EMPACT_MCSO SUBGRANTEE AGREEMENT FULLY EXECUTED.PDF

Docusign Envelope ID: 3CC72632-1EE2-45FC-B660-C23CASSDBCE8

SUBGRANTEE AGREEMENT

Between
Maricopa County Sheriff's Office
And
EMPACT-Suicide Prevention Center

THIS SUBGRANTEE AGREEMENT (“Agreement”) is made and entered into by and
between:

Maricopa County, a political subdivision of the State of Arizona, on behalf of the Maricopa
County Sheriff's office ((MCSO”), and EMPACT-Suicide Prevention Center, an Arizona
nonprofit corporation (“Subgrantee”), having a place of business at 618 S, Madison Dr.,
Tempe, AZ 85281. MCSO and Subgrantee may be individually referred to in this
Agreement as “Party” or collectively as “Parties.”

WHEREAS, MCSO is the recipient of the referenced award from the Department of Justice
(DOJ), Office of Community Oriented Policing Services (COPS) (Prime Award reference
15JCOPS-23-GG-01717-PPSE) for support of a sponsored project entitled “Implementing
Crisis Intervention Teams”;

WHEREAS, MCSO desires to fund education to be performed by Subgrantee, as described in
the scope of work attached hereto and incorporated herein as Exhibit A (the “Project”),

and Subgrantee desires to conduct such work, the Project undertaken by this Agreement
is of mutual interest to MCSO and Subgrantee;

WHEREAS, the Parties are authorized to enter into this Agreement pursuant to Arizona
Revised Statutes (“A.R.S.”) § 11-952 and other statutes.

NOW, THEREFORE, in reliance on the commitments and obligations set forth herein, and
with the intention of being legally bound hereby, the Parties agree as follows:

i. EFFECTIVE DATE. This Agreement will be effective as of the date of the last signature
below ("Effective Date").

2. Acronyms and Definitions. Acronyms and Definitions found under 2 C.F.R. §§ 200.0
& 200.1 are incorporated in Exhibits C and D.

3. SCOPE OF WORK.
3.1 The Subgrantee shall:
3.1.1 Complete the project description in Exhibit A, Statement of Work

3.1.2 Ensure compliance with federal, state and county requirements as they
relate to the federal grant.

3.1.3 Ensure compliance with all laws, rules and regulations.

3.1.4 Maintain sufficient qualified and trained staff to provide services under
this Agreement.

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3.1.5 Complete Quarterly Reports to the County no later than 15 days after
the end of the reporting quarter with the following information:

3.1.5.1 Status and updates on projects milestones and timelines.
3.1.5.2 Current quarter expenditures.
3.1.5.3 Anticipated delays or issues and/or significant disruptions

to progress or timelines.
3.2 The County shall:
3.2.1 Provide quarterly payment of Subgrantee invoices.
3.2.2 Respond to Subgrantee questions in a timely manner.

3.2.3 Provide technical assistance and training to Subgrantee’s staff as
necessary to ensure proper administration services under this
Agreement.

3.2.4 Provide Invoice and/or Program Reporting Template to Subgrantee.

4. KEY PERSONNEL. Subgrantee will provide Master’s Level Clinician and Certified Peer
Support Staff for work performed under this Agreement.

5. PERIOD OF PERFORMANCE. This Agreement will begin on the Effective Date and will
terminate on September 30, 2025. This Agreement shall be effective upon approval and
signature by both Parties.

6. PRIME AWARD. This Agreement is subject to the terms and conditions of the MCSO’s
Prime Award with the Department of Justice, Office of Community Oriented Policing
Services (COPS) (15]COPS-23-GG-01717-PPSE) and other Special Terms and Conditions
as specified in Exhibit B. Subgrantee shall comply with all laws and regulations listed in
this agreement and in Exhibit B.

7. FINANCING AND FISCAL RESPONSIBILITY. Under the Department of Justice, Office
of Community Oriented Policing Services (COPS) (15JCOPS-23-GG-01717-PPSE), MCSO
shall provide up to $359,046 to Subgrantee under this Agreement.

Payment to Subgrantee will be on a cost reimbursement basis. Subgrantee may use the
funds provided under this Agreement only as provided in the approved budget and award
documentation. If Subgrantee completes its obligations at a cost lower than the budgeted
cost, the amount reimbursed to Subgrantee will be only the amount actually spent by
Subgrantee in accordance with the approved budget. For any expenditure disallowed by
MCSO, Subgrantee will promptly reimburse such funds to MCSO.

8. REPORTING REQUIREMENTS. Subgrantee must submit quarterly Financial Reports to
MCSO as follows:

Qtr. 1: October 15 (for the period from July 1 - September 30)
Qtr. 2: January 15 (for the period from October 1- December 31)

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Qtr. 3: April 15 (for the period from January 1 - March 31)
Qtr. 4: July 15 (for the period from April 1 - June 30)

Subgrantee must use the Quarterly Financial Summary Report form provided. In the
Financial Summary Report, the Subgrantee must provide an accurate and detailed
expenditure report with backup documentation. Backup documentation would include, but
not be limited to:

Salaries/wages:
- Detailed expenditure report from the unique award account established by Subgrantee
for this Agreement
- Documentation of Subgrantee personnel. costs as maintained in their accounting
and/or payroll system
Other Direct Costs:
- Detailed expenditure report from the unique award account established by
Subgrantee for this Agreement
- Warrant/check register, approved invoice, purchase order for expenditure
- A procurement card statement showing the expenditure can be substituted for a
warrant register

Final Quarterly Programmatic Report and Financial Summary Report: The final quarterly
programmatic report and financial summary reports are due no more than 15 calendar days
after the end of the performance period. Subgrantee may submit a final quarterly report
prior to the end of the performance period if the scope of the project has been fully
completed and implemented. The report should be marked as “final”.

