HONORHEALTH CHNA WITH EPI (00) .PDF
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CONTRACT FOR SERVICES MARICOPA COUNTY by and through the DEPARTMENT OF PUBLIC HEALTH 4041 N. Central, Suite 1400, Phoenix, Arizona 85012 1. Contract No: 2. Contract Type: Service 3. Contract Amount: $ 180,000 4. Purpose: Completion of a Community Health Needs (Maximum Reimbursable Amount) Assessment 5. Start Date: July 1, 2017___ 6. Expiration Date: _June 30, 2020 This Contract is entered into by and between Scottsdale Healthcare Hospitals dba HonorHealth referred to hereinafter as the “Hospital,” and Maricopa County, by and through the Department of Public Health, referred to hereinafter as the “County.” The Hospital and the County are collectively referred to as the “Parties” and individually as a “Party.” The Parties, 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 Contract, including its Exhibits, Attachments, Appendices, and 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 Contract contains all the terms and conditions agreed to by the Parties. No other understanding, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind the Parties. Nothing in this Contract shall be construed as consent to any lawsuit or waiver of any defense in any lawsuit brought against the State of Arizona, the County, or the Hospital, in any State or Federal Court. Legal notice under this Contract shall be given by personal delivery or by registered or certified mail, postage prepaid and return receipt requested, to the addresses set forth below. If the legal notice is personally delivered, it is deemed given and effective upon receipt by the Party to whom it is addressed. If the legal notice is mailed, it is deemed given and effective three (3) days after it is mailed by registered or certified mail. Notice to Hospital: _Scottsdale Healthcare dba HonorHealth___ ____________________________ Phone:480-882-4880__________ Address: 8125 N Hayden Rd, Scottsdale, AZ 85258 Notice to Department: MCDPH Grants/Contracts Unit Phone: (602) 372-0674 Address: 4041 N. Central Ave., Suite 1400, Phoenix, AZ 85007 IN WITNESS WHEREOF, the Parties enter into this Contract: FOR AND ON BEHALF OF HOSPITAL: MARICOPA COUNTY: BY: BY: Alice Pope Denny Barney Senior Vice President, Chief Financial Chairman, Board of Supervisors Officer ATTEST Date Clerk of the Board Date APPROVED AS TO FORM: APPROVED AS TO FORM: Attorney for Maricopa County Date Date SECTION I GENERAL PROVISIONS 1. EFFECT To the extent the Work Statement is in conflict with the General or Special Provisions, the Work Statement shall control. 2. DEFINITIONS As used throughout this Contract, the following terms shall have the following meanings: A. Contract means this document and all exhibits, attachments, appendices, and amendments to this Contract. B. County means Maricopa County, Arizona. C. Department means the Maricopa County Department of Public Health (MCDPH). D. Director means the Director of the Department. E. Funding Source means any Federal, State, or Private Agency funding source that may impose conditions on the funding that will be passed on to the County. F. Hospital means Scottsdale Healthcare Hospitals dba HonorHealth. 3. GENERAL REQUIREMENTS A. The terms of this Contract shall be construed in accordance with Arizona law. Any lawsuit arising out of this Contract shall be brought in the appropriate court in Maricopa County, Arizona. B. The County shall, without limitation, obtain and maintain all licenses, permits, and authority necessary to do business, render services, and perform work under this Contract, and shall comply with all laws regarding Unemployment Insurance, Disability Insurance, and Workers’ Compensation. C. The County is an independent contractor in the performance of work and the provision of services under this Contract and is not to be considered an officer, employee, or agent of the Hospital. 4. AMENDMENTS All Amendments to this Contract shall be in writing and signed by the Parties. 5. ADEQUACY OF RECORDS If the County's books, records, and other documents relevant to this Contract are not sufficient to support and document that allowable services were provided to eligible persons, the County shall reimburse the Hospital for the services not sufficiently supported and documented. 2 SECTION I GENERAL PROVISIONS 6. RETENTION OF RECORDS A. This provision applies to all financial and programmatic records, supporting documents, statistical records, and other records of the County, which are reasonably considered as relevant to this Contract. B. The County shall retain all financial books, records, and other documents relevant to this Contract for six (6) years after final payment or until after the resolution of any audit questions, which could take more than five (5) years, whichever is longer. The 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 materials. 