YOU TURN HEALTH-MCSO_SUBGRANTEE AGREEMENT FINAL.PDF
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SUBGRANTEE AGREEMENT
Between
Maricopa County Sheriff’s Office
And
Youturn, LLC
THIS SUBGRANTEE AGREEMENT (“Agreement”) is made and entered into by and between:
Maricopa County, a political subdivision of the State of Arizona, on behalf of the Maricopa County
Sheriff’s office (“MCSO”), and Youturn, LLC , dba Youturn Health (“Subgrantee”), a behavioral
health & re-entry organization, having a place of business at 2310 North Henderson Ave.,
Dallas, TX 75206. MCSO and Subgrantee may be individually referred to in this Agreement
as “Party” or collectively as “Parties.”
WHEREAS, MCSO is the recipient of the referenced award from the Arizona Criminal Justice
Commission (ACJC), Arizona Criminal Justice and Treatment Improvement Program
(AZCJTIP) (Prime Award reference 15PBJA-21-GG-04489-COAP) for support of a sponsored
project entitled “Comprehensive Opioid, Stimulant, and Substance Abuse Site based Program
(COSSAP)”;
WHEREAS, MCSO desires to fund behavioral health & re-entry services to be performed by
Subgrantee, as described in the scope of work attached hereto and incorporated herein as
Exhibit A (the “Project”), and Subgrantee desires to conduct such work, the Project
undertaken by this Agreement is of mutual interest to MCSO and Subgrantee;
WHEREAS, the Parties are authorized to enter into this Agreement pursuant to Arizona Revised
Statutes (“A.R.S.”) § 11-952 and other statutes.
NOW, THEREFORE, in reliance on the commitments and obligations set forth herein, and with
the intention of being legally bound hereby, the Parties agree as follows:
1. EFFECTIVE DATE. This Agreement will be effective as of the date of the last signature below
("Effective Date").
2. Acronyms and Definitions. Acronyms and Definitions found under 2 C.F.R. §§ 200.0 &
200.1 are incorporated in Exhibits C and D.
3. SCOPE OF WORK.
T h e Subgrantee shall:
a. Complete the project description in Exhibit A, Statement of Work
b. Ensure compliance with federal, state and county requirements as they relate to
the federal grant.
c. Ensure compliance with all laws, rules and regulations.
d. Maintain sufficient qualified and trained staff to provide services under this
Agreement.
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T h e County shall:
a. Provide monthly payment of Subgrantee invoices.
b. Respond to Subgrantee questions in a timely manner.
c. Provide technical assistance and training to Subgrantee’s staff as necessary to ensure
proper administration services under this Agreement.
d. Provide Invoice and/or Program Reporting Template to Subgrantee
4. KEY PERSONNEL. Subgrantee will provide Certified Assertive Community Engagement
(ACE) Peer Support Staff that are supervised by Master Level Clinician’s for work performed
under this Agreement.
5. PERIOD OF PERFORMANCE. This Agreement will begin on the Effective Date and will
terminate on September 30, 2025. This Agreement shall be effective upon approval and
signature by both Parties.
6. PRIME AWARD. This Agreement is subject to the terms and conditions of the MCSO’s Prime
Award with the Arizona Criminal Justice Commission, Arizona Criminal Justice and Treatment
Improvement Program (AZCJTIP) (15PBJA-21-GG-04489-COAP), the Special Conditions and the
Insurance Requirements as specified in Exhibit A of the Prime Award. Subgrantee shall
comply with all laws and regulations listed in this agreement and in Exhibit A.
7. FINANCING AND FISCAL RESPONSIBILITY. Under Arizona Criminal Justice Commission,
Arizona Criminal Justice and Treatment Improvement Program (AZCJTIP) (15PBJA-21-GG-
04489-COAP), MCSO shall provide up to $270,000 to Subgrantee under this Agreement.
Fee will be assessed on a monthly basis to be paid after the close of each month. The total
amount per month is $27,000. Subgrantee may use the funds provided under this Agreement
only as provided in the approved budget and award documentation.
8. REPORTING REQUIREMENTS. Subgrantee must submit monthly Financial Reports to
MCSO by the 5th of the month following the month in which services were provided as follows:
January 5 (for the period from December 1 – December 31)
February 5 (for the period from January 1 - January 31)
March 5 (for the period from February 1 - February 28)
April 5 (for the period from March 1 - March 31)
May 5 (for the period from April 1 - April 30)
June 5 (for the period from May 1 - May 31)
July 5 (for the period from June 1 - June 30)
August 5 (for the period from July 1 - July 31)
September 5 (for the period from August 1 - August 31)
October 5 (for the period from September 1 - September 30)
The Subgrantee must submit Quarterly Activity Reports no later than 10 days after the end
of the reporting quarter summarizing activities and providing updates on project milestones
and timelines as follows:
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Qtr. 1: January 5 (for the period from December 1 - December 31)
Qtr. 2: April 5 (for the period from January 1 - March 31)
Qtr. 3: July 5 (for the period from April 1 - June 30)
Qtr. 4: October 5 (for the period from July 1- September 30)
9.
REIMBURSEMENTS. Subgrantee will provide MCSO with requests for reimbursement
monthly; submissions must be made via email/electronic means.
MCSO has the right to require Subgrantee to provide any documentation and/or information
MCSO reasonably deems necessary to process submissions.
Subgrantee will only be reimbursed for expenses that have been obligated, expended and
received within the authorized Period of Performance. Subgrantee is not authorized to obligate
or expend funds prior to the start date of the Period of Performance. Any expenses obligated or
expended prior to the Period of Performance start date will be deemed unallowable and will not
be reimbursed. Any expenses/services that occur beyond the Period of Performance (e.g. cell
phone service) will be deemed unallowable and will not be reimbursed.
