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1
INTERGOVERNMENTAL AGREEMENT
MARICOPA COUNTY
by and through the
DEPARTMENT OF PUBLIC HEALTH
4041 N. Central Avenue, #1400, Phoenix, Arizona 85012
1.
Agreement No: C-86-22_________
2. Agreement Type: _Fixed Price
3.
Agreement Amount: $1,000,000
4. Purpose: _Community Well-being Hub Initiative
5.
Start Date: September 1, 2024 6. Expiration Date: December 31, 2029
This Agreement is entered into by and between The Arizona Board of Regents for and on behalf of Arizona State University (ASU)
(referred to herein as “Contractor”), and Maricopa County, by and through its Department of Public Health (MCDPH) (referred to
herein after as “County”). Contractor and the County are collectively referred to herein as the “Parties” and individually as a
“Party.” Contractor, 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 Agreement, its exhibits,
attachments, and appendices, including any subcontracts or amendments as set forth herein and in:
Section I
-
General Provisions
Section III
-
Work Statement
Section II
-
Special Provisions
Section IV
-
Compensation
This 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 the Parties. Nothing in this Agreement shall
be construed as consent to any lawsuit or waiver of any defense in a lawsuit brought against the County or the Contractor in any
State or federal Court.
Legal Notice under this Agreement shall be given by personal delivery or by registered or certified mail, postage prepaid, return
receipt requested, to the addresses set forth below and shall be effective upon receipt by the Party to whom addressed unless
otherwise indicated in the notice.
Notice to Contractor:
ASU, Office of Sponsored Research and Sponsored Projects
Phone 480-965-4730
Address: PO Box 876011, Tempe, AZ 85287-6011
Notice to Department: MCDPH Grants/Contract Unit
Phone: (602) 372-0674
Address: 4041 North Central Avenue, Suite #1400, Phoenix, Arizona 85012
IN WITNESS WHEREOF, the parties enter into this Agreement:
Arizona State University
MARICOPA COUNTY BOARD OF SUPERVISORS
Signature
Signature
Name
Name
Title
Title
Chairman, Board of Supervisors
Date
Date
ATTEST:
Signature
Date
Office of the Clerk of the Board
Pursuant to A.R.S. § 11-952, the undersigned public agency
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.
Pursuant to A.R.S. § 11-952, the Attorney for the Board of
Supervisors has determined that this Intergovernmental
Agreement is within the powers and authority granted under the
laws of the State of Arizona.
Signature
Signature
Date
Date
Attorney for Maricopa County
SECTION I
GENERAL PROVISIONS
2
1.
EFFECT
To the extent the Special Provisions are in conflict with the General Provisions, the Special
Provisions shall control. To the extent the Work Statement(s) and the Special or General
Provisions are in conflict, the Work Statement(s) shall control.
2.
DEFINITIONS
As used throughout this Agreement, the following terms shall have the following meanings:
A.
Agreement means this document and all attachments and amendments hereto.
B.
Contractor means the person, firm or organization listed on the Cover Page of
this Agreement.
C.
County means Maricopa County, Arizona.
D.
Department means the Maricopa County Department of Public Health.
E.
Funding Source means any federal, State, or private agency funding source,
which may impose conditions on the funding that will be passed on to the
Contractor.
F.
Contractor Staff, Employee or Faculty means a person or persons employed
by, contracted with, or retained by the Contractor for the purpose of providing the
services and responsibilities contained in this Contract.
3.
GENERAL REQUIREMENTS
A.
The terms of this Agreement shall be construed in accordance with Arizona law.
Any lawsuit arising out of this Agreement shall be brought in the appropriate court
in Maricopa County.
B.
The Contractor shall, without limitation, obtain and maintain all licenses, permits,
and authority necessary to do business, render services, and perform work under
this Agreement, and shall comply with all laws regarding unemployment insurance,
disability, and workers’ compensation.
C.
The Contractor is an independent contractor in the performance of work and the
provision of services under this Agreement and is not to be considered an officer,
employee, or agent of the County.
4.
AMENDMENTS
All Amendments to this Agreement must be in writing and signed by authorized persons
for both Parties. All amendments shall clearly state the effective date of the action.
5.
ADEQUACY OF RECORDS
If the Contractor's books, records and other documents related to this Agreement are not
sufficient to support and document that allowable services were provided to eligible clients,
SECTION I
GENERAL PROVISIONS
3
the Contractor shall reimburse the County for the services not adequately supported and
documented.
6.
RETENTION OF RECORDS
A.
This provision applies to all financial and programmatic records, supporting
documents, statistical records, and other records of the County and Contractor that
relate to this Agreement.
B.
