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Contract #: 210148 CONTRACT PURSUANT TO PH RFP 210148 This Contract is entered into this 29" day of October 2020 by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and Neighborhood Outreach Access to Health, (“Contractor”) for the purchase of Mass Immunization Services and Administration V3. 1.0 2.0 3.0 CONTRACT TERM: 11 1.2 1.3 This Contract is for a term of three (3) years, beginning on the 29th day of October 2020 and ending the 28th day of October 2023. The County may, at its option and with the agreement of the Contractor, renew the term of this Contract for additional terms up to a maximum of two (2) additional years, (or at the County’s sole discretion, extend the contract on a month-to-month bases for a maximum of six (6) months after expiration), The County shall notify the Contractor in writing of its intent to extend the Contract term at least sixty (60) calendar days prior to the expiration of the original contract term, or any additional term thereafter. CONTRACT COMPLETION: The Contractor shall make all reasonable efforts for an orderly transition of its duties and responsibilities to another provider and/or to the County. This may include, but is not limited to the preparation of a transition plan and cooperation with the County or other providers in the transition. The transition includes the transfer of all records, and other data in the possession, custody or control of Contractor required to be provided to the County either by the terms of this agreement or as a matter of law. The provisions of this clause shall survive the expiration or termination of this agreement. PRICE ADJUSTMENTS: Any requests for reasonable price adjustments must be submitted sixty (60) calendar days prior to the Contract annual anniversary. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. The reasonableness of the request will be determined by comparing the request with the Consumer Price Index or by performing a market survey. If County agrees to the adjusted price terms, County shall issue written approval of the change and provide an updated version of the Contract. The new change shall not be in effect until the date stipulated on the Contract. PAYMENTS: 3.1 3.2 As consideration for performance of the duties described herein, County shall pay Contractor the total amounts agreed upon for each work assignment given. Payment shall be made upon the County’s receipt of a properly completed invoice. Page 1 of 31 3.3 3.4 Contract #: 210148 INVOICES: 3.3.1. The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s) will be made. Incomplete invoices will not be processed. At a minimum, the invoice must provide the following information: ° Company name, address and contact ° County bill-to name and contact information ° Contract Serial Number * County purchase order number . Project name and/or number . Invoice number and date . Payment terms . Date of service or delivery ° Quantity . Contract Item number(s) . Description of Purchase (product or services) . Pricing per unit of purchase . Total Amount Due 3.3.2 Problems regarding billing or invoicing shall be directed to the Department as listed on the Purchase Order. 3.3.3. Payment shall only be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site (http://www.maricopa.gov/922/Vendors). 3.3.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County. 3.3.5 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. APPLICABLE TAXES: 3.4.1. Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property performed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the Contractor’s invoices. 3.4.2 State and Local Transaction Privilege Taxes: To the extent any State and local transaction privilege taxes apply to sales made under the terms of this Contract it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority. 3.4.3. Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold Maricopa County harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or State and local laws and regulations, and any other costs including; transaction privilege taxes, unemployment compensation insurance, Social Security, and Worker’s Compensation. Page 2 of 31 4.0 5.0 6.0 3.5 3.6 3.7 Contract #: 210148 TAX (SERVICES): No tax shall be invoiced or paid against Contractor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes. STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE): The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts. Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the successful Respondent under this solicitation, a member of $AVE may access a contract resulting from a solicitation issued by the County. INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s): County currently holds ICPA’s with numerous governmental entities. These agreements allow those entities, with the approval of the Contractor, to purchase their requirements under the terms and conditions of the County Contract. It is the responsibility of the non-County government entity to perform its own due diligence on the acceptability of the Contract under its procurement rules, processes and procedures. AVAILABILITY OF FUNDS: 4] 4.2 The provisions of this Contract relating to payment for services shall become effective when funds assigned for the purpose of compensating the Contractor as herein provided are actually available to County for disbursement. The County shall be the sole judge and authority in determining the availability of funds under this Contract. County shall keep the Contractor fully informed as to the availability of funds. If any action is taken by, any State agency, Federal department, or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in connection with, this Contract. In the event of termination, County shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services are performed in accordance with the provisions of this Contract. County shall give written notice of the effective date of any suspension, amendment, or termination under this Section, at least ten (10) days in advance. DUTIES: 3.1 The Contractor shall perform all duties stated in Exhibit “B”, or as otherwise directed in writing by the Procurement Officer. TERMS AND CONDITIONS: 6.1 INDEMNIFICATION: To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are not covered and paid by insurance purchased by the Contractor, the Contractor shall defend indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys’ fees for appellate proceedings) arising out of, or alleged to have resulted from the negligent acts, errors, omissions, or mistakes relating to the performance of this Contract. Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, agents, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to, impairment Page 3 of 31 6.2 Contract #: 210148 of, or destruction of tangible property, including loss of use resulting there from, caused by negligent acts, errors, omissions, or mistakes in the performance of this Contract, but only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, any one directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. The scope of this indemnification does not extend to the sole negligence of County. INSURANCE: 6.2.1 6.2.2 6.2.3 6.2.4 6.2.5 6.2.6 6.2.7 6.2.8 Contractor, at Contractor’s own expense, shall purchase and maintain the herein stipulated minimum insurance from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++-. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County. All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the Contract is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this Contract. Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the County’s right to coverage afforded under the insurance policies. The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to County under such policies. Contractor shall be solely responsible for the deductible and/or self-insured retention and County, at its option, may require Contractor to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. The insurance policies required by this Contract, except Workers’ Compensation and Errors and Omissions, shall name County, its agents, representatives, officers, directors, officials and employees as Additional Insureds. The policies required hereunder, except Workers’ Compensation and Errors and Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against County, its agents, representatives, officers, directors, officials and employees for any claims arising out of Contractor’s work or service. Commercial General Liability: Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third party action Page 4 of 31 6.2.9 6.2.10 6.2.11 6.2.12 6.2.13 6.2.14 Contract #: 210148 over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. Automobile Liability: Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella insurance with a combined single limit for bodily injury and property damage of not less than $2,000,000 each occurrence with respect to any of the Contractor’s owned, hired, and non-owned vehicles assigned to or used in performance of the Contractor’s work or services or use or maintenance of the premises under this Contract. Workers’ Compensation: Workers’ Compensation insurance to cover obligations imposed by Federal and State statutes having jurisdiction of Contractor’s employees engaged in the performance of the work or services under this Contract; and Employer’s Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. Contractor, its contractors and its subcontractors waive all rights against Contract and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability insurance obtained by Contractor, its contractors and its subcontractors pursuant to this Contract. Professional Liability: Contractor shall maintain Professional Liability insurance which will provide coverage for any and all acts arising out of the work or services performed by the Contractor under the terms of this Contract, with a limit of not less than $1,000,000 for each claim, and $3,000,000 aggregate claims. Medical Malpractice: Medical Malpractice insurance and, if necessary, Commercial Umbrella insurance, which will insure and provide coverage for Medical Malpractice of the Contractor, with limits of no less than $3,000,000 for each claim. Sexual molestation and physical abuse: The policy shall be endorsed to include coverage for sexual molestation and physical abuse at limits not less than $2,000,000.00 per occurrence and $4,000,000.00 aggregate. These limits may be included within a General Liability policy, Professional Liability policy or provided by separate endorsement with its own limits as required. Contractor must provide the following statement on their Certificate(s) of Insurance: “Sexual molestation and physical abuse coverage is included.” Policies/certificates stating that “Sexual molestation and physical abuse coverage is not excluded” do not meet this requirement. Commercial General Liability - Occurrence Form 6.2.14.1 Policy shall include bodily injury, property damage and broad form contractual liability coverage. a. The policy shall be endorsed to include coverage for physical/sexual abuse and molestation. b. The policy shall be endorsed to include the following additional insured language: “( ) its subsidiary, parent, associated and/or affiliated entities, Page 5 of 31 6.2.15 6.2.16 Contract #: 210148 successors, or assigns, its elected officials, trustees, employees, agents, and volunteers shall be named as additional insureds with respect to liability arising out of the activities performed by, or on behalf of the Contractor". 6.2.14.2 Minimum Limits: General Aggregate $4,000,000 Each Occurrence Limit $2,000,000 Personal/Advertising Injury $1,000,000 Sexual Abuse/Molestation $2,000,000 Certificates of Insurance: 6.2.15.1 Prior to Contract award, Contractor shall furnish the County with valid and complete certificates of insurance, or formal endorsements as required by the Contract in the form provided by the County, issued by Contractor’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Contract are in full force and effect. Such certificates shall identify this contract number and title. 