FACILITY USE RE CASE MGMT WITH CENTRAL AZ SS.PDF

C-xx-xx-xxx-x-xx
FACILITIES USE/REVOCABLE LICENSE AGREEMENT
Between
Central Arizona Shelter Services, Inc.
And
MARICOPA COUNTY
P-50251
This Facilities Use/Revocable License Agreement (the “Agreement”) is made and entered
into by and between Central Arizona Shelter Services, Inc., 230 S. 12th Avenue, Phoenix, AZ
85006, (“CASS”), and MARICOPA COUNTY, a political subdivision of the State of Arizona,
whose current address is 301 W. Jefferson, Phoenix, Arizona 85003 (“County”). Contractor and
County shall collectively be referred to sometimes herein as the “Parties” or individually as a
“Party.”
R E C I T A L S :
CASS desires to utilize the staff of the Veteran’s Administration to provide counseling
services, employment services, and/or case management services to veterans experiencing
homelessness (“Service”);
CASS desires to offer the Services to homeless veterans living in Maricopa County (the
“Recipients”);
CASS has selected the Maricopa County Department of Public Health, Health Care for
the Homeless facility, located on the Human Services Campus, with an address of 220 S. 12th
Avenue, Phoenix, AZ 85007 (the “Site”), as the Arizona site for the Services;
County has determined that the use is not commercial in nature, but rather a benefit to the
Recipients;
County desires to support the efforts of the CASS by offering a restricted area of the Site
(the “Premises”) where CASS may offer the Services to Recipients pursuant to the terms and
conditions of this Agreement;
In consideration of the mutual promises and covenants contained herein, and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereto agree as follows:
A G R E E M E N T:
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Article 1. Recitals.
1.1 The Recitals, by this reference, are incorporated herein and made a part of this
Agreement.
Article 2. CASS Responsibilities.
2.1 CASS shall utilize the Premises as described in Exhibit “A”, attached hereto and
incorporated by reference herein, Monday through Friday, between the hours of
7:00 a.m. and 4:00 p.m., excluding County holidays (listed in Exhibit “B”).
2.2 CASS shall comply with all federal, state and local laws, statutes, rules,
regulations, ordinances, codes and executive orders whether now or hereafter in
effect including, but not limited to, the Health Insurance Portability and
Accountability Act of 1996 (HIPAA) Compliance, as amended.
Additionally, CASS affirms that it is and will continue to be compliant with all
parts of the Administrative Simplification Requirements of HIPAA, as amended,
including, but not limited to, the following four (4) sections:
1) Electronic Transactions and code sets
2) Security
3) Unique identifiers
4) Privacy
2.3 CASS, at its sole cost and expense, shall keep the Site, Premises and common
areas in a clean, safe and usable condition at all times.
2.4 CASS, at CASS’s sole cost and expense, shall provide all equipment (including,
but not limited to, computers and cell phones) and supplies necessary for the
service.
2.5 CASS shall be solely responsible for the payment of wages or salary of any type,
if any, to all employees, officers, directors, staff, contractors and agents of CASS.
2.6 CASS, at its sole cost and expense, shall be responsible for ensuring the safety
and security of the Premises, all supplies and equipment located in the Premises,
and the safety and security all its employees, officers, directors, staff, contractors,
agents of the CASS that are providing services in the Health Care for the
Homeless facility.
2.7 CASS, at its sole cost and expense, shall be responsible for ensuring the safety
and security of all individuals seeking services on the Premises.
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Article 3. Fees, Costs and Expenses.
3.1 CASS agrees to conduct the Service at no cost or expense to County. County
agrees to provide access to the Premises and common areas pursuant to the terms
and conditions of this Agreement without monetary remuneration.
Article 4. County Responsibilities.
4.1 The County agrees to provide access to the Premises and common areas for the
Service. CASS shall only have access to the Premises and common areas during
the days and hours necessary to provide the Services. The County shall provide
sufficient parking for CASS’s agents and staff during the days and hours
necessary to provide the Services.
4.2 County shall not be required to provide or requested by CASS to provide
information about any Recipient that would violate any federal, state or local
laws, statutes, rules, regulations, ordinances, codes and executive orders whether
now or hereafter in effect including, but not limited to, the Health Insurance
Portability and Accountability Act of 1996 (HIPAA) Compliance, as amended.
Such information may be obtained by CASS directly pursuant to the terms and
conditions of this Agreement and all applicable laws. Furthermore, County shall
not provide the contact information of any Recipient to CASS without County
receiving informed written consent from the Recipient.
Article 5. Term and Termination of Agreement.
