KEOGH AGREEMENT.DOCX

Agreement
Between Maricopa
County and Keogh Health
Connection
(Health Care Education and Services)
WHEREAS the Keogh Health Connection ("Provider") is the recipient of a "navigator" grant and
is a HEAplus Provider who can assist individuals with health care education and enrollment options;
WHEREAS Maricopa County ("County") is the Arizona political subdivision that provides jails
and detention facilities within Maricopa County pursuant to A.R.S. §11-251(8) and is empowered to enter
into contracts for goods and services;
WHEREAS The Maricopa County jails and detention facilities are operated by the
Maricopa County Sheriffs Office;
WHEREAS, Provider has agreed to provide HEAplus and Marketplace assistance and enrollment
services to individuals incarcerated by the Maricopa County Sheriffs Office ("MCSO");
County agrees to allow Provider to utilize jail facilities to educate and assist individuals
incarcerated with health care options and enrollment, subject to the following terms:
1. Term. This contract shall begin on November 1, 2014 and terminate on November 1,
2015, with the option for an annual renewal unless terminated by either party under the
Termination conditions.
2. County and MCSO Responsibilities. The MCSO will provide space to the Provider as directed by
the Chief Deputy of the Maricopa County Sheriffs Office. The space to be provided and the
availability of the space shall be at the sole discretion of MCSO. MCSO will not provide any
services, technology or supplies to Provider. MCSO will not share confidential information with
Provider. MCSO will conduct a complete background check on any individual performing
services on Provider's behalf under this agreement.
3. Provider Responsibilities. Provider will provide staffing as agreed to by both MCSO and Provider
at MCSO designated facilities to educate and assist individuals incarcerated with health care
options, including enrollment assistance. Provider is responsible for providing monthly aggregate
productivity or activity reports agreed on by both Provider and MCSO. Provider is responsible for
ensuring that any individual performing services on Provider's behalf under this agreement has
completed the required forms or documents for MCSO to complete a background check for
Provider employees. Employees and agents of Provider are subject to all safety and security
screenings and policies when entering and remaining in MCSO facilities.
4. MCSO is neither required to pay funds to Provider under this agreement, nor is MCSO to receive
any funds from Provider under this agreement.
5. Recordkeeping. Pursuant to A.R.S. §§ 35-214 and 35-215, Provider shall create and retain
financial records and other documents ("records") relevant to this agreement for a period of not
less than five years from the ending date of this contract. County and MCSO and/or its auditor
shall have access to such records from the beginning of the agreement
period through the retention period. All records shall be subject to inspection and audit by
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the County, at reasonable times. Upon request, Provider shall produce the original of any or all
such records.
6. Disputes. This agreement is subject to the arbitration requirements of A.R.S. §§ 12-1518 and 12-
133.
7. Applicable Law. The laws and regulations of the State of Arizona shall govern the rights
of the parties, the performance of this contract, and any disputes thereunder.
8. Availability of Funds. Every payment obligation of the County and/or MCSO under this
agreement is conditioned upon the availability of funds allocated for the payment of such
obligation. If funds are not allocated and available for the continuance of this agreement, this
agreement may be terminated by the County at the end of the period for which the funds are
available. No legal liability on the part of the County, MCSO or any other County department for
any payment may arise under this agreement until and only as long as funds are made available
for the performance of this agreement. If the necessary funds are not made available, then the
County shall provide written notice to Provider and may cancel this agreement without further
obligation. No liability shall accrue to the County, MCSO or any other County department in the
event this provision is exercised, and neither the County nor MCSO shall be obligated or liable
for any future payments or for any damages as a result of termination under this paragraph,
including payments for damages for purchases or subcontracts entered into by Provider in
anticipation of funding.
9. Licenses and Permits. Provider shall, at its expense, obtain and maintain all licenses, permits, and
authority necessary to do business, render services, and perform work under this agreement, and
shall comply with all federal and Arizona laws regarding unemployment insurance, disability
insurance, and workers' compensation.
10. Independent Contractor Status. Provider is an independent contractor in the performance of work
and the provision of services under this agreement and is not to be considered an officer,
employee, or agent of the County or MCSO.
11. Termination. Either party may terminate this agreement for any reason on 7 days written
notice.
