REVISED DRAFT ACF AGRMT W WATERMARK 2020.PDF
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1 CONTRACT BETWEEN MARICOPA COUNTY AND THE ARIZONA COMMUNITY FOUNDATION, INC. Contract No.: _____________________ Contract Not-To Exceed: $500,000 Contract Start Date: June 24, 2020 Contract Termination Date: December 30, 2020 1.0 PARTIES 1.1 This Contract is a financial agreement (“Agreement”) between The Arizona Community Foundation, Inc., an Arizona nonprofit corporation, community based organization (“Contractor”), and Maricopa County (“County”) for administrative services related to Maricopa County’s Small Business Support Program (the “Program”). 1.2 Contractor and County are collectively referred to as the “Parties” and individually as a “Party.” 1.3 Maricopa County is authorized to enter into this Agreement under A.R.S. §§ 11- 201 and 11-254.04. 1.4 The Parties shall provide and perform as set forth in this Agreement and the attached Statement of Work (SOW). All rights and obligations of the Parties shall be governed by the terms of this Agreement, its exhibits, attachments, and appendices, including any Subcontracts, Amendments, or Change Orders as set forth in this Agreement. 1.5 Contractor is a service provider, not a grantee of funds. 2.0 PURPOSE The purpose of the Agreement is: 2.1 To provide administrative services (“Services”) on behalf of Maricopa County to small businesses and non-profit organizations seeking financial assistance under the Program due to COVID-19 related losses. 3.0 CONTRACTOR RESPONSIBILITIES 3.1 Contractor shall be responsible for providing: 3.1.1 A hosted online portal for grant application submittals under the Program. 3.1.1.1 Required elements of the online portal shall be determined by County but will minimally include: applicant required information and ability to upload supporting documents. 3.1.1.2 The portal must be available in both English and Spanish. 3.1.1.3 The portal shall be available from approximately Thursday, July 9, 2020 through close of business Friday, July 31, 2020, unless mutually extended in a signed writing by the Parties. 3.1.2 Online and phone-based customer service to entities or individuals seeking information about the Program and/or assistance with the application process. 3.1.2.1 Customer support will be provided during standard business hours, Monday-Friday, 8:30 AM – 5:00 PM; and 3.1.2.2 Customer support will be provided in English and Spanish. 2 3.1.2.3 County may agree to dedicate staff to assist with customer service through the duration of the Program. 3.1.3 Advertisement and promotion of the Program to the local small business community beginning one week prior to Program start date until the close of the Program (7/31/2020). 3.1.3.1 To ensure advertising and promotion materials are widely distributed to small businesses owned by women, minorities, individuals with disabilities, and veterans, Contractor shall share information about the Program on its website, social media outlets, including Facebook, Twitter, and LinkedIn. Additionally, to reach additional small businesses, Contractor will share information about the Program with area chambers of commerce, Local First Arizona, and other business associations as appropriate 3.1.3.2 Program promotional and advertising materials shall be available in both English and Spanish. 3.1.4 Beginning July 13, 2020, reports weekly to County regarding number of applicants, type of businesses, demographics of applicants, and amount of grants issued. 3.1.5 No later than August 21, 2020, unless extended in a signed writing by both Parties, a report to County reflecting: total number of applicants, total number of eligible applicants, total number of applicants receiving awards, demographics of applicants and awardees, total amount of awards issued. Data must be subcategorized by city/town, business type, and business description (e.g., restaurant, manufacturing, retail). 3.1.6 Assessment of submitted applications against the criteria established by Maricopa County. 3.1.7 Within two (2) days’ receipt of required information from County staff of verification of applicant’s information, a notification to an applicant of grant application status with such notification to include any known application deficiencies and how such deficiency can be rectified. 3.1.8 Distribution of funds to qualified grant applicants within fifteen (15) business days of receipt of a final, complete application. 3.1.9 Issuance of appropriate tax forms to any grant recipient when any grant is classified as taxable income. 3.1.10 A separate fund account on Contractor’s books and records for Program records under which will be recorded receipts from County restricted to the Program and out of which grants to recipients will be recorded, all in a manner to provide County with a record of the transactions of the Program. 3.1.11 Collection and retention of all required documents from grantees; assessment of reports for deficiencies and contact businesses to have these deficiencies remedied. All records received by Contractor for the Program will be provided to County no later than January 15, 2021. 3.1.12 Any funds not disbursed by Contractor by August 31, 2020, unless such date is extended by a writing signed by both Parties, shall be returned to County not later than September 30, 2020. Similarly, if any grantee fails 3 to cash a check or otherwise returns funds to Contractor, such funds shall be returned to County not later than December 15, 2020. 