INNOVATION FOR JUSTICE AGREEMENT .PDF
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Innovation for Justice (i4J) Page 1 of 14 INTERGOVERNMENTAL AGREEMENT BETWEEN MARICOPA COUNTY AND LAW COLLEGE ASSOCIATION, UNIVERSITY OF ARIZONA IN SUPPORT OF INNOVATION FOR JUSTICE (i4J) Agreement Number: Agreement Amount: $50,000 Agreement Start Date: August 23, 2023 Agreement Termination Date: June 30, 2024 1.0 PARTIES This Intergovernmental Agreement (“Agreement”) is between the Law College Association, University of Arizona’s Innovation for Justice (i4J) (“Contractor”) and Maricopa County (“County”) administered by its Human Services Department, (“Department”). The County and the Contractor collectively are referred to as the “Parties” and individually as the “Party.” 2.0 PURPOSE The County shall support the Housing Stability Legal Advocates (HSLA Initiative), this pilot will leverage regulatory reform in Arizona to train and empower non-lawyers to give legal advice about housing stability. The HSLA Initiative shall establish a tier of social-services based legal professionals who will be certified to provide limited-scope legal advice to tenant that are low-income and are experiencing housing instability. 3.0 TERM OF AGREEMENT 3.1 The term of this Agreement is from August 23, 2023, through June 30, 2024. 3.2 This Agreement shall be effective upon approval and signature by both Parties. 4.0 RENEWAL This Agreement may be renewed by a written amendment provided the Contractor is in full compliance with all terms and conditions of this Agreement. 5.0 AMENDMENTS Any changes to this Agreement shall be effective only through a written amendment signed by both Parties. Innovation for Justice (i4J) Page 2 of 14 6.0 TERMINATION 6.1 The Parties may cancel this Agreement without penalty or further obligation, under A.R.S. § 38-511. Either Party may terminate this Agreement at any time by giving the other Party at least thirty (30) calendar days prior notice in writing (unless terminated by a Party under the Availability of Funds provision). Either Party may terminate for convenience by providing 30 calendar days advance notice. 6.2 This Agreement will terminate upon the expiration date listed on page 1 of this Agreement, if not terminated by one of the methods listed below. 6.3 The County has the right to terminate this Agreement upon twenty-four (24) hour notice: 6.3.1 when it deems the health or welfare of the service recipients are endangered, or 6.3.2 when the other Party’s noncompliance jeopardizes funding source financial participation. 6.4 In accordance with 2 C.F.R. §§ 200, et seq., the County may suspend or terminate this Agreement: 6.4.1 if the Contractor violates any material term or condition of this Agreement, 6.4.2 if the Contractor fails to maintain a good-faith effort to carry out the purpose of this Agreement, 6.5 The Party initiating the termination shall notify the other Parties in writing stating the reasons for such termination. 6.5.1 a cancellation notice shall be effective when the recipient receives a written notice of cancellation unless the notice specifies a later date. 6.5.2 the notice shall be given by either personal delivery or registered or certified mail, postage prepaid and return receipt requested, to the persons at the addresses set forth in the Notices paragraph of this Agreement. 7.0 ADMINISTRATIVE CHANGE ORDERS 7.1 The Chairman of the Board of Supervisors is authorized upon the recommendation of the Human Services Department Director and Legal Counsel to make changes within the general scope of the Agreement on behalf of the County through Administrative Change Orders. The Contractor’s signing authority, or their designee, is authorized to approve and sign Administrative Change Orders on behalf of the Contractor. Administrative Changes shall be approved by both Parties and fully executed by the Chairman of the Board of Supervisors and Contractor. Administrative Change Orders may address any of the following areas: 7.1.1 Modifications to the project timeline if the last day of the project timeline is within the Agreement term. 7.1.2 Modifications to Budget line items if the Agreement Amount remains unchanged; 7.1.3 Modifications required by federal, state, or County regulations, ordinances, or policies; and 7.1.4 Modifications to Administrative requirements such as changes in reporting periods, frequency of reports, or report formats required by the U.S. Department of Treasury or local regulations, policies, or requirements. 8.0 FUNDING The County shall provide the Contractor with $50,000 in unrestricted grant funds. Innovation for Justice (i4J) Page 3 of 14 9.0 AVAILABILITY OF FUNDS 9.1 This Agreement and the Parties’ obligations under it shall become effective when funds assigned for the purpose of compensating the Contractor are available to the County for disbursement. The County shall be the sole authority in determining the availability of funds under this Agreement, and the County shall keep the Contractor fully informed as to the availability of funds. 