PE COMBINED TERROS CONTRACT - BAA.PDF

SERIAL#: PH RFP 230207
CONTRACT PURSUANT TO PH RFP 230207
This Contract is entered into this 1* day of February 2024 by and between Maricopa County (“County”), a political
subdivision of the State of Arizona, and Terros Inc., dba Terros Health, an Arizona corporation (“Contractor”) for
the purchase of Ryan White Program Services.
1.0 CONTRACT TERM:
1. This Contract is for a term of three (3) years, beginning on the 1* day of March 2024 and ending
the 28" day of February 2027.
1.2 The County may, at its option and with the agreement of the Contractor, renew the term of this
Contract for additional terms up to a maximum of three (3) additional years, (or at the County’s sole
discretion, extend the contract on a month-to-month bases for a maximum of six (6) months after
expiration). The County shall notify the Contractor in writing of its intent to extend the Contract
term at least sixty (60) calendar days prior to the expiration of the original contract term, or any
additional term thereafter.
1.3 CONTRACT COMPLETION:
The Contractor shall make all reasonable efforts for an orderly transition of its duties and
responsibilities to another provider and/or to the County. This may include, but is not limited to,
the preparation of a transition plan and cooperation with the County or other providers in the
transition. The transition includes the transfer of all records, and other data in the possession,
custody or control of Contractor required to be provided to the County either by the terms of this
agreement or as a matter of law. The provisions of this clause shall survive the expiration or
termination of this agreement.
2.0 PERFORMANCE:
It shall be the Contractor’s responsibility to meet the proposed performance requirements. Maricopa County
reserves the right to obtain services on the open market in the event the Contractor fails to perform, and any
price differential will be charged against the Contractor.
3.0 SAFEGUARDING OF CLIENT INFORMATION:
The use or disclosure by any party of any information concerning an eligible individual served under this
Contract is directly limited to the performance of this Contract.
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4.0 CHANGES:
4.1 The Maricopa County Ryan White Program, with cause, by written order, may make changes within
the general scope of this Contract in any one or more of the following areas:
4.1.1 Work Plan activities reflecting changes in the scope of services, funding source, or County
regulations,
4.1.2 Administrative requirements such as changes in reporting periods, frequency of reports, or
report formats required by funding source or County regulations, policies or requirements,
and/or,
4.1.3 Contractor fee schedules, reimbursement methodologies and/or schedules and/or program
budgets.
4.2 Examples of cause would include, but are not limited to non-compliance, under performance,
service definition changes, reallocations or other directives approved by the Planning Council, or
any other reason deemed necessary by the Administrative Agent.
4.2.1. Such order will not serve to increase or decrease the maximum reimbursable amount to be
paid to the Contractor. Additionally, such order will not direct substantive changes in
services to be rendered by the Contractor.
4.2.2 Any dispute or disagreement caused by such written order shall constitute a Dispute
within the meaning of the Disputes Clause found within this Contract and shall be
administered accordingly.
4.2.3 The Contractor shall retain the necessary administrative, professional, and technical
personnel for operation of the program.
5.0 CULTURAL COMPETENCY:
5.1 The Contractor shall meet and comply with applicable standards of the federal Culturally and
Linguistically Appropriate Services (CLAS) standards. The Contractor shall develop and implement
organizational policies that comply with these standards.
5.2 The Contractor shall recognize linguistic subgroups and provide assistance in overcoming language
barriers by the appropriate inclusion of American Sign Language and languages of clients accessing
care.
6.0 CONTRACTOR EMPLOYEE MANAGEMENT:
6.1 Contractor shall endeavor to maintain the personnel proposed in their proposal throughout the
performance of this Contract. In the event that Contractor personnel’s employment status changes,
Contractor shall provide County a list of proposed candidates with equivalent experience. Under no
circumstances is it acceptable for the implementation schedule to be impacted by a personnel change
on the part of the Contractor.
6.2 Contractor shall not reassign any key personnel without the express consent of the County.
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6.3 County reserves the right to immediately remove from its premises any Contractor personnel it
determines is a risk to County operations.
6.4 County reserves the right to request the replacement of Contractor personnel at any time, for any
reason.
7.0 COMPENSATION:
7.1 The County reserves the right to reallocate funding during the contract period so that the services
provided, and corresponding contract amount may be decreased or increased, via contract
amendment or Task Order, at the discretion of the County.
7.2 County will pay the Contractor on a monthly basis for approved services and expenses and in
accordance with the reimbursement methodology determined by the County’s Administrative
Agent; either fee-for service or cost. The total funds paid to the Contractor will be dependent upon
the approved invoice according to the Administrative Agent. County does not guarantee a minimum
payment to the Contractor. County will not reimburse for fee-for-service activities when an
appointment is canceled either by the client or Contractor.
7.3 The Contractor understands and agrees to notify the County of any deviations or changes to any
budget line of the current budget in place for this contract within 30 days of such change.
7A The Contractor shall be compensated for services provided only by the staff classifications/positions
included/referenced in the current approved budget.
75 Unless specifically allowed and referenced elsewhere in this contract, all services are to be provided
at approved Contractor sites and/or venues. Services provided at non-authorized locations or venues
will not be reimbursed by the County.
7.6 The Contractor shall provide monthly financial and corresponding programmatic reports per the
reporting schedule to the County. Ifthe Contractor is not in compliance due to non-performance,
submission of reports after deadlines, insufficient back-up statements or improperly completed
forms, the Contractor may not be reimbursed, or reimbursement may be delayed until program
compliance issues and any other related financial consequences are resolved. Furthermore,
instances of non-compliance with billing and reporting requirements may result in the County
reducing the Contractor’s reimbursement by up to 10% of the corresponding month’s billing.
