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CONTRACT PILOT PROGRAM FOR COURT ORDERED
EVALUATION & TREATMENT SERVICES 230044-SS
This contract (“Contract”) is entered into as of the 28th day of September, 2022 by and between Maricopa
County (“County”), a political subdivision of the State of Arizona, and Mercy Care, an Arizona nonprofit
corporation (“Contractor”).
1.0
INTENT
The intent of this Contract is to secure the services of the Contractor to arrange for behavioral
health evaluation and treatment services through its contracted network provider(s), including all
staff and all other operational requirements, to successfully deliver the Contract requirements for
the Maricopa County. A.R.S. § 36-3410(C) prohibits a regional behavioral health authority and its
subsidiaries from providing behavioral health services directly to individuals.
2.0
CONTRACT TERM
The initial term of this Contract is one year, from October 1, 2022, to September 30, 2023.
3.0
OPTION TO RENEW
The County may, at its option and with the concurrence of the Contractor, renew the term of this
Contract up to a maximum of 1 additional year. The County also may, at its option and with the
concurrence of the Contractor, extend the contract on a month-to-month basis for a maximum of
six months after expiration. The Contractor shall be notified in writing by the Office of Procurement
Services of the County’s intention to renew the Contract term at least 60 calendar days prior to the
expiration of the original Contract term. Contract renewals shall be subject to any required
approvals by the Arizona Health Care Cost Containment System (“AHCCCS”) or other government
sponsor of Contractor.
4.0
CONTRACT COMPLETION
In preparation for contract completion, the Contractor shall make all reasonable efforts for an
orderly transition of its duties and responsibilities to another contractor and/or to the County. This
may include, but is not limited to, preparation of a transition plan and cooperation with the County
or other contractors or providers in the transition. The transition includes the transfer of all records
and other data in the possession, custody, or control of the Contractor that are required to be
provided to the County either by the terms of this Contract or as a matter of law. The provisions of
this clause shall survive the expiration or termination of this Contract. The transition of records and
other data shall not include proprietary and confidential information of Contractor including but not
limited to Contractor subcontractor agreements, provider agreements, policies or procedures.
5.0
PRICE ADJUSTMENTS
Any requests for reasonable price adjustments must be submitted 60 calendar days prior to the
proposed effective date for the adjustments. Requests for adjustment in cost of labor and/or
materials must be supported by appropriate documentation. The reasonableness of the request
will be determined by comparing the request with the medical care services component of the
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Consumer Price Index or by performing a market survey. If County agrees to the adjusted price
terms, County shall issue written approval of the change and provide an updated version of the
Contract. The new change shall not be in effect until the date stipulated on the updated version of
the Contract.
6.0
PAYMENTS
6.1
As consideration for performance of the duties described herein, County shall pay
Contractor the sum(s) stated in Exhibit A – Pricing Sheet.
6.2
Payment shall be made upon the County’s receipt of a properly completed invoice.
6.3
INVOICES
6.3.1
The Contractor shall submit one legible copy of their detailed invoice before
payment(s) will be made. Incomplete invoices will not be processed. At a minimum,
the invoice must provide the following information:
•
Company name, address, and contact information
•
County bill-to name and contact information
•
Contract serial number
•
County purchase order number
•
Project name and/or number
•
Invoice number and date
•
Payment terms
•
Date of service or delivery
•
Quantity
•
Contract item number(s)
•
Arrival and completion time
•
Description of purchase (product or services)
•
Pricing per unit of purchase
•
Extended price
•
Freight (if applicable)
•
Mileage with rate (if applicable)
•
Total amount due
6.3.2
Problems regarding billing or invoicing shall be directed to the department as listed
on the purchase order.
6.3.3
Payment shall only be made to the Contractor by Accounts Payable through the
Maricopa County Vendor Express Payment Program. This is an electronic funds
transfer (EFT) process. After contract award, the Contractor shall complete the
Vendor Registration Form accessible from the County Department of Finance
Vendor
Registration
Web
Site,
https://www.maricopa.gov/5169/Vendor-
Information.
6.3.4
Discounts offered in the Contract shall be calculated based on the date a properly
completed invoice is received by the County.
6.3.5
EFT payments to the routing and account numbers designated by the Contractor
shall include the details on the specific invoices that the payment covers. The
Contractor is required to discuss remittance delivery capabilities with their
designated financial institution for access to those details.
6.4
APPLICABLE TAXES
6.4.1
It is the responsibility of the Contractor to determine any and all applicable taxes
and include those taxes in their proposal. The legal liability to remit the tax is on
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the entity conducting business in Arizona. Tax is not a determining factor in
contract award.
6.4.2
The County will look at the price or offer submitted and will not deduct, add, or alter
pricing based on speculation or application of any taxes, nor will the County
provide Contractor any advice or guidance regarding taxes. If you have questions
regarding your tax liability, seek advice from a tax professional prior to submitting
your bid. You may also find information at https://www.azdor.gov/Business.aspx.