9.2 If any action is taken by any federal, state, local agency, or any other agency or instrumentality other than the Parties to amend, suspend, or terminate its fiscal obligation under or provided in connection with this Agreement, then the Parties may amend, suspend, or terminate this Agreement. In the event of termination, the Parties shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services were performed in accordance with the provisions of this Agreement. The Parties shall give written notice of their intent to suspend performance or intent to terminate this Agreement under this section at least ten (10) calendar days in advance. 10.0 SCOPE OF WORK 10.1 The Contractor shall: 10.1.1 Establish a training program that will allow staff to provide legal advice to tenants navigating rental housing issues. 10.1.2 Recruit subject matter experts to include community-based organizations, judges, lawyers, property investors/ managers/ owners, housing advocates, policy experts to develop HSLA training curriculum. 10.1.3 Provide recorded HSLA curriculum on an online learning platform. 10.1.4 Recruit 20 staff members to participate in the first HSLA cohort. 10.1.5 Design program evaluation and publish findings related to the first year of the HSLA Initiative. 10.1.6 Establish a quarterly meeting schedule to evaluate activities and progress. 11.0 METHOD OF PAYMENT 11.1 The total fixed price for this Agreement is $50,000. 11.2 Upon execution of the Agreement, the Contractor shall submit an invoice for $25,000 to the Department via email: HSDFinance@maricopa.gov 11.3 The Contractor shall submit an invoice for $25,000 no later than December 31, 2023. 11.4 The Contractor is responsible for the expenditure of funds and maintaining adequate supporting records consistent with generally accepted accounting practices. 12.0 NOTICES Notifications and communications concerning this Agreement shall be directed to the following: Law College Association of the University of Arizona (LCA): Stacy Butler, i4J Director 1201 E. Speedway Blvd Tucson, AZ 85721 stacy@innovation4justice.org Maricopa County: Human Services Department Jacqueline Edwards, Director 234 N. Central Avenue 3rd Floor Phoenix, AZ 85004 602-506-4812 Jacqueline.Edwards@maricopa.gov Innovation for Justice (i4J) Page 4 of 14 13.0 EMPLOYMENT DISCLAIMER 13.1 This Agreement is not intended to constitute, create, give rise to, or otherwise recognize a joint venture agreement, partnership, or other formal business association or organization of any kind, and the rights and obligations of the Parties shall be only those expressly set forth in this Agreement. 13.2 The Contractor agrees that no individual performing under this Agreement on behalf of the Contractor may be considered a County agent, employee, or representative and that no rights of County civil service, County retirement, or County personnel rules shall accrue or apply to any such individual. The Contractor shall have total responsibility for all salaries, wages, bonuses, retirement, withholdings, workers’ compensation, occupational disease compensation, unemployment compensation, other employee benefits, and all taxes and premiums appurtenant thereto concerning such individuals shall indemnify, defend, and hold harmless the County with respect to the foregoing. 13.3 The County agrees that no individual performing under this Agreement on behalf of County may be considered a Contractor agent, employee, or representative and that no rights of Contractor civil service, Contractor retirement, or Contractor personnel rules shall accrue or apply to any such individual. The County shall have total responsibility for all salaries, wages, bonuses, retirement, withholdings, workers’ compensation, occupational disease compensation, unemployment compensation, other employee benefits, and all taxes and premiums appurtenant thereto concerning such individuals and the County shall indemnify, defend, and hold harmless the Contractor with respect to the foregoing. 14.0 GENERAL REQUIREMENTS 14.1 The terms of this Agreement shall be construed in accordance with Arizona law and the applicable laws and regulations of the American Rescue Plan Act. Any lawsuit arising out of this Agreement shall be brought in the appropriate court in Maricopa County, Arizona. 14.2 The Contractor shall, without limitation, obtain and maintain all licenses, permits and authority necessary to do business, render services and perform work under this Agreement, and shall comply with all laws regarding unemployment insurance, disability insurance and worker's compensation. 14.3 The Contractor is an independent contractor in the performance of work and the provision of services under this Agreement and is not to be considered an officer, employee, or agent of the County. 