PE SOLARI DRAFT CONTRACT 240142.PDF
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Page 1 of 39 CONTRACT PURSUANT TO PH RFP 240142 This Contract is entered into this 1st day of May 2024 by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and Solari, Inc., an Arizona non-profit corporation (“Contractor”) for the purchase of services related to a Telephony-Based Call Center on behalf of Public Health. 1.0 CONTRACT TERM: 1.1 This Contract is for a term of fourteen (14) months, beginning on the 1st day of May 2024 and ending the 30th day of June 2025. 1.2 The County may, at its option and with the agreement of the Contractor, renew the term of this Contract for additional terms up to a maximum of four (4) additional years, (or at the County’s sole discretion, extend the contract on a month-to-month basis for a maximum of six (6) months after expiration). The County shall notify the Contractor in writing of its intent to extend the Contract term at least sixty (60) calendar days prior to the expiration of the original contract term, or any additional term thereafter. 1.3 CONTRACT COMPLETION: The Contractor shall make all reasonable efforts for an orderly transition of its duties and responsibilities to another provider and/or to the County. This may include, but is not limited to, the preparation of a transition plan and cooperation with the County or other providers in the transition. The transition includes the transfer of all records, and other data in the possession, custody or control of Contractor required to be provided to the County either by the terms of this agreement or as a matter of law. The provisions of this clause shall survive the expiration or termination of this agreement. 2.0 PRICE ADJUSTMENTS: Any requests for reasonable price adjustments must be submitted sixty (60) calendar days prior to the Contract expiration date. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. The reasonableness of the request will be determined by comparing the request with the Consumer Price Index or by performing a market survey. If County agrees to the adjusted price terms, County shall issue written approval of the change and provide an updated version of the Contract. The new change shall not be in effect until the date stipulated on the Contract. 3.0 PAYMENTS: 3.1 As consideration for performance of the duties described herein, County shall pay Contractor the sum(s) stated in Exhibit “A.” 3.2 Payment shall be made upon the County’s receipt of a properly completed invoice. 3.3 INVOICES: 3.3.1 The Contractor shall submit one (1) 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: Serial # PH RFP 240142 Page 2 of 39 • Company name, address, and contact • County bill-to name and contact information • Contract Serial Number and Title • County purchase order number • Invoice number and date • Payment terms • Deliverable descriptions to include the following: • Details on the services provided over the billing period including total calls answered and total staff hours. • For transportation services, provide detail on the number of rides, cost per ride, and detailed receipts. • Total Amount Due 3.3.2 Problems regarding billing or invoicing shall be directed to the Department as listed on the Purchase Order. 3.3.3 Payment shall only be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site located at https://azdom-vss-ext.hostams.com/PRDVSS2X1/Advantage4 3.3.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County. 3.3.5 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 3.4 APPLICABLE TAXES: 3.4.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property performed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the Contractor’s invoices. 3.4.2 State and Local Transaction Privilege Taxes: To the extent any State and local transaction privilege taxes apply to sales made under the terms of this Contract it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority. 3.4.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall require all subcontractors to hold Maricopa County harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or State and local laws and regulations, and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security, and Worker’s Compensation. 3.5 TAX (SERVICES): No tax shall be invoiced or paid against Contractor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes. Serial # PH RFP 240142 Page 3 of 39 4.0 AVAILABILITY OF FUNDS: 4.1 The provisions of this Contract relating to payment for services shall become effective when funds assigned for the purpose of compensating the Contractor as herein provided are available to County for disbursement. The County shall be the sole judge and authority in determining the availability of funds under this Contract. County shall keep the Contractor fully informed as to the availability of funds. 4.2 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 shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services are performed in accordance with the provisions of this Contract. County shall give written notice of the effective date of any suspension, amendment, or termination under this Section, at least ten (10) days in advance. 5.0 DUTIES: 5.1 The Contractor shall perform all duties stated in Exhibit “B”, or as otherwise directed in writing by the Procurement Officer. 6.0 TERMS AND CONDITIONS: 6.1 INDEMNIFICATION: To the fullest extent permitted by law, the Contractor shall defend indemnify and hold harmless the County (as Owner), its agents, representatives, agents, 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. Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, agents, 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 there from, caused by negligent acts, errors, omissions, or mistakes in the performance of this Contract, but only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, any one 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. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. The scope of this indemnification does not extend to the sole negligence of County. 6.2 INSURANCE: 6.2.1 Contractor, at Contractor’s own expense, shall purchase and maintain the herein stipulated minimum insurance from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. 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. Serial # PH RFP 240142 Page 4 of 39 6.2.2 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. 6.2.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 6.2.4 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the County’s right to coverage afforded under the insurance policies. 6.2.5 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. 6.2.6 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. 6.2.7 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. 6.2.8 Commercial General Liability: Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $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. 6.2.9 Automobile Liability: Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella insurance with a combined single limit for bodily injury and property damage of not less than $2,000,000 each occurrence with respect to any of the Contractor’s owned, hired, and non-owned vehicles assigned to or used in performance of the Contractor’s work or services or use or maintenance of the premises under this Contract. 6.2.10 Workers’ Compensation: Workers’ Compensation insurance to cover obligations imposed by Federal and State statutes having jurisdiction of Contractor’s employees engaged in the performance of the work or services under this 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. Contractor, its contractors and its subcontractors waive all rights against 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 Serial # PH RFP 240142 Page 5 of 39 commercial umbrella liability insurance obtained by Contractor, its contractors and its subcontractors pursuant to this Contract. 6.2.11 Certificates of Insurance: 6.2.11.1 Prior to Contract award, Contractor shall furnish the County with valid and complete certificates of insurance, or formal endorsements as required by the Contract in the form provided by the County, issued by Contractor’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Contract are in full force and effect. Such certificates shall identify this contract number and title. 6.2.11.2 In the event any insurance policy(ies) required by this Contract is(are) written on a claims made basis, coverage shall extend for two years past completion and acceptance of Contractor’s work or services and as evidenced by annual Certificates of Insurance. 6.2.11.3 If a policy does expire during the life of the Contract, a renewal certificate must be sent to County fifteen (15) calendar days prior to the expiration date. 6.2.12 Cancellation and Expiration Notice: Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to Maricopa County. Contractor must provide to Maricopa County, within two (2) business days of receipt, if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to Maricopa County Office of Procurement Services and shall be mailed, or hand delivered, to 4041 N. Central Avenue, #1400, Phoenix, AZ 85012 or emailed to the Procurement Officer noted in the solicitation. 6.3 FORCE MAJEURE: 6.3.1 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, interruption or failure of electricity or telecommunication service. 6.3.2 Each party, as applicable, shall give the other party notice of its inability to perform and particulars in reasonable detail of the cause of the inability. Each party must use best efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply. 6.3.3 The party asserting Force Majeure as a cause for non-performance shall have the burden of proving that reasonable steps were taken to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated. Serial # PH RFP 240142 Page 6 of 39 6.4 WARRANTY OF SERVICES: 6.4.1 The Contractor warrants that all services provided hereunder will conform to the requirements of the Contract, including all descriptions, specifications and attachments made a part of this Contract. County’s acceptance of services or goods provided by the Contractor shall not relieve the Contractor from its obligations under this warranty. 6.4.2 In addition to its other remedies, County may, at the Contractor's expense, require prompt correction of any services failing to meet the Contractor's warranty herein. Services corrected by the Contractor shall be subject to all the provisions of this Contract in the manner and to the same extent as services originally furnished hereunder. 6.5 INSPECTION OF SERVICES: 6.5.1 The Contractor shall provide and maintain an inspection system acceptable to County covering the services under this Contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to County during Contract performance and for as long afterwards as the Contract requires. 