9. REIMBURSEMENTS. Subgrantee will provide MCSO with requests for
reimbursement quarterly following the Report schedule; submissions must be made via
email/electronic means. Requests for reimbursement provided AFTER the report schedule
date, may not get included in the reimbursement request to DOJ/COPS. This would result
in a delay until the next quarterly submission date.

If monthly requests for reimbursement are submitted, these will be held until the quarterly
request for reimbursement date provided by DOJ/COPS. Reimbursement requests shall be
submitted with the Reimbursement Form provided by MCSO staff. MCSO has the right to
require Subgrantee to provide any documentation and/or information MCSO reasonably
deems necessary to process submissions.

Subgrantee will only be reimbursed for expenses that have been obligated, expended and
received within the authorized Period of Performance. Subgrantee is not authorized to
obligate or expend funds prior to the start date of the Period of Performance. Any expenses
obligated or expended prior to the Period of Performance start date will be deemed
unallowable and will not be reimbursed. Any expenses/services that occur beyond the Period
of Performance (e.g. cell phone service) will be deemed unallowable and will not be
reimbursed.

10. COMPENSATION. Compensation will be on a cost reimbursable basis. MCSO will
reimburse Subgrantee an amount up to $359,046 for Subgrantee services hereunder, MCSO
is subject to the preceding reimbursement conditions for payments to Subgrantee. The

contract price due under this Agreement will be paid upon receipt of invoices from
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Subgrantee issued quarterly for the duration of the period of performance up to the contract
value. Invoices are due and payable within 30 days of receipt of payment from DOJ/COPS.

In the event of non-payment, Subgrantee may terminate all further work on the Project and
seek full payment from MCSO for all work performed and all expenses incurred including
allocable costs, pursuant to the termination clause of this Agreement.

If it becomes necessary for Subgrantee to commence collection proceedings or retain an
attorney to enforce any of the terms of this Agreement, the EMPACT will pay the attorneys’
fees and the costs of collection incurred by Subgrantee.

Subgrantee invoices will be submitted electronically to MCSO at the address provided in
Notices provision.

Questions regarding payment will be directed to the person who issued the invoice.

Subgrantee remittance address and wire transmittal information will be presented on
invoices. To ensure prompt processing Subgrantee requests remittances reference “MCSO
Award Number.”

11. DISALLOWED COSTS. The cost principles set forth in the Code of Federal Regulations
(C.F.R.”), 2 C.F.R. Part 200 Subpart E including later amendments and editions on file with
the Arizona Secretary of State and incorporated here by reference, shall be used to
determine the allowability of incurred reimbursable costs under this Agreement.

Further, the Subgrantee shall follow cost principles as outlined in Office of Management and
Budget (OMB) Uniform Guidance, 2 C.F.R. §§ 200, et seq.

Those costs that are defined as unallowable in 2 C.F.R. shail not be submitted for
reimbursement by the Subgrantee and shall not be reimbursed by the County.

12. DEFAULT AND REMEDIES FOR NONCOMPLIANCE. Notwithstanding anything to
the contrary, this Section shall not be deleted or superseded by any other provision of this
Agreement.

This Agreement may be immediately terminated by a Party if the other Party defaults by
failing to perform any objective or breaches any obligation under this Agreement, or any
event occurs that jeopardizes the other Party's ability to perform any of its obligations under
this Agreement.

Failure to comply with the requirements of this Agreement and all the applicable federal,
state, or local laws, rules, and regulations may result in suspension or termination of this
Agreement, the return of unexpended funds (less just compensation for work satisfactorily
completed that, to date, had not been reimbursed), the reimbursement of funds improperly
expended, or the recovery of funds improperly acquired. Noncompliance includes, but is not
limited to:

a. Non-performance of any obligations required by this Agreement.

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b. Noncompliance with any applicable federal, state, or local laws, rules, or
regulations.

c. Unauthorized expenditure of funds.

d. Noncompliance with applicable financial record requirements, accounting
principles, or standards established by OMB circulars and 2 C.F.R. §§ 200 et seq.

e. Noncompliance with recordkeeping, record retention, or reporting
requirements.

Notwithstanding the suspension or termination of this Agreement, or the final determination
of the proper disposition of funds, the Subgrantees, without intent to limit or with
restrictions, be subject to the following:

f. Acknowledge that suspension or termination of this Agreement does not affect
or terminate any rights against that Party at the time of suspension or termination,
or that may accrue later. Nothing herein shall be construed to limit or terminate
any right or remedy available under Agreement.

g. Waiver of a breach or default of any term, covenant, or condition of this
Agreement or any federal, state, or local law, rule, or regulation shall not operate
as a waiver of any subsequent breach of the same or any other term, covenant,
condition, law, rule, or regulation.

The Subgrantee shall, upon notice or with knowledge obtained by itself or others, take any
and all proactive actions necessary, and provide any and all applicable remedies to address
and correct any act by itself, and any and all of its agents, representatives, officers, officials,
directors, employees, volunteers, successors, assigns, or subcontractors that resulted in any
wrongdoing (intentional or unintentional); misuse or misappropriation of funds; the
incorrect or improper disposition of funds; any violation of any federal, state, or local law,
rule, or regulation; or the breach of any certification or warranty provided in this Agreement.

13. PROCUREMENT. Subgrantee will comply with its procurement rules/policies All
entities/agencies/vendors/contractors shall be checked for suspension and disbarment
prior to purchasing services or entering into a contract. Use of suspended or disbarred
vendors/contractors is strictly prohibited. Subgrantee shall comply with applicable federal
regulations including 2 CRF 200.317 through 200.327.

