CONTRACT RE COMMUNITY HEALTH NEEDS ASSESSMENT WITH NATIVE HEALTH.PDF

CONTRACT FOR SERVICES
MARICOPA COUNTY
by and through the
DEPARTMENT OF PUBLIC HEALTH
4041 N. Central, Suite 1400, Phoenix, Arizona 86012
1. Contract No: 2. Contract Type: Service
3. Contract Amount: $ 30,000 4. Purpose: Completion of a Community Health Needs
(Maximum Reimbursable Amount) Assessment
5. Start Date: 11/112014 6. Expiration Date: 10/31/2017
This Contract is entered into by and between Native Health referred to hereinafter as the "Community Health
Center," and Maricopa County, by and through the Department of Public Health, referred to hereinafter as the
"County." The Community Health Center and the County are collectively referred to as the "Parties" and
individually as a "Party." The Parties, for and in consideration of the covenants and conditions set forth herein,
shall provide and perform the services as set forth below. All rights and obligations of the Parties shall be
governed by the terms of this Contract, including its Exhibits, Attachments, Appendices, and any Subcontracts
or Amendments as set forth herein and in:
Section I General Provisions Section III Work Statement
Section II Special Provisions Section IV Compensation
This Contract contains all the terms and conditions agreed to by the Parties. No other understanding,
oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind the
Parties. Nothing in this Contract shall be construed as consent to any lawsuit or waiver of any defense
in any lawsuit brought against the State of Arizona, the County, or the Community Health Center, in
any State or Federal Court.
Legal notice under this Contract shall be given by personal delivery or by registered or certified mail, postage
prepaid and return receipt requested, to the addresses set forth below. If the legal notice is personally
delivered, it is deemed given and effective upon receipt by the Party to whom it is addressed. If the legal
notice is mailed, it is deemed given and effective three (3) days after it is mailed by registered or certified mail.
Notice to Community Health Center: 1.4ef 1) t) Phone:IF/6)
Address: qt.;
Notice to Department: MCDPH Grants/Contracts Unit Phone: (602) 506-1829
Address: 4041 N. Central Ave., Suite 1400, Phoenix, AZ 85007
IN WITNESS WHEREOF, the Parties enter into this Contract:
FOR AND ON BEHALF OF
CENTER MARICOPA COUNTY
BY:
Chairman, Board of Supervisors
ATTEST
Clerk of the Board
Date
APPROVED AS TO FORM: APPROVED AS TO FORM:
Attorney for Maricopa County
Date Date

SECTION II SPECIAL 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. Community Health Center means any Federally Qualified Healthcare Center
(FQHC), or FQHC look-alike.
B. Contract means this document and all exhibits, attachments, appendices, and
amendments to this Contract.
C. County means Maricopa County, Arizona.
D. Department means the Maricopa County Department of Public Health
(MCDPH).
E. Director means the Director of the Department.
F. Funding Source means any Federal, State, or Private Agency funding source
that may impose conditions on the funding that will be passed on to the County.
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 Community Health Center.
4. AMENDMENTS
All Amendments to this Contract shall be in writing and signed by the Parties.
5. ADEQUACY OF RECORDS
If the County's books, records, and other documents relevant to this Contract are not
sufficient to support and document that allowable services were provided to eligible
persons, the County shall reimburse the Community Health Center for the services not
sufficiently supported and documented,
2

SECTION II SPECIAL PROVISIONS
6. RETENTION OF RECORDS
A. This provision applies to all financial and programmatic records, supporting
documents, statistical records, and other records of the County, which are
reasonably considered as relevant to this Contract.
B. The County shall retain all financial books, records, and other documents
relevant to this Contract for six (6) years after final payment or until after the
resolution of any audit questions, which could take more than five (5) years,
whichever is longer. The County, Federal, or State auditors, and any other
persons duly authorized by the County, shall have full access to, and the right to
examine, copy, and make use of any and all such materials.
7. ASSIGNMENT / SUBCONTRACTING
No rights, liability, obligations, or duties under this Contract may be assigned, delegated,
or subcontracted without the prior written approval of the County.
8. AUDIT DISALLOWANCES
A. The County shall, upon written demand therefore, reimburse the Community
Health Center 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 Community Health
Center incurs in connection with any legal action relating to such disallowance.
B. If, at any time, the Community Health Center determines that a cost for which
payment has been made is a disallowed cost, the Community Health Center shall
notify the County in writing of the disallowance and the required course of action,
which may be, at the option of the Community Health Center, 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 Community Health Center 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 Community Health Center may terminate this Contract at any
time with at least thirty (30) days prior written notice to the other Party. Such
notice shall be given by personal delivery or by Registered or Certified Mail,
postage prepaid and return receipt requested.
B. This Contract may be terminated by mutual written agreement of the Parties
specifying the termination date therein.
3

SECTION II SPECIAL PROVISIONS
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 Community Health Center 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 Community Health Center 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.
16. INDEMNITY
A. To the fullest extent permitted by law, and to the extent that claims, damages,
losses or expenses are not covered and paid by insurance purchased by the
County, the County shall defend indemnify and hold harmless the Community
Health Center (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 Community Health
Center, its agents, representatives, agents, officers, directors, officials, and
employees shall arise in connection with any claim, damage, loss, or expense
that is attributable to bodily injury, sickness, disease, death or injury to,
impairment of, or destruction of tangible property, including loss of use resulting
there from, caused by negligent acts, errors, omissions, or mistakes in the
performance of this Contract, but only to the extent caused by the negligent acts
or omissions of the County, a subcontractor, any one directly or indirectly
4

