GCU DETENTION SERVICE AGREEMENTF.PDF

Detention Services Agreement by and between
Maricopa County on behalf of the Maricopa County Sheriff’s Office
and Grand Canyon Education, Inc.
This Detention Services Agreement (“Agreement”) is made effective as of date of
the last signature on this document, (the “Effective Date”), by and between Grand
Canyon Education, Inc. d/b/a Grand Canyon University (“GCU”), a Delaware
corporation doing business at 3300 West Camelback Road, Phoenix AZ 85017, and
Maricopa County, a political subdivision of the State of Arizona, with its administrative
offices at 301 W. Jefferson, Phoenix AZ 85003 (“County”) on behalf of the Maricopa
County Sheriff’s Office (“MCSO”), with headquarters at 550 W. Jackson Street, Phoenix
AZ 85003.
1. Background. GCU intends to retain County for the specific detention (booking
and housing) services set forth herein. County intends to provide the services as
described herein and will devote its best efforts to providing such services.
2. Services. GCU hereby retains County on a non-exclusive basis to provide
detention services (the “Services”) through MCSO; the Services consist of First Day
Booking and Housing services, to be billed to GCU and paid on a per diem basis as
described herein. The Services are to be provided solely with respect to individuals
arrested by peace officers employed by GCU, where the arrests take place on GCU
property. The Services shall be provided on an as-needed basis.
Definitions and other provisions regarding the Services are set out in Attachment A to
this Agreement, incorporated herein by this reference.
MCSO shall have the right to refuse to accept custody of prisoners who are not suitable
for booking or intake into the Jail, as described in Attachment A, paragraph B under
“MCSO Service Role”.
GCU peace officers are responsible for remaining with each prisoner until the prisoner
has completed the booking process and has been accepted into MCSO custody.
3. Compensation. In return for the Services performed under this Agreement,
GCU shall pay County the applicable First Day Booking/Processing Rate (also at times
referred to as the “Booking Rate”) and the per diem Housing Rate (including a Housing
Rate for prisoners needing psychiatric care) as established by the Maricopa County
Board of Supervisors for comparable services provided to Arizona cities and towns.
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The First Day Booking/Processing Rates and per diem Housing Rates (for general and
psychiatric housing) through June 30, 2018 are as follows:
Jail Per Diem FY 2017 – 18
Rates (July 1, 2017 -
June 30, 2018)
Booking Rate $325.65
Housing Rate $101.72/day
Psych Housing $100.00/day
Rate
The First Day Booking/Processing Rate and the per diem Housing Rate are subject to
change annually, in the sole discretion of the County: by February 1 of each year that
this Agreement is in effect, the County will post at the County Department of Finance
website the First Day Booking/Processing Rate and per diem Housing Rates that shall
become effective July 1st of the next July 1 – June 30 fiscal year.
GCU shall pay the First Day Booking/Processing Rate and the per diem Housing Rate
for each Billable Inmate in all cases, regardless of whether the prisoner was charged or
convicted in a municipal court, justice court, or superior court; provided, however, that if
a Billable Inmate is charged with a felony on the date MCSO books the Billable Inmate
into Jail, or if the Billable Inmate is subsequently charged with a felony arising out of the
initial charges applicable to the Billable Inmate, GCU will not be charged a per diem
Housing Rate for dates on or after the Billable Inmate is charged with a felony.
4. Invoicing. The County and GCU shall minimize problems in tracking or
identifying a Billable Inmate so that their staffs will not perform unnecessary research
concerning the financial responsibility for the Billable Inmate. The County and GCU
acknowledge that the relevant data for tracking and identifying a Billable Inmate is the
MCSO Booking Number assigned to the Billable Inmate by the County. The Billable
Inmate is then fingerprinted and booked into the MCSO Jail. Therefore, the County and
GCU shall, at a minimum, track each Billable Inmate by MCSO Booking Number and
shall refer to the MSCO Booking Number to confirm whether an Inmate listed in the
County’s invoice is a Billable Inmate.
