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CONTRACT 220250-CI C-22-22-092-X-00 Page 1 of 21 CONTRACT 220250-CI FOR TEMPORARY HOTEL HOUSING ASSISTANCE This Contract is entered into by and between Sikotar, LLC DBA: Valley Inn. referred to hereinafter as the “Contractor,” and Maricopa County, by and through the Human Services Department, referred to hereinafter as the “County.” The Contractor and the County are collectively referred to as the “Parties” and individually as a “Party.” The Parties, for and in consideration of the covenants and conditions set forth herein, shall provide and perform the services as set forth below. All rights and obligations of the Parties shall be governed by the terms of this Contract, including its Exhibits, Attachments, Appendices, and any Subcontracts or Amendments as set forth herein. This Contract was procured in accordance with the Maricopa County Procurement Code and contains all the terms and conditions agreed to by both Parties. No other understanding, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind the Parties. Nothing in this Contract 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 nor shall the services being provided extend beyond the time required to satisfy the immediate needs of the County due to the current state of emergency. Legal notice under this Contract shall be given by personal delivery or by registered or certified mail, postage prepaid and return receipt requested, to the addresses set forth below. If the legal notice is personally delivered, it is deemed given and effective upon receipt by the Party to whom it is addressed. If the legal notice is mailed, it is deemed given and effective three days after it is mailed by registered or certified mail. Notice to Contractor: Sikotar, LLC DBA: Valley Inn Phone: 602-989-8007 Address: Valley Inn located at 965 East Van Buren Street, Phoenix, AZ 85006 Notice to Department: Elizabeth Kuttner, Procurement Officer Phone: 602-506-0099 Address: 160 South 4th Ave, Phoenix, AZ 85003 CONTRACT 220250-CI C-22-22-092-X-00 Page 2 of 21 TABLE OF CONTENTS SECTIONS: 1.0 INTENT 2.0 SPECIFICATIONS 3.0 PURCHASING REQUIREMENTS 4.0 CONTRACTUAL TERMS & CONDITIONS ATTACHMENTS ATTACHMENT A AGREEMENT PAGE ATTACHMENT B PRICING SHEET EXHIBITS EXHIBIT 1 SAMPLE INSURANCE CERTIFICATE CONTRACT 220250-CI C-22-22-092-X-00 Page 3 of 21 TEMPORARY HOTEL HOUSING ASSISTANCE 1.0 INTENT 1.1 Maricopa County intends to enter in to this contract with Sikotar, LLC DBA: Valley Inn for the purpose of providing up to 59 rooms for temporary housing and basic services to persons identified by the County. In order to protect individual identities, County shall act as the registrant for any housing provided under this agreement. Requested services shall remain within the normal and customary capabilities of standard services usually provided by the Contractor with defined expectations included below. 1.2 This Contract is intended for the Contractor to operate in Contractor’s usual and customary manner alongside other individuals that may be staying as guests at the Contractor’s location. Any resulting changes to this Contract shall be documented by a formal contract amendment created by the procurement officer and signed by both entities. 2.0 SPECIFICATIONS 2.1 Contractor shall: 2.1.1 Provide temporary shelter for individuals as identified by the County at the rate of $70 per room plus tax from May 2, 2022 through December 31, 2022. 2.1.2 Ensure rooms are available and ready as of the date indicated in 2.1 of this contract. 2.1.3 Provide a master key to the County and the County-designated representative, for access to the rooms. 2.1.4 Empty two (2) rooms to the fullest extent possible and provide three desks, three chairs a full-size refrigerator in each room. 2.1.5 The Contractor shall coordinate with the County, all hotel operations to be conducted by the Contractor in the rooms occupied by County identified individuals. The Contractor shall designate a point of contact available 24 hours daily. The County shall handle all interactions between room occupants and the hotel staff. 2.1.6 Provide pest control to the outside of the rooms and around the circumference of the building once per month. The Contractor shall notify the County designated contact (3) three business days prior to the scheduled pest control service. 2.1.7 Maintain a clean, safe, and fully functioning (air-conditioning, electrical, etc.) comfortable hotel room) in which each room or living space contains the following amenities: 2.1.7.1 Hygiene products and linens, including but not limited to soap, shampoo, toilet paper, tissues, linens, and towels as identified by the County. 2.1.7.2 Provide clean linens (which includes sheets, towels, blankets, and pillows) at least weekly and more frequently if soiled or requested by occupant. 2.1.7.3 In-room bathroom including a working toilet, bath and/or shower, and sink. CONTRACT 220250-CI C-22-22-092-X-00 Page 4 of 21 2.1.7.4 In-room amenities include a working coffee maker with coffee to be provided. 2.1.7.5 Provide basic in-room television with basic cable service, telephone for local service calls, and internet access (Ethernet or wireless). No long- distance calls or premium or pay per view services are allowable. 2.1.8 Housekeeping services for each room shall be completed twice per week. The following outlines the cleaning measures to be completed in each room: 2.1.8.1 Rubbish and loose articles picked up and disposed of. 2.1.8.2 Carpets/flooring vacuumed. Desks, chairs, and nightstands will be moved to vacuum the area they typically cover. Beds, dressers, cabinets and large appliances do not need to be moved. 