14. AUDIT/MONITORING.

a. Subgrantee must comply with the record-keeping and other requirements of A.R.S.
§§ 35-214 and 35-215 and will direct its contractors and subcontractors at all tiers to
also comply. The Subgrantee agrees to comply with this Agreement and the following record
keeping requirements:

a. Records to be maintained - The Subgrantee shall maintain all financial records
as required by 2 C.F.R. § 200, and OMB Circulars;

b. System for Award Management -The Subgrantee and all subcontractors or
subgrantees shall have a valid Unique Entity Identifier (UEI) number and an
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active profile in the federal System for Award Management, or SAM.gov.
Documentation of the UEI Number must be included in all project files.
Subgrantees and subcontractors will not receive a subaward until that entity
has provided its UEI number. 2 C.F.R. § 25.300; Appendix A to 2 C.F.R. § 25.

c. Records Retention - The Subgrantee shail retain all records pertinent to this
Agreement for a period of six (6) years after all requirements have been met. In
the event of litigation, a claim, or an audit is begun before the expiration of this
retention period, said records shall be retained until all such action or audit
findings involving the records have been resolved.

d. Disclosure - The Subgrantee understands that client information collected under
this Agreement is private and the use or disclosure of such information, when
not directly connected with the administration of the County's or the
Subgrantee's responsibilities with respect to services provided under this
Agreement, is prohibited unless written consent is obtained from such person
receiving service.

e. Property Records - The Subgrantee shall maintain property and equipment
inventory records that clearly identify properties and equipment purchased,
improved, or sold. Properties and equipment retained shall continue to meet
eligibility criteria and shall conform to the use of property and equipment.

b. Failure of Subgrantee to comply with any requirements resulting from an audit will
suspend reimbursement by MCSO to Subgrantee and Subgrantee will not be eligible for
any new award, until Subgrantee is in complete compliance.

MCSO will monitor Subgrantee to ensure that program goals, objectives, performance
requirements, timelines, planned objectives, budgets, and all other related program criteria
are being met. Subgrantee must comply with applicable provisions governing MCSO access
to records, accounts, documents, information, facilities, and staff and must require any
contractors, successors, transferees, and assignees to comply with these same provisions.
Subgrantee must cooperate with any review or investigation conducted by MCSO and/or
DOJ/COPS. Subgrantee must give MCSO and DOJ/COPS access to and the right to copy
records, accounts, and other documents and sources of information related to the grant and
permit access to facilities, personnel, and other individuals and information related to the
grant as deerned necessary by MCSO or DOJ/COPS. Subgrantee must submit timely,
complete, and accurate reports to the appropriate MCSO and DOJ/COPS officials and
maintain appropriate backup documentation. Subgrantee must comply with all applicable
reporting, data collection, and evaluation requirements prescribed by law or in program
guidance.

15. AGREEMENT COMPLIANCE MONITORING/ AUDITING

The County will monitor the Subgrantee's compliance as needed for fiscal and programmatic
performance under the terms and conditions of this Agreement and applicable regulations
promulgated by Maricopa County. On-site visits for compliance monitoring may be made by
the County and/or its grantor agencies at any time during the Subgrantee's normal business
hours, announced and/or unannounced. For auditing purposes, the County shall provide the
Subgrantee with 30-days’ advance notice of any proposed on-site visit. During an on-site

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visit(s), the Subgrantee shail reasonably make all of its records and accounts related to work
performed or services provided under this Agreement available to the County for inspection
and copying.

The County shall request information for fiscal monitoring/audit per OMB Uniform Guidance 2
C.F.R. § 200, to include as applicable:

a. Financial Management 2 C.F.R. § 200.302

b. Internal Controls 2 C.F.R. § 200.303

c. Bonds 2 C.F.R. § 200.304

d, Payment and Financial Reporting 2 C.F.R. § 200.305

e. Cost Sharing or Matching 2 C.F.R. § 200.306

f. Program Income 2 C.F.R. § 200.307

g. Revision of Budget and Program Plans 2 C.F.R. § 200.308

h. Period of Performance 2 C.F.R. § 200.309

i. Insurance Coverage 2 C.F.R. § 200.310

j. Record Retention and Access 2 C.F.R. §§ 200.334 - 200.338

k. Procurement Standards 2 C.F.R. § 200.318

|. Indirect Costs 2 C.F.R. § 200.414

m. Compensation-Personal Services 2 C.F.R. § 200.430

n. Audit Requirements 2 C.F.R. §§ 200.501-200.517
16. AUDIT DISALLOWANCES
The Subgrantee shall, upon written notice, reimburse the County for any payments made
under this Agreement that are disallowed by a federal, state, or County audit. Court costs

and attorney and expert fees incurred will be specifically identified as applicable to the
recovery of the disallowed costs in question.

If the County determines that a cost for which payment has been made is a disallowed cost,
then the County will notify the Subgrantee in writing of the disallowance and identify the
required course of action, which shall be at the option of the County, either to adjust any
future claim submitted by the Subgrantee by the amount of the disallowance or to require
immediate repayment of the disallowed amount by the Subgrantee issuing a check payable
to the County.

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17. PROPERTY

Any County property furnished or leased pursuant to the terms of this Agreement shall be
utilized, maintained, repaired, and accounted for in accordance with the instructions
furnished by the County, and title to all such property shall revert to the County upon the
expiration or termination of this Agreement. The costs to repair such property is the
responsibility of the Subgrantee within the limits budgeted in this Agreement.