The County and Contractor shall retain all financial books, records, and other
documents related to this Agreement for five (5) years after final payment or until
after the resolution of any audit questions, which could be more than five (5) years,
whichever is longer. County, federal, or State auditors, and any other persons duly
authorized by the County, shall have full access to and the right to examine, copy
and make use of any and all such financial books, records, and other documents.
The records will be provided during standard business hours at Arizona State
University, Tempe, AZ or another location designated by ASU on reasonable
notice to the County.
7.
ASSIGNMENT AND SUBCONTRACTING
No rights, liability, obligations or duties under this Agreement may be assigned, delegated,
or subcontracted without the prior written approval of the County and Contractor.
8.
AUDIT DISALLOWANCES
A.
The Contractor shall, upon written demand, therefore, reimburse the County for
any payments made under this Agreement that are disallowed, by a federal, State
or County audit in the amount of the disallowance, as well as court costs and
attorney fees that are awarded by a court of competent jurisdiction or agreed to by
the Parties to compensate the County for expenses incurred to pursue legal action
relating to a disallowance.
B.
If the County determines that a cost for which payment has been made is a
disallowed cost, the County shall notify the Contractor in writing of the disallowance
and the required course of action, which shall be at the option of the County either
to adjust any future claim submitted by the Contractor by the amount of the
disallowance or to require immediate repayment of the disallowed amount by the
Contractor.
C.
The County shall, upon review and agreement of the Parties, remit to the
Contractor any payments determined to have been insufficiently paid, in the
amount of the payment shortfall, as well as court costs and attorney fees that are
awarded by a court of competent jurisdiction or agreed to by the Parties to
compensate the Contractor for expenses incurred to pursue legal action relating
to such short payment.
9.
AGREEMENT COMPLIANCE MONITORING
County may monitor the Contractor's compliance with, and performance under, the terms
and conditions of this Agreement. On-site visits for compliance monitoring may be made
by the County and/or its grantor agencies at any time during the Contractor's normal
SECTION I
GENERAL PROVISIONS
4
business hours, upon reasonable advance notice. During an on-site visit, the Contractor
shall make its records and documents related to work performed or services provided
under this Agreement available to the County for inspection and copying.
10.
AVAILABILITY OF FUNDS
A.
The provisions of this Agreement relating to the payment for services shall become
effective when funds assigned for the purpose of compensating the Contractor, as
provided herein, are actually available to the County for disbursement. The
Department shall be the sole authority in determining the availability of funds under
this Agreement and the County shall keep the Contractor fully informed as to the
availability of funds. The County shall refer no clients to Contractor for periods of
time for which funding is not available unless at the discretion of both parties, an
alternate source of funds is made available to continue the medical service. The
County will not authorize any services under this Agreement unless it has funds
available to pay for such services and County will remain responsible for payment
of all services so authorized.
B.
If any action is taken by any State agency, federal department, or any other agency
or instrumentality to suspend, decrease, or terminate its fiscal obligations under or
in connection with this Agreement, the County may amend, suspend, decrease, or
terminate its obligations under or in connection with this Agreement. If this
Agreement is terminated, the 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 Agreement. The County
shall give written notice of the effective date of any suspension, amendment, or
termination under this section at least ten (10) days in advance.
C.
In accordance with A.R.S. § 35-154, if Contractor’s performance under this
Agreement depends on the appropriation of funds by the Arizona Legislature, and
if the Legislature fails to appropriate the funds necessary for performance, then
Contractor may provide written notice of this to County and cancel this Agreement
without further obligation of either Party. Appropriation is a legislative act and
beyond the control of Contractor.
11.
CONTINGENCY RELATING TO OTHER CONTRACTS AND GRANTS
A.
The Contractor shall, during the term of this Agreement, promptly inform the
County in writing of the award of any other contract or grant where the award of
such contract or grant may affect either the direct or indirect costs being paid or
reimbursed under this Agreement.
B.
County may request, and the Contractor shall provide within a reasonable time,
not exceeding ten (10) working days, a copy of such other contract or grant, when,
in the opinion of the Department, the award of the contract or grant may affect the
costs being paid or reimbursed under this Agreement.
C.
If the County determines that the award to the Contractor of such other contract or
grant has affected the costs being paid or reimbursed under this Agreement, the
County shall prepare an amendment to this Agreement effecting a cost adjustment.
If the Contractor disputes the proposed cost adjustment, the dispute shall be
resolved pursuant to the "Disputes" clause section contained herein.
SECTION I
GENERAL PROVISIONS
5
12.
DEFAULT
For material breach of contractual obligations, or upon the happening of any event which
would jeopardize the ability of a Party to perform its contractual obligations, the Agreement
may be suspended, modified, or terminated upon written notice to the non-terminating
Party. Unless expressly stated otherwise in this Agreement, such determination will not
be made until the disputes process set forth in Article 2 of the Special Provisions has been
exhausted.
