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CONTRACT FOR SERVICES
MARICOPA COUNTY
by and through the
DEPARTMENT OF PUBLIC HEALTH
4041 N. Central, Suite 1400, Phoenix, Arizona 85012
1.
Contract No: TBD
2. Contract Type: Fee For Service
3.
Contract Amount: $480,000
4. Purpose: Certificate Processing
(Maximum Reimbursable Amount)
5.
Start Date: January 1, 2025
6. Expiration Date: December 31, 2027
This Contract is entered into by and between LexisNexis VitalChek Network Inc., a Tennessee Corporation,
Subsidiary of LexisNexis, referred to hereinafter as the ³Contractor,´ and Maricopa County, by and through the
Department of Public Health, referred to hereinafter as the ³County.´ The Contractor and the County are
collectively referred to as the ³Parties´ and individually as a ³Party.´ 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 Contractor, 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 Contractor: Kelly Dyer
Phone: 615-603-1515
Address: 6 Cadillac Drive, Suite 400 Brentwood, TN 37027
Notice to Department: Michele Castaneda-Martinez
Phone: (602) 372-0675
Address: 3221 N. 16th Street Suite 100, Phoenix, AZ 85016
IN WITNESS WHEREOF, the Parties enter into this Contract:
CONTRACTOR:
FOR AND ON BEHALF OF MARICOPA COUNTY
BY:
BY:
Signature
Maricopa Board of Supervisors
ATTEST:
Name and Title
Date
Office of the Clerk of the Board
Date
APPROVED AS TO FORM:
Attorney for Maricopa County
Date
SECTION I
GENERAL PROVISIONS
2
1.
EFFECT
To the extent the Special Provisions are in conflict with the General Provisions, the Special
Provisions shall control. To the extent the Work Statement(s) and the Special or General
Provisions are in conflict, the Work Statement(s) 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.
Contractor means the person, firm, or organization listed on the Cover Page of
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 Contractor.
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 Contractor 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 Contractor 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 County.
4.
AMENDMENTS
All Amendments to this Contract shall be in writing and signed by the Parties.
5.
ADEQUACY OF RECORDS
If the Contractor'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 Contractor shall reimburse the County for the services not sufficiently
supported and documented.
SECTION I
GENERAL PROVISIONS
3
6.
RETENTION OF RECORDS
A.
This provision applies to all financial and programmatic records, supporting
documents, statistical records, and other records of the Contractor, which are
reasonably considered as relevant to this Contract.
B.
The Contractor shall retain all financial books, records, and other documents
relevant to this Contract for five (5) 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 Contractor shall, upon written demand therefore, reimburse the County 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 County incurs in connection with any legal action
relating to such disallowance.
B.
If, at any time, the County determines that a cost for which payment has been
made is a disallowed cost, the County shall notify the Contractor in writing of the
disallowance and the required course of action, which may be, at the option of the
County, either to adjust any future claim submitted by the Contractor by the amount
of the disallowance or to require repayment of the disallowed amount by the
Contractor.
9.
CONTRACT COMPLIANCE MONITORING
The County shall monitor the Contractor's compliance with, and performance under, the
terms and conditions of this Contract. Announced or unannounced on-site visits for
Contract compliance monitoring may be made by the County and its grantor agencies at
any time during the Contractor's normal business hours. During the visit, the Contractor
shall make available for inspection and copying by the County, all records and accounts
relating to the work performed or the services provided under this Contract, or for similar
work and service provided under other grants and contracts.
10.
AVAILABILITY OF FUNDS
A.
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 the County for disbursement. The County
shall be the sole judge and authority in determining the availability of funds under
this Contract and the County shall keep the Contractor fully informed as to the
SECTION I
GENERAL PROVISIONS
4
availability of funds.
B.
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, the County may amend, suspend,
decrease, or terminate its obligations under or in connection with this Contract. In
the event of termination, the County shall be liable for payment only for services
rendered prior to the effective date of the termination, provided such services are
performed in accordance with the provisions of this Contract. The County shall
give at least ten (10) days prior written notice of the effective date of any
suspension, amendment, or termination under this section.
