NEW VERSION - VALLEYWISE SIGNED MARICOPA RYAN WHITE PART A - IGA.PDF

MARICOPA COUNTY
INTERGOVERNMENTAL AGREEMENT
between Maricopa County, Ryan White Part A Program
and
Maricopa County Special Health Care District

1. Agreement Number _C-95-19-005-3-02 2. Agreement Type: Cost Reimbursement
3. Agreement Amount $2,000,000 annually 4. Purpose: HIV Services
5. Start Date: March 1, 2022 6. Expiration Date: February 28, 2025

This Agreement is entered into by and between the Maricopa County Special Health Care District, dba
Valleywise Health (“the Subrecipient” or “Subrecipient”) and Maricopa County (“the County”) by and
through its Ryan White Part A Program (RWPA) (“the Department”). Subrecipient, 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 document
its exhibits, Attachments and Appendices, including any Subcontracts or Amendments as forth herein
and in:

Section I. General Provisions
Section Il. Special Terms

Section Ill. Scope of Work

Section IV. Attachments if necessary

This Agreement contains all the terms and conditions agreed to by the parties. No other
understanding, oral or otherwise regarding the subject matter of this Agreement shall be deemed to
exist or to bind any of the parties hereto. Nothing in this Agreement shall be construed as consent to
any suit or waiver of any defense in a suit brought against Maricopa County or its departments,
employees, agents or representatives, or Subrecipient, in any State or Federal Court. Legal Notice
under this Agreement shall be given by personal delivery or by Registered or Certified mail to the
addresses set forth below and be effective upon receipt by the party to whom addressed unless
otherwise indicated in said notice.

Notices to Subrecipient: Notices to County:

Valleywise Health Maricopa County Ryan White Part A Program
Attention: Jennifer Joiner, Director of Grants Carmen Batista, Program Manager

2601 E. Roosevelt 4041 N. Central Ave, Suite 850

Phoenix, AZ 85008 Phoenix, AZ 85012

Telephone: (480) 344-2421 Telephone: (602) 372-7091

E-mail: Jennifer.joiner@valleywisehealth.org E-mail: carmen.batista@maricopa.gov

IN WITNESS WHEREOF the parties enter into this Agreement

SUBRECIPIENT:
Valleywise Health

Name: Mary Rose Garrido Wilcox

Title: | Chairman, Board of Directors

Date: abalaras. A

x H Li

ATTEST.
Melanie Talbot
Chief Governance Officer and Board Clerk

COUNTY:
MARICOPA COUNTY BOARD OF SUPERVISORS

Name: Bill Gates

Title: Chairman, Board of Supervisors

Date:

X

Dated2| as}aoaeszst: Date:

Clerk of the Board

Pursuant to A.R.S. §11-952, the Contractor’s
Attorney has determined that this
Intergovernmental Agreement is in proper
form and is within the powers and authority
granted under the laws of the State of Arizona.

if M. iz 130: General Counsel

Signature:

Date:

Pursuant to A.R.S. §11-952, the Maricopa
County Attorney’s Office has determined that
this Intergovernmental Agreement is in proper
form and is within the powers and authority
granted under the laws of the State of Arizona.

Signature: (of Anne Cong
Date: 3/2¢/ Deed

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Section I. GENERAL PROVISIONS

The Agreement referenced herein is funded by the Health Resources Services Administration (HRSA),
HIV/AIDS Bureau (HAB) Metropolitan Services Division, Ryan White Care Act Title 1 Program CFDA number
93.914-HIV Emergency Relief Projects Grants. This Agreement will commence on the date of approval by the
Maricopa County Board of Supervisors.

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2.0

DEFINITIONS:
As used throughout these PROVISIONS, the following terms shall have the meanings set forth:
AGREEMENT: refers to this document and all attachments and amendments hereto.

ADMINISTRATIVE AGENT: refers to the Ryan White Part A Program Manager, a County agent,
responsible for Administration of the RWPA Grant.

SUBRECIPIENT: refers to Maricopa County Special Health Care District, who will be the service
provider.

CLIENT: means the Ryan White eligible individual who has completed the eligibility application
Process and meets the HIV, Income, residency and third party payer requirements as outlined in
the Ryan White Part A Policy and Procedure Manual.

COUNTY: means Maricopa County, Arizona.