13.
TERMINATION
A.
Either Party may terminate this Agreement at any time by giving the other Party at
least thirty (30) calendar days prior written notice. The notice shall be given by
personal delivery or by registered or certified mail, postage prepaid, return receipt
requested. Additionally, the terminating Party will give the other Party a courtesy
email per the Notices section advising of the pending termination.
B.
This Agreement may be terminated by mutual written agreement of the Parties
specifying the termination date therein.
C.
The County may terminate this Agreement upon twenty-four (24) hours’ notice
when the County deems the health or welfare of a patient is endangered or the
Contractor’s non-compliance jeopardizes funding source financial participation. If
not terminated by one of the above methods, this Agreement will terminate upon
the expiration date of this Agreement as stated on the Cover Page of this
Agreement.
D.
Either Party has the right to terminate this Agreement for cause upon fourteen (14)
working days written notice for any of the following reasons:
(1)
Breach of this Agreement which is not corrected within fourteen (14)
working days after written notice.
(2)
Inability to discharge the duties and responsibility under this Agreement for
a continual period of 30 days or more.
E.
This Agreement is subject to cancellation in accordance with the provision of
A.R.S. § 38-511.
F.
If County terminates this Agreement prior to the expiration date, County will remain
responsible for payment to Contractor for all work and services performed through
the date of termination and for reimbursement to Contractor of all non-cancellable
commitments incurred in the performance of the work and/or services.
14.
SEVERABILITY
Any provision of this Agreement that is determined to be invalid, void, or illegal by a court
shall in no way affect, impair, or invalidate any other provision hereof, and the remaining
provisions shall remain in full force and effect.
15.
STRICT COMPLIANCE
Acceptance by either Party of performance that is not in strict compliance with the terms
SECTION I
GENERAL PROVISIONS
6
of this Agreement shall not be deemed to waive the requirement of strict compliance for
all future performance. All changes in performance obligations under this Agreement must
be in writing and signed by the Parties.
16.
NON-LIABILITY
A. The County and its officers, representatives, agents, and employees shall not be liable
for any act or omission by the Contractor or any subcontractor, employee, officer,
agent, or representative of the Contractor or any subcontractor occurring in the
performance of this Agreement, nor shall they be liable for purchases or contracts
made by the Contractor or any subcontractor in connection with this Agreement.
B. The Contractor and its officers, representatives, agents, and employees shall not be
liable for any act or omission by the County or any County subcontractor, employee,
officer, agent, or representative of the County or any County subcontractor occurring
in the performance of this Agreement, nor shall they be liable for purchases or
contracts made by the County or any County subcontractor in connection with this
Agreement.
17.
INDEMNITY
A. Each Party (as “Indemnitor”) agrees to indemnify, defend, and hold harmless the other
Party (as “Indemnitee”) from and against all claims, losses, liability, costs, and
expenses (including reasonable attorneys’ fees) (hereinafter collectively referred to as
“Claims”) arising out of bodily injury of any person (including death) or property
damage, but only to the extent that such Claims, which result in vicarious liability to
Indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of
Indemnitor, its officers, agents, employees, or authorized volunteers.
B. Contractor is a public institution and, as such, any indemnification, liability limitation,
release or hold harmless provision set forth in this Agreement will be limited as
required by Arizona law, including without limitation Article 9, Sections 5 and 7 of the
Arizona Constitution and A.R.S. §§ 35-154 and 41-621. Therefore, notwithstanding
any other provision of this Agreement, Contractor's liability under any claim for
indemnification arising under this Agreement is limited to claims for property
damage, personal injury, or death to the extent caused by negligent acts or
omissions of Contractor.
18.
COVENANT AGAINST CONTINGENT FEES
The Contractor represents that no person or entity has been employed or retained to solicit
or secure this Agreement upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee. For breach or violation of this representation,
the County may immediately terminate this Agreement without liability.
19.
SAFEGUARDING CLIENT INFORMATION
The use or disclosure by any Party of any information concerning an eligible individual
served under this Agreement is directly limited to the performance of this Agreement.
County and Contractor shall safeguard confidential and privileged client and patient
information i.e., medical, financial and patient specific information, and shall only disclose
such information in accordance with all applicable federal, state and local laws, rules,
SECTION I
GENERAL PROVISIONS
7
and/or regulations, including HIPAA. The use or disclosure by any party of any information
concerning a client or patient served under this Agreement or any other applicable payer
contract is directly limited to services under this Agreement subject to applicable federal,
state and local laws, rules and/or regulations. Contractor’s obligation to maintain the
confidentiality of all medical, financial and patient specific information shall exist after
termination or expiration of this Contract. County shall assist Contractor with regard to
Contractors’ obligation to comply with HIPAA.
