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220139-RFP Page 1 of 25 CONTRACT FOR FLEXIBLE FUNDING ACCOUNT SERVICES This Contract is entered into this 8 day of December 2021 by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and the Human Services Campus, Inc. referred to hereinafter as the “Subrecipient” for service delivery under Serial 220139- RFP. This contract is beginning on the 8th Day of December 2021 and ending the 30th day of June, 2024. The Subrecipient and the County are collectively referred to as the “Parties” and individually as a “Party.” The Parties, for and in consideration of the covenants and conditions set forth herein, shall provide and perform the services as set forth below. All rights and obligations of the Parties shall be governed by the terms of this Contract, including its Exhibits, Attachments, Appendices, and any Subcontracts or Amendments as set forth herein. This Contract was procured in accordance with the Maricopa County Procurement Code and contains all the terms and conditions agreed to by both Parties. No other understanding, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind the Parties. Nothing in this Contract shall be construed as consent to any lawsuit or waiver of any defense in any lawsuit brought against the State of Arizona, the County, or the Subrecipient, in any State or Federal Court nor shall the services being provided extend beyond the time required to satisfy the immediate needs of the County due to the current state of emergency. Legal notice under this Contract shall be given by personal delivery or by registered or certified mail, postage prepaid and return receipt requested, to the addresses set forth below. If the legal notice is personally delivered, it is deemed given and effective upon receipt by the Party to whom it is addressed. If the legal notice is mailed, it is deemed given and effective three (3) days after it is mailed by registered or certified mail. Notice to Subrecipient: Phone: Address: Notice to Department: Irma Guzman, Procurement Officer Phone: 602 506-8715 Address: 160 South 4th Avenue, Phoenix, AZ85003 220139-RFP FLEXIBLE FUNDING ACCOUNT SERVICES 1.0 INTENT 1.1 The Subrecipient shall provide the services identified in the Scope of Work. 1.2 The Contract shall be effective upon the date noted on page 1 of this Contract and shall be effective through June 30, 2024. 2.0 SCOPE OF WORK The Subrecipient shall be responsible for the implementation, and administration of the Flexible Funding Account Program to include: • SERVICE DELIVERY • EMPLOYEE MANAGEMENT • REPORTING REQUIREMENTS • PARTICIPANT RECORD KEEPING • CONFIDENTIALITY OF CLIENT INFORMATION • UNIFORM ADMINISTRATIVE REQUIREMENTS • FISCAL MANAGEMENT • PROGRAM MONITORING 2.1 SERVICE DELIVERY The Subrecipient will develop a process that provides the HSPs the ability to quickly submit a request for flexible funding of up to $2,500 per household per year to support individuals and/or families who were previously homeless to remain housed or to eliminate barriers to attaining housing. 2.1.1 Service Eligibility 2.1.1.1 All clients assisted must have an active entry in HMIS from March 2020 or later. 2.1.1.2 Flexible Spending Account funds must be for the purpose of clients to obtain or retain housing and/or eliminate barriers in obtaining or retaining housing. 2.1.1.3 HSPs must demonstrate that the flexible fund is the option of last resort or meets an immediate need that other funding sources are unable to cover. 2.1.2 The Subrecipient shall have policies, procedures, protocols, and/or other safeguards in place to ensure funds are provided for those purposes. 2.1.3 The Subrecipient is required to develop a standardized process or application for HSPs to complete when requesting Flexible Spending Account funds. 2.1.4 The Subrecipient will coordinate with the HSPs to develop the most efficient and effective way to provide the funds for activities that will help participants maintain or obtain stable housing. Examples of possible expenditures are outlined below: 2.1.4.1 Current and previous rent and utility arrears; 2.1.4.2 Personal items needed to obtain or sustain housing (furniture, appliances, clothing, etc.); 2.1.4.3 Legal fees for prior legal judgments or expunging legal judgements; 2.1.4.4 Vehicle repairs to prevent loss of employment; 220139-RFP 2.1.4.5 Housing search and placement; 2.1.4.6 Rental application fees (when charged by owner to all applicants); 2.1.4.7 Security deposits (no more than two month’s rent); 2.1.4.8 Rent for the last month of a lease agreement; 2.1.4.9 Utility deposits (when required by utility company for all customers); and/or 2.1.4.10 Moving and storage costs for up to three months (e.g. truck rental, moving company, storage unit). 2.1.5 The Subrecipient shall obtain adequate supporting documentation (established by their policies/procedures/protocols/other safeguards) and other information from HSPs as necessary to ensure funds will be used for specific allowable purposes. 2.1.6 The Subrecipient will ensure timely communication and respond to HSPs within (3) three business days of submitted inquires or questions. 2.1.7 The Subrecipient shall document and track reasoning/justification for denying a request for funding. 2.1.8 Application Processing Schedules: The Subrecipient shall process applications according to the following timelines: 2.1.8.1 The Subrecipient shall review client applications submitted by the HSP within two business days of submission. 2.1.8.2 The Subrecipient shall communicate and work with the HSP to resolve any application deficiencies or ineligible request not to exceed five business days of the original submission. 2.1.8.3 The Subrecipient shall pay the identified vendor of the service or item that was requested within 15 business days of the approved request for funds. Payments will NOT be made directly to clients. 2.1.8.4 The Subrecipient shall document all cases where application processing falls outside of the above timelines and document the reasons for going over that timeline. 2.1.9 Application Processing Timeliness: To ensure the Subrecipient processes applications in a timely manner the Subrecipient will have a tracking mechanism to record application processing steps. 