Once your bid is submitted, the offer is valid for the time specified in this solicitation,
regardless of mistake or omission of tax liability. If the County finds overpayment
of a project due to tax consideration that was not due, the Contractor will be liable
to the County for that amount, and by contracting with the County agrees to remit
any overpayments back to the County for miscalculations on taxes included in a
bid price.
6.4.3
Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State,
and local taxes applicable to their operation and any persons employed by the
Contractor. Contractor shall, and require all subcontractors to, hold Maricopa
County harmless from any responsibility for taxes, damages, and interest, if
applicable, contributions required under Federal and/or State and local laws and
regulations, and any other costs including: transaction privilege taxes,
unemployment
compensation
insurance,
Social
Security,
and
workers’
compensation. Contractor may be required to establish, to the satisfaction of
County, that any and all fees and taxes due to the appropriate municipality or to
the State of Arizona for any license or transaction privilege taxes, use taxes, or
similar excise taxes are currently paid (except for matters under legal protest).
7.0
AVAILABILITY OF FUNDS
7.1
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 County for disbursement. The County shall be the sole judge and
authority in determining the availability of funds under this Contract. County shall keep the
Contractor fully informed as to the availability of funds.
7.2
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, County may amend, suspend, decrease, or terminate its
obligations under, or in connection with, this Contract. In the event of termination, County
shall be liable for payment only for services rendered prior to the effective date of the
termination, provided that such services are performed in accordance with the provisions
of this Contract. County shall give written notice of the effective date of any suspension,
amendment, or termination under this section, at least 30 business days in advance.
8.0
DUTIES
8.1
The Contractor shall perform all duties stated in Exhibit B – Scope of Work, or as otherwise
directed in writing by the procurement officer.
9.0
TERMS AND CONDITIONS
9.1
INDEMNIFICATION
9.1.1
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, 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
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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 by Contractor.
9.1.2
Contractor's duty to defend, indemnify, and hold harmless the County, its agents,
representatives, 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 therefrom, 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 or any of its
owners, officers, directors, agents, employees or subcontractors. .
9.1.3
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 section.
9.1.4
The scope of this indemnification does not extend to the sole negligence of County.
9.2
INSURANCE
9.2.1
Contractor, at Contractor’s own expense, shall purchase and maintain, at a
minimum, the herein stipulated insurance from a company or companies duly
licensed by the State of Arizona and possessing an AM Best, Inc. category rating
of B++. In lieu of State of Arizona licensing, the stipulated 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.
9.2.2
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.
9.2.3
In the event that the insurance required 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.
9.2.4
Contractor’s insurance shall be primary insurance as respects County, and any
insurance or self-insurance maintained by County shall not contribute to it.
9.2.5
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.
9.2.6
The insurance policies may provide coverage that contains deductibles or self-
insured retentions. Such deductible and/or self-insured retentions shall not be
applicable with respect to the coverage provided to County under such policies.
Contractor shall be solely responsible for the deductible and/or self-insured
retention.
9.2.7
The Commercial General Liability policy, shall include County, its agents,
representatives, officers, directors, officials, and employees as additional insureds.
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9.2.8
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.
9.2.9
If available, the insurance policies required by this Contract may be combined with
Commercial Umbrella Insurance policies to meet the minimum limit requirements.
If a Commercial Umbrella insurance policy is utilized to meet insurance
requirements, the Certificate of Insurance shall indicate which lines the
Commercial Umbrella Insurance covers.
9.2.9.1 Commercial General Liability
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.
9.2.9.2 Workers’ Compensation
9.2.9.2.1 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.
9.2.9.2.2 Contractor, its subcontractors, and sub-subcontractors waive all
rights against this 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 subcontractors, and its sub-
subcontractors pursuant to this Contract.
9.2.9.3 Cyber, Network Security, and Privacy Liability
Cyber, Network Security and Privacy Liability Insurance with a limit of not
less than $5,000,000 per claim. The policy shall include, but not be limited
to; coverage for all directors, officers, and employees of the Contractor,
losses with respect to network risks (such as data breaches, unauthorized
access or use, and ID theft of data), invasion of privacy (regardless of the
type of media involved in the loss of private information), crisis
management, identity theft response costs, breach notification costs, and
credit monitoring, defense, and claims expenses, regulatory defense costs
plus fines and penalties, cyber extortion, electronic data restoration
expenses (data asset protection), network business interruption, computer
fraud coverage, funds transfer loss, theft, no requirement for arrest and
conviction, and loss outside the premises of the named insured.
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9.2.9.4 Certificates of Insurance:
9.2.9.4.1 Prior to contract award, Contractor shall furnish the County with
valid and complete Certificates of Insurance, or formal
endorsements as required by the contract in the form provided
by the County, issued by Contractor’s insurer(s), as evidence
that policies providing the required coverage, conditions and
limits required by this contract are in full force and effect. Such
certificates shall identify this contract number and title.
9.2.9.4.2 In the event any insurance policy(ies) required by this Contract
is (are) written on a claims-made basis, coverage shall extend
for two years past completion and acceptance of Contractor’s
work or services and as evidenced by annual certificates of
insurance.