20.
RIGHTS IN DATA
The Parties shall have the use of data and reports resulting from this Agreement without
cost or other restriction, except as otherwise provided herein or by law. Each Party shall
supply to the other Party, upon request, any available information known to the supplying
Party that is relevant to this Agreement and to the performance hereunder.
21.
OWNERSHIP OF INFORMATION
Subject to applicable state and federal laws, rules and regulations, including, without
limitation, those concerning confidentiality of patient records, the Contractor shall have full
and complete ownership rights to and the sole and exclusive right to inspect, reproduce,
duplicate, adapt, distribute, display, disclose and otherwise use all reports, information,
data and material prepared by the Contractor in performance of the Agreement. County
may examine and may receive copies of such information necessary for County's
performance of this Agreement.
22.
NON-DISCRIMINATION
The Parties will comply with all applicable laws, rules, regulations, and executive orders
governing equal employment opportunity, immigration, and nondiscrimination, including
the Americans with Disabilities Act. If applicable, the Parties will abide by the requirements
of 41 CFR §§ 60- 1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit
discrimination against qualified individuals based on their status as protected veterans or
individuals with disabilities and prohibit discrimination against all individuals based on their
race, color, religion, sex or national origin. Moreover, these regulations require that
covered prime contractors and subcontractors take affirmative action to employ and
advance in employment individuals without regard to race, color, religion, sex, national
origin, protected veteran status or disability. The Contractor shall include this clause in all
of its subcontracts related to this Agreement.
23.
EQUAL EMPLOYMENT OPPORTUNITY
Neither Party will discriminate against any employee or applicant for employment because
of race, color, religion, sex, pregnancy, childbirth or medical conditions related to
pregnancy or childbirth, political affiliation or religious affiliation or ideas, culture, creed,
social origin or condition, genetic information, sexual orientation, gender identity or
expression, national origin, ancestry, age, disability, military service or veteran status, or
marital status. The Contractor shall take affirmative action to ensure that applicants are
employed and that employees are treated during employment without regard to their race,
color, religion, sex, pregnancy, childbirth or medical conditions related to pregnancy or
childbirth, political affiliation or religious affiliation or ideas, culture, creed, social origin or
condition, genetic information, sexual orientation, gender identity or expression, national
origin, ancestry, age, disability, military service or veteran status, or marital status. Such
action shall include, but is not limited to, the following: employment, upgrading, demotion
SECTION I
GENERAL PROVISIONS
8
or transfer, recruitment or recruitment advertising, lay-off or termination, rates of pay or
other forms of compensation, and selection for training, including apprenticeship. The
Contractor shall, to the extent such provisions apply, comply with Titles VI and VII of the
Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et seq.); the Rehabilitation Act
of 1973, as amended (29 U.S.C. §§ 701, et seq.); the Age Discrimination in Employment
Act of 1967, as amended (29 U.S.C. §§ 621, et seq.); the Immigration Reform and Control
Act of 1986 (Pub. L. No. 99-603) (“IRCA”); and Arizona Executive Order 2009-09, which
mandates that all persons shall have equal access to employment opportunities. The
Contractor shall also comply with all applicable provisions of the Americans with
Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.).
24.
RIGHT OF PARTIAL CANCELLATION
If more than one activity is funded by this Agreement, the County reserves the right to
terminate this Agreement or any part thereof based on the Contractor's failure to perform
any part of this Agreement without impairing, invalidating or canceling the remaining Work
Statement obligations. In such event, Section 13.F will apply with respect to the cancelled
activity.
25.
RIGHT TO EXTEND AGREEMENT
The Term of this Agreement is from September 1, 2024 to December 31, 2029. Subject
to the availability of funds and acceptable Contractor performance, the Contractor hereby
acknowledges and agrees that the County shall have the right to extend this Agreement
for additional one-year periods, not to exceed a total extended term of five (5) years,
except that the cost will be subject to renegotiation. Any extension of this Agreement shall
be in writing mutually acceptable to the County and the Contractor and signed by both
Parties.
26.
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
A.
The undersigned, an authorized representative of the Contractor, certifies, to the
best of his or her knowledge and belief, that the Contractor, defined as the primary
participant in accordance with 45 C.F.R. Part 76, and its principals:
1) are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any federal
department or agency.
2) have not within the 3-year period preceding this Agreement been convicted of
or had a civil judgment entered against them for the commission of fraud or a
criminal offense in connection with obtaining, attempting to obtain, or performing a
public (federal, State or local) transaction or contract under a public transaction;
violation of federal or State antitrust statues or commission of embezzlement, theft,
forgery, bribery, falsification or destruction of records, making false statements, or
receiving stolen property;
3) are not presently indicted or otherwise criminally or civilly charged by a
government entity (federal, State or local) with the commission of any of the
offenses enumerated in paragraph (2) of this certification; and
4) have not within the 3-year period preceding this Agreement had one or more
public transactions (federal, State or local) terminated for cause or default.