Any Subgrantee property furnished or purchased pursuant to the terms of the Agreement
shall be utilized, maintained, repaired, and accounted for by the Subgrantee or Subgrantee’s
subgrantee, as applicable, Repair costs of such property shall be the responsibility of the
Subgrantee or Subgrantee’s subgrantee, as applicable.

18. NONSUPPLANTING AGREEMENT. Subgrantee must not use funds received under
this Agreement to supplant Federal, State, Tribal or Local funds or other resources, and may
be required to document this.

A. CONTINGENCY RELATING TO OTHER AGREEMENTS AND GRANTS
i. The Subgrantee shall, during the term of this Agreement, within fifteen (15) business days from
acceptance, inform the Director in writing of the award of any other agreement or grant, including
any other agreement or grant awarded by the County, where the award may affect either the direct
or indirect costs being paid or reimbursed under this Agreement. The Subgrantee’s failure to notify
the County of any such agreement shall be a breach of this Agreement and the County may
immediately terminate this Agreement without liability.

ii, The Human Services Director may request, and Subgrantee shall provide within a reasonable
time, which shall not exceed ten (10) business days, a copy of all such other agreements or grants,
when, in the opinion of the Director, the award of the agreement or grant may affect the costs being
paid or reimbursed under this Agreement, except to the extent prohibited by law.

ili. ff the Human Services Director determines that the award to the Subgrantee from such other
agreements or grants has affected the costs being paid or reimbursed under this Agreement, then
the Director shall prepare an amendment to this Agreement effecting a cost adjustment. If the
Subgrantee disputes the proposed cost adjustment, then the dispute shall be resolved pursuant to
the "Disputes" paragraph of this Agreement.

19. FUNDS MANAGEMENT. Subgrantee will maintain funds received under this
Agreement in separate accounts and cannot mix these funds with funds from other sources.
Subgrantee must maintain the following business systems:

a. Financial Management
b. Procurement

c, Personnel

d. Property

e. Travel

To be adequate, a business system must be 1) complete and in writing, and 2) consistently
followed - Subgrantee must apply it in all circumstances, regardless of funding source.

20. AVAILABILITY OF FUNDS. MCSO’s payment obligations under this Agreement are
conditioned on the availability of funds appropriated or allocated for this purpose, per

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DOJ/COPS Agreement 15JCOPS-23-GG-01717-PPSE. If funds are not allocated and
available, MCSO may terminate this Agreement at the end of the period for which funds are
available. No liability shall accrue to MCSO in the event this provision is exercised, and MCSO
shall not be obligated or liable for any future payments or for any damages as a result of
termination under this Paragraph, including purchases and/or contracts entered into by in
the execution of this Agreement.

21. NOTICES. All official notices, by either Party, required or permitted under this
Agreement will be in writing and will be given by personal delivery against receipt (including
private courier such as FedEx), email with “Read Receipt” or certified U.S. Mail, return
receipt requested. All notices will be sent to the addresses below or such other addresses
as the Parties may specify in the same manner. Notices will be deemed to have been given
and received on the date of actual receipt or on the date receipt was refused. Addresses are
as follows:

For Subgrantee: EMPACT-Suicide Prevention Center, an Arizona nonprofit corporation
Erica Chestnut-Ramirez
Regional Vice President
618 S. Madison Dr.
Tempe, AZ 85281

For MCSO: Taryn Mingey
Behavioral Health Co-Responder
550 West Jackson Street
Phoenix, Arizona 85003
Office: 480-364-9001
Email: tarynmingey@MCSO.maricopa.gov

For Subgrantee invoice transmittal to MCSO financial contact:
Cindy Kenney
Finance Manager/Grant Administrator
550 West Jackson Street,
Phoenix, AZ 85003
Office: 602-876-3266
POC Email: C_Kenney@mcso.maricopa.gov
Cc: Cal Davidson, C_Davidson@mcso.maricopa.gov

22. CONFIDENTIALITY. The Parties may, at their discretion, and in connection with
the Project, disclose their respective proprietary or confidential information (“Confidential
Information”) to each other. To be protected hereunder, Confidential Information must be
marked confidential if disclosed in written or other tangible form. If Confidential Information
is disclosed orally or visually, Confidential Information must be identified as confidential at
the time of disclosure and reduced to writing, marked confidential, and transmitted to the
receiving Party within thirty (30) days of the initial disclosure.

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Nothing in this Agreement will be construed to convey to either Party any right, title or
interest in any Confidential Information provided by the other Party or any right, title or
interest in any intellectual property of the Parties, including but not limited to, processes,
copyrights or patents. No license to the receiving Party under any trademark, patent or
copyright is either granted or implied by the conveying of Confidential Information to the
receiving Party,

The receiving Party will not use, or disclose to any third party, Confidential Information of
the disclosing Party in any manner except for the purposes of this Agreement and will require
that its employees and agents who have access to such information maintain the same in
strict confidence subject to the same restrictions. By way of example, but not limitation, the
receiving Party will not use Confidential Information of the disclosing Party in connection
with any patent application, for any commercial purpose, or for the benefit of any third

party.

The Parties will use reasonable efforts to prevent the disclosure to unauthorized third parties
of any Confidential Information of the other Party and will use such information only for the
purposes of this Agreement. The receiving Party’s obligations with respect to

Confidential Information will survive for three (3) years after the termination of this
Agreement; provided that the receiving Party's obligations hereunder will not apply if the
receiving Party can show, with convincing written evidence that the Confidential Information
of the disclosing Party received under this Agreement:

a) was already known to the receiving Party prior to the time of first disclosure; or

b) at the time of disclosure is in the public domain, or after the date of the disclosure,
lawfully becomes a part of the public domain other than through breach of this
Agreement by the receiving Party; or

c) is received in good faith, without any obligation of confidentiality from a third party
having a legal right to disclose the same; or

d) is independently developed by the receiving Party by individuals without access to
such information; or

e) is required to be disclosed by the receiving Party pursuant to a legally enforceable
order, law, subpoena, or other regulation (“Order”), provided, however, that the
receiving Party promptly notifies the disclosing Party in advance of such disclosure
and discloses only that Information necessary to comply with said Order.