14.4 The Contractor shall comply with the applicable regulations prohibiting a conflict of interest. The Contractor shall not make any payments, either directly or indirectly, to any person, partnership, corporation, trust, or other organization that has a substantial interest in Contractor's organization or with which the Contractor (or any of its directors, officers, owners, trust certificate holders, or a relative thereof) has a substantial interest, unless the Contractor has made full written disclosure of the proposed payments to the County and has received written approval for the payments. 14.5 For purposes of this provision, the terms "substantial interest" and "relative" shall have the meanings prescribed by A.R.S. § 38-502. 14.6 The Parties specifically acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, any reference to a requirement pertaining to a statute, ordinance, law, rule, regulation, or published guidance/circular shall apply only insofar as the statute, ordinance, law, rule, regulation, or published Innovation for Justice (i4J) Page 5 of 14 guidance/circular is applicable to this Agreement and the Party against whom the requirement is being enforced. 15.0 ASSIGNMENT AND SUBCONTRACTING No right, liability, obligation, or duty under this Agreement may be assigned, delegated, or subcontracted, in whole or in part, without the prior written approval of the County. The Contractor shall bear all liability under this Agreement, even if it is assigned, delegated, or subcontracted, in whole or in part, unless the County agrees otherwise. 16.0 DISPUTES 16.1 The Parties may attempt to informally resolve any dispute arising out of this Agreement for a reasonable period of time, which shall not exceed one hundred twenty (120) calendar days of notification of dispute: 16.1.1 The Contractor shall notify the Department Director in writing of a dispute. 16.1.2 The Director shall respond in writing to the Contractor within fourteen (14) business days. 16.1.3 The decision of the Director shall be final and conclusive unless, within seven (7) business days after the date the Contractor is served with the decision, the Contractor files a written notice of appeal. 16.1.4 Pending a final decision of the Director, the Contractor shall diligently proceed with its performance of this Agreement in accordance with the Director’s decision. 16.1.5 If a dispute is not resolved, the Parties may opt to: 16.1.5.1 Obtain input from respective Legal entity, or 16.1.5.2 Terminate the Contract 17.0 SEVERABILITY Any provision of this Agreement that is determined to be invalid, void, or illegal by a court shall in no way affect, impair, or invalidate any other provision of this Agreement, and the remaining provisions shall remain in full force and effect. 18.0 STRICT COMPLIANCE A Party’s acceptance of the other Party’s performance that is not in strict compliance with the terms of this Agreement shall not be deemed to waive the requirements of strict compliance for all future performance. All changes in performance obligations under this Agreement shall be in writing and signed by both Parties. 19.0 AUDIT REQUIREMENTS Contractor shall complete a Comprehensive Annual Financial Report, prepared in accordance with generally accepted accounting principles audited by an independent certified public accountant and a copy shall be provided to County representative listed in section 12.0 (Notices.). 20.0 AUDIT DISALLOWANCES 20.1 The Contractor shall, upon written notice, reimburse the County for any payments made under this Agreement that are disallowed by a federal, state, or County audit in the amount of the disallowance. Court costs and attorney and expert fees incurred will be specifically identified as applicable to the recovery of the disallowed costs in question. 20.2 If the County determines that a cost for which payment has been made is a disallowed cost, then the County will notify the Contractor in writing of the Innovation for Justice (i4J) Page 6 of 14 disallowance and the required course of action, which shall be at the option of the County, either to adjust any future claim submitted by the Contractor by the amount of the disallowance or to require immediate repayment of the disallowed amount by the Contractor issuing a check payable to the County. 21.0 ADEQUACY OF RECORDS If the Contractor’s books, records, and other documents related to this Agreement are not sufficient to support and document that allowable services were provided to eligible participants, then the Contractor shall reimburse the County for the services not supported and documented. 22.0 LIMITATION ON LIABILITY 22.1 The County and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions shall not be liable for any act or omission by the Contractor or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, or commissions occurring in the performance of this Agreement, nor shall the County and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions be liable for purchases or contracts made by the Contractor or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, or commissions in connection with this Agreement. 