SECTION II SPECIAL PROVISIONS
employed by them, or anyone for whose acts they may be liable, regardless of
whether or not such claim, damage, loss, or expense is caused in part by a party
indemnified hereunder.
C. The amount and type of insurance coverage requirements set forth herein will in
no way be construed as limiting the scope of the indemnity in this paragraph.
D. The scope of this indemnification does not extend to the sole negligence of
COMMUNITY HEALTH CENTER.
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
Community Health Center may terminate this Contract without liability.
17. SAFEGUARDING CLIENT INFORMATION
The use or disclosure by any Party of any information concerning an eligible person
served under this Contract is directly limited to the performance of this Contract.
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 Contractor, 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 Community Health Center.
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:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising, lay-
off or termination, rates of pay or other forms of compensation, and selection for training,
including apprenticeship. The County shall, to the extent such provisions apply, comply
with Titles VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000a,
et seq.); the Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); the Age
Discrimination in Employment Act of 1967, as amended (29 U.S.C. §§ 621, et seq.); the
Immigration Reform and Control Act of 1986 (Pub. L. No. 99-603) ("IRCA"); and Arizona
5

SECTION II SPECIAL PROVISIONS
Executive Order 2009-09, which mandates that all persons shall have equal access to
employment opportunities. The County shall also comply with all applicable provisions
of the Americans with Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.).
21. RIGHT OF PARTIAL CANCELLATION
If more than one activity is funded by this Contract, the Community Health Center
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 Community Health Center 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 Community Health
Center and signed by both Parties.
23. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
A. The undersigned (an authorized official signing for the County) certifies to the
best of his or her knowledge and belief T 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
4) have not, within the 3-year period preceding this Contract, had one or
more public transactions (Federal, State, or local) terminated for cause of
or default.
B. If the County is not able to provide this certification, an explanation as to why
shall be attached to this Contact.
6

SECTION II SPECIAL PROVISIONS
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 e-verify program and shall keep a record of the verification
for the duration of the employee's employment or at least three years, whichever
is longer.;
B. That a breach of a warranty under subsection A above shall be deemed a
material breach of this Contract that entitles the Community Health Center to,
among other things, terminate this Contract without liability;
C. That the Community Health Center 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 Community Health Center.
1. MEDIATION/ARBITRATION
In the event that any dispute arises out of this Contract or involves a recipient of services
under the terms of this Contract, the Parties shall meet and confer in an effort to resolve
the dispute. In the event that such informal efforts to resolve the dispute are
unsuccessful in 90 days, the Parties shall resolve the dispute by arbitration pursuant to
A.R.S. § 12-3001, et seq..
2. 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 Community Health Center within fifteen (15)
days of its effective date.
7

SECTION II SPECIAL PROVISIONS
B. The County shall include in any subcontracts a provision to the effect that the
subcontractor agrees that the Community Health Center shall have access to the
subcontractor's facilities and the right to examine any books, documents, and
records of the subcontractori involving transactions related to the subcontract
and that such books, documents, and records shall not be disposed of except as
provided herein.
3, LAWS, RULES, AND REGULATIONS
The Community Health Center 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 Community Health Center without the written consent of the County's
designated representative. Any attempt by the Community Health Center 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 Community Health Center'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
Community Health Center's assignments.
8

SECTION III WORK STATEMENT
SERVICE GOALS
A. County agrees to:
a. Produce a final Community Health Needs Assessment report for Native Health
by October 31, 2017.
b. Provide interim Community Health Needs Assessment reports for the same
above listed facilities at least annually.
c. Administer the data gathering, cleaning, and analysis for community health
indicators in Maricopa County, including data collection from focus groups.
d. Administer and convene meetings of the Community Health Needs Assessment
funders and Advisory Board at least quarterly.
e. Provide for ad hoc data analysis on community health indicators at the request of
the Community Health Center.
B. Community Health Center agrees to:
a. Allow employees of the Community Health Center to participate as necessary on
the Advisory Board and/or workgroups.
b. Facilitate the timely review and approval of the final Community Health Needs
Assessment report by the necessary Administrators and Boards within the
Community Health Center.
9

SECTION IV COMPENSATION
1. COMPENSATION
A. Subject to the availability of funds, the Community Health Center shall pay the
County for the services described herein for a sum not to exceed the Contract
Amount listed on the cover page of this Contract in equal yearly installments of
$10,000 over the three year term of this Contract.
B. The Community Health Center shall pay the County an amount not to exceed
(NTE) $30,000 for the life of this Contract.
2. METHOD OF PAYMENT
A. Yearly invoice.
B. Yearly invoices shall be submitted to: Craig Pattee, Development Director
3. NOTICE
Any notice given under this Contract shall be sent to the attention of the
following:
Mancopa County
Department of Public Health,
:Office 6 .
LtcA't) •-•\
tie On( 2
Health
3rants and : Contracts Unit
ki.41,01 ,
• \i )k7
10