RYAN WHITE-ADHS IGA C-86-21 FINAL 20.12.29.PDF

INTERGOVERNMENTAL AGREEMENT
MARICOPA COUNTY by and through the
DEPARTMENT OF PUBLIC HEALTH
4041 N. Central Avenue, #1400, Phoenix, Arizona 85012
1. Agreement No: C-86-21-_________ 2. Agreement Type: Reimbursement Service Agreement
3. Agreement Amount: $575,000 4. Purpose: HIV Medications and Integrated Planning
5. Start Date: February 1, 2021 6. Expiration Date: January 31, 2024
This Agreement is entered into by and between State of Arizona, Department of Health Services (referred to herein as
“Contractor”), and Maricopa County, by and through its Department of Public Health (MCDPH) (referred to herein after as
“County”). Contractor and the County are collectively referred to herein as the “Parties” and individually as a “Party.” Contractor,
for and in consideration of the covenants and conditions set forth herein, shall provide and perform the services as set forth below.
All rights and obligations of the Parties shall be governed by the terms of this Agreement, its exhibits, attachments, and
appendices, including any subcontracts or amendments as set forth herein and in:
Section I - General Provisions Section III - Work Statement
Section II - Special Provisions Section IV - Compensation
This Agreement contains all the terms and conditions agreed to by the Parties. No other understanding, oral or otherwise,
regarding the subject matter of this Agreement shall be deemed to exist or to bind the Parties. Nothing in this Agreement shall
be construed as consent to any lawsuit or waiver of any defense in a lawsuit brought against the County or the Contractor in any
State or federal Court.
Legal Notice under this Agreement shall be given by personal delivery or by registered or certified mail, postage prepaid, return
receipt requested, to the addresses set forth below and shall be effective upon receipt by the Party to whom addressed unless
otherwise indicated in the notice.
Notice to Contractor: Arizona Department of Health Services Phone: (602) 364-3854________
Address: 150 North 18th Avenue, Suite 280, Phoenix, Arizona 85007
Notice to Department: MCDPH Grants/Contract Unit Phone: (602) 372-0674
Address: 4041 North Central Avenue, Suite #1400, Phoenix, Arizona 85012
IN WITNESS WHEREOF, the parties enter into this Agreement:
STATE OF ARIZONA MARICOPA COUNTY BOARD OF SUPERVISORS
Signature Signature
Name Christine Ruth Name
Title Chief Procurement Officer Title Chairman, Board of Supervisors
Date Date
ATTEST:
Signature
Office of the Clerk of the Board
Date
Pursuant to A.R.S. § 11-952, the undersigned public agency Pursuant to A.R.S. § 11-952, the Attorney for the Board of
attorney has determined that this Intergovernmental Agreement Supervisors has determined that this Intergovernmental
is in proper form and is within the powers and authority granted Agreement is within the powers and authority granted under the
under the laws of the State of Arizona. laws of the State of Arizona.
Signature Signature
Attorney for Maricopa County
Date Date
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SECTION I GENERAL PROVISIONS
1. EFFECT
To the extent the Special Provisions are in conflict with the General Provisions, the Special
Provisions shall control. To the extent the Work Statement(s) and the Special or General
Provisions are in conflict, the Work Statement(s) shall control.
2. DEFINITIONS
As used throughout this Agreement, the following terms shall have the following meanings:
A. Agreement means this document and all attachments and amendments hereto.
B. Contractor means the person, firm or organization listed on the Cover Page of
this Agreement.
C. County means Maricopa County, Arizona.
D. Department means the Maricopa County Department of Public Health, Ryan
White Part A.
E. Funding Source means any federal, State, or private agency funding source,
which may impose conditions on the funding that will be passed on to the
Contractor.
G. Contractor Staff, Employee or Faculty means a person or persons employed
by, contracted with, or retained by the Contractor for the purpose of providing the
services and responsibilities contained in this Contract.
H. HIPAA means the Health Insurance Portability and Accountability Act of 1996 (PL
104-191) and the United States Department of Health and Human Services
(DHHS) final regulations on “Privacy Standards for Individually Identifiable Health
Information”, as amended and clarified from time to time.
3. GENERAL REQUIREMENTS
A. The terms of this Agreement shall be construed in accordance with Arizona law.
Any lawsuit arising out of this Agreement shall be brought in the appropriate court
in Maricopa County.
B. 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, and workers’ compensation.
C. 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.
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SECTION I GENERAL PROVISIONS
4. AMENDMENTS
All Amendments to this Agreement must be in writing and signed by authorized persons
for both Parties. All amendments shall clearly state the effective date of the action.
