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Page 1 of 22 CONTRACT FOR ADDITIONAL SHELTER BEDS SERIAL 220146-RFP This Contract is entered into this 12th day of January 2022 by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and the Diocesan Council for the Society of St Vincent de Paul Diocese Phoenix referred to hereinafter as the “Subrecipient” for service delivery under Serial 220146- RFP. This contract is beginning on the 1st DAY of January 2022 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 220146-RFP 1.0 INTENT 1.1. Maricopa County is the largest county in Arizona, the second largest government in the State, and one of the fastest growing counties in the nation. Geographically, at 9,226 square miles, the County is one of the largest counties in the United States, larger than many states. With over four million residents, it is the fourth most populous county in the nation. 1.1.1. The number of homeless people who are unsheltered in Maricopa County has steadily increased over the last five years. The intent of this solicitation is to make grant awards to agencies to increase the number of emergency shelter beds, and/or bridge or transitional housing available to the County’s unsheltered homeless population, especially in those areas identified as having the greatest need. (See Maricopa Association of Governments Point in Time Homeless Count – 2020 Map). Funding will also be available for services and operational support for the new beds for the initial years of operation. Proposals that do not add new beds to the region’s homeless service system will not be considered. This solicitation will result in multiple awards. 1.1.2. The purpose of this solicitation is to offer homeless persons in Maricopa County additional shelter options. Through this solicitation, Maricopa County requests proposals from HSPs to submit proposals for increasing emergency shelter, bridge housing, and/or transitional beds into the region’s homeless services system. Maricopa County seeks to expand homeless services, preferably, where there is the greatest need and where there is not currently shelter access such as those areas as identified in Maricopa Association of Governments Shelters with 2020 Point in Time-In-Time Unsheltered Count (Exhibit 6) . 1.1.3. The successful bidder/applicant will be classified as Subrecipient and the resulting contract(s) between the County and Subrecipient will be effective through June 30, 2024. 1.1.4. Contracts will be funded under 21.027 Catalog of Federal Domestic Assistance (CFDA) American Rescue Plan Act Coronavirus State and State and local fiscal relief fund 1.1.5. The Subrecipient shall be paid on a cost reimbursement basis for services performed and work completed at time of billing and the County shall reimburse the Subrecipient on a net zero payments standard. 1.2. Who is eligible to apply 1.2.1. Eligible applicants for award may be a for-profit or non-profit organization, community-based organization, faith-based organization, unit of local government and/or small business in good standing with the Arizona Corporation Commission and have: 1.2.1.1. Five (5) or more years’ experience providing homeless shelter services 1.2.1.2. Experience working in the HMIS system 1.2.1.3. Five (5) or more years’ experience providing homeless shelter services; 1.2.1.4. Knowledge and experience providing support services to homeless persons; 1.2.1.5. Experience working in the HMIS system; 220146-RFP 1.2.1.6. Have a valid Dun and Bradstreet (DUNS) number; and 1.2.1.7. Have an active profile in the federal System for Award Management (SAM). 1.3. Payment Structure 1.3.1. The Subrecipient shall be paid on a cost reimbursement basis for services performed and work completed at time of billing and the County shall reimburse the Subrecipient on a net “0” payments standard. 1.3.2. The County will negotiate profit costs with for-profit organizations awarded a contract under this solicitation. However, profit will not exceed ten (10) percent of the total price of the contract. 1.4. Program Oversight 1.4.1. Maricopa County or any other legally authorized department of Maricopa County, state or federal government may, at any time during the hours of operation with or without notice to the Subrecipient: 1.4.1.1. Visit or inspect the Subrecipient, or subcontractors; 1.4.1.2. Observe the services provided; 1.4.1.3. Interview Participants; and 1.4.1.4. Inspect and copy records relating to the contract, including but not limited to personnel files, participant files, billing documentation, policies and procedures. 1.4.2. Other governmental entities under agreement with Maricopa County (County) may have access to services provided hereunder (see also Sections 3.22 and 3.23 below). 1.4.3. The County reserves the right to add additional contractors, at the County’s sole discretion, in cases where the currently listed contractors are of an insufficient number or skill-set to satisfy the County’s needs or to ensure adequate competition on any project or task order work. 1.4.4. Maricopa County reserves the right to award this contract to multiple vendors. The County reserves the right to award in whole or in part, by item or group of items, by section or geographic area, or make multiple awards, where such action serves the County’s best interest. 