10. COMPENSATION. MCSO will reimburse Subgrantee an amount up to $270,000 for
Subgrantee services hereunder. MCSO is subject to the preceding reimbursement conditions for
payments to Subgrantee. The contract price due under this Agreement will be paid upon receipt
of invoices from Subgrantee issued monthly for the duration of the period of performance up to
the contract value. Invoices are due and payable within 30 days of receipt.
In the event of non-payment, Subgrantee may terminate all further work on the Project and
seek full payment from MCSO for all work performed and all expenses incurred including
allocable costs, pursuant to the termination clause of this Agreement.
If it becomes necessary for Subgrantee to commence collection proceedings or retain an attorney
to enforce any of the terms of this Agreement, Youturn Health will pay the attorneys’ fees and
the costs of collection incurred by Subgrantee.
Subgrantee invoices will be submitted electronically to MCSO at the address provided in Notices
provision.
Questions regarding payment will be directed to the person who issued the invoice.
Subgrantee remittance address and wire transmittal information will be presented on invoices.
To ensure prompt processing Subgrantee requests/remittances should reference Award Number
15PBJA-21-GG-04489-COAP.
11. DISALLOWED COSTS. The cost principles set forth in the Code of Federal Regulations
(C.F.R.”), 2 C.F.R. Part 200 Subpart E including later amendments and editions on file with the
Arizona Secretary of State and incorporated here by reference, shall be used to determine the
allowability of incurred reimbursable costs under this Agreement.
Further, the Subgrantee shall follow cost principles as outlined in Office of Management and
Budget (OMB) Uniform Guidance, 2 C.F.R. §§ 200, et seq.
Those costs that are defined as unallowable in 2 C.F.R. shall not be submitted for reimbursement
by the Subgrantee and shall not be reimbursed by the County.
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12. DEFAULT AND REMEDIES FOR NONCOMPLIANCE. Notwithstanding anything to
the contrary, this Section shall not be deleted or superseded by any other provision of this
Agreement.
This Agreement may be immediately terminated by a Party if the other Party defaults by failing
to perform any objective or breaches any obligation under this Agreement, or any event occurs
that jeopardizes the other Party’s ability to perform any of its obligations under this Agreement.
Failure to comply with the requirements of this Agreement and all the applicable federal, state,
or local laws, rules, and regulations may result in suspension or termination of this Agreement,
the return of unexpended funds (less just compensation for work satisfactorily completed that,
to date, had not been reimbursed), the reimbursement of funds improperly expended, or the
recovery of funds improperly acquired. Noncompliance includes, but is not limited to:
a. Non-performance of any obligations required by this Agreement.
b. Noncompliance with any applicable federal, state, or local laws, rules, or
regulations.
c. Unauthorized expenditure of funds.
d. Noncompliance with applicable financial record requirements, accounting principles,
or standards established by OMB circulars and 2 C.F.R. §§ 200 et seq.
e. Noncompliance with recordkeeping, record retention, or reporting requirements.
Notwithstanding the suspension or termination of this Agreement, or the final determination of
the proper disposition of funds, the Subgrantees, without intent to limit or with restrictions, be
subject to the following:
f. Acknowledge that suspension or termination of this Agreement does not affect or
terminate any rights against that Party at the time of suspension or termination, or
that may accrue later. Nothing herein shall be construed to limit or terminate any right
or remedy available under Agreement.
g. Waiver of a breach or default of any term, covenant, or condition of this Agreement
or any federal, state, or local law, rule, or regulation shall not operate as a waiver of
any subsequent breach of the same or any other term, covenant, condition, law, rule,
or regulation.
The Subgrantee shall, upon notice or with knowledge obtained by itself or others, take any and
all proactive actions necessary, and provide any and all applicable remedies to address and
correct any act by itself, and any and all of its agents, representatives, officers, officials,
directors, employees, volunteers, successors, assigns, or subcontractors that resulted in any
wrongdoing (intentional or unintentional); misuse or misappropriation of funds; the incorrect or
improper disposition of funds; any violation of any federal, state, or local law, rule, or regulation;
or the breach of any certification or warranty provided in this Agreement.
13. PROCUREMENT. Subgrantee will comply with its procurement rules/policies All
entities/agencies/vendors/contractors shall be checked for suspension and disbarment prior to
purchasing services or entering into a contract. Use of suspended or disbarred vendors/contractors
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is strictly prohibited. Subgrantee shall comply with applicable federal regulations including 2 CRF
200.317 through 200.327.
14. AUDIT/MONITORING.
A. Subgrantee must comply with the record-keeping and other requirements of A.R.S. §§ 35-
214 and 35-215 and will direct its contractors and subcontractors at all tiers to also comply.
The Subgrantee agrees to comply with this Agreement and the following record keeping
requirements:
a. Records to be maintained - The Subgrantee shall maintain all financial records as
required by 2 C.F.R. § 200, and OMB Circulars;
b. System for Award Management -The Subgrantee and all subcontractors or
subgrantees shall have a valid Unique Entity Identifier (UEI) number and an active
profile in the federal System for Award Management, or SAM.gov. Documentation
of the UEI Number must be included in all project files. Subgrantees and
subcontractors will not receive a subaward until that entity has provided its UEI
number. 2 C.F.R. § 25.300; Appendix A to 2 C.F.R. § 25.
c. Records Retention - The Subgrantee shall retain all records pertinent to this
Agreement for a period of six (6) years after all requirements have been met. In the
event of litigation, a claim, or an audit is begun before the expiration of this retention
period, said records shall be retained until all such action or audit findings involving
the records have been resolved.
d. Disclosure - The Subgrantee understands that client information collected under this
Agreement is private and the use or disclosure of such information, when not directly
connected with the administration of the County's or the Subgrantee's
responsibilities with respect to services provided under this Agreement, is prohibited
unless written consent is obtained from such person receiving service.
e. Property Records - The Subgrantee shall maintain property and equipment inventory
records that clearly identify properties and equipment purchased, improved, or sold.
