BANNER HEALTH CONTRACT.PDF

CONTRACT
BETWEEN
MARICOPA COUNTY
ADMINISTERED BY ITS
HUMAN SERVICES DEPARTMENT
AND
BANNER HEALTH
Contract Number: __________________________
Contract Amount: $10,000
Contract Start Date: July 1, 2019
Contract Termination Date: June 30, 2020
1.0 PARTIES
This Contract is a financial agreement (“Agreement”) between Banner Health, an Arizona non-
profit d/b/a Banner Home Care non-profit, community based organization (hereafter referred to
as “Banner Health”) and Maricopa County administered by its Human Services Department,
(collectively referred to as the “County”). Banner Health and the County are collectively referred
to herein as the “Parties” and individually as “Party.”
Maricopa County is authorized to enter into this Agreement under A.R.S. §§ 11-201 et seq. and
11-254.04.
2.0 PURPOSE
The purpose of the Agreement is:
2.1 For the County to support senior services provided at the Olive Branch Senior Center.
2.1.1 Banner Health shall on a volunteer basis, conduct intake of applications for the
Low Income Home Energy Assistance Program (LIHEAP) utility assistance
program and to provide Crisis Case Management and Financial Assistance
Services to eligible individuals/households;
2.1.2 Banner Health services shall serve to increase the level of self-sufficiency of
elderly individuals through the provision of Senior Center-delivered services,
such as meal service, socialization programs, utility assistance, employment
assistance and other financial assistance services;
2.2 Achieve the following goals:
2.2.1 Enhance individuals or families self-sufficiency and/or involvement in the
community; and
2.2.2 Stabilize the immediate and emergent needs of the client.
3.0 EFFECTIVE DATE, TERM, TERMINATION
3.1 The Agreement term shall begin on July 1, 2019 and will expire on June 30, 2020. The
Agreement shall be effective upon approval and signature by both Parties.
3.2 Pursuant to A.R.S. §38-511, the County may cancel this Agreement without penalty or
further obligation within three years after execution of the Agreement, if any person
significantly involved in initiating, negotiating, securing, drafting or creating the
Agreement on behalf of the County is at any time while the Agreement or any extension
of the Agreement is in effect, an employee or agent of any other party to the Agreement
in any capacity or consultant to any other party of the Agreement with respect to the
subject matter of the Agreement. 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 Agreement on behalf of the
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County from any other party to the Agreement arising as the result of the Agreement A
cancellation made pursuant to this provision shall be effective when either party receives
written notice of the cancellation unless the notice specifies a later time.
3.3 Either party may terminate this Agreement at any time, with sixty (60) days’ notice in
writing to the other party (unless terminated by the Board of Supervisors pursuant to the
availability of funds provision set forth in below in 6.0). Such notice shall be given by
personal delivery or by Registered or Certified mail.
3.4 This Agreement may be terminated by mutual written agreement of the parties
specifying the termination date therein.
4.0 AGREEMENT RENEWAL
This Agreement may be extended by a written amendment for three (3) one-year terms, or
portions thereof, with the agreement of the parties.
5.0 FUNDING
The County will pay Olive Branch Senior Center $10,000 in return for the services provided
under this Agreement in accordance with the Compensation section herein.
6.0 AVAILABILITY OF FUNDS
Should the County determine that funds are not available for continuing the services; the County
may cancel this Agreement. Every performance of the parties under this Agreement is
conditioned upon the availability of funds appropriated or allocated or granted for performance.
If funds are not available for the continuance of this Agreement, this Agreement may be
terminated by the either party at the end of the period for which funds are available. No liability
shall accrue to either party in the event of termination, and neither party shall be obligated or
liable for any future performance, payments or for any damages as a result of termination under
this paragraph.
7.0 AMENDMENTS:
Any change to this Agreement shall be in writing and signed by both parties.