5.1 The term of this Agreement shall be for one (1) year and shall commence on
August 1, 2014 (“Term”) and shall expire on July 31, 2015. The Parties may
extend the Term by mutual agreement in writing. The Real Estate Manager of
Maricopa County is hereby given the authority to execute any documents
necessary to extend the Term for a period no longer than one (1) year provided
there is no cost to the County. Should any amendment to this Agreement require
additional cost to the County or an extension of the Term for a period that is
greater than 1 (one) year, then the proposed amendment must be approved by the
Maricopa County Board of Supervisors. The Agreement may be terminated by
either Party by giving the other Party at least 30-day written notice. This
Agreement shall terminate upon the failure of CASS to comply with the terms and
conditions of this Agreement.
5.2 Notice of termination shall be hand-delivered to CASS at the address set forth in
the first paragraph of this Agreement. In addition, notice to the County shall be
mailed to the Real Estate Manager, Department of Finance, or sent by overnight
courier to the same address. County’s address for notice is 301 W. Jefferson,
Suite 960, Phoenix, Arizona, 85003. Either Party may change their respective
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notice address by providing the other Party with prior written notice of the change
of address by certified mail, return receipt requested.
Article 6. Non-Disclosure and Non-Use of Confidential Information.
6.1 CASS agrees that all information communicated or provided to CASS or its
agents with respect to the County or the County’s agents, employees, or
representatives is proprietary and confidential information. Information gained by
CASS or its agents by reason of association with the County or its agents,
employees, or representatives, whether or not that information was
directly/intentionally or indirectly/unintentionally communicated, is confidential
and proprietary information of the County. CASS agrees not to disclose any such
information to third parties. CASS agrees to notify County in writing of any
actual or suspected loss, misuse or misappropriation of any information. CASS
acknowledges and agrees that any violation of this paragraph, whether intentional
or not, will cause irreparable harm to County and its employees. CASS
acknowledges that the County shall be entitled to obtain injunctive relief in
connection with such violation, in addition to any other legal rights and remedies.
The provisions of this Section 5.1 shall survive termination of this Agreement.
Article 7. Governing Law and Venue.
7.1 This Agreement shall be governed by and construed in accordance with the laws
of the State of Arizona, and is subject to A.R.S. § 38-511. The parties expressly
consent to the exclusive personal jurisdiction and venue of the state or federal
courts sitting in Phoenix, Arizona, for any lawsuit arising from or relating to this
Agreement. The prevailing party in any action is entitled to its reasonable
attorneys’ fees and costs.
Article 8. Entire Agreement.
8.1 This Agreement and all Exhibits attached hereto sets forth all of the covenants,
promises, agreements, conditions and understandings between the Parties hereto
and there are no covenants, promises, agreements, conditions or understandings,
either oral or written, between the Parties other than as set forth herein, and those
agreements which are executed contemporaneously herewith. This Agreement
shall be construed as a whole and in accordance with its fair meaning and without
regard to any presumption or other rule requiring construction against the party
drafting this Agreement. This Agreement cannot be modified or changed except
by a written instrument executed by all of the Parties hereto. Each Party has
reviewed this Agreement and has had the opportunity to have it reviewed by legal
counsel.
Article 9. Severability.
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9.1 If any of the provisions of this Agreement are found or deemed by a court of
competent jurisdiction to be invalid or unenforceable, the remaining provisions
will nevertheless continue in full force and effect without being impaired or
invalidated in any way.
Article 10. Non-Waiver.
10.1 Waiver of any breach of any term, condition or covenant herein contained shall
not be deemed to be a waiver of any other term, condition or covenant herein, or
of a subsequent breach of any term, covenant or condition herein. County’s
consent to, or approval of, any subsequent or similar act shall not be deemed to
render unnecessary the obtaining of County’s consent to, or approval of, any
subsequent or similar act by CASS, to be construed as the basis of an estoppel to
enforce the provision or provisions of this Agreement requiring such consent.
Article 11. Indemnification.
11.1 To the fullest extent permitted by law, and except for the willful misconduct of
County, CASS shall defend, hold harmless and indemnify County and all of its
officers, employees, agents, and volunteers from and against any and all damages,
claims, losses, liabilities, actions or expenses (including, but not limited to
attorneys’ fees, expert witness fees, court costs, and attorneys’ fees and costs of
appellate proceedings) (collectively “Claims”) relating to, arising out of or alleged
to have resulted from this Agreement. CASS’s duty to defend, hold harmless and
indemnify County pursuant to this section shall arise in connection with any
claim, damage, loss or expense that is attributable or alleged to be attributable to
bodily injury, sickness, disease, including death, or to injury to, impairment, or
destruction of property, including but not limited to personal property belonging
to CASS and CASS’s officers, employees, agents and volunteers arising from or
related to this Agreement, including claims resulting in whole or in part from the
acts, errors, mistakes, omissions, work or services of the CASS or anyone for
whose acts CASS may be legally liable. CASS will be responsible for primary
loss investigation and defense and judgment costs where this Indemnification
applies. CASS’s obligations under this section shall survive the expiration or
earlier termination of this Agreement. 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.
