3-CONTRACT AMENDMENT #1 07-05-24 TANTUS SIGNED.PDF
Extracted text (via pymupdf)
12801 characters
1 AMENDMENT No. 1 To JAIL MANAGEMENT SYSTEM (SHIELD) SOFTWARE SUPPORT AND SERVICES Between Tantus Solutions Group, Inc. & Maricopa County, Arizona WHEREAS, Maricopa County, Arizona (“County”) and Tantus Solutions Group, Inc. (“Contractor”) have entered into a contract for the purchase of Jail Management System (SHIELD) Software Support and Services on June 23, 2021 and effective August 1, 2021 (“Agreement”), per County Contract No. 210266-CI. WHEREAS, County and Contractor have agreed to further modify the Agreement by changing certain terms and conditions; NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. The contract is hereby renewed for eleven months and shall expire on June 30, 2025 per Section 2.0. 2. The following language changes are added to the contract. a. CONTRACT TERM (Section 1.0 to be replaced in its entirety with the following): i. This Contract was for an initial term of three (3) years, beginning on the 1st day of August, 2021 and ending the 31st day of July, 2024. The Contract term is now extended an additional eleven (11) months and will end on the 30th day of June, 2025. b. APPLICABLE TAXES (Section 6.4 to be replaced in its entirety with the following): i. 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. ii. 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 2 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 overpayment of a project due to tax consideration that was not due, the contractor shall 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. iii. Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and local taxes applicable to their operation and any persons employed by the contractor. Contractor shall, and require all subcontractors to, hold Maricopa County harmless from any responsibility for taxes, damages, and interest, if applicable, contributions required under Federal and/or state and local laws and regulations, and any other costs including: transaction privilege taxes, unemployment compensation insurance, Social Security, and Workers’ Compensation. Contractor may be required to establish, to the satisfaction of County, that any and all fees and taxes due to a municipality 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). c. INSURANCE (The following shall be added as Section 11.2.9.5.4): i. Certificates of Insurance: Certificates of Insurance shall identify Maricopa County as the certificate holder as follows: Maricopa County c/o Risk Management 301 W Jefferson St, Suite 910 Phoenix, AZ 85003 d. CANCELLATION AND EXPIRATION NOTICE (Section 11.2.10 to be replaced in its entirety with the following): 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 3 materially changed for any reason without thirty (30) calendar days prior written notice to Maricopa County. Contractor must provide to Maricopa County, within two (2) 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 301 West Jefferson, Suite 700, Phoenix, AZ 85003, or emailed to Procurement Officer noted in solicitation. e. NON-DISCRIMINATION (Section 11.25 to be replaced in its entirety with the following): 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 viewed at https://apps.azsos.gov/public_services/register/2009/46/governo r.pdf f. FORCED LABOR (New Section) i. By submitting a bid for this solicitation and/or entering into a contract as a result of this solicitation, contractor agrees to comply with all applicable portions of Arizona Revised Statutes Section 35-394. Contracting; procurement; prohibition; written certification; remedy; termination; exception; definitions. ii. Contractor certifies that it does not currently, and agrees for the duration of the contract, that it will not use: 1. The forced labor of ethnic Uyghurs in the People’s Republic of China. 2. Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 3. Any contractors, subcontractors or suppliers that use the forced labor or any good or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 4 iii. If contractor becomes aware during the term of the agreement that contractor is not in compliance with this paragraph, the contractor shall notify the County within five business days after becoming aware of the noncompliance. If the contractor fails to provide a written certification to the County that the contractor has remedied the noncompliance within 180 days after notifying the County of its noncompliance, then the agreement terminates, except that if the agreement termination date occurs before the end the 180 day period, the agreement terminates on the agreement termination date. g. UNIQUE ENTITY IDENTIFIER (UEI) AND SYSTEM FOR AWARD MANAGEMENT REGISTRATION (New Section) All contractors that receive funding must have a UEI number through https://sam.gov/content/entity-registration. Contractor must also remain current with the System for Award Management www.sam.gov throughout the term of the contract. h. RELIGIOUS ACTIVITIES (New Section) The contractor agrees that costs, planned or claimed, including costs incurred, shall not include any expense for any religious activity. i. POLITICAL ACTIVITY PROHIBITED (New Section) None of the funds, materials, property, or services contributed by the County or the contractor under the agreement shall be used in the performance of this agreement for any partisan political activity, or to further the election or defeat of any candidate for public office. j. EQUAL EMPLOYMENT OPPORTUNITY (New Section) i. The contractor shall not discriminate against any employee or applicant for employment because of race, age, disability, color, religion, sex, or national origin. The contractor shall take affirmative action to ensure applicants are employed and that employees are treated during employment without regard to their race, age, disability, color, religion, sex, or national origin. Such action shall include but is not limited to the following: employment, upgrading, demotion or transfer, recruitment, or recruitment advertising, lay-off or termination, rates of pay or other forms of compensation, and selection for training, 5 including apprenticeship. ii. Contractor shall comply with the following provisions: 1. Title VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et seq.); 2. The Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); 3. The Age Discrimination in Employment Act of 1967, as amended (29 U.S.C. §§ 621, et seq.); 4. The Americans With Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.); and Arizona Executive Order 2009-09, as amended, et seq. which mandates that all persons shall have equal access to employment opportunities. 5. Contractor understands that the United States has the right to seek judicial enforcement of this assurance. j. CERTIFICATION REGARDING LOBBYING (New Section) i. Contractor certifies, to the best of their knowledge and belief, that: 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. This applies to a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant. Including the making of any federal, loan the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. ii. 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, member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant, loan, or 6 cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. iii. Contractor shall include Lobbying Certification language in the award documents for all subcontractors (including sub- grants, and contract under grants, loans, and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly. 1. The Lobbying Certification is a material representation of fact upon which reliance was placed when this transaction is made or entered into. Submission of this certification is prerequisite for making or entering into this transaction imposed by section 1352, Title 31, U.S. Code. Any successful proposer(s) who fail to file the required certification shall be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure. k. CLEAN AIR ACT & CLEAN WATER ACT (New Section) Contractor must comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368) Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). l. ENERGY POLICY AND CONSERVATION ACT (New Section) Contractor must adhere to the standards and policies relating to energy efficiency, which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat.871). m. CONTRACT DISPUTES (New Section) All Contract disputes will be handled in accordance with the Maricopa County Procurement Code, MCI-906. n. EXHIBIT A PRICE AGREEMENT (Revised accordingly) The rates are valid until June 30, 2025 and monthly support shall be fixed price to a maximum number of support hours as defined in the Task Order per the contract terms as amended herein. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. IN WITNESS WHEREOF, this Amendment is executed on the date set forth above. TANTUS SOLUTIONS GROUP, INC: Authorized Signature Printed Name and Title Address Date MARICOPA COUNTY: Chairman, Board of Supervisors Date ATTESTED: ________________________________ _________________ Clerk of the Board Date APPROVED AS TO FORM: Deputy County Attorney Date Lyne Eaker, Principal Suite 130, 12420 – 104 Avenue Edmonton, Alberta T5N 3Z9 July 8, 2024