2.0 SCOPE OF WORK The Subrecipient shall be responsible for providing shelter and support services under the contract increasing shelter bed capacity, and/or providing bridge or transitional housing. (s) resulting from this solicitation and shall comply with the following requirements: Proposals to provide these services may include any of the following: Service Delivery Employee Management Reporting Requirements Financial Management 220146-RFP 2.1 Service Delivery 2.1.1 Provide additional homeless shelter, bridge and/or transitional housing beds for homeless persons. Proposals to provide these services may include any of the following: 2.1.1.1 Property acquisition; 2.1.1.2 Site improvements associated with property acquisition; 2.1.1.3 New construction; 2.1.1.4 Lease/purchase program; 2.1.1.5 Hotel/Motel Conversion; 2.1.1.6 Long Term Lease (15 or more years) of property to shelter, bridge, or transitional housing; 2.1.1.7 Rehabilitation or reconstruction of currently owned shelter, bridge, or transitional housing sites that will result in an increase in the number of available beds. 2.1.1.8 Acquisition and installation of permanent or temporary soft-sided or like shelter structures 2.1.2 Subrecipient shall provide essential support services to assist homeless individuals to obtain housing which must include housing focused case management and may include any of the following services: 2.1.2.1 Employment services; 2.1.2.2 Health services 2.1.2.3 Family support services 2.1.2.4 Education services for homeless youth 2.1.2.5 Substance abuse services 2.1.2.6 Victim Services 2.1.2.7 Life skills training 2.1.2.8 Childcare services 2.1.2.9 Health and family support services including outpatient health services; 2.1.2.10 Legal services; 2.1.2.11 Mental health services and referrals to mental health services; 2.1.2.12 Transportation 2.1.2.13 Services for special populations (i.e. service for people living with HIV/AIDS, homeless youth, and victim services). 2.1.3 Allowable operational costs may include the following: 2.1.3.1 Staffing 2.1.3.2 Property Maintenance 2.1.3.3 Security 2.1.3.4 Insurance 2.1.3.5 Client meals 2.1.3.6 Supplies necessary for operation of Emergency Shelter, Bridge, Housing and/or Transitional Housing. 2.1.3.7 Indirect/Administrative Costs no greater than ten (10) percent of the total costs for the contract or federally negotiated rate. 2.1.4 Equal Opportunity, Fair Housing, And Equal Access Rule 2.1.4.1 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 220146-RFP 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 2.1.4.2 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 All personnel who provide direct services are to have Background Checks and Arizona Level One Fingerprint Clearance Cards. However, a background check does not need to impede the hiring of specific staff. If staff are unable to obtain a fingerprint clearance card an attempt must be made to appeal. The Subrecipient must submit an exemption request to the County for staff who are unable to obtain a fingerprint clearance card to continue to be funded for this project. It is the right of the County to review and approve or deny any exemption request. 2.2.1.1 Subrecipients are encouraged to employ people with lived experience. 2.2.2 Staff are available 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 proposed in their proposal throughout the term of the Contract. If Subrecipient personnel’s employment status changes, Subrecipient shall provide County a list of proposed replacements with equivalent or greater experience. 2.2.5 Under no circumstances shall services 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 2.3.1 The Subrecipient’s monthly payment request for reimbursement is due on the 15th day following the end of the month being reported (i.e., February 15th for January report) and will include: 2.3.1.1 Contract Payment Request and supporting documentation 2.3.1.2 HMIS 0323 Demographic Report 2.3.1.3 HMIS 0550 Exit Destination Report 2.3.1.4 HMIS ESG Report 2.3.1.5 HMIS Shelter Bed Utilization Report 2.3.2 The Subrecipient will provide any other report as requested by the County including aggregate or client level data, through the HMIS System and according to approved CoC Data Sharing agreements. Such reporting shall be for the purposes of 220146-RFP improving access to service. The County reserves the right to add, remove, or revise reporting requirements at its discretion. 2.3.3 The Subrecipient will provide read only access to the project in HMIS for the purpose of monitoring client files no more than once per quarter. The Subrecipient is responsible for notifying HMIS Lead Agency and granting access to the County within 3 business days of monitoring notice. The County will provide notice 14 days prior to desk and on-site monitoring, not to exceed once per quarter. The County may coordinate monitoring with other funding partners. 2.3.4 The Subrecipient shall submit HMIS Consolidated Annual Performance and Evaluation Report (CAPER) annually by July 15th. 2.3.5 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. 2.3.6 Additional reports may be request as required by County and Federal Requirements. 2.4 Participant Record Keeping Subrecipient shall be responsible for maintaining extensive Participant records in an organized manner for all clients in electronic files. 2.5 Program Monitoring and Evaluation 2.5.1 County staff will monitor the Subrecipient’s compliance with, and performance under, the terms and conditions of the contract. On-site visits shall consist of case file reviews, administrative reviews, invoicing processes and other items to be identified at the time of contracting. 2.5.2 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 and contract compliance bi-annually or more often as needed. Monitoring shall occur during Subrecipient’s normal business hours, announced or unannounced. 2.5.3 Subrecipient found to be deficient in any area shall receive written notification of findings and required corrective actions. Subrecipient shall provide a written response outlining corrective actions and steps to ensure findings are corrected and resolved to preclude future issues as directed in the monitoring report. 2.6 Confidentiality of Client Information 2.6.1 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. 