77 The actual amount of consideration to be paid to the Contractor depends upon the actual hours
worked, services provided, and related expenses as stated in the current approved budget or as
modified by contract amendment or appropriately executed task order. Any un-obligated balance of
funds at the end of this Agreement period will be returned to the County in accordance with
instructions provided.
7.8 The Contractor agrees to notify the Ryan White Program annually when fee schedules change for
services that are required to use AHCCCS fee schedules. The Contractor must send notification to
RyanWhitePartA@Maricopa.Gov of the updated fee schedule, highlighting affected service
codes/units and the effective date of new fee schedule, at least 30 days prior to the due date of the
first affected invoice. If Contractor does not notify the Ryan White Program in a timely matter,
the Ryan White Program reserves the right to not allow Contractor to retro bill for increased cost of
services.
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8.0 INVOICES AND PAYMENTS:
8.1 The Maricopa County Ryan White Program requires that all invoices be submitted via its “Secure
File Transfer System.” The Secure File Transfer System is a part of the electronic data system
provided to the Contractor by the County.
8.2 The Contractor shall submit electronically to the Administrative Agent one (1) legible copy of their
detailed monthly invoice before payment(s) can be made.
8.3 Contractor shall submit the invoice packet for services performed on or before the fifteenth (15%)
calendar day following the month in which services were performed.
8.4 The invoice shall include the requirements as outlined in the Ryan White current policies and
procedures manual.
8.5 Problems regarding billing or invoicing shall be directed to the using agency as listed on the
Purchase Order.
8.6 Payment shall be made to the Contractor by Accounts Payable through the Maricopa County Vendor
Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract
Award the Contractor shall complete and/or update their Vendor registration located on the County
Department of Finance Vendor Registration Web Site — (https://azdom-vss-
ext.hostams.com/PRDVSS2X 1/Advantage4).
8.7 EFT payments to the routing and account numbers designated by the Contractor will include the
details on the specific invoices that the payment covers. The Contractor is required to discuss
remittance delivery capabilities with their designated financial institution for access to those details.
9.0 METHOD OF PAYMENT:
9.1 Subject to the availability of funds, County will, within thirty (30) business days from the date of
receipt of the documents enumerated herein, process and remit to the Contractor a warrant for
payment up to the maximum total allowable for services provided or work performed during the
previous month. Payment may be delayed or reduced if invoices are in non-compliance due to late
submission, improperly completed or missing documentation/information or for other contract non-
compliance occurring in the related grant year. Other non-compliance issues that may delay or
reduce payments can be related to any contractual issue and may not necessarily be related to the
bill itself. Should County make a disallowance in the claim, the claim shall be processed for the
reduced amount. Ifthe Contractor protests the amount or the reason for a disallowance, the protest
shall be construed as a dispute concerning a question of fact within the meaning of the Disputes
clause of the Special Provisions of this Contract.
9.2 The Contractor understands and agrees that County will not honor any claim for payment submitted
60 calendar days after date of service. The Contractor understands and agrees that County will not
process any claim for payment for services rendered prior to the end of the contract period which
are submitted sixty (60) calendar days after the end of the contract period without approval of
County. For claims that are subject to AHCCCS Regulation R9-22703.B1, County will not honor
any claim for payment submitted nine months after date of service. Claims submitted 45 calendar
days from the last day of the grant year will not be honored or reimbursed.
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9.3 The Contractor agrees to notify the Ryan White Program annually when fee schedules change for
services that are required to use AHCCCS fee schedules. The contractor must send notification to
RyanWhitePartA@Maricopa.Gov of the updated fee schedule, highlighting affected service
codes/units and the effective date of new fee schedule, at least 30 days prior to the due date of the
first affected invoice. If contractor does not notify Ryan White Program in a timely matter, the Ryan
White Program reserves the right to not allow Contractor to retro bill for increased cost of services.
9.4 Payments made by County to the Contractor are conditioned upon the timely receipt of applicable,
accurate and complete invoice reports and forms submitted by the Contractor. All monthly invoices
must be supported by auditable documentation, which is determined to be sufficient, competent
evidential matter defined by the County.
9.5 The Contractor understands and agrees that Ryan White Program is the payer of last resort and shall
maximize and monitor all other revenue streams including self-pay and all sources of third-party
reimbursements. The Contractor understands and agrees that all self-pay and third-party payments
must be exhausted to offset program costs before Ryan White funds are used. The Contractor must
have policies and procedures documented and in place to determine and bill these other potential
payment sources. These third-party payers include but are not limited to Regional Behavioral Health
Authority (RBHA), Medicaid (Arizona Health Care Cost Containment Services/AHCCCS),
Arizona Long Term Care System (ALTCS), TRICARE, Medicare and private/commercial or other
insurance. The Contractor will determine eligibility of clients and assist with client enrollment
whenever feasible. Payments collected by the Contractor for Ryan White services must be recorded
as Program Income in the Contractor’s financial management system and deducted from bills issued
to the County. Program income records must be made available to the County for assurance that
such revenues are used to support related services. The Contractor shall have policies and procedures
for handling Ryan White revenue including program income.
9.6 The Contractor shall have policies and staff training on the payer of last resort requirement and how
it meets that requirement.