Properties and equipment retained shall continue to meet eligibility criteria and shall
conform to the use of property and equipment.
B. Failure of Subgrantee to comply with any requirements resulting from an audit will suspend
reimbursement by MCSO to Subgrantee and Subgrantee will not be eligible for any new award,
until Subgrantee is in complete compliance.
MCSO will monitor Subgrantee to ensure that program goals, objectives, performance
requirements, timelines, planned objectives, budgets, and all other related program criteria are
being met. Subgrantee must comply with applicable provisions governing MCSO access to
records, accounts, documents, information, facilities, and staff and must require any contractors,
successors, transferees, and assignees to comply with these same provisions. Subgrantee must
cooperate with any review or investigation conducted by MCSO and/or ACJC/ACJTIP. Subgrantee
must give MCSO and ACJC/ACJTIP access to and the right to copy records, accounts, and other
documents and sources of information related to the grant and permit access to facilities,
personnel, and other individuals and information related to the grant as deemed necessary by
MCSO or ACJC/ACJTIP. Subgrantee must submit timely, complete, and accurate reports to the
appropriate MCSO and ACJC/ACJTIP officials and maintain appropriate backup documentation.
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Subgrantee must comply with all applicable reporting, data collection, and evaluation
requirements prescribed by law or in program guidance.
15. AGREEMENT COMPLIANCE MONITORING/AUDITING. The County will monitor the
Subgrantee’s compliance as needed for fiscal and programmatic performance under the terms
and conditions of this Agreement and applicable regulations promulgated by Maricopa County.
On-site visits for compliance monitoring may be made by the County and/or its grantor
agencies at any time during the Subgrantee’s normal business hours announced and/or
unannounced. For auditing purposes, the County shall provide the Subgrantee with 30-days’
advance notice of any proposed on-site visit. During an on-site visit(s), the Subgrantee shall
reasonably make all its records and accounts related to work performed or services provided under
this Agreement available to the County for inspection and copying.
The County shall request information for fiscal monitoring/audit per OMB Uniform Guidance 2 C.F.R.
§ 200, to include as applicable:
a. Financial Management 2 C.F.R. § 200.302
b. Internal Controls 2 C.F.R. § 200.303
c. Bonds 2 C.F.R. § 200.304
d. Payment and Financial Reporting 2 C.F.R. § 200.305
e. Cost Sharing or Matching 2 C.F.R. § 200.306
f. Program Income 2 C.F.R. § 200.307
g. Revision of Budget and Program Plans 2 C.F.R. § 200.308
h. Period of Performance 2 C.F.R. § 200.309
i. Insurance Coverage 2 C.F.R. § 200.310
j. Record Retention and Access 2 C.F.R. §§ 200.334 – 200.338
k. Procurement Standards 2 C.F.R. § 200.318
l. Indirect Costs 2 C.F.R. § 200.414
m. Compensation-Personal Services 2 C.F.R. § 200.430
n. Audit Requirements 2 C.F.R. §§ 200.501-200.517
16. AUDIT DISALLOWANCES. The Subgrantee shall, upon written notice, reimburse the
County for any payments made under this Agreement that are disallowed by a federal, state, or
County audit. Court costs and attorney and expert fees incurred will be specifically identified as
applicable to the recovery of the disallowed costs in question.
If the County determines that a cost for which payment has been made is a disallowed cost,
then the County will notify the Subgrantee in writing of the disallowance and identify the required
course of action, which shall be at the option of the County, either to adjust any future claim
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submitted by the Subgrantee by the amount of the disallowance or to require immediate
repayment of the disallowed amount by the Subgrantee issuing a check payable to the County.
17. PROPERTY. Any County property furnished or leased pursuant to the terms of this
Agreement shall be utilized, maintained, repaired, and accounted for in accordance with
the instructions furnished by the County, and title to all such property shall revert to the County
upon the expiration or termination of this Agreement. The costs to repair such property is the
responsibility of the Subgrantee within the limits budgeted in this Agreement.
Any Subgrantee property furnished or purchased pursuant to the terms of the Agreement shall
be utilized, maintained, repaired, and accounted for by the Subgrantee or Subgrantee’s
subgrantee, as applicable. Repair costs of such property shall be the responsibility of the
Subgrantee or Subgrantee’s subgrantee, as applicable.
18. NONSUPPLANTING AGREEMENT. Subgrantee must not use funds received under this
Agreement to supplant Federal, State, Tribal or Local funds or other resources, and may be
required to document this.
A. CONTINGENCY RELATING TO OTHER AGREEMENTS AND GRANTS
i. The Subgrantee shall, during the term of this Agreement, within fifteen (15) business days
from acceptance, inform the Director in writing of the award of any other agreement or grant,
including any other agreement or grant awarded by the County, where the award may affect
either the direct or indirect costs being paid or reimbursed under this Agreement. The
Subgrantee’s failure to notify the County of any such agreement shall be a breach of this
Agreement and the County may immediately terminate this Agreement without liability.
ii. The Human Services Director may request, and Subgrantee shall provide within a
reasonable time, which shall not exceed ten (10) business days, a copy of all such other
agreements or grants, when, in the opinion of the Director, the award of the agreement or
grant may affect the costs being paid or reimbursed under this Agreement, except to the
extent prohibited by law.
iii. If the Human Services Director determines that the award to the Subgrantee from such
other agreements or grants has affected the costs being paid or reimbursed under this
Agreement, then the Director shall prepare an amendment to this Agreement effecting a cost
adjustment. If the Subgrantee disputes the proposed cost adjustment, then the dispute shall
be resolved pursuant to the "Disputes" paragraph of this Agreement.