7. BOOKS AND RECORDS To the extent that the cost of the services provided hereunder is reimbursable by the Medicare program, Maricopa County agrees to comply with the Access to Books, Documents and Records of Subcontractor provision of Section 952 of the Omnibus Budget Reconciliation Act of 1980 (PL-499) and 42 CFR Part 420, Subpart D, Section 420.300 et seq. In accordance with these provisions, Maricopa County and any of its subcontractors will, upon proper written notice, allow the Comptroller General of the United States, the Secretary of Health and Human Services and their duly authorized representatives access to their subcontractor agreements, to their facilities and to their books, documents, and records necessary to certify the nature and extent of the costs of Medicare reimbursable services provided under this Agreement as well as the right to inspect, evaluate, and audit any pertinent information for any particular contract period. Such access will be allowed, upon request, until the expiration of four (4) years from the final date of the contract period or from the date of completion of any audit, whichever is later. If Maricopa County subject to Customer’s consent, carries out any of the duties of this Agreement through a subcontract having a value of $10,000 or more over a twelve (12) month period, such subcontract shall contain a clause which requires the subcontractor to comply with the above statues and regulations. 8. ASSIGNMENT / SUBCONTRACTING No rights, liability, obligations, or duties under this Contract may be assigned, delegated, or subcontracted by the County or the Hospital without the prior written approval of the other Party. 9. AUDIT DISALLOWANCES A. The County shall, upon written demand therefore, reimburse the Hospital for any payments made under this Contract that are disallowed by a Federal, State, or Maricopa County audit in the amount of the disallowance, as well as all expenses, court costs, and attorney fees the Hospital incurs in connection with any legal action relating to such disallowance. B. If, at any time, the Hospital determines that a cost for which payment has been made is a disallowed cost, the Hospital shall notify the County in writing of the disallowance and the required course of action, which may be, at the option of the 3 SECTION I GENERAL PROVISIONS Hospital, either to adjust any future claim submitted by the County by the amount of the disallowance or to require repayment of the disallowed amount by the County. 10. DEFAULT The Hospital or County may suspend, modify, or terminate this Contract immediately upon written notice to the County in the event of a non-performance of stated objectives or other material breach of contractual obligations. 11. TERMINATION A. The County or the Hospital may terminate this Contract at any time with at least thirty (30) days prior written notice to the other Party. Such notice shall be given by personal delivery or by Registered or Certified Mail, postage prepaid and return receipt requested. B. This Contract may be terminated by mutual written agreement of the Parties specifying the termination date therein. C. If not terminated by one of the methods stated above, this Contract shall terminate on the expiration date of this Contract as stated on the Cover Page. 12. TERMINATION FOR BREACH If either Party defaults under this Contract and the default continues for more than ten (10) days after the effective date of the other Party’s written notice stating the specific nature of the default, then the noticing Party may treat the default as a breach of this Contract. Upon a breach, the aggrieved Party may exercise any remedy available under the law, including the termination of this Contract. 13. SEVERABILITY Any provision of this Contract that is determined by a court of competent jurisdiction to be invalid, void, or illegal shall not affect, impair, or invalidate any other provision hereof, and the remaining provisions shall remain in full force and effect. 14. STRICT COMPLIANCE Acceptance by the Hospital of performance not in strict compliance with the terms of this Contract shall not be construed as a waiver of the requirement of strict compliance for all future performance obligations. All changes in performance obligations under this Contract shall be in writing. 15. NON-LIABILITY The Hospital and its officers and employees shall not be liable for any act or omission by the County or any subcontractor, employee, officer, agent, or representative of the County or subcontractors that occurs during the performance of this Contract, nor shall they be liable for any purchases, debts, or agreements made by the County in anticipation of funding hereunder. 4 SECTION I GENERAL PROVISIONS 16. INDEMNITY A. 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 the County, the County shall defend indemnify and hold harmless the Hospital (as Owner), 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 Contract. B. County's duty to defend, indemnify, and hold harmless the Hospital, its agents, representatives, agents, officers, directors, officials, and employees shall arise in 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 Contract, but only to the extent caused by the negligent acts or omissions of the County, a subcontractor, any one directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. C. 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. D. The scope of this indemnification does not extend to the sole negligence of HOSPITAL. 