SECTION I
GENERAL PROVISIONS
9
B.
If the Contractor is not able to provide this certification, an explanation as to why
shall be attached to this Agreement.
C.
The Contractor shall include, without modification, this Paragraph in all lower tier
covered transactions (i.e., transactions with subcontractors) and in all solicitations
for lower tier covered transactions related to this Agreement.
27.
E-VERIFICATION OF EMPLOYEES
The Contractor warrants that it is in compliance with A.R.S. § 41-4401 and further
acknowledges:
A.
That the Contractor and its subcontractors, if any, warrant their compliance with all
federal immigration laws and regulations that relate to their employees and their
compliance with A.R.S. § 23-214;
B.
That a breach of the warranty under subsection A above shall be deemed a
material breach of this Agreement that entitles the County to, among other things,
immediately terminate this Agreement without liability;
C.
That the County and any contracting government entity retains the legal right to
inspect the papers of any contractor or subcontractor employee who works on this
Agreement to ensure that the contractor or subcontractor is complying with the
warranty provided under subsection A above and that the contractor agrees to
make all papers and employment records of said employee(s) available during
normal working hours to facilitate such an inspection;
D.
That nothing herein shall make any contractor or subcontractor an agent or
employee of the County or contracting government entity.
28.
DISPOSITION OF PROPERTY
All property acquired with funds provided for in this agreement shall become the property
of the funding source.
29.
CIVIL SERVICES DIVISION
The parties to this agreement acknowledge that they are aware that the Civil Services
Division of the Maricopa County Attorney’s Office (Civil Division) may be chosen as the
attorney for other parties to this agreement, and the signing party acknowledges that it is
aware of a potential conflict of interest, and it waives any claim of conflict of interest, which
may arise by virtue of Civil Division’s representation of other parties to this agreement.
SECTION I
GENERAL PROVISIONS
10
-the remainder of this page intentionally blank-
SECTION II
SPECIAL PROVISIONS
11
1.
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) are in conflict
with the Special or General Provisions, the Work Statement(s) shall control.
2.
DISPUTES
Except as otherwise provided by law, or otherwise specifically agreed to by the Parties,
any dispute not involving a question of law arising out of this Agreement that is not
resolved between the Parties within a reasonable time, which shall not exceed 120 days,
shall be resolved as follows:
A.
Disputes must be filed with the person administering this Agreement for the
County, if one has been appointed, or, if not, with the Procurement Officer,
within ten (10) days from the date the Contractor knows the basis of the
dispute.
B.
The person administering this Agreement or the Procurement Officer, as
applicable, shall respond in writing to the dispute within fourteen (14) days.
C.
The Contractor may abide by the decision or may appeal the decision to
the Director of the Department within seven (7) days.
This Paragraph shall not apply to claims arising from bodily injury, death, or property
damage.
As required by A.R.S. § 12-1518, the Parties agree to make use of arbitration in disputes
that are subject to mandatory arbitration pursuant to A.R.S. § 12-133.
3.
CHANGES
A.
The County may, at any time, by written order, make changes within the general
scope of this Agreement in any one or more of the following areas:
1.
Work Statement activities reflecting changes in funding source or County
regulations, policies, or requirements.
2.
Administrative requirements, such as changes in reporting periods,
frequency of reports, or report formats, required by funding source or
County regulations, policies, or requirements.
3.
Contractor reimbursement schedules and/or program budgets.
B.
The order will not increase or decrease the maximum reimbursable amount to be
paid the Contractor. Additionally, the order will not direct substantive changes in
services to be rendered by the Contractor.
C.
Any dispute or disagreement caused by such order shall constitute a "Dispute"
within the meaning of the Disputes Clause of the Special Provisions of this
Agreement and shall be administered accordingly.
SECTION II
SPECIAL PROVISIONS
12
4.
AUDIT REQUIREMENT
A.
If the Contractor expends $750,000 or more in a year in federal awards, the
Contractor shall have a single audit conducted for that year according to the Office
Management and Budget, 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. A
copy
of
Contractor’s
most
recent
audit
is
available
at
https://researchadmin.asu.edu/resources/single-audit/. The Contractor shall take
any necessary corrective action to remedy any material weaknesses and/or
reportable conditions identified in the audit report within six (6) months after the
release date of the report. The County may consider sanctions as described in §
.225 of OMB Circular A-133 for contractors not in compliance with the audit
requirements. All books and records shall be maintained in accordance with
Generally Accepted Accounting Principles (GAAP).