19. FUNDS MANAGEMENT. Subgrantee will maintain funds received under this Agreement in
separate accounts and cannot mix these funds with funds from other sources. Subgrantee must
maintain the following business systems:
a. Financial Management
b. Procurement
c. Personnel
d. Property
e. Travel
To be adequate, a business system must be 1) complete and in writing, and 2) consistently
followed – Subgrantee must apply it in all circumstances, regardless of funding source.
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20. AVAILABILITY OF FUNDS. MCSO’s payment obligations under this Agreement are
conditioned on the availability of funds appropriated or allocated for this purpose, per
ACJC/ACJTIP Agreement 15PBJA-21-GG-04489-COAP. If funds are not allocated and available,
MCSO may terminate this Agreement at the end of the period for which funds are available. No
liability shall accrue to MCSO in the event this provision is exercised, and MCSO shall not be
obligated or liable for any future payments or for any damages as a result of termination under
this Paragraph, including purchases and/or contracts entered into by in the execution of this
Agreement.
21. NOTICES. All official notices, by either Party, required or permitted under this Agreement
will be in writing and will be given by personal delivery against receipt (including private courier
such as FedEx), email with “Read Receipt” or certified U.S. Mail, return receipt requested. All
notices will be sent to the addresses below or such other addresses as the Parties may specify
in the same manner. Notices will be deemed to have been given and received on the date of
actual receipt or on the date receipt was refused. Addresses are as follows:
For Subgrantee: Youturn Health –
Hamilton Baiden
CEO, Youturn Health
notices@youturnhealth.com
602-881-5389
For MCSO:
Shannon Scheel
Office of Special Programs
Director of Drug Prevention and Education Initiatives
550 West Jackson Street
Phoenix, Arizona 85003
Office: 602-876-5271
Email: S_Scheel@MCSO.maricopa.gov
For Subgrantee invoice transmittal to MCSO financial contact:
Cindy Turner
Finance Manager/Grant Administrator
550 West Jackson Street,
Phoenix, AZ 85003
Office: 602-876-3266
POC Email: CindyTurner@mcso.maricopa.gov
Cc: Cal Davidson, C_Davidson@mcso.maricopa.gov
22. CONFIDENTIALITY. The Parties may, at their discretion, and in connection with the
Project, disclose their respective proprietary or confidential information (“Confidential
Information”) to each other. To be protected hereunder, Confidential Information must be
marked confidential if disclosed in written or other tangible form. 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.
Nothing in this Agreement will be construed to convey to either Party any right, title or interest
in any Confidential Information provided by the other Party or any right, title or interest in any
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intellectual property of the Parties, including but not limited to, processes, copyrights or patents.
No license to the receiving Party under any trademark, patent or copyright is either granted or
implied by the conveying of Confidential Information to the receiving Party.
The receiving Party will not use, or disclose to any third party, Confidential Information of the
disclosing Party in any manner except for the purposes of this Agreement and will require that
its employees and agents who have access to such information maintain the same in strict
confidence subject to the same restrictions. By way of example, but not limitation, the receiving
Party will not use Confidential Information of the disclosing Party in connection with any patent
application, for any commercial purpose, or for the benefit of any third party.
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. The receiving Party’s obligations with respect to
Confidential Information will survive for three (3) years after the termination of this Agreement;
provided that the receiving Party's obligations hereunder will not apply if the receiving Party can
show, with convincing written evidence that the Confidential Information of the disclosing Party
received under this Agreement:
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.
Subgrantee retains the right to refuse acceptance of any Confidential Information that is not
required for the purposes of this Agreement.
23. INTELLECTUAL PROPERTY. General. Subject to any obligations to the United States
Government pursuant to the provisions of 35 U.S.C. sections 200-212 and applicable regulations
of Chapter 37 of the Code of Federal Regulations:
a) Intellectual Property resulting from the performance of the Project and created solely by
legal inventors or authors who are Subgrantee employees will be owned by Subgrantee
(“Subgrantee IP”).
b) Intellectual Property resulting from the performance of the Project and created solely by
legal inventors or authors who are MCSO’s employees will be owned by County (“County
IP”).
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c) Intellectual Property resulting from the performance of the Project and created jointly by
legal inventors who are Subgrantee’s employees and MCSO’s employees will be owned
jointly by Subgrantee, and MCSO (“Joint IP”).
d) Subgrantee and MCSO shall each retain ownership of all intellectual property and
materials owned by each of them prior to the Effective Date.
e) “Intellectual Property” means any inventions, discoveries, concepts, methods, processes,
data, copyrights, computer programs and related documentation, works of authorship
fixed in a medium of expression, or mask works, whether or not patentable, copyrightable
or subject to mask work rights or other similar statutory rights, as well as applications for
any such rights.
24. ENTIRE AGREEMENT; AMENDMENTS; COUNTERPARTS. This Agreement constitutes
the entire understanding between the Parties relating to the subject matter hereof and
supersedes any other agreement or understanding between the parties, including the MOU
establishing the partnership that enabled application for the grant funding. No amendment or
modification to this Agreement will be valid or binding upon the Parties unless made in writing
and signed by each party. This Agreement may be executed in counterparts, each of which will
be deemed an original. The Parties agree that should any part of this Agreement be held to be
invalid or void, the remainder of the Agreement will remain in full force and effect and will be
binding upon the Parties. Electronically transmitted and imaged copy signatures will be fully
binding and effective for all purposes.