DEPARTMENT: means the Maricopa County, Ryan White Part A Program (RWPA)

PARTIES: means all entities associated with this Agreement i.e., the RWPA Program or Subrecipients
staff.

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 Subrecipient.

PROGRAM MANAGER: means the Manager of the Maricopa County, Ryan White Part A Program.
RWPA: means the Maricopa County Ryan White Part A Program.

RWPC: means Ryan White Part C Program

RYAN WHITE PART A PROGRAM POLICY AND PROCEDURE MANUAL: is the policy and procedure manual

developed by the Ryan White Part A Program and is as provided on
http://www.ryanwhiteparta.com .

VALLEYWISE HEALTH: means Maricopa County Special Health District
HRSA: means Health Services Resources Administration

PURPOSE OF THE PROGRAM. AUTHORITY AND BACKGROUND:

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Part A of the Ryan White HIV/AIDS Treatment Modernization Act of 2009, Ryan White HIV/AIDS
Program provides emergency assistance to Eligible Metropolitan Areas (EMAs) and (TGAs)
Transitional Grant Areas that are most severely affected by the HIV/AIDS epidemic. The
Maricopa County Ryan White Part A Program is the single agency charged with the responsibility
of administrating the Health Resources and Services Administration HIV/AIDS Bureau, Division of
Service Systems, Ryan White Treatment Modernization Act of 2006, CFDA Number 93.914 - HIV
Emergency Relief Projects Grant for the Phoenix Metropolitan Area located in Maricopa and
Pinal Counties. An overview of these programs can be found at http://hab/hrsa.gov/.

Formula and supplemental funding components of the grant assist the Phoenix EMA in developing
or enhancing access to a comprehensive continuum of high quality, community-based care for
low-income individuals and families with HIV/AIDS. A comprehensive continuum of care includes
primary medical care, HIV-related medications, mental health treatment, substance abuse
treatment, oral health and case management services that assist PLWHA (People Living with
HIV/AIDS) in accessing treatment. Comprehensive HIV/AIDS care beyond these core services also
includes access to other health services (e.g. home health care, nutritional, and rehabilitation
service). In addition, this continuum of care may include supportive services that enable
individuals to access and remain in primary medical care (e.g. outreach, transportation, and food
services).

Part A supplemental funds have been awarded since fiscal year (FY) 1999 under the Minority AIDS
Initiative (MAI) to improve access to HIV care and health outcomes in communities of color
disproportionately impacted by the HIV epidemic. Funds are to initiate, modify, or expand
culturally and linguistically appropriate HIV care services for disproportionately impacted
communities of color. Following Congressional intent, MAI funds must be used to expand or
support new initiatives consistent with these goals.

The Minority AIDS Initiative specifically focuses on:

1. Black/African American
2. Hispanic/Latinx
3. Refuge populations.

Additionally, each year the Phoenix EMA determines priority populations within the above-
mentioned focused populations. Currently, those priority populations are:

1. Young Black Men who have sex with men (MSM)
2. Young Hispanic Men
3. Transgender Women of Color

All Care Act funded projects in any service category must participate in the existing community-
based continuum of care. This concept requires that servicesin a community must be organized to
respond to the individual's or family's changing needs, in order to reduce fragmentation of care.
For the Phoenix EMA to achieve this intent as required by HRSA guidance funded providers will be
required to attend meetings sponsored by the Phoenix EMA Ryan White Planning Council and

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4.0

5.0

other management and technical assistance meetings deemed mandatory by Maricopa County
Ryan White Part A Program. Lastly, Part A funds must be used in a manner consistent with current
and future HRSA policies as developed by the Division of Metropolitan Services of the HIV/Bureau.
These policies can be reviewed on the HAB website at http:hrsa.gov.

OPTION TO RENEW AGREEMENT:

Subject to availability of funds and acceptable Subrecipient performance, the Subrecipient hereby
acknowledges and agrees that the Department shall have the right to extend this Agreement for
additional periods, not to exceed a total term of five (5) years, except that the cost will be subject to
renegotiation. Any extension of the Agreement Period must be mutually acceptable to the
Department and the Subrecipient and signed by both parties in writing.