Article 12. Release.
12.1 In consideration of the granting of this Agreement, CASS voluntarily and
knowingly releases and discharges County and its agents, contractors, employees,
members, officials and partners, if any, from any and all liabilities, claims,
obligations, demands, causes of action, damages, costs, expenses, attorneys’ fees,
and rights whatsoever, in law or in equity, whether known or unknown, that
CASS, or anyone claiming through or under CASS may have or may claim to
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have, which now exist or may hereafter arise resulting from the exercise of the
license granted by this Agreement.
Article 13. Insurance.
13.1 CASS and its agents shall obtain and keep in force the following insurance to be
issued by insurance carriers with a minimum category rating in A.M. Best’s of A
VIII or better, as set forth below:
a) Worker’s Compensation – Statutory Limit;
b) General Liability - $1,000,000;
c) Excess Liability - $3,000,000;
d) Automobile Liability - $1,000,000 (if applicable);
e) Professional Errors and Omissions Insurance - $1,000,000 each claim/
$3,000,000 Aggregate. Each professional or paraprofessional who is not
an employee of Contractor shall also carry Professional Malpractice
Insurance. This is in addition to the coverage required above.
All Errors and Omissions coverage must be “occurrence coverage”, or CASS
must provide “tail” coverage. This means that the coverage will cover claims that
incurred during the event but were not reported until a later time.
13.2 Excluding insurance coverage for 13.1a, County, its officers, directors, agents and
employees shall be named as Additional Insured & Certificate Holders under the
policies of insurance set forth in Subsection 13.1, for any and all purposes arising
out of or connected to the Services provided pursuant to this Agreement.
13.3 County shall be a Certificate Holder for Subsection 13.1.
13.4 Before providing the Services, CASS shall furnish County with certificates of
insurance evidencing coverage required by this Article. The certificates shall
identify County as additional insured and shall be signed by a person authorized
by that insurer to bind coverage on its behalf.
13.5 All obligations for occurrence coverage shall survive termination of this
Agreement. Other insurance policies required hereby shall expressly provide that
such policies shall not be canceled, terminated or materially altered without thirty
(30) days prior written notice to County.
13.6 CASS shall, and shall cause its agents to comply at all times with all applicable
municipal, county, state, federal or other governmental laws, statutes, codes,
regulations and other requirements, including, without limitation, environmental
health, safety and police requirements and regulations respecting the Premises and
common area. This compliance shall be at CASS’s sole cost and expense. CASS
shall be solely responsible for any and all chemical or toxic waste or other
“hazardous material” disbursement or release of any kind whatsoever, which is
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caused by CASS and its agents, whether accidental or intentional, and will be
solely responsible for the actual “clean-up” should any material be released on the
County site. In addition, CASS will be responsible for any cost and expense
associated with said clean-up. As used herein, the term “hazardous materials”
shall mean any materials identified as “hazardous materials” in any municipal,
county, state, federal or other governmental laws, statutes, codes and regulations.
This includes, but is not limited to, blood and bodily fluids.
13.7 All insurance obligations of this Article shall survive termination of this
Agreement.
13.8 It is understood that the County is “Self-Insured” and a Certificate of Insurance
shall be provided by CASS upon approval of this Agreement by the Parties.
Article 14. Return of Premises.
14.1 Upon the expiration or earlier termination of this Agreement, CASS shall restore
the Premises to its original condition, clean and free of any debris and in good
operating order. CASS shall repair any damage to the Premises caused by its use
of the Premises. Any personal property of CASS not removed by the end of the
Term or earlier termination date shall be deemed to have been abandoned by
CASS and may be disposed of or retained by County as County may desire.
Article 15. Personal Property.
15.1 County and CASS acknowledge that all equipment of CASS shall be deemed
personal property of CASS. It is expressly understood and agreed that CASS
retains title to all personal property CASS brings onto the Premises. County shall
not be responsible for any damage to any personal property of CASS and CASS
and/or any of its employees, agents, officers, directors or members hereby waive
any and all rights to bring any claim against County from or relating in any way to
damage to the personal property of CASS.
Article 16. Interruption of Service.
16.1 Notwithstanding the preceding, or anything to the contrary contained herein, the
parties acknowledge and agree that under no circumstances shall County be liable
for damages, costs or other losses incurred or suffered by CASS as a result of acts
of God, war, national emergency, governmental restriction/request/
direction/delay, civil commotion, strikes, fire or other catastrophe, force majeure,
and all other causes or events which are beyond the County’s control. This
includes, but is not limited to, any inadequacy, stoppage, surge, interruption or
discontinuance of any telephone, electric or other utility service.