11.
CONTINGENCY RELATING TO OTHER CONTRACTS AND GRANTS
A.
The Contractor shall, during the term of this Contract, immediately inform the
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 or
reimbursed under this Contract. Failure by the Contractor to notify the County of
such award shall be considered a material breach of this Contract and the County
shall have the right to terminate this Contract without liability.
B.
The 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.
C.
If the 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, the County shall prepare a Contract Amendment effecting a cost
adjustment. If the Contractor protests the proposed cost adjustment, the protest
shall be considered a dispute within the meaning of the "Disputes" clause
contained herein.
12.
NON-APPROPRIATION OF FUNDS
Notwithstanding any other provision herein, this Contract may be terminated without
liability if the Maricopa County Board of Supervisors does not appropriate sufficient monies
for the purpose of maintaining this Contract.
13.
DEFAULT
The County may suspend, modify, or terminate this Contract immediately upon written
notice to the Contractor in the event of a non-performance of stated objectives or other
material breach of contractual obligations; or upon the happening of any event that may
jeopardize the ability of the Contractor to perform any of its contractual obligations.
14.
TERMINATION FOR CONVENIENCE
A.
The County or the Contractor may terminate this Contract at any time with at least
thirty (30) days prior written notice to the other Party.
SECTION I
GENERAL PROVISIONS
5
B.
This Contract may be terminated by mutual written agreement of the Parties
specifying the termination date therein.
15.
TERMINATION FOR BREACH
The County may terminate this Contract upon twenty-four (24) hours¶ notice when the
County deems the health or welfare of any person is endangered or the Contractor¶s
noncompliance jeopardizes funding source financial participation.
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.
16.
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.
17.
STRICT COMPLIANCE
Acceptance by the County 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.
18.
NON-LIABILITY
The County and its officers and employees shall not be liable for any act or omission by
the Contractor or any subcontractor, employee, officer, agent, or representative of the
Contractor or subcontractors that occurs during the performance of this Contract, nor shall
they be liable for any purchases, debts, or agreements made by the Contractor in
anticipation of funding hereunder.
19.
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,
SECTION I
GENERAL PROVISIONS
6
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.
20.
COVENANT AGAINST CONTINGENT FEES
The Contractor 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
County may terminate this Contract without liability.
21.
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.
22.
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.
23.
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.
24.
EQUAL EMPLOYMENT OPPORTUNITY
The Contractor shall not discriminate against any employee or applicant for employment
because of race, creed, age, disability, color, religion, sex, or national origin. The
Contractor shall take affirmative action to ensure that applicants are employed and that
SECTION I
GENERAL PROVISIONS
7
employees are treated during employment without regard to their race, creed, 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 Contractor shall, to the extent such
provisions apply, comply with Titles VI and VII of the Federal Civil Rights Act; the Federal
Rehabilitation Act; the Age Discrimination in Employment Act; the Immigration Reform and
Control Act of 1986 (IRCA); and Arizona Executive Order 2009-09, which mandates that
all persons shall have equal access to employment opportunities. The Contractor shall
also comply with all applicable provisions of the Americans with Disabilities Act of 1990.
25.
RIGHT OF PARTIAL CANCELLATION
If more than one activity is funded by this Contract, the County reserves the right to
terminate this Contract or any part thereof based on the Contractor's failure to perform any
part of this Contract without impairing, invalidating, or canceling the remaining Work
Statement obligations.
26.
RIGHT TO EXTEND CONTRACT
Subject to the availability of funds and acceptable Contractor performance, the Contractor
hereby acknowledges and agrees that the County shall have the right to extend this
Contract for additional one-year periods, not to exceed a total extended term of five (5)
years, except that the cost will be subject to renegotiation. Any extension of this Contract
shall be in a writing mutually acceptable to the Department and the Contractor and signed
by both Parties.