INVOICES AND PAYMENTS:

41 The actual amount of consideration to be paid to the Subrecipient depends upon the
actual hours worked; services provided and related expenses as stated in the current
approved budget and Work Plan or as modified by an amendment or appropriately
executed task order. Any unobligated balance of funds at the end of this Agreement
period will be returned to the Department in accordance with instructions to be
provided.

4.2 The Subrecipient shall submit electronically to the Department one (1) legible copy of
their detailed monthly invoice before payment(s) will be made.

4.3 Subrecipient will submit the invoice packet for services performed on or before the
twenty-fifth (25") calendar day following the month in which services were performed.
The invoice must include the requirements as outlined in the Ryan White Part A’s
current policies and procedures manual.

4.4 Subrecipients providing medical services are required to utilize HCF-1500, UB-92 or
other standardized medical claim forms as agreed to with the Department, and to
submit these to the Ryan White Part A Program in addition to the other required invoice
reports and forms.

METHOD OF PAYMENT:

5.1 Subject to the availability of funds, Department will, within thirty (30) business days
from the date of receipt of the documents enumerated herein, process and remit to the
Subrecipient a warrant for payment up to the maximum total allowable for services
provided or work performed during the previous month. Payment may be delayed or
reduced if invoices are in non-compliance due to late submission, improperly completed
or missing documentation/information or for other contract or agreement non-
compliance occurring in the related grant year. Other non-compliance issues that may
delay or reduce payments can be related to any contractual issue, and may not
necessarily be related to the bill itself. Should Department make a disallowance in the
claim, the claim shall be processed for the reduced amount. If the Subrecipient protests
the amount or the reason for a disallowance, the protest shall be construed as a dispute

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5.2

5.3

5.4

5.5

concerning a question of fact within the meaning of the "Disputes" clause of this
Agreement.

The Subrecipient understands and agrees that Department will not honor any claim for
payment submitted 60 calendar days after date of service. The Subrecipient
understands and agrees that Department will not process any claim for payment for
services provided after the grant year. For claims that are subject to AHCCCS Regulation
R9-22703.B1, Department will not honor any claim for payment submitted nine months
after date of service. Claims submitted 45 calendar days from the last day of the grant
year will not be honored or reimbursed.

Payments made by Department to the Subrecipient are conditioned upon the timely
receipt of applicable, accurate and complete invoice reports and forms submitted by the
Subrecipient. All monthly invoices must be supported by auditable documentation,
which is determined to be sufficient, competent evidential matter defined by the
Department.

The Subrecipient understands and agrees that Ryan White Part A is the payer of last
resort, and shall maximize and monitor all other revenue streams including self-pay and
all sources of third party reimbursements. The Subrecipient understands and agrees
that all self-pay and third party payments must be exhausted to offset program costs
before Ryan White funds are used. The Subrecipient must have policies and procedures
documented, in place and available for review by the RWPA program to determine and
bill these other potential payment sources. These third party payers include but are not
limited to Regional Behavioral Health Authority (RBHA), Medicaid (Arizona Health Care
Cost Containment Services/AHCCCS), Arizona Long Term Care System (ALTCS), TRICARE,
Medicare and private/commercial or other insurance. The Subrecipient will determine
eligibility of clients and assist with client enrollment whenever feasible. Payments
collected by the Subrecipient for Ryan White services must be recorded as Program
Income in the Subrecipient’s financial management system and deducted from bills
issued to the Department. Program income records must be made available to the
Department for assurance that such revenues are used to support related services. The
Subrecipient shall have policies and procedures for handling Ryan White revenue
including program income.

The Subrecipient shall have policies and staff training on the payer of last resort
requirement and how it meets that requirement.

TASK ORDERS:

Subrecipient shall not perform a task other than those found/defined in the agreement. Task
Orders may be issued by the Administrator of this agreement. Task Orders will be
communicated via written document and shall include, but are not limited to: budget amount,
reference to special conditions of award, and any special service and reporting requirements.
Amended Task Orders can be issued at any time during the grant year. Both parties shall signa
new or amended Task Order.

APPLICABLE TAXES:

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7.1 Payment of Taxes: The Subrecipient shall pay all applicable taxes. With respect to any
installation labor on items that are not attached to real property performed by Subrecipient
under the terms of this Contract, the installation labor cost and the gross receipts for
materials provided shall be listed separately on the Subrecipient’s invoices.