10.0 BUDGET, REVENUES, AND EXPENDITURES:
10.1 Contractor shall have written fiscal and general policies and procedures that include compliance
with federal and Ryan White programmatic requirements.
10.2 Contractor shall prepare and submit to County a budget using the current Ryan White Program-
approved formats at the beginning of each grant year in accordance with the stated funds allocated
on the most recently issued task order. If the task order is increased or decreased at any time
throughout the duration of the grant year, a revised budget may be required.
10.3 The total administrative costs budgeted; including any federally approved indirect rate (inclusive
of contractor and subcontractor(s)) cannot exceed 10% of the amount of the current grant award.
Any amount of administrative expenditures in excess of 10% will not be reimbursed.
10.4 Contractor agrees that all expenditures are in accordance with the current approved budget. Any
expenditure deemed unallowable by the Administrative Agent is subject to the Contractor
submitting a full reimbursement to the County.
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10.5 Contractor agrees to establish and maintain a “Financial Management System” that is in
accordance with the standards required by Federal OMB Circular A-110, Subpart C. Such system
must also account for both direct and indirect cost transactions, reports on the results of those
transactions, comply with the requirements of OMB Circular A-21 and generally accepted
accounting principles.
10.6 All expenditures and encumbered funds shall be final and reconciled no later than 45 days after the
close of the grant year.
10.7 Funds collected by the Contractor in the form of fees, charges, and/or donations for the delivery of
the services provided for herein shall be accounted for separately. Such fees, charges and/or
donations must be used for providing additional services or to defray the costs of providing these
services consistent with the Schedule of Deliverables of this Contract. As applicable, the
Contractor agrees to include, in the underlying budget, the amount of projected revenue from
client fees. The amount of funds collected from client fees shall be reported by Contractor in the
Monthly invoice by discrete service. For audit purposes, the Contractor is responsible for
maintaining necessary documentation to support provision of services.
10.8 TASK ORDERS:
Contractor shall not perform a task other than those found/defined in the contract award document.
Task Orders may be issued by the Administrator of this contract. Task Orders will be
communicated via written document and shall include, but is not limited to: budget amount,
reference to special conditions of award, and any special service and reporting requirements.
Amended Task Orders can be issued at any time during the grant year. Both parties shall sign a
new or amended Task Order.
11.0 APPLICABLE TAXES:
11.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation
labor on items that are not attached to real property performed by Contractor under the terms of this
Contract, the installation labor cost and the gross receipts for materials provided shall be listed
separately on the Contractor’s invoices.
11.2 State and Local Transaction Privilege Taxes: To the extent any State and local transaction privilege
taxes apply to sales made under the terms of this Contract it is the responsibility of the seller to
collect and remit all applicable taxes to the proper taxing jurisdiction of authority.
11.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and local taxes
applicable to its operation and any persons employed by the Contractor. Contractor shall, and require
all subcontractors to hold Maricopa County harmless from any responsibility for taxes, damages
and interest, if applicable, contributions required under Federal, and/or State and local laws and
regulations, and any other costs including; transaction privilege taxes, unemployment compensation
insurance, Social Security, and Worker’s Compensation.
11.4 TAX (SERVICES):
No tax shall be invoiced or paid against Contractor’s labor. It is the responsibility of the Contractor
to determine any and all applicable taxes.
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12.0 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE):
The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of Arizona,
many Phoenix metropolitan area municipalities, and many K-12 unified school districts. Under the $AVE
Cooperative Purchasing Agreement, and with the concurrence of the successful Respondent under this
solicitation, a member of SAVE may access a contract resulting from a solicitation issued by the County.
13.0 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s):
County currently holds ICPA’s with numerous governmental entities. These agreements allow those entities,
with the approval of the Contractor, to purchase their requirements under the terms and conditions of the
County Contract. It is the responsibility of the non-County government entity to perform its own due
diligence on the acceptability of the Contract under its procurement rules, processes and procedures.
14.0 AVAILABILITY OF FUNDS:
14.1 The provisions of this Contract relating to payment for services shall become effective when funds
assigned for the purpose of compensating the Contractor as herein provided are actually available
to County for disbursement. The County shall be the sole judge and authority in determining the
availability of funds under this Contract. County shall keep the Contractor fully informed as to the
availability of funds.
14.2 If any action is taken by, any State agency, Federal department, or any other agency or
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with,
this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in
connection with, this Contract. In the event of termination, County shall be liable for payment only
for services rendered prior to the effective date of the termination, provided that such services are
performed in accordance with the provisions of this Contract. County shall give written notice of
the effective date of any suspension, amendment, or termination under this Section, at least ten (10)
days in advance.
14.3 Funds may not be presently available for performance under this Grant beyond the first year of the
budget term or Grant term. The State may reduce payments or terminate this Grant without further
recourse, obligation, or penalty in the event that insufficient funds are appropriated in the subsequent
budget term. The State shall not be liable for any purchases or Subgrants entered into by the Grantee
in anticipation of such funding. The Procurement Officer shall have the discretion in determining
the availability of funds.
15.0 DUTIES:
15.1 The Contractor shall perform all duties as stated in a negotiated Service Delivery Scope and assigned
Task Order issued by the Ryan White Program office. These shall be reviewed and updated as
needed, These documents shall adhere to the Service Categories Definitions and Program Guidance
as stated in Exhibit “C”, as well as the Scope of Work as stated in Exhibit “D”, or as otherwise
directed in writing by the Procurement Officer. All services provided under this contract must adhere
to the Health Resources and Services Administration (HRSA) regulations, the Ryan White Planning
Council standards of care, and the Ryan White program policies.
