240134-CONTRACT-PHOENIX RESCUE MISSION DBA PHOENIX GASPEL MISSION.PDF

CONTRACT HAND IN HAND OUTREACH AND
FLEXBILE FUNDING SERVICES 240134-RFP

This contract is entered into this 12"" day of June, 2024 by and between Maricopa County (“County”), a
political subdivision of the State of Arizona, and Phoenix Rescue Mission, an Arizona corporation
(Contractor) for the purchase of quick and effective street outreach services to people experiencing
homelessness or at risk of becoming homeless (Client) in Maricopa County (County) through the County’s
Hand in Hand program (Program).

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5.0

CONTRACT TERM

This contract is for a term of one year, beginning on the 1° day of July, 2024 and ending the 30"
day of June, 2025.

OPTION TO RENEW

The County may, at its option and with the concurrence of the Contractor, renew the term of this
contract up to a maximum of five additional years, (or at the County’s sole discretion, extend the
contract on a month-to-month basis for a maximum of six months after expiration). The Contractor
shall be notified in writing by the Office of Procurement Services of the County’s intention to renew
the contract term at least 60 calendar days prior to the expiration of the original contract term.

CONTRACT COMPLETION

In preparation for contract completion, the Contractor shall make all reasonable efforts for an
orderly transition of its duties and responsibilities to another provider and/or to the County. This
may include, but is not limited to, preparation of a transition plan and cooperation with the County
or other providers in the transition. The transition includes the transfer of all records and other data
in the possession, custody, or control of the Contractor that are required to be provided to the
County either by the terms of this agreement or as a matter of law. The provisions of this clause
shall survive the expiration or termination of this agreement.

PRICE ADJUSTMENTS

Any requests for reasonable price adjustments must be submitted 60 calendar days prior to
contract expiration. Requests for adjustment in cost of labor and/or materials must be supported
by appropriate documentation. The reasonableness of the request will be determined by comparing
the request with the Consumer Price Index or by performing a market survey. If County agrees to
the adjusted price terms, County shall issue written approval of the change and provide an updated
version of the contract. The new change shall not be in effect until the date stipulated on the
updated version of the contract.

PAYMENTS AND INVOICES
5.1 PAYMENTS

5.1.1. The Contractor shall be paid on a cost reimbursement basis for services performed
and work completed at the time of billing.

5.1.10

5.1.11

5.1.12

SERIAL 240134-RFP

The County will reimburse only for costs based on submitted, completed, and
proper documentation.

Funds shall be disbursed as repayment of costs for work performed on or after the
effective date of the Contract and before the expiration date of the contract.

Funding is contingent upon the availability of funds. If any action is taken by any
state, federal or any other agency or instrumentality to suspend, decrease, or
terminate its fiscal obligation under, or in connection with the Contract, the County
may amend, suspend, decrease, or terminate its obligations under or in connection
with the Contract. In the event of termination, the County shall disburse funds for
eligible expenses for work performed prior to the effective date of the termination.
The County shall give written notice of the effective date of any suspension,
amendment, or termination under this section at least ten calendar days in
advance.

County will reimburse the Contractor on a net zero (0) payments standard
regardless of payment standard selected at time of proposal.

The Contractor shall submit an invoice via email on or before the fifteen calendar
day of the month following the month, or portion thereof, service delivery was
provided. Invoicing not received within 45 days following the last day of the service
month may result in forfeiture of payment for services related to that invoicing
cycle.

Subject to the availability of funds, the department will, upon the date of receipt of
an accurate invoice and supporting documents enumerated in the Contract,
process and remit to the Contractor payment of service provision or work
performance.

Should there be a disallowance in an invoice, the invoice shall be processed for
the reduced amount. If the Contractor protests the amount or the reason for a
disallowance, the Contractor shall address their protest, in writing, with the
department. Should the Contractor and the department be unable to resolve the
protest, the department will forward the protest to the Maricopa County Office of
Procurement Services for resolution.

The Contractor shall ensure the final Program invoice shall be submitted no later
than the ninth business day of the month following the month services delivery was
provided to ensure payment is processed on a timely basis.

Cost Reimbursement

5.1.10.1 Contractor shall be reimbursed for only for costs that have been
approved as eligible costs by MCHSD.

Contractor may be reimbursed for costs for the scope of work (SOW) for street
outreach activities the contractor has provided.

In addition to costs as indicated, contractor may be reimbursed for the following
costs:

5.1.12.1 Contractor for time spent on outreach activities and SOW activities to
engage Clients for the purpose of providing immediate support,
intervention, and connections with homelessness assistance programs
and/or social services programs, related cell phone costs and
transportation costs (as indicated in the SOW) are eligible for

5.2

“SERIAL 240134-RFP

reimbursement, including phone costs for outreach that workers incur
while providing services:

5.1.12.2 Costs of activities to locate, identify, and build relationships with
unsheltered homeless people and engage them for the purpose of
providing immediate support, intervention

5.1.12.3 Costs related to connections with homeless assistance programs and/or
mainstream social services and housing programs

5.1.12.4 Contractor's transportation costs including costs of travel by outreach
workers, social workers, medical professionals, or other service
providers while providing services in the SOW and as per Exhibit C
Office of Procurement Services Contactor Travel and Per Diem Policy
and including costs for transporting unsheltered people to emergency
shelters or other service facilities. Eligible Transportation Costs include:

5.1.12.4.1. Reimbursement for purchasing or leasing a_ vehicle
(including tax) used exclusively for the contractor to
transport staff for SOW activities (including Client
transportation)

5.1.12.4.2 Reimbursement for cost of gas, insurance, and
maintenance for the vehicle as per Exhibit C - Office of
Procurement Services Contractor and Travel and Per Diem
Policy

5.1.12.4.3 Travel costs associated with contractor staff accompanying
or assisting Clients using public transportation or ride share.