3.1.13 A final report to County not later than December 15, 2020 reflecting all data required in 3.1.5. In addition, include information regarding any funds not disbursed or otherwise returned to and reverted to County. 3.1.14 Access for County and its auditors for not less than two (2) calendar years from the date of the report contemplated by section 3.1.13 to all records and materials retained by Contractor relating to the Program, with such access to be granted during normal business hours on reasonable notice of not less than forty-eight hours. 3.1.15 Provision for change to scope to meet requirements of any updated guidance from US Treasury, Inspector General or other required oversight associated with the CARES funds. 3.2 Contractor shall be responsible for insurance coverage and provide evidence of insurance coverage related to its services provided. 4.0 COUNTY RESPONSIBILITIES 4.1 County shall be responsible for the following: 4.1.1 Provide Program eligibility criteria. 4.1.2 The County Manager or his/her designee shall provide final approval of all recommended grant recipients following Contractor’s review of application submissions for compliance with Program criteria and completeness. 4.1.3 Provide timely payment of Contractor’s fee for services rendered. 4.1.4 Cooperate with Contractor’s requests for review of any review of an applicant’s factual assertions, location statistics, and similar items, in order to allow Contractor to maintain required timelines as set forth in this Agreement. 5.0 TERM 5.1 The Agreement shall be effective as of June 24, 2020, and it will expire on December 30, 2020. 6.0 AGREEMENT RENEWAL 6.1 The Agreement may be renewed by a written amendment signed by both Parties three (3) times for a period of three (3) months each. 7.0 ADMINISTRATIVE CHANGE ORDERS 7.1 County may make changes within the general scope or location of this Agreement through Administrative Change Orders approved and fully executed by the Parties. 7.2 Administrative Change Orders may modify the timeline of the activities if the last day of the timeline is within the Agreement Term. 8.0 AMENDMENTS 8.1 All Amendments to this Agreement shall be in writing and signed by authorized signers for both Parties. 9.0 TERMINATION 9.1 The Parties may mutually terminate this Agreement after providing the appropriate notice, as defined in the following subsections. 4 9.2 Generally, termination shall become effective after at least thirty (30) calendar days prior written notice delivered by personal delivery or registered or certified mail, postage prepaid and return receipt requested, to the persons at the addresses set forth in the Notice section of this Agreement (“General Termination Notice”). 9.3 Separately, County has the right to terminate the Agreement upon twenty-four (24) hour notice when County determines that the health or welfare of County employees or Service Recipients are endangered or Contractor’s non-compliance jeopardizes funding source financial participation. Notice under this term shall occur in the same manner as required under Termination Notice, at Section 9.2, above. 9.4 Further, under A.R.S. § 38-511, County may cancel this Agreement at any time without penalty or further obligation within three years after execution of this Agreement if any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of that Party is, at any time while this Agreement or any extension of the Agreement is in effect, an employee or agent of any other party to the Agreement in any capacity or consultant to any other party of the Agreement with respect to the subject matter of the Agreement. Cancellation under A.R.S. § 35-511 is effective when written notice from County is received by Contractor, unless the notice specifies a later time (“Conflict Cancellation Notice”). Notice under this term shall occur in the same manner as required under Termination Notice at Section 9.2. Additionally, under A.R.S § 38-511, 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 County from any other Party to this Agreement arising as the result of this Agreement. 9.5 See also Section 11.0 (Availability of Funds) for additional termination provisions. 9.6 If not terminated or cancelled under one of the above terms, then this Agreement shall terminate upon the expiration of the Term of this Agreement. 10.0 FUNDING, INVOICING, AND PAYMENT 10.1 County will pay Contractor a rate not to exceed 1.9% of total Program awards; provided, however, the maximum fee to be paid to Contractor shall not exceed $500,000. 10.1.1 Upon approval of this contract, the County shall wire transfer $5,000,000 to the Contractor. Additional funds, up to the total Program amount of $22,500,000 will be transferred to the Contract on a mutually agreed upon schedule. 11.0 AVAILABILITY OF FUNDS 11.1 The provisions of this Agreement relating to the payment for services shall become effective when funds assigned for compensating Contractor, as provided herein, are actually available to County for disbursement. Notwithstanding any other provision in this Agreement, every payment obligation of the Parties under this Agreement is conditioned upon the availability of funds appropriated and allocated for the payment of such obligation. If funds are not appropriated, allocated and available or if the appropriation is changed by the appropriating body resulting in funds no longer being available for the continuance of this Agreement, this Agreement may be terminated by the affected Party or any other affected agency of County or state at the end of the period for which funds are available. No liability shall accrue to the affected Party or any other affected agency of County or state in the event this provision is exercised, and neither the affected Party nor any other affected agency of County or state shall be obligated 5 or liable for any future payments or for any damages due to termination under this paragraph. 