5. 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 clients,
the Contractor shall reimburse the County for the services not adequately supported and
documented.
6. RETENTION OF RECORDS
A. This provision applies to all financial and programmatic records, supporting
documents, statistical records, and other records of the County and Contractor that
relate to this Agreement.
B. The County and Contractor shall retain all financial books, records, and other
documents related 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. County, federal, or 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 such financial books, records and other documents.
7. ASSIGNMENT AND SUBCONTRACTING
No rights, liability, obligations or duties under this Agreement may be assigned, delegated,
or subcontracted without the prior written approval of the County and Contractor.
8. AUDIT DISALLOWANCES
A. The Contractor shall, upon written demand therefore, 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, as well as court costs and attorney
fees the County incurs to pursue legal action relating to a disallowance.
B. If the County determines that a cost for which payment has been made is a
disallowed cost, the County shall notify the Contractor in writing of the 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.
C. The County shall, upon review and agreement of the Parties, remit to the
Contractor any payments determined to have been insufficiently paid, in the
amount of the payment shortfall, as well as court costs and attorney fees the
Contractor incurs to pursue legal action relating to such short payment.
9. AGREEMENT COMPLIANCE MONITORING
A. County may monitor the Contractor's compliance with, and performance under, the
terms and conditions of this Agreement. On-site visits for compliance monitoring may
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SECTION I GENERAL PROVISIONS
be made by the County and/or its grantor agencies at any time during the Contractor's
normal business hours, announced or unannounced. During an on-site visit, the
Contractor shall make its records and documents related to work performed or
services provided under this Agreement available to the County for inspection and
copying.
B. Contractor shall have policies and procedures in place that allow the Department as
the funding agency prompt and full access to financial, program and management
records and documents as needed for program and fiscal monitoring and oversight.
C. Contractor shall follow and comply with all related corrective action plans and
requirements of site visits and subsequent audits conducted by Department and its
representatives. When monetary penalties are imposed or unallowable costs
determined, the Department will define how repayment will be made to the
Department. This may include decreasing or withholding the Contractor’s monthly
billing or requiring payment to the Department.
D. Contractor shall submit reports to Department as requested that detail performance
and allow review of budget, cost of services and unit cost methodology.
10. AVAILABILITY OF FUNDS
A. The provisions of this Agreement relating to the payment for services shall become
effective when funds assigned for the purpose of compensating the Contractor, as
provided herein, are available to the County for disbursement. The Department
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. The County shall refer no clients to Contractor for periods of
time for which funding is not available unless at the discretion of both parties, an
alternate source of funds is made available to continue the medical service.
B. 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 Agreement, the County may amend, suspend, decrease, or
terminate its obligations under or in connection with this Agreement. If this
Agreement is terminated, the 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 Agreement. The 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.
11. CONTINGENCY RELATING TO OTHER CONTRACTS AND GRANTS
A. The Contractor shall, during the term of this Agreement, immediately inform the
County in writing of the award of any other contract or grant where the award of
such contract or grant may affect either the direct or indirect costs being paid or
reimbursed under this Agreement. Failure by the Contractor to notify the County
of such award shall be considered a material breach of this Agreement and the
County may immediately terminate this Agreement without liability.
B. County may request, and the Contractor shall provide within a reasonable time,
not exceeding ten (10) working days, a copy of such other contract or grant, when,
in the opinion of the Department, the award of the contract or grant may affect the
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SECTION I GENERAL PROVISIONS
costs being paid or reimbursed under this Agreement.
C. If the County determines that the award to the Contractor of such other contract or
grant has affected the costs being paid or reimbursed under this Agreement, the
County shall prepare an amendment to this Agreement effecting a cost adjustment.
If the Contractor disputes the proposed cost adjustment, the dispute shall be
resolved pursuant to the "Disputes" clause section contained herein.
12. DEFAULT
For material breach of contractual obligations, or upon the happening of any event which
would jeopardize the ability of the Contractor to perform its contractual obligations, the
County may suspend, modify, or terminate this Agreement immediately upon giving written
notice to the Contractor in the event of non-performance of any stated objectives. Unless
expressly stated otherwise this in this Agreement, such determination will not be made
until such time as the disputes process has been exhausted.
13. TERMINATION
A. Either Party may terminate this Agreement at any time by giving the other Party at
least thirty (30) calendar days prior written notice. The notice shall be given by
personal delivery or by registered or certified mail, postage prepaid, return receipt
requested.
B. This Agreement may be terminated by mutual written agreement of the Parties
specifying the termination date therein.