17. COVENANT AGAINST CONTINGENT FEES The County warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee. For breach or violation of this warranty, the Hospital may terminate this Contract without liability. 18. SAFEGUARDING CLIENT INFORMATION The use or disclosure by any Party of any information concerning an eligible person served under this Contract is directly limited to the performance of this Contract. 19. RIGHTS IN DATA The Parties shall have the use of data and reports resulting from this Contract without cost or other restriction, except as may otherwise be provided herein or by law or applicable regulation. Each Party shall supply to the other Party, upon request, any available information known to the supplying Party that is relevant to this Contract and to the performance hereunder. 5 SECTION I GENERAL PROVISIONS 20. NON-DISCRIMINATION The County, in connection with any service or other activity under this Contract, shall not in any way discriminate against any person on the grounds of race, color, religion, sex, national origin, age, or disability. The County shall include a clause to this effect in all Subcontracts inuring to the benefit of the County or the Hospital. 21. EQUAL EMPLOYMENT OPPORTUNITY The County shall not discriminate against any employee or applicant for employment because of race, age, disability, color, religion, sex, or national origin. The County shall take affirmative action to insure 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: 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 County 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 County shall also comply with all applicable provisions of the Americans with Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.). 22. RIGHT OF PARTIAL CANCELLATION If more than one activity is funded by this Contract, the Hospital and the County reserve the right to terminate this Contract or any part thereof based on failure to perform any part of this Contract without impairing, invalidating, or canceling the remaining Work Statement obligations. 23. RIGHT TO EXTEND CONTRACT Subject to the availability of funds and acceptable County performance, based upon mutual agreement by the Hospital and the County, the Contract may be extend for additional three-year periods, not to exceed a total extended term of six (6) years, except that the cost will be subject to renegotiation. Any extension of this Contract shall be in writing mutually acceptable to the County and the Hospital and signed by both Parties. 24. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION A. The undersigned (an authorized official signing for the County) certifies to the best of his or her knowledge and belief, that the County, defined as the primary participant in accordance with 45 CFR 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 Contract, been convicted 6 SECTION I GENERAL PROVISIONS of or had a civil judgment rendered 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; or violated any Federal or State antitrust statues; or committed 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 Contract, had one or more public transactions (Federal, State, or local) terminated for cause or default. B. If the County is not able to provide this certification, an explanation as to why shall be attached to this Contact. C. The County shall include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Contract. 25. E-VERIFICATION OF EMPLOYEES The County warrants that it is in compliance with A.R.S. § 41-4401 and further acknowledges: A. That the County 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: after December 31, 2007, every employer, after hiring an employee, shall verify the employment eligibility of the employee through the e-verify program and shall keep a record of the verification for the duration of the employee's employment or at least three years, whichever is longer.; B. That a breach of a warranty under subsection A above shall be deemed a material breach of this Contract that entitles the Hospital to, among other things, terminate this Contract without liability; C. That the Hospital retains the right to inspect the papers of the County and any subcontractor employee who works on this Contract to ensure that the County and all subcontractors are complying with the warranty provided under subsection A above, and that the County shall 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 the County or any subcontractor an agent or employee of the County. . 7 SECTION II SPECIAL PROVISIONS 1. MEDIATION/ARBITRATION In the event that any dispute arises out of this Contract or involves a recipient of services under the terms of this Contract, the Parties shall meet and confer in an effort to resolve the dispute. In the event that such informal efforts to resolve the dispute are unsuccessful in 90 days, the Parties shall resolve the dispute by arbitration pursuant to A.R.S. § 12- 3001, et seq.. 2. CHANGES A. The Director may, at any time, by written order, make changes within the scope of this Contract in any one or more of the following areas: 1). Work Statement activities reflecting changes in the scope of services, 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). County reimbursement schedules and program budgets B. The Director shall not increase or decrease the maximum reimbursable amount to be paid the County without an official amendment to this Contract. Additionally, the Director shall not direct substantive changes in services to be rendered by the County. C. Any dispute or disagreement caused by such written order shall constitute a "Dispute" within the meaning of the Disputes Clause of the Special Provisions of this Contract and shall be administered accordingly. 