11.2 County shall be the sole authority in determining the availability of funds under this Agreement and County shall keep Contractor fully informed as to the availability of funds. 11.3 If any action is taken by any state agency, federal department or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligation under, or in connection with this agreement, then County may amend, suspend, decrease or terminate its obligations under or in connection with this Agreement. In the event of termination, County shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services performed are in accordance with the provisions of this Agreement. County shall give written notice of the effective date of any suspension, amendment, or termination under this section at least ten (10) calendar days in advance. 12.0 RIGHTS IN DATA 12.1 The Parties shall have the use of all project data and reports resulting from this Agreement without cost or other restriction, except as otherwise provided by law or applicable regulation. Each Party shall supply to the other Party, upon request, any available information that is relevant to this Agreement and to the performance hereunder. 13.0 AGREEMENT COMPLIANCE MONITORING 13.1 County shall monitor Contractor's compliance with, and performance under, the terms and conditions of this Agreement. On-site visits for compliance monitoring may be made by County and/or its grantor agencies at any time during Contractor's normal business hours, announced or unannounced. During an on- site visit, Contractor shall make all of its records and accounts related to work performed and services provided under this Agreement available to County for inspection and copying. 14.0 AUDIT REQUIREMENTS 14.1 In accordance with A.R.S. § 11-624, Contractor shall, at its own expense, file with County, either: 14.1.1 Audited financial statements prepared in accordance with federal single audit requirements; or, 14.1.2 Financial statements prepared in accordance with generally accepted accounting principles audited by an independent certified public accountant. 15.0 NOTICES For Maricopa County: Lee Ann Bohn, Assistant County Manager 301 W. Jefferson St., 9th Floor Phoenix, AZ 85003 602-372-7020 LeeAnn.Bohn@maricopa.gov For The Arizona Community Foundation, Inc.: 16.0 EMPLOYMENT DISCLAIMER 6 16.1 This Agreement is not intended to constitute, create, give rise to, or otherwise recognize a joint venture agreement, partnership, or other formal business association or organization of any kind between the Parties, and the rights and obligations of the Parties shall be only those expressly set forth in this Agreement. 16.2 Each Party agrees that no individual performing under this Agreement on behalf of the Party may be considered an agent, employee, or representative of the other Party, and that no rights reserved for a Party shall accrue to or apply to any such individual operating on behalf of the other Party. Each Party 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 each Party’s own agents, employees, or representatives. 17.0 SAFEGUARDING OF PARTICIPANT INFORMATION 17.1 Contractor shall observe and abide by all applicable State of Arizona and federal statues, rules and regulations regarding the use or disclosure of information including, but not limited to, information concerning applicants for and recipients of contracted services. To the extent permitted by law, Contractor shall release information to County, and to the Attorney’s General’s Office as required by the terms of this Agreement, by law or upon their request. 17.2 Contractor shall comply with the requirements of the Arizona Address Confidentiality Program, A.R.S. § 41-161 et. seq. County will advise Contractor as to applicable policies and procedures adopted for such compliance. 17.3 The use or disclosure by any Party of any information concerning an applicant for, or recipient of, services under this Agreement is directly limited to the conduct of this Agreement. Contractor and its agents shall safeguard the confidentiality of this information, just as Contractor would safeguard its own confidential information. Contractor shall include a clause to this effect in all subcontracts related to this Agreement. 18.0 INDEMNIFICATION 18.1 To the extent permitted by law, each Party (as “Indemnitor”) agrees to indemnify, defend, and hold harmless the other Party (as “Indemnitee”) from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney and expert fees) (“Claims”) arising out of bodily injury (including death) of any person or property damage, but only to the extent that such Claims, which result in vicarious/derivative liability to the Indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the Indemnitor and any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, and commissions. 18.2 Additionally, Contractor shall indemnify, defend, and hold harmless County and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, and commissions from and against all Claims either arising from or related to breach of this Agreement by Contractor and any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, and commissions. 19.0 INSURANCE 19.1 Contractor, shall and shall cause any of its subcontractors to purchase and maintain the minimum insurance stipulated in this Agreement from a company or 7 companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++6. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company that is or companies that are authorized to do business in the State of Arizona, provided that such insurance company is or companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County. 19.2 All insurance required under this Agreement shall be maintained in full force and effect until all work or service required to be performed under the terms of this Agreement is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this Agreement. 19.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 19.4 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect coverage afforded under the insurance policies to protect County. 19.5 The insurance policies may provide coverage that contains deductibles or self- insured retentions. Such deductible or self-insured retentions shall not be applicable with respect to the coverage provided to County under those 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. 19.6 County reserves the right to request and to receive, within ten (10) working days, certified copies of any or all of the insurance certificates required under this Agreement. County shall not be obligated to review policies or endorsements or to advise Contractor of any deficiencies in such policies and endorsements, and such receipt shall not relieve Contractor from, or be deemed a waiver of, County’s right to insist on strict fulfillment of Contractor’s obligations under this Agreement. 19.7 The insurance policies required by this Agreement, except Workers’ Compensation, shall name County and its agents, representatives, officers, officials, directors, employees, volunteers, departments, agencies, boards, committees, and commissions as Additional Insureds. 19.8 The policies required under this Agreement, except Workers’ Compensation, shall contain a waiver of transfer of rights of recovery (subrogation) against County, its agents, representatives, officers, officials, directors, employees, volunteers, departments, agencies, boards, committees, and commissions for any claims arising out of Contractor’s work or service. 19.9 Contractor’s policies shall stipulate that the insurance afforded Contractor shall be primary insurance and that any insurance carried by County and its agents, representatives, officers, officials, directors, employees, volunteers, departments, agencies, boards, committees, and commissions shall be excess and not contributory insurance, as provided by state (see A.R.S. § 41-621). 19.10 Coverage provided by Contractor shall not be limited to the liability assumed under the indemnification provisions of this Agreement. 19.11 Commercial General Liability: Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $2,000,000 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, 8 personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions that would serve to limit third party action over claims. There shall be no endorsements or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 19.12 Workers’ Compensation: 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 Agreement; 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. 19.13 Contractor waives all rights against County and its agents, representatives, officers, officials, directors, employees, volunteers, departments, agencies, boards, committees, and commissions 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 pursuant to this Agreement. 19.14 Commercial General Liability – Occurrence Form: Policy shall include bodily injury, property damage, and broad form contractual liability coverage. 19.15 Minimum Limits: General Aggregate $4,000,000 Each Occurrence Limit $2,000,000 19.16 Certificates of Insurance: Upon Agreement execution, Contractor shall furnish County with valid and complete certificates of insurance or formal endorsements as required by the Agreement, issued by Contractor’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Agreement are in full force and effect. Such certificates shall identify this Agreement number and title. 19.17 Prior to commencing work or services under this Agreement, Contractor shall have insurance in effect as required by the Agreement in the form provided by County, issued by Contractor’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Agreement are in full force and effect. Such certificates shall be made available to County upon ten (10) business days. BY SIGNING THE AGREEMENT PAGE THE CONTRACTOR AGREES TO THIS REQUIREMENT AND FAILURE TO MEET THIS REQUIREMENT WILL RESULT IN CANCELLATION OF AGREEMENT. 19.18 In the event any insurance policy(ies) required by this Agreement 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. 19.19 If a policy does expire during the life of the Agreement, a renewal certificate must be sent to County fifteen (15) days prior to the expiration date. 19.20 Cancellation and Expiration Notice: Insurance required herein shall not be permitted to expire, be canceled, or materially changed without thirty (30) days prior written notice to County. 19.21 If Contractor provides professional or semi-professional personal services under this agreement for which malpractice or professional liability coverage is available, such as medical, psychiatric, or legal services, Contractor shall carry minimum liability coverage of $2,000,000 each occurrence and provide County with proof of coverage. 9 19.22 Subcontractors: Contractor’s certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall furnish to Maricopa County separate certificates for each subcontractor. All coverages for subcontractors shall be subject to the minimum requirements identified above. 