8.0 RESPONSIBILITIES OF ORGANIZATIONS
8.1 Banner Health will be responsible to:
8.1.1 Provide services that are appropriate to the language, culture and geographic
location of the target population in relationship to the following:
8.1.1.1 Provide application intake for LIHEAP utility assistance services on a
volunteer basis and in the geographic area of Sun City, Sun City West,
and Youngtown;
8.1.1.2 Provide volunteers, supervision, staff training/coordination with the
Department, materials and supplies necessary to perform and provide
Crisis Case Management and Financial Assistance Services;
8.1.1.3 Utilize the Human Services Department (HSD) Online Client Data System
to document and record financial assistance services supported by
County funds. Data entry must be completed by the 5th business day of
the following month after services have been provided;
8.1.1.4 Ensure that applications for County-funded assistance are reviewed for
quality assurance prior to submission to the HSD for review and payment
authorization;
8.1.1.5 Ensure that completed applications for County funded financial
assistance are submitted to HSD within five days of application intake;
8.1.1.6 Congregate and Home Delivered Meal Programs. Hot, nutritious meals
will be prepared, served and delivered to senior citizens in the Olive
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Branch service area Monday through Friday during the year. A minimum
of 50,000 meals will be provided during the period of July 1, 2019 to June
30, 2020.
8.1.1.6.1 One unit of service equals one meal;
8.1.1.6.2 Nutritional menus will be printed and distributed monthly;
8.1.1.6.3 Menus will be posted at the sites monthly;
8.1.1.6.4 Actual number of meals served will be compared to budget
amount spent;
8.1.1.6.5 Project council meetings will be held nine months of the year
to provide program oversight;
8.1.1.6.6 Meal delivery staff will be trained to communicate and observe
the mental and physical status of senior citizens at the time of
meal delivery to their homes
8.1.1.7 Multi-Senior Center Operation. As the Senior Center is the only senior
center located in Sun City (an unincorporated County area), it is vital to
meeting crucial needs of senior citizens living in that area of the County.
To meet those needs, the Senior Center will provide the following types of
services: entertainment programs, socialization programs, crafts,
exercise, counseling, health promotion activities and volunteer
opportunities;
8.1.1.7.1 A participant survey will be administered yearly;
8.1.1.7.2 A quarterly program evaluation will be prepared;
8.1.1.7.3 Monthly monitoring reports will be prepared to monitor the
number of activities conducted versus budget spent
8.1.1.8 Operation of “Pantry Program”. The Pantry Program will be operated year
round and is vital to many elderly seniors in the community because it
helps reduce weekly grocery bills by providing supplemental food
products at no charge to low income seniors;
8.1.1.8.1 4000 grocery bags will be distributed quarterly from the senior
center;
8.1.1.8.2 Success indicator is the number of grocery bags distributed
monthly
8.1.1.8.3 Success indicator is the increase in the number of program
volunteers;
8.1.1.8.4 10 food boxes will be distributed monthly; and
8.1.1.8.5 Surplus pantry products will be used in the preparation of the
congregate meal to lower raw food costs
8.2 DEPARTMENT RESPONSIBILITIES:
8.2.1 Upon receipt of a quarterly reimbursement request from Banner Health, and
approval of such request by the County. The County shall remit to Banner Health
the amount of $2,500. The quarterly invoices’ combined amount will not exceed
$10,000.00 for the Agreement term.
8.2.2 Coordinate with Banner Health, as needed, for any Technical Assistance.
8.2.3 Provide the following materials/services:
8.2.3.1 Maricopa County Human Services Department/Community Services
Division (MCHSD/CSD) Policy & Procedure Handbook;
8.2.3.2 HSD Online Client Data System;
8.2.3.3 Training and technical assistance regarding;
8.2.3.4 Department-funded crisis case management and financial assistance
services;
8.2.3.5 Use of the HSD Online Client Data System;
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8.2.3.6 Required Reports and Forms;
8.2.3.7 Program Monitoring and client file review;
8.2.3.8 MCHSD Financial Assistance Vouchers; and
8.2.3.9 Other forms as necessary.
8.3 REPORTING REQUIREMENTS
8.3.1 Banner Health shall submit the following to MCHSD/CSD:
8.3.1.1 Programmatic (Senior Center Programs) and financial claims are
required quarterly. Reports must be submitted within ten (10) business
days after the end of each quarter of the state fiscal year.