3. SPECIAL REQUIREMENTS A. The County shall use written subcontracts or consultant agreements that conform to Federal and State laws and regulations, and to the requirements of this Contract 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 County referenced herein. The County is responsible for performing under this Contract whether or not Subcontractors are used. The County shall submit a copy of each Subcontract to the Hospital within fifteen (15) days of its effective date. B. The County shall include in any subcontracts a provision to the effect that the subcontractor agrees that the Hospital shall have access to the subcontractor’s facilities and the right to examine any books, documents, and records of the subcontractor, involving transactions related to the subcontract and that such books, documents, and records shall not be disposed of except as provided herein. 8 SECTION II SPECIAL PROVISIONS 4. INSURANCE A. The County shall have in effect at all times during the term of this Contract insurance that is adequate to protect the Hospital, its officers, employees, participants, and equipment funded under this Contract against such losses as are set forth below. The County shall provide the Hospital with current documentation of insurance coverage by furnishing a Certificate of Insurance or a certified copy of the insurance policy naming the Hospital as an additional 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; $1,000,000.00 2.) Property Damage; $1,000,000.00 3.) Combined single limit; $1,000,000.00 D. Standard minimum deductible amounts are allowable. Any losses applied against insurance deductible are the sole responsibility of the County. E. Professional Liability: 1.) Insurance for the County and its Agents, Employees, and other County 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 County agrees that in the event it, or any of its Agents, Employees, or other County Staff working under this Contract, is named as a defendant in litigation, or is identified in a written notice of claim wherein professional misconduct is alleged, the County shall promptly notify the Hospital in writing. The duty to notify under this paragraph applies whether or not the Hospital is claimed to be involved, is named as a party to the matter, or could be potentially liable as a party. F. The County shall immediately inform the Hospital in writing of any cancellation or its insurance or any decrease in its lines of coverage at least thirty (30) days before such action takes place. 9 SECTION II SPECIAL PROVISIONS 5. STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST Notice is given that pursuant to A.R.S. § 38-511, the County may cancel this Contract without penalty or further obligation within three years after execution of this Contract, if any person significantly involved in initiating, negotiating, securing, drafting, or creating this Contract on behalf of the County is at any time while this Contract or any extension of this Contract is in effect, an employee or agent of any other Party to this Contract in any capacity or consultant to any other Party of this Contract with respect to the subject matter of this 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 this Contract on behalf of the County from any other Party to this Contract arising as the result of this Contract. This Contract may be cancelled pursuant to A.R.S. § 38-511. 6. LAWS, RULES, AND REGULATIONS The Hospital and the County understand and agree that this Contract is subject to all applicable State and Federal laws, rules, and regulations. A. Neither this Contract, nor any portion thereof, may be assigned to another person by the Hospital without the written consent of the County’s designated representative. Any attempt by the Hospital to assign any portion of this Contract without the written consent of the County shall constitute a breach of this Contract. B. No assignment shall alter the Hospital’s responsibility to the County to assure that all of the provisions under this Contract are carried out by its assignee. All terms and conditions in this Contract shall be included in the Hospital’s assignments. 