Subgrantee retains the right to refuse acceptance of any Confidential Information that is not
required for the. purposes of this Agreement.

23. INTELLECTUAL PROPERTY. General. Subject to any obligations to the United
States Government pursuant to the provisions of 35 U.S.C. sections 200-212 and applicable
regulations of Chapter 37 of the Code of Federal Regulations:

a) Intellectual Property resulting from the performance of the Project and created solely
by legal inventors or authors who are Subgrantee employees will be owned by

Subgrantee (“Subgrantee IP”).

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b) Intellectual Property resulting from the performance of the Project and created solely
by legal inventors or authors who are MCSO’s employees will be owned by County

(“County IP”).

c) Intellectual Property resulting from the performance of the Project and created jointly
by legal inventors who are Subgrantee’s employees and MCSO’s employees will be
owned jointly by Subgrantee, and MCSO (“Joint IP”).

d) Subgrantee and MCSO shall each retain ownership of all intellectual property and
materials owned by each of them prior to the Effective Date.

e) “Intellectual Property” means any inventions, discoveries, concepts, methods,
processes, data, copyrights, computer programs and related documentation, works of
authorship fixed in a medium of expression, or mask works, whether or not
patentable, copyrightable or subject to mask work rights or other similar statutory
rights, as well as applications for any such rights.

24. ENTIRE AGREEMENT; AMENDMENTS; COUNTERPARTS. This Agreement
constitutes the entire understanding between the Parties relating to the subject matter
hereof and supersedes any other agreement or understanding between the parties, including
the MOU establishing the partnership that enabled application for the grant funding. No
amendment or modification to this Agreement will be valid or binding upon the Parties unless
made in writing and signed by each party. This Agreement may be executed in counterparts,
each of which will be deemed an original. The Parties agree that should any part of this
Agreement be held to be invalid or void, the remainder of the Agreement will remain in full
force and effect and will be binding upon the Parties. Electronically transmitted and imaged
copy signatures will be fully binding and effective for all purposes.

25. WAIVERS. No waiver of this Agreement will be valid or binding unless written and
signed by the Parties. Waiver by either Party of any breach or default of any clause of this
Agreement by the other Party will not operate as a waiver of any previous or future default
or breach of the same or different clause of this Agreement.

26. ASSIGNMENT. Neither Party may transfer or assign this Agreement or any of other
party’s rights or obligations hereunder, directly or indirectly, or by operation of law, without
that Party’s prior written consent, and any attempt to the contrary will be void.

27. GOVERNING LAW AND VENUE. This Agreement will be governed by the laws of the
State of Arizona without regard to any conflicts of laws principles. Any proceeding arising
out of or relating to this Agreement will be conducted in Maricopa County, Arizona. Each
Party consents to such jurisdiction and walves any objection it may have to venue or
convenience of forum.

28. CONFLICT OF INTEREST. The Parties acknowledge that this Agreement is subject
to cancellation by either Party pursuant to A.R.S. § 38-511. Under A.R.S. § 38-511, the
Parties may cancel this Agreement without penalty or further obligation within three years
(3) after execution of this Agreement, if any person significantly involved in initiating,
negotiating, securing, drafting or creating this Agreement on behaif of one Party at any time
while this Agreement or any extension of this Agreement is in effect, is or becomes an

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employee or agent of any other Party to this Agreement in any capacity or consultant to any
other party to this Agreement with respect to the subject matter of this Agreement.

Additionally, pursuant to A.R.S. § 38-511, either Party may recoup any fee or commission
paid or due to any person significantly involved in initiating, negotiating, securing, drafting,
or creating this Agreement on behalf of the one Party from the other Party to this Agreement
arising as the result of this Agreement. A cancellation notice made under this Subparagraph
shall be effective when the recipient receives a written notice of cancellation unless the notice
specifies a later date.

29. SUBGRANTEE PARTY STATUS. Subgrantee is free to exercise its discretion and
independent judgment as to the method and means of performance of its work hereunder.
Subgrantee employees will not be considered employees of MCSO or the County, and neither
Subgrantee nor MCSO/County personnel will, by virtue of this Agreement, be entitled or
eligible, to participate in any benefits or privileges given or extended by the other party to
its employees.

30. EMPLOYMENT DISCLAIMER. Each Party is an independent contractor under the
provisions of this Agreement and no officer, employee, or agent is to be considered an
officer, employee, or agent of the other Party.

This Agreement is not intended to constitute, create, give rise to, or to otherwise recognize
a joint venture, partnership, or other formal business association or organization of any
kind, and the rights and obligations of the Parties shall be only those expressly set forth in
this Agreement.

The Subgrantee agrees that no individual performing under this Agreement on behalf of the
Subgrantee shall be considered a County agent, employee, or representative and those
individuals are not entitled County civil service rights, County retirement rights, or any other
rights provided under the County personnel rules, nor shall those rights accrue or apply to
any such individual.

The Subgrantee shall have total responsibility for all salaries, wages, bonuses, retirement,
withholdings, workers’ compensation, occupational disease compensation, unemployment
compensation, other employee benefits, and all taxes and premiums appurtenant thereto
concerning such individuals shall indemnify, defend, and hold harmless the County with
respect to the foregoing.