County will invoice GCU monthly for all amounts due to County. GCU shall pay County
the amount of charges on each invoice within thirty (30) days of the invoice date.
Invoices can be e-mailed directly to GCU’s Accounts Payable Department at
gcuaccountspayable@gcu.edu or mailed to the following address:
Grand Canyon University
Attn: Accounts Payable
3300 West Camelback Road
Mail Distribution Center, Bldg. 48
Phoenix, Arizona 85017
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GCU may request a credit or adjustment of any portion of an invoice that it believes is in
error, provided satisfactory written documentation is received within ninety (90) days
from the invoice date. Adjustments that have not been requested in writing within the
90-day period shall be deemed waived.
5. Independent Contractor. County agrees that it is acting as an independent
contractor in performing the Services and for all other purposes under this Agreement,
and that the relationship between County and GCU shall not constitute a partnership,
joint venture or agency. GCU and County each agree that it is not an agent or legal
representative of the other party and has no authority to represent the other party or to
enter into any contracts or assume any liabilities on behalf of the other party. County
shall be solely and unconditionally responsible for paying/withholding any and all city,
state and federal taxes and assessments, including, without limitation, all income, social
security withholding and self-employment taxes, relating to any income or other
consideration that County derives from this Agreement. County shall be responsible for
all workers compensation and unemployment contributions applicable to performance of
the Services by County personnel, and shall not be entitled to any such benefits from
GCU.
6. Insurance. Nothing in this Agreement shall be construed as consent to any suit
or waiver of any defense in a suit brought in any state or federal court against the
County or GCU. GCU will secure and maintain insurance coverage as described in
Attachment A. GCU acknowledges that the County is self-insured, and the County shall
upon request provide GCU with a certificate of such self-insurance.
7. Term. This Agreement shall remain in effect for through June 30, 2020 or until
either party notifies the other of an intention to terminate specifying an effective date of
termination. Either party may terminate this Agreement, at any time, for any reason, by
providing not less than five business days’ written notice of termination.
8. Assignment. Neither party may assign this Agreement without the other party’s
written consent.
9. Amendment; Waiver. This Agreement may be amended only by a written
instrument signed by the parties. Each party shall have the right to enforce the
provisions of this Agreement in strict accordance with its terms. The failure of either
party at any time to enforce its rights hereunder strictly in accordance with the same
shall not be construed as having created a waiver or custom contrary to the specific
provisions hereof or as having in any way modified or waived same.
10. Arbitration. GCU and the County agree to use their respective best efforts to
resolve amicably and informally any dispute that arises concerning this Agreement. If
any such dispute cannot be resolved informally, then the parties will attempt to resolve
the dispute by using a non-binding arbitration process reasonably similar to, as agreed
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by the parties, the arbitration provisions in A.R.S. §12-1501 et. seq. and Rules 72
through 76, Arizona Rules of Civil Procedure.
11. Governing Law. This Agreement and the rights and obligations of the parties
hereunder shall be governed by and construed under the laws of the State of Arizona.
12. Notices. Any notice that is required hereunder shall be deemed given only if
delivered personally or sent by facsimile (with transmission confirmed) or by registered
or certified mail, return receipt requested and postage prepaid, or by a nationally
recognized overnight delivery services, addressed to the parties at their respective
addresses first set forth above or to such other addresses at which notice of change
shall have been given.
13. Entire Agreement. This Agreement, including Attachment A hereto, sets forth
and constitutes the entire agreement and understanding between the parties with
respect to the subject matter hereof and all prior agreements, understanding, promises
and representations, whether written or oral, with respect thereto are superseded
hereby.
14. Severability. The provisions of this Agreement shall be several. Invalidity or
unenforceability of one provision shall not affect any other provision of this Agreement.
15. Survival. The respective rights and obligations of the parties set forth in this
Agreement shall indefinitely survive the expiration or termination of this Agreement to
the extent necessary to the intended preservation of such rights and obligations.