6.5.2 County has the right to inspect and test all services called for by the Contract, to the extent practicable at all times and places during the term of the Contract. County shall perform inspections and tests in a manner that will not unduly delay the work. 6.5.3 If any of the services do not conform to Contract requirements, County may require the Contractor to perform the services again in conformity with Contract requirements, at no cost to the County. When the defects in services cannot be corrected by re-performance, County may: 6.5.3.1 Require the Contractor to take necessary action to ensure that future performance conforms to Contract requirements; and 6.5.3.2 Reduce the Contract price to reflect the reduced value of the services performed. 6.5.4 If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with Contract requirements, County may: 6.5.4.1 By Contract or otherwise, perform the services and charge to the Contractor, through direct billing or through payment reduction, any cost incurred by County that is directly related to the performance of such service; or 6.5.4.1 Terminate the Contract for default. 6.6 ORDERING AUTHORITY: Any request for purchase shall be accompanied by a valid purchase order, issued by Office of Procurement Services, a Purchase Order issued by the using Department or direction by a Certified Agency Procurement Aid (CAPA) with a Purchase Card for payment. 6.7 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION: 6.7.1 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. 6.7.2 Contractors agree 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. Serial # PH RFP 240142 Page 7 of 39 6.8 PURCHASE ORDERS: 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, shipment of product prior to issuance of Purchase Order, etc. 6.9 SUSPENSION OF WORK: The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time that the Procurement Officer determines appropriate for the convenience of the County. No adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Contractor. No request for adjustment under this clause shall be granted unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the Contract. 6.10 STOP WORK ORDER: 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 ninety (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 is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Procurement Officer shall either: 6.10.1 Cancel the stop work order; or 6.10.2 Terminate the work covered by the order as provided in the Default, or the Termination for Convenience clause of this Contract. 6.10.3 The Procurement Officer may make an equitable adjustment in the delivery schedule and/or Contract price, or otherwise, 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. 6.11 TERMINATION FOR CONVENIENCE: Maricopa County may terminate the Contract for convenience by providing sixty (60) calendar days advance notice to the Contractor. 6.12 TERMINATION FOR DEFAULT: The County may, by written notice of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: 6.12.1 Deliver the supplies or to perform the services within the time specified in this Contract or any extension; 6.12.2 Make progress, so as to endanger performance of this Contract; or 6.12.3 Perform any of the other provisions of this Contract. Serial # PH RFP 240142 Page 8 of 39 The County’s right to terminate this contract under these subparagraphs may be exercised if the Contractor does not cure such failure within ten (10) business days (or more if authorized in writing by the County) after receipt of the notice from the Procurement Officer specifying the failure. 6.13 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST: Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without penalty or further obligation within three years after execution of the Contract, if any person significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the County is at any time while the Contract or any extension of the Contract is in effect, an employee or agent of any other party to the Contract in any capacity or consultant to any other party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to A.R.S § 38-511 the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the County from any other party to the Contract arising as the result of the Contract. 6.14 CONTRACTOR LICENSE REQUIREMENT: The Contractor shall procure all permits, insurance, licenses and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any required certification requirements, required by any and all governmental or non-governmental entities as mandated to maintain compliance with and in good standing for all permits and/or licenses. The Contractor shall keep fully informed of existing and future trade or industry requirements, Federal, State and Local laws, ordinances, and regulations which in any manner affect the fulfillment of a Contract and shall comply with the same. Contractor shall immediately notify both Office of Procurement Services and the Department of all changes concerning permits, insurance, or licenses. 6.15 SUBCONTRACTING: 6.15.1 The Contractor may not assign to another contractor or subcontract to another party for performance of the terms and conditions hereof without the written consent of the County. All correspondence authorizing subcontracting must reference the Contract Number and identify the job project. 6.15.2 The Subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates, or the County has approved the increase. The Subcontractor’s invoice shall be invoiced directly to the Prime Contractor, who in turn shall pass-through the costs to the County, without mark-up. A copy of the Subcontractor’s invoice must accompany the Prime Contractor’s invoice. 