22.2 The Contractor and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions shall not be liable for any act or omission by the County or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, or commissions occurring in the performance of this Agreement, nor shall the Contractor and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions be liable for purchases or contracts made by the County or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, or commissions in connection with this Agreement. 23.0 GENERAL INDEMNIFICATION Each Party (as “Indemnitor”) agrees to indemnify, defend, and hold harmless the other Party (as “Indemnitee”) from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney and expert fees) (collectively referred to as “Claims”) either arising from or related to breach of this Agreement, but only to the extent that such Claims are caused by the act, omission, negligence, misconduct, or other fault of the Indemnitor and any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions. 24.0 INSURANCE As instrumentalities of the State of Arizona, both Parties are self-insured under the State of Arizona, Department of Administration Risk Management Department as provided under Arizona Revised Statutes Sections 41-621 et seq. That self-insurance program provides the Parties with adequate insurance coverage as necessary and reasonable to insure itself and its personnel in connection with the performance of this Agreement. Innovation for Justice (i4J) Page 7 of 14 25.0 TECHNICAL ASSISTANCE The County will provide reasonable technical assistance to the Contractor to assist in complying with state and federal laws, and regulations, and accountability for diligent performance and compliance with the terms and conditions of this Agreement and all applicable laws, regulations, and standards. However, this assistance in no way relieves the Contractor of full responsibility and accountability for its actions and performance in compliance with the terms of this Agreement. 26.0 CLEAN AIR ACT The Contractor agrees to comply with all regulations, standards and orders issued pursuant to the Clean Air Act of 1970, as amended (42 U.S.C. §§ 7401, et seq.), to the extent any are applicable by reason of performance of this Agreement. 27.0 LOBBYING 27.1 No federal appropriated funds have been paid or will be paid by or on behalf of the Contractor 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 the awarding of any federal agreement, 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 agreement, grant, loan, or cooperative agreement. 27.2 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 any federal agreement, grant, loan or cooperative agreement, then the Contractor shall complete and submit OMB Form-LLL, titled "Disclosure of Lobbying Activities," in accordance with its instructions and 31 U.S.C. § 1352. 28.0 RELIGIOUS ACTIVITIES The Contractor warrants that none of its costs and none of the costs incurred by the Contractor or any of its Subcontractors will include any expense for any religious activities. 29.0 POLITICAL ACTIVITY PROHIBITED None of the funds, materials, property, or services contributed by the County or the Contractor or any Subcontractor under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office. 30.0 COVENANT AGAINST CONTINGENT FEES The Contractor warrants that no persons or entities have been employed or retained by it to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee. For breach or violation of this warranty, the County may immediately terminate this Agreement without liability. 31.0 RIGHTS IN DATA The County shall have the use of data and reports resulting from this Agreement without cost or other restriction, except as otherwise provided by law or applicable regulation. Each Party shall supply to the other Party, upon request, any available information that is relevant to this Agreement and to the performance under it. Innovation for Justice (i4J) Page 8 of 14 32.0 COPYRIGHTS If this Agreement results in a book or other written material, the author is free to copyright the work, but the County reserves a royalty-free, nonexclusive, perpetual and irrevocable license to reproduce, publish, and otherwise use and to authorize others to use, all copyrighted material and all material that may be copyrighted because of this Agreement. 33.0 AGREEMENT COMPLIANCE MONITORING/AUDITING The County may monitor the Contractor's compliance for fiscal and programmatic performance under the terms and conditions of this Agreement and applicable regulations depending on funding source. On-site visits for compliance monitoring may be made by the County or its grantor agencies (or by both the County and its grantor agencies) at any time during the Contractor's normal business hours, announced and/or unannounced. For auditing purposes, the County shall provide the Contractor with 30-days’ advance notice of any proposed on-site visit. During an on-site visit(s), the Contractor shall make all of its records and accounts related to work performed or services provided under this Agreement available to the County for inspection and copying. 