INVOICES

5.2.1

§.2.2

5.2.3

5.2.4

5.2.5

5.2.6

Contractor shall request monthly reimbursement using the invoice template
provided by MCHSD.

The contractor shall submit one legible copy of their detailed invoice before
payment(s) will be made. Incomplete invoices will not be processed.

Problems regarding billing or invoicing shall be directed to the department as listed
on the purchase order.

Payment shall only be made to the contractor by Accounts Payable through the
Maricopa County Vendor Express Payment Program. This is an electronic funds
transfer (EFT) process. After contract award, the contractor shall complete the
Vendor Registration Form that is accessible from the County Department of
Finance Vendor Registration Website https://www.maricopa.gow/5169/Vendor-
Information.

Discounts offered in the contract shall be calculated based on the date a properly
completed invoice is received by the County.

EFT payments to the routing and account numbers designated by the contractor
shall include the details on the specific invoices that the payment covers. The
contractor is required to discuss remittance delivery capabilities with their
designated financial institution for access to those details.

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APPLICABLE TAXES

6.1

6.2

6.3

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.

The County will look at the price or offer submitted and will not deduct, add, or alter pricing
based on speculation or application of any taxes, nor will the County provide Contractor
any advice or guidance regarding taxes. If you have questions regarding your tax liability,
seek advice from a tax professional prior to submitting your bid. You may also find
information at https://www.azdor.gov/Business.aspx. Once your bid is submitted, the offer
is valid for the time specified in this solicitation, regardless of mistake or omission of tax
liability. If the County finds overpayment of a project due to tax consideration that was not
due, the Contractor will be liable to the County for that amount, and by contracting with the
County agrees to remit any overpayments back to the County for miscalculations on taxes
included in a bid price.

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 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).

AVAILABILITY OF FUNDS

7.1

7.2

The provisions of this contract relating to payment for services shall become effective when
funds assigned for the purpose of compensating the Contractor as herein provided are
actually available to County for disbursement. The County shall be the sole judge and
authority in determining the availability of funds under this contract. County shall keep the
Contractor fully informed as to the availability of funds.

If any action is taken by, any State agency, Federal department, or any other agency or
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in
connection with, this contract, County may amend, suspend, decrease, or terminate its
obligations under, or in connection with, this contract. In the event of termination, County
shall be liable for payment only for services rendered prior to the effective date of the
termination, provided that such services are performed in accordance with the provisions
of this contract. County shall give written notice of the effective date of any suspension,
amendment, or termination under this section, at least 10 days in advance.

STRATEGIC ALLIANCE for VOLUME EXPENDITURES (SAVE)

The County is a member of the SAVE cooperative purchasing group. SAVE includes the State of
Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts.
Under the SAVE Cooperative Purchasing Agreement, and with the concurrence of the successful
respondent under this solicitation, a member of SAVE may access a contract resulting from a
solicitation issued by the County. If contractor does not want to grant such access to a member of
SAVE, state so in contractor's bid. In the absence of a statement to the contrary, the County will
assume that contractor does wish to grant access to any contract that may result from this bid. The
County assumes no responsibility for any purchases by using entities.

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INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPAs)

County currently holds ICPAs with numerous governmental entities. These agreements allow those
entities, with the approval of the Contractor, to purchase their requirements under the terms and
conditions of the County contract. It is the responsibility of the non-County government entity to
perform its own due diligence on the acceptability of the contract under its applicable procurement
rules, processes, and procedures. Certain governmental agencies may not require an ICPA and
may utilize this contract if it meets their individual requirements. Other governmental agencies may
enter into a separate Statement of Work with the Contractor to meet their own requirements. The
County is nota party to any uses of this contract by other governmental entities.

DUTIES

10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

The Contractor shall perform all duties stated in Exhibit B— SOW or as otherwise
directed in writing by the procurement officer.

Contractor shall abide by policies and procedures developed by Maricopa County for the
Program in the provision of Street Outreach services.

Contractor is required to use a County-approved referral platform for receiving requests
for services.

Contractor shall provide program services for the purpose of making homelessness rare,
brief, and non-recurring. Contractor shall work directly with MCHSD to provide the following
Street Outreach Program deliverables for the Program:

10.4.1 Implement Program strategy and planning, and training for contractor staff
administering street outreach.

10.4.2 Follow MCHSD Hand in Hand Program policies and procedures (provided after
award to awarded contractors).

10.4.3. Implement street outreach activities to the literally homeless as defined by the
United States Department of Housing and Human Development (HUD)

10.4.4 MCHSD will provide directions to contractors regarding locations to be visited
within their geographic area(s) of services and the frequency to do so.

10.4.5 Have ongoing contact with Clients to help ensure housing stability.

Contractor shall offer street outreach activities for a minimum of seven days per week,
eight hours per day

Contractor shall have the ability to maintain ongoing contact with Clients.

Street outreach services offered by the contractor must include outreach activities,
engagement activities, and case management services.

Street outreach activities shall include, but not be limited to, the following:
10.8.1 Activities designed to meet the immediate needs of people by connecting them
with emergency shelter, housing, or critical services, and providing them with

urgent, non-facility-based care.

10.8.2 Collaboration with homelessness service agencies and other local partners to
coordinate services for Clients.

10.8.3

10.8.4

10.8.5

10.8.6

SERIAL 240134-RFP

Participation in HMIS: The recipient must ensure data on all persons served, and
all activities under this Program are entered into HMIS in accordance with the local
HMIS standards on data collection. Outreach staff must enter latitude and
longitude in HMIS.