C. The County may terminate this Agreement upon twenty-four (24) hours’ notice
when the County deems the health or welfare of a patient is endangered or the
Contractor’s non-compliance jeopardizes funding source financial participation. If
not terminated by one of the above methods, this Agreement will terminate upon
the expiration date of this Agreement as stated on the Cover Page of this
Agreement.
D. Either Party has the right to terminate this Agreement for cause upon fourteen (14)
working days written notice for any of the following reasons:
(1) Breach of this Contract which is not corrected within fourteen (14) working
days after written notice thereof or registered mail, return receipt requested.
(2) Inability to discharge the duties and responsibility under this Contract for a
continual period of 30 days or more.
E. This contract is subject to cancellation in accordance with the provision of A.R.S.
§ 38-511.
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SECTION I GENERAL PROVISIONS
14. 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 hereof, and the remaining
provisions shall remain in full force and effect.
15. STRICT COMPLIANCE
Acceptance by the County of performance that is not in strict compliance with the terms
of this Agreement shall not be deemed to waive the requirement of strict compliance for
all future performance. All changes in performance obligations under this Agreement must
be in writing and signed by the Parties.
16. NON-LIABILITY
A. The County and its officers, representatives, agents, and employees shall not be liable
for any act or omission by the Contractor or any subcontractor, employee, officer,
agent, or representative of the Contractor or any subcontractor occurring in the
performance of this Agreement, nor shall they be liable for purchases or contracts
made by the Contractor or any subcontractor in connection with this Agreement.
B. The Contractor and its officers, representatives, agents, and employees shall not be
liable for any act or omission by the County or any County subcontractor, employee,
officer, agent, or representative of the County or any County subcontractor occurring
in the performance of this Agreement, nor shall they be liable for purchases or
contracts made by the County or any County subcontractor in connection with this
Agreement.
C. No liability will result from the delay in performance or nonperformance caused by
force majeure or circumstances beyond the reasonable control of the Party
affected, including, but not limited to, acts of God, fire, flood, substantial snowstorm,
war, terrorism, embargo, any United States or foreign government regulation, direction
or request, accident, strike or other labor dispute or labor trouble, or any failure or
delay of any transportation, power or communications system or any other or similar
cause beyond that Party’s reasonable control.
D. The Party which is so prevented from performing will give prompt notice to the other
Party of the occurrence of such event of force majeure, the expected duration of such
condition and the steps which it is taking to correct such condition. This Agreement
may be terminated by either Party by written notice upon the occurrence of such event
of force majeure which results in a delay of performance hereunder exceeding thirty
(30) days.
17. INDEMNITY
Each Party (as “Indemnitor”) agrees to indemnify, defend, and hold harmless the other
Party (as “Indemnitee”) from and against all claims, losses, liability, costs, and expenses
(including reasonable attorneys’ fees) (hereinafter collectively referred to as “Claims”)
arising out of bodily injury of any person (including death) or property damage, but only to
the extent that such Claims, which result in vicarious liability to Indemnitee, are caused by
the act, omission, negligence, misconduct, or other fault of Indemnitor, its officers, agents,
employees, or volunteers.
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SECTION I GENERAL PROVISIONS
18. COVENANT AGAINST CONTINGENT FEES
The Contractor warrants that no person or entity has been employed or retained 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.
19. SAFEGUARDING CLIENT INFORMATION
The use or disclosure by any Party of any information concerning an eligible individual
served under this Agreement is directly limited to the performance of this Agreement.
County and Contractor shall safeguard confidential and privileged client and patient
information i.e., medical, financial and patient specific information, and shall only disclose
such information in accordance with all applicable federal, state and local laws, rules,
and/or regulations, including HIPAA. The use or disclosure by any party of any information
concerning a client or patient served under this Agreement or any other applicable payer
contract is directly limited to services under this Agreement subject to applicable federal,
state and local laws, rules and/or regulations. Contractor’s obligation to maintain the
confidentiality of all medical, financial and patient specific information shall exist after
termination or expiration of this Contract. County shall assist Contractor with regard to
Contractors’ obligation to comply with HIPAA.
20. RIGHTS IN DATA
The Parties shall have the use of data and reports resulting from this Agreement without
cost or other restriction, except as otherwise provided herein or by law. Each Party shall
supply to the other Party, upon request, any available information known to the supplying
Party that is relevant to this Agreement and to the performance hereunder.
21. OWNERSHIP OF INFORMATION
Subject to applicable state and federal laws, rules and regulations, including, without
limitation, those concerning confidentiality of patient records, the Contractor shall have full
and complete ownership rights to and the sole and exclusive right to inspect, reproduce,
duplicate, adapt, distribute, display, disclose and otherwise use all reports, information,
data and material prepared by the Contractor in performance of the Agreement. County
may examine and may receive copies of such information necessary for County's
performance of this Agreement.