34.0 MINIMUM WAGE REQUIREMENTS The Contractor warrants that it shall pay all of its employees who are engaged in either performing work or providing services under the terms of this Agreement not less than the minimum wage specified under Section 206(a)(1) of the Fair Labor Standards Act of 1938, as amended (29 U.S.C. §§ 201, et seq.), by law and regulation, and, as applicable, Executive Order 13658, as amended, and as specified by Arizona law. 35.0 RECOGNITION OF COUNTY SUPPORT The Contractor shall give recognition to the County and the funding source for its support when the Contractor publishes materials or releases public information that is paid for in whole or in part with funds received by the Contractor under this Agreement. 36.0 NONDISCRIMINATION, EQUAL OPPORTUNITY AND EQUAL ACCESS The Contractor, in connection with any services or other activities under this Agreement, shall not in any way discriminate against any person on the grounds of race, color, religion, sex, national origin, age, disability, political affiliation or belief. The Contractor shall include this clause in all its Subcontracts. 37.0 DISABILITY REQUIREMENTS The Contractor agrees that any electronic or information technology offered under this Agreement shall comply with A.R.S. §§41-2531 and 41-2532 and Section 508 of the Rehabilitation Act of 1973, which requires that employees and members of the public shall have access to and use of information technology that is comparable to the access and use by employees and members of the public who are not individuals with disabilities. 38.0 EQUAL EMPLOYMENT OPPORTUNITY 38.1 The Contractor shall not discriminate against any employee or applicant for employment because of race, age, disability, color, religion, sex, sexual identity, gender identity, or national origin. 38.2 The Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, age, disability, color, religion, sex sexual identity, gender identity, or national origin. Such action shall include, but is not limited to, the following: employment, Innovation for Justice (i4J) Page 9 of 14 upgrading, demotion or transfer, recruitment or recruitment advertising, lay-off or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. 38.3 The Contractor shall and shall cause its Subcontractors to comply with: 38.3.1 Title VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et seq.); 38.3.2 the Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); 38.3.3 the Age Discrimination in Employment Act of 1967, as amended (29 U.S.C. §§ 621, et seq.); 38.3.4 the Americans with Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.); and 38.3.5 Arizona Executive Order 2009-09, as amended, which mandates that all persons shall have equal access to employment opportunities. 39.0 UNIFORM ADMINISTRATIVE REQUIREMENTS The 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. 40.0 RETENTION OF RECORDS 40.1 This provision applies to all financial and programmatic records, supporting document, statistical records, and other records of the Contractor that are related to this Agreement. 40.2 The Contractor shall retain all records relevant to this Agreement 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 longer, and the County, federal and state auditors and any other persons duly authorized by the County shall have full access to, and the right to examine, copy, and make use of any and all of the records. 41.0 IMMIGRATION LAWS AND REGULATIONS 41.1 Federal Immigration and Nationality Act 41.1.1 The Contractor understands and acknowledges the applicability of the Immigration Reform and Control Act of 1986 (IRCA). The Contractor agrees to comply with the IRCA in performing under this Agreement and to permit the County to inspect personnel records to verify such compliance. 41.1.2 By entering into this Agreement, the Contractor warrant compliance with the Federal Immigration and Nationality Act (FINA) and all other federal immigration laws and regulations related to the immigration status of its employees. The Contractor shall obtain statements from their subcontractors certifying compliance and shall furnish the statements to the County upon request. These warranties shall remain in effect through the term of the Agreement. The Contractor and their subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the U.S. Department of Labor’s Immigration and Control Act for all employees performing work under the Agreement. I-9 forms are available for download at USCIS.GOV. 41.1.3 The County may request verification of compliance for any employee or Subcontractor performing work under the Agreement. Should the County suspect or find that the Contractor or any of its Subcontractors are not in Innovation for Justice (i4J) Page 10 of 14 compliance, then the County may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Agreement for default, and suspension or debarment (or both) of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor or its Subcontractor. 