2.1.10 Application Requirements: The Subrecipient shall require HSPs to provide at a minimum the HMIS number of clients and the invoices or documentation of requested flexible funding expense. 2.1.11 Equal Opportunity, Fair Housing, And Equal Access Rule: 2.1.11.1 Subrecipient shall ensure services deliver adheres to the following: Fair Housing Act (24 CFR 100); Executive Order 12259 (Equal Opportunity in Housing); Title VI of the Civil Rights Act of 1964 (24 CFR 1); Age Discrimination Act of 1975 (25 CFR 146); Section 504 of the Rehabilitation Act (24 CFR 8); Executive Order 11246 (Equal Employment Opportunity). In addition, Subrecipient must adhere to the accessibility standards of the Americans with Disabilities Act, The Fair Housing Act, and the Rehabilitation Act, as revised. More information can be found at: https://www.hud.gov/program_offices/fair_housing_equal_opp/fair_hou sing_rights_and_obligations. 220139-RFP 2.1.11.2 Subrecipient must have the capacity to provide equal access to Housing and Urban Development (HUD) programs regardless of sexual orientation or gender identity 24 CFR Parts 5, 200, 203, 236, 400, 570, 574, 882, 891, and 982. 2.2 EMPLOYEE MANAGEMENT Subrecipient shall ensure the following: 2.2.1 Background checks and fingerprint clearance cards must be obtained for all staff members who have direct contact with those experiencing homelessness. If a staff member, is unable to obtain a Level 1 fingerprint clearance card than there must be documentation that they have appealed this. If the appeal is not obtained then the staff member can no longer work on any part of the project that is agreement is funding. 2.2.2 Staff have the ability to assist individuals facing language barriers. 2.2.3 Staff are culturally competent and sensitive to the needs of the individuals seeking services. 2.2.4 Maintain the personnel referenced in their proposal throughout the term of the contract. If Subrecipient personnel’s employment status changes, then the Subrecipient shall provide County a list of proposed replacements with equivalent or greater experience. 2.2.5 Under no circumstances shall service delivery be impacted by a personnel change on the part of the Subrecipient. 2.2.6 The Subrecipient shall not reassign any key personnel identified in their proposal without the express consent of the County. 2.2.7 The County reserves the right to demand Subrecipient immediately remove from its premises any personnel it determines to be a risk to service delivery. 2.3 REPORTING REQUIREMENTS 2.3.1 The Subrecipient shall provide monthly and annual reports to the Maricopa County Human Services Department - Housing and Community Development Division Assistant Director: 2.3.1.1 Monthly reports due no later than the 15th calendar day of each month shall include information for the prior month. Monthly reports will include: 2.3.1.1.1 A brief summary of services provided. 2.3.1.1.2 Number of assistance applications processed. 2.3.1.1.3 Number of people prevented from returning to homelessness with the help of flexible funding. 2.3.1.1.4 Number of people experiencing homelessness who obtained housing with the help of flexible funding. 2.3.1.1.5 Number of people who returned to homelessness six months following the assistance was provided. 220139-RFP 2.3.1.1.6 Financial information supporting invoice charges such as receipts, general ledger charges, etc. 2.3.1.1.7 CoC APR 2.3.1.1.8 HMIS 0323 Demographic Report 2.3.1.1.9 HMIS 0550 Exit Destination Report 2.3.1.2 Annual reports are due by July 15th of each year. Annual reports shall include a summary of the prior year’s activities and performance measures. 2.3.1.3 A final report is due no later than July 30, 2024 or 30 days after all flexible funding has been distributed, whichever comes first. 2.3.1.4 Additional reports may be requested by County and Federal requirements. 2.4 PARTICIPANT RECORD KEEPING Subrecipient shall be responsible for maintaining participant activity and recording all activity in HMIS. 2.5 CONFIDENTIALITY OF CLIENT INFORMATION 2.5.1 Compliance: The Subrecipient, its personnel, volunteers, interns, and subcontractors, unless otherwise exempt, shall adhere to all federal, state, and local laws regarding confidentiality including, but not limited to the Health Insurance Portability and Accountability Act (HIPAA) Pub. L. No. 1-4-191 (1996) and regulations promulgated there under. 2.5.2 Personal Identifiable Information (PII): PII is any data that could potentially identify a specific individual. The Subrecipient shall ensure information containing participants’ PII is not transmitted either electronically or hard copy. 2.5.3 Prohibition: The Subrecipient, its personnel, subcontractors, volunteers, and interns shall not divulge, or release information received from County staff about any participant to anyone without a court order, except to the program staff, or anyone authorized by the Maricopa County Human Services Department Assistant Director of the Housing and Community Development Division to receive it. Violation of this paragraph or applicable law shall constitute grounds to terminate the contract. 2.5.4 Release Authorization: Release of records containing participant information requires a signed authorization/release form executed in accordance with current state licensing and federal standards. All release authorization forms shall be maintained by the Subrecipient and indicate the person or agency to receive the information, the specific information to be released, and the expiration date or event triggering the expiration date of the release, and shall be signed by the Participant. Release forms shall meet all federal and state requirements, as applicable and including, but not limited to, 42 CFR Part 2 (Authorization for Use and Disclosure of Protected Health Information form). Unless the Subrecipient is otherwise exempt, disclosures must be accounted for within 45 CFR 164.528 (Accounting of disclosure of protected health information). 