27.
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
A. 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;
1)
are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Federal
Department or agency; voluntarily excluded from being awarded any
contract or grant by any United States Department or Agency or any state,
or local jurisdiction;
2)
have not within three (3) year period preceding this Contract;
a. been 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
b. been 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;
SECTION I
GENERAL PROVISIONS
8
c. are 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.
3)
If 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.
B. 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.
28.
VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS:
A. 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
years, whichever is longer. I-9 forms are available for download at USCIS.GOV.
B. The County retains the legal right to inspect Contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph 1.32.1
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.
SECTION II
SPECIAL PROVISIONS
9
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 efforts to resolve the dispute are unsuccessful, the
Parties shall resolve the dispute by arbitration pursuant to A.R.S. § 12-1518(A).
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.
If the use of subcontractors is approved by County, the Contractor 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 Contractor referenced herein. The
Contractor is responsible for performing under this Contract whether or not
Subcontractors are used. The Contractor shall submit a copy of each Subcontract
to the County within fifteen (15) days of its effective date.
B.
The Contractor shall include in any subcontracts a provision to the effect that the
subcontractor agrees that the County 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.
4.
INSURANCE
A. 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 AM Best, Inc. rating of B++. In lieu of State of Arizona licensing, the stipulated
SECTION II
SPECIAL PROVISIONS
10
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.
B. 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.
C. Contractor¶s insurance shall be primary insurance as respects County, and any insurance or self-
insurance maintained by County shall not contribute to it.
D. 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.
E. The insurance policies may provide coverage that contains deductibles or self-insured retentions.
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.
F. The insurance policies required by this contract, except Workers¶ Compensation, shall name
County, its agents, representatives, officers, directors, officials, and employees as Additional
Insureds.
G. The policies required hereunder, except Workers¶ Compensation, 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.
H. Commercial General Liability (CGL) 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.
I.
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.
J. 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 Commercial Umbrella Liability
insurance obtained by Contractor, its contractors and its subcontractors pursuant to this contract.
K. 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
SECTION II
SPECIAL PROVISIONS
11
contract, with a limit of not less than $1,000,000 for each claim, and $3,000,000 aggregate claims.
Such policy shall include:
Network Security (Cyber) and Privacy Liability with limits not less than:
1. Each Claim
$2,000,000
2. Annual Aggregate
$2,000,000
Such insurance shall include, but not be limited to, coverage for third-party
claims and losses with respect to network risks (such as data breaches,
unauthorized access or use, ID theft of data) and invasion of privacy
regardless of the type of media involved in the loss of private information, crisis
management and identity theft response costs. This should also include
breach notification costs, credit remediation, and credit monitoring, defense
and claims expenses, regulatory defense costs plus fines and penalties, cyber
extortion, computer program and electronic data restoration expenses
coverage (data asset protection), network business interruption, computer
fraud coverage, and funds transfer loss.
In the event that the Network Security and Privacy Liability insurance
required by this contract is written on a claims-made basis, Contractor
warrants that any retroactive date under the policy shall precede the effective
date of this contract, and either continuous coverage will be maintained, or
an extended discovery period will be exercised for a period of two years
beginning at the time work under this contract is completed.
Sexual Molestation and Physical Abuse
The limits may be included within the General Liability limit.
5.
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 Contractor 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 Department without the written consent of the Contractor¶s designated
representative. Any attempt by the Department to assign any portion of this
Contract without the written consent of the Contractor shall constitute a breach of
SECTION II
SPECIAL PROVISIONS
12
this Contract.
B.
No assignment shall alter the Department¶s responsibility to the Contractor 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 Department¶s
assignments.
7.
PROGRAM EVALUATION
The Contractor agrees to actively incorporate into its program design process
evaluation/assessment implemented by the Arizona Department of Health Services and
County to evaluate the effectiveness of Nurse Family Partnership.
8.