25. WAIVERS. No waiver of this Agreement will be valid or binding unless written and signed
by the Parties. Waiver by either Party of any breach or default of any clause of this Agreement
by the other Party will not operate as a waiver of any previous or future default or breach of the
same or different clause of this Agreement.
26. ASSIGNMENT. Neither Party may transfer or assign this Agreement or any of other party’s
rights or obligations hereunder, directly or indirectly, or by operation of law, without that Party’s
prior written consent, and any attempt to the contrary will be void.
27. GOVERNING LAW AND VENUE. This Agreement will be governed by the laws of the State
of Arizona without regard to any conflicts of laws principles. Any proceeding arising out of or
relating to this Agreement will be conducted in Maricopa County, Arizona. Each Party consents
to such jurisdiction and waives any objection it may have to venue or convenience of forum.
28. CONFLICT OF INTEREST. The Parties acknowledge that this Agreement is subject to
cancellation by either Party pursuant to A.R.S. § 38-511. Under A.R.S. § 38-511, the Parties
may cancel this Agreement without penalty or further obligation within three years (3) after
execution of this Agreement, if any person significantly involved in initiating, negotiating,
securing, drafting or creating this Agreement on behalf of one Party at any time while this
Agreement or any extension of this Agreement is in effect, is or becomes an employee or agent
of any other Party to this Agreement in any capacity or consultant to any other party to this
Agreement with respect to the subject matter of this Agreement.
Additionally, pursuant to A.R.S. § 38-511, either Party may recoup any fee or commission paid
or due to any person significantly involved in initiating, negotiating, securing, drafting, or creating
this Agreement on behalf of the one Party from the other Party to this Agreement arising as the
result of this Agreement. A cancellation notice made under this Subparagraph shall be effective
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when the recipient receives a written notice of cancellation unless the notice specifies a later
date.
29. SUBGRANTEE PARTY STATUS.
Subgrantee is free to exercise its discretion and
independent judgment as to the method and means of performance of its work hereunder.
Subgrantee employees will not be considered employees of MCSO or the County, and neither
Subgrantee nor MCSO/County personnel will, by virtue of this Agreement, be entitled or eligible,
to participate in any benefits or privileges given or extended by the other party to its employees.
30. EMPLOYMENT DISCLAIMER. Each Party is an independent contractor under the
provisions of this Agreement and no officer, employee, or agent is to be considered an officer,
employee, or agent of the other Party.
This Agreement is not intended to constitute, create, give rise to, or to otherwise recognize a
joint venture, partnership, or other formal business association or organization of any kind, and
the rights and obligations of the Parties shall be only those expressly set forth in this Agreement.
The Subgrantee agrees that no individual performing under this Agreement on behalf of the
Subgrantee shall be considered a County agent, employee, or representative and those
individuals are not entitled County civil service rights, County retirement rights, or any other
rights provided under the County personnel rules, nor shall those rights accrue or apply to any
such individual.
The Subgrantee shall have total responsibility for all salaries, wages, bonuses, retirement,
withholdings, workers’ compensation, occupational disease compensation, unemployment
compensation, other employee benefits, and all taxes and premiums appurtenant thereto
concerning such individuals shall indemnify, defend, and hold harmless the County with respect
to the foregoing.
The County agrees that no individual performing under this Agreement on behalf of County may
be considered a Subgrantee agent, employee, or representative and that no rights of Subgrantee
civil service, Subgrantee retirement, or Subgrantee personnel rules shall accrue or apply to any
such individual.
The County shall have total responsibility for all salaries, wages, bonuses, retirement,
withholdings, workers’ compensation, occupational disease compensation, unemployment
compensation, other employee benefits, and all taxes and premiums appurtenant thereto
concerning such individuals and the County shall indemnify, defend, and hold harmless the
Subgrantee with respect to the foregoing.
31. TERMINATION. Either Party may at any time terminate this Agreement by giving the
other Party not less than thirty (30) days prior written notice. In the event this Agreement is
canceled by MCSO and grant funding remains available, MCSO will remain responsible for
payment to Subgrantee for all work performed through the date of termination and for
reimbursement to Subgrantee of all non-cancelable commitments incurred in the conduct of the
research. Unless grant funding becomes unavailable, non-cancelable commitments will include
employment commitments to Subgrantee personnel through the end of the semester following
any such termination by MCSO. In the event Subgrantee terminates this Agreement any unused
funds from the advance will be returned.
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The County may suspend or terminate this Agreement if the Subgrantee violates any term or
condition of this Agreement or if the Subgrantee fails to maintain a good-faith effort to carry out
the purpose of this Agreement.
32. DISPUTE RESOLUTION. In the event of any dispute, claim, question, or disagreement
arising from or relating to this Agreement or the breach thereof, the Parties hereto will use their
reasonable efforts to settle the dispute, claim, question, or disagreement. To this effect, they
will consult and negotiate with each other in good faith and, recognizing their mutual interests,
attempt to reach a just and equitable solution satisfactory to both Parties. The Parties agree to
arbitrate disputes filed in Maricopa County Superior Court that are subject to mandatory
arbitration pursuant to A.R.S. § 12-133.
33. INSURANCE. Subgrantee maintains general liability insurance and worker’s compensation
coverage as required by state law and pertinent federal laws and regulations under the State of
Arizona Risk Management Plan. Maricopa County is self- insured for liability and Youturn Health
is self-insured per A.R.S. § 41-621. Each Party will provide a certificate of coverage to the other
Party upon request.