6.2.15.2 In the event any insurance policy(ies) required by this Contract is(are) written on a claims made basis, coverage shall extend for two years past completion and acceptance of Contractor’s work or services and as evidenced by annual Certificates of Insurance. 6.2.15.3 If a policy does expire during the life of the Contract, a renewal certificate must be sent to County fifteen (15) calendar days prior to the expiration date. Cancellation and Expiration Notice: Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to Maricopa County. Contractor must provide to Maricopa County, within two (2) business days of receipt, if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to Maricopa County Office of Procurement Services and shall be mailed or hand delivered to 320 West Lincoln Street, Phoenix, AZ 85003, or emailed to the Procurement Officer noted in the solicitation. 6.3 FORCE MAJEURE: 6.3.1 6.3.2 Neither party shall be liable for failure of performance, nor incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Contract if such delay or failure is caused by events, occurrences, or causes beyond the reasonable control and without negligence of the parties. Such events, occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, interruption or failure of electricity or telecommunication service. Each party, as applicable, shall give the other party notice of its inability to perform and particulars in reasonable detail of the cause of the inability. Each party must use best Page 6 of 31 6.4 6.5 6.6 6.3.3 Contract #: 210148 efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply. The party asserting Force Majeure as a cause for non-performance shall have the burden of proving that reasonable steps were taken to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated. INSPECTION OF SERVICES: 6.4.1 6.4.2 6.4.3 6.4.4 The Contractor shall provide and maintain an inspection system acceptable to County covering the services under this Contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to County during Contract performance and for as long afterwards as the Contract requires. County has the right to inspect and test all services called for by the Contract, to the extent practicable at all times and places during the term of the Contract. County shall perform inspections and tests in a manner that will not unduly delay the work. If any of the services do not conform to Contract requirements, County may require the Contractor to perform the services again in conformity with Contract requirements, at no cost to the County. When the defects in services cannot be corrected by re-performance, County may: 6.4.3.1 Require the Contractor to take necessary action to ensure that future performance conforms to Contract requirements; and 6.4.3.2 Reduce the Contract price to reflect the reduced value of the services performed. If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with Contract requirements, County may: 6.4.4.1 By Contract or otherwise, perform the services and charge to the Contractor, through direct billing or through payment reduction, any cost incurred by County that is directly related to the performance of such service; or 6.4.4.2 Terminate the Contract for default. ORDERING AUTHORITY: Any request for purchase shall be accompanied by a valid purchase order, issued by Office of Procurement Services, a Purchase Order issued by the using Department or direction by a Certified Agency Procurement Aid (CAPA) with a Purchase Card for payment. NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION: 6.6.1 6.6.2 This Contract does not guarantee any minimum or maximum purchases will be made. Orders will only be placed under this Contract when the County identifies a need and proper authorization and documentation have been approved. Contractors agree to accept verbal notification of cancellation of Purchase Orders from the County Procurement Officer with written notification to follow. Contractor specifically acknowledges to be bound by this cancellation policy. Page 7 of 31 6.7 6.8 6.9 6.10 6.11 Contract #: 210148 PURCHASE ORDERS: County reserves the right to cancel Purchase Orders within a reasonable period of time after issuance. Should a Purchase Order be canceled, the County agrees to reimburse the Contractor for actual and documentable costs incurred by the Contractor in response to the Purchase Order. The County will not reimburse the Contractor for any costs incurred after receipt of County notice of cancellation, or for lost profits, shipment of product prior to issuance of Purchase Order, etc. SUSPENSION OF WORK: The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time that the Procurement Officer determines appropriate for the convenience of the County. No adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Contractor. No request for adjustment under this clause shall be granted unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the Contract. STOP WORK ORDER: The Procurement Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of ninety (90) calendar days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 calendar days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Procurement Officer shall either: 6.9.1 Cancel the stop work order; or 6.9.2 Terminate the work covered by the order as provided in the Default, or the Termination for Convenience clause of this Contract. 