2.1.8.3 All other horizontal surfaces shall be wiped clean of debris, dust and other filth before being disinfected. 2.1.8.4 Walls shall be wiped down in places where there is visible dirt or filth. 2.1.8.5 Mirrors, windows, and appliances shall be wiped clean of debris and finished with an ammonia-based cleaner to remove streaks. 2.1.8.6 Sinks, toilets, and bathtubs shall be wiped and scrubbed clean of dirt and debris before being disinfected. Stain remover or bleach shall be used to remove staining/rings. 2.1.8.7 Air conditioning units shall be cleaned so they are free of dust and debris. 2.1.8.8 Door handles and light switches shall be cleaned and disinfected. 2.1.8.9 Remote controls and phones shall be wiped clean and disinfected. 2.1.8.10 Refrigerator shall be cleared of any leftover food and wiped clear of any debris before being disinfected. 2.1.8.11 Microwave shall be cleared of any leftover food and wiped clear of any debris before being disinfected. 2.1.8.12 Lamps and light fixtures shall be wiped clean of any dirt and debris. 2.1.8.13 Headboards shall be wiped clear of any dirt and debris prior to disinfection. 2.1.9 Maintain Proper Trash Disposal Procedures: 2.1.9.1 Trash shall be bagged by the occupant, tied shut, and set outside of the door for pick up. Contractor shall perform daily pickup time and shall supply new bags outside of door for use by occupant. 2.1.9.2 Ensure on-going trash disposal from the property. 2.1.10 Provide Access to Commercial Laundry Machines: CONTRACT 220250-CI C-22-22-092-X-00 Page 5 of 21 2.1.10.1 Contractor shall provide access to the County of their working on-site commercial laundry washer and drying machines 6pm to 6am daily. 2.1.10.2 In the event that the machine(s) are not useable, the Contractor shall contact the County and/or its designated representative. 2.1.10.3 Contractor shall provide laundry detergent for use. 2.1.10.4 The Contractor shall invoice the County for the laundry detergent use as a separate line item on the invoice. 2.1.10.5 In the event that any of the commercial laundry machines require repair, the Contractor is responsible for contacting and making the first available appointment to an applicable company to repair the machine(s). 2.1.10.6 The Contractor shall provide proof of payment and receipt to the County for minor repairs and list it as a separate line item on the regular County invoice for reimbursement. 2.1.10.7 In the event that any of the commercial laundry machines are no longer useable and must be replaced, the Contractor shall replace them within 14 days at their own cost. 2.2 County shall: 2.2.1 Maintain a County designated representative that may be on-site and/or available for contact 24/7 when there are occupants in the rooms for the duration of this Contract. The County designated representative will serve as the point of contact for hotel staff. This representative shall manage the occupants check in and check out process. 2.2.2 Maintain County staff or contractors on site, based on the County’s determination, to support the needs of the occupants. 2.2.3 Provide Security on site for 24/7 when there are occupants in the rooms for the duration of this contract. 2.2.4 Maintain the keys for all rooms included in this Contract. 2.2.5 Notify the Contractor of rooms that require internal cleaning, housekeeping, and new occupant readiness preparation. 2.2.6 Be responsible for the cost associated with extensively soiled linens and/or additional mattress cleanings due to blood, urine, and/or fecal matter. 2.2.7 Use of Commercial Laundry Machines: 2.2.7.1 County designated representatives shall use the commercial laundry machines between the hours of 6pm and 6am. 2.2.7.2 The County shall use only the Contractor provided detergent. 2.2.7.3 The County shall be responsible to reimburse the Contractor for any minor repairs of the commercial laundry machines in accordance with 2.1.16.5 and 2.1.16.6. CONTRACT 220250-CI C-22-22-092-X-00 Page 6 of 21 3.0 PURCHASING REQUIREMENTS 3.1 INVOICES AND PAYMENTS 3.1.1 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 • Invoice number and date • Payment terms • Date of service or delivery • Quantity (e.g., number of days or weeks) • Contract item number(s) • Arrival time and completion time (if applicable) • Description of purchase (product or services) • Pricing per unit of purchase • Extended price (by line item) • Total amount due 3.1.2 Commodities must be billed as a separate line item. 3.1.3 Problems regarding billing or invoicing shall be directed to the department as listed on the purchase order. 3.1.4 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 through the County Department of Finance Vendor Registration website at https://www.maricopa.gov/5169/Vendor- Information. 3.1.5 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County. 3.1.6 EFT payments to the routing and account numbers designated by the contractor shall include the details on the specific invoices that the payment covers. Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 3.1.7 Contractor shall submit the invoice for reimbursement on a biweekly basis for the prior 14 day period. Request for reimbursement shall be emailed to: Maricopa County Human Services Department 234 N. Central Ave., Suite 3000 Phoenix, AZ 85004 hsdfinance@maricopa.gov 3.2 APPLICABLE TAXES 3.2.1 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. CONTRACT 220250-CI C-22-22-092-X-00 Page 7 of 21 3.2.2 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 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 over payment 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. 3.2.3 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 the 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). 4.0 CONTRACTUAL TERMS AND CONDITIONS 4.1 CONTRACT TERM This Contract term is from May 2, 2022 to December 31, 2022. 4.2 OPTION TO EXTEND The County may extend the performance period and number of rooms of this contract with a 14-day notice to the Contractor. 4.3 NOT AGENTS OF THE COUNTY 4.3.1 Contractor expressly agrees that all Contractor staff remain employees of the Contractor and are not employees of Maricopa County, or its departments, and shall not be provided benefits bestowed on employees of Maricopa County; including but not limited to, health insurance, life insurance, unemployment, Trust coverage, retirement, deferred compensation, and/or workers compensation. 4.3.2 Funding (in full or partially) for this Contract is through American Rescue Plan Act (ARPA) funds, CFDA No. 21.027 4.4 INDEMNIFICATION 4.4.1 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 CONTRACT 220250-CI C-22-22-092-X-00 Page 8 of 21 from, the negligent acts, errors, omissions, or mistakes relating to the performance of this contract. 4.4.2 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. 4.4.3 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. 4.4.4 The scope of this indemnification does not extend to the sole negligence of County. 4.5 INSURANCE 4.5.1 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. 4.5.2 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. 4.5.3 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. 4.5.4 Contractor’s insurance will be primary insurance as respects County, and any insurance or self-insurance maintained by County will not contribute to it. 4.5.5 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. 4.5.6 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 220250-CI C-22-22-092-X-00 Page 9 of 21 4.5.7 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. 4.5.8 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. 4.5.9 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. 4.5.9.1 Commercial General Liability Commercial General Liability (CGL) 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. 4.5.9.2 Workers’ Compensation 4.5.9.2.1 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. 4.5.9.2.2 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. 4.5.9.3 Certificates of Insurance 4.5.9.3.1 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. CONTRACT 220250-CI C-22-22-092-X-00 Page 10 of 21 4.5.9.3.2 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. 4.5.9.3.3 If a policy does expire during the life of the contract, a renewal certificate must be sent to County 15 calendar days prior to the expiration date. 4.5.9.4 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 calendar days prior written notice to Maricopa County. Contractor must provide notice 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 South 4th Avenue, Phoenix, AZ 85003, or emailed to the procurement officer noted in the solicitation. 4.6 FORCE MAJEURE 4.6.1 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. 4.6.2 Each 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. 4.6.3 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. 4.7 AVAILABILITY OF FUNDS 4.7.1 The provisions of this contract relating to payment 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 will be the sole CONTRACT 220250-CI C-22-22-092-X-00 Page 11 of 21 judge and authority in determining the availability of funds under this contract. County will keep the contractor fully informed as to the availability of funds. 4.7.2 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 will 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 will give written notice of the effective date of any suspension, amendment, or termination under this section, at least 10 days in advance. 4.8 PROCUREMENT CARD ORDERING CAPABILITY County may opt to use a procurement card (VISA or Mastercard) to make payment for orders under this contract. 4.9 UNIFORM ADMINISTRATIVE REQUIREMENTS By entering into this contract, the contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, Part 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. 4.10 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. 4.11 PURCHASE ORDERS 4.11.1 County reserves the right to cancel purchase orders within a reasonable period 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. 4.11.2 Contractor agrees to accept verbal notification of cancellation of purchase orders from the County with written notification to follow. Contractor specifically acknowledges to be bound by this cancellation policy. 4.12 TERMINATION FOR DEFAULT 4.12.1 The County may, by written Notice of Default to the contractor, terminate this contract in whole or in part if the contractor fails to: 4.12.1.1 deliver the supplies or to perform the services within the time specified in this contract or any extension; 4.12.1.2 make progress, so as to endanger performance of this contract; or 4.12.1.3 perform any of the other provisions of this contract. CONTRACT 220250-CI C-22-22-092-X-00 Page 12 of 21 4.12.2 The County’s right to terminate this contract under these subparagraphs may be exercised if the contractor does not cure such failure within the time period specified in a Notice to Cure from the procurement officer specifying the failure and the necessary corrective action. 