34. INDEMNIFICATION. Each Party (as ‘indemnitor’) agrees to indemnify and hold harmless
the other Party (as ‘indemnitee’) from and against any and all claims, losses, liability, costs, or
expenses (including reasonable attorney 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/derivative liability to the indemnities, are caused
by the act, omission, negligence, misconduct, or other fault of the indemnitor, its officers,
officials, agents, employees, or authorized volunteers.
Should Youturn Health utilize a contractor(s) and/or subcontractor(s) in connection with the
Project, the indemnification clause between Subgrantee and its contractor(s) and
subcontractor(s) shall include the following:
To the fullest extent permitted by law, Contractor shall indemnify, and hold harmless the
ACJC, and the Maricopa County Sheriff’s Office, and any jurisdiction or agency issuing any
permits for any work arising out of this Agreement, and its departments, agencies, boards,
commissions, universities, officers, agents, and employees (hereinafter referred as
“Indemnitee”) only from and against any and all claims, actions, liabilities, damages, losses,
or expenses (including court costs, attorney’s fees and costs of claim processing, investigation
and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury
(including death), or loss or damage to tangible or intangible property caused, or alleged to
be caused, in whole or in part by the negligent or willful acts or omissions of the Contractor
or any of the directors, officer, agents or employees or subcontractors of such Contractor.
This indemnity includes any Claim or amount arising out of or recovered under the Workers’
Compensation Law or arising out of the failure of such Contractor to conform to any federal,
state or local law, statute, ordinance, rule, regulation or court decree. It is the specific
intention of the parties that the Indemnitee shall, in all instances, except for Claims arising
solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by
such Contractor from and against any and all claims. It is agreed that such Contractor will be
responsible for primary loss investigation, defense and judgment costs where this
indemnification is applicable. Additionally, on all applicable insurance policies, Contractor and
its subcontractors shall name the State of Arizona, and its departments, agencies, boards,
commissions, universities, officers, officials, agents, and employees as an additional insured
and also include a waiver of subrogation in favor of the State.
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35. NONDISCRIMATION. The Parties agree to comply with all applicable state and federal
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. 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.
A. MINIMUM WAGE REQUIREMENTS
The Subgrantee warrants that it shall pay all of its employees who are engaged in either
performing work or providing services under the terms of this Agreement not less than the
minimum wage specified under Section 206(a)(1) of the Fair Labor Standards Act of 1938,
as amended (29 U.S.C. §§ 201, et seq.), by law and regulation, and, as applicable,
Executive Order 13658, as amended, and as specified by Arizona law.
B. RECOGNITION OF COUNTY SUPPORT
The Subgrantee shall give recognition to the County and the funding source for its support
when the Subgrantee publishes materials or releases public information that is paid for in
whole or in part with funds received by the Subgrantee under this Agreement.
C. NONDISCRIMINATION, EQUAL OPPORTUNITY AND EQUAL ACCESS
The Subgrantee, in connection with any services or other activities under this Agreement,
shall not in any way discriminate against any person on the grounds of race, color, religion,
sex, national origin, age, disability, political affiliation or belief. The Subgrantee shall include
this clause in all its Subcontracts.
D. DISABILITY REQUIREMENTS
The Subgrantee agrees that any electronic or information technology offered under this
Agreement shall comply with A.R.S. §§41-2531 and 41-2532 and Section 508 of the
Rehabilitation Act of 1973, which requires that employees and members of the public shall
have access to and use of information technology that is comparable to the access and use
by employees and members of the public who are not individuals with disabilities.
36. LOBBYING. No federal appropriated funds have been paid or will be paid by or on behalf
of the Subgrantee to any person for influencing or attempting to influence an officer or employee
of any agency, a member of Congress, an officer or employee of Congress, or an employee of a
member of Congress in connection with the awarding of any federal agreement, the making of
any federal grant, the making of any federal loan, the entering into of any cooperative
agreement, and the extension, continuation, renewal, amendment, or modification of any federal
agreement, grant, loan, or cooperative agreement.
If any funds, other than federal appropriated funds, have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any agency, a member of
Congress, an officer or employee of Congress, or an employee of a member of Congress in
connection with any federal agreement, grant, loan or cooperative agreement, then the
Subgrantee shall complete and submit OMB Form-LLL, titled "Disclosure of Lobbying Activities,"
in accordance with its instructions and 31 U.S.C. § 1352.
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37. RELIGIOUS ACTIVITIES. The Subgrantee warrants that none of its costs incurred will
include any expense related to any religious activities.
38. POLITICAL ACTIVITY PROHIBITED. None of the funds, materials, property, or services
contributed by the County under this Agreement shall be used for any partisan political activity,
or to further the election or defeat of any candidate for public office.
39. IMMIGRATION LAWS AND REGULATIONS
Federal Immigration and Nationality Act
The Subgrantee understands and acknowledges the applicability of the Immigration Reform and
Control Act of 1986 (IRCA). The Subgrantee agrees to comply with the IRCA in performing under
this Agreement and to permit the County to reasonably inspect personnel records to verify such
compliance, to the extent required by law.
By entering into this Agreement, the Subgrantee warrants compliance with the Federal
Immigration and Nationality Act (FINA) and all other federal immigration laws and regulations
related to the immigration status of its employees. The Subgrantee shall obtain statements from
their subcontractors certifying compliance and shall furnish the statements to the County upon
request. These warranties shall remain in effect through the term of the Agreement. The
Subgrantee and their subcontractors shall also maintain Employment Eligibility Verification forms
(I-9) as required by the U.S. Department of Labor’s Immigration and Control Act for all
employees performing work under the Agreement. I-9 forms are available for download at
USCIS.GOV.