22. NON-DISCRIMINATION
The Contractor, in connection with any service or other activity under this Agreement, shall
not in any way discriminate against any person on the grounds of race, color, religion, sex,
national origin, age, disability, affiliation or belief. The Contractor shall include this clause
in all of its subcontracts related to this Agreement.
23. EQUAL EMPLOYMENT OPPORTUNITY
The Contractor shall not discriminate against any employee or applicant for employment
because of race, age, disability, color, religion, sex, or national origin. The Contractor
shall take affirmative action to ensure that applicants are employed and that employees
are treated during employment without regard to their race, age, disability, color, religion,
sex, or national origin. Such action shall include, but is not limited to, the following:
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SECTION I GENERAL PROVISIONS
employment, upgrading, demotion or transfer, recruitment or recruitment advertising, lay-
off or termination, rates of pay or other forms of compensation, and selection for training,
including apprenticeship. The Contractor shall, to the extent such provisions apply,
comply with Titles VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§
2000a, et seq.); the Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.);
the Age Discrimination in Employment Act of 1967, as amended (29 U.S.C. §§ 621, et
seq.); the Immigration Reform and Control Act of 1986 (Pub. L. No. 99-603) (“IRCA”); and
Arizona Executive Order 2009-09, which mandates that all persons shall have equal
access to employment opportunities. The Contractor shall also comply with all applicable
provisions of the Americans with Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.).
24. RIGHT OF PARTIAL CANCELLATION
If more than one activity is funded by this Agreement, the County reserves the right to
terminate this Agreement or any part thereof based on the Contractor's failure to perform
any part of this Agreement without impairing, invalidating or canceling the remaining Work
Statement obligations.
25. RIGHT TO EXTEND AGREEMENT
Subject to the availability of funds and acceptable Contractor performance, the Contractor
hereby acknowledges and agrees that the County shall have the right to extend this
Agreement up to an additional 2 years, not to exceed a total extended term of five (5)
years, except that the cost will be subject to renegotiation. Any extension of this
Agreement shall be in writing mutually acceptable to the Department and the Contractor
and signed by both Parties.
26. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
A. The undersigned, an authorized representative of the Contractor, certifies, to the
best of his or her knowledge and belief, that the Contractor, defined as the primary
participant in accordance with 45 C.F.R. Part 76, and its principals:
1) are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any federal
department or agency;
2) have not within the 3-year period preceding this Agreement been convicted of
or had a civil judgment entered against them for 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;
violation of federal or State antitrust statues or commission of embezzlement, theft,
forgery, bribery, falsification or destruction of records, making false statements, or
receiving stolen property;
3) are not presently indicted or otherwise criminally or civilly charged by a
government entity (federal, State or local) with the commission of any of the
offenses enumerated in paragraph (2) of this certification; and
4) have not within the 3-year period preceding this Agreement had one or more
public transactions (federal, State or local) terminated for cause or default.
B. If the Contractor is not able to provide this certification, an explanation as to why
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SECTION I GENERAL PROVISIONS
shall be attached to this Agreement.
C. The Contractor shall include, without modification, this Paragraph in all lower tier
covered transactions (i.e., transactions with subcontractors) and in all solicitations
for lower tier covered transactions related to this Agreement.
27. E-VERIFICATION OF EMPLOYEES
The Contractor warrants that it is in compliance with A.R.S. § 41-4401 and further
acknowledges:
A. That the Contractor and its subcontractors, 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;
B. That a breach of the warranty under subsection A above shall be deemed a
material breach of this Agreement that entitles the County to, among other things,
immediately terminate this Agreement without liability;
C. That the County and any contracting government entity retains the legal right to
inspect the papers of any contractor or subcontractor employee who works on this
Agreement to ensure that the contractor or subcontractor is complying with the
warranty provided under subsection A above and that the contractor agrees to
make all papers and employment records of said employee(s) available during
normal working hours in order to facilitate such an inspection;
D. That nothing herein shall make any contractor or subcontractor an agent or
employee of the County or contracting government entity.
28. DISPOSITION OF PROPERTY
All property acquired with funds provided for in this agreement shall become the property
of the funding source.
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SECTION II SPECIAL PROVISIONS
1. EFFECT
To the extent that the Special Provisions are in conflict with the General Provisions, the
Special Provisions shall control. To the extent that the Work Statement(s) are in conflict
with the Special or General Provisions, the Work Statement(s) shall control.