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Article 17. Authority to Execute Agreement/Counterparts.
17.1 Each party represents to the other that the person executing this Agreement on
behalf of the respective entity is authorized to execute this Agreement and the
other party shall have the right to rely on such representations or warranties.
This Agreement may be executed in one or more facsimile counterparts, each of
which shall be an original, and all of which taken together shall constitute a single
instrument.
Article 18. No Partnership or Joint Venture.
18.1 Nothing contained in this Agreement shall create any partnership, joint venture or
other arrangement between CASS and County. Except as expressly provided
herein, no term or provision of this Agreement is intended or shall be for the
benefit of any person or entity not a party hereto, and no such other person or
entity shall have any right or cause of action hereunder.
Article 19. Immigration Laws.
19.1 CASS warrants that it is in compliance with A.R.S. §41-4401 and further
acknowledges:
a. That CASS 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 section [16.1?] above, shall be deemed
a material breach of this Agreement that is subject to penalties up to and
including termination of this Agreement;
c. That County retains the legal right to inspect the papers of any CASS
employee, contractor employee or subcontractor employee who works at,
on or about the Premises to ensure that CASS and its contractors and
subcontractors are complying with the warranty provided under subsection
16.1 above and that CASS agrees to 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 CASS or any of CASS’s contractors or
subcontractors an agent or employee of County.
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Article 20. Agreement as License.
20.1 The Parties intend and mutually agree that this Agreement shall be construed as a
mere license by County to CASS to operate within the Premises and common area
as described herein. This Agreement shall not be construed as a lease, sublease,
rental agreement or easement. It is understood and mutually agreed that CASS
has no interest whatsoever in the Premises and/or common area. CASS
understands and agrees that County may move CASS to different physical space
within the Health Care for the Homeless facility at any time at the discretion of
County.
Article 21. Litter and Trash Removal.
21.1 All trash and debris on the Premises and common area that is generated by CASS
must be removed from the Health Care for the Homeless facility by CASS and
disposed of in an appropriate manner. No equipment or materials shall be stored
outside of any enclosure.
Article 22. Notices.
22.1 All notices which shall or may be given pursuant to this Agreement shall be in
writing and transmitted by registered mail, return receipt requested, addressed as
follows and shall be effective when received:
CASS: Central Arizona Shelter Services
Attn: Mark Holleran
230 S. 12th Ave.
Phoenix, AZ 85006
County: Maricopa County
Attn: Real Estate Manager
301 W. Jefferson, Suite 960
Phoenix, AZ 85003
Article 23. Headings.
23.1 Section and other headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this
Agreement.
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Article 24. Time is of the Essence.
24.1 Time is of the essence of this Agreement. If the date for performance of any
obligation hereunder or the last day of any time period provided herein shall fall
on a Saturday, Sunday or legal holiday of the State of Arizona, then said date for
performance or time period shall expire on the first day thereafter which is not a
Saturday, Sunday or a legal holiday. Unless otherwise specifically indicated to
the contrary, the word “days” as used in this Agreement shall mean and refer to
calendar days.
Article 25. Counterparts.
25.1 This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original but all of which together shall constitute one and the
same instrument. Faxed and copied signatures are acceptable as original
signatures.
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C-xx-xx-xxx-x-xx
P-50251
IN WITNESS WHEREOF, this Agreement is made and entered into as of
_____________________________, 2014.
Central Arizona Shelter Services, Inc.
(CASS): COUNTY:
___________________ MARICOPA COUNTY, a political
Sub-division of the State of Arizona
By:_________________________________ By:________________________________
Chairman of the Board
Its:_________________________________
ATTEST:
Date:_______________________________
_______
Clerk of the Board Date:
APPROVED AS TO FORM:
Deputy County Attorney
______
Date:
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EXHIBIT “A”
OFFICE SPACE
MARICOPA COUNTY PUBLIC HEALTH
Health Care for the Homeless
220 S. 12th Ave., PHOENIX, AZ 85007
Office Number
258B
258F
258G
258K
268
269
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EXHIBIT “B”
MARICOPA COUNTY HOLIDAYS
Holiday 2014 2015
Wednesday, Thursday,
New Year's Day
January 1 January 1
Martin Luther King Monday, Monday,
Jr./Civil Rights Day January 20 January 19
Monday, Monday,
Presidents' Day
February 17 February 16
Monday, Monday,
Memorial Day
May 26 May 25
Friday, Friday,
Independence Day
July 4 July 3
Monday, Monday,
Labor Day
September 1 September 7
Tuesday, Wednesday,
Veterans' Day
November 11 November 11
Thursday, Thursday,
Thanksgiving Day
November 27 November 26
Friday, Friday,
Day after Thanksgiving
November 28 November 27
Thursday, Friday,
Christmas Day
December 25 December 25
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