15.2 Refer to Exhibit “E” for a listing of the various Service Categories and the awarded Contractors for
each. The Maricopa County Ryan White Program reserves the right to add additional Contractors
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to various service categories when the currently listed Contractors are of an insufficient number or
skill set to satisfy the County’s needs or to ensure adequate coverage or in cases where such action
serves the.County’s best interest. This listing shall be updated as needed and the most current version
shall be located at https://www.maricopa.gov/1878/Provider-Information
16.0 TERMS AND CONDITIONS:
16.1 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 the Contractor, the Contractor shall defend
indemnify and hold harmless the County (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.
Contractor's duty to defend, indemnify, and hold harmless the County, 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 Contractor, 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.
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 County.
16.2 INSURANCE:
16.2.1 Contractor, at Contractor’s own expense, 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, which 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.
16.2.2 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.
16.2.3. Contractor’s insurance shall be primary insurance as respects County, and any insurance
or self-insurance maintained by County shall not contribute to it.
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16.2.4 Any failure to comply with the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect the County’s right to coverage
afforded under the insurance policies.
16.2.5 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. 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.
16.2.6 The insurance policies required by this Contract, except Workers’ Compensation and
Errors and Omissions, shall name County, its agents, representatives, officers, directors,
officials and employees as Additional Insureds.
16.2.7 The policies required hereunder, except Workers’ Compensation and Errors and
Omissions, 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.
16.2.8 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 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.
16.2.9 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 $2,000,000 each occurrence with respect to any of the Contractor’s owned,
hired, and non-owned vehicles assigned to or used in performance of the Contractor’s work
or services or use or maintenance of the premises under this Contract.
16.2.10 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.
Contractor, its contractors and its subcontractors waive all rights against Contract 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
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commercial umbrella liability insurance obtained by Contractor, its contractors and its
subcontractors pursuant to this Contract.
16.2.11 Professional Liability:
Contractor shall maintain Professional Liability insurance which will provide coverage for
any and all acts arising out of the work or services performed by the Contractor under the
terms of this Contract, with a limit of not less than $1,000,000 for each claim, and
$3,000,000 aggregate claims.
16.2.12 Medical Malpractice:
Medical Malpractice insurance and, if necessary, Commercial Umbrella insurance, which
will insure and provide coverage for Medical Malpractice of the Contractor, with limits of
no less than $3,000,000 for each claim.
16.2.13 Sexual molestation and physical abuse:
The policy shall be endorsed to include coverage for sexual molestation and physical abuse
at limits not less than $2,000,000.00 per occurrence and $4,000,000.00 aggregate. These
limits may be included within a General Liability policy, Professional Liability policy or
provided by separate endorsement with its own limits as required. Contractor must provide
the following statement on their Certificate(s) of Insurance: “Sexual molestation and
physical abuse coverage is included.” Policies/certificates stating that “Sexual molestation
and physical abuse coverage is not excluded” do not meet this requirement.
16.2.14 Commercial General Liability - Occurrence Form
16.2.14.1 Policy shall include bodily injury, property damage and broad form contractual
liability coverage.
a. The policy shall be endorsed to include coverage for physical/sexual abuse
and molestation.
b. The policy shall be endorsed to include the following additional insured
language: (
5	1	15	1	2	3	1253	2230	15	31	92.115448	),
5	1	15	1	2	4	1282	2224	36	31	96.714844	its
5	1	15	1	2	5	1331	2224	177	39	96.578476	subsidiary,
5	1	15	1	2	6	1521	2229	112	35	96.050873	parent,
5	1	15	1	2	7	1648	2225	168	30	96.734840	associated
5	1	15	1	2	8	1828	2225	104	31	96.609230	and/or
5	1	15	1	2	9	1944	2225	148	31	96.830238	affiliated
4	1	15	1	3	0	940	2280	1189	40	-1	
5	1	15	1	3	1	940	2281	127	36	96.757027	entities,
5	1	15	1	3	2	1081	2290	182	27	96.552704	successors,
5	1	15	1	3	3	1277	2290	33	21	96.661972	or
5	1	15	1	3	4	1322	2280	127	39	96.603058	assigns,
5	1	15	1	3	5	1463	2280	36	31	96.623413	its
5	1	15	1	3	6	1513	2281	115	30	96.780510	elected
5	1	15	1	3	7	1640	2281	142	37	96.719276	officials,
5	1	15	1	3	8	1795	2285	134	33	96.181534	trustees,
5	1	15	1	3	9	1944	2281	185	39	96.397789	employees,
4	1	15	1	4	0	940	2336	1253	40	-1	
5	1	15	1	4	1	940	2340	114	35	96.754814	agents,
5	1	15	1	4	2	1068	2336	59	30	96.691696	and
5	1	15	1	4	3	1137	2336	170	31	96.880173	volunteers
5	1	15	1	4	4	1321	2336	77	30	95.533768	shall
5	1	15	1	4	5	1408	2336	38	30	96.861839	be
5	1	15	1	4	6	1458	2336	111	31	96.994614	named
5	1	15	1	4	7	1581	2346	31	20	96.517052	as
5	1	15	1	4	8	1626	2336	162	31	96.066856	additional
5	1	15	1	4	9	1801	2336	136	31	96.670921	insureds
5	1	15	1	4	10	1948	2337	74	30	96.768349	with
5	1	15	1	4	11	2033	2341	118	35	96.947868	respect
5	1	15	1	4	12	2161	2341	32	26	96.981148	to
4	1	15	1	5	0	941	2392	1141	39	-1	
5	1	15	1	5	1	941	2392	127	39	96.861931	liability
5	1	15	1	5	2	1081	2392	110	39	97.004021	arising
5	1	15	1	5	3	1204	2396	52	26	96.819580	out
5	1	15	1	5	4	1267	2392	38	30	96.961258	of
5	1	15	1	5	5	1310	2392	50	30	96.961258	the
5	1	15	1	5	6	1374	2392	145	30	96.956978	activities
5	1	15	1	5	7	1531	2392	173	39	96.475983	performed
5	1	15	1	5	8	1714	2392	49	39	96.695328	by,
5	1	15	1	5	9	1778	2402	33	21	96.389008	or
5	1	15	1	5	10	1823	2402	39	21	96.053345	on
5	1	15	1	5	11	1873	2392	108	31	95.801628	behalf
5	1	15	1	5	12	1989	2393	38	30	95.801628	of
5	1	15	1	5	13	2032	2392	50	31	96.736176	the
4	1	15	1	6	0	940	2449	201	29	-1	
5	1	15	1	6	1	940	2449	201	29	88.092796	Contractor.
