract, the County determines that the procedures and
controls in place are not adequate, the Contractor shall institute any new and/or
additional measures requested by the County within 15 business days of the
written request to do so.
10.2.3 Any requests to the Contractor for County proprietary or confidential information
shall be referred to the County for review and approval, prior to any dissemination.
10.3
PUBLIC RECORDS
Under Arizona law, all offers submitted and opened are public records and must be
retained by the County at the Maricopa County Office of Procurement Services. Offers shall
be open to public inspection and copying after contract award and execution, except for
such offers or sections thereof determined to contain proprietary or confidential information
by the Office of Procurement Services. If an offeror believes that information in its offer or
any resulting contract should not be released in response to a public record request, under
Arizona law, the offeror shall indicate the specific information deemed confidential or
proprietary and submit a statement with its offer detailing the reasons that the information
should not be disclosed. Such reasons shall include the specific harm or prejudice which
may arise from disclosure. The records manager of the Office of Procurement Services
shall determine whether the identified information is confidential pursuant to the Maricopa
County Procurement Code.
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10.4
INTEGRATION
This contract represents the entire and integrated agreement between the parties and
supersedes
all
prior
negotiations,
proposals,
communications,
understandings,
representations, or agreements, whether oral or written, expressed, or implied.
10.5
GOVERNING LAW
This contract shall be governed by the laws of the State of Arizona. Venue for any actions
or lawsuits involving this contract will be in Maricopa County Superior Court, Phoenix,
Arizona.
10.6
PRICES
Contractor warrants that prices extended to County under this contract are no higher than
those paid by any other customer for these or similar services.
10.7
ORDER OF PRECEDENCE
In the event of a conflict in the provisions of this contract and Contractor’s license
agreement, if applicable, the terms of this contract shall prevail.
10.8
INCORPORATION OF DOCUMENTS
The following are to be attached to and made part of this Contract:
10.8.1 Exhibit A – Vendor Information
10.8.2 Exhibit B – Pricing
10.8.3 Exhibit C – Scope of Work
10.9
NOTICES
All notices given pursuant to the terms of this contract shall be addressed to: For County:
Cheryl Bucalo
Maricopa County Public Health
4041 N. Central Avenue, #1400
Phoenix, Arizona 85012
Phone: (602)-506-6886, Email: Cheryl.Bucalo@Maricopa.gov
For Contractor:
Justin Chase, President/CEO Crisis Response Network
1275 W. Washington Street, Suite 108
Tempe, Arizona 85281
Phone: (602) 427-4600, Email: Justin.Chase@CrisisNetwork.org
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EXHIBIT A-
VENDOR INFORMATION & PRICING SHEET
CONTRACTOR’S NAME:
Crisis Response Network
COUNTY VENDOR NUMBER:
ADDRESS:
1275 W. Washington Street, Ste 108
Tempe, AZX 85281
P.O. ADDRESS:
TELEPHONE NUMBER:
602 427-4600
FACSIMILE NUMBER:
WEB SITE:
CONTACT (REPRESENTATIVE):
Justin N. Chase
REPRESENTATIVE'S E-MAIL ADDRESS:
Omayra.torres@crisisnetwork.org
Payment Terms:
NET 30
COMPENSATION/FEES:
TOTAL AMOUNT
COVID-19 Case Contact and Related Services
$2,468,692.33
(As defined herein)
Payment Schedule:
$176,335.16 per month for 14 months
Respondent's signature below indicates understanding and agreement to perform the services outlined in
this contract for the total amount listed above.
Signature (REQUIRED)
Date
CONTRACT #: 220256-CI
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EXHIBIT B PRICING SHEET
1. Estimated Budget
Positive Case Autodialer Project
Salaries and Wages (2 FTEs)
$ 137,357.50
Direct Expenses and Administration
$ 45,217.67
Technology and Equipment
$ 113,851.50
Subtotal
$ 296,426.67
Promotores Project
Salaries and Wages (30 FTEs)
$ 1,780,489.67
Program Expenses
$ 108,437.00
Administration
$ 283,339.00
Subtotal
$ 2,172,265.67
Total
$ 2,468,692.33
2. Compensation
Item
Contract Term
Grand Total
(NTE)
Monthly
Compensation
Fixed Rate
Initial Contract
5/1/2022 – 6/30/2023
$2,468,692.33
$176,335.16
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EXHIBIT C – SCOPE OF WORK
Intent:
This Contract is to provide automated case contact and community outreach services for COVID-19 related
activities. The Contractor shall provide all equipment, infrastructure, and staff to successfully deliver the
contract requirements for the Maricopa County Department of Public Health (MCDPH).
The Contractor shall deliver the following services:
1. Positive Case Automated Call Implementation
Implement, oversee, and maintain a system on the interactive intelligence telephony platform for
making outbound, automated calls to individuals identified by MCDPH as having tested positive.
1.1 Establish and maintain an automated call system capable of supporting a call volume of
12,000-15,000 calls.
1.2 Receive encrypted email daily (M-F) from MCDPH with newly reported cases.
1.3 Contact newly reported cases within 24 hours.
1.4 Work collaboratively with MCDPH to update and modify automated campaign messaging to
meet operational needs.
1.5 Record approved messaging in English and Spanish.
1.6 Track and report on call volume, successful and unsuccessful calls, and other agreed upon
criteria.
1.7 Provide monthly reports.
2. Promotores Bilingual Helpline
Establish and staff a hotline to serve Spanish speaking individuals residing in Maricopa County.
Triage calls, answer questions, and provide assistance related to COVID-19 as well as
community needs that have been exacerbated due to the pandemic.
2.1 Provide COVID 19 information and schedule vaccine appointments for Spanish-speaking
individuals.
2.2 Provide bilingual staff to answer calls from 8 a.m. to 5 p.m., Monday through Friday for the
term of this agreement. However, should circumstances create a large volume of calls,
MCDPH and Solari will revisit the hours and duration of this Agreement.
2.3 Anticipated staffing model: Approximately 30 staff total to provide coverage for the hours of
operation above.
2.4 Train Promotores with how to answer questions related to community needs.
2.5 Provide a plan for how to triage calls if all operators are on other calls.
2.6 Schedule Promotores to operate the helpline and ensure staff document calls. Provide data
related to call volume, average speed of answer, and abandonment rate.
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2.7 Develop and implement a survey for call takers to capture caller information including age
categories, zipcode, and disposition (scheduled appointment, info only, etc). Provide monthly
updates to MCDPH from caller survey results.
2.8 Solari will meet with MCDPH on a periodic basis to discuss issues related to call volume,
social media, website issues and staffing. Urgent matters will be brought to MCDPH within 1
business day.
2.9 Provide monthly reports.
Payments shall be made to the Contractor upon:
MCDPH’s receipt and acceptance of a monthly activity report including number of calls
attempted, completed, received (promotores), and social services requested and referred
(promotores)
Completed Invoice containing the items outlined in item 6.3 INVOICES and in accordance with the
Fee Schedule attached as Exhibit B.