6.16 AMENDMENTS: All amendments to this Contract shall be in writing and approved/signed by both parties. The designated Procurement Officer shall be responsible for approving all amendments for Maricopa County. 6.17 ADDITIONS/DELETIONS OF REQUIREMENTS: The County reserves the right to add and/or delete materials and services to a Contract. If a service requirement is deleted, payment to the Contractor will be reduced proportionately to the amount of service reduced in accordance with the bid price. If additional materials or services are required from a Contract, prices for such additions will be negotiated between the Contractor and the County. Serial # PH RFP 240142 Page 9 of 39 6.18 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. 6.19 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. 6.20 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. 6.21 RIGHTS IN DATA: 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. 6.22 NON-DISCRIMINATION: Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009- 09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Arizona State Library Research website (http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1) which is hereby incorporated into this contract as if set forth in full herein. During the performance of this Contract, Contractor shall not discriminate against any employee, client, or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability, or national origin. 6.23 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION: 6.23.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the best of his or her knowledge and belief that the Contractor, it’s current officers and directors; 6.23.1.1 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; 6.23.1.2 have not within three (3) year period preceding this Contract; 6.23.1.2.1 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; and 6.23.1.2.2 been convicted of violation of any Federal or State antitrust statues 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; 6.23.1.2.3 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 Serial # PH RFP 240142 Page 10 of 39 result of performing a government entity public (Federal, State or local) transaction or contract; and 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 have not within a three (3) year period preceding this Contract had any public transaction (Federal, State or local) terminated for cause or default. 6.23.1.3 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. 6.23.2 The Contractor 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. 6.24 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS: 6.24.1 By entering into the Contract, the Contractor warrants compliance with the Immigration and Nationality Act (INA using E-verify) and all other Federal immigration laws and regulations related to the immigration status of its employees and A.R.S. §23-214(A). The Contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the Procurement Officer upon request. These warranties shall remain in effect through the term of the Contract. The Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and Control Act of 1986, as amended from time to time, for all employees performing work under the Contract and verify employee compliance using the E-verify system and shall keep a record of the verification for the duration of the employee’s employment or at least three (3) years, whichever is longer. I-9 forms are available for download at USCIS.GOV. 6.24.2 The County retains the legal right to inspect Contractor and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 6.24.1 of this Section. Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the Contract and may pursue any and all remedies allowed by law, including, but not limited to; suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. 6.25 INFLUENCE: 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. An attempt to influence includes, but is not limited to: 6.25.1 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, 6.25.2 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. 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. Serial # PH RFP 240142 Page 11 of 39 6.26 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLERBLOWER RIGHTS: 6.26.1 The Parties agree that this Contract and employees working on this Contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and section 3.908 of the Federal Acquisition Regulation. 6.26.2 Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by Contractor and copies provided to County upon request. 6.26.3 Contractor shall insert the substance of this clause, including this paragraph, in all subcontracts over the simplified acquisition threshold ($150,000 as of September 2013). 6.27 UNIFORM ADMINISTRATIVE REQUIREMENTS: By entering into this Contract, Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. 6.28 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW: 6.28.1 In accordance with section MC1-371 of the Maricopa County Procurement Code the Contractor agrees to retain (physical or digital copies of) all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract for six (6) years after final payment or until after the resolution of any audit questions which could be more than six (6) 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. 