Utilization of the Continuum of Care (COC) Community Adopted Best practices as
a guide for core competencies and _ service’ delivery (see

https://azmag.gov/Programs/Homelessness/Resources-and-Trainings/Policies-
Manuals).

Engagement Activities

10.8.5.1 Contractor shall locate, identify, and build relationships with individuals
or families living in unsheltered settings and shall provide immediate
support, intervention, and connections with homeless assistance
programs or mainstream social services and housing programs.

10.8.5.2 Contractor's engagement activities shall include the following:

10.8.5.2.1 Make an initial assessment of needs and eligibility (Client
meets the HUD definition of literally homeless

10.8.5.2.2 Provide crisis counseling

10.8.5.2.3 Address urgent physical needs, such as providing meals,
blankets, clothes, or toiletries

10.8.5.2.4 Actively connect and provide information and referrals
through:

10.8.5.2.4.1 Programs targeted to assist homeless people

10.8.5.2.4.2Mainstream social services and housing
programs, including those for emergency
shelter, transitional housing, community-based
services, permanent supportive housing, and
rapid re-housing programs

Transportation Services

10.8.6.1 Contractor shall provide transportation services, including travel by
outreach workers, social workers, medical professionals, or other
service providers.

10.8.6.1.1 Contractor shall, as needed, accompany Clients for
outreach services via public transportation or ride share,
and/or may provide transportation for staff to provide
services and/or accompany Clients.

10.8.6.1.2 See transportation costs that are eligible for reimbursement
under section 5.1.10 Cost Reimbursement, including:

10.8.6.1.2.1Costs for staff to accompany Clients for
services

10.8.6.1.2.2 Costs for purchasing or leasing vehicle for the
transport of staff and Clients in order to provide
services to Clients

SERIAL 240134-RFP

10.8.7 Case Management

10.8.7.1 Contractor shall provide case management, assessing housing and
service needs, and arranging, coordinating, and monitoring the delivery
of individualized services, such as:
10.8.7.1.1 Using coordinated entry

10.8.7.1.2 Conducting the initial evaluation, including verifying and
documenting eligibility

10.8.7.1.3 Developing, securing, and coordinating services
10.8.7.1.4 Counseling

10.8.7.1.5 Obtaining federal, State, and local benefits

10.8.7.1.6 Monitoring and evaluating Program contractor progress
10.8.7.1.7 Providing information and referrals to other providers

10.8.7.1.8 Developing an individualized housing and service plan,
including planning a path to permanent housing stability

10.8.8 Client eligibility for Street Outreach services:

10.8.8.1 A Client must be actively experiencing literal homelessness as per the
HUD definition and within the designated areas

10.8.8.2 Clients may be referred by MCHSD or MCHSD-designee in addition to
Clients determined to be eligible by the contractor

11.0 TERMS AND CONDITIONS

11.1. INDEMNIFICATION

11.1.1

11.1.2

To the fullest extent permitted by law, and to the extent that claims, damages,
losses, or expenses are not covered and paid by insurance purchased by the
contractor, the contractor shall defend, indemnify, and hold harmless the County
(as Owner), its agents, representatives, officers, directors, officials, and employees
from and against all claims, damages, losses, and expenses (including, but not
limited to attorneys' fees, court costs, expert witness fees, and the costs and
attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted
from, the negligent acts, errors, omissions, or mistakes of the contractor, a
subcontractor, anyone directly or indirectly employed by them, or anyone for
whose acts they may be liable relating to the performance of this contract.

Contractor's duty to defend, indemnify, and hold harmless the County, its agents,
representatives, officers, directors, officials, and employees shall arise in
connection with any claim, damage, loss, or expense that is attributable to bodily
injury, sickness, disease, death, or injury to, impairment of, or destruction of
tangible property, including loss of use resulting therefrom, caused by negligent
acts, errors, omissions, or mistakes in the performance of this contract, but only to
the extent caused by the negligent acts or omissions of the contractor, a
subcontractor, anyone directly or indirectly employed by them, or anyone for
whose acts they may be liable, regardless of whether or not such claim, damage,
loss, or expense is caused in part by a party indemnified hereunder.

11.1.3

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SERIAL 240134-RFP

The amount and type of insurance coverage requirements set forth herein will in
no way be construed as limiting the scope of the indemnity in this section.

The scope of this indemnification does not extend to the sole negligence of County.

INSURANCE

11.2.1

11.2.2

11.2.3

11.2.4

11.2.5

11.2.6

11.2.7

11.2.8

11.2.9

Contractor, at Contractor’s own expense, shall purchase and maintain, at a
minimum, the herein stipulated insurance from a company or companies duly
licensed by the State of Arizona and possessing an AM Best, Inc. category rating
of B++. In lieu of State of Arizona licensing, the stipulated insurance may be
purchased from a company or companies, which are authorized to do business in
the State of Arizona, provided that said insurance companies meet the approval of
County. The form of any insurance policies and forms must be acceptable to
County.

All insurance required herein shall be maintained in full force and effect until all
work or service required to be performed under the terms of the contract is
satisfactorily completed and formally accepted. Failure to do so may, at the sole
discretion of County, constitute a material breach of this contract.

In the event that the insurance required is written on a claims-made basis,
Contractor warrants that any retroactive date under the policy shall precede the
effective date of this contract and either continuous coverage will be maintained,
or an extended discovery period will be exercised for a period of two years
beginning at the time work under this contract is completed.