B.
Comply with the requirement of the Federal Office of Management and Budget
(“OMB”) Circular A-133. The Contractor is responsible for having an audit
performed in accordance with, and when required, by OMB Circular A-133.
5.
INSURANCE
A.
The Contractor shall have in effect at all times during the term of this Agreement,
insurance or comparable self-insurance that is adequate to protect the County, its
officers, employees, property, and equipment against the losses set forth below.
The Contractor shall provide the County with a certificate of insurance or a certified
copy of the insurance policy naming the County as an additional insured, or, if the
Contractor is self-insured, shall provide the County with a letter indicating that it is
self-insured.
B.
The following types and amounts of insurance are required as minimums:
1.
Workers’ compensation and unemployment insurance as required by law.
2.
Unemployment insurance as required by Arizona law.
3.
Public liability, bodily injury, and property damage policies that insure
against claims for liability for the Contractor’s negligence or maintenance
of unsafe vehicles, facilities, or equipment brought by clients receiving
services pursuant to this Agreement and by lawful visitors of such clients.
The limits of the policies shall not be less than $2,000,000 per occurrence
and $4,000,000 aggregate.
C.
Automobile and Truck Liability, Bodily Injury and Property Damages:
1.
General liability, each occurrence; $1,000,000
2.
Property damage; $1,000,000
3.
Combined single limit; $1,000,000
SECTION II
SPECIAL PROVISIONS
13
D.
Standard minimum deductible amounts are allowable. Any losses applied against
insurance deductible are the sole responsibility of the Contractor.
E.
Professional Liability:
1.
Insurance for the Contractor and its agents, employees, and other staff
shall be maintained with coverage limits of one million dollars ($1,000,000)
per person, three million dollars ($3,000,000) per occurrence.
2
The Contractor agrees that in the event it, or any of its agents, employees,
and other staff working under this Agreement, is named as a defendant in
litigation, or is identified in a written notice of claim, wherein professional
misconduct is alleged, and such allegations arise under the services or
terms of this Agreement, the Contractor will promptly notify the Department
in writing. The duty to notify under this paragraph applies whether or not
the County is alleged to be involved, is named as a party to the matter, or
could be potentially liable as a party.
F.
The Contractor shall immediately inform the Department of any cancellation of its
insurance or any decrease in its lines of coverage at least thirty (30) days before
such action takes place.
G.
In the event the Contractor(s) is/are a public entity, then the Insurance
Requirements shall not apply. Such public entity shall provide a Certificate of Self-
Insurance. If the Contractor(s) is/are a State of Arizona agency, board,
commission, or university, none of the above shall apply.
6.
SPECIAL REQUIREMENTS
A.
If the use of subcontractors is approved by the County, the Contractor agrees to
use written subcontracts or consultant agreements that conform to federal and
State laws and regulations and the requirements of this Agreement appropriate to
the service or activity covered by the subcontract. These provisions apply with
equal force to the subcontract as if the subcontractor were the Contractor. The
Contractor is responsible for performance under this Agreement whether or not
any subcontractors are used. The Contractor shall submit a copy of each
subcontract to the County upon written request.
7.
REPORTING REQUIREMENTS
If requested by the County, the Contractor shall submit annual progress reports on or
before the third (3rd) day of the month following the end of the reporting period.
8.
STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST
Pursuant to A.R.S. § 38-511, either Party may cancel this Agreement without penalty or
further obligation, within three years after execution of this Agreement, if any person
significantly involved in initiating, negotiating, securing, drafting, or creating this
Agreement is, at any time while this Agreement or any extension of this Agreement is in
effect, an employee or agent of any other Party to this Agreement in any capacity or is a
consultant to any other Party to this Agreement with respect to the subject matter of this
Agreement. In addition, a Party may recoup any fee or commission paid or due to any
person significantly involved in initiating, negotiating, securing, drafting, or creating this
SECTION II
SPECIAL PROVISIONS
14
Agreement on behalf of any Party from any other Party to this Agreement arising as the
result of this Agreement.
9.
POLICY ON CONFIDENTIALITY
The Contractor and the County understand and agree that this Agreement is subject to all
State and federal laws protecting client confidentiality of medical, behavioral health and
drug treatment information.
As public institutions, the Parties are subject to A.R.S. §§ 39-121 through 39-127
regarding public records. Accordingly, notwithstanding any other provision of this
Agreement, any provision regarding confidentiality is limited to the extent necessary to
comply with Arizona law.