9.2.9.4.3 If a policy does expire during the life of the Contract, a renewal
certificate must be sent to County within 10 calendar days of the
expiration date.
9.2.10 Cancellation and Expiration Notice:
Applicable to all insurance policies required within the insurance requirements of
this contract, Contractor’s insurance shall not be permitted to expire, be
suspended, or be canceled for any reason without 30 days prior written notice to
County. Contractor must provide to County, within two business days of receipt, a
copy of any notice of a policy that has been or will be suspended, or canceled for
any reason, has expired, or will be expiring. Such notice shall be sent directly to
Maricopa County Office of Procurement Services and shall be mailed, or hand
delivered to 301 W. Jefferson Street, Suite 700, Phoenix, AZ 85003, or emailed to
the procurement officer noted in the solicitation.
9.3
FORCE MAJEURE
9.3.1
Neither party shall be liable for failure of performance, nor incur any liability to the
other party on account of any loss or damage resulting from any delay or failure to
perform all or any part of this contract, if such delay or failure is caused by events,
occurrences, or causes beyond the reasonable control and without negligence of
the parties. Such events, occurrences, or causes will include acts of God/nature
(including fire, flood, earthquake, storm, hurricane, or other natural disaster),
pandemics, war, invasion, act of foreign enemies, hostilities (whether war is
declared or not), civil war, riots, rebellion, revolution, insurrection, military or
usurped power or confiscation, terrorist activities, nationalization, government
sanction, lockout, blockage, embargo, labor dispute, strike, and interruption or
failure of electricity or telecommunication service.
9.3.2
Each party, as applicable, shall give the other party prompt and contemporaneous
notice of its inability to perform and particulars in reasonable detail of the cause of
the inability, including causal connection between the failure to perform and the
force majeure event. Each party must use best efforts to remedy the situation and
remove, as soon as practicable, the cause of its inability to perform or comply.
9.3.3
The party asserting Force Majeure as a cause for non-performance shall have the
burden of proving that reasonable steps were taken to minimize delay or damages
caused by foreseeable events, that all non-excused obligations were substantially
fulfilled, and that the other party was timely notified of the likelihood or actual
occurrence which would justify such an assertion, so that other prudent
precautions could be contemplated.
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9.4
NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION
This contract does not guarantee any minimum or maximum purchases will be made.
Orders will only be placed under this contract when the County identifies a need and proper
authorization and documentation have been approved.
9.5
RESERVED.
9.6
BACKGROUND CHECK
Contractor may be required to pass multiple background checks (e.g. Sheriff’s Office,
County Attorney's Office, Courts, as well as Maricopa County general government) to
determine if the Contractor is acceptable to do business with the County. This applies to,
but is not limited to, the Contractor, subcontractors, and employees, and the failure to pass
these checks shall deem the respondent non-responsible.
9.7
SUSPENSION OF WORK
The procurement officer may order the Contractor, in writing, to suspend, delay, or interrupt
all or any part of the work of this Contract for the period of time that the procurement officer
determines appropriate for the convenience of the County. No adjustment shall be made
under this clause for any suspension, delay, or interruption to the extent that performance
would have been so suspended, delayed, or interrupted by any other cause, including the
fault or negligence of the Contractor. No request for adjustment under this clause shall be
granted unless the claim, in an amount stated, is asserted in writing as soon as practicable
after the termination of the suspension, delay, or interruption, but not later than the date of
final payment under the contract. Notwithstanding the forgoing, an adjustment shall be
made if the suspension is for an unreasonable period time that is caused by an act of the
procurement officer or for failure to act by the procurement officer.
9.8
STOP WORK ORDER
9.8.1
The procurement officer may, at any time, by written order to the Contractor,
require the Contractor to stop all, or any part, of the work called for by this Contract
for a period of 90 calendar days after the order is delivered to the Contractor, and
for any further period to which the parties may agree. The order shall be specifically
identified as a stop work order issued under this clause. Upon receipt of the order,
the Contractor shall immediately comply with its terms and take all reasonable
steps to minimize the incurrence of costs allocable to the work covered by the order
during the period of work stoppage. Within a period of 90 calendar days after a
stop work order is delivered to the Contractor, or within any extension of that period
to which the parties shall have agreed, the procurement officer shall either:
9.8.2.1
cancel the stop work order; or
9.8.2.2
terminate the work covered by the order as provided in the Termination
for Default or the Termination for Convenience clause of this Contract.
9.8.2.3
The procurement officer shall make an equitable adjustment in the
delivery schedule and/or Contract price, and the Contract shall be
modified, in writing, accordingly, if the Contractor demonstrates that the
stop work order resulted in an increase in costs to the Contractor
9.9
TERMINATION FOR CONVENIENCE
Maricopa County may terminate the Contract for convenience by providing 30 calendar
days advance written notice to the Contractor.
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9.10
TERMINATION FOR DEFAULT
9.10.1 The County may, by written Notice of Default to the Contractor, terminate this
Contract in whole or in part if the Contractor fails to:
9.10.1.1
deliver the supplies or to perform the services within the time specified
in this Contract or any extension;
9.10.1.2
make progress, so as to endanger performance of this Contract; or
9.10.1.3
perform any of the other provisions of this Contract.