4.13 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST Notice is given that, pursuant to Arizona Revised Statute (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. 4.14 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. 4.15 AMENDMENTS All amendments to this contract shall be in writing and approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County. 4.16 ADDITIONS/DELETIONS OF SERVICES The County reserves the right to add and/or delete services to a contract. If additional services are required from a contract, prices for such additions will be negotiated between the contractor and the County. 4.17 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW 4.17.1 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 latest. 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. 4.17.2 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. 4.18 AUDIT DISALLOWANCES CONTRACT 220250-CI C-22-22-092-X-00 Page 13 of 21 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. 4.19 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. 4.20 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. 4.21 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. 4.22 RELATIONSHIPS 4.22.1 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- employee, partnership, principal and agent, or joint venture between the County and the contractor. 4.22.2 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. 4.23 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.) 4.24 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. 4.25 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION CONTRACT 220250-CI C-22-22-092-X-00 Page 14 of 21 4.25.1 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: 4.25.1.1 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; 4.25.1.2 have not within a three-year period preceding this contract: 4.25.1.2.1 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; 4.25.1.2.2 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; 4.25.1.3 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 performing a government entity public (Federal, State or local) transaction or contract; 4.25.1.4 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 4.25.1.5 have not within a three-year period preceding this contract had any public transaction (Federal, State or local) terminated for cause or default. 4.25.2 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. 4.25.3 Contractor shall include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this contract. If this clause is applicable to a subcontractor, the contractor shall include the information required by this clause with their bid. 4.26 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS 4.26.1 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). 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. Contractor and its subcontractors shall also maintain Employment Eligibility CONTRACT 220250-CI C-22-22-092-X-00 Page 15 of 21 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. 4.26.2 The County retains the legal right to inspect documents of contractor and subcontractor employees performing work under this contract to verify compliance with paragraph 4.28.1 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. 4.27 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS 4.27.1 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 by Section 828 of the National Defense Authorization Act and Section 3.908 of the Federal Acquisition Regulation. 4.27.2 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. 4.27.3 Contractor shall insert the substance of this clause, including this paragraph, in all subcontracts over the simplified acquisition threshold ($250,000 as of June 2021). 4.28 CONTRACTOR LICENSE REQUIREMENT 4.28.1 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. 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. 4.28.2 Contractor furnishing finished products, materials, or articles of merchandise that will require installation or attachment as part of the contract shall possess any licenses required. Contractor is not relieved of its obligation to obtain and possess the required licenses by subcontracting of the labor portion of the contract. Contractors are advised to contact the Arizona Registrar of Contractors, Chief of Licensing, to ascertain licensing requirements for a particular contract. Contractor shall identify which license(s), if any, the Registrar of Contractors requires for performance of the contract. CONTRACT 220250-CI C-22-22-092-X-00 Page 16 of 21 4.29 INFLUENCE 4.29.1 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. 4.29.2 An attempt to influence includes, but is not limited to: 4.29.2.1 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. 4.29.3 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. 4.30 CONFIDENTIALITY In the course of the solicitation process, the County may disclose information that may include personal information, proprietary County information or confidential County information. By submitting a bid to the solicitation, the offeror agrees that, except as necessary to prepare a response to this solicitation, neither it nor its agents or employees will communicate, divulge, or disseminate to any third-party persons or entities, any information that is disclosed to it by the County during the course of these discussions without the express written authorization of the County. 