2.6.2 Personal Identifiable Information. 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. 2.6.3 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 220146-RFP anyone authorized by the individual listed in the Notices section to receive it. Violation of this Paragraph or applicable law shall constitute grounds to terminate the contract. 2.6.4 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). 2.6.5 Record Dissemination. Except for the persons identified in the Notices section, the Subrecipient shall refer persons 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. 2.6.6 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 Participant’s in whatever form, for research purposes without the prior written approval of the individual listed in the Notices section. 2.7 Program Management and 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 The Subrecipient shall maintain a financial management system that meet the following standards: 2.7.1.3.1 Financial reporting. 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. 2.7.1.3.2 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 220146-RFP authorizations, obligations, unobligated balances, assets, liabilities, outlays or expenditures, and income. 2.7.1.3.3 Internal control. The Subrecipient shall maintain effective control and accountability for all agreement cash, real and personal property, and other assets. The Subrecipient must adequately safeguard all such property and must assure that it is used solely for authorized purposes. 2.7.1.3.4 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. 2.7.1.3.5 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. 2.7.1.3.6 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. 2.7.1.4 Subrecipient recognizes the following as ineligible costs: 2.7.1.4.1 Ineligible Activities 2.7.1.4.1.1 Staff recruitment, entertainment, conferences, or retreats; 2.7.1.4.1.2 Public relations or fundraising; and 2.7.1.4.1.3 Advocacy, planning, and applicant’s organizational capacity building. 2.7.1.4.2 Ineligible Costs 2.7.1.4.2.1 Depreciation; 2.7.1.4.2.2 Debts/late fees; 2.7.1.4.2.3 Financial management system enhancements, unless authorized through an amendment; 2.7.1.4.2.4 Salary of personnel when not working directly with or on approved program activities; 2.7.1.4.2.5 Costs associated with the organization rather than the service delivery (advertisements, pamphlets about organization, etc.); 2.7.1.4.2.6 Transportation costs not directly associated with client service delivery; 2.7.1.4.2.7 Funds expended for childcare centers not licensed by the jurisdiction it/they operates in; and 2.7.1.4.2.8 Costs of direct and outside legal services are not eligible (unless other appropriate services are unavailable or inaccessible within the community). 2.7.1.5 Debt Collection and Audit Resolution 2.7.1.5.1 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 220146-RFP correction, which may be but shall not be limited 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. 2.7.1.5.2 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. 2.7.1.6 Sanctions and Corrective Actions 2.7.1.6.1 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 sanctions shall be at the discretion of the Department. Actions which may lead to the provisions of this section include (but are not limited to): 2.7.1.6.1.1 Failure to perform the required tasks and activities for which the funding is provided. 2.7.1.6.1.2 Failure to achieve the stated performance goals and objectives in section. 2.7.1.6.1.3 Failure to maintain appropriate fiscal and programmatic records in accordance with the terms of the Contract. 2.7.1.6.1.4 Failure to submit the required fiscal and performance reports. 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 EMPLOYEE MANAGEMENT 3.2.1 Subrecipient shall endeavor to maintain the personnel proposed in their proposal throughout the performance of this contract. 3.2.2 If subrecipient personnel’s employment status changes, subrecipient shall provide County a list of proposed replacements with equivalent or greater experience. 3.2.3 Under no circumstances shall the implementation schedule be impacted by a personnel change on the part of the subrecipient. 3.2.4 Subrecipient shall not reassign any key personnel identified in their proposal without the express consent of the County. 3.2.5 County reserves the right to immediately remove from its premises any subrecipient personnel it determines to be a risk to County operations. 3.2.6 County reserves the right to request the replacement of any subrecipient personnel at any time, for any reason. 220146-RFP 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 grant 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 Subrecipients 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 grant. 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, 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 220146-RFP 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 grant 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 grant 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 grant 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. 3.9.2 An attempt to influence includes, but is not limited to: 3.9.2.1 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. 3.9.3 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 grant. 220146-RFP 3.10 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 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 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 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 220146-RFP 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, 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. 4.5.4 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall 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. 