6.28.2 If the Contractor’s books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract are not sufficient to support and document that requested services were provided, the Contractor shall reimburse Maricopa County for the services not so adequately supported and documented. 6.29 AUDIT DISALLOWANCES: If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check or a deduction from current invoices submitted by the Contractor equal to the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County. 6.30 OFFSET FOR DAMAGES: In addition to all other remedies at Law or Equity, the County may offset from any money due to the Contractor any amounts Contractor owes to the County for damages resulting from breach or deficiencies in performance of the Contract. Serial # PH RFP 240142 Page 12 of 39 6.31 CONFIDENTIAL INFORMATION: Any information obtained in the course of performing this Contract may include information that is proprietary or confidential to the County. This provision establishes the Contractor’s obligation regarding such information. The Contractor shall establish and maintain procedures and controls that are adequate to assure that no information contained in its records and/or obtained from the County or from others in carrying out its functions (services) under the Contract shall be used by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract. The Contractor’s procedures and controls at a minimum must be the same procedures and controls it uses to protect its own proprietary or confidential information. If, at any time during the duration of the Contract, the County determines that the procedures and controls in place are not adequate, the Contractor shall institute any new and/or additional measures requested by the County within fifteen (15) calendar days of the written request to do so. Any requests to the Contractor for County proprietary or confidential information shall be referred to the County for review and approval, prior to any dissemination. 6.32 PUBLIC RECORDS: Under Arizona law, all Offers submitted and opened are public records and must be retained by the Records Manager at the 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. 6.33 PRICES: Contractor warrants those prices extended to County under this Contract are no higher than those paid by any other customer for these or similar services. 6.34 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, express or implied. 6.35 RELATIONSHIPS: 6.35.1 In the performance of the services described herein, the Contractor shall act solely as an Independent Contractor or 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 Contractor. 6.35.2 For Task Order contracts: The County reserves the right of final approval on proposed staff for all services performed. Also, upon request by the County, the Contractor shall be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two (2) business days, unless previously approved by the County. Serial # PH RFP 240142 Page 13 of 39 6.36 WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01: If Contractor engages in for-profit activity and has 10 or more employees, and if this agreement has a value of $100,000 or more, Contractor 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. 6.37 WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-394: Contractor warrants and certifies that it does not currently, and agrees for the duration of the Agreement, that it will not use: 1. the forced labor of ethnic Uyghurs in the People's Republic of China, 2. any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China, 3. any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. If Contractor becomes aware during the term of this Agreement that the Contractor is not in compliance with this paragraph, Contractor shall notify the County within five business days after becoming aware of the noncompliance. If the Contractor fails to provide a written certification to the County that the Contractor has remedied the noncompliance within 180 days after notifying the County of its noncompliance, then the agreement terminates, except that if the agreement termination date occurs before the end of the 180-day period, the agreement terminates on the agreement termination date. 6.38 RELIGIOUS ACTIVITIES: The Contractor agrees that costs, planned or claimed, including costs incurred, shall not include any expense for any religious activity. 6.39 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. 6.40 ORDER OF PRECEDENCE: In the event of a conflict in the provisions of this Contract and Contractor’s proposed initial or best and final response to the solicitation, the terms of this Contract shall prevail. 6.41 UNIQUE ENTITY IDENTIFIER (UEI) AND SYSTEM FOR AWARD MANAGEMENT REGISTRATION All Contractors must have a Unique Entity Identifier (UEI) number issued through https://sam.gov/content/entity-registration. If Contractor does not have one at time of award, they must apply for one within 30 days of contract award. Contractor must also remain current within the System for Award Management platform located at www.sam.gov throughout the term of the contract. 6.42 POLITICAL ACTIVITY PROHIBITED None of the funds, materials, property, or services contributed by the County or the contractor under the agreement shall be used in the performance of this agreement for any partisan political activity, or to further the election or defeat of any candidate for public office. Serial # PH RFP 240142 Page 14 of 39 6.43 CERTIFICATION REGARDING LOBBYING The undersigned certifies, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, Title 31, U.S.