2. DISPUTES
Except as otherwise provided by law, or otherwise specifically agreed to by the Parties,
any dispute not involving a question of law arising out of this Agreement that is not
resolved between the Parties within a reasonable time, which shall not exceed 120 days,
shall be resolved as follows:
A. Disputes must be filed with the person administering this Agreement for the
County, if one has been appointed, or, if not, with the Procurement Officer,
within ten (10) days from the date the Contractor knew or should have
known the basis of the dispute.
B. The person administering this Agreement or the Procurement Officer, as
applicable, shall respond in writing to the dispute within fourteen (14) days.
C. The Contractor may abide by the decision or may appeal the decision to
the Director of the Department within seven (7) days.
D. Any claim or controversy arising out of or in connection with this Agreement
not resolved in accordance with paragraphs 2.A. through 2.C. above shall
be resolved through binding arbitration conducted by a single arbitrator in
accordance with the American Arbitration Association (AAA) Commercial
Arbitration Rules, then in effect, in Phoenix, Arizona; provided, however,
matters that primarily involve Provider's professional competence or
conduct shall not be eligible for arbitration. If possible, the arbitrator shall
be an attorney with at least fifteen {15) years of experience, including at
least five (5) years' experience in managed health care. The parties shall
conduct a mandatory settlement conference at the initiation of arbitration,
to be administered by AAA. The arbitrator shall have no authority to provide
a remedy or award damages that would not be available to such prevailing
party in a court of law, nor shall the arbitrator have the authority to award
punitive damages. Each party shall bear its own costs and expenses,
including its own attorneys' fees, and shall bear an equal share of the
arbitrator's and administrative fees of arbitration. The parties agree to
accept any decision by the arbitrator as a final determination of the matter
in dispute, and judgment on the award rendered by the arbitrator may be
entered in any court having jurisdiction. Arbitration must be initiated within
one year of the earlier of the date the claim or controversy arose, was
discovered or should have been discovered with reasonable diligence;
otherwise it shall be deemed waived. The use of binding arbitration shall
not preclude a request for equitable and injunctive relief made to a court of
appropriate jurisdiction. Pursuant to A.R.S. § 12-1518, disputes under this
Contract shall be resolved using arbitration when the case or lawsuit is
subject to mandatory arbitration pursuant to rules adopted under A.R.S. §
12 -133.
This Paragraph shall not apply to claims arising from bodily injury, death, or property
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SECTION II SPECIAL PROVISIONS
damage.
3. CHANGES
A. The Department may, at any time, by written order, make changes within the
general scope of this Agreement in any one or more of the following areas:
1. Work Statement activities reflecting changes in funding source or County
regulations, policies, or requirements.
2. Administrative requirements, such as changes in reporting periods,
frequency of reports, or report formats, required by funding source or
County regulations, policies, or requirements.
3. Contractor reimbursement schedules and/or program budgets.
B. The order will not increase or decrease the maximum reimbursable amount to be
paid the Contractor. Additionally, the order will not direct substantive changes in
services to be rendered by the Contractor.
C. Any dispute or disagreement caused by such order shall constitute a "Dispute"
within the meaning of the Disputes Clause of the Special Provisions of this
Agreement and shall be administered accordingly.
4. AUDIT REQUIREMENT
A. If the Contractor expends $750,000 or more in a year in federal awards, the
Contractor shall have a single audit conducted for that year according to the Office
Management and Budget, 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.
The audit report shall be submitted to the County for review within nine (9) months
following the close of the fiscal year. The Contractor shall take any necessary
corrective action to remedy any material weaknesses and/or reportable conditions
identified in the audit report within six (6) months after the release date of the
report. The County may consider sanctions as described in § .225 of OMB Circular
A-133 for contractors not in compliance with the audit requirements. All books and
records shall be maintained in accordance with Generally Accepted Accounting
Principles (GAAP).
B. The Contractor shall schedule an annual financial audit to be submitted to the
County for review within twelve (12) months following the close of the program’s
fiscal year. Contractor understands that its failure to meet this requirement may
result in the loss of current funding and disqualification from consideration for
future County-administered funding.
C. Comply with the requirement of the Federal Office of Management and Budget
(“OMB”) Circular A-133. The Contractor is responsible for having an audit
performed in accordance with, and when required, by OMB Circular A-133, and for
sending a copy of the report issued as a result of the audit to the County within
thirty (30) days of issuance. The County reserves the right to engage an auditor,
at the Contractor’s expense, to perform an OMB Circular A-133 audit of the
Contractor in the event that the Contractor fails to engage an auditor or the County
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SECTION II SPECIAL PROVISIONS
rejects or disapproves of the auditor engaged by the Contractor.