9.10.2 The County’s right to terminate this Contract under these subparagraphs may be
exercised if the Contractor does not cure such failure within 10 business days (or
more if authorized in writing by the County) after receipt of a Notice to Cure from
the procurement officer specifying the failure.
9.11
PERFORMANCE
It shall be the Contractor’s responsibility to meet the proposed performance requirements.
Maricopa County reserves the right to obtain services on the open market in the event the
Contractor fails to perform.
9.12
CONTRACTOR EMPLOYEE MANAGEMENT
9.12.1 Contractor shall endeavor to maintain the personnel proposed in Exhibit B – Scope
of Work throughout the performance of this Contract.
9.12.2 If Contractor’s personnel or providers for services under this Contract changes,
Contractor shall provide County a list of proposed replacements with equivalent or
greater experience.
9.12.3 Under no circumstances shall the implementation schedule to be impacted by a
personnel change on the part of the Contractor.
9.12.4 Contractor shall not reassign any key personnel identified in Exhibit B – Scope of
Work without the express consent of the County.
9.12.5 County reserves the right to immediately remove from its premises any Contractor
personnel it determines to be a risk to County operations.
9.13
WARRANTY OF SERVICES
9.13.1 The Contractor warrants that all services provided hereunder will conform to the
requirements of the Contract, including all descriptions, specifications, and
attachments made a part of this Contract. County’s acceptance of services or
goods provided by the Contractor shall not relieve the Contractor from its
obligations under this warranty.
9.13.2 In addition to its other remedies, County may, at the Contractor's expense, require
prompt correction of any services failing to meet the Contractor's warranty herein.
Services corrected by the Contractor shall be subject to all the provisions of this
contract in the manner and to the same extent as services originally furnished
hereunder.
9.14
INSPECTION OF SERVICES
9.14.1 The Contractor shall provide and maintain an inspection system acceptable to
County covering the services under this Contract. Complete records of all
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inspection work performed by the Contractor shall be maintained and made
available to County during contract performance and for six years from termination
of this Contract.
9.14.2 County has the right to inspect and test all services called for by the Contract, to
the extent practicable, at all times and places during the term of the Contract.
County shall perform inspections and tests in a manner that will not unduly delay
the work.
9.14.3 If any of the services do not conform to Contract requirements, County may require
the Contractor to perform the services again in conformity with Contract
requirements, at no cost to the County. When the defects in services cannot be
corrected by re-performance, County may require the Contractor to take necessary
action to ensure that future performance conforms to Contract requirements.
9.14.4 If the Contractor fails to promptly perform the services again or to take the
necessary action to ensure future performance in conformity with contract
requirements, County may:
9.14.4.1 by contract or otherwise, perform the services and charge to the
Contractor against any sums due the Contractor, through direct billing
or through payment reduction, any cost incurred by County that is
directly related to the performance of such service; or
9.14.4.2 terminate the Contract for default.
9.15
STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST
Notice is given that, pursuant to A.R.S. § 38-511, the County may cancel any contract
without penalty or further obligation within three years after execution of the contract, if any
person significantly involved in initiating, negotiating, securing, drafting, or creating the
contract on behalf of the County is at any time, while the contract or any extension of the
contract is in effect, an employee or agent of any other party to the contract in any capacity
or consultant to any other party of the contract with respect to the subject matter of the
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 the contract on behalf of the County from any other party to
the contract arising as the result of the contract.
9.16
OFFSET FOR DAMAGES
In addition to all other remedies at Law or Equity, the County may offset from any money
due to the Contractor any amounts Contractor owes to the County for damages resulting
from breach or deficiencies in performance of the Contract.
9.17
SUBCONTRACTING
9.17.1 Except as provided in Exhibit B – Scope of Work, the Contractor may not assign
to another contractor or subcontract to another party for performance of the terms
and conditions hereof without the written consent of the County. All
correspondence authorizing subcontracting must reference the bid serial number
and identify the job or project.
9.17.2 Except as provided in Exhibit B – Scope of Work, the subcontractor’s rate for the
job shall not exceed that of the prime Contractor’s rate, as bid in the pricing section,
unless the prime Contractor is willing to absorb any higher rates. The
subcontractor’s invoice shall be invoiced directly to the prime Contractor, who in
turn shall pass-through the costs to the County, without mark-up. A copy of the
subcontractor’s invoice must accompany the prime Contractor’s invoice.
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9.18
AMENDMENTS
All amendments to this contract shall be in writing and approved/signed by both parties.
Maricopa County Office of Procurement Services shall be responsible for approving all
amendments for Maricopa County.
9.19
ADDITIONS/DELETIONS OF REQUIREMENTS
The County reserves the right to add and/or delete materials and services to a contract
effective no less than 30 business days from receipt of written notice. If a service
requirement is deleted, payment to the Contractor will be reduced proportionately, to the
amount of service reduced in accordance with the bid price. If additional materials or
services are required from a contract, prices for such additions will be negotiated between
the Contractor and the County.