REPORTING REQUIREMENTS
If requested by the County, the Contractor shall submit monthly, quarterly, and annual
progress reports on or before the third (3rd) day of the month following the end of the
reporting period. In addition, a quarterly expenditure report will be submitted with the
quarterly progress report.
9.
PROGRAM MARKETING INITIATIVES
When issuing statements, press releases and other documents describing projects or
programs funded in whole or in part with State money, all grantees receiving State funds
shall clearly state (1) the percentage of the total costs of the program or project which will
be financed with State money; (2) the dollar amount of funds for the project or program,
and (3) percentage and dollar amount of the total costs of the project or program that will
be financed by nongovernmental sources.
10.
POLICY ON CONFIDENTIALITY
The Contractor and the County understand and agree that this Contract is subject to all
State and federal laws protecting client confidentiality of medical, behavioral health and
drug treatment information.
11.
COMMUNICATION
The Contractor shall assume primary responsibility for effective, efficient communication
with MCDPH staff.
12.
ISRAEL BOYCOTT
By submitting this Contract the Contractor certifies that they are in compliance with Article
9, A.R.S. Section 35-393 et seq.
13.
UNIFORM ADMINISTRATIVE REQUIREMENTS
By entering into this Contract, the Contractor agrees to comply with all applicable
provisions of Title 2, Subtitle A, Chapter II, PART 200²UNIFORM ADMINISTRATIVE
REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL
AWARDS contained in Title 2 C.F.R. § 200 et seq.
SECTION II
SPECIAL PROVISIONS
13
14.
NOTICE
Any notice given under this Agreement shall be sent to the attention of the following:
Maricopa County Public Health
Contractor
Maricopa County Public Health
Purchasing & Contracts Office
Attn: Cheryl Bucalo
4041 N Central Ave, Suite 1400
Phoenix, AZ 85012
LexisNexis ± VitalChek
Attn: Kelly Dyer
Six Cadillac Drive, Suite 400
Brentwood, TN 37027
615-603-1515
SECTION III
WORK STATEMENT
14
1.
SERVICE GOALS
A.
VitalChek shall, at its expense, install at mutually agreed upon facilities of the
Department all mutually agreed upon hardware and software required to perform
the Service.
B.
VitalChek will provide enhanced processing services to the County as an In-
House Provider to be used during the remote ordering process for certified
copies of vital records from the Maricopa County Department of Public Health.
VitalChek has two secure automated call centers processing these requests
(Brentwood, TX and El Paso, TX). Applicants can place online orders for birth
and death certificates and pay using a credit/debit card.
C.
VitalChek will make payment to the Department in an amount equal to
Department's charges for all properly authorized requests which are processed
through the Service. Such payments shall be made in a manner acceptable to
both the Department and VitalChek.
D.
All orders for VitalChek services at the Department will be data entered and
authorized by VitalChek personnel who have been screened with extensive
background checks.
E.
VitalChek will charge the consumer/applicant a convenience fee for the use of
the service, and will accept payment of such convenience fee through the use
of a valid Master Card, Discover Card, Visa, or American Express credit card, as
well as most major debit cards. Applicants can view online order status, find
agency specific order information and search the FAQ (frequently asked
questions) database.
F.
The Department will place a message on their telephone greeting that persons
interested in ordering a record over the telephone should call VitalChek at
a toll-free number (to be determined), or that records may be ordered by
facsimile, toll free, or by accessing VitalChek's internet home page at
www.vitalchek.com. Telephone orders will be answered either by a live operator
during peak hours or during non-business hours, by the IVR.
G.
At least once every business day, VitalChek will electronically transmit all orders
(including entitlement documents) that have been data entered and authorized to
the VitalChek system located at the Department.
This will enable the
Department staff to upload the transaction data, print combination search
slips/mailing labels and to fulfill the orders. The Department staff will also close
out the uploaded batch, print a closing report and payment check and notify
VitalChek of any orders that require a credit to the customer because of any
mistake or because of the inability to fulfill the order.