7.2 State and Local Transaction Privilege Taxes: To the extent any State and local transaction
privilege taxes apply to sales made under the terms of this Contract it is the responsibility of
the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority.

7.3 Tax Indemnification: Subrecipient and all subcontractors shall pay all Federal, State, and local
taxes applicable to its operation and any persons employed by the Subrecipient. Subrecipient
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
Worker’s Compensation.

TAX (SERVICES):

No tax shall be invoiced or paid against Subrecipient’s labor. It is the responsibility of the
Subrecipient to determine any and all applicable taxes.

AVAILABILITY OF FUNDS:

9.1 The provisions of this Agreement relating to payment for services shall become effective
when funds assigned for the purpose of compensating the Subrecipient as herein
provided are actually available to the Department for disbursement. The Department
shall be the sole judge and authority in determining the availability of funds under
this Agreement and the Department shall keep the Subrecipient fully informed as to the
availability of funds.

9.2 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 Agreement, the Department may amend, suspend, decrease, or
terminate its obligations under, or in connection with, this Agreement. In the event of
termination, the Department 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 Agreement. The Department shall give written notice
of the effective date of any suspension, amendment, or termination under this section, at
least ten (10) days in advance.

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_
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12.0

Program Income

The Subrecipient understands and agrees that program income generated through the Health
Resources and Services Administration (HRSA) Office of Pharmacy Affairs 340B program, through
the Maricopa Ryan White grant award providing 340B covered entity status, will be subject to
additional program income monitoring requirements that shall be provided in writing prior to
contract award. Additional requirements may include but are not limited to: annual completion
and submission of an independent 340B audit; submission of monthly aggregate reports of
Program income generated and detailed expenditures showing that program income is spent only
on Ryan White allowable costs; enhanced requirements regarding Subrecipient monitoring of all
subrecipients; and additional reporting requirements in order to ensure that program income is
spent within the same budget period it was generated. The Maricopa County Ryan White Program
Office shall have full authority to monitor these additional requirements as well as others in order
to ensure compliance with the 340B program rules as established by the Department of Health
and Human Services Office of Pharmacy Affairs.

DUTIES:

11.1 The Subrecipient shall perform all duties stated in the budget’s schedule of deliverables
for that grant year and/or as directed by the current Ryan White Part A policies and
procedures manual.

11.2 The Subrecipient shall perform services at the location(s) and time(s) stated in this

application, the current approved work plan or as otherwise directed in writing, via an
amendment and/or task order from the Administrative Agent.

TERMS AND CONDITIONS:

12.1. 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 Subrecipient, the
Subrecipient 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.

Subrecipient'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,
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 Subrecipient, a subcontractor, any one directly or
indirectly employed by them, or anyone for whose acts they may be liable, regardless of

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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.

13.0 INSURANCE:

13.1

13.2

13.3

13.4

13.5

13.6

13.7

13.8

Subrecipient, at Subrecipient’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 A.M. Best, Inc. 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.

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.

Subrecipient’s insurance shall be primary insurance as respects County, and any insurance
or self-insurance maintained by County shall not contribute to it.

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.

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. Subrecipient shall be solely
responsible for the deductible and/or self-insured retention and County, at its option, may
require Subrecipient to secure payment of such deductibles or self-insured retentions by a
surety bond or an irrevocable and unconditional letter of credit.

The insurance policies required by this Contract, except Workers’ Compensation and Errors
and Omissions, shall name County, its agents, representatives, officers, directors, officials
and employees as Additional Insureds.

The policies required hereunder, except Workers’ Compensation and Errors and Omissions,
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 Subrecipient’s work or service.

Commercial General Liability:

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13.9

Commercial General Liability 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.

Automobile Liability:

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 Subrecipient’s owned,
hired, and non-owned vehicles assigned to or used in performance of the Subrecipient’s
work or services or use or maintenance of the premises under this Contract.

13.10 Workers’ Compensation:

Workers’ Compensation insurance to cover obligations imposed by Federal and State
statutes having jurisdiction of Subrecipient’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.

Subrecipient, its subrecipients 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 Subrecipient, its subrecipients and its
subcontractors pursuant to this Contract.

13.11 Professional Liability:

Subrecipient shall maintain Professional Liability insurance which will provide coverage for
any and all acts arising out of the work or services performed by the Subrecipient under the
terms of this Contract, with a limit of not less than $1,000,000 for each claim, and
$3,000,000 aggregate claims.