41.2 Arizona Law: The Contractor warrants that it is in compliance with A.R.S. § 41- 4401 (E-Verify requirements) and further acknowledges that: 41.2.1 That then Contractor and its contractors, if any, warrant their compliance with all federal immigration laws and regulations that relate to their employees and their compliance with A.R.S. § 23-214; 41.2.2 A breach of a warranty under this Subparagraph 40.2 shall be deemed a material breach of this Agreement and the County may immediately terminate this Agreement without liability; and 41.2.3 The County and any contracting government entity retain the legal right to inspect the papers and employment records of any Contractor or Vendor employees who works on this Agreement to ensure that the Contractor or contractor is complying with the warranty provided under this Subparagraph 41.2 and that the Contractor agrees to make all papers and employment records of those employees available during normal working hours in order to facilitate such an inspection. 42.0 DRUG FREE WORKPLACE ACT The Contractor shall comply with the Drug-Free Workplace Act of 1988 (41 U.S.C. §§ 701, et seq.), which requires that Contractors and grantees of federal funds must certify that they will provide drug-free workplaces. This certification is a precondition to receiving a grant or entering into this Agreement. 43.0 CERTIFICATION REGARDING DEBARMENT, SUSPENSION INELIGIBILITY AND VOLUNTARY EXCLUSION 43.1 The undersigned, by signing this Agreement, represents that he/she has the authority to bind the Contractor to the terms of this Certification. The Contractor, as the primary participant in accordance with 2 C.F.R. Part 180, certifies to the best of its knowledge and belief that it and its principals: 43.1.1 Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 43.1.2 Have not within a 3-year period preceding the Start Date of this Agreement, been convicted of or had a civil judgment rendered against them for (1) the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, State, or local) transaction or contract under a public transaction; (2) the violation of any federal or State antitrust statutes or (3) the commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 43.1.3 Are not presently indicted or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with the commission of any of the offenses enumerated in Sub-subparagraph 43.1.2 above; and 43.1.4 Have not, within a three-year period preceding this Start Date of this Agreement, had one or more public transactions (federal, state, or local) terminated for cause or default. Innovation for Justice (i4J) Page 11 of 14 43.2 The Contractor agrees to 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 Agreement. 44.0 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS: 44.1 The Contractor agrees that this Agreement and employees working on this Agreement will be subject to the whistleblower rights and remedies 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. 44.2 The 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 the Contractor, and copies provided to County upon request; and 44.3 The Contractor shall insert the substance of this clause, including this paragraph in all subcontracts over the simplified acquisition threshold ($250,000 as of June 2021). 45.0 WRITTEN CERTIFICATION PURSUANT TO A.R.S. § 35-393.01 If the Contractor engages in for-profit activity and has 10 or more employees, and if this Agreement has a value of $100,000 or more, then the Contractor certifies it is not currently engaged in and agrees for the duration of this Agreement not to engage in, a boycott of goods and services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. 46.0 SURVIVAL The indemnification, hold harmless, defense, and non-liability provisions of this Agreement shall have full force and effect notwithstanding any other provisions in this Agreement and shall survive the termination or expiration of this Agreement. 47.0 DEFAULT AND REMEDIES FOR NONCOMPLIANCE 47.1 Notwithstanding anything to the contrary, this section shall not be deleted or superseded by any other provision of this Agreement. 47.2 This Agreement may be immediately terminated by either Party if the other Party defaults by failing to perform any material objective or breaches any material obligation under this Agreement, or any event occurs that materially jeopardizes a Party’s ability to perform any of its obligations under this Agreement. A Party will not be in default until the other Party provides reasonable notice of the default, and an opportunity to cure, which shall be a minimum of thirty (30) days. 47.3 Failure to comply with the requirements of this Agreement and all the applicable federal, state, or local laws, rules, and regulations may result in suspension or termination of this Agreement, the return of unexpended funds (less just compensation for work satisfactorily completed that, to date, has not been paid), the reimbursement of funds improperly expended, or the recovery of funds improperly acquired. Noncompliance includes, but is not limited to: 47.3.1 Non-performance of any material obligations required by this Agreement. 