5. INSURANCE
A. The Contractor shall have in effect at all times during the term of this Agreement,
insurance or comparable self-insurance that is adequate to protect the County, its
officers, employees, property, and equipment against the losses set forth below.
The Contractor shall provide the County with a certificate of insurance or a certified
copy of the insurance policy naming the County as an additional insured, or, if the
Contractor is self-insured, shall provide the County with a letter indicating that it is
self-insured.
B. The following types and amounts of insurance are required as minimums:
1. Workers’ compensation and unemployment insurance as required by law.
2. Unemployment insurance as required by Arizona law.
3. Public liability, bodily injury, and property damage policies that insure
against claims for liability for the Contractor’s negligence or maintenance
of unsafe vehicles, facilities, or equipment brought by clients receiving
services pursuant to this Agreement and by lawful visitors of such clients.
The limits of the policies shall not be less than $2,000,000 per occurrence
and $4,000,000 aggregate.
C. Automobile and Truck Liability, Bodily Injury and Property Damages:
1. General liability, each occurrence; $1,000,000
2. Property damage; $1,000,000
3. Combined single limit; $1,000,000
D. Standard minimum deductible amounts are allowable. Any losses applied against
insurance deductible are the sole responsibility of the Contractor.
E. Professional Liability:
1. Insurance for the Contractor and its agents, employees, and other staff
shall be maintained with coverage limits of one million dollars ($1,000,000)
per person, three million dollars ($3,000,000) per occurrence.
2 The Contractor agrees that in the event it, or any of its agents, employees,
and other staff working under this Agreement, is named as a defendant in
litigation, or is identified in a written notice of claim, wherein professional
misconduct is alleged and such allegations arise under the services or
terms of this Agreement, the Contractor will promptly notify the Department
in writing. The duty to notify under this paragraph applies whether or not
the County is alleged to be involved, is named as a party to the matter, or
could be potentially liable as a party.
F. The Contractor shall immediately inform the Department of any cancellation of its
insurance or any decrease in its lines of coverage at least thirty (30) days before
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SECTION II SPECIAL PROVISIONS
such action takes place.
G. In the event the Contractor(s) is/are a public entity, then the Insurance
Requirements shall not apply. Such public entity shall provide a Certificate of Self-
Insurance. If the Contractor(s) is/are a State of Arizona agency, board,
commission, or university, none of the above shall apply.
6. SPECIAL REQUIREMENTS
A. If the use of subcontractors is approved by the County, the Contractor agrees to
use written subcontracts or consultant agreements that conform to federal and
State laws and regulations and the requirements of this Agreement appropriate to
the service or activity covered by the subcontract. These provisions apply with
equal force to the subcontract as if the subcontractor were the Contractor. The
Contractor is responsible for performance under this Agreement whether or not
any subcontractors are used. The Contractor shall submit a copy of each
subcontract to the County upon written request.
7. REPORTING REQUIREMENTS
A. The Contractor agrees to submit monthly invoices as defined in the invoices and
Payments section of this agreement.
B. The Contractor agrees to submit any administrative, programmatic, Quality and/or fiscal
reports requested and at the due date dined by the Department.
C. The Contractor agrees to comply with and submit annual and semi-annual client-level
and provider-level data as required by HRSA by the due date(s) defined by the
Department.
8. STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST
Pursuant to A.R.S. § 38-511, the County may cancel this Agreement without penalty or
further obligation, within three years after execution of this Agreement, if any person
significantly involved in initiating, negotiating, securing, drafting, or creating this
Agreement on behalf of the County is, at any time while this Agreement or any extension
of this Agreement is in effect, an employee or agent of any other Party to this Agreement
in any capacity or is a consultant to any other Party to this Agreement with respect to the
subject matter of this Agreement. In addition, the County may recoup any fee or
commission paid or due to any person significantly involved in initiating, negotiating,
securing, drafting, or creating this Agreement on behalf of the County from any other Party
to this Agreement arising as the result of this Agreement.
9. POLICY ON CONFIDENTIALITY
The Contractor and the County understand and agree that this Agreement is subject to all
State and federal laws protecting client confidentiality of medical, behavioral health and
drug treatment information.
10. WHISTLEBLOWER RIGHTS
A. The Parties agree that this Contract and employees working on the Contract will
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SECTION II SPECIAL PROVISIONS
be subject to the whistleblower rights and remedies in the pilot program on
Contractor employee whistleblower protection 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;
B. 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 describes 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.
10. LAWS, RULES AND REGULATIONS
The Contractor and the County understand and agree that this Agreement is subject to all
State and federal laws, rules, and regulations that pertain hereto.