16.2.14.2Minimum Limits:
General Aggregate $4,000,000
Each Occurrence Limit $2,000,000
Personal/Advertising Injury $1,000,000
Sexual Abuse/Molestation $2,000,000
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16.2.15 Certificates of Insurance:
6.2.15.1 Prior to Contract award, Contractor shall furnish the County with valid and
complete certificates of insurance, or formal endorsements as required by the
Contract in the form provided by the County, 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.
6.2.15.2 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.
6.2.15.3 If a policy does expire during the life of the Contract, a renewal certificate must
be sent to County fifteen (15) calendar days prior to the expiration date.
16,2.16 Cancellation and Expiration Notice:
Applicable to all insurance policies required within the Insurance Requirements of this
Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be
canceled, or be materially changed for any reason without thirty (30) days prior written
notice to Maricopa County. Contractor must provide to Maricopa County, within two (2)
business days of receipt, if they receive notice of a policy that has been or will be
suspended, canceled, materially changed for any reason, has expired, or will be
expiring. Such notice shall be sent directly to Maricopa County Public Health and shall be
mailed, or hand delivered to 4041 N. Central Avenue, #1400, Phoenix, AZ 85012, or
emailed to the Procurement Officer noted in the solicitation.
16.3 FORCE MAJEURE:
16.3.1 Neither party shall be liable for failure of performance, nor incur any liability to the other
party on account of any loss or damage resulting from any delay or failure to perform all
or any part of this Contract if such delay or failure is caused by events, occurrences, or
causes beyond the reasonable control and without negligence of the parties. Such events,
occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake,
storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities
(whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military
or usurped power or confiscation, terrorist activities, nationalization, government sanction,
lockout, blockage, embargo, labor dispute, strike, interruption or failure of electricity or
telecommunication service.
16.3.2 Each party, as applicable, shall give the other party notice of its inability to perform and
particulars in reasonable detail of the cause of the inability. Each party must use best
efforts to remedy the situation and remove, as soon as practicable, the cause of its inability
to perform or comply.
16.3.3 The party asserting Force Majeure as a cause for non-performance shall have the burden
of proving that reasonable steps were taken to minimize delay or damages caused by
foreseeable events, that all non-excused obligations were substantially fulfilled, and that
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the other party was timely notified of the likelihood or actual occurrence which would
justify such an assertion, so that other prudent precautions could be contemplated.
16.4 INSPECTION OF SERVICES:
16.4.1 The Contractor shall provide and maintain an inspection system acceptable to County
covering the services under this Contract. Complete records of all inspection work
performed by the Contractor shall be maintained and made available to County during
Contract performance and for as long afterwards as the Contract requires.
16.4.2 County has the right to inspect and test all services called for by the Contract, to the extent
practicable at all times and places during the term of the Contract. County shall perform
inspections and tests in a manner that will not unduly delay the work.
16.4.3 If any of the services do not conform to Contract requirements, County may require the
Contractor to perform the services again in conformity with Contract requirements, at no
cost to the County. When the defects in services cannot be corrected by re-performance,
County may:
6.4.3.1 Require the Contractor to take necessary action to ensure that future performance
conforms to Contract requirements; and ‘
6.4.3.2 Reduce the Contract price to reflect the reduced value of the services performed.
16.4.4 Ifthe Contractor fails to promptly perform the services again or to take the necessary action
to ensure future performance in conformity with Contract requirements, County may:
6.4.4.1 By Contract or otherwise, perform the services and charge to the Contractor,
through direct billing or through payment reduction, any cost incurred by County
that is directly related to the performance of such service; or
6.4.4.2 Terminate the Contract for default.
16.5 CONTRACT COMPLIANCE MONITORING:
16.5.1 County shall monitor the Contractor's compliance with, and performance under, the terms
and conditions of this Contract. On-site visits for contract compliance monitoring may be
made by County and/or its grantor agencies at any time during the Contractor's normal
business hours, announced or unannounced. The Contractor shall make available for
inspection and/or copying by County, all records and accounts relating to the work
performed or the services provided under this Contract, or for similar work and/or service
provided under other grants and contracts.