9.20
RIGHTS IN DATA
9.20.1 The County shall have the use of data and reports resulting from a contract without
additional cost or other restriction except as may be established by law or
applicable regulation. Except as restricted by law or applicable regulation, each
party shall supply to the other party, upon request, any available information that
is relevant to a contract and to the performance thereunder.
9.20.2 Data, records, reports, and all other information generated for the County by a third
party as the result of a contract are the property of the County and shall be provided
in a format designated by the County. At the termination of the Contract, the
Contractor shall make available all such data to County within 30 days following
termination of the Contract or longer if required by Contractor and approved by
County.
9.21
ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW
9.21.1 In accordance with Section MC1-372 of the Maricopa County Procurement Code,
the Contractor agrees to retain (physical or digital copies of) all books, records,
accounts, statements, reports, files, and other records and back-up documentation
relevant to this Contract for six years after final payment or until after the resolution
of any audit questions, which could be more than six years, whichever is longest.
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 said materials.
9.21.2 If the Contractor’s books, records, accounts, statements, reports, files, and other
records and back-up documentation relevant to this Contract are not sufficient to
support and document that requested services were provided, the Contractor shall
reimburse Maricopa County for the services not so adequately supported and
documented.
9.22
AUDIT DISALLOWANCES
If at any time it is determined by the County that a cost for which payment has been made
is a disallowed cost, the County shall notify the Contractor in writing of the disallowance.
The course of action to address the disallowance shall be at sole discretion of the County,
and may include either an adjustment to future invoices, request for credit, request for a
check, or a deduction from current invoices submitted by the Contractor equal to the
amount of the disallowance, or to require reimbursement forthwith of the disallowed amount
by the Contractor by issuing a check payable to Maricopa County.
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9.23
STRICT COMPLIANCE
Acceptance by County of a performance that is not in strict compliance with the terms of
the Contract shall not be deemed to be a waiver of strict compliance with respect to all
other terms of the Contract.
9.24
VALIDITY
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect
the validity of any other provision of the Contract.
9.25
SEVERABILITY
The removal, in whole or in part, of any provision of this Contract shall not void or affect
the validity of any other provision of this Contract.
9.26
RELATIONSHIPS
9.26.1 In the performance of the services described herein, the Contractor shall act solely
as an independent Contractor, and nothing herein or implied herein shall at any
time be construed as to create the relationship of employer and employee, co-
employee, partnership, principal and agent, or joint venture between the County
and the Contractor.
9.26.2 Upon request by the County, the Contractor will be required to remove any
employees working on County projects and substitute personnel based on the
discretion of the County within two business days, unless previously approved by
the County.
9.27
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 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. (Arizona Executive Order 2009-09
can
be
downloaded
from
the
Arizona
Memory
Project
at
http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1.)
9.28
WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01
If vendor engages in for-profit activity and has 10 or more employees, and if this agreement
has a value of $100,000 or more, vendor certifies it is not currently engaged in, and agrees
for the duration of this agreement to not engage in, a boycott of goods or services from
Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a
regulation issued pursuant to 50 U.S.C. § 4842.
9.29
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
9.29.1 The undersigned (authorized official signing on behalf of the Contractor) certifies
to the best of his or her knowledge and belief that the Contractor, its current
officers, and directors:
9.29.1.1 are not presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from being awarded any
contract or grant by any United States department or agency or any
state, or local jurisdiction;
SERIAL 230044-SS
9.29.1.2 have not within a three-year period preceding this contract:
9.29.1.2.1 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; or
9.29.1.2.2 been convicted of violation of any Federal or State antitrust
statutes 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;
9.29.1.3 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;
9.29.1.4 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
9.29.1.5 have not within a three-year period preceding this contract had any
public transaction (Federal, State or local) terminated for cause or
default.
9.29.2 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.
9.29.3 The Contractor shall include, without modification, the certifications in paragraph
9.29.1 in all lower tier covered transactions (i.e. transactions with subcontractors
or sub-subcontractors) and in all solicitations for lower tier covered transactions
related to this Contract. If this clause is applicable to a subcontractor or sub-
subcontractor listed on Exhibit B – Scope of Work, the Contractor shall provide the
information required by this Section 9.29.
9.30
VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS
9.30.1 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 www.uscis.gov.
9.30.2 The County retains the legal right to inspect documents of Contractor and
subcontractor employees performing work under this Contract to verify compliance
with paragraph 9.30.1 of this section. Contractor and subcontractor shall be given
reasonable notice of the County’s intent to inspect and shall make the documents
SERIAL 230044-SS
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
reasonable costs necessary to verify compliance are the responsibility of the
Contractor.
9.31
CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO
INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS
9.31.1 The parties agree that this Contract and employees working on this Contract will
be subject to the Contractor employee whistleblower protections established by 41
U.S.C. § 4712 and Section 3.908 of the Federal Acquisition Regulation.
9.31.2 Contractor shall inform its employees in writing, in the predominant language of
the workforce, of employee whistleblower rights and protections under 41 U.S.C.