10 SECTION III WORK STATEMENT 1. BACKGROUND Beginning in the first taxable year after April 2012, the Internal Revenue Service (IRS) requires that non-profit hospitals conduct community health needs assessments at least every three years.1 Federally Qualified Healthcare Centers (FQHCs) are under similar obligations whereby they are required to submit a needs assessment prior to application for funding and to continually assure that they are addressing the needs of the community where they are located.2 Additionally, recently established Public Health Accreditation Standards require state or local public health agencies seeking to establish or maintain accreditation to conduct a community health assessment and resulting health improvement plan every three to five years.3 Based on these requirements, hospitals, public health agencies, and others have traditionally conducted these assessments independent of one another, resulting in significant duplication of effort and resources. Moreover, the utility of these assessments has been limited by the lack of a common framework of health measures, data collection, analysis approaches, and community engagement strategies. Limited resources for comprehensive health assessment, the move toward new population health models, and new incentives and requirements for public health accreditation and community benefit reporting, create the need for a coordinated, collaborative public-private approach for conducting comprehensive assessments on the health and health needs of Maricopa County residents and barriers to health improvement. In 2012, Maricopa County partners conducted a community health assessment (CHA) which is now available on the internet at MaricopaHealthMatters.com. County-wide community health improvement planning began shortly afterwards to address the top public health priorities resulting from the CHA. Leveraging the success of this process and the momentum of the Health Improvement Partnership of Maricopa County (HIPMC), this document outlines a framework and approach for a coordinated community health needs assessment process for Maricopa County. This includes agreements on a core set of health measures, a proposed methodology for engaging communities in the assessment process, and a plan and draft timeline for creating the coordinated community health needs assessment. (Re: C-86-15-023-M-00, Community Health Assessment Business Plan, approved September 24, 2014) 1 http://www.irs.gov/Charities-&-Non-Profits/Charitable-Organizations/New-Requirements-for-501(c)(3)- Hospitals-Under-the-Affordable-Care-Act 2 http://bphc.hrsa.gov/policiesregulations/legislation/ 3 http://www.phaboard.org/accreditation-process/public-health-department-standards-and-measures/ 11 SECTION III WORK STATEMENT 2. SERVICE GOALS A. County agrees to: 1. Produce a final Community Health Needs Assessment report for: HonorHealth Deer Valley Medical Center HonorHealth John C. Lincoln Medical Center HonorHealth Scottsdale Shea Medical Center HonorHealth Scottsdale Osborn Medical Center HonorHealth Scottsdale Thompson Peak Medical Center HonorHealth Greenbaum Surgical Specialty Hospital HonorHealth Rehabilitation Hospital On or before August 31, 2018 for approval and adoption by the Hospital. 2. Provide updated final Community Health Needs Assessment reports for the same above listed facilities by June 30, 2020 for approval and adoption by the hospital. 3. Administer the data gathering, cleaning, and analysis for community health indicators in Maricopa County, including data collection from focus groups, and selected areas of Yavapai County as identified by the Hospital. 4. Administer and convene meetings of the Community Health Needs Assessment funders at least quarterly. 5. Provide for ad hoc data analysis on community health indicators at the request of the Hospital. B. Hospital agrees to: 1. Allow employees of the Hospital to participate as necessary in meetings of the funders and/or associated workgroups. 2. Facilitate the timely review and approval of the final Community Health Needs Assessment report by the necessary Administrators and Boards within the Hospital. 12 SECTION IV COMPENSATION 1. COMPENSATION A. The Hospital shall pay the County for the services described herein for a sum not to exceed the Contract Amount listed on the cover page of this Contract in equal yearly installments of $60,000 over the three year term of this Contract. a. $10,000 each for HonorHealth Deer Valley Medical Center, HonorHealth John C. Lincoln Medical Center, HonorHealth Scottsdale Shea Medical Center, HonorHealth Scottsdale Osborn Medical Center, HonorHealth Scottsdale Thompson Peak Medical Center. b. $5,000 each for HonorHealth Greenbaum Surgical Specialty Hospital and HonorHealth Rehabilitation Hospital based on the number of beds in each facility not exceeding 75. B. The Hospital shall pay the County an amount not to exceed (NTE) $_180,000___ for the life of this Contract. 2. METHOD OF PAYMENT A. Yearly invoice. B. Yearly invoices shall be submitted to: HonorHealth Attn: Accounts Payable PO Box 14890 Scottsdale, AZ 85267 3. NOTICE Any notice given under this Contract shall be sent to the attention of the following: Maricopa County Scottsdale Healthcare Hospitals dba Department of Public Health, HonorHealth, Attention: Chief Financial Office of Epidemiology Officer 4041 N. Central Ave 8125 N. Hayden Rd Suite 600 Phoenix, AZ 85012 Scottsdale, AZ 85258 With a copy to the Legal Department at Maricopa County the same address Department of Public Health Grants and Contracts Unit 4041 N. Central Ave Suite 1400 Phoenix, AZ 85012 13