The Parties may choose, from time to time, in connection with the work contemplated
under this Agreement, to disclose proprietary or confidential information to each other
(Confidential Information). All such disclosures must be made in writing and marked as
Confidential Information. The Parties will use reasonable efforts to prevent the disclosure
to unauthorized third parties of any Confidential Information of the other Party and will use
such information only for the purposes of this Agreement, and for three (3) years after the
termination of this Agreement; provided that the receiving Party’s obligations hereunder
shall not apply to information that:
a. was already known to the receiving party prior to the time of first disclosure; or
b. at the time of disclosure is in the public domain, or after the date of the
disclosure, lawfully becomes a part of the public domain other than through
breach of this Agreement by the receiving party; or
c. is received in good faith, without any obligation of confidentiality from a third
party having a legal right to disclose the same; or
d. is independently developed by the receiving party by individuals without access
to such information; or
e. is required to be disclosed by the receiving party pursuant to a legally
enforceable order, law, subpoena, or other regulation (“Order”), provided,
however, that the receiving party promptly notifies the disclosing party in
advance of such disclosure and discloses only that Information necessary to
comply with said Order.
If Confidential Information is disclosed orally or visually, Confidential Information must be
identified as confidential at the time of disclosure and reduced to writing, marked
confidential, and transmitted to the receiving party within thirty (30) days of the initial
disclosure. Contractor shall retain the right to refuse acceptance of such Confidential
Information which is not required for the purposes of this Agreement.
10.
LAWS, RULES AND REGULATIONS
The Contractor and the County understand and agree that this Agreement is subject to all
State and federal laws, rules, and regulations that pertain hereto.
11. SPONSORSHIP ACKNOWLEDGMENT
All promotional materials, brochures, and flyers prepared by the Contractor relating to this
Agreement shall include the following statement, “Sponsored by Maricopa County
Department of Public Health.”
SECTION II
SPECIAL PROVISIONS
15
12.
ADVERTISING, PUBLICITY, NAMES AND MARKS
County will not do any of the following, without, in each case, Contractor’s prior written
consent: (i) use any names, service marks, trademarks, trade names, logos, or other
identifying names, domain names, or identifying marks of Contractor (ASU Marks),
including online, advertising, or promotional purposes; (ii) issue a press release or public
statement regarding this Agreement, except for documents used for internal consumption
by Sponsor; or (iii) represent or imply any Contractor endorsement or support of any
product or service in any public or private communication. Any permitted use of ASU
Marks must comply with Contractor’s requirements, including using the ® indication of a
registered mark.
13.
FEDERAL DISCLOSURE REQUIREMENTS
County acknowledges and agrees that: (1) federal agencies that provide funding for
research may require disclosure of contracts pursuant to Section 223 of the National
Defense Authorization Act (NDAA), Section 117 of the Higher Education Act of 1965, as
amended (HEA), and National Security Presidential Memorandum 33 (NSPM-33)
(collectively, “Federal Disclosure Requirements”); and (2) nothing in this Agreement shall
prevent Contractor from disclosing the Agreement to federal agencies pursuant to the
Federal Disclosure Requirements.
SECTION III
WORK STATEMENT
16
1.
BACKGROUND:
The Arizona State University (ASU) College of Health Solutions (CHS) provides comprehensive
healthcare information and data analytics support for community health and well-being projects.
South Phoenix residents in District 5 experience a 14-year life expectancy gap from North
Scottsdale, with the pandemic adding another three-year gap to Black and Hispanic
communities. The College of Health Solutions has worked with Equality Health Foundation
(EHF) to engage over 800 stakeholders and facilitated six Community Voices meetings with
residents about the creation of an inclusive coalition representing the community and obtained
feedback about the findings of the initial well-being assessment and impact analysis. CHS will
be collaborating with the EHF to develop, implement and evaluate a 5-year community health
and well-being initiative in District 5 in South Phoenix.
2.
PURPOSE:
A. To guide the implementation of the Community Well-Being Hub Initiative, this agreement
will allow ASU-CHS to provide valuable services through the college’s research units to
effectively evaluate and guide long-term project success over a 5-year period. The ASU
College of Health Solutions (ASU-CHS) will collaborate with the Equality Health
Foundation to develop a research plan with targeted metrics utilizing baseline
evaluations, program evaluation and translational science faculty team and student
support. ASU-CHS will assist EHF in providing periodic updates to all stakeholders and
Maricopa County including a final 5-year report.
3. RESPONSIBILITIES OF THE CONTRACTOR
A. ASU-CHS will generate a baseline assessment of health care utilization to guide
the development and implementation of the District 5 Health and Well-being Hub
Initiative and the effectiveness of the project’s trajectory.
B. ASU-CHS will conduct periodic and final program evaluation and monitoring of on
the ground projects.
C. ASU-CHS will support coordination, integration and effective project leadership.
D. ASU-CHS will mobilize students for targeted project initiatives, fostering local
engagement and community empowerment.