Contractor's insurance shall be primary insurance as respects County, and any
insurance or self-insurance maintained by County shall not contribute to it.

Any failure to comply with the claim reporting provisions of the insurance policies
or any breach of an insurance policy warranty shall not affect the County’s right to
coverage afforded under the insurance policies.

The insurance policies may provide coverage that contains deductibles or self-
insured retentions. Such deductible and/or self-insured retentions shall not be
applicable with respect to the coverage provided to County under such policies.
Contractor shall be solely responsible for the deductible and/or self-insured
retention and County, at its option, may require Contractor to secure payment of
such deductibles or self-insured retentions by a surety bond or an irrevocable and
unconditional letter of credit.

The insurance policies required by this contract, except Workers’ Compensation
and Errors and Omissions, shall name County, its agents, representatives, officers,
directors, officials, and employees as additional insureds.

The policies required hereunder, except Workers’ Compensation and Errors and
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation)
against County, its agents, representatives, officers, directors, officials, and
employees for any claims arising out of Contractor's work or service.

If available, the insurance policies required by this contract may be combined with
Commercial Umbrella Insurance policies to meet the minimum limit requirements.
If a Commercial Umbrella insurance policy is utilized to meet insurance
requirements, the Certificate of Insurance shall indicate which lines the
Commercial Umbrella Insurance covers.

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11.2.9.3

11.2.9.4

SERIAL 240134-RFP
Commercial General Liability

Commercial General Liability (CGL) insurance and, if necessary,
Commercial Umbrella insurance with a limit of not less than $2,000,000
for each occurrence, $4,000,000 Products/Completed Operations
Aggregate, and $4,000,000 General Aggregate Limit. The policy shall
include coverage for premises liability, bodily injury, broad form property
damage, personal injury, products and completed operations and
blanket contractual coverage, and shall not contain any provisions which
would serve to limit third party action over claims. There shall be no
endorsement or modifications of the CGL limiting the scope of coverage
for liability arising from explosion, collapse, or underground property
damage.

Automobile Liability

Commercial/Business Automobile Liability insurance with a combined
single limit for bodily injury and property damage of not less than
$2,000,000 each occurrence with respect to any of the Contractor's
owned, hired, and non-owned vehicles assigned to or used in
performance of the Contractor’s work or services or use or maintenance
of the premises under this contract.

Workers’ Compensation

11.2.9.3.1 Workers’ compensation insurance to cover obligations
imposed by Federal and State statutes having jurisdiction of
Contractor's employees engaged in the performance of the
work or services under this contract; and Employer's
Liability insurance of not less than $1,000,000 for each
accident, $1,000,000 disease for each employee, and
$1,000,000 disease policy limit.

11.2.9.3.2 Contractor, its subcontractors, and sub-subcontractors
waive all rights against this contract and its agents, officers,
directors, and employees for recovery of damages to the
extent these damages are covered by the workers’
compensation and Employer's Liability or Commercial
Umbrella Liability insurance obtained by Contractor, its
subcontractors, and its sub-subcontractors pursuant to this
contract.

Sexual Molestation and Physical Abuse

The policy shall be endorsed to include coverage for sexual molestation
and physical abuse at limits not less than $2,000,000.00 per occurrence
and $4,000,000.00 aggregate. These limits may be included within a
General Liability policy, Professional Liability policy or provided by
separate endorsement with its own limits as required. Contractor must
provide the following statement on their Certificate(s) of Insurance:
“Sexual molestation and physical abuse coverage is included.”
Policies/certificates stating that “Sexual molestation and physical abuse
coverage is not excluded” do not meet this requirement.

SERIAL 240134-RFP

11.2.10 Certificates of Insurance

11.2.11

11.2.10.1 Prior to contract award, Contractor shall furnish the County with valid
and complete Certificates of Insurance, or formal endorsements as
required by the contract in the form provided by the County, issued by
Contractor's insurer(s), as evidence that policies providing the required
coverage, conditions and limits required by this contract are in full force
and effect. Such certificates shall identify this contract number and title.

11.2.10.2 In the event any insurance policy(ies) required by this contract is (are)
written on a claims-made basis, coverage shall extend for two years past
completion and acceptance of Contractor's work or services and as
evidenced by annual certificates of insurance.

11.2.10.3 Ifa policy does expire during the life of the Contract, a renewal certificate
must be sent to County 15 calendar days prior to the expiration date.

11.2.10.4 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

Cancellation and Expiration Notice

Applicable to all insurance policies required within the insurance requirements of
this contract, Contractors insurance shall not be permitted to expire, be
suspended, be canceled, or be materially changed for any reason without 30 days
prior written notice to Maricopa County. Contractor must provide to Maricopa
County, within two business days of receipt, if they receive notice of a policy that
has been or will be suspended, canceled, materially changed for any reason, has
expired, or will be expiring. Such notice shall be sent directly to Maricopa County
Office of Procurement Services and shall be mailed, or hand delivered to 301 W.
Jefferson, Suite 700, Phoenix, AZ 85003, or emailed to the procurement officer
noted in the solicitation.

11.3. FORCE MAJEURE

11.3.1

11.3.2

Neither party shall be liable for failure of performance, nor incur any liability to the
other party on account of any loss or damage resulting from any delay or failure to
perform all or any part of this contract, if such delay or failure is caused by events,
occurrences, or causes beyond the reasonable control and without negligence of
the parties. Such events, occurrences, or causes include, but are not limited to,
acts of God/nature (including fire, flood, earthquake, storm, hurricane, or other
natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is
declared or not), civil war, riots, rebellion, revolution, insurrection, military or
usurped power or confiscation, terrorist activities, nationalization, government
sanction, lockout, blockage, embargo, labor dispute, strike, and interruption or
failure of electricity or telecommunication service, and pandemic.