4.31 CONFIDENTIAL INFORMATION 4.31.1 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 placed at the hotel. This provision establishes the contractor’s obligation regarding such information. 4.31.2 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 anyone in carrying out its functions (services) under the contract shall not be used by or disclosed by it, its agents, officers, or employees, unless specifically authorized in advance by the County. Contractor’s procedures and controls, at a minimum, must be the same procedures and controls it uses to protect its own personal information and 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 5 business days of the written request to do so. 4.31.3 Any requests to the contractor for County or personal, proprietary, or confidential information shall be referred to the County for review and approval, prior to any dissemination. 4.32 INTEGRATION CONTRACT 220250-CI C-22-22-092-X-00 Page 17 of 21 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. 4.33 DRUG FREE WORKPLACE ACT The Contractor shall comply with the Drug-Free Workplace Act of 1988 (41 U.S.C. §§ 8102, 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. 4.34 UNIFORM ADMINISTRATIVE REQUIREMENTS By entering into this contract, the contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, Part 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. 4.35 GENERAL CONDITIONS 4.35.1 Administrative Change Orders– The Chairman of the Board of Supervisors is authorized upon the recommendation of the Human Services Department Director and Legal Counsel to make changes within the general scope of the Contract on behalf of the County through Administrative Change Orders. Administrative Change shall be approved and fully executed by the Chairman of the Board of Supervisors and the Contractor. Administrative Change Orders may address any of the following areas: 4.35.1.1 Modifications to the project timeline if the last day of the project timeline is within the Agreement term; 4.35.1.2 Modifications to Budget line items if the Agreement Amount remains unchanged; 4.35.1.3 Modifications required by federal, state, or County regulations, ordinances, or policies; and 4.35.1.4 Modifications to Administrative requirements such as changes in reporting periods, frequency of reports, or report formats required by HUD or local regulations, policies or requirements. 4.35.2 It is the responsibility of the Contractor to ensure the latest documents are consulted and followed. 4.36 LOBBYING 4.36.1 No federal appropriated funds have been paid or will be paid by or on behalf of the 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 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. 4.36.2 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 CONTRACT 220250-CI C-22-22-092-X-00 Page 18 of 21 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 Contractor shall complete and submit OMB Form- LLL, titled "Disclosure of Lobbying Activities," in accordance with its instructions and 31 U.S.C. § 1352. 4.37 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. 4.38 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. 4.39 STANDARD TERMS AND CONDITIONS In addition to the terms and conditions contained herein, this contract shall also be governed by Maricopa County’s standard terms and conditions located at https://www.maricopa.gov/DocumentCenter/View/6453. CONTRACT 220250-CI C-22-22-092-X-00 Page 19 of 21 ATTACHMENT A AGREEMENT PAGE Contractor hereby certifies that Contractor has read, understands, and agrees that acceptance by Maricopa County of the Contractor’s signature on this agreement page will create a binding contract. Contractor agrees to fully comply with all terms and conditions as set forth in the Maricopa County Procurement Code, and amendments thereto, together with the specifications and other documentary forms herewith made a part of this specific agreement. BY SIGNING THIS PAGE, THE SUBMITTING CONTRACTOR CERTIFIES THAT CONTRACTOR HAS REVIEWED MARICOPA COUNTY’S “STANDARD TERMS AND CONDITIONS,” A COPY OF WHICH CAN BE FOUND AT https://www.maricopa.gov/DocumentCenter/View/6453. Sikotar, LLC DBA: Valley Inn. 81-4502712 CONTRACTOR FEDERAL TAX ID # DUNS # Dharmesh Ahir - Owner PRINTED NAME AND TITLE AUTHORIZED SIGNATURE 965 E Van Buren St. 602-989-8007 888-362-5894 ADDRESS TELEPHONE # FAX # Phoenix AZ 85006 CITY STATE ZIP DATE WEB SITE: EMAIL Super8Phx@gmail.com MARICOPA COUNTY, ARIZONA BY: BILL GATES DATE CHAIRMAN, BOARD OF SUPERVISORS ATTESTED TO: BY; JUANITA GARZA CLERK OF THE BOARD APPROVED AS TO FORM: DEPUTY COUNTY ATTORNEY DATE CONTRACT 220250-CI C-22-22-092-X-00 Page 20 of 21 ATTACHMENT B PRICING CONTRACTOR NAME: Sikotar, LLC DBA: Valley Inn VENDOR #: CONTRACTOR ADDRESS: 965 E. Van Buren Street, Phoenix AZ 85006 P.O. ADDRESS: CONTRACTOR PHONE #: 602-989-8007 CONTRACTOR FAX #: 888-362-5894 COMPANY WEB SITE: COMPANY CONTACT (REP): Dharmesh Ahir E-MAIL ADDRESS (REP): super8phx@gmail.com PAYMENT TERMS: Net Zero COMPENSATION/FEES: RATES Temporary Hotel Housing Assistance $70.00 per room per night plus tax Respondent's signature below indicates understanding and agreement to perform the services outlined in the included scope of work for the total amounts listed above. Signature (REQUIRED) Date CONTRACT 220250-CI C-22-22-092-X-00 Page 21 of 21 EXHIBIT 1: SAMPLE INSURANCE CERTIFICATE