E. ASU-CHS will provide a sub-award in the amount of $850,000 to Equality Health
Foundation (EHF). EHF will implement the initiative with the goal of continuous
growth in its reach and sustainable impact.
F. EHF will collaborate with ASU-CHS, community coalition, and stakeholders to
create on the ground programs with measurable metrics and annual targets.
G. ASU-CHS will work with EHF to expand the local community-led coalition and
facilitate
cross-sector
partnerships
with
community-based
organizations,
businesses, municipalities and philanthropic entities.
H. ASU-CHS will measure progress, identify areas for refinement and dynamic
SECTION III
WORK STATEMENT
17
adaption over the course of the initiative.
I.
ASU-CHS will provide periodic assessments to Maricopa County Department of
Public Health and stakeholders with feedback on progress.
J. ASU-CHS will collaborate with EHF to provide a comprehensive evaluation report
in collaboration with initiative partners at the end of the 5-year term which will
provide a formative and summative assessment of the initiative’s overall impact.
K. EHF will provide ASU-CHS with annual financial information in advance of the
required annual financial audit to be submitted to the County for review within twelve
(12) months following the close of the program’s fiscal year.
SECTION IV
COMPENSATION
18
1.
COMPENSATION
A.
The Contractor shall submit a detailed monthly invoice by the 25th of the following
month.
B.
The Department shall, within thirty (30) working days from the date of receipt of
Contractor’s invoice, process and remit to the Contractor a warrant for payment.
Should the Department make disallowance in the claim, the claim shall be
processed to the reduced amount. The Contractor shall be notified at the address
below in writing of the amount and reasons for any disallowances and shall be
afforded the opportunity to document the appropriateness of the disallowed costs
and to resubmit an invoice for payment.
C.
Each Party assumes sole and exclusive responsibility for payment of any federal
and state income taxes, federal social security taxes, workers’ compensation, and
unemployment insurance benefits for its physicians, staff, agents, and employees,
as well as any and all other mandatory governmental deductions or obligations.
D.
The Agreement amount is not-to-exceed $1,000,000 for the Term of the
Agreement.
2.
METHOD OF PAYMENT
A.
The Contractor shall submit one (1) legible copy of their detailed invoice before
payment(s) can be made. At a minimum, the invoice must provide the following
information:
•
Company name, address and contact
•
County bill-to name and contact information
•
Contract Serial Number
•
County purchase order number
•
Invoice number and date
•
Payment terms
•
Date of service or delivery
•
Quantity
•
Contract Item number(s)
•
Description of Purchase (services)
•
Pricing per unit of service
•
Extended price
•
Total Amount Due
B.
Problems regarding billing or invoicing shall be directed to the using agency as
listed on the Purchase Order
C.
The Contractor must maintain and have available upon request supporting
documents for each monthly reimbursement request, including invoices of costs
incurred and expenditure reports.
D.
Subject to the availability of funds, the County will, within thirty (30) working days
from the date of receipt of documents enumerated herein, process and remit to the
Contractor a warrant for payment up to the maximum total allowable for services
provided. Should the County make a disallowance in the claim, the claim shall be
SECTION IV
COMPENSATION
19
processed for the reduced amount. If the Contractor protests the amount or the
reason for a disallowance, the protest shall be construed as a dispute concerning
a question of fact within the meaning of the “Disputes” clause of the Special
Provisions of this Agreement.
E.
The Contractor understands and agrees that the County will not honor any claim
for payment submitted six (6) months after the date of service. The Contractor
understands and agrees that the County will not process any claim for payment for
services rendered prior to the expiration date that is submitted sixty (45) days after
the expiration date without approval of the County.
F.
Payments made by the County to the Contractor are conditioned upon the timely
receipt of applicable, accurate, and complete invoices submitted by the Contractor.
The Contractor forfeits the right to reimbursement for costs incurred in any month
for which it fails to meet the deadline for submitting the monthly reports, except if
such failure is beyond the reasonable control of the Contractor.
G. The Contractor shall submit monthly invoices to:
Maricopa County Department of Public Health
__________________
4041 N Central Ave, Suite_____________
Phoenix, AZ 85006
E-mail: ________@mail.maricopa.gov
3.
NOTICE
Any notice given under this Agreement shall be sent to the attention of the following:
Department
Contractor
Maricopa County Department of
Public Health
Attn:
Phoenix, AZ 85012
ASU
Public Health
Office of Research and Sponsored
Projects
Grants and Contracts Unit
PO Box 876011
Attn: Grants Administrator
Tempe, AZ 85287-6011
4041 N Central Ave, Suite 1400
Asu.awards@asu.edu
Phoenix, AZ 85012