16.5.2 Contractor shall follow and comply with all related corrective action plans and
requirements of site visits and subsequent audits conducted by County and _ its
representatives. When monetary penalties are imposed or unallowable costs determined,
the County will define how repayment will be made to the County. This may include
decreasing or withholding the Contractor’s monthly billing or requiring payment to the
County.
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16.6 RESTRICTIONS ON USE OF FUNDS:
16.6.1 The Contractor shall not utilize funds made available under this Contract to make payments
for any item or service to the extent that payment has been made, or can reasonably be
expected to be made, with respect to that item or service:
16.6.2.1 Under any State compensation program, under any insurance policy, or under any
Federal, State, or county health benefits program; or
16.6.2.2 By an entity that provides health services on a prepaid basis.
16.6.2 Funds shall not be used to purchase or improve (other than minor remodeling) any building
or other facility, or to make cash payments to intended recipients of services as referenced
in the A.RS. § 41-2591, R2-7-701 and Code of Federal Regulations, Chapter 1,
Subchapter e., Part 31, and Public Health Service Grants Policy Statement.
16.6.3 The federal Office of General Counsel and County emphasize that Ryan White Act funds
may only support HIV-related needs of eligible individuals. All activities and expenditures
must reflect an explicit connection between any service supported with Ryan White Act
funds and the intended recipient’s HIV status.
16.6.4 Conitractor is not authorized to provide services anonymously, unless specifically approved
for the service category in which the Contractor is providing services. All services must
only be provided to documented eligible clients as defined in this contract.
16.6.5 Ryan White funds shall not be used to finance the services of lobbyists, fundraisers, or
grant/proposal writers, nor to support lobbying, fundraising activities, and/or the writing of
grant/contract proposals.
16.6.6 The Ryan White Act limits the administrative expenses to not more than 10% of the total
grant award. The Act defines allowable “administrative activities” to include:
16.6.7.1 Usual and recognized overhead, including established indirect rates for agencies;
16.6.7.2 Management and oversight of specific programs funded under this title; and
16.6.7.3 Other types of program support such as quality assurance, quality control, and
related activities.
16.7 CONTINGENCY RELATING TO OTHER CONTRACTS AND GRANTS:
16.7.1 The Contractor shall, during the term of this Contract, immediately inform County in
writing of the award of any other contract or grant where the award of such contract or
grant may affect either the direct or indirect costs being paid/reimbursed under this
Contract. Failure by the Contractor to notify County of such award shall be considered a
material breach of the Contract and County shall have the right to terminate this Contract
without liability.
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16.7.2 County may request, and the Contractor shall provide within a reasonable time, a copy of
any other contract or grant, when in the opinion of the Director, the award of the other
contract or grant may affect the costs being paid or reimbursed under this Contract.
16.7.3 If County determines that the award to the Contractor of such other Federal or State
contract or grant has affected the costs being paid or reimbursed under this Contract,
County shall prepare a Contract Amendment effecting a cost adjustment. If the
Contractor protests the proposed cost adjustment, the protest shall be construed as a
dispute within the meaning of the Disputes clause contained herein.
16.8 EQUIPMENT:
16.8.1 All equipment and products purchased with grant funds should strive to be American made.
16.8.2 The title to any and all equipment acquired through the expenditure of funds received from
County shall remain that of the Department of Health and Human Services, Health
Resources and Services Administration. County must specifically authorize the acquisition
of any such equipment in advance. Upon termination of this Contract, County may
determine the disposition of all such equipment.
16.8.3 The Contractor agrees to exercise reasonable control over all equipment purchased with
capital outlay expense Contract funds. All equipment lost, stolen, rendered non-usable, or
no longer required for program operation must be reported immediately to County for
disposition instructions. The Contractor shall report the physical inventory of all
equipment purchased with contract funds within sixty (60) days of receipt of such
equipment.
16.9 IMPROPRIETIES AND FRAUD:
16.9.1 The Contractor shall notify the Ryan White Program in writing of any actual or suspected
incidences of improprieties involving the expenditure of CARE Act funds or delivery of
services. This will include when potential or current clients receive services, or attempt
to receive services, for which they are ineligible. Notification is also required whenever
acts of indiscretion are committed by employees that may be unlawful or in violation of
this contract. Notification to the Ryan White Program shall occur in writing within 24
hours of detection.
16.9.2 The Federal Department of HHS Inspector General maintains a toll-free hotline for
receiving information concerning fraud, waste, or abuse under grants and cooperative
agreements. Such reports are kept confidential and callers may decline to give their names
if they choose to remain anonymous.
Office of Inspector General
TIPS HOTLINE
P. O. Box 23489
Washington, D. C. 20026
Telephone: 1-800-447-8477 (1-880-HHS-TIPS)
16.9.3 The Contractor shall be responsible for any loss of funds due to mismanagement, misuse,
and/or theft of such funds by agents, servants and/or employees of the Contractor.
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16.10 ADHERENCE TO RYAN WHITE POLICIES:
Contractor shall adhere to all Arizona Ryan White Parts A, B, and ADAP.
16.11 REFERRAL RELATIONSHIPS:
16.11.1 Contractors must have documented evidence to substantiate referral relationships on an
ongoing basis consistent with HRSA guidance.