13.12 Medical Malpractice:

Medical Malpractice insurance and, if necessary, Commercial Umbrella insurance, which
will insure and provide coverage for Medical Malpractice of the Subrecipient, with limits
of no less than $3,000,000 for each claim.

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13.13 Sexual molestation and physical abuse:

The policy shall be endorsed to include coverage for sexual molestation and physical abuse
at limits not less than $2,000,000.00 per occurrence and $4,000,000.00 aggregate. These
limits may be included within a General Liability policy, Professional Liability policy or
provided by separate endorsement with its own limits as required. Subrecipient must
provide the following statement on their Certificate(s) of Insurance: “Sexual molestation
and physical abuse coverage is included.” Policies/certificates stating that “Sexual
molestation and physical abuse coverage is not excluded” do not meet this requirement.

13.14 Commercial General Liability - Occurrence Form

13.14.1 Policy shall include bodily injury, property damage and broad form contractual
liability coverage.

13.14.2 The policy shall be endorsed to include coverage for physical/sexual abuse and
molestation.

13.14.3 The policy shall be endorsed to include the following additional insured language:
" ), its subsidiary, parent, associated and/or affiliated entities, successors,
or assigns, its elected officials, trustees, employees, agents, and volunteers shall
be named as additional insureds with respect to liability arising out of the
activities performed by, or on behalf of the Subrecipient".

Minimum Limits:

General Aggregate $4,000,000
Each Occurrence Limit $2,000,000
Personal/Advertising Injury $1,000,000
Sexual Abuse/Molestation $2,000,000

13.15 Certificates of Insurance:
13.15.1 Prior to Contract award, Subrecipient 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 Subrecipient’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.

13.15.2 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 Subrecipient’s work or services and as evidenced by annual
Certificates of Insurance.

13.15.3 If a policy does expire during the life of the Contract, a renewal certificate must
be sent to County fifteen (15) calendar days prior to the expiration date.

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13.16 Cancellation and Expiration Notice:
Applicable to all insurance policies required within the Insurance Requirements of this
Contract, Subrecipient’s insurance shall not be permitted to expire, be suspended, be
canceled, or be materially changed for any reason without thirty (30) days prior written
notice to Maricopa County. Subrecipient must provide to Maricopa County, within two
(2) business days of receipt, if they receive notice of a policy that has been or will be
suspended, canceled, materially changed 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 320 West Lincoln Street, Phoenix, AZ
85003, or emailed to the Procurement Officer noted in the solicitation

14.0 TERMINATION FOR CONVENIENCE:
Maricopa County may terminate the Contract for convenience by providing sixty (60) calendar
days advance notice to the Subrecipient.

15.0 TERMINATION FOR DEFAULT:
The County may, by written notice of default to the Subrecipient, terminate this Contract in
whole or in part if the Subrecipient fails to:
15.1 Deliver the supplies or to perform the services within the time specified in this Contract
or any extension;

15.2. Make progress, so as to endanger performance of this Contract; or
15.3. Perform any of the other provisions of this Contract.

The County’s right to terminate this contract under these subparagraphs may be exercised if the
Subrecipient does not cure such failure within ten (10) business days (or more if authorized in
writing by the County) after receipt of the notice from the Procurement Officer specifying the
failure.

16.0 RIGHT OF PARTIAL CANCELLATION:
If more than one service category is funded by this Agreement, Maricopa County reserves the
right to terminate this Agreement or any part thereof based upon the Subrecipient’s failure to
perform any part of this agreement without impairing, invalidating or canceling the remaining
service category obligations.

17.0 SUBCTONRACTING:
17.1 The Subrecipient may not assign to another subrecipient 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 Contract
Number and identify the job project.

17.2 The subcontractor’s rate for the job shall not exceed that of the Prime Subrecipient’s rate,
as bid in the pricing section, unless the Prime Subrecipient is willing to absorb any higher
rates or the County has approved the increase. The subcontractor’s invoice shall be
invoiced directly to the Prime Subrecipient, 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 Subrecipient’s invoice.

18.0 AMENDMENTS:

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All Amendments to this Agreement must be in writing and signed by both parties.