§ 4712, as described in Section 3.908 of the Federal Acquisition Regulation.
Documentation of such employee notification must be kept on file by Contractor
and copies provided to County upon request.
9.31.3 Contractor shall insert the substance of this clause, including this paragraph, in all
subcontracts over the simplified acquisition threshold ($250,000 as of fiscal year
2018).
9.32
CONTRACTOR LICENSE REQUIREMENT
9.32.1 The Contractor shall procure all permits, insurance, and licenses, and pay the
charges and fees necessary and incidental to the lawful conduct of its business,
and as necessary complete any requirements, by any and all governmental or non-
governmental entities as mandated to maintain compliance with and remain in
good standing. The Contractor shall keep fully informed of existing and future trade
or industry requirements, and Federal, State, and local laws, ordinances, and
regulations which in any manner affect the fulfillment of a contract and shall comply
with the same. Contractor shall immediately notify both Office of Procurement
Services and the County of any and all changes concerning permits, insurance, or
licenses.
9.32.2 This Contract requires Contractor to arrange for providing any health care-related
services as part of a County program funded by the American Rescue Plan Act of
2021, P.L. 117-2. The Contract does not transfer risk to Contractor, nor require
Contractor to assume any risk of coverage of a specific population, or to indemnify
the County from any of its health care-related obligations, if any. Payment on the
Contract is for services provided, to be paid retroactively, and payments are not a
premium or advance payment on services to be provided in the future. The
Contract is not intended to, and does not, establish prepaid or arranged health
care subject to A.R.S. § 20-1051 et seq. There is no defined class of beneficiaries
under this Contract, as the County does not know in advance how many persons
may require court-ordered treatment, but instead is arranging for additional
providers through Contractor to provide those services as needed. Finally, the
services to be provided through Contractor also include non-health care-related
services.
9.33
UNIFORM ADMINISTRATIVE REQUIREMENTS
By entering into this Contract, the Contractor agrees to comply with all applicable
provisions of Title 2, Subtitle II, Part 200 – UNIFORM ADMINISTRATIVE
REQUIREMENTS, COST, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS
SERIAL 230044-SS
contained in Title 2 C.F.R. & 200 et seq. This includes, but is not limited to the requirements
of Section 9.21 and Section 9.29.
9.34
INFLUENCE
9.34.1 As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort
to influence an employee or agent to breach the Maricopa County Ethical Code of
Conduct or any standards of ethical conduct may be grounds for disbarment or
suspension under MC1-902.
9.34.2 An attempt to influence includes, but is not limited to:
9.36.2.1
A person offering or providing a gratuity, gift, tip, present, donation,
money, entertainment or educational passes or tickets, or any type of
valuable contribution or subsidy that is offered or given with the intent
to influence a decision, obtain a contract, garner favorable treatment,
or gain favorable consideration of any kind.
9.36.2.2
If a person attempts to influence any employee or agent of Maricopa
County, the chief procurement officer, or his designee, reserves the
right to seek any remedy provided by the Maricopa County
Procurement Code, any remedy in equity or in the law, or any remedy
provided by this Contract.
10.1
CONFIDENTIAL INFORMATION
10.1.1 Any information obtained in the course of performing this Contract may include
information that is proprietary or confidential to the County or to any person
impacted by the Contract. This provision establishes the Contractor’s obligation
regarding such information.
10.1.2 The Contractor shall establish and maintain procedures and controls that are
adequate to assure that no information contained in its records and/or obtained
from the County or from others in carrying out its functions (services) under the
Contract shall be used by or disclosed by it, its agents, officers, or employees,
except as required to efficiently perform duties under the Contract. The
Contractor’s procedures and controls, at a minimum, must be the same procedures
and controls it uses to protect its own proprietary or confidential information. If, at
any time during the duration of the Contract, the County determines that the
procedures and controls in place are not adequate, the Contractor shall institute
any new and/or additional measures reasonably requested by the County within
15 business days of the written request to do so.
10.1.3 Any requests to the Contractor for County proprietary or confidential information
shall be referred to the County for review and approval, prior to any dissemination.
10.1.4 Information regarding individuals who receive services from Contractor’s
Contracted Providers (as defined in Exhibit B) may be subject to federal and state
laws governing protected health information, and County acknowledges that any
release of information by Contractor and any Contracted Provider must comply
with such requirements, including but not limited to, the Health Insurance
Portability and Accountability Act of 1996 and regulations promulgated thereunder.
Notwithstanding the foregoing, County will not require protected health information
for purposes of this Contract.
10.2
PUBLIC RECORDS
Under Arizona law, all offers submitted and opened are public records and must be
retained by the County at the Maricopa County Office of Procurement Services. Offers shall
SERIAL 230044-SS
be open to public inspection and copying after contract award and execution, except for
such offers or sections thereof determined to contain proprietary or confidential information
by the Office of Procurement Services. If an offeror believes that information in its offer or
any resulting contract should not be released in response to a public record request, under
Arizona law, the offeror shall indicate the specific information deemed confidential or
proprietary and submit a statement with its offer detailing the reasons that the information
should not be disclosed. Such reasons shall include the specific harm or prejudice which
may arise from disclosure. The records manager of the Office of Procurement Services
shall determine whether the identified information is confidential pursuant to the Maricopa
County Procurement Code. In the event the Office of Procurement Services determines
that information is not confidential, the Office of Procurement Services shall provide
advance notice to Contractor to afford Contractor the right to take appropriate legal action
to protect the information.