19.23 Approval: Any modification or variation from the insurance requirements in any Agreement must have prior approval from County whose decision shall be final. Such action will not require a formal Agreement amendment, but may be made by administrative action. 20.0 COMPLIANCE WITH APPLICABLE LAWS 20.1 Contractor shall comply with all applicable federal, state, and local laws, rules, regulations, executive orders, and court orders without limitation to those designated in this Agreement. 21.0 DRUG FREE WORKPLACE ACT 21.1 Contractor agrees to comply with the Drug-Free Workplace Act of 1988 (41 U.S.C. §§ 701, et seq.), which requires that Contractor and grantees of federal funds must certify that they will provide drug-free workplaces that comply with federal law. This certification is a precondition to receiving a grant or entering into this Agreement. 22.0 CLEAN AIR ACT & CLEAN WATER ACT 22.1 To the extent applicable, Contractor shall 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, et seq.) Executive Order 11738, and Environmental Protection Agency regulations (40 C.F.R. Part 15). 23.0 POLITICAL ACTIVITY PROHIBITED 23.1 None of the funds, materials, property or services contributed by County or Contractor under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office. 24.0 CERTIFICATION REGARDING DEBARMENT, SUSPENSION INELIGIBILITY AND VOLUNTARY EXCLUSION 24.1 The undersigned, by signing this Agreement, represents that he or she has the authority to bind Contractor to the terms of this Certification. Contractor certifies to the best of its knowledge and belief that it and its principals: 24.1.1 Are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any federal department or agency; 24.1.2 Have not within a 3-year period preceding the Agreement Start Date, 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 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; 24.1.3 Are not presently indicted or otherwise criminally or civilly charged by a governmental entity (federal, State, or local) with commission of any of the offenses enumerated in subparagraph 25.1.2 above (2) of this certification; 10 24.1.4 Have not, within a 3-year period preceding this Agreement, had one or more public transactions (federal, state, or local) terminated for cause or default; 24.1.5 Shall immediately notify County if, at any time during the term of this Agreement, it is debarred, suspended, declared ineligible, or voluntarily excluded from participation. County may pursue available remedies in the event of such occurrence, including immediate termination of this Agreement; and 24.1.6 Shall not enter into a subcontract or sub-recipient agreement with any person or organization that is debarred, suspended, declared ineligible, or voluntarily excluded from participation. County may pursue available remedies in the event of such occurrence, including immediate termination of this Agreement without liability. 24.1.7 Contractor shall include, without modification, this language of this Certification, in all agreements with sub-recipients and other sub(contractors); in all lower tier covered transactions, and in all solicitations for lower tier covered transactions in accordance with 45 C.F.R. Part 76. 24.1.8 If Contractor is not able to provide this Certification, an explanation as to why shall be immediately provided to County, Attention: Assistant Director Community Development Division, at the address set forth on the Notice section of this Agreement. 25.0 MINIMUM WAGE REQUIREMENTS 25.1 Contractor warrants that it shall pay all its employees who are performing work or providing services under 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, regulation, Executive Order 13658, or as required by Arizona law. 26.0 RECOGNITION OF COUNTY SUPPORT 26.1 Contractor shall give recognition to County and the funding source for its support when Contractor publishes materials or releases public information that is paid for in whole or in part with funds supporting the services under this Agreement. 27.0 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS 27.1 The Parties agree that this Agreement and employees working on this Agreement will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections 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; 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; and, 27.3 Contractor shall insert the substance of this clause, including this paragraph (3), in all subcontracts over the simplified acquisition threshold ($150,000 as of September 2013). 11 28.0 EQUAL EMPLOYMENT OPPORTUNITY 28.1 Contractor shall not discriminate against any employee or applicant for employment because of race, age, disability, color, religion, sex, sexual identity, gender identity, or national origin. Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, age, disability, color, religion, sex, sexual identity, gender identity 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, including apprenticeship. Contractor shall, to the extent such provisions apply, comply with Title VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et seq.); the Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); the Age Discrimination in Employment Act of 1967, as amended (29 U.S.C. §§ 621, et seq.); the Americans With Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.); and Executive Orders 11375 amending Executive Order 11246 and implementing regulations at 41 CFR part 60, as well as, Arizona Executive Order 2009-09, which mandates that all persons shall have equal access to employment opportunities. 