The County may request verification of compliance for any employee or subcontractor
performing work under the Agreement. Should the County suspect or find that the Subgrantee
or any of its subcontractors are not in compliance, then the County 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 or debarment (or both) of the Subgrantee. All costs
necessary to verify compliance are the responsibility of the subgrantee or its subcontractor.
Arizona Law: The Subgrantee warrants that it is in compliance with A.R.S. § 41-4401 (E-Verify
requirements) and further acknowledges that:
That the Subgrantee and their Vendors, 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;
A breach of a warranty under this Subparagraph 48.2.2 shall be deemed a material breach of
this Agreement and the County may immediately terminate this Agreement without liability; and
The County and any contracting government entity retain the legal right to inspect the papers
and employment records of the Subgrantee or their Vendor’s employees who works on this
Agreement to ensure that such Party or Vendor is complying with the warranty provided under
this Subparagraph 48.2.3 and that the Subgrantee agrees to make all papers and employment
records of those employees available during normal working hours in order to facilitate such an
inspection.
40. DRUG FREE WORKPLACE ACT
The Subgrantee shall comply with the Drug-Free Workplace Act of 1988 (41 U.S.C. §§ 701, et
seq.), which requires that Subgrantees and grantees of federal funds must certify that they will
15
provide Drug-Free workplaces. This certification is a precondition to receiving a grant or entering
into this Agreement.
41. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND
VOLUNTARY EXCLUSION
The undersigned, by signing this Agreement, represents that he/she has the authority to bind
the Subgrantee to the terms of this Certification. The Subgrantee, as the primary participant in
accordance with 2 C.F.R. Part 180, certifies to the best of its knowledge and belief that it and its
principals:
Are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any federal department or agency;
Have not within a 3-year period preceding the Start Date of this Agreement, been convicted of
or had a civil judgment rendered against them for (1) 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 a contract under a public transaction; (2) the violation of any federal or
State antitrust statutes or (3) the commission of embezzlement, theft, forgery, bribery,
falsification or destruction of records, making false statements, or receiving stolen property;
Are not presently indicted or otherwise criminally or civilly charged by a governmental entity
(federal, state, or local) with the commission of any of the offenses enumerated in Sub-
subparagraph 50.1.2 above; and
Have not, within a three-year period preceding the Start Date of this Agreement, had one or
more public transactions (federal, state, or local) terminated for cause or default.
The Subgrantee agrees to 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 Agreement.
Subgrantee Employee Whistleblower Rights and Requirement To Inform Employees of
Whistleblower Rights:
The Subgrantee agrees that this Agreement and its employees working on this Agreement will
be subject to the whistleblower rights and remedies in the federal pilot program 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;
The Subgrantee 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 the Subgrantee, and copies provided to County
upon request; and
The Subgrantee shall insert the substance of this clause, including this Paragraph 51.0, in all
subcontracts over the agreed upon simplified acquisition threshold ($250,000 as of June 2021).
42. WRITTEN CERTIFICATION PURSUANT TO A.R.S. § 35-393.01
If the Subgrantee engages in for-profit activity and has 10 or more employees, and if this
Agreement has a value of $100,000 or more, then the Subgrantee certifies it is not currently
engaged in and agrees for the duration of this Agreement not to engage in, a boycott of goods
and services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. §
4842 or a regulation issued pursuant to 50 U.S.C. § 4842.
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43. UYGHUR FORCED LABOR PREVENTION ACT (UFLPA)
The Subgrantee warrants and certifies that it does not currently, and agrees for the duration of
the agreement that it will not, use:
a. The forced labor of ethnic Uyghurs in the People’s Republic of China.
b. Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China.
c. Any contractors, subcontractors or suppliers that use the forced labor or any goods
or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of
China.
If the Subgrantee becomes aware during the term of the Agreement that the Subgrantee is not
in compliance with this paragraph, the Subgrantee shall notify the County within five business
days after becoming aware of the noncompliance. Failure of the Subgrantee to provide a written
certification that the Subgrantee has remedied the noncompliance within one hundred eighty
(180) days after notifying the public entity of its noncompliance, this Agreement shall terminate
unless the Term of this Agreement shall end prior to said one hundred eighty (180) day period.
44. ADVERTISING, PUBLICITY, NAMES AND MARKS. The Parties will not do any of the
following, without, in each case, the other Party’s prior written consent: (i) use any names,
service marks, trademarks, trade names, logos, or other identifying names, domain names, or
identifying marks of the other Party, 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 the other Party; or (iii) represent or imply any other Party
endorsement or support of any product or service in any public or private communication. Any
permitted use of the other party’s Marks must comply with the other Party’s requirements,
including using the ® indication of a registered mark.
45. FORCE MAJEURE. With the exception of a Party’s payment obligations for services already
rendered, no liability shall result from the delay in performance or nonperformance caused by
force majeure or circumstances beyond the reasonable control of the party affected, including,
but not limited to, acts of God, fire, flood, substantial snowstorm or
other weather condition, war, terrorism, embargo, any United States or foreign government
regulation, direction or request, accident, disease, pandemic or epidemic, strike or other labor
dispute or labor trouble, civil unrest, or any failure or delay of any transportation, power,
equipment or communications system, other emergencies that disrupt a Party’s operations, or
any other or similar cause beyond that Party’s reasonable control. The Party
which is so prevented from performing shall give prompt notice to the other Party of the
occurrence of such event of force majeure, the expected duration of such condition and the steps
which it is taking to correct such condition. This Agreement may be terminated by either Party
by written notice upon the occurrence of such event of force majeure which results in a delay of
performance hereunder exceeding thirty (30) days.