The County agrees that no individual performing under this Agreement on behalf of County
may be considered a Subgrantee agent, employee, or representative and that no rights of
Subgrantee civil service, Subgrantee retirement, or Subgrantee personnel rules shall accrue
or apply to any such individual.

The County shall have total responsibility for all salaries, wages, bonuses, retirement,
withholdings, workers’ compensation, occupational disease compensation, unemployment
compensation, other employee benefits, and all taxes and premiums appurtenant thereto
concerning such individuals and the County shall indemnify, defend, and hold harmless the
Subgrantee with respect to the foregoing.

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31. TERMINATION. Either Party may at any time terminate this Agreement by giving
the other Party not less than thirty (30) days prior written notice. In the event this Agreement
is canceled by MCSO and grant funding remains available, MCSO will remain responsible for
payment to Subgrantee for all work performed through the date of termination and for
reimbursement to Subgrantee of all non-cancelable commitments incurred in the conduct of
the research. Unless grant funding becomes unavailable, non-cancelable commitments will
include employment commitments to Subgrantee personnel through the end of the semester
following any such termination by MCSO. In the event Subgrantee terminates this Agreement
any unused funds from the advance will be returned.

The County may suspend or terminate this Agreement if the Subgrantee violates any term
or condition of this Agreement or if the Subgrantee fails to maintain a good-faith effort to
carry out the purpose of this Agreement.

32. DISPUTE RESOLUTION. In the event of any dispute, claim, question, or
disagreement arising from or relating to this Agreement or the breach thereof, the Parties
hereto will use their reasonable efforts to settle the dispute, claim, question, or
disagreement. To this effect, they will consult and negotiate with each other in good faith
and, recognizing their mutual interests, attempt to reach a just and equitable solution
satisfactory to both Parties. The Parties agree to arbitrate disputes filed in Maricopa County
Superior Court that are subject to mandatory arbitration pursuant to A.R.S. § 12-133.

33. INSURANCE. Subgrantee maintains general liability insurance and worker's
compensation coverage as required by state law and pertinent federal laws and regulations
under the State of Arizona Risk Management Plan. Maricopa County is self- insured for
liability and ASU is self-insured per A.R.S. § 41-621, Each Party will provide a certificate of
coverage to the other Party upon request. Subgrantee is a political subdivision of the State
of Arizona and as such is not required to comply with the Prime Award requirements to (1)
name the State of Arizona, and its departments, agencies, boards, commissions,
universities, officers, officials, agents, and employees as an additional insured and to (2)
include a waiver of subrogation in favor of the State.

34, INDEMNIFICATION. Each Party (as ‘indemnitor’) agrees to indemnify and hold
harmless the other Party (as ‘indemnitee’) from and against any and all claims, losses,
liability, costs, or expenses (including reasonable attorney fees) (hereinafter collectively
referred to as ‘claims’) arising out of bodily injury of any person (including death) or property
damage, but only to the extent that such claims which result in vicarious/derivative liability
to the indemnities, are caused by the act, omission, negligence, misconduct, or other fault
of the indemnitor, its officers, officials, agents, employees, or authorized volunteers.

Should EMPACT utilize a contractor(s) and/or subcontractor(s) in connection with the
Project, the indemnification clause between Subgrantee and its contractor(s) and
subcontractor(s) shall include the following:

To the fullest extent permitted by law, Contractor shall indemnify, and hoid harmless the
DOJ, and the Maricopa County Sheriff's Office, and any jurisdiction or agency issuing any
permits for any work arising out of this Agreement, and its departments, agencies,
boards, commissions, universities, officers, agents, and employees (hereinafter referred
as “Indemnitee”) only from and against any and all claims, actions, liabilities, damages,
losses, or expenses (including court costs, attorney’s fees and costs of claim processing,

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investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or
personal injury (including death), or loss or damage to tangible or intangible property
caused, or alleged to be caused, in whole or in part by the negligent or willful acts or
omissions of the Contractor or any of the directors, officer, agents or employees or
subcontractors of such Contractor. This indemnity includes any Claim or amount arising
out of or recovered under the Workers’ Compensation Law or arising out of the failure of
such Contractor to conform to any federal, state or local law, statute, ordinance, rule,
regulation or court decree. It is the specific intention of the parties that the Indemnitee
shall, in all instances, except for Claims arising solely from the negligent or willful acts or
omissions of the Indemnitee, be indemnified by such Contractor from and against any
and all claims. It is agreed that such Contractor will be responsible for primary loss
investigation, defense and judgment costs where this indemnification is applicable.
Additionally, on all applicable insurance policies, Contractor and its subcontractors shall
name the State of Arizona, and its departments, agencies, boards, commissions,
universities, officers, officials, agents, and employees as an additional insured and also
include a waiver of subrogation in favor of the State.

35. NONDISCRIMATION. The Parties agree to comply with all applicable state and
federal laws, rules, regulations and executive orders governing equal employment
opportunity, immigration and nondiscrimination, including the Americans with Disabilities
Act. If applicable, the Parties will abide by the requirements of 41 CFR §§ 60-1.4(a),
60- 300.5(a) and 60-741.5(a). These regulations prohibit discrimination against
qualified individuals based on their status as protected veterans or individuals
with disabilities and prohibit discrimination against all individuals based on their
race, color, religion, sex, or national origin. These regulations require that covered
prime contractors and subcontractors take affirmative action to employ and
advance in employment individuals without regard to race, color, religion, sex,
national origin, protected veteran status or disability.

A. MINIMUM WAGE REQUIREMENTS

The Subgrantee warrants that it shall pay all of its employees who are engaged in
either performing work or providing services under the terms of this Agreement not
less than the minimum wage specified under Section 206(a)(1) of the Fair Labor
Standards Act of 1938, as amended (29 U.S.C. §§ 201, et seq.), by law and regulation,
and, as applicable, Executive Order 13658, as amended, and as specified by Arizona
law.