Each party, as applicable, shall give the other party notice of its inability to perform
and particulars in reasonable detail of the cause of the inability. Each party must
use best efforts to remedy the situation and remove, as soon as practicable, the
cause of its inability to perform or comply.

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11.3.3 The party asserting Force Majeure as a cause for non-performance shall have the
burden of proving that reasonable steps were taken to minimize delay or damages
caused by foreseeable events, that all non-excused obligations were substantially
fulfilled, and that the other party was timely notified of the likelihood or actual
occurrence which would justify such an assertion, so that other prudent
precautions could be contemplated.

ORDERING AUTHORITY

Any request for purchase shall be accompanied by a valid purchase order issued by a
County department or directed by a Certified Agency Procurement Aid (CAPA) with a
purchase card for payment.

PROCUREMENT CARD ORDERING CAPABILITY

County may opt to use a procurement card (Visa or Master Card) to make payment for
orders under this contract.

NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION

This contract does not guarantee any minimum or maximum purchases will be made.
Orders will only be placed under this contract when the County identifies a need and proper
authorization and documentation have been approved.

PURCHASE ORDERS

11.7.1 County reserves the right to cancel purchase orders within a reasonable period of
time after issuance. Should a purchase order be canceled, the County agrees to
reimburse the Contractor for actual and documentable costs incurred by the
Contractor in response to the purchase order. The County will not reimburse the
Contractor for any costs incurred after receipt of County notice of cancellation, or
for lost profits, or for shipment of product prior to issuance of purchase order.

11.7.2 Contractor agrees to accept verbal notification of cancellation of purchase orders
from the County procurement officer with written notification to follow. Contractor
specifically acknowledges to be bound by this cancellation policy.

BACKGROUND CHECK

Respondents may be required to pass multiple background checks (e.g. Sheriffs Office,
County Attorney's Office, Courts, as well as Maricopa County general government) to
determine if the respondent is acceptable to do business with the County. This applies to,
but is not limited to, the company, subcontractors, and employees, and the failure to pass
these checks shall deem the respondent non-responsible.

SUSPENSION OF WORK

The procurement officer may order the Contractor, in writing, to suspend, delay, or interrupt
all or any part of the work of this contract for the period of time that the procurement officer
determines appropriate for the convenience of the County. No adjustment shall be made
under this clause for any suspension, delay, or interruption to the extent that performance
would have been so suspended, delayed, or interrupted by any other cause, including the
fault or negligence of the Contractor. No request for adjustment under this clause shall be
granted unless the claim, in an amount stated, is asserted in writing as soon as practicable
after the termination of the suspension, delay, or interruption, but not later than the date of
final payment under the contract.

11.10

11.11

141.12:

11.13

11.14

SERIAL 240134-RFP
STOP WORK ORDER

11.10.1 The procurement officer may, at any time, by written order to the Contractor,
require the Contractor to stop all, or any part, of the work called for by this contract
for a period of 90 calendar days after the order is delivered to the Contractor, and
for any further period to which the parties may agree. The order shall be specifically
identified as a stop work order issued under this clause. Upon receipt of the order,
the Contractor shall immediately comply with its terms and take all reasonable
steps to minimize the incurrence of costs allocable to the work covered by the order
during the period of work stoppage. Within a period of 90 calendar days after a
stop work order is delivered to the Contractor, or within any extension of that period
to which the parties shall have agreed, the procurement officer shall either:

11.10.1.1 cancel the stop work order; or

11.10.1.2 terminate the work covered by the order as provided in the Termination
for Default or the Termination for Convenience clause of this contract.

11.10.1.3 The procurement officer may make an equitable adjustment in the
delivery schedule and/or contract price, and the contract shall be
modified, in writing, accordingly, if the Contractor demonstrates that the
stop work order resulted in an increase in costs to the Contractor

TERMINATION FOR CONVENIENCE

Maricopa County may terminate the resultant contract for convenience by providing 60
calendar days advance notice to the Contractor.

TERMINATION FOR DEFAULT

11.12.1 The County may, by written Notice of Default to the Contractor, terminate this
contract in whole or in part if the Contractor fails to:

11.12.1.1 deliver the supplies or to perform the services within the time specified
in this contract or any extension;

11.12.1.2 make progress, so as to endanger performance of this contract; or
11.12.1.3 perform any of the other provisions of this contract.

11.12.2 The County’s right to terminate this contract under these subparagraphs may be
exercised if the Contractor does not cure such failure within 10 business days (or
more if authorized in writing by the County) after receipt of a Notice to Cure from
the procurement officer specifying the failure.

PERFORMANCE

It shall be the Contractor's responsibility to meet the proposed performance requirements.

Maricopa County reserves the right to obtain services on the open market in the event the

Contractor fails to perform, and any price differential will be charged against the Contractor.

CONTRACTOR EMPLOYEE MANAGEMENT

11.14.1 Contractor shall endeavor to maintain the personnel proposed in their proposal
throughout the performance of this contract.

11.14.2 If Contractor personnel’s employment status changes, Contractor shall provide
County a list of proposed replacements with equivalent or greater experience.

SERIAL 240134-RFP

11.14.3 Under no circumstances shall the implementation schedule to be impacted by a
personnel change on the part of the Contractor.

11.14.4 Contractor shall not reassign any key personnel identified in their proposal without
the express consent of the County.

11.14.5 County reserves the right to immediately remove from its premises any Contractor
personnel it determines to be a risk to County operations.