6.9.3. The Procurement Officer may make an equitable adjustment in the delivery schedule and/or Contract price, or otherwise, and the Contract shall be modified, in writing, accordingly, if the Contractor demonstrates that the stop work order resulted in an increase in costs to the Contractor. TERMINATION FOR CONVENIENCE: Maricopa County may terminate the Contract for convenience by providing sixty (60) calendar days advance notice to the Contractor. TERMINATION FOR DEFAULT: The County may, by written notice of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: 6.11.1 Deliver the supplies or to perform the services within the time specified in this Contract or any extension; 6.11.2 Make progress, so as to endanger performance of this Contract; or 6.11.3 Perform any of the other provisions of this Contract. Page 8 of 31 6.12 6.13 6.14 6.15 Contract #: 210148 The County’s right to terminate this contract under these subparagraphs may be exercised if the Contractor does not cure such failure within ten (10) business days (or more if authorized in writing by the County) after receipt of the notice from the Procurement Officer specifying the failure. STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST: Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without penalty or further obligation within three years after execution of the Contract, if any person significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the County is at any time while the Contract or any extension of the Contract is in effect, an employee or agent of any other party to the Contract in any capacity or consultant to any other party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to A.R.S § 38-511 the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the County from any other party to the Contract arising as the result of the Contract. CONTRACTOR LICENSE REQUIREMENT: 6.13.1 The Contractor shall procure all permits, insurance, licenses and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any required certification requirements, required by any and all governmental or non-governmental entities as mandated to maintain compliance with and in good standing for all permits and/or licenses. The Contractor shall keep fully informed of existing and future trade or industry requirements, Federal, State and Local laws, ordinances, and regulations which in any manner affect the fulfillment of a Contract and shall comply with the same. Contractor shall immediately notify both Office of Procurement Services and the Department of any and all changes concerning permits, insurance or licenses. LICENSURE/CERTIFICATION 6.14.1 Contractor shall comply with all applicable provisions of law and other rules and regulations of any and all governmental, accrediting and/or regulatory authorities relating to the licensure and regulation of health care providers and physicians. 6.14.2 Upon request, Contractor agrees to allow County, to the extent permitted by law, access to credentials of Qualified Physicians and Qualified Providers who are providing services to Department under the terms and conditions of this Contract. 6.14.3 Contractor expressly agrees that it shall comply with all rules, regulations, orders, standards and interpretations promulgated pursuant to the Occupational Safety and Health Act of 1970 (and to the Occupational and Safety Health Act of the State of Arizona), including but not limited to training, provision of personal protective equipment, provision of post-exposure prophylaxis, adherence to appropriate lock out/tag out procedures, and providing all notices, material safety data sheets, labels, etc. required by the right-to-know-standard. SUBCONTRACTING: 6.15.1 The Contractor may not assign to another contractor or subcontract to another party for performance of the terms and conditions hereof without the written consent of the County. All correspondence authorizing subcontracting must reference the Contract Number and identify the job project. 6.15.2 The subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates or the County has approved the increase. The subcontractor’s invoice shall be invoiced directly to the Prime Contractor, who in turn shall pass-through the costs to the County, without mark-up. A copy of the subcontractor’s invoice must accompany the Prime Contractor’s invoice. Page 9 of 31 6.16 6.17 6.18 6.19 6.20 6.21 6.22 6.23 Contract #: 210148 AMENDMENTS: All amendments to this Contract shall be in writing and approved/signed by both parties. The designated Procurement Officer shall be responsible for approving all amendments for Maricopa County. ADDITIONS/DELETIONS OF REQUIREMENTS: The County reserves the right to add and/or delete materials and services to a Contract. If a service requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of service reduced in accordance with the bid price. If additional materials or services are required from a Contract, prices for such additions will be negotiated between the Contractor and the County. STRICT COMPLIANCE: Acceptance by County of a performance that is not in strict compliance with the terms of the Contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of the Contract. VALIDITY: The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of the Contract. SEVERABILITY: The removal, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of this Contract. RIGHTS IN DATA: The County shall have the use of data and reports resulting from a Contract without additional cost or other restriction except as may be established by law or applicable regulation. Each Party shall supply to the other Party, upon request, any available information that is relevant to a Contract and to the performance thereunder. NON-DISCRIMINATION: Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009- 09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Arizona State Library Research website (http://azmemory.azlibrary.20v/cdm/singleitem/collection/execorders/id/680/rec/1) which is hereby incorporated into this contract as if set forth in full herein. During the performance of this Contract, Contractor shall not discriminate against any employee, client or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability or national origin. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION: 6.23.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the best of his or her knowledge and belief that the Contractor, it’s current officers and directors; 6.23.1.1 are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from being awarded any contract or grant by any United States Department or Agency or any state, or local jurisdiction; Page 10 of 