12. Cancellation. The requirements of A.R.S. §38-511 apply to this agreement. County may cancel
this agreement, without penalty or further obligation, if any person significantly involved in
initiating, negotiating, securing, drafting or creating this agreement on behalf of either Provider or
County is, at any time while this agreement or any extension is in effect, an employee or agent of
Provider respect to the subject matter of this agreement.
13. Indemnification. Provider shall indemnify, defend, save and hold harmless the County and
MCSO, County's departments, boards, commissions, and its officers, officials, agents, and
employees (hereinafter referred to as "Indemnitee") from and against any and all claims, actions,
liabilities, damages, losses, or expenses (including court costs, attorneys' fees, and costs of claim
processing, investigation and litigation)(hereinafter referred to as "Claims") for bodily injury or
personal injury (including death), or loss or damage to tangible or intangible property caused, or
alleged to be caused in whole or in part, by the negligent or willful acts or omissions of Provider
or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity
includes any claim or amount arising out of or recovered under the Workers' Compensation Law
or arising out of the failure of Provider to conform to any federal, state or local, law, statute,
ordinance, rule, regulation or court decree. It is the specific intention of the parties that the
Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful
acts or omissions of the Indemnitee, be indemnified by Provider from and against any and all
claims. It is agreed that Provider will be responsible for primary loss investigation, defense and
judgment costs where this indemnification is applicable. In consideration of this agreement,
Provider agrees to waive all rights of subrogation against the County and the Maricopa County
Sheriffs Office, the officers, officials, agents, and employees thereof for losses arising under this
agreement.
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14. Insurance. Provider shall maintain the insurance required by the Maricopa County Commercial
General Liability Occurrence Form. Policy shall include bodily injury, property damage and
broad form contractual liability coverage. The policy shall be endorsed to include coverage for
physical/sexual abuse and molestation. The policy shall be endorsed to include the following
additional insured language: "Keogh, its subsidiary, parent, associated and/or affiliated entities,
successors, or assigns, its elected officials, trustees, employees, agents, and volunteers shall be
named as additional insureds with respect to liability arising out of the activities performed by, or
on behalf of the Contractor."
Minimum Limits:
General Aggregate $2,000,000
Products/Completed Operations Aggregate $4,000,000
Each Occurrence Limit $2,000,000
Personal/Advertising Injury $1,000,000
Sexual Abuse/Molestation $1,000,000
15. Prohibition of Discrimination. Provider shall comply with Executive Order 2009-9, which
mandates that all persons, regardless of race, color, religion, sex, age, national origin or political
affiliation, shall have equal access to employment opportunities, and all other applicable State
and Federal employment laws, rules, and regulations, including the Americans with Disabilities
Act. Provider shall take affirmative action to ensure that applicants for employment and
employees are not discriminated against due to race, creed, color, religion, sex, national origin or
disability.
16. Compliance Requirements for A.R.S. § 41-4401 -Immigration Laws and E-Verify
Requirement.
a. Provider warrants compliance with all Federal immigration laws and regulations relating
to employees and warrants its compliance with Section A.R.S. § 23-214, Subsection A.
(that subsection reads: "After December 31, 2007, every employer, after hiring an
employee, shall verify the employment eligibility of the employee through the E-Verify
program.
b. A breach of warranty regarding compliance with immigration laws and regulations shall
be deemed a material breach of agreement and Provider may be subject to penalties up to
and including termination of the Contract.
c. The County retains the legal right to inspect the papers of any employee who works on
the agreement to ensure that Provider or subcontractor is complying with the terms of the
operative paragraphs set forth above.
17. Amendments. The terms of this agreement may not be amended except by written agreement of
the parties.
18. Counterparts. The parties may execute this Contract in two or more counterparts, each of
which shall be deemed an original and together which shall constitute one and the same
document.
Notices:
All notices given pursuant to the terms of this Agreement shall be addressed to:
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For Maricopa County Sheriffs Office: For Keogh Health Connection:
Attention: Chief Deputy Jerry Sheridan Attention: Saundra Johnson
550 W. Jackson St. 3620 N 4th Ave.
Phoenix, AZ 85003 Phoenix, AZ 85013
602-876-1801 602-266-0397
Maricopa County Board of Supervisors Keogh Health Connection
49 -Pc------ --?AA0/5---
Steve Chucri Date Date
Chairman of the Board Executive Directbr
ATTEST:
Clerk of the Board Date
APPROVED AS TO FORM
Deputy County Attorney Date
Agenda Number:
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