11.14.6 County reserves the right to request the replacement of any Contractor personnel
at any time, for any reason.

11.15 WARRANTY OF SERVICES

11.15.1 The Contractor warrants that all services provided hereunder will conform to the
requirements of the contract, including all descriptions, specifications, and
attachments made a part of this contract. County’s acceptance of services or
goods provided by the Contractor shall not relieve the Contractor from its
obligations under this warranty.

11.15.2 In addition to its other remedies, County may, at the Contractor's expense, require
prompt correction of any services failing to meet the Contractor's warranty herein.
Services corrected by the Contractor shall be subject to all the provisions of this
contract in the manner and to the same extent as services originally furnished
hereunder.

11.16 INSPECTION OF SERVICES

11.16.1 The Contractor shall provide and maintain an inspection system acceptable to
County covering the services under this contract. Complete records of all
inspection work performed by the Contractor shall be maintained and made
available to County during contract performance and for as long afterwards as the
contract requires.

11.16.2 County has the right to inspect and test all services called for by the contract, to
the extent practicable at all times and places during the term of the contract.
County shall perform inspections and tests in a manner that will not unduly delay
the work.

11.16.3 If any of the services do not conform to contract requirements, County may require
the Contractor to perform the services again in conformity with contract
requirements, at no cost to the County. When the defects in services cannot be
corrected by re-performance, County may:

11.16.3.1 require the Contractor to take necessary action to ensure that future
performance conforms to contract requirements; and

11.16.3.2 reduce the contract price to reflect the reduced value of the services
performed.

11.16.4 If the Contractor fails to promptly perform the services again or to take the
necessary action to ensure future performance in conformity with contract
requirements, County may:

11.16.4.1 by contract or otherwise, perform the services and charge to the
Contractor, through direct billing or through payment reduction, any cost
incurred by County that is directly related to the performance of such
service; or

11.17

11.18

11.19

11.20

11.21

11.22

SERIAL 240134-RFP
11.16.4.2 terminate the contract for default.
USAGE REPORT

The Contractor shall furnish the County a usage report, upon request, delineating the
acquisition activity governed by the contract. The format of the report shall be approved by
the County and shall disclose the quantity and dollar value of each contract item by
individual unit of measure.

STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST

Notice is given that, pursuant to A.R.S. § 38-511, the County may cancel any contract
without penalty or further obligation within three years after execution of the contract, if any
person significantly involved in initiating, negotiating, securing, drafting, or creating the
contract on behalf of the County is at any time, while the contract or any extension of the
contract is in effect, an employee or agent of any other party to the contract in any capacity
or consultant to any other party of the contract with respect to the subject matter of the
contract. Additionally, pursuant to A.R.S. § 38-511, the County may recoup any fee or
commission paid or due to any person significantly involved in initiating, negotiating,
securing, drafting, or creating the contract on behalf of the County from any other party to
the contract arising as the result of the contract.

OFFSET FOR DAMAGES

In addition to all other remedies at Law or Equity, the County may offset from any money
due to the Contractor any amounts Contractor owes to the County for damages resulting
from breach or deficiencies in performance of the contract.

SUBCONTRACTING

11.20.1 The Contractor may not assign to another Contractor or subcontract to another
party for performance of the terms and conditions hereof without the written
consent of the County. All correspondence authorizing subcontracting must
reference the bid serial number and identify the job or project.

11.20.2 The subcontractor’s rate for the job shall not exceed that of the prime Contractor's
rate, as bid in the pricing section, unless the prime Contractor is willing to absorb
any higher rates. The subcontractor’s invoice shall be invoiced directly to the prime
Contractor, who in turn shall pass-through the costs to the County, without mark-
up. A copy of the subcontractor’s invoice must accompany the prime Contractor's
invoice.

AMENDMENTS

All amendments to this contract shall be in writing and approved/signed by both parties.
Maricopa County Office of Procurement Services shall be responsible for approving all
amendments for Maricopa County.

ADDITIONS/DELETIONS OF REQUIREMENTS

The County reserves the right to add and/or delete materials and services to a contract. If
a service requirement is deleted, payment to the Contractor will be reduced proportionately,
to the amount of service reduced in accordance with the bid price. If additional materials
or services are required from a contract, prices for such additions will be negotiated
between the Contractor and the County.

11.23

11.24

11.25

11.26

11.27

11.28

SERIAL 240134-RFP
RIGHTS IN DATA

11.23.1 The County shall have the use of data and reports resulting from a contract without
additional cost or other restriction except as may be established by law or
applicable regulation. Each party shall supply to the other party, upon request, any
available information that is relevant to a contract and to the performance
thereunder.

11.23.2 Data, records, reports, and all other information generated for the County by a third
party as the result of a contract are the property of the County and shall be provided
in a format designated by the County or shall be and remain accessible to the
County into perpetuity.

ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW

11.24.1 In accordance with Section MC1-372 of the Maricopa County Procurement Code,
the Contractor agrees to retain (physical or digital copies of) all books, records,
accounts, statements, reports, files, and other records and back-up documentation
relevant to this contract for six years after final payment or until after the resolution
of any audit questions, which could be more than six years, whichever is longest.
The County, Federal or State auditors and any other persons duly authorized by
the department shall have full access to and the right to examine, copy, and make
use of, any and all said materials.

11.24.2 If the Contractor’s books, records, accounts, statements, reports, files, and other
records and back-up documentation relevant to this contract are not sufficient to
support and document that requested services were provided, the Contractor shall
reimburse Maricopa County for the services not so adequately supported and
documented.