46. ORDER OF PRECEDENCE. In the event of any inconsistency between the conditions of
this Agreement, the inconsistency will be resolved by giving precedence in the following order:
(i) Agreement (ii) Exhibit B, the Prime Award, including any other special terms and conditions,
and (iii) Exhibit A, Statement of Work. If any inconsistency exists, MCSO will be responsible for
notifying Youturn Health.
47. PROVISIONS REQUIRED BY LAW Each and every provision of law and any clause
required by law to be in this Agreement will be read and enforced as though it were included
17
herein and, if through mistake or otherwise any such provision is not inserted, or is not correctly
inserted, then upon the application of either party, this Agreement will promptly be physically
amended to make such insertion or correction.
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their
duly authorized representatives on the respective dates entered below.
Youturn, LLC
MARICOPA COUNTY
By:
By:
Name:
Name:
Title:
Title:
Date:
Date:
ATTEST:
_________________________________
Juanita Garza
Date
Clerk of the Board of Supervisors
APPROVED AS TO FORM:
This_____ day of _____________, 20___
By: ______________________________
Deputy Maricopa County Attorney
EXHIBIT A
Subgrantee (Youturn Health) Scope of Work and
Budget
This Statement of Work (“SOW”) is an exhibit attached to, and made part of, the Agreement for
Services between Maricopa County Sheriff’s Office and Youturn, LLC dba Youturn Health, a private
company specializing in addiction, risk mitigation, stress management and behavioral health, and is
subject to the terms and conditions of such Agreement.
1. Summary
A. Through a combination of education, peer coaching, and family support, Youturn Health
works to improve outcomes for offenders around substance misuse, addiction, and suicidal
ideation. Select Youturn Health education modules will be available to all inmates in
electronic form over County’s delivery network. County will identify select high risk
offenders for Assertive Community Engagement (ACE) Peer Coaching. Offenders
participating in ACE Peer Coaching, and their families, will have access to Youturn peer
coaches as well as Youturn Health’s proprietary learning platform.
2. Services
A. License of Educational Content
i. For the term of the Agreement, Youturn Health will provide to County a nonexclusive,
nontransferable, and non-sublicensable license to use, distribute, display, and
transmit, in electronic form over Client’s internal networks, the following courses:
1. Behavioral Health: Understanding and Managing Mental Health
2. Substance Use Disorder: A Pathway through Addiction, Treatment, and
Support
ii. For the term of the Agreement, offenders, and the family of offenders, participating in
ACE Peer Coaching will be provided access to Youturn Health’s proprietary learning
platform. The platform allows confidential, 24/7/365 access for eligible participants.
Their family members can access the learning platform at any time to help increase
their understanding of recovery and overall mental health by providing education on
important topics as well access to training and assessments.
B. ACE Peer Coaching
i. Youturn Health will provide 880 participant months of one-on-one peer coaching
services. There is no set period of time in which the coaching months must be
utilized. They are available until used. As an estimate only, assuming six months of
average coaching per participant, this will provide one-on-one peer coaching to up to
147 offenders. Peer Coaching is delivered by Youturn Health employees with lived
experience to connect with a participant for ongoing and unlimited monthly support.
Offenders referred by County will be assigned to a Peer Coach within 24 hours of receipt
(Monday-Friday). Outreach will be made by the assigned Peer Coach to participants
within 48 hours of assignment by Youturn admissions.
ii. Standard Levels of Care. Youturn Health has established minimum levels of peer
coaching as outlined below. Peer coaches are trained to modify an offender’s level of
care based on the offender’s needs and progress. Tier One is default for incoming
offenders and will be altered at coach’s discretion.
1. Tier One: 1 successful video or phone call (min 10 min / max 45 min) and
at least one text message weekly (if offender has text access)
2. Tier two: 1 successful video or phone call (min 10 min / max 45 min) and
at least one text message biweekly (if offender has text access)
3. Tier three: 1 successful video or phone call (min 10 min / max 45 min)
and at least one text message monthly (if offender has text access)
iii. Standard Chase Periods. Youturn Health has established minimum levels of effort to
keep offenders engaged in peer coaching as outlined below. While minimums have
been set, peer coaches utilize their training and relationships to individualize a chase
strategy most effective to keep each given offender engaged.
1. Days 0-30: Two call attempts per week AND 1 supplemental text or email
2. Days 31-45: One call a week AND 1 supplemental text or email
iv. Standard Discharge Process. It is Youturn Health’s standard to discharge an offender
after unsuccessful contact attempts for 45 days. However, Youturn Health will
coordinate with the County in circumstances where this period needs to be shortened
or extended.
C. Implementation and Program Management
i. Youturn Health will work with County to:
1. Provide County access to educational courses to be provided over County
networks.
2. Establish referral process to enable County to enroll high risk offenders
into ACE Peer Coaching.
3. Provide offenders participating in ACE Peer Coaching, and their families,
access to the Youturn Health proprietary learning platform.
4. Establish lines of communication to ensure prompt delivery of any urgent
information regarding offenders in the program.
5. Collaborate on plans to create awareness of the program to ensure
maximum utilization.
6. Establish a standard monthly reporting process to include, at a minimum:
a. Number of referrals into peer coaching.
b. Number of offenders receiving peer coaching.
c. Number of discharges from peer coaching and reason for discharge.
d. Average length of engagement in peer coaching.
e. Average peer coaching contact statistics.
The budgeted amount, collectible on a reimbursement basis only, for the above-mentioned
scope of work, is up to $270,000. The budgeted amount will be paid incrementally upon receipt
of invoices from the subgrantee, and acceptance of deliverables by MCSO.
EXHIBIT B
Prime Award
EXHIBIT C
EXHIBIT D