AMD RE C H NEED ASSMT WITH DIGNITY HEALTH.PDF

CONTRACT NO: C-86-15-049-3-02 AMENDMENT NO: 2
AMENDMENT TO
CONTRACT
Between
MARICOPA COUNTY
By and Through
DEPARTMENT OF PUBLIC HEALTH
4041 N Central Avenue, Suite 1400, Phoenix, Arizona 85012
and
DIGNITY HEALTH
3030 North Central Avenue, Suite 1402, Arizona 85295
I. The above named contract is hereby amended as specified below:
A. Coversheet, 3. Contract Amount, is changed to an aggregate, not-to-exceed (NTE) total amount
from $150,000.00 to $165,000.00 (increased $15,000.00 for the budget period November 1,
2014 through October 31, 2017);
B. Add revised Section I, General Provision, Attachment A;
C. Add revised Section II, Special Provision, Attachment B;
D. Section III, Work Statement, Service Goals A., County agrees to: a. add one (1) additional site
to provide Community Health Needs Assessment
1. Arizona General Hospital, 7171 S 51st Ave, Laveen, AZ 85339;
E. Section III, Work Statement, add 2. BACKGROUND (Attachment C).
All other terms and conditions of the original contract and its amendments shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties agree to the changes indicated herein:
FOR AND ON BEHALF OF FOR AND ON BEHALF OF DIGNITY
MARICOPA COUNTY HEALTH
By: __ By:
Chairman, Board of Supervisors
- ‘‘,
Date Date
ATTEST ATTEST
Clerk of the Board
Date Date
APPROVED AS TO FORM APPROVED AS TO FORM
Attorney for Maricopa County
Date Date
1

(Attachment A)
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. Fundina 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 any individual hospital, hospital system, Federally Qualified
Healthcare Center (FQHC), or FQHC look-alike.
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.
6. 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
2

(Attachment A)
SECTION I GENERAL PROVISIONS
supported and documented.
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. ASSIGNMENT I 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.
8. AUDIT DISALLOWANCEZ
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 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.
9. 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.
10. 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.
3

(Attachment A)
SECTION I GENERAL PROVISIONS
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.
11. 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.
12. 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
13. 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.
14. 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.
15. 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
4

(Attachment A)
SECTION I GENERAL PROVISIONS
connection with any daim, 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 daim, 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.
16 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.
17- SAELQUABPilica.LULUIIIESMAILIB2b1
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.
18. 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.
19. 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.
20. 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:
5

(Attachment A)
SECTION I GENERAL PROVISIONS
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 Tifies 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 DisabilitiesAct of 1990(42 U.S.C. §§ 12101, et seq.).
21, RIGHT OF PARTIAL CANCELLATION
If more than one activity is funded by this Contract, the Hospital reserves the right to
terminate this Contract or any part thereof based on the County's failure to
perform any part of this Contract without impairing, invalidating, or canceling the
remaining Work Statement obligations.
22. 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.
23. CERTIFICATION REGARDING ,QEBARMENT 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
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
6

(Attachment A)
SECTION I GENERAL PROVISIONS
4) have not, within the 3-year period preceding this Contract, had one or
more public transactions (Federal, State, or local) terminated for cause ef
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.
24. 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 a-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 Hospital.
7

(ATTACHMENT B)
SECTION II SPECIAL PROVISIONS
1. MEDIATION/ARBITRATION
I n 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). Contractor reimbursement schedules and program budgets
B. The Director shall not increase or decrease the maximum reimbursable amount
to be paid the Contractor without an official amendment to this Contract
Additionally, the Director shall not direct substantive changes in services to be
rendered by the Contractor.
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

(ATTACHMENT B)
SECTION II SPECIAL PROVISIONS
4. INSURANCE
A. The Contractor shall have in effect at all times during the term of this Contract
insurance that is adequate to protect the County, its officers, employees,
participants, and equipment funded under this Contract against such losses as
are set forth below. The Contractor shall provide the County with current
documentation of insurance coverage by furnishing a Certificate of Insurance or
a certified copy of the insurance policy naming the County 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 vehides, facilities, or equipment brought by dients 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 Contractor.
E. Professional Liability:
1.) Insurance for the Contractor and its Agents, Employees, and other
Contractor 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 Contractor agrees that in the event it, or any of its Agents,
Employees, or other Contractor 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 Contractor shall
promptly notify the Director in writing. The duty to notify under this
paragraph applies whether or not the County is claimed to be involved, is
named as a party to the matter, or could be potentially liable as a party.
9

(ATTACHMENT B)
SECTION II SPECIAL PROVISIONS
F. The Contractor shall immediately inform the Director 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.
6. 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.
1 0

ATTACHMENT C:
2. BACKGROUND
Beginning in the first taxable year after ApriI2012, the Internal Revenue Service (IRS)
requires that non-profit hospitals conduct community health needs assessments at least
every three years.' 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
organizational and technical infrastructure needed to implement the coordinated
community health needs assessment process. (Re: C-86-15-023-M-00, Community
Health Assessment Business Plan, approved September 24, 2014)
i http://www.irs.gov/Charities-&-Non-Profits/Charitable-Organizations/New-Requirements-for-501(c)(3)-
Hospitals-Under-the-Affordable-Care-Act
2 htto:1/bahc.hrsa.aov/policies regulations/f eaislation/
http://www.phaboard.org/accreditation-process/public-health-department-standards-and-measures/
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