16.11.2 The Contractor shall have letters of agreement and Memorandums of Understanding
(MOUs) to document referral relationships with key points of entry. Key points of entry
include:
e Emergency rooms
e Substance abuse and mental health treatment programs
e Detox(ification) centers
e Detention facilities
e Sexually Transmitted Disease (STD) Clinics
e Homeless shelters
e HIV counseling and testing sites
Additional points of entry:
e Public health departments
e Health care points of entry specified by eligible areas
e Federally Qualified Healthcare Centers (FQHCs)
e Entities such as Ryan White Part C and D grantees
16.12 CONFIDENTIALITY:
16.12.1 The Contractor understands and agrees that this Contract is subject to all State and Federal
laws protecting client confidentiality of medical, behavioral health, and drug treatment
information.
16.12.2 The Contractor shall establish and maintain written procedures and controls that ensure the
confidentiality of client medical information and records.
16.12.3 The Contractor shall maintain and document employee and direct service provider training
on their organization’s policies and procedures related to client confidentiality.
16.12.4 In accordance with Section 318 (e)(5) of the Public Health Service Act [42 U.S.C.
247c(e)(5)], no information obtained in connection with the examination, care or services
provided to any individual under any program which is being carried out with Federal
monies shall, without such individual’s consent, be disclosed except as may be necessary
to provide services to such individual or as may be required by laws of the State of Arizona
or its political subdivisions. Information derived from any such program may be disclosed
(a) in summary, statistical, or other form, or (b) for clinical research purposes, but only if
the identity of the individuals diagnosed or provided care under such program is not
disclosed. The Contractor shall comply with the provisions of 4.R.S. § 36-663 concerning
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HIV-related testing; restrictions; exceptions and ARS. § 36-664 concerning
confidentiality; exceptions, in providing services under this Contract.
16.12.5 Confidential communicable disease related information may only be disclosed as permitted
by law, and only consistent with the current Arizona Ryan White Parts A, B and ADAP
Eligibility Policies.
16.13 PURCHASE ORDERS:
County reserves the right to cancel Purchase Orders within a reasonable period of time after
issuance. Should a Purchase Order be canceled, the County agrees to reimburse the Contractor for
actual and documentable costs incurred by the Contractor in response to the Purchase Order. The
County will not reimburse the Contractor for any costs incurred after receipt of County notice of
cancellation, or for lost profits, shipment of product prior to issuance of Purchase Order, etc.
16.14 SUSPENSION OF WORK:
The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or
any part of the work of this contract for the period of time that the Procurement Officer determines
appropriate for the convenience of the County. No adjustment shall be made under this clause for
any suspension, delay, or interruption to the extent that performance would have been so suspended,
delayed, or interrupted by any other cause, including the fault or negligence of the Contractor. No
request for adjustment under this clause shall be granted unless the claim, in an amount stated, is
asserted in writing as soon as practicable after the termination of the suspension, delay, or
interruption, but not later than the date of final payment under the Contract.
16.15 STOP WORK ORDER:
The Procurement Officer may, at any time, by written order to the Contractor, require the Contractor
to stop all, or any part, of the work called for by this contract for a period of ninety (90) calendar
days after the order is delivered to the Contractor, and for any further period to which the parties
may agree. The order shall be specifically identified as a stop work order issued under this clause.
Upon receipt of the order, the Contractor shall immediately comply with its terms and take all
reasonable steps to minimize the incurrence of costs allocable to the work covered by the order
during the period of work stoppage. Within a period of 90 calendar days after a stop-work is
delivered to the Contractor, or within any extension of that period to which the parties shall have
agreed, the Procurement Officer shall either:
16.15.1 Cancel the stop work order; or
16.15.2 Terminate the work covered by the order as provided in the Default, or the Termination for
Convenience clause of this Contract.
16.15.3 The Procurement Officer may make an equitable adjustment in the delivery schedule
and/or Contract price, or otherwise, and the Contract shall be modified, in writing,
accordingly, if the Contractor demonstrates that the stop work order resulted in an increase
in costs to the Contractor.
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16.16 TERMINATION FOR CONVENIENCE:
Maricopa County may terminate the Contract for convenience by providing sixty (60) calendar days
advance notice to the Contractor.
16.17 TERMINATION FOR DEFAULT:
The County may, by written notice of default to the Contractor, terminate this Contract in whole or
in part if the Contractor fails to:
16.17.1 Deliver the supplies or to perform the services within the time specified in this Contract or
any extension;
16.17.2 Make progress, so as to endanger performance of this Contract; or
16.17.3 Perform any of the other provisions of this Contract.
The County’s right to terminate this contract under these subparagraphs may be exercised if the
Contractor does not cure such failure within ten (10) business days (or more if authorized in writing
by the County) after receipt of the notice from the Procurement Officer specifying the failure.
16.18 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract 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 Contract or any extension of the Contract is in effect, an
employee or agent of any other party to the Contract in any capacity or 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 Contract arising as the result of the Contract.
16.19 CONTRACTOR LICENSE REQUIREMENT:
16.19.1 The Contractor shall procure all permits, insurance, licenses and pay the charges and fees
necessary and incidental to the lawful conduct of his/her business, and as necessary
complete any required certification requirements, required by any and all governmental or
non-governmental entities as mandated to maintain compliance with and in good standing
for all permits and/or licenses. The Contractor shall keep fully informed of existing and
future trade or industry requirements, Federal, State and Local laws, ordinances, and
regulations which in any manner affect the fulfillment of a Contract and shall comply with
the same. Contractor shall immediately notify both Office of Procurement Services and the
Department of any and all changes concerning permits, insurance or licenses.