AUDIT DISALLOWANCES

If at any time it is determined by the County that a cost for which payment has been made
is a disallowed cost, the County shall notify the Contractor in writing of the disallowance.
The course of action to address the disallowance shall be at sole discretion of the County,
and may include either an adjustment to future invoices, request for credit, request for a
check, or a deduction from current invoices submitted by the Contractor equal to the
amount of the disallowance, or to require reimbursement forthwith of the disallowed amount
by the Contractor by issuing a check payable to Maricopa County.

STRICT COMPLIANCE

Acceptance by County of a performance that is not in strict compliance with the terms of
the contract shall not be deemed to be a waiver of strict compliance with respect to all other
terms of the contract.

VALIDITY

The invalidity, in whole or in part, of any provision of this contract shall not void or affect
the validity of any other provision of the contract.

SEVERABILITY

The removal, in whole or in part, of any provision of this contract shall not void or affect the
validity of any other provision of this contract.

11.29

11.30

11.31

11.32

SERIAL 240134-RFP
RELATIONSHIPS

11.29.1 In the performance of the services described herein, the Contractor shall act solely
as an independent Contractor, and nothing herein or implied herein shall at any
time be construed as to create the relationship of employer and employee, co-
employee, partnership, principal and agent, or joint venture between the County
and the Contractor.

11.29.2 The County reserves the right of final approval on proposed staff. Also, upon
request by the County, the Contractor will be required to remove any employees
working on County projects and substitute personnel based on the discretion of
the County within two business days, unless a different time period was previously
approved by the County.

NON-DISCRIMINATION

Contractor agrees to comply with all provisions and requirements of Arizona Executive
Order 2009-09, including flow down of all provisions and requirements to any
subcontractors. Executive Order 2009-09 supersedes Executive Order 99-4 and amends
Executive Order 75-5 and is hereby incorporated into this contract as if set forth in full
herein. During the performance of this contract, contractor shall not discriminate against
any employee, client, or any other individual in any way because of that person's age, race,
creed, color, religion, sex, disability, or national origin. (Arizona Executive Order 2009-09
can be viewed at https://apps.azsos.gov/public_services/register/2009/46/governor.pdf)

WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01

If vendor engages in for-profit activity and has 10 or more employees, and if this agreement
has a value of $100,000 or more, vendor certifies it is not currently engaged in, and agrees
for the duration of this agreement to not engage in, a boycott of goods or services from
Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 ora
regulation issued pursuant to 50 U.S.C. § 4842.

CERTIFICATION REGARDING DEBARMENT AND SUSPENSION

11.32.1 The undersigned (authorized official signing on behalf of the Contractor) certifies
to the best of his or her knowledge and belief that the Contractor, its current
officers, and directors:

11.32.1.1 are not presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from being awarded any
contract or grant by any United States department or agency or any
state, or local jurisdiction;

11.32.1.2 have not within a three-year period preceding this contract:

11.32.1.2.1 been convicted of fraud or any criminal offense in
connection with obtaining, attempting to obtain, or as the
result of performing a government entity (Federal, State or
local) transaction or contract; or

11.32.1.2.2 been convicted of violation of any Federal or State antitrust
statutes or conviction for embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false
statements, or receiving stolen property regarding a
government entity transaction or contract;

11.33

SERIAL 240134-RFP

11.32.1.3 are not presently indicted or criminally charged by a government entity
(Federal, State or local) with commission of any criminal offenses in
connection with obtaining, attempting to obtain, or as the result of
performing a government entity public (Federal, State or local)
transaction or contract;

11.32.1.4 are not presently facing any civil charges from any governmental entity
regarding obtaining, attempting to obtain, or from performing any
governmental entity contract or other transaction; and

11.32.1.5 have not within a three-year period preceding this contract had any
public transaction (Federal, State or local) terminated for cause or
default.

11.32.2 If any of the above circumstances described in the paragraph are applicable to the

entity submitting a bid for this requirement, include with your bid an explanation of
the matter including any final resolution.

11.32.3 The Contractor shall include, without modification, this clause in all lower tier

covered transactions (i.e. transactions with subcontractors or sub-subcontractors)
and in all solicitations for lower tier covered transactions related to this contract. If
this clause is applicable to a subcontractor or sub-subcontractor, the Contractor
shall include the information required by this clause with their bid.

VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS

11.33.1 By entering into the contract, the Contractor warrants compliance with the

Immigration and Nationality Act (INA using E-Verify) and all other Federal
immigration laws and regulations related to the immigration status of its employees
and A.R.S. § 23-214(A). The Contractor shall obtain statements from its
subcontractors certifying compliance and shall furnish the statements to the
procurement officer upon request. These warranties shall remain in effect through
the term of the contract. The Contractor and its subcontractors shall also maintain
Employment Eligibility Verification forms (I-9) as required by the Immigration Reform
and Control Act of 1986, as amended from time to time, for all employees performing
work under the contract and verify employee compliance using the E-Verify system
and shall keep a record of the verification for the duration of the employee’s
employment or at least three years, whichever is longer. I-9 forms are available for
download at www.uscis.gov.

11.33.2 The County retains the legal right to inspect documents of Contractor and

subcontractor employees performing work under this contract to verify compliance
with paragraph 11.33.1 of this section. Contractor and subcontractor shall be given
reasonable notice of the County’s intent to inspect and shall make the documents
available at the time and date specified. Should the County suspect or find that the
Contractor or any of its subcontractors are not in compliance, the County will
consider this a material breach of the contract and may pursue any and all remedies
allowed by law, including, but not limited to: suspension of work, termination of the
contract for default, and suspension and/or debarment of the Contractor. All costs
necessary to verify compliance are the responsibility of the Contractor.