220139-RFP 2.5.5 Record Dissemination: Except for the people identified in the Notices section, the Subrecipient shall refer people requesting records or written documentation containing participant information relating to the contract to County staff. The Subrecipient shall maintain release authorization forms to track the dissemination of information in each Participant’s record, except for the release of record to the County staff. 2.5.6 Research Data: Notwithstanding any other provision of the contract, the Subrecipient shall not provide to anyone other than County staff any information, including information about participants in whatever form, for research purposes without the prior written approval of the individual listed in the notices section. 2.6 UNIFORM ADMINISTRATIVE REQUIREMENTS By submitting a proposal, the applicant agrees to comply with 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. 2.7 FISCAL MANAGEMENT AND PROGRAM ADMINISTRATION 2.7.1 Financial Management 2.7.1.1 In accordance with 29 CFR 97.20, subrecipient shall establish and maintain a special (separate) bank account for funds provided under the contract, or an accounting system that assures the safeguarding and accountability of all assets provided under the contract. 2.7.1.2 No part of the funds deposited in the special bank account shall be commingled with other funds of the subrecipient. Any interest earned shall be disposed of in a manner specified by the County in accordance with applicable State and Federal regulations. If a separate bank account is established, the Subrecipient shall provide a signed special bank account agreement authorizing the County to obtain information about the account. If an accounting system is used, it shall be in accordance with generally accepted accounting principles. 2.7.1.3 Subrecipient shall maintain financial records indicating the amounts distributed to participants and total funds available for distribution. 2.7.1.4 The Subrecipient shall maintain a financial management system that meets the following standards: 2.7.1.4.1 Financial reporting: The Subrecipient must provide accurate, current, and complete disclosure of the financial results of financially assisted activities must be made in accordance with the financial reporting requirements of the contract. 2.7.1.4.2 Accounting records: The Subrecipient must maintain records adequately identifying the source and application of funds provided for financially assisted activities. These records must contain information pertaining to the contract and authorizations, obligations, unobligated balances, assets, liabilities, outlays or expenditures, and income. 2.7.1.4.3 Internal control: The Subrecipient shall maintain effective control and accountability for all agreement cash, real and personal property, and other assets. The Subrecipient must 220139-RFP adequately safeguard all such property and must assure that it is used solely for authorized purposes. 2.7.1.4.4 Budget control: The Subrecipient must maintain actual expenditures or outlays compared with budgeted amounts for the agreement. Financial information must be related to performance or productivity data, including the development of unit cost information whenever appropriate or specifically required in the agreement. If unit cost data is required, estimates based on available documentation will be accepted whenever possible. 2.7.1.4.5 Allowable cost: The Subrecipient must use 2 CFR Part 200 Subpart E — Cost Principles regulations, the terms of the contract will be followed in determining the reasonableness, allow ability, and allocability of costs. 2.7.1.4.6 Source documentation: Accounting records must be supported by source documentation such as cancelled checks, paid bills, payrolls, time and attendance records, contract and subcontract documents, etc. 2.7.1.5 The Subrecipient recognizes the following as ineligible costs 2.7.1.5.1 Ineligible Activities 2.7.1.5.1.1 Staff recruitment, entertainment, conferences, or retreats; 2.7.1.5.1.2 Public relations or fundraising; and 2.7.1.5.1.3 Advocacy, planning, and applicant’s organizational capacity building. 2.7.1.5.2 Ineligible Costs 2.7.1.5.2.1 Depreciation; 2.7.1.5.2.2 Debts/late fees; 2.7.1.5.2.3 Financial management system enhancements, unless authorized through an amendment; 2.7.1.5.2.4 Salary of personnel when not working directly with or on approved program activities; 2.7.1.5.2.5 Costs associated with the organization rather than the service delivery (advertisements, pamphlets about organization, etc.); 2.7.1.6 Debt Collection and Audit Resolution 2.7.1.6.1 If at any time, the County determines a cost for which payment has been made is a disallowed cost, such as overpayment, the County shall notify the Subrecipient in writing of the disallowance. The County shall also state the means of correction, which may be but shall not be limited 220139-RFP to adjustment of any future claim submitted by the Subrecipient by the amount of the disallowance, or to require repayment of the disallowed amount by the Subrecipient. 2.7.1.6.2 Subrecipient is responsible for all funds under the contract, and any agreements with subcontractors. The County shall hold all Subrecipients liable for all expenditures of funds. 2.7.1.7 Sanctions and Corrective Actions 2.7.1.7.1 The Subrecipient agrees the County may, based upon applicable laws or regulations, impose corrective action on the Subrecipient up to and including sanctions of funding provided for in this agreement. The imposition of any corrective action plan or sanction shall be at the discretion of the Department. Actions which may lead to the provisions of this section include (but are not limited to): 2.7.1.7.1.1 Failure to perform the required tasks and activities for which the funding is provided. 2.7.1.7.1.2 Failure to achieve the stated performance goals and objectives in section. 2.7.1.7.1.3 Failure to maintain appropriate fiscal and programmatic records in accordance with the terms of the contract. 2.7.1.7.1.4 Failure to submit the required fiscal and performance reports. 