11. SPONSORSHIP ACKNOWLEDGMENT
All promotional materials, brochures, and flyers prepared by the Contractor relating to this
Agreement shall include the following statement, “Sponsored by Maricopa County
Department of Public Health.”
12. CONTRACTING; PROCUREMENT; INVESTMENT; PROHIBITIONS
12.1 A public entity may not enter into a contract with a company to acquire or dispose
of services, supplies, information technology or construction unless the contract
includes a written certification that the company is not currently engaged in, and
agrees for the duration of the contract to not engage in, a boycott of Israel.
12.2 A public entity may not adopt a procurement, investment or other policy that has
the effect of inducing or requiring a person or company to boycott Israel.
12.3 Contractor hereby certifies that it is not currently engaged in and will not for the
duration of this Contract engage in a boycott of Israel as defined by A.R.S. § 35-
393.01. Violation of this certification by Contractor may result in action by the State
up to and including termination of this Contract. Refer to and sign Attachment A to
this Agreement.
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SECTION III WORK STATEMENT
A. BACKGROUND:
The Maricopa County Department of Public Health, Ryan White Part A (RWPA)
Program’s mission is to provide medically necessary health care and support services
for low-income individuals with HIV infection who do not have sufficient health care
coverage or financial resources for coping with HIV/AIDS. Maricopa County’s Ryan
White Part A Program provides services to eligible clients residing in Maricopa and Pinal
Counties. Maricopa County’s RWPA Program provides funding to contractors to support
the National HIV/AIDS strategy’s goals, which currently include:
1. Reduce new infections;
2. Increase access to care and improve health outcomes for people living with HIV;
3. Reducing HIV related health disparities and health inequities; and
4. Achieve a more coordinated National Response to the HIV epidemic.
2. PURPOSE:
The purpose of the IGA is to develop a formalized partnership to support integrated
medication purchases, needs assessments and comprehensive planning activities that
impact shared clients between the Maricopa County Ryan White Part A Program and the
Arizona Department of Health Services Ryan White Part B and AIDS Drug Assistance
Program.
3. RESPONSIBILITIES OF THE CONTRACTOR
A. Contractor to provide HIV medications through the AIDS Drug Assistance Program
(ADAP) for Ryan White eligible clients living in Maricopa and Pinal County.
B. Contractor to provide client level data via CAREWare data system, for clients that are
provided HIV medications with Ryan White Part A funds. Client level data includes all
information collected through the Ryan White eligibility process.
C. Contractor to coordinate with the Department to complete any federally required reporting
related to the AIDS Drug Assistance Program (ADAP) medications.
D. Contractor to conduct a Statewide Comprehensive Needs Assessment coordinated with
the Phoenix EMA Planning Council and Maricopa County Ryan White Part A Program.
4. RESPONSIBILITIES OF COUNTY
A. Support completion of the Ryan White eligibility process through the Maricopa County
Ryan White Part A funded Central Eligibility Office.
B. Coordinate with Arizona Department of Health Services (ADHS) to complete any
federally required reporting related to the AIDS Drug Assistance Program (ADAP)
medications.
C. Work collaboratively with Arizona Department of Health Services (ADHS) to develop
the Statewide Comprehensive Needs Assessment.
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SECTION IV COMPENSATION
1. COMPENSATION
A. The Department reserves the right to reallocate funding during the agreement
period so that the services provided, and corresponding agreement amount, may
be decreased or increased.
B. The Contractor understands and agrees to notify the Department of any deviations
or changes to any budget line of the current budget in place for this agreement
within 30 days of such change.
C. The Contractor will be compensated for services provided only by the staff
classifications/positions included/referenced in the current approved budget.
D. The Department shall, within thirty (30) working days from the date of receipt of
Contractor’s invoice, process and remit to the Contractor a warrant for payment.
Should the Department make disallowance in the claim, the claim shall be
processed to the reduced amount. The Contractor shall be notified at the address
below in writing of the amount and reasons for any disallowances and shall be
afforded the opportunity to document the appropriateness of the disallowed costs
and to resubmit an invoice for payment.
E. Each Party assumes sole and exclusive responsibility for payment of any federal
and state income taxes, federal social security taxes, workers’ compensation, and
unemployment insurance benefits for its physicians, staff, agents, and employees,
as well as any and all other mandatory governmental deductions or obligations.
F. The Agreement amount is not-to-exceed $575,000 for year one (1). The
Agreement amount for each year of the subsequent years of the term will be
negotiated based on the County’s need and the availability of funds. These funds
include:
a. Up to $500,000 for purchase of HIV medications for Ryan White eligible
clients through Arizona Department of Health Services, AIDS Drug
Assistance Program.
b. Up to $75,000 for consultant costs related to the collaborative
development and implementation of a shared Statewide
Comprehensive Needs Assessment, pending approval of the Phoenix
EMA Planning Council.