29.0 DISABILITY REQUIREMENTS 29.1 Contractor agrees that any electronic or information technology offered under this Agreement shall comply with A.R.S. §§41-2532 and 2533 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. 30.0 RETENTION OF RECORDS 30.1 This provision applies to all financial and programmatic records, supporting document, statistical records, and other records of Contractor that are related to this Agreement. 30.2 The Parties shall retain all records relevant to this Agreement for six (6) years after expiration of this Agreement or after resolution of any audit, whichever is longer. County, federal, and State of Arizona auditors, and any other persons duly authorized by County, shall have full access to and the right to examine, copy, and make use of any and all of the records. 31.0 DISPOSAL OF PROPERTY 31.1 Upon termination of this Agreement, any property involved shall revert to the owner. 32.0 UNIFORM ADMINISTRATIVE REQUIREMENTS 32.1 By entering into this Agreement, 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 2 C.F.R. § 200, et seq. 12 32.1.1 This agreement between the Parties is a contractor agreement whereas Contractor will provide grant management services for County and will also disburse grant funding to entities approved by County. As defined under the Federal Governments Office of Management and Budget’s Uniform Guidance Section 200.330, The Arizona Community Foundation, Inc. is a contractor for County in this arrangement and will not be involved in the final decision-making with respect to the use of the federal funds, determining the grantees, and determining the amounts paid to the grantees. As a contractor, The Arizona Community Foundation, Inc. is not considered a subrecipient of the federal funding in this Agreement, and will have no obligation or responsibility for monitoring the use of these federally-funded grants. County will have oversight responsibility over the grantees. 33.0 IMMIGRATION LAWS AND REGULATIONS 33.1 Federal Immigration and Nationality Act 33.1.1 The Parties understand and acknowledge the applicability of the Immigration Reform and Control Act of 1986 (IRCA). The Parties agree to comply with the IRCA in performing under this Agreement and to permit the other Party to inspect personnel records to verify such compliance. 33.1.2 By entering into this Agreement, both Parties warrant 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. Both Parties shall obtain statements from their 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 Agreement. Both Parties 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. 33.1.3 The Parties may request verification of compliance for any employee or subcontractor performing work under the Agreement. Should either Party suspect or find that the other Party or any of its subcontractors are not in compliance, then the Party 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 and/or debarment of the other Party. All costs necessary to verify compliance are the responsibility of Contractor or its subcontractor. 33.2 Arizona Law: Contractor warrants that it is in compliance with A.R.S. § 41-4401 (e-verify requirements) and further acknowledges: 33.2.1 That Contractor and its 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; 33.2.2 That a breach of a warranty under subsection 1 above, shall be deemed a material breach of this Agreement and County may immediately terminate this Agreement without liability; 33.2.3 That County and any contracting government entity retains the legal right to inspect the papers and employment records of any Contractor or vendor’s employee who works on this Agreement to ensure that the contractor or vendor is complying with the warranty provided under subsection 1 above and that Contractor agrees to make all papers and 13 employment records of said employee(s) available during normal working hours in order to facilitate such an inspection. 34.0 SEVERABILITY 34.1 Any provision of this Agreement that is determined to be invalid, void, or illegal by a court shall in no way affect, impair or invalidate any other provision hereof, and the remaining provisions shall remain in full force and effect. 35.0 GOVERNING LAW 35.1 This Agreement is governed by the laws of the state of Arizona. Venue for any actions or lawsuits involving this Agreement will be in Maricopa County Superior Court or in the United States District Court for the District of Arizona, sitting in Phoenix, Arizona. 36.0 WRITTEN CERTIFICATION PURSUANT TO A.R.S. § 35-393.01 36.1 If Contractor engages in for-profit activity and has 10 or more employees, and if this Agreement has a value of $100,000 or more, then Contractor 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. IN WITNESS, the undersigned warrant they are authorized to execute this Agreement on behalf of each Party and that this Agreement is therefore binding on the Parties: APPROVED BY: The Arizona Community Foundation, Inc. APPROVED BY: MARICOPA COUNTY ______________________________ Title and Authorized Signature Date: __________________________ ____________________________________ Chairman, Board of Supervisors Date: __________________________ Attested To: _________________________________________ Fran McCarroll, Clerk of the Board Date This Agreement has been reviewed by the undersigned Attorney who has determined that is proper in form and within the power and authority granted under the laws of the State of Arizona. By: _____________________________________ Deputy County Attorney Date