2.8 PROGRAM MONITORING AND EVALUATION 2.8.1 The County or any other legally authorized department of the County, state or federal government may, at any time during the hours of operation with or without notice to the Subrecipient The County staff will monitor the Subrecipient’s compliance with, and performance under, the terms and conditions of the contract. On-site and/or virtual visits shall consist of case file reviews, administrative reviews, invoicing processes, and other items to be identified at the time of contracting: 2.8.1.1 Visit or inspect the Subrecipient, or subcontractors; 2.8.1.2 Observe the services provided; 2.8.1.3 Interview Participants; and 2.8.1.4 Inspect and copy records relating to the contract, including but not limited to personnel files, participant files, billing documentation, policies, and procedures. 2.8.2 The Subrecipient shall make available for inspection and/or copying by the County's monitors, all records and accounts relating to the work performed or the services provided under the contract. Subrecipient shall be monitored for fiscal, program delivery, as often as is needed. Monitoring shall occur during Subrecipient’s normal business hours, announced or unannounced. 220139-RFP 2.8.3 If subrecipient found to be deficient in any area, then County shall send written notification of findings and required corrective actions. Subrecipient shall provide a written response outlining corrective actions and steps to ensure County findings are corrected and resolved to preclude future issues as directed in the monitoring report. 3.0 PURCHASING REQUIREMENTS 3.1 PERFORMANCE It shall be the Subrecipient’s responsibility to meet the proposed performance requirements. Maricopa County reserves the right to obtain services on the open market in the event the Subrecipient fails to perform, and any price differential will be charged against the Subrecipient. 3.2 INVOICES AND PAYMENTS 3.2.1 Upon execution of a Contract, the County shall transfer funds to the Subrecipient for Project Service Delivery for the full term of the Contract. Funds not disbursed including interest income earned (if any) at the end of the Program will revert to County no later than July 30, 2024. 3.2.2 The Subrecipient shall be paid on a fixed price, fee for service for Administration costs. The Subrecipient shall submit equal monthly invoices and supporting documents, and information listed in section 2.3.1.1. 3.2.3 If the Project Service Delivery funding is expended prior to June 30, 2024, the Subrecipient shall submit a final invoice for Administrative costs for the remaining months of the contract term. The final invoice shall include the final month’s reporting requirements and the final report on the Project Service Delivery. 3.2.4 Monthly invoice shall be submitted no later than the 15th calendar day of the month to HSDFInance@maricopa.gov. 3.2.5 If the Subrecipient is a for-profit entity, each invoice must note the profit made within the Program Administration monthly fixed cost. 3.2.6 The Subrecipient shall submit to the County a monthly invoice within the same fiscal year. The fiscal year runs July 1st through June 30th and all Invoices for the fiscal year shall be submitted no later than July 30th for the preceding fiscal year. 3.2.7 The Subrecipient shall submit one legible copy of their detailed invoice before payment(s) will be made. Incomplete invoices will not be processed. At a minimum, the invoice must provide the following information: • Company name, address, and contact information • County bill-to name and contact information • Contract serial number • County purchase order number • Project name and/or number • Invoice number and date • Payment terms • Date of service or delivery • Total amount due 3.2.8 Problems regarding billing or invoicing shall be directed to the department as listed on the purchase order. 220139-RFP 3.2.9 Payment shall only be made to the Subrecipient by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an electronic funds transfer (EFT) process. After contract award, the Subrecipient shall complete the Vendor Registration Form that is accessible from the County Department of Finance Vendor Registration Website https://www.maricopa.gov/5169/Vendor- Information. 3.2.10 EFT payments to the routing and account numbers designated by the Subrecipient shall include the details on the specific invoices that the payment covers. The Subrecipient is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 3.2.11 Invoices shall be paid on a net “0” payments standard. 3.3 APPLICABLE TAXES 3.3.1 It is the responsibility of the Subrecipient 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. 3.3.2 The County will look at the price or offer submitted and will not deduct, add, or alter pricing based on speculation or application of any taxes, nor will the County provide the Subrecipient 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 related 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 Subrecipient shall be liable to the County for that amount, and by contracting with the County agrees to remit any overpayments back to the County for miscalculations on taxes included in a bid price. 3.3.3 Tax Indemnification: Subrecipient and all subgrantees shall pay all Federal, state, and local taxes applicable to their operation and any persons employed by the contractor. Subrecipient shall, and require all subgrantees 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 the City, County, 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). 3.4 POST AWARD MEETING The Subrecipient may be required to attend a post-award meeting with the department to discuss the terms and conditions of this Contract. This meeting will be coordinated by HSD 3.5 CONFIDENTIALITY In the course of the solicitation process, the County may disclose information that is proprietary or confidential. By submitting a bid to the solicitation, the offeror agrees that, except as necessary to prepare a response to this solicitation, neither it nor its agents or employees will communicate, divulge, or disseminate to any third-party persons or entities, 220139-RFP any information that is disclosed to it by the County during the course of these discussions without the express written authorization of the County. If the offeror does disclose County proprietary or confidential information to a third party in preparing a response to this solicitation, it shall require the third party to acknowledge and comply with this provision. 3.6 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. 