16. Use of Name. Neither GCU nor County shall not mention or otherwise use the
name of the other party or its affiliates (or any abbreviation or adaptation thereof) in any
publication, press release, promotional materials or other form of publicity regarding this
Agreement without the prior written approval of the other party in each instance.
17. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original and all of which shall together be deemed to
constitute one agreement.
18. Indemnification. To the fullest extent permitted by law, and to the extent that
claims, damages, losses or expenses are not covered and paid by insurance purchased
by GCU, GCU shall defend indemnify and hold harmless the County, its agents,
representatives, agents, officers, directors, officials, and employees from and against all
claims, damages, losses, and expenses (including, but not limited to attorneys' fees,
court costs, expert witness fees, and the costs and attorneys' fees for appellate
proceedings) arising out of, or alleged to have resulted from the negligent acts, errors,
omissions, or mistakes relating to the performance of this Agreement.
GCU's duty to defend, indemnify, and hold harmless the County, its agents,
representatives, agents, officers, directors, officials, and employees shall arise in
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connection with any claim, damage, loss, or expense that is attributable to bodily injury,
sickness, disease, death or injury to, impairment of, or destruction of tangible property,
including loss of use resulting there from, caused by negligent acts, errors, omissions,
or mistakes in the performance of this Agreement, but only to the extent caused by the
negligent acts or omissions of GCU, any one directly or indirectly employed by GCU, or
anyone for whose acts GCU may be liable, regardless of whether or not such claim,
damage, loss, or expense is caused in part by a party indemnified hereunder.
The amount and type of insurance coverage requirements set forth herein will in no way
be construed as limiting the scope of the indemnity in this paragraph.
The scope of this indemnification does not extend to the sole negligence of the County.
19. Statutory Right of Cancelation for Conflict of Interest. Notice is given that
pursuant to A.R.S. § 38-511 the County may cancel any contract without penalty of
further obligation within three years after execution of the contract, if any person
significantly involved in initiating, negotiating, securing, drafting or creating the Contact
on behalf of the County is at any time while the contact or any extension of the Contract
is in effect, an employee of agent of any party to the Contact in any consultant to any
other party of the Contract with respect to the subject matter of the Contract.
Additionally, pursuant to A.R.S. § 38-511 the County may recoup any fee or commission
paid or due to any person significantly involved in initiating, negotiating, securing,
drafting or creating the contract on behalf of the County from any other party to the
Contact arising as the result of the Contact.
20. E-Verification of Employees. The parties mutually warrant that they are in
compliance with A.R.S. § 41-4401 and further acknowledge that:
They and their subcontractors, if any, warrant their compliance with A.R.S. § 41-4401
and all federal immigration laws and regulations that relate to their employees and their
compliance with A.R.S. § 23-214, subsection A, and shall keep a record of the
verification for the duration of the employee’s employment or at least three years,
whichever is longer;
A breach of a warranty under subsection (1) above shall be deemed a material breach
of the contract that is subject to penalties up to and including termination of the contract;
The parties mutually retain the legal right to inspect the papers of any contractor or
subcontractor employee who works on the contract to ensure that the contractor or
subcontractor is complying with the warranty provided under subsection (1) above and
that the contractor agrees to make all papers and employment records of said
employees(s) available during normal working hours in order to facilitate such an
inspection; and
That nothing herein shall make any contractor or subcontractor an agent or employee of
either of the contracting entities.
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21. Medical and Health Care Information. GCU and MCSO will comply with any
and all Federal State laws (i.e. the Health Insurance Portability and Accountability Act
(“HIPAA”)), rules and regulations regarding the confidentiality of medical information
and health care records.
22. Records. Except for medical information and health care records governed by
Federal and State Laws (i.e. HIPAA), the County and GCU shall maintain and upon
request furnish to each other such records and documents pertaining to the Services for
a period of not less than three (3) years after the end of the fiscal year in which such
records or documents are created or received. Such retention complies with Arizona
State Library, Archives and Public Records (AZLAPR) General Record Retention
Schedule for all Public Bodies related to Finance records. See
http://www.azlibrary.gov/records/county.aspx.