1.1 INVOICES
A. The Contractor shall submit a detailed monthly invoice by the 15th of the following
month.
B. The Contractor shall submit one (1) legible copy of their detailed invoice before
payment(s) can be made.
C. The invoice must include the requirements as outlined at the following website
https://www.maricopa.gov/1898/Billing.
D. Problems regarding billing or invoicing shall be directed to the using agency as listed
on the Purchase Order.
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SECTION IV COMPENSATION
E. The Contractor must maintain and have available upon request, supporting documents
for each monthly reimbursement request including invoices of costs incurred and
expenditure reports.
2. METHOD OF PAYMENT
A. Subject to the availability of funds, the County will, within thirty (30) working days from
the date of receipt of documents enumerated herein, process and remit to the
Contractor a warrant for payment up to the maximum total allowable for services
provided. Should the County make a disallowance in the claim, the claim shall be
processed for the reduced amount. If the Contractor protests the amount or the reason
for a disallowance, the protest shall be construed as a dispute concerning a question
of fact within the meaning of the “Disputes” clause of the Special Provisions of this
Agreement.
B. The Contractor understands and agrees that the County will not honor any claim for
payment submitted sixty (60) calendar days after the date of service. The Contractor
understands and agrees that the County will not process any claim for payment for
services rendered prior to the expiration date that is submitted forty-five (45) days after
the expiration date without approval of the County.
C. Payments made by the County to the Contractor are conditioned upon the timely receipt
of applicable, accurate, and complete invoices submitted by the Contractor.
D. The Contractor forfeits the right to reimbursement for costs incurred in any month for
which it fails to meet the deadline for submitting the monthly reports, except if such
failure is beyond the reasonable control of the Contractor.
E. Contractor agrees that Ryan White Part A is the payer of last resort and shall maximize
and monitor all other revenue streams including self-pay and all sources of third party
reimbursements. Contractor shall have policies and staff training on the payer of last
resort requirement and how it meets that requirement.
3. BUDGET, REVENUES AND EXPENDITURES
A. The Contractor shall have written fiscal and general policies and procedures that
include compliance with federal and Ryan White programmatic requirements.
B. The Contractor shall prepare and submit to Department a budget and Work Plan using
the current Ryan White Part A-approved formats at the beginning of each grant year
in accordance with the stated funds allocated on the most recently issued task order.
If the task order is increased or decreased at any time throughout the duration of the
grant year, a revised budget and Work Plan may be required.
C. The total administrative costs budgeted; including any approved indirect rate cannot
exceed 10% of the amount of the expenses for service(s) provided. Any amount of
administrative costs in excess of 10% will be reimbursed to the Department.
D. Contractor agrees that all expenditures are in accordance with the current approved
budget. Any expenditure deemed unallowable by the Department is subject to the
Contractor submitting a full reimbursement to the Department.
E. Contractor agrees to establish and maintain a Financial Management System that is
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SECTION IV COMPENSATION
in accordance with the standards required by Federal OMB Circular A-110, Subpart
C. Such system must also account for both direct and indirect cost transactions,
reports on the results of those transactions, are in compliance with the requirements
of OMB Circular A-21 and generally accepted accounting principles.
F. All expenditures and encumbered funds shall be final and reconciled no later than 45
days after the close of the grant year.
G. Funds collected by the Contractor in the form of fees, charges, and/or donations for
the delivery of the services provided for herein shall be accounted for separately. Such
fees, charges and/or donations must be used for providing additional services or to
defray the costs of providing these services consistent with the Work Plan of this
Agreement. As applicable, the Contractor agrees to include, in the underlying budget,
the amount of projected revenue from client fees. The amount of funds collected from
client fees shall be reported by Contractor in the Monthly invoice by discrete service.
For audit purposes, the Contractor is responsible for maintaining necessary
documentation to support provision of services.
4. NOTICE
Any notice given under this Agreement shall be sent to the attention of the following:
Department Contractor
Maricopa County Department of Arizona Department of Health Services
Public Health 150 N. 18th Avenue, Suite 110
4041 N Central Ave, Suite 800 Phoenix, AZ 85008
Phoenix, AZ 85012 Attn: Ricardo Fernandez
ATTN: Carmen Batista Email: Ricardo.Fernandez@azdhs.gov
Phone: (602) 364-3854
And
Grants and Contracts Unit
Attn: Grants Administrator
4041 N Central Ave, Suite 1400
Phoenix, AZ 85012
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