10.3
INTEGRATION
This Contract represents the entire and integrated agreement between the parties and
supersedes
all
prior
negotiations,
proposals,
communications,
understandings,
representations, or agreements, whether oral or written, expressed, or implied.
10.4
GOVERNING LAW
This Contract shall be governed by the laws of the State of Arizona. Venue for any actions
or lawsuits involving this contract will be in Maricopa County Superior Court, Phoenix,
Arizona.
10.5
FORCED LABOR
10.5.1 Contractor agrees to comply with all applicable portions of Arizona Revised
Statutes
Section
35-394. Contracting;
procurement;
prohibition;
written
certification; remedy; termination; exception; definitions.
10.5.2 Contractor certifies that it does not currently, and agrees for the duration of the
contract, that it will not use:
10.5.2.1 The forced labor of ethnic Uyghurs in the People’s Republic of China.
10.5.2.2 Any goods or services produced by the forced labor of ethnic Uyghurs
in the People’s Republic of China.
10.5.2.3 Any contractors, subcontractors or suppliers that use the forced labor or
any good or services produced by the forced labor of ethnic Uyghurs in
the People’s Republic of China.
10.5.3 If Contractor becomes aware during the term of the agreement that Contractor is
not in compliance with this paragraph, the Contractor shall notify the County within
five business days after becoming aware of the noncompliance. If the Contractor
fails to provide a written certification to the County that the Contractor has
remedied the noncompliance within 180 days after notifying the County of its
noncompliance, then the agreement terminates, except that if the agreement
termination date occurs before the end of the 180 day period, the agreement
terminates on the agreement termination date.
10.6
RESERVED.
SERIAL 230044-SS
10.7
ORDER OF PRECEDENCE
In the event of a conflict in the provisions of this Contract and Contractor’s license
agreement, if applicable, the terms of this Contract shall prevail.
10.8
INCORPORATION OF DOCUMENTS
10.8.1 The following are to be attached to and made part of this Contract:
10.8.1.1 Exhibit A – Vendor Information
10.8.1.2 Exhibit A-1 – Budget Summary
10.8.1.3 Exhibit B – Scope of Work
10.9
NOTICES
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
301 W. Jefferson St. Suite 700
Phoenix, Arizona 85003-1647
For Contractor:
SERIAL 230044-SS
IN WITNESS WHEREOF, this contract is executed on the date set forth above.
CONTRACTOR
AUTHORIZED SIGNATURE
PRINTED NAME AND TITLE
ADDRESS
DATE
MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS
DATE
ATTESTED:
CLERK OF THE BOARD
DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY
DATE
Tad Gary (Sep 22, 2022 14:58 PDT)
Tad Gary
Tad Gary, Deputy Chief Executive Officer
4500 E Cotton Center Blvd, Phoenix, 85040
Sep 22, 2022
SERIAL 230044-SS
EXHIBIT A-VENDOR INFORMATION
SERIAL 230044-SS
NIGP CODE:
RESPONDENT'S NAME:
Mercy Care
COUNTY VENDOR NUMBER:
V0000007777
ADDRESS:
4500 E Cotton Center Blvd., Phoenix, AZ 85040
P.O. ADDRESS:
TELEPHONE NUMBER:
602-263-3000
FACSIMILE NUMBER:
WEB SITE:
www.mercycareaz.org
CONTACT (REPRESENTATIVE):
Robyn Wilson
REPRESENTATIVE'S E-MAIL ADDRESS:
602-659-1424
YES
NO
REBATE
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS
CONTRACT:
[ ]
[ x ]
WILL ACCEPT PROCUREMENT CARD FOR PAYMENT:
[ ]
[ x ]
RESPONDENT IS REQUIRED TO PICK ONE OF THE FOLLOWING PAYMENT TERMS.
FAILURE TO INDICATE PAYMENT TERMS WILL RESULT IN A DEFAULT TO NET 30 DAYS.
RESPONDENT MUST INITIAL THEIR SELECTION BELOW.