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 6.44 CLEAN AIR ACT & FEDERAL WATER POLLUTION CONTROL ACT 6.44.1 The Contractor agrees to comply with all applicable standards, orders or regulations issued Pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. 6.44.2 The Contractor agrees to comply with all applicable standards, orders, or regulations issued Pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. 6.44.3 The Contractor agrees to report each violation of the Clean Air Act and the Water Pollution Control Act to the County and understands and agrees that the County will, in turn, report each violation as required to assure notification to the federal awarding agency, and the appropriate Environmental Protection Agency Regional Office. Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance. 6.45 PROHIBITION ON CONTRACTING FOR COVERED TELECOMMUNICATIONS EQUIPMENT OR SERVICES Pursuant to Public Law 115–232, and 2 C.F.R. § 200.216, Contractor is prohibited from obligating or expending loan or grant funds to: 1. Procure or obtain; 2. Extend or renew a contract to procure or obtain; or 3. Enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115–232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (i) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Serial # PH RFP 240142 Page 15 of 39 Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). (ii) Telecommunications or video surveillance services provided by such entities or using such equipment. (iii) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. 6.46 INCORPORATION OF DOCUMENTS: The following are to be attached to and made part of this Contract: 6.46.1 Exhibit A, Pricing 6.46.2 Exhibit B, Scope of Work 6.46.3 Attachment C, Respondent’s References 6.47 NOTICES: All notices given pursuant to the terms of this Contract shall be addressed to: For County: For Contractor: Maricopa County Department of Public Health Solari, Inc. Purchasing & Contracts Unit ATTN: Cheryl Bucalo, Procurement Officer Renisha Pool, Contracts Administrator 4041 N. Central Avenue, #1400 1275 W. Washington Street Suite 210 Phoenix, AZ 85012 Tempe, AZ 85288 Cheryl.Bucalo@Maricopa.gov contracts@solari-inc.org (602) 506-6886 (480) 935-4129 Serial # PH RFP 240142 Page 16 of 39 IN WITNESS WHEREOF, this Contract is executed on the date set forth above. CONTRACTOR AUTHORIZED SIGNATURE Justin N. Chase, CEO PRINTED NAME AND TITLE 1275 W. Washington, Suite 210, Tempe, AZ 85288 ADDRESS DATE MARICOPA COUNTY CHAIRMAN, BOARD OF SUPERVISORS DATE ATTESTED: CLERK OF THE BOARD DATE APPROVED AS TO FORM: DEPUTY COUNTY ATTORNEY DATE Mar 29, 2024 Serial # PH RFP 240142 Page 17 of 39 EXHIBIT A PRICING 2,798,033 – Paid out $199,859.50 per month 130,500 – Cost-reimbursement not-to-exceed 2,928,533 Serial # PH RFP 240142 Page 18 of 39 EXHIBIT B SCOPE OF WORK Original Scope of Work from Solicitation: 2.0 SCOPE OF WORK: The intent of this award is for the selected Contractor to provide community outreach and connection to services for the two projects described below. The single selected Contractor shall provide all equipment, infrastructure, services, and staff to successfully deliver the following contract requirements as outlined for each project. 2.1 Project 1 - Promotores Bilingual Helpline 2.1.1 During the term of the agreement, Contractor shall establish and staff a hotline made up of bilingual staff (Promotores) to serve Spanish speaking individuals residing in Maricopa County. Services shall include triaging of calls, answering questions, and providing various assistance services related to COVID-19 as well as other community needs that have been exacerbated due to the pandemic. 2.1.2 Promotores shall provide COVID-19 information to Spanish-speaking individuals and schedule vaccine appointments on their behalf upon request. 2.1.3 MCDPH anticipates a need for approximately 15 28 Bilingual Promotores to provide the needed coverage during the required hours of operation which are currently Monday - Friday, 8:00am – 5:00pm, Phoenix time. This is based upon a projected call volume of between 400-500 calls per day. 2.1.3.1 Should circumstances create a change in the volume of calls, MCDPH and Contractor may make mutually agreed upon revisions to either the required hours, duration, or any other item contained in the scope of work or compensation. 2.1.4 Contractor shall be responsible for training the Promotores with how to answer questions related to community needs within Maricopa County. 2.1.5 Contractor must be prepared for and provide a plan for how to triage calls if all operators are on other calls. 2.1.6 Contractor shall be responsible for scheduling the Promotores to operate the helpline and ensure all calls received are documented by the completion of a survey. 2.1.6.1 Surveys shall capture caller information including age categories, zip code, and disposition (scheduled appointment, info only, etc.). Serial # PH RFP 240142 Page 19 of 39 2.1.7 Contractor shall meet with MCDPH on a regular periodic basis to discuss issues related to call volume, social media, website issues, and staffing. Urgent matters shall be brought to the attention of MCDPH within 1 business day. 2.1.8 Contractor shall provide monthly reports to MCDPH with data related to call volume, average speed of answer, abandonment rate, as well as updates received from required caller survey results. 