8.3.1.2 Other reports as required by the Department.
8.3.1.3 Reports will be submitted to:
Maricopa County Human Services Department
Community Services Division
234 N. Central Avenue, Suite 3000
Phoenix, Arizona 85004
8.4 COMPENSATION
This is a fixed rate Agreement to support Senior Center services. Subject to the
availability of funds, the Maricopa County Human Services Department shall pay Banner
Health a total amount not to exceed $10,000 according to following schedule:
8.4.1 July 1, 2019 to September 30, 2019
Not more than 25% ($2500.00) of the amount of this Agreement;
8.4.2 October 1, 2019 to December 31, 2019
Not more than 25% of the amount of this Agreement;
8.4.3 January 1, 2020 to March 30, 2020
Not more than 25% of the amount of this Agreement; and
8.4.4 April 1, 2020 to June 30, 2020
8.4.5 Banner Health shall submit the final invoice no later than the 10th working day
following the end of the program year.
8.4.6 The invoice for April 1st to June 30th shall be submitted to MCHSD/CSD no later
than the July 15th.
9.0 LOCATIONS WHERE SERVICES WILL BE PROVIDED
Olive Branch Senior Center
11250 N. 107th Ave.
Sun City, Arizona 85351
10.0 NOTICES:
Communication and details concerning this Agreement shall be directed to the following
representatives:
Maricopa County Human Services Department: Olive Branch Senior Center:
Sandra A. Mendez, Assistant Director Ivy Glinski, Director
234 N. Central, Suite 3000 11250 N. 107th Ave.
Phoenix, AZ 85004 Sun City, Arizona 85351
602-506-5911 623 465-6000
Mendezs002@mail.maricopa.gov Ivy.Glinski@bannerhealth.com
11.0 EMPLOYMENT DISCLAIMER
11.1 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
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of any kind, and the rights and obligations of the parties shall be only those expressly set
forth in this Agreement.
11.2 The parties agree that no individual performing under this Agreement on behalf of the
Banner Health is to be considered a County employee, and that no rights of County civil
service, County retirement, or County personnel rules shall accrue to such individual.
Banner Health shall have total responsibility for all salaries, wages, bonuses, retirement,
withholdings, workman's compensation, occupational disease compensation,
unemployment compensation, other employee benefits, and all taxes and premiums
appurtenant thereto concerning such clients and shall save and hold the County
harmless with respect thereto.
12.0 SAFEGUARDING OF PARTICIPANT INFORMATION
The use or disclosure by any party of any information concerning an applicant for, or recipient of,
service under this Agreement is directly limited to the conduct of this Agreement. Banner Health
and its agents shall safeguard the confidentiality of this information, just as it would safeguard its
own confidential information.
13.0 GENERAL INDEMNIFICATION
13.1 To the extent permitted by law, Banner Health shall, and shall cause any of its
Subcontractors to, indemnify, defend save and hold harmless the State of Arizona and
Maricopa County, any jurisdiction or agency issuing any permits for any work arising out
of this Agreement, and their respective directors, officers, officials, agents, and
employees (hereinafter referred to as “Indemnitee”) from and against any and all claims,
actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees,
and costs of claim processing, investigation and litigation) (hereinafter referred to as
“Claims”) for bodily injury or personal injury (including death), or loss or damage to
tangible or intangible property caused, or alleged to be caused, in whole or in part, by
the negligent or willful acts or omissions of Banner Health and any of its Subcontractors,
or any of the directors, officers, agents, or employees of Banner Health and any of its
Subcontractors. This indemnity includes any claim or amount arising out of or recovered
under the Workers’ Compensation Law or arising out of the failure of Banner Health or
any of its Subcontractors to conform to any federal, state or local law, statute, ordinance,
rule, regulation or court decree. It is the specific intention of the Parties that the
Indemnitee shall, in all instances, except for Claims arising solely from the negligent or
willful acts or omissions of the Indemnitee, be indemnified by Banner Health and any of
its Subcontractors from and against any and all claims. It is agreed that Banner Health
and any of its Subcontractors will be responsible for primary loss investigation, defense
and judgment costs where this indemnification is applicable
14.0 INSURANCE
14.1 Banner Health, 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++6. In lieu of State of Arizona licensing, the stipulated insurance
may be purchased from a company or companies who 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.
14.2 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 Agreement is satisfactorily
completed and formally accepted. Failure to do so may, at the sole discretion of County,
constitute a material breach of this Agreement.