The County reserves the right to add and/or delete materials and services to a Contract. Ifa
service requirement is deleted, payment to the Subrecipient 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

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

The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the

The removal, in whole or in part, of any provision of this Contract shall not void or affect the

Maricopa County and its officers and employees shall not be liable for any act or omission by the
Subrecipient or any subcontractor, employee, officer, agent, or representative of Subrecipient or
subcontractors occurring in the performance of this Contract, nor shall they be liable for
purchases or Contracts made by the Subrecipient in anticipation of funding hereunder.

19.0 ADDITIONS/DELETIONS OF SERVICE:
Subrecipient and the County.
20.0 STRICT COMPLIANCE:
of the Contract.
21.0 VALIDITY:
validity of any other provision of the Contract.
22.0 SEVERABILITY:
validity of any other provision of this Contract.
23.0 NON-LIABILITY:
24.0 EQUAL EMPLOYMENT OPPORTUNITY:

24.1 The Subrecipient will not discriminate against any employee or applicant for employment
because of race, age, handicap, color, religion, sex, or national origin. The Subrecipient
will take affirmative action to ensure that applicants are employed and that employees
are treated during employment without regard to their race, age, handicap, color, religion,
sex, or national origin. Such action shall include, but not be 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 Subrecipient shall to the extent such provisions
apply, comply with Title 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 99.-4 which mandates that all
persons shall have equal access to employment opportunities. The Subrecipient shall also
comply with all applicable provisions of the Americans with Disabilities Act of 1990.

24.2 The Subrecipient will operate under this Agreement so that no person otherwise qualified
is denied employment or other benefits on the grounds of race, color, sex, religion,
national origin, ancestry, age physical or mental disability or sexual orientation except
where a particular occupation or position reasonably requires consideration of these
attributes as an essential qualification for the position.

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25.0

RIGHTS IN DATA:

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. Each party
shall supply to the other party, upon request, any available information that is relevant to a
Contract and to the performance thereunder.

26.0 NON-DISCRIMINATION:

Subrecipient 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. During the

performance of this contract, Subrecipient shall not discriminate against any employee, client or

any or any other individual in any way because of that person’s age, race, creed, color, religion,
sex, disability or national origin.
27.0 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION:
27.1 The undersigned (authorized official signing on behalf of the Subrecipient) certifies to
the best of his or her knowledge and belief that the Subrecipient, it’s current officers and
directors;
27.1.1 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
27.1.2 have not within three (3) year period preceding this Contract;
27.1.2.1 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; and

27.1.2.2 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;

27.1.2.3 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; 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.

27.1.2.4 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.

27.1.3. The Subrecipient 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.

28.0 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL IMMIGRATION
LAWS AND REGULATIONS:

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30.0

28.1 By entering into the Agreement, the Subrecipient 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
Subrecipient 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 Agreement. The Subrecipient 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 Agreement 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.

28.2 The County retains the legal right to inspect Subrecipient and subcontractor employee
documents performing work under this Agreement to verify compliance with paragraph 28.1
of this Section. Subrecipient 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 Subrecipient or any of its subcontractors
are not in compliance, the County will consider this a material breach of the Agreement and
may pursue any and all remedies allowed by law, including, but not limited to: suspension of
work, termination of the Agreement for default, and suspension and/or debarment of the
Subrecipient. All costs necessary to verify compliance are the responsibility of the
Subrecipient.

INFLUENCE:

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 ethical conduct
may be grounds for Disbarment or Suspension under MC1-902.

An attempt to influence includes, but is not limited to:

29.1 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,

29.2 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.

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 agreement.

CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM

EMPLOYEES OF WHISTLERBLOWER RIGHTS:

30.1 The Parties agree that this Agreement and employees working on this Agreement will be
subject to the whistleblower rights and remedies in the pilot program on subrecipient

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employee whistleblower protections established at 41 U.S.C. § 4712 by Section 828 of the
National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112-239) and Section
3.908 of the Federal Acquisition Regulation;

30.2 Subrecipient 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 Subrecipient and copies provided to County
upon request.

30.3. Subrecipient shall insert the substance of this clause, including this paragraph (c), in all
subcontracts over the simplified acquisition threshold ($150,000 as of September 2013).

31.0 UNIFORM ADMINISTRATIVE REQUIREMENTS:
By entering into this Agreement the Subrecipient agrees to comply with all applicable provisions
of Title 2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST
PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200
et seq.