B. RECOGNITION OF COUNTY SUPPORT

The Subgrantee shall give recognition to the County and the funding source for its
support when the Subgrantee publishes materials or releases public information that is
paid for in whole or in part with funds received by the Subgrantee under this
Agreement.

C. NONDISCRIMINATION, EQUAL OPPORTUNITY AND EQUAL ACCESS

The Subgrantee, in connection with any services or other activities under this
Agreement, shall not in any way discriminate against any person on the grounds of
race, color, religion, sex, national origin, age, disability, political affiliation or belief. The
Subgrantee shall include this clause in all its Subcontracts.,

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D. DISABILITY REQUIREMENTS

The Subgrantee agrees that any electronic or information technology offered under this
Agreement shall comply with A.R.S. §§41-2531 and 41-2532 and Section 508 of the
Rehabilitation Act of 1973, which requires that employees and members of the public
shall have access to and use of information technology that is comparable to the access
and use by employees and members of the public who are not individuals with
disabilities.

36. LOBBYING. No federal appropriated funds have been paid or will be paid by or on
behalf of the Subgrantee 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.

If any funds, other than federal appropriated funds, have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any agency, a
member of Congress, an officer or employee of Congress, or an employee of a member of
Congress in connection with any federal agreement, grant, loan or cooperative agreement,
then the Subgrantee shall complete and submit OMB Form-LLL, titled "Disclosure of
Lobbying Activities," in accordance with its instructions and 31 U.S.C. § 1352.

37. RELIGIOUS ACTIVITIES. The Subgrantee warrants that none of its costs incurred
will include any expense related to any religious activities.

38. POLITICAL ACTIVITY PROHIBITED. None of the funds, materials, property, or
services contributed by the County under this Agreement shall be used for any partisan
political activity, or to further the election or defeat of any candidate for public office.

39. IMMIGRATION LAWS AND REGULATIONS

Federal Immigration and Nationality Act

The Subgrantee understands and acknowledges the applicability of the Immigration Reform
and Control Act of 1986 (IRCA). The Subgrantee agrees to comply with the IRCA in
performing under this Agreement and to permit the County to reasonably inspect personnel
records to verify such compliance, to the extent required by law.

By entering into this Agreement, the Subgrantee warrants compliance with the Federal
Immigration and Nationality Act (FINA) and all other federal immigration laws and
regulations related to the immigration status of its employees. The Subgrantee shall obtain
statements from their subcontractors certifying compliance and shall furnish the statements
to the County upon request. These warranties shall remain in effect through the term of the
Agreement. The Subgrantee and their subcontractors shall also maintain Employment
Eligibility Verification forms (I-9) as required by the U.S. Department of Labor’s Immigration
and Control Act for all employees performing work under the Agreement. I-9 forms are
available for download at USCIS.GOV.

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The County may request verification of compliance for any employee or subcontractor
performing work under the Agreement. Should the County suspect or find that the
Subgrantee or any of its subcontractors are not in compliance, then the County may pursue
any and all remedies allowed by law, including, but not limited to suspension of work,
termination of the Agreement for default, and suspension or debarment (or both) of the
Subgrantee. All costs necessary to verify compliance are the responsibility of the subgrantee
or its subcontractor,

Arizona Law: The Subgrantee warrants that it is in compliance with A.R.S. § 41-4401 (E-
Verify requirements) and further acknowledges that:

That the Subgrantee and their Vendors, if any, warrant their compliance with all federal
immigration laws and regulations that relate to their employees and their compliance with
A.R.S. § 23-214:

A breach of a warranty under this Subparagraph shall be deemed a material breach of this
Agreement and the County may immediately terminate this Agreement without liability; and

The County and any contracting government entity retain the legal right to inspect the
papers and employment records of the Subgrantee or their Vendor’s employees who works
on this Agreement to ensure that such Party or Vendor is complying with the warranty
provided under this Subparagraph and that the Subgrantee agrees to make all papers and
employment records of those employees available during normal working hours in order to
facilitate such an inspection.

40. DRUG FREE WORKPLACE ACT
The Subgrantee shall comply with the Drug-Free Workplace Act of 1988 (41 U.S.C. §§ 701,
et seq.), which requires that Subgrantees 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.

41. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY
AND VOLUNTARY EXCLUSION

The undersigned, by signing this Agreement, represents that he/she has the authority to

bind the Subgrantee to the terms of this Certification. The Subgrantee, as the primary

participant in accordance with 2 C.F.R, Part 180, certifies to the best of its knowledge and

belief that it and its principals:

Are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any federal department or agency;

Have not within a 3-year period preceding the Start Date of this Agreement, been convicted
of or had a civil judgment rendered against them for (1) the commission of fraud or a
criminal offense in connection with obtaining, attempting to obtain, or performing a public
(federal, State, or local) transaction or a contract under a public transaction; (2) the
violation of any federal or State antitrust statutes or (3) the commission of embezzlement,
theft, forgery, bribery, falsification or destruction of records, making false statements, or
receiving stolen property;

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Are not presently indicted or otherwise criminally or civilly charged by a governmental entity
(federal, state, or local) with the commission of any of the offenses enumerated in Sub-
subparagraph 50.1.2 above; and

Have not, within a three-year period preceding the Start Date of this Agreement, had one
or more public transactions (federal, state, or local) terminated for cause or default.

The Subgrantee agrees to 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 Agreement.