23. Audit. The County and GCU must provide not less than thirty (30) calendar days
prior written notice to each other before requesting and conducting an audit of records
regarding the Services and this Agreement
[The remainder of this page is left intentionally blank. Signature page follows.]
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Detention Services Agreement by and between
Maricopa County on behalf of the Maricopa County Sheriff’s Office
and Grand Canyon Education, Inc.
IN WITNESS WHEREOF, the parties hereby execute this Agreement:
GRAND CANYON EDUCATION, INC. MARICOPA COUNTY (“County”)
d/b/a Grand Canyon University, a
Delaware Corporation (“GCU”)
______________________________ _______________________________
Signature Date Denny Barney, Chairman Date
Board of Supervisors
Print Name: ____________________
Title:__________________________
ATTEST:
APPROVED AS TO FORM: _______________________________
Fran McCarroll Date
Clerk of the Board
_____________________________
Signature Date
APPROVED AS TO FORM:
Print Name: ___________________
Attorney for GCU
_______________________________
Deputy County Attorney Date
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ATTACHMENT A
Detention Services Agreement by and between
Maricopa County on behalf of the Maricopa County Sheriff’s Office
and Grand Canyon Education, Inc.
This Attachment A is part of the Detention Services Agreement (“Agreement”) by and
between Maricopa County (“County”) on behalf of the Maricopa County Sheriff’s Office
(“MCSO”) and Grand Canyon Education Inc. (“GCU”).
Definitions
“Billable Inmate” means a person who has been arrested and booked into a County Jail
on behalf of Agencies including, but not limited to the Federal Government, the State of
Arizona, Tribal Governments, Arizona Cities and Towns, and, for purposes of this
Agreement, GCU.
“Correctional Health Services” or “CHS” means the organizational department and
budgetary unit that County has funded to provide CHS medical care to inmates in the
County Jail. As used in this document “CHS” includes and incorporates any successor,
assign, employees, contractor, subcontractor, designee or County budgetary unit
performing any or all of the duties of CHS.
“County Jail” or “Jail” means all facilities under the control or supervision of the County
or MCSO, and whose primary purpose is to incarcerate persons.
“First Day Rate”, “Booking Rate”, or “First Day Booking/Processing Rate” means a rate
for the initial first calendar day of booking and receiving a Billable Inmate into jail. The
First Day Rate includes Health Care Services provided to a Billable Inmate on the initial
first calendar day of booking and receiving a Billable Inmate into jail.
“Health Care Services” means medically necessary medical and mental health services
provided to a Billable Inmate, where applicable.
“Housing Rate” means a per diem rate established by the County Board of Supervisors
charged for incarcerating and maintaining a Billable Inmate in a Jail housing unit,
beginning the calendar day immediately following the calendar day on which the
individual was booked into the County Jail. The final day of incarceration shall not be
included in the Housing Rate invoice. The Housing Rate includes Health Care Services,
where applicable, provided to a Billable Inmate, including services provided in a County
Jail or by any other health care provider.
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MCSO Service Role
A. MCSO shall receive Billable Inmates for booking, detention and incarceration and
determination of medical stability by CHS or the MCSO at a booking facility designated
by MCSO. The County, through MCSO, is responsible for housing Billable Inmates and
for supervising the Jail personnel and officers and for other matters incidental to
providing the Services.
B. The County shall have the right to refuse in receive or otherwise provide Services
regarding any prisoner presented for booking by GCU if MCSO determines in a good
faith exercise of discretion that such prisoner should not be accepted for intake into the
Jail because of (i) physical or mental health conditions including obvious signs of
trauma such as open sores or bruising; (ii) apparent severe intoxication; (iii) belligerency
or combativeness; (iv) risk of or threats to commit suicide; (v) appearance or assertions
of pregnancy. GCU is solely responsible for the care and custody of such prisoners
until such care can be rendered to make the prisoner suitable for intake and custody in
the Jail.
i) The County shall not be required to accept any juvenile
(a person under age 18) for intake into the Jail.
ii) The County shall not be required to accept any person for intake into the Jail if
such person has been in custody for over 12 hours.