32.0 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER
REVIEW:

32.1 In accordance with Section MCI 371 of the Maricopa County Procurement Code the
Subrecipient agrees to retain all books, records, accounts, statements, reports, files, and
other records and back-up documentation relevant to this Agreement for six (6) years
after final payment or until after the resolution of any audit questions which could be
more than six (6) years, whichever is latest. The County, Federal or State auditors and
any other persons duly authorized by the Department shall have full access to, and the
right to examine, copy and make use of, any and all said materials.

32.2 If the Subrecipient’s books, records , accounts, statements, reports, files, and other
records and back-up documentation relevant to this Agreement are not sufficient to
support and document that requested services were provided, the Subrecipient shall
reimburse Maricopa County for the services not so adequately supported and
documented.

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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 Subrecipient 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 Subrecipient equal to the amount of the
disallowance, or to require reimbursement forthwith of the disallowed amount by the
Subrecipient by issuing a check payable to Maricopa County.

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35.0

36.0

OFFSET FOR DAMAGES:

In addition to all other remedies at Law or Equity, the County may offset from any money due to
the Subrecipient any amounts Subrecipient owes to the County for damages resulting from breach
or deficiencies in performance of the Agreement.

CONFIDENTIAL INFORMATION:

Any information obtained in the course of performing this Agreement may include information
that is proprietary or confidential to the County. This provision establishes the Subrecipient’s
obligation regarding such information.

The Subrecipient 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 Agreement shall be used by or disclosed by it, its
agents, officers, or employees, except as required to efficiently perform duties under the
Agreement. The Subrecipient’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 Agreement, the County determines that the procedures and
controls in place are not adequate, the Subrecipient shall institute any new and/or additional
measures requested by the County within fifteen (15) calendar days of the written request to do
so.

Any requests to the Subrecipient for County proprietary or confidential information s shall be
referred to the County for review and approval, prior to any dissemination.

PROTECTED HEALTH INFORMATION:

37.0

In collecting, maintaining, using and disclosing information, subrecipient shall comply with all
applicable federal and state laws and regulations which protect confidential health information,
including, but not limited to the Health Insurance Portability and Accountability Act of 1996
(HIPAA), 42 C.F.R. Part 2, A.R.S. §§ 18-551 (Data Security Breaches), A.R.S. §§ 12-2291 et seq.
(Confidentiality of Medical Records), and A.R.S. §§ § 36-661 et seq. (Confidentiality of
Communicable Disease Information). Subrecipient shall not act or fail to act in a way that would
cause MCDPH to be noncompliant with applicable federal or state laws or regulations which
protect confidential health information. Subrecipient shall cooperate to mitigate, to the extent
practicable, any harmful effect that is known to it of an unlawful or unauthorized use or disclosure
of confidential health information. To ensure the confidentiality of confidential health
information, subrecipient shall be fully compliant, through automation and manual processes,
with the standards for electronic transactions under HIPAA. Subrecipient shall execute, and cause
employees, subcontractors, and agents to execute, all applicable confidentiality agreements and
SARA Alert System user access agreements, if deemed necessary by MCDPH. Any system
breaches, confirmed or suspected, shall be reported by Subrecipient to the MCDPH within 24
hours.

PUBLIC RECORD:

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Under Arizona law, all Offers submitted and opened are public records and must be retained by
the Records Manager at the Office of Procurement Services. Offers shall 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
Agreement 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.

38.0 RELATIONSHIPS:
In the performance of the services described herein, the Subrecipient shall act solely as an
independent subrecipient, 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 Subrecipient.

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Section Il. SPECIAL TERMS

1.0

2.0

3.0

4.0

EFFECT:

To the extent that the Special Provisions are in conflict with the General Provisions, the Special
Provisions shall control. To the extent that the Work Statement(s) and the Special or General
Provisions are in conflict the Work Statement(s) shall control.

GENERAL REQUIRMENTS:

2.1 The terms of this Agreement shall be construed in accordance with Arizona law. Any
action shall be brought in the appropriate court in the State of Arizona.

2.2 The Subrecipient shall, without limitation, obtain and maintain all licenses, permits and
authority necessary to do business, render services, and perform work under this
Agreement, and shall comply with all laws regarding Unemployment Insurance,
Disability Insurance and Worker's Compensation.