11.34 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO

INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS

11.34.1 The parties agree that this contract and employees working on this contract will be

subject to the Contractor employee whistleblower protections established by Title
41 U.S.C. § 4712 and Section 3.908 of the Federal Acquisition Regulation.

11.35

11.36

11.37

SERIAL 240134-RFP

11.34.2 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.

11.34.3 Contractor shall insert the substance of this clause, including this paragraph, in all
subcontracts over the simplified acquisition threshold ($250,000 as of fiscal year
2018).

CONTRACTOR LICENSE REQUIREMENT

The Contractor shall procure all permits, insurance, and licenses, and pay the charges and
fees necessary and incidental to the lawful conduct of his/her business, and as necessary
complete any requirements, by any and all governmental or non-governmental entities as
mandated to maintain compliance with and remain in good standing. The Contractor shall
keep fully informed of existing and future trade or industry requirements, and Federal,
State, and local laws, ordinances, and regulations which in any manner affect the fulfillment
of a contract and shall comply with the same. Contractor shall immediately notify both the
Office of Procurement Services and the department of any and all changes concerning
permits, insurance, or licenses.

INFLUENCE

11.36.1 As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort
to influence an employee or agent to breach the Maricopa County Ethical Code of
Conduct or any ethical conduct, may be grounds for disbarment or suspension
under MC1-902.

11.36.2 An attempt to influence includes, but is not limited to:

11.36.2.1 A person offering or providing a gratuity, gift, tip, present, donation,
money, entertainment or educational passes or tickets, or any type of
valuable contribution or subsidy that is offered or given with the intent to
influence a decision, obtain a contract, garner favorable treatment, or
gain favorable consideration of any kind.

11.36.3 If a person attempts to influence any employee or agent of Maricopa County, the
chief procurement officer, or his designee, reserves the right to seek any remedy
provided by the Maricopa County Procurement Code, any remedy in equity or in
the law, or any remedy provided by this contract.

CONFIDENTIAL INFORMATION

11.37.1 Any information obtained in the course of performing this contract may include
information that is proprietary or confidential to the County. This provision
establishes the Contractor's obligation regarding such information.

11.37.2 The Contractor shall establish and maintain procedures and controls that are
adequate to assure that no information contained in its records and/or obtained
from the County or from others in carrying out its functions (services) under the
contract shall be used by or disclosed by it, its agents, officers, or employees,
except as required to efficiently perform duties under the contract. The Contractor's
procedures and controls, ata minimum, must be the same procedures and controls
it uses to protect its own proprietary or confidential information. If, at any time
during the duration of the contract, the County determines that the procedures and
controls in place are not adequate, the Contractor shall institute any new and/or
additional measures requested by the County within 15 business days of the
written request to do so.

11.38

11.39

11.40

11.41

SERIAL 240134-RFP

11.37.3 Any requests to the Contractor for County proprietary or confidential information
shall be referred to the County for review and approval, prior to any dissemination.

PUBLIC RECORDS

Under Arizona law, all offers submitted and opened are public records and must be
retained by the County at the Maricopa County Office of Procurement Services. Offers shall
be open to public inspection and copying after contract award and execution, except for
such offers or sections thereof determined to contain proprietary or confidential information
by the Office of Procurement Services. If an offeror believes that information in its offer or
any resulting contract should not be released in response to a public record request, under
Arizona law, the offeror shall indicate the specific information deemed confidential or
proprietary and submit a statement with its offer detailing the reasons that the information
should not be disclosed. Such reasons shall include the specific harm or prejudice which
may arise from disclosure. The records manager of the Office of Procurement Services
shall determine whether the identified information is confidential pursuant to the Maricopa
County Procurement Code.

INTEGRATION

This contract represents the entire and integrated agreement between the parties and
supersedes all prior negotiations, proposals, communications, understandings,
representations, or agreements, whether oral or written, expressed, or implied.

GOVERNING LAW

This contract shall be governed by the laws of the State of Arizona. Venue for any actions
or lawsuits involving this contract will be in Maricopa County Superior Court, Phoenix,
Arizona.

FORCED LABOR

11.41.1 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.

11.41.2 Contractor certifies that it does not currently, and agrees for the duration of the
contract, that it will not use:

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

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

11.41.2.3 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.

11.41.3 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.

11.42

11.43

11.44

11.45

11.42

11.46

SERIAL 240134-RFP
PRICES

Contractor warrants that prices extended to County under this contract are no higher than
those paid by any other customer for these or similar services.

ORDER OF PRECEDENCE

In the event of a conflict in the provisions of this contract and Contractor’s license
agreement, if applicable, the terms of this contract shall prevail.

UNIQUE ENTITY IDENTIFIER (UEI) AND SYSTEM FOR AWARD MANAGEMENT
REGISTRATION

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.

RELIGIOUS ACTIVITIES

The contractor agrees that costs, planned or claimed, including costs incurred, shall not
include any expense for any religious activity.

POLITICAL ACTIVITY PROHIBITED

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.

EQUAL EMPLOYMENT OPPORTUNITY

11.46.1 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, including apprenticeship.

11.46.2 Contractor shall comply with the following provisions:

11.46.2.1 Title VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C.
§§ 2000a, et seq.);

11.46.2.2 The Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.);

11.46.2.3 The Age Discrimination in Employment Act of 1967, as amended
(29U.S.C. §§ 621, et seq.);

11.46.2.4 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.

11.46.2.5 Contractor understands that the United States has the right to seek
judicial enforcement of this assurance.