H.
Any search information received by VitalChek will be held in the strictest of
confidence and will not be divulged to any other person, firm or corporation
without the Department's express written consent, except in compliance with law
enforcement or federal, state, or local laws, rules or regulations. VitalChek will
consult with the Department on a regular basis, but no less than quarterly, as to
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WORK STATEMENT
15
the impact these new procedures have had in improving both the total numbers
and the turnaround time of orders processed. Where VitalChek deems
appropriate, VitalChek will make procedural, hardware and/or software changes
to further enhance the efficiency of order processing. Accordingly, VitalChek
offers the following processing options, implementation timeframe and pricing as
set forth in Section 30.
2. PROCESSING OPTIONS AND CONFIGURATION
VitalChek utilizes a three-phase process to perform remote ordering as follows:
A. INTERNET: www.vitalchek.com
24 I 7 ordering capability using secure 128-bit SSL encrypted
transmissions; orders are keyed by customers and seamlessly downloaded
daily as scheduled.
B. FACSIMILE: FAX-ON-DEMAND
24 I 7 ordering capability for customers who wish to make use of the
Interactive Voice Response system that faxes the order form to a customer
who then completes the form and faxes it to a VitalChek representative (or
agency representative) who then keys the order into a VitalChek
workstation for processing during normal business hours and after
receiving entitlement documentation with order form.
C. TELEPHONE: In-House Provider w/ toll free IVR
24 I 7 VitalChek In-House Provider; customers call a toll free order
number, speak with a "live" operator during normal business hours or leave
order info on the Department's IVR (during non-business hours) to be
transcribed by us and downloaded to you "ready for processing". VitalChek
matches entitlement documents and FedEx a hard copy of entitlement data
to the Department on a daily basis, until such time that VitalChek has
completed the development of a more automated method of delivery.
The County acknowledges and agrees that from time to time access to some of
the services may be unavailable or inoperable for various reasons, including but
not limited to periodic maintenance procedures or repairs which VitalChek may
undertake from time to time, equipment malfunctions, or other causes beyond the
control of VitalChek or which are not reasonably foreseeable by VitalChek,
including but not limited to interruption or failure of telecommunication or
digital transmission links, network congestion, or other failures.
3.
ORDER CLOSEOUT
The order closeout process will be configured to run automatically at the close of each
business day. During the close process, the following will occur:
A.
ACH Payment - VitalChek will generate an ACH payment to the Department for the
amount of the certificate fees.
B.
Email Notification - An ACH notification email will be generated. Up to 10 Department
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WORK STATEMENT
16
recipients can be included in the distribution.
C.
Reconciliation Reports - the daily reconciliation reports, which provide a breakdown
of the orders and the amount due to the Department for certificate fees.
.
SECTION IV
COMPENSATION
17
1.
COMPENSATION
VitalChek will provide these services to the Department free of charge. Consumer pricing
is subject to change in future years based on transaction volume, data costs and other
market factors, however for the term of this contract the VitalChek fee (as stated below) will
remain unchanged. At the time of execution of this Contract, Consumers will pay the
following fees per order:
Agency Certificate and Official Record fees (if applicable)
VitalChek fee - $35.50 ($15.50 per order and $20 per certificate issued)
UPS Rate - $18.50* (When Requested)
*Above rate is for priority next business morning delivery within the continental
United States. Saturday and International delivery rates vary and all UPS
charges are subject to change. For security purposes, VitalChek shall require
couriers to obtain signatures at time of delivery. The VitalChek fee includes
Internet, toll-free phone and fax ordering.
MARICOPA COUNTY
___________________________________
__________________________
CHAIRMAN, BOARD OF SUPERVISORS
DATE
ATTESTED:
___________________________________
__________________________
CLERK OF THE BOARD
DATE
APPROVED AS TO FORM:
___________________________________
__________________________
DEPUTY COUNTY ATTORNEY
DATE