14.3 Banner Health’s insurance shall be primary insurance as respects County, and any
insurance or self-insurance maintained by County shall not contribute to it.
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14.4 Any failure to comply with the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect coverage afforded under the
insurance policies to protect County.
14.5 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. Banner Health shall be
solely responsible for the deductible and/or self-insured retention and County, at its option,
may require Banner Health to secure payment of such deductibles or self-insured
retentions by a surety bond or an irrevocable and unconditional letter of credit.
14.6 County reserves the right to request and to receive, within 10 working days, certified
copies of any or all of the herein required insurance certificates. County shall not be
obligated to review policies and/or endorsements or to advise Banner Health of any
deficiencies in such policies and endorsements, and such receipt shall not relieve Banner
Health from, or be deemed a waiver of County’s right to insist on strict fulfillment of Banner
Health’s obligations under this Agreement.
14.7 The insurance policies required by this Agreement, except Workers’ Compensation, shall
name County, its agents, representatives, officers, directors, officials and employees as
Additional Insured’s.
14.8 The policies required hereunder, except Workers’ Compensation, 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 Banner Health’s
work or service.
14.9 Banner Health's policies shall stipulate that the insurance afforded Banner Health shall be
primary insurance and that any insurance carried by the Department, its agents, officials,
employees or the State of Arizona shall be excess and not contributory insurance, as
provided by A.R.S. § 41-621 (E).
14.10 Coverage provided by Banner Health shall not be limited to the liability assumed under the
indemnification provisions of this Agreement.
14.11 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, $2,000,000 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.
14.12 Workers’ Compensation: Workers’ Compensation insurance to cover obligations imposed
by federal and state statutes having jurisdiction of Banner Health’s employees engaged in
the performance of the work or services under this Agreement; 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.
14.13 Banner Health waives all rights against County and its agents, officers, directors and
employees for recovery of damages to the extent these damages are covered by the
Workers’ Compensation and Employer’s Liability or commercial umbrella liability insurance
obtained by Banner Health pursuant to this Agreement.
14.14 Sexual Molestation And Physical Abuse: When services involve working with these
groups of individuals, the insurance requirements in the Agreement need to be revised to
include coverage for "sexual molestation and physical abuse". Coverage for this type of
claim, or allegation, is excluded from standard general liability policies. Therefore,
contractors whose services include working with and/or caring for children/elderly and
disabled persons should have their policies specifically endorsed to include this coverage.
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14.15 Commercial General Liability – Occurrence Form: Policy shall include bodily injury,
property damage and broad form contractual liability coverage.
14.16 The policy shall be endorsed to include coverage for physical/sexual abuse and
molestation. The policy shall be endorsed to include the following additional insured
language: "(Maricopa County), its subsidiary, parent, associated and/or affiliated entities,
successors, or assigns, its elected officials, trustees, employees, agents, and volunteers
shall be named as additional insureds with respect to liability arising out of the activities
performed by, or on behalf of Banner Health".
Minimum Limits:
General Aggregate $4,000,000
Each Occurrence Limit $2,000,000
Sexual Abuse/Molestation $2,000,000
14.17 Certificates of Insurance: Upon Agreement execution, Banner Health shall furnish the
County with valid and complete certificates of insurance, or formal endorsements as
required by the Agreement, issued by Banner Health’s insurer(s), as evidence that policies
providing the required coverage, conditions and limits required by this Agreement are in
full force and effect. Such certificates shall identify this Agreement number and title.
14.18 In the event any insurance policy (ies) required by this Agreement is (are) written on a
“claims made” basis, coverage shall extend for two years past completion and acceptance
of Banner Health’s work or services and as evidenced by annual Certificates of Insurance.
14.19 If a policy does expire during the life of the Agreement, a renewal certificate must be sent
to County fifteen (15) days prior to the expiration date.
14.20 Cancellation and Expiration Notice: Insurance required herein shall not be permitted to
expire, be canceled, or materially changed without thirty (30) days prior written notice to
the County.
