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CONTRACT BETWEEN MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT AND BANNER HEALTH 1.0 PARTIES This Contract is a financial 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”) for the support of senior services and, on a volunteer basis, to provide intake of applications for the Low Income Home Energy Assistance Program (LIHEAP) utility assistance program, providing Crisis Case Management and Financial Assistance Services. 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 Contract under A.R.S. §§ 11-201 et seq. and 11-254.04. 2.0 PURPOSE The purpose for the Contract is: 2.1 To provide senior services and on a volunteer basis, to provide intake of applications for the Low Income Home Energy Assistance Program (LIHEAP) utility assistance program, providing Crisis Case Management and Financial Assistance Services; 2.2 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; 2.3 Achieve the following goals: 2.3.1 Enhance individuals or families self-sufficiency and/or involvement in the community; and 2.3.2 Stabilize the immediate and emergent needs of the client. 3.0 EFFECTIVE DATE, TERM, TERMINATION 3.1 This Contract shall be effective July 1, 2017 and will expire on June 30, 2018. 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 contract, if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County is at any time while the 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 contract on behalf of the County from any other party to the contract 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 Contract at any time, with sixty (60) days’ notice in writing to the other party (unless terminated by the Board of Supervisors pursuant to the Page 1 of 9 Olive Branch Senior Center 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 Contract may be terminated by mutual written agreement of the parties specifying the termination date therein. 4.0 AGREEMENT RENEWAL This Contract may be extended by a written amendment for one year, 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 contract in accordance with the Compensation section herein. 6.0 AVAILABILITY OF FUNDS Should County determine that funds are not available for continuing the services; the County may cancel this Contract. 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 Contract shall be in writing and signed by both parties. 8.0 RESPONSIBILITIES OF ORGANIZATIONS 8.1 Beginning July 1, 2017 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 HSD Online Client Data System to document and record financial assistance services supported by MCHSD funds. Data entry must be completed by the 5th business day of the following month; 8.1.1.4 Ensure that applications for Department-funded assistance are reviewed for quality assurance prior to submission to the Department for review and payment authorization; 8.1.1.5 Ensure that completed applications for MCHSD-funded financial assistance are submitted to the Department 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 Branch service area Monday through Friday during the year. A minimum of 50,000 meals will be provided during the period of July 1, 2017 to June 30, 2018. One unit of service equals one meal Nutritional menus will be printed and distributed monthly Page 2 of 9 Olive Branch Senior Center Menus will be posted at the sites monthly Actual number of meals served will be compared to budget amount spent Project council meetings will be held nine months of the year to provide program oversight 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; A participant survey will be administered yearly A quarterly program evaluation will be prepared 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; 4000 grocery bags will be distributed quarterly from the senior center Success indicator is the number of grocery bags distributed monthly Success indicator is the increase in the number of program volunteers 10 food boxes will be distributed monthly 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 the Contractor, and approval of such request by the County, remit to the Contractor the amount of $2,500. The quarterly invoices’ combined amount will not exceed $10,000.00 for the Contract term. 8.2.2 Coordinate with the Contractor, 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 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; 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. Page 3 of 9 Olive Branch Senior Center 8.3 REPORTING REQUIREMENTS 8.3.1 The Contractor 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 contract to support Senior Center services. Subject to the availability of funds, the Maricopa County Human Services Department shall pay the Contractor a total amount not to exceed $10,000 according to the following schedule: 8.4.1 July 1, 2017 to September 30, 2017 Not more than 25% ($2500.00) of the amount of this Agreement; 8.4.2 October 1, 2017 to December 31, 2017 Not more than 25% of the amount of this Agreement; 8.4.3 January 1, 2018 to March 30, 2018 Not more than 25% of the amount of this Agreement; and 8.4.4 April 1, 2018 to June 30, 2018 Any balance remaining on the Contract amount without exceeding the maximum of $10,000.00 for the Contract term. 8.4.5 The Contractor shall submit the final invoice no later than the 10th working day following the end of the program year. 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 Contract shall be directed to the following contract 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 Contract is not intended to constitute, create, give rise to, or otherwise recognize a joint venture agreement, partnership or other formal business association or organization of any kind, and the rights and obligations of the parties shall be only those expressly set forth in this Contract. 11.2 The parties agree that no individual performing under this Contract 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 Page 4 of 9 Olive Branch Senior Center individual. The Contractors 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 Contract is directly limited to the conduct of this Contract. 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, the Contractor 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 Contractor and any of its Subcontractors, or any of the directors, officers, agents, or employees of Contractor 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 the Contractor 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 the Contractor and any of its Subcontractors from and against any and all claims. It is agreed that the Contractor 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 Contractor, 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 Contract is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this Contract. 14.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 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 Page 5 of 9 Olive Branch Senior Center respect to the coverage provided to County under such policies. Contractor shall be solely responsible for the deductible and/or self-insured retention and County, at its option, may require Contractor to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 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 Contractor of any deficiencies in such policies and endorsements, and such receipt shall not relieve Contractor from, or be deemed a waiver of County’s right to insist on strict fulfillment of Contractor’s obligations under this Contract. 14.7 The insurance policies required by this Contract, 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 Contractor’s work or service. 14.9 The Contractor's policies shall stipulate that the insurance afforded the Contractor 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 the Contractor shall not be limited to the liability assumed under the indemnification provisions of this Contract. 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 Contractor’s employees engaged in the performance of the work or services under this Contract; and Employer’s Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. 14.13 Contractor 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 Contractor pursuant to this Contract. 14.14 Sexual Molestation And Physical Abuse: When services involve working with these groups of individuals, the insurance requirements in the contract 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. 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, Page 6 of 9 Olive Branch Senior Center 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 the Contractor". 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 Contract execution, Contractor shall furnish the County with valid and complete certificates of insurance, or formal endorsements as required by the Contract, issued by Contractor’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Contract are in full force and effect. Such certificates shall identify this contract number and title. 14.18 In the event any insurance policy (ies) required by this contract is (are) written on a “claims made” basis, coverage shall extend for two years past completion and acceptance of Contractor’s work or services and as evidenced by annual Certificates of Insurance. 14.19 If a policy does expire during the life of the Contract, 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: 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 Contract that is subject to penalties up to and including termination of the Contract; Page 7 of 9 Olive Branch Senior Center 15.4.3 That the County retains the legal right to inspect the papers of any contractor or subcontractor employee who works on this Contract to ensure that the LDRC or its subcontractor is complying with the warranty provided under subsection14.4.1 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; 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 Contract and to permit County inspection of personnel records to verify such compliance. 17.2 By entering into this Contract, 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 Contract. 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 Contract. 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 Contract. Should the County suspect or find that the BANNER HEALTH or any of its subcontractors are not in compliance, the County may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension and/or debarment of the BANNER HEALTH. All costs necessary to verify compliance are the responsibility of the BANNER HEALTH. Page 8 of 9 Olive Branch Senior Center FOR AND ON BEHALF OF BANNER FOR AND ON BEHALF OF MARICOPA HEALTH: COUNTY: _________________________________ ___________________________________ Executive Director Denny Barney, Chairman of the Board _________________________________ ___________________________________ Date Date Attested to: ___________________________________ Fran McCarroll, Clerk of the Board This Contract 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: BY:_______________________________ BY:_________________________________ Attorney for Banner Health Date Deputy County Attorney Date Page 9 of 9