47.3.2 Noncompliance with any applicable federal, state, or local laws, rules, or regulations. 47.3.3 Unauthorized expenditure of funds. Innovation for Justice (i4J) Page 12 of 14 47.3.4 Noncompliance with applicable financial record requirements, accounting principles, or standards established by OMB circulars and 2 C.F.R. § 200 et seq. 47.3.5 Noncompliance with recordkeeping, record retention, or reporting requirements. 47.4 Notwithstanding the suspension or termination of this Agreement, or the final determination of the proper disposition of funds, the defaulting Party shall, without intent to limit or with restrictions, be subject to the following: 47.4.1 Acknowledge that suspension or termination of this Agreement does not affect or terminate any rights against the defaulting Party at the time of suspension or termination, or that may accrue later. Nothing herein shall be construed to limit or terminate any right or remedy available under Agreement or rule. 47.4.2 Waiver of a breach or default of any term, covenant, or condition of this Agreement or any federal, state, or local law, rule, or regulation shall not operate as a waiver of any subsequent breach of the same or any other term, covenant, condition, law, rule, or regulation. 47.5 The defaulting Party shall, upon notice or with knowledge obtained by itself or others, take any and all proactive actions necessary, and provide any and all applicable remedies to address and correct any act by itself, and any and all of its agents, representatives, officers, officials, directors, employees, volunteers, successors, assigns, or Subcontractors that resulted in any wrongdoing (intentional or unintentional); misuse or misappropriation of funds; the incorrect or improper disposition of funds; any violation of any applicable federal, state, or local law, rule, or regulation; or the breach of any certification or warranty provided in this Agreement. 48.0 ADMINISTRATIVE REQUIREMENTS 48.1 Accounting Standards - The Contractor agrees to comply with this Agreement and to adhere to the accounting principles and procedures required to utilize adequate internal controls and maintain necessary source documentation for all costs incurred, as well as any applicable federal laws and regulations. The Contractor further agrees to maintain an adequate accounting system that provides for appropriate grant accounting (including calculation of program income, if any). 48.2 Repayment of Funds – The Contractor agrees to repay funds provided under this Agreement for noncompliance with the terms of this Agreement. Repayment shall be in accordance with the terms of this Agreement or the requirement of applicable laws and regulations, including continuing use compliance. The County may specify in writing the terms of the repayment or alternative terms in lieu of repayment. However, in no case shall repayment or alternative terms be accomplished later than sixty (60) calendar days following the written determination of noncompliance by the County. 48.3 Documentation and Record Keeping - The Contractor agrees to comply with this Agreement and the following record keeping requirements: 48.3.1 Records to be maintained - The Contractor shall maintain all financial records; 48.3.2 Records Retention - The Contractor shall retain all records pertinent to this Agreement for a period of six (6) years after all ERA requirements have been met. In the event of litigation, a claim, or an audit is begun before the expiration of this retention period, said records shall be retained until all such action or audit findings involving the records have been resolved. Innovation for Justice (i4J) Page 13 of 14 49.0 FORCE MAJEURE 49.1 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 Agreement 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, pandemic, and interruption or failure of electricity or telecommunication service. 49.2 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. 49.3 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, all non-excused obligations were substantially fulfilled, and the other Party was timely notified of the likelihood or actual occurrence that would justify such an assertion, so that other prudent precautions could be contemplated. [Signatures contained on the following page] Innovation for Justice (i4J) Page 14 of 14 IN WITNESS, the Parties have approved and signed this Agreement: APPROVED BY: LAW COLLEGE ASSOCIATION OF THE UNIVERSITY OF ARIZONA) ___________________________________ Marc L. Miller Date Dean & W. Ralph W. Bilby Professor APPROVED BY: MARICOPA COUNTY ____________________________________ Clint Hickman, Chairman Date Board of Supervisors Attested to: Juanita Garza, Clerk of the Board Date IN ACCORDANCE WITH A.R.S. §§ 11-201, 11-251, AND 11-952, THIS AGREEMENT HAS BEEN REVIEWED BY THE UNDERSIGNED ATTORNEY WHO HAS DETERMINED THIS AGREEMENT IS PROPER IN FORM AND WITHIN THE POWERS AND AUTHORITY GRANTED TO MARICOPA COUNTY UNDER THE LAWS OF THE STATE OF ARIZONA. APPROVED AS TO FORM: Kim Miles, Deputy County Attorney Date