15.0 COMPLIANCE WITH APPLICABLE LAWS
15.1 Each party shall comply with all applicable laws, ordinances, Executive Orders, rules,
regulations, standards, and codes of the Federal, State, and Local governments whether
or not specifically referenced herein. Specifically, the following apply:
15.2 Unless exempt under Federal law, both parties shall comply with Title VII of the Civil
Rights Act of 1964, as amended, the Age Discrimination in Employment Act, and State
Executive Order No. 75-5, as updated in State Executive Order No. 99-4, which
mandates that all persons, regardless of race, color, religion, sex, age, national origin, or
political affiliation, shall have equal access to employment opportunities. Both parties
shall comply with the Rehabilitation Act of 1973, as amended, which prohibits
discrimination in the employment of qualified persons because of physical or mental
disability. Both parties shall comply with the requirements of the Fair Labor Standards
Act of 1938, as amended.
15.3 Both parties shall comply with Title VI of the Civil Rights Act of 1964, which prohibits the
denial of benefits of, or participation in, contract services on the basis of race, color, or
national origin. Both parties shall comply with the requirements of Section 504 of the
Rehabilitation Act of 1973, as amended, which prohibits discrimination on the basis of
disability, in delivering contract services; and with Title II of the Americans with
Disabilities Act, and the Arizona Disability Act, which prohibits discrimination on the
basis of physical or mental disabilities in the provision of contract programs, services,
and activities.
15.4 Banner Health warrants that it is in compliance with A.R.S. § 41-4401 and further
acknowledges:
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15.4.1 That Banner Health 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, subsection A;
15.4.2 That a breach of a warranty under subsection 14.4.1 above, shall be deemed a
material breach of this Agreement that is subject to penalties up to and including
termination of the Agreement;
15.4.3 That the County retains the legal right to inspect the papers of any contractor or
subcontractor employee who works on this Agreement to ensure that the LDRC
or its subcontractor is complying with the warranty provided under
subsection14.4.1 above and that the Banner Health agrees to make all papers
and employment records of said employee(s) available during normal working
hours in order to facilitate such an inspection;
15.4.4 That nothing herein shall make Banner Health or its subcontractor’s agents or
employees of the contracting government entity.
16.0 CERTIFICATION REGARDING DEBARMENT, SUSPENSION INELIGIBILITY AND
VOLUNTARY EXCLUSION
16.1 Banner Health certifies to the best of its knowledge and belief, that it and its directors,
officers and agents:
16.1.1 Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Federal
department or agency;
16.1.2 Have not within a three-year period been convicted of or had a civil judgment
rendered against them for 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 statutes or commission of embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false statements, or
receiving stolen property;
16.1.3 Are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (Federal, State, or local) with commission of any of the
offenses enumerated in paragraph 16.1.2; and
16.1.4 Have not within a three-year period had one or more public transactions
(Federal, State, or local) terminated for cause or default.
17.0 FEDERAL IMMIGRATION AND NATIONALITY ACT
17.1 Banner Health understands and acknowledges the applicability of the Immigration Reform
and Control Act of 1986 (IRCA). BANNER HEALTH agrees to comply with the IRCA in
performing under this Agreement and to permit County inspection of personnel records to
verify such compliance.
17.2 By entering into this Agreement, both parties 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. Both parties shall obtain
statements from their 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 Agreement. Both parties 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.
17.3 The County may request verification of compliance for any Banner Health or
subcontractor performing work under the Agreement. Should the County suspect or find
that the Banner Health or any of its subcontractors are not in compliance, the County
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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 and/or
debarment of the Banner Health. All costs necessary to verify compliance are the
responsibility of the Banner Health.
IN WITNESS THEREOF, the Parties have signed this Agreement:
FOR AND ON BEHALF OF BANNER FOR AND ON BEHALF OF MARICOPA
HEALTH: COUNTY:
_________________________________ ___________________________________
Executive Director Chairman of the Board
_________________________________ ___________________________________
Date Date
Attested to:
___________________________________
Fran McCarroll, Clerk of the Board
This Agreement has been reviewed by the undersigned Attorney who has determined that is proper in
form and within the power and authority granted under the laws of the State of Arizona.
APPROVED AS TO FORM: APPROVED AS TO FORM:
BY:_______________________________ BY:_________________________________
Attorney for Banner Health Date Deputy County Attorney Date
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