C. If authorized by law, the County may charge Billable Inmates a copayment for
each Health Care Service or prescription provided by Correctional Health Services.
GCU is not responsible for a Billable Inmate’s copayment. No inmate will be refused
Health Care Services for financial reasons.
D. This Agreement shall not relieve any Billable Inmate or other responsible third
party of liability for full or partial payment for Health Care Services.
Insurance Requirements Applicable to GCU.
GCU shall purchase and maintain the herein stipulated minimum insurance from a
company or companies duly licensed by the State of Arizona and possessing a current
A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing, the stipulated
insurance may be purchased from a company or companies authorized to conduct
insurance business in the State of Arizona, provided that said insurance companies are
approved in writing by the County.
The form of any insurance policies and forms must be acceptable to County. All
insurance required herein shall be maintained in full force and effect until this
Agreement is terminated, except with respect to policies written on a “claims made”
basis, as provided later in this paragraph. Failure to do so shall authorize the County, in
its discretion, to declare a material breach of this Agreement and to exercise any and all
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available remedies. In the event any insurance policies required by this Agreement are
written on a “claims made” basis, coverage of the County under such policies shall
extend for not less than two years following the termination of this Agreement.
GCU’s insurance shall provide primary insurance coverage with respect to the County,
and any insurance or self-insurance maintained by the County shall not contribute to it.
Any failure to comply with the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect the County’s right to coverage
afforded under the insurance policies.
The insurance policies may provide coverage that contains deductibles or self-
insurance retentions. Such deductible and/or self-insurance retentions shall not be
applicable with respect to the coverage provided to County under such policies. GCU
shall be solely responsible for the deductible and/or self-insurance retention and
County, at its option, may require GCU to secure payment of such deductibles or self-
insurance retentions by a surety bond or an irrevocable and unconditional letter of
credit.
County shall have the right to request and to receive, within 10 business days following
delivery of the request, certified copies of any or all of the herein required insurance
policies and/or endorsements showing coverage consistent with the requirements of this
Agreement. County shall not be obligated, however, to review such policies and/or
endorsements or to advise GCU of any deficiencies in such policies and endorsements,
and such receipt shall not relieve GCU from, or be deemed a waiver of, County’s right to
insist on strict fulfillment of GCU’s obligations under this Agreement.
GCU’s insurance policies required by this Agreement, except Workers’ Compensation,
shall name County, its agents, representatives, officers, directors, officials and
employees as Additional Insureds.
GCU’s insurance 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
related to or arising out of this Agreement.
GCU waives all rights against County and its agents, officers, directors and employees
for recovery of damages to the extent these damages are covered by any Workers’
Compensation, Employer’s Liability, or commercial umbrella liability insurance obtained
by GCU pursuant to this Agreement.
Required Minimum Coverages
Commercial General Liability. Commercial General Liability insurance and, if
necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for
each occurrence, $4,000,000 Products/Completed Operations Aggregate, and
$4,000,000 General Aggregate Limit. The policy shall include coverage for premises
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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.
Automobile Liability. Commercial/Business Automobile Liability insurance and, if
necessary, Commercial Umbrella insurance with a combined single limit for bodily injury
and property damage of not less than $1,000,000 each occurrence with respect to any
of GCU’s owned, hired, and non-owned vehicles.
Workers’ Compensation. Workers’ Compensation insurance to cover obligations
imposed by federal and state statutes having jurisdiction of GCU’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.
Evidence of Insurance Coverage. Upon the County’s request, GCU shall furnish
County with Certificates of Insurance or endorsements, in form acceptable to the
County, issued by GCU’s insurer(s), as evidence that policies providing the required
coverages, conditions and limits required by this Agreement are in full force and effect.
Such certificates or endorsements shall identify this Agreement by title.
(End of Attachment A)
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