3.7 RIGHTS IN DATA 3.7.1 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. 3.7.2 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. 3.8 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW 3.8.1 In accordance with Section MC1-373 of the Maricopa County Procurement Code, the Subrecipient 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. 3.8.2 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 Subrecipient shall reimburse Maricopa County for the services not so adequately supported and documented. 3.9 INFLUENCE 3.9.1 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. 220139-RFP 3.9.1.1 An attempt to influence includes, but is not limited to: 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. 3.10 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. 3.11 UNIFORM ADMINISTRATIVE REQUIREMENTS By entering into a contract, the Subrecipient agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, Part 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. 4.0 CONTRACTUAL TERMS AND CONDITIONS 4.1 CONTRACT TERM This Contract is for awarding a requirements service contract to cover for the period from date listed on page 1 through June 30, 2024. 4.2 OPTION TO EXTEND 4.2.1 The County may extend the performance period of this contract for a period of up to two (2) years. 4.3 NOT AGENTS OF THE COUNTY Subrecipient expressly agrees that all Subrecipient staff remain employees of the Subrecipient and are not employees of Maricopa County, or its departments, and shall not be provided benefits bestowed on employees of Maricopa County; including but not limited to, health insurance, life insurance, unemployment, Trust coverage, retirement, deferred compensation, and/or workers compensation. 4.4 INDEMNIFICATION 4.4.1 To the fullest extent permitted by law, and to the extent that claims, damages, losses, or expenses are not covered and paid by insurance purchased by the Subrecipient, the Subrecipient 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 relating to the performance of this contract. 4.4.2 Subrecipient'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 Subrecipient, a 220139-RFP subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. 4.4.3 The scope of this indemnification does not extend to the sole negligence of County. 4.5 INSURANCE 4.5.1 Subrecipient, at Subrecipient’s own expense, shall purchase and maintain, at a minimum, the herein stipulated insurance from a company or companies duly licensed by the State of Arizona and possessing an AM Best, Inc. category rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County. 4.5.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the contract is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this contract. 4.5.3 In the event that the insurance required is written on a claims-made basis, Subrecipient warrants that any retroactive date under the policy shall precede the effective date of this contract and either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two years beginning at the time work under this contract is completed. 4.5.4 Subrecipient’s insurance will be primary insurance as respects County, and any insurance or self-insurance maintained by County will not contribute to it. 4.5.5 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the County’s right to coverage afforded under the insurance policies. 4.5.6 The insurance policies may provide coverage that contains deductibles or self- insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to County under such policies. Subrecipient shall be solely responsible for the deductible and/or self-insured retention and County, at its option, may require Subrecipient to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 4.5.7 The insurance policies required by this contract, except Workers’ Compensation and Errors and Omissions, shall name County, its agents, representatives, officers, directors, officials, and employees as additional insureds. 4.5.8 The policies required hereunder, except Workers’ Compensation and Errors and Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against County, its agents, representatives, officers, directors, officials, and employees for any claims arising out of Subrecipient’s work or service. 4.5.9 If available, the insurance policies required by this contract may be combined with Commercial Umbrella Insurance policies to meet the minimum limit requirements. If a Commercial Umbrella insurance policy is utilized to meet insurance requirements, the Certificate of Insurance shall indicate which lines the Commercial Umbrella Insurance covers. 220139-RFP 4.5.9.1 Commercial General Liability Commercial General Liability (CGL) insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third-party action over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 4.5.9.2 Workers’ Compensation 4.5.9.2.1 Workers’ Compensation insurance to cover obligations imposed by Federal and State statutes having jurisdiction of Subrecipient’s employees engaged in the performance of the work or services under this contract; and Employer’s Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. 4.5.9.2.2 Subrecipient, 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 Subrecipient, its subcontractors, and its sub- subcontractors pursuant to this contract. 4.5.9.3 Certificates of Insurance 4.5.9.3.1 Prior to contract award, Subrecipient 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 Subrecipient’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. 4.5.9.3.2 In the event any insurance policy(ies) required by this contract is (are) written on a claims-made basis, coverage shall extend for two years past completion and acceptance of Subrecipient’s work or services and as evidenced by annual Certificates of Insurance. 4.5.9.3.3 If a policy does expire during the life of the contract, a renewal certificate must be sent to County 15 calendar days prior to the expiration date. 4.5.9.3.4 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 220139-RFP 4.5.9.4 Cancellation and Expiration Notice Applicable to all insurance policies required within the insurance requirements of this contract, Subrecipient’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without 30 calendar days prior written notice to Maricopa County. Subrecipient must provide notice to Maricopa County, within two business days of receipt, if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to Maricopa County Office of Procurement Services and shall be mailed or hand delivered to 160 South 4th Avenue, Phoenix, AZ 85003, or emailed to the procurement officer noted in the solicitation. 4.6 FORCE MAJEURE 4.6.1 Neither party shall be liable for failure of performance, nor incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this contract, if such delay or failure is caused by events, occurrences, or causes beyond the reasonable control and without negligence of the parties. Such events, occurrences, or causes will include acts of God/nature (including fire, flood, earthquake, storm, hurricane, or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, and interruption or failure of electricity or telecommunication service. 4.6.2 Each as applicable, shall give the other party notice of its inability to perform and particulars in reasonable detail of the cause of the inability. Each party must use best efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply. 4.6.3 The party asserting Force Majeure as a cause for non-performance shall have the burden of proving that reasonable steps were taken to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated. 4.7 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. 4.8 AVAILABILITY OF FUNDS 4.8.1 The provisions of this contract relating to payment shall become effective when funds assigned for the purpose of compensating the Subrecipient as herein provided are actually available to County for disbursement. The County will be the sole judge and authority in determining the availability of funds under this contract. County will keep the Subrecipient fully informed as to the availability of funds. 4.8.2 If any action is taken by any State agency, Federal department, or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, this contract, County may amend, suspend, decrease, or terminate its obligations under, or in connection with, this contract. In the event 220139-RFP of termination, County will be liable for payment only for services rendered prior to the effective date of the termination, provided that such services are performed in accordance with the provisions of this contract. County will give written notice of the effective date of any suspension, amendment, or termination under this section, at least 10 days in advance. 4.9 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION This contract does not guarantee any minimum or maximum purchases will be made. Orders will only be placed under this contract when the County identifies a need and proper authorization and documentation have been approved. 4.10 PURCHASE ORDERS 4.10.1 County reserves the right to cancel purchase orders within a reasonable period of time after issuance. Should a purchase order be canceled, the County agrees to reimburse the Contractor for actual and documentable costs incurred by the Contractor in response to the purchase order. The County will not reimburse the Contractor for any costs incurred after receipt of County notice of cancellation, or for lost profits, or for shipment of product prior to issuance of purchase order. 4.10.2 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. 4.11 TERMINATION FOR CONVENIENCE Maricopa County may terminate the resultant contract for convenience by providing 60 calendar days advance notice to the Contractor. 4.12 TERMINATION FOR DEFAULT 4.12.1 The County may, by written Notice of Default to the Subrecipient, terminate this contract in whole or in part if the Subrecipient fails to: 4.12.1.1 deliver the supplies or to perform the services within the time specified in this contract or any extension; 4.12.1.2 make progress, so as to endanger performance of this contract; or 4.12.1.3 perform any of the other provisions of this contract. 4.12.2 The County’s right to terminate this contract under these subparagraphs may be exercised if the Subrecipient does not cure such failure within the time period specified in a Notice to Cure from the procurement officer specifying the failure and the necessary corrective action. 4.13 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. 4.14 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST 220139-RFP Notice is given that, pursuant to Arizona Revised Statute (A.R.S.) § 38-511, the County may cancel any contract without penalty or further obligation within three years after execution of the contract, if any person significantly involved in initiating, negotiating, securing, drafting, or creating the contract on behalf of the County is at any time, while the contract or any extension of the contract is in effect, an employee or agent of any other party to the contract in any capacity or consultant to any other party of the contract with respect to the subject matter of the contract. Additionally, pursuant to A.R.S. § 38-511, the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting, or creating the contract on behalf of the County from any other party to the contract arising as the result of the contract. 4.15 OFFSET FOR DAMAGES In addition to all other remedies at Law or Equity, the County may offset from any money due to the Subrecipient any amounts Subrecipient owes to the County for damages resulting from breach or deficiencies in performance of the contract. 4.16 AMENDMENTS All amendments to this contract shall be in writing and approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County. 4.17 ADDITIONS/DELETIONS OF SERVICES The County reserves the right to add and/or delete services to a contract. If additional services are required from a contract, prices for such additions will be negotiated between the Subrecipient and the County. 4.18 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW 4.18.1 In accordance with section MC1-374 of the Maricopa County Procurement Code, the Subrecipient agrees to retain (physical or digital copies of) all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this contract for six years after final payment or until after the resolution of any audit questions which could be more than six years, whichever is latest. The County, Federal or State auditors and any other persons duly authorized by the department shall have full access to and the right to examine, copy, and make use of, any and all said materials. 4.18.2 If the Subrecipient’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 Subrecipient shall reimburse Maricopa County for the services not so adequately supported and documented. 4.19 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 Subrecipient 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 Subrecipient equal to the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Subrecipient by issuing a check payable to Maricopa County. 4.20 STRICT COMPLIANCE 220139-RFP Acceptance by County of a performance that is not in strict compliance with the terms of the contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of the contract. 4.21 VALIDITY The invalidity, in whole or in part, of any provision of this contract shall not void or affect the validity of any other provision of the contract. 4.22 SEVERABILITY The removal, in whole or in part, of any provision of this contract shall not void or affect the validity of any other provision of this contract. 4.23 RELATIONSHIPS 4.23.1 In the performance of the services described herein, the Subrecipient shall act solely as an independent Subrecipient, 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 Subrecipient. 4.23.2 The County reserves the right of final approval on proposed staff. Also, upon request by the County, the Subrecipient will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two business days, unless previously approved by the County. 4.24 NON-DISCRIMINATION Subrecipient 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, Subrecipient shall not discriminate against any employee, client, or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability, or national origin. (Arizona Executive Order 2009-09 can be downloaded from the Arizona Memory Project at http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1.) 4.25 WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01 If vendor engages in for-profit activity and has 10 or more employees, and if this agreement has a value of $100,000 or more, vendor certifies it is not currently engaged in, and agrees for the duration of this agreement to not engage in, a boycott of goods or services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. 4.26 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION 4.26.1 The undersigned (authorized official signing on behalf of the Subrecipient) certifies to the best of his or her knowledge and belief that the Subrecipient, its current officers, and directors: 4.26.1.1 are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from being awarded any contract by any United States department or agency or any state, or local jurisdiction; 220139-RFP 4.26.1.2 have not within a three-year period preceding this contract: 4.26.1.2.1 been convicted of fraud or any criminal offense in connection with obtaining, attempting to obtain, or as the result of performing a government entity (Federal, State or local) transaction or contract; 4.26.1.2.2 been convicted of violation of any Federal or State antitrust statutes or conviction for embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property regarding a government entity transaction or contract; 4.26.1.3 are not presently indicted or criminally charged by a government entity (Federal, State or local) with commission of any criminal offenses in connection with obtaining, attempting to obtain, or as the result of performing a government entity public (Federal, State or local) transaction or contract; 4.26.1.4 are not presently facing any civil charges from any governmental entity regarding obtaining, attempting to obtain, or from performing any governmental entity contract or other transaction; and 4.26.1.5 have not within a three-year period preceding this contract had any public transaction (Federal, State or local) terminated for cause or default. 4.26.2 If any of the above circumstances described in the paragraph are applicable to the entity submitting a bid for this requirement, include with your bid an explanation of the matter including any final resolution. 4.26.3 Subrecipient shall include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this contract. If this clause is applicable to a subcontractor, the Subrecipient shall include the information required by this clause with their bid. 4.27 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS 4.27.1 By entering into the contract, the Subrecipient 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). Subrecipient 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. Subrecipient 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. 4.27.2 The County retains the legal right to inspect documents of Subrecipient and subcontractor employees performing work under this contract to verify compliance with paragraph 4.28.1 of this section. Subrecipient and subcontractor shall be given 220139-RFP 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 Subrecipient 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 Subrecipient. All costs necessary to verify compliance are the responsibility of the Subrecipient 4.28 SUBRECIPIENT EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS 4.28.1 The parties agree that this contract and employees working on this contract will be subject to the employee whistleblower protections established by Title 41 U.S.C. § 4712 and Section 3.908 of the Federal Acquisition Regulation. 4.28.2 Subrecipient 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 Subrecipient and copies provided to County upon request. 4.28.3 Subrecipient 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). 4.29 SUBRECIPIENT LICENSE REQUIREMENT 4.29.1 Subrecipient 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. Subrecipient 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. Subrecipient shall immediately notify both Office of Procurement Services and the department of any and all changes concerning permits, insurance, or licenses. 4.29.2 Subrecipient furnishing finished products, materials, or articles of merchandise that will require installation or attachment as part of the contract shall possess any licenses required. Subrecipient is not relieved of its obligation to obtain and possess the required licenses by subcontracting of the labor portion of the contract. Subrecipients are advised to contact the Arizona Registrar of Contractors, Chief of Licensing, to ascertain licensing requirements for a particular contract. Subrecipient shall identify which license(s), if any, the Registrar of Contractors requires for performance of the contract. 4.30 INFLUENCE 4.30.1 As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct, may be grounds for disbarment or suspension under MC1-902. 4.30.2 An attempt to influence includes, but is not limited to: 4.30.2.1 A person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type of 220139-RFP valuable contribution or subsidy that is offered or given with the intent to influence a decision, obtain a contract, garner favorable treatment, or gain favorable consideration of any kind. 4.30.3 If a person attempts to influence any employee or agent of Maricopa County, the chief procurement officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract. 4.30.4 ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY COUNTY PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT SERVICES, IS ALLOWED DURING THE SOLICITATION PROCESS UNLESS THE COMMUNICATION IS IN REGARD TO PRE-EXISTING BUSINESS WITH THE COUNTY. ANY COMMUNICATIONS REGARDING THE SOLICITATION, ITS PARTICIPANTS, OR ANY DOCUMENTATION PRIOR TO THE CONTRACT AWARD MAY BE GROUNDS FOR DISMISSAL OF THE RESPONDENT FROM THE EVALUATION PROCESS. 4.31 CONFIDENTIALITY In the course of the solicitation process, the County may disclose information that may include personal information, proprietary County information or confidential County information. By submitting a bid to the solicitation, the offeror agrees that, except as necessary to prepare a response to this solicitation, neither it nor its agents or employees will communicate, divulge, or disseminate to any third-party persons or entities, any information that is disclosed to it by the County during the course of these discussions without the express written authorization of the County. 4.32 CONFIDENTIAL INFORMATION 4.32.1 Any information obtained in the course of performing this contract may include information that is proprietary or confidential to the County or to any person placed at the hotel. This provision establishes the Subrecipient’s obligation regarding such information. 4.32.2 Subrecipient shall establish and maintain procedures and controls that are adequate to assure that no information contained in its records and/or obtained from the County or from anyone in carrying out its functions (services) under the contract shall not be used by or disclosed by it, its agents, officers, or employees, unless specifically authorized in advance by the County. Subrecipient’s procedures and controls, at a minimum, must be the same procedures and controls it uses to protect its own personal information and proprietary or confidential information. If, at any time during the duration of the contract, the County determines that the procedures and controls in place are not adequate, the Subrecipient shall institute any new and/or additional measures requested by the County within 5 business days of the written request to do so. 4.32.3 Any requests to the Subrecipient for County or personal, proprietary, or confidential information shall be referred to the County for review and approval, prior to any dissemination. 4.33 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. 4.34 UNIFORM ADMINISTRATIVE REQUIREMENTS 220139-RFP By entering into this contract, the Subrecipient agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, Part 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. 4.35 GOVERNING LAW This contract shall be governed by the laws of the State of Arizona. Venue for any actions or lawsuits involving this contract will be in Maricopa County Superior Court, Phoenix, Arizona. 4.36 STANDARD TERMS AND CONDITIONS In addition to the terms and conditions contained herein, this contract shall also be governed by Maricopa County’s standard terms and conditions located at https://www.maricopa.gov/DocumentCenter/View/6453. 4.37 GOVERNING LAW This contract shall be governed by the laws of the State of Arizona. Venue for any actions or lawsuits involving this contract will be in Maricopa County Superior Court, Phoenix, Arizona. 4.38 NOTICES All notices given pursuant to the terms of this contract shall be addressed to: For County: Maricopa County Office of Procurement Services 160 S. 4th Avenue Phoenix, Arizona 85003-1647 For Contract Activities: Maricopa County Human Services Department Housing and Community Development Division Assistant Director 234 North Central, 3rd Floor Phoenix, Arizona 85004 For Contractor: Human Services Campus, Inc. 204 S. 12th Avenue Phoenix, AZ 85007 4.39 INQUIRIES 7.39.1 Inquiries concerning information herein must be submitted prior to the question deadline date/time posted in the e-procurement platform, Periscope S2G, using the link in the “Q&A” tab. 7.39.2 Administrative telephone/email inquiries shall be addressed to: PO NAME, PROCUREMENT OFFICER TELEPHONE: (602) 506-Phone# 220139-RFP PO email@maricopa.gov 7.39.3 Inquiries may be submitted by telephone but must be followed up in writing. No oral communication is binding on Maricopa County. 220139-RFP IN WITNESS WHEREOF, this contract is executed on the date set forth above. CONTRACTOR AUTHORIZED SIGNATURE PRINTED NAME AND TITLE ADDRESS DATE MARICOPA COUNTY CHAIRMAN, BOARD OF SUPERVISORS DATE ATTESTED: CLERK OF THE BOARD DATE APPROVED AS TO FORM: DEPUTY COUNTY ATTORNEY DATE Amy Schwabenlender, Executive Director 204 S. 12th Avenue, Phoenix, AZ 85007 11/16/2021 220139-RFP SUBRECIPIENT AWARD AGREEMENT SUBRECIPIENT NAME: VENDOR #: SUBRECIPIENT ADDRESS: P.O. ADDRESS: SUBRECIPIENT PHONE #: SUBRECIPIENT FAX #: COMPANY WEB SITE: COMPANY CONTACT (REP): E-MAIL ADDRESS (REP): PAYMENT TERMS: Net Zero AWARD: AMOUNT FLEXIBLE FUNDING ACCOUNT SERVICES Respondent's signature below indicates understanding and agreement to perform the services outlined in the included scope of work for the total amounts listed above. Signature (REQUIRED) Date $3,000,000.00