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16.20 LICENSURE/CERTIFICATION
16.20.1 Contractor shall comply with all applicable provisions of law and other rules and
regulations of any and all governmental, accrediting and/or regulatory authorities relating
to the licensure and regulation of health care providers and physicians.
16.20.2 Upon request, Contractor agrees to allow County, to the extent permitted by law, access to
credentials of Qualified Physicians and Qualified Providers who are providing services to
Department under the terms and conditions of this Contract.
16.20.3 Contractor expressly agrees that it shall comply with all rules, regulations, orders, standards
and interpretations promulgated pursuant to the Occupational Safety and Health Act of 1970
(and to the Occupational and Safety Health Act of the State of Arizona), including but not
limited to training, provision of personal protective equipment, provision of post-exposure
prophylaxis, adherence to appropriate lock out/tag out procedures, and providing all notices,
material safety data sheets, labels, etc. required by the right-to-know-standard.
|
16.21 SUBCONTRACTING:
16.21.1 The Contractor may not assign to another contractor or subcontract to another party for
performance of the terms and conditions hereof without the written consent of the County.
All correspondence authorizing subcontracting must reference the Contract Number and
identify the job project.
16.21.2 The subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as
bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates
or the County has approved the increase. The subcontractor’s invoice shall be invoiced
directly to the Prime Contractor, who in turn shall pass-through the costs to the County,
without mark-up. A copy of the subcontractor’s invoice must accompany the Prime
Contractor’s invoice.
16.22 AMENDMENTS:
All amendments to this Contract shall be in writing and approved/signed by both parties. The
designated Procurement Officer shall be responsible for approving all amendments for Maricopa
County.
16.23 ADDITIONS/DELETIONS OF REQUIREMENTS:
The County reserves the right to add and/or delete materials and services to a Contract. If a service
requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of
service reduced in accordance with the bid price. If additional materials or services are required
from a Contract, prices for such additions will be negotiated between the Contractor and the County.
16.24 STRICT COMPLIANCE:
Acceptance by County of a performance that is not in strict compliance with the terms of the
Contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of
the Contract.
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16.25 VALIDITY:
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of the Contract.
16.26 SEVERABILITY:
The removal, in whole or in part, of any provision of this Contract shall not void or affect the validity
of any other provision of this Contract.
16.27 RIGHTS IN DATA:
The County shal! have the use of data and reports resulting from a Contract without additional cost
or other restriction except as may be established by law or applicable regulation. Each Party shall
supply to the other Party, upon request, any available information that is relevant to a Contract and
to the performance thereunder.
16.28 NON-DISCRIMINATION:
Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-
09 including flow down of all provisions and requirements to any subcontractors. Executive Order
2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and
downloaded at the Arizona State Library Research website
(http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1) which is
hereby incorporated into this contract as if set forth in full herein. During the performance of this
Contract, Contractor shall not discriminate against any employee, client or any other individual in
any way because of that person’s age, race, creed, color, religion, sex, disability or national origin.
16.29 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION:
16.29.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the
best of his or her knowledge and belief that the Contractor, it’s current officers and
directors;
16.29.1.lare not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from being awarded any contract or grant by
any United States Department or Agency or any state, or local jurisdiction;
16.29.1.2have not within three (3) year period preceding this Contract;
16.29.1.2.1been convicted of fraud or any criminal offense in connection with
obtaining, attempting to obtain, or as the result of performing a
government entity (Federal, State or local) transaction or contract; and
16.29.1.2.2been convicted of violation of any Federal or State antitrust statues or
conviction for embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stolen
property regarding a government entity transaction or contract;
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16.29.1.2.3are not presently indicted or criminally charged by a government
entity (Federal, State or local) with commission of any criminal
offenses in connection with obtaining, attempting to obtain, or as the
result of performing a government entity public (Federal, State or
local) transaction or contract; and are not presently facing any civil
charges from any governmental entity regarding obtaining, attempting
to obtain, or from performing any governmental entity contract or
other transaction; and have not within a three (3) year period preceding
this Contract had any public transaction (Federal, State or local)
terminated for cause or default.
16.29.1.3If any of the above circumstances described in the paragraph are applicable to the
entity submitting a bid for this requirement, include with your bid an explanation
of the matter including any final resolution.
16.29.2 The Contractor 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.
16.30 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS:
16.30.1 By entering into the Contract, the Contractor warrants compliance with the Immigration and
Nationality Act (INA using e-verify) and all other Federal immigration laws and regulations
related to the immigration status of its employees and A.R.S. §23-214(A). The Contractor
shall obtain statements from its 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. The Contractor and its subcontractors shall also maintain
Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and
Control Act of 1986, as amended from time to time, for all employees performing work under
the Contract and verify employee compliance using the E-verify system and shall keep a
record of the verification for the duration of the employee’s employment or at least three (3)
years, whichever is longer. I-9 forms are available for download at USCIS.GOV.
16.30.2 The County retains the legal right to inspect Contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph 6.30.1
of this Section. Contractor and subcontractor shall be given reasonable notice of the County’s
intent to inspect and shall make the documents available at the time and date specified.
Should the County suspect or find that the Contractor or any of its subcontractors are not in
compliance, the County will consider this a material breach of the Contract and 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 Contractor.
All costs necessary to verify compliance are the responsibility of the Contractor.
16.31 WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01:
If Contractor engages in for-profit activity and has 10 or more employees, and if this agreement has
a value of $100,000 or more, Contractor certifies it is not currently engaged in, and agrees for the
duration of this agreement to not engage in, a boycott of goods or services from Israel. This
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