2.1.9 It is up to the Contractor to propose a not to exceed budget and compensation strategy for this project that shall be inclusive of all costs to provide the services indicated above over the initial 14-month term of the agreement. Proposed budget and compensation strategy will be subject to negotiation. 2.2 Project 2 - Community Services Heat Helpline 2.2.1 During specific timeframes of the agreement, Contractor shall establish and staff a hotline serving residents of Maricopa County with connection to services for those adversely affected by heat. Operators shall triage calls, answer questions, and provide linkage to services including those requiring transportation services to and from hydration, respite, and cooling center locations. It is MCDPH’s intent that existing staff from project #1 may be used to staff this Helpline. This project is intended to only run May 1, 2024 – September 30, 2024, and then again May 1, 2025 – June 30, 2025. 2.2.2 Hours of operation for this service are seven (7) days a week (Sunday – Saturday), 9:00am – 7:00pm, Phoenix local time. 2.2.3 Contractor shall provide staff (operators) to answer calls and provide information and assistance related to hydration, respite, and cooling center locations as well as other available services within Maricopa County. 2.2.4 Contractor shall be responsible for all training provided to the operators to enable them to answer questions related to heat-related services available throughout Maricopa County. 2.2.5 Contractor must be prepared for and provide a plan for how to triage calls if all operators are on other calls. 2.2.6 Contractor shall establish a primary and alternate system to coordinate and provide transportation of individuals to and from hydration, respite, and cooling centers as needed. 2.2.6.1 Although this number is subject to change, it is currently anticipated the number of trips over each project period will be 3,750 trips, or approximately 20 trips daily. 2.2.7 Contractor shall be responsible for scheduling the operators as needed and ensuring all calls received are fully documented. 2.2.8 Contractor shall meet with MCDPH on a regular periodic basis to discuss issues related to call volume, social media, website issues, and staffing. Urgent matters shall be brought to the attention of MCDPH within 1 business day. Serial # PH RFP 240142 Page 20 of 39 2.2.9 Contractor shall provide monthly reports to MCDPH that shall include the following information at a minimum: 2.2.9.1 Number of calls related to heat relief 2.2.9.2 Number of calls by type of assistance required (find a hydration, respite, cooling center, transportation to a hydration, respite, cooling center, A/C is broken, other) 2.2.9.3 Number of calls by time of day & day of week in the following categories: 2.2.9.3.1 Weekdays (by weekday M, Tu, W, Th, F) – 9:00 am – noon, Weekdays – noon – 5:00 pm, Weekdays – 5:00pm – 7:00 pm 2.2.9.3.2 Saturdays - 9:00 am – noon, Saturdays – noon – 5:00 pm, Saturdays – 5:00pm – 7:00 pm 2.2.9.3.3 Sundays 9:00 am – noon, Sundays – noon – 5:00 pm, Sundays – 5:00pm – 7:00 pm 2.2.9.4 ZIP code location of caller 2.2.9.5 Number of people who request or accept transportation to or from a hydration, respite, or cooling center 2.2.9.6 Number of people transported to or from a hydration, respite, or cooling center by the street address or name of center 2.2.9.7 Other data points that shall be mutually agreed upon by MCDPH and Contractor 2.2.10 It is the intent of MCDPH that this portion shall be paid out on a cost-reimbursement basis due to the uncertainty and difficulty in determining needed transportation costs. Therefore, it is up to the Contractor to propose a not to exceed budget and compensation strategy for this project that shall be inclusive of all costs to provide the services indicated above for the two periods of performance indicated in the agreement. Proposed budget and compensation strategy will be subject to negotiation. 2.2.11 Detailed receipts with information related to this service must be included with each invoice. 2.2.11.1 Details on the services provided over the billing period including total calls answered and total staff hours. 2.2.11.2 For transportation services, provide detail on the number of rides, cost per ride, and detailed receipts. Serial # PH RFP 240142 Page 21 of 39 Contractor’s Response: Serial # PH RFP 240142 Page 22 of 39 Serial # PH RFP 240142 Page 23 of 39 Serial # PH RFP 240142 Page 24 of 39 Serial # PH RFP 240142 Page 25 of 39 Serial # PH RFP 240142 Page 26 of 39 Serial # PH RFP 240142 Page 27 of 39 Serial # PH RFP 240142 Page 28 of 39 Serial # PH RFP 240142 Page 29 of 39 Serial # PH RFP 240142 Page 30 of 39 Serial # PH RFP 240142 Page 31 of 39 Serial # PH RFP 240142 Page 32 of 39 Serial # PH RFP 240142 Page 33 of 39 Serial # PH RFP 240142 Page 34 of 39 Serial # PH RFP 240142 Page 35 of 39 Serial # PH RFP 240142 Page 36 of 39 Maricopa County Heat Helpline Period: 05/01/24 - 06/30/25 OPERATING SERVICES Item Units Cost per Unit Total Cost 2024 Client Transportation: Estimated rate of $15.00 per ride 3686 $15 $55,290 2025 Client Transportation: Estimated rate of $15.00 per ride 3686 $15 $55,290 Total $110,580 Total Cost for Contract Service $110,580 Admin 18% $19,904.40 Grand Total* $130,484 * The total amount for this service is limited to $130,500. Proposed Payment Structure: Solari will submit monthly invoices for cost-reimbursement. Payment is due 30 days upon receipt. Serial # PH RFP 240142 Page 37 of 39 Serial # PH RFP 240142 Page 38 of 39 Best and Final Response: Serial # PH RFP 240142 Page 39 of 39