2.3 The Subrecipient is an independent subrecipient in performance of the work and the
provision of services under this Agreement and is not to be considered an officer,
employee, or agent of Maricopa County.

CONTINGENCY RELATING TO OTHER CONTRACTS AND GRANTS:

3.1 The Subrecipient shall, during the term of this Agreement, immediately inform County in
writing of the award of any other contract or grant where the award of suchcontract or
grant may affect either the direct or indirect costs being paid/reimbursed under this
Agreement. Failure by the Subrecipient to notify County of such award shall be a material
breach of the Agreement and County shall have the right to terminate this Agreement
without liability.

3.2. County may request, and the Subrecipient shall provide within a reasonable time, a copy of
any other contract or grant, when in the opinion of the Ryan White Part A Program
Manager, the award of the other contract or grant may affect the costs being paid or
reimbursed under this Agreement.

3.3 If County determines that the award to the Subrecipient of such other Federal or State
contract or grant has affected the costs being paid or reimbursed under this Agreement,
County shall prepare an Amendment effecting a cost adjustment. If the subrecipient
protests the proposed cost adjustment, the protest shallbe construed as a dispute within
the meaning of the "Disputes" clause contained herein.

CONTRACTOR ELIGIBILITY:

Subrecipients providing services under this Agreement shall be public or non-profit and social
services providers, and other non-profit community organizations, medical care providers,
community-based organizations, HIV/AIDS service organizations, academic entities, or city, county,
state, federal governmental units. The CARE Act Amendments of 1996 provide for contracting with
for-profit entities under certain limited circumstances. Specifically, the amendments allow Part A
funds to be used to provide direct financial assistance through contracts with private for-profit
entities if such entities are the only available provider of quality HIV care in the area Sec 2604(b) (2)
Section 263(a) 1) Subrecipients are prohibited from serving as conduits to pass on their awards to

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5.0

6.0

for-profit entities. To better serve Persons Living with HIV/AIDS (PLWHA) within the EMA, the
Maricopa County Ryan White Part A Program reserves the right, at its discretion, to issue multiple
contracts within a service category.

All services must be directed to enhance the delivery of services to persons living with HIV, and, in
limited restricted instances, their families. These funds may not be used for prevention services.

All providers must have documented evidence to substantiate referral relationships on an ongoing
basis. All providers must submit any written agreements with other organizations/entities that serve
the community of persons living with HIV and are 1) service providers and/or 2) points of entry or
access to HIV services. All Subrecipients shall include copies of such agreements, detailing each
agencies/organization’s roles and responsibilities.

REQUIREMENTS:

5.1 Subrecipient shall comply with all policies and procedures as defined in the current
Ryan White Part A Program Policies and Procedures Manual and amended versions.

5.2 Subrecipient will maintain discrete client files for all individuals served and will secure
the necessary releases of information to allow for review of all pertinent client
information by employees of County and/or their designated representatives. The
Subrecipient will utilize an electronic medical record system to maintain client medical
records as conducted by RWPA.

5.3 Subrecipient shall respond to all requests for information and documentation solicited
by County when they are submitted in writing no later than seventy-two (72) hours of
receipt of request.

54 Subrecipient shall participate with astandardized anonymous Consumer Satisfaction
Survey issued by the RWPA program. Theprocedureis included in the Ryan White
Part A Program Policies and Procedures Manual.

5.5 Subrecipient’s service locations shallbe accessible by public transportation. If service
locations are not accessible by public transportation, the Subrecipient shall have
policies and procedures in place that describe how it will provide transportation
assistance to clients.

5.6 Subrecipients providing Medicaid eligible services shall be certified to receive Medicaid
payments or receive a waiver from the U.S.Secretary of Health and Human Services. The
Subrecipient shall document efforts to receive certification or waiver, and when
certified, maintain proof of certification and file of contracts with Medicaid insurance
companies.

THE PHOENIX EMA RYAN WHITE PLANNING COUNCIL:

The Phoenix EMA Ryan White Planning Council (PC) is a planning body required under the
Part A authorization. The Chair of the Maricopa County Board of Supervisors serves as the
Chief Elected Official for the PlanningCouncil. Membership of the PC must be reflective of the
epidemic within the Phoenix EMA and includes representatives from a variety of specific
groups such as providers of housing and homeless shelters, HIV prevention services,

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