[ ] NET 10 DAYS
[ ] NET 45 DAYS
[ ] 1% 10 DAYS NET 30 DAYS
[ ] NET 15 DAYS
[ ] NET 60 DAYS
[ ] 2% 30 DAYS NET 31 DAYS
[ ] NET 20 DAYS
[ ] NET 90 DAYS
[ ] 1% 30 DAYS NET 31 DAYS
[ ] NET 30 DAYS
[ ] 2% 10 DAYS NET 30 DAYS
[ ] 5% 30 DAYS NET 31 DAYS
SERIAL 230044-SS
EXHIBIT A-1 BUDGET SUMMARY
Superior Court
Clerk of the
Court
MCAO
Public Advocate
Total
Commissioner
1.00
-
-
-
1.00
Judicial Assistant
1.00
-
-
-
1.00
Justice System Clerk
1.00
-
-
-
1.00
Courtroom Clerk
-
1.00
-
-
1.00
Attorney/Attorney II
-
-
1.00
2.00
3.00
Legal Secretary
-
-
1.00
1.00
2.00
Total
3.00
1.00
2.00
3.00
9.00
Superior Court Clerk of the Court
MCAO
Public Advocate
Total
Commissioner
277,511
-
-
-
277,511
Judicial Assistant
61,262
-
-
-
61,262
Justice System Clerk
56,248
-
-
-
56,248
Courtroom Clerk
-
61,262
-
-
61,262
Attorney/Attorney II
-
-
126,942
253,883
380,825
Legal Secretary
-
-
63,769
63,769
127,538
Total
395,021
$
61,262
$
190,711
$
317,653
$
964,647
$
Superior Court Clerk of the Court
MCAO
Public Advocate
Total
Attorneys and Support
9,000
3,000
6,000
9,000
27,000
Technology
4,500
1,500
3,000
4,500
13,500
Total
13,500
$
4,500
$
9,000
$
13,500
$
40,500
$
Superior Court Clerk of the Court
MCAO
Public Advocate
Total
Attorneys and Support
-
-
-
9,000
9,000
Technology
9,000
3,000
6,000
9,000
27,000
Total
9,000
$
3,000
$
6,000
$
18,000
$
36,000
$
Rate
Quantity
Total
MD COE Evaluations
200
1,000
200,000
BHMP
150,000
2
300,000
MD
250,000
1
250,000
Nurses
77,778
9
700,000
Nurse Manager
96,000
1
96,000
Licensed SW & Discharge Planners
70,000
4
280,000
Court Liaison
85,000
1
85,000
BH Specialists
45,833
12
550,000
Recovery Support Specialists (peers)
33,333
6
200,000
Total
2,697,000
$
Rate
Quantity
Total
Technology Enhancements
6,000
1
6,000
Tele-courtroom Build Out
17,000
1
17,000
Total
23,000
$
Total Annual Operating Costs:
3,702,146
$
Total One-Time Costs:
59,000
$
Amount Paid by MercyCare:
1,200,000
$
Amount Paid by County:
2,561,146
$
Crisis Center Operating Costs
Crisis Center One-Time Costs
County-Paid Staff
County Staffing Costs
County Supplies/Services Costs
County Furniture/Equipment Costs
SERIAL 230044-SS
EXHIBIT B-SCOPE OF WORK
Maricopa County is seeking to administer a pilot project though Mercy Care who operates the
Regional Behavioral Health Authority within its geographic service area to expand the number of
locations that are staffed and equipped to perform court-ordered evaluation and court-ordered
treatment hearings, by funding administrative expenses to expand these services. A start date on
or about November 1, 2022, is preferred. The pilot project is slated for a duration of one year.
Currently, only one provider, Valleywise Health, is able to provide these services. Staffing
shortages and housing limitations due to COVID quarantine protocols have significantly reduced
the number of patients Valleywise Health can admit, creating a unique set of circumstances for
this pilot program. These gaps in services have resulted in patients with identified but untreated
(or under-treated) mental illness being released to the community, often without sufficient
treatment plans.
Through this proposed pilot project, the County would provide funding to Mercy Care, a managed
care organization administered by Aetna Medicaid Administrators LLC. Mercy Care, in turn, will
contract with a Qualified screening and evaluation agency (“Provider”) to fund the Provider’s
administrative expense of expanding court ordered evaluation services described herein. The
Provider shall be appropriately licensed and registered as a provider with the Arizona Health Care
Cost Containment System (“AHCCCS”). These services are deemed critical for the County and
this pilot program would attempt to close the gap to providing levels of service requested by the
Courts. A.R.S. § 36-3410(C) prohibits a regional behavioral health authority and its subsidiaries
from providing behavioral health services directly to individuals.
This Contract will cover the administrative expenses to expand capacity for following functions:
• Petition for COT including physician's affidavits (and two physician's assessments).
• COT treatment plan completed by a licensed social worker.
• Legal administrative function involved in taking a COE to COT hearing including preparing
and filling the Petition for COT, serving the patient with notice of detention and the COT
hearing, preparing witnesses for testimony, serving subpoenas to witnesses, maintaining
court calendar, coordination
Contractor currently provides for the delivery of court ordered evaluation and court
ordered treatment services, and other related AHCCCS covered services pursuant to
Contractor’s contract with AHCCCS as the Regional Behavioral Health Authority. In
addition to contracting with Provider(s) to expand capacity for the services described
herein, Contractor will also contract with those Provider(s) to deliver the services resulting
from this increased capacity as covered by Contractor’s contract with AHCCCS. The
Amount Paid by Mercy Care that is factored into Exhibit A-1 Budget Summary, are those
funds available under Mercy Care’s AHCCCS contract for those separate services, not
funded herein, that are covered by Contractor’s AHCCCS contract.