Subgrantee Employee Whistleblower Rights and Requirement To Inform
Employees of Whistleblower Rights:

The Subgrantee agrees that this Agreement and its employees working on this Agreement
will be subject to the whistleblower rights and remedies in the federal pilot program
established at 41 U.S.C. § 4712 by Section 828 of the National Defense Authorization Act
for Fiscal Year 2013 (Pub. L. 112-239) and Section 3.908 of the Federal Acquisition
Regulation;

The Subgrantee 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 the Subgrantee, and copies provided to County
upon request; and

The Subgrantee shall insert the substance of this clause, including this Paragraph 51.0, in
all subcontracts over the agreed upon simplified acquisition threshold ($250,000 as of June
2021).

42. WRITTEN CERTIFICATION PURSUANT TO A.R.S. § 35-393.01

If the Subgrantee engages in for-profit activity and has 10 or more employees, and if this
Agreement has a value of $100,000 or more, then the Subgrantee certifies it is not currently
engaged in and agrees for the duration of this Agreement not to engage in, a boycott of
goods and 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.

43. UYGHUR FORCED LABOR PREVENTION ACT (UFLPA)
The Subgrantee warrants and certifies that it does not currently, and agrees for the duration
of the agreement that it will not, use:

a. The forced labor of ethnic Uyghurs in the People’s Republic of China.

b. Any goods or services produced by the forced labor of ethnic Uyghurs in the
People’s Republic of China.

c. Any contractors, subcontractors or suppliers that use the forced labor or any
goods or services produced by the forced labor of ethnic Uyghurs in the Peopie’s
Republic of China.

If the Subgrantee becomes aware during the term of the Agreement that the Subgrantee is
not in compliance with this paragraph, the Subgrantee shall notify the County within five
business days after becoming aware of the noncompliance. Failure of the Subgrantee to

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provide a written certification that the Subgrantee has remedied the noncompliance within
one hundred eighty (180) days after notifying the public entity of its noncompliance, this
Agreement shall terminate unless the Term of this Agreement shall end prior to said one
hundred eighty (180) day period.

44. ADVERTISING, PUBLICITY, NAMES AND MARKS. The Parties will not do any of
the following, without, in each case, the other Party’s prior written consent: (i) use any
names, service marks, trademarks, trade names, logos, or other identifying names, domain
names, or identifying marks of the other Party, including online, advertising, or promotional
purposes; (il) issue a press release or public statement regarding this Agreement, except
for documents used for internal consumption by the other Party; or (iii) represent or imply
any other Party endorsement or support of any product or service in any public or private
communication. Any permitted use of the other party’s Marks must comply with the other
Party’s requirements, including using the ® indication of a registered mark.

45. FORCE MAJEURE. With the exception of a Party’s payment obligations for services
already rendered, no liability shall result from the delay in performance or nonperformance
caused by force majeure or circumstances beyond the reasonable control of the party
affected, including, but not limited to, acts of God, fire, flood, substantia!

snowstorm or other weather condition, war, terrorism, embargo, any United States or
foreign government regulation, direction or request, accident, disease, pandemic or
epidemic, strike or other labor dispute or labor trouble, civil unrest, or any failure or delay
of any transportation, power, equipment or communications system, other emergencies that
disrupt a Party’s operations, or any other or similar cause beyond that Party’s reasonable
control.

The Party which is so prevented from performing shall give prompt notice to the other Party
of the occurrence of such event of force majeure, the expected duration of such condition
and the steps which it is taking to correct such condition. This Agreement may be terminated
by either Party by written notice upon the occurrence of such event of force majeure which
results in a delay of performance hereunder exceeding thirty (30) days.

46. ORDER OF PRECEDENCE. In the event of any inconsistency between the conditions
of this Agreement, the inconsistency will be resolved by giving precedence in the following
order: (i) Agreement (ii) Exhibit B, the Prime Award, including any other special terms and
conditions, and (ili) Exhibit A, Statement of Work. If any inconsistency exists, MCSO will be
responsible for notifying EMPACT.

47. PROVISIONS REQUIRED BY LAW Each and every provision of law and any clause
required by law to be in this Agreement will be read and enforced as though it were included
herein and, if through mistake or otherwise any such provision is not inserted, or is not
correctly inserted, then upon the application of either party, this Agreement will promptly
be physically amended to make such insertion or correction.

**SIGNATURE PAGE FOLLOWS**

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WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by
their duly authorized representatives on the respective dates entered below.

EMPACT-Suicide Prevention Center, MARICOPA COUNTY
an Arizona nonprofit corporation on behalf of Maricopa County Sheriff's
Office
By: (eit Gada By: hal Lh—
Name: Erica Chestnut-Rami rez Name: JACK SELLERS
Title; Regional vice President Title: CHAIRMAN BOARD OF SUPERVISORS
Date: 7/29/2024 Date: _ SEP 6 6 2024

Subgrantee DETERMINATION — EMPACT/Subgrantee

The undersigned has determined that the forgoing Subgrantee Agreement is in the proper
form and is within the power and authority granted under the laws of the State of Arizona

for EMPACT.

APPROVED AS TO FORM:

Joe F. Tarver, General Counsel for EMPACT

Subgrantee DETERMINATION - MCSO

This Subgrantee Agreement, by the undersigned, who has determined that it is in the proper
form and is within the power and authority granted under the laws of the State of Arizona
to those parties to the Agreement represented by MCSO’s Attorney.

APPROVED AS TO FORM:

Davina Brossler

Davina Bressler (Aug 16, 2024 08:28 PDT)

Deputy Maricopa County Attorney

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EMPACT-MCSO Subgrantee Agreement

Maricopa County

ATTEST:

na

Date »a2124

Clerk oNhe Board of Supervisors

DEPUTY

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