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. 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 Contractor’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. 4.5.9.1 Commercial General Liability Commercial General Liability (CGL) insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $1,000,000 for each occurrence, $1,000,000 Products/Completed Operations Aggregate, and $2,000,000 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 220146-RFP or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 4.5.10 Certificates of Insurance 4.5.10.1 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. 4.5.10.2 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 Subrecipient’s work or services and as evidenced by annual Certificates of Insurance. 4.5.10.3 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. 4.5.10.4 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 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. 220146-RFP 4.7 AVAILABILITY OF FUNDS 4.7.1 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. 4.7.2 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 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. 4.8 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. 4.9 STOP WORK ORDER 4.9.1 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: 4.9.1.1 cancel the stop work order; or 4.9.1.2 terminate the work covered by the order as provided in the Termination for Default or the Termination for Convenience clause of this contract. 4.9.1.3 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 4.10 TERMINATION FOR CONVENIENCE Maricopa County may terminate the resultant contract for convenience by providing 60 calendar days advance notice to the Contractor. 4.11 TERMINATION FOR DEFAULT 4.11.1 The County may, by written Notice of Default to the Subrecipient, terminate this contract in whole or in part if the Subrecipient fails to: 220146-RFP 4.11.1.1 deliver the supplies or to perform the services within the time specified in this contract or any extension; 4.11.1.2 make progress, so as to endanger performance of this contract; or 4.11.1.3 perform any of the other provisions of this contract. 4.11.2 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. 4.12 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST 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. 4.13 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. 4.14 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. 4.15 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. 4.16 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW 4.16.1 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. 4.16.2 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 220146-RFP shall reimburse Maricopa County for the services not so adequately supported and documented. 4.17 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. 4.18 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. 4.19 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. 4.20 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. 4.21 RELATIONSHIPS 4.21.1 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. 4.21.2 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. 4.22 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.) 4.23 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 220146-RFP 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. 4.24 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION 4.24.1 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: 4.24.1.1 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; 4.24.1.2 have not within a three-year period preceding this contract: 4.24.1.2.1 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; 4.24.1.2.2 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; 4.24.1.3 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; 4.24.1.4 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 4.24.1.5 have not within a three-year period preceding this contract had any public transaction (Federal, State or local) terminated for cause or default. 4.24.2 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. 4.24.3 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. 4.25 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS 4.25.1 By entering into the contract, the Subrecipient warrants compliance with the Immigration and Nationality Act (INA using E-Verify) and all other Federal 220146-RFP 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. 4.25.2 The County retains the legal right to inspect documents of Subrecipient and subcontractor employees performing work under this contract to verify compliance with paragraph 4.25.1 of this section. Subrecipient 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 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 4.26 SUBRECIPIENT EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS 4.26.1 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. 4.26.2 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. 4.26.3 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). 4.27 SUBRECIPIENT LICENSE REQUIREMENT 4.27.1 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. 4.27.2 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 220146-RFP 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. 4.28 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. 4.29 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. 1.1 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: Diocesan Council for the Society of St Vincent de Paul Diocese Phoenix PO Box 13600 Phoenix, AZ 85002 220146-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 220146-RFP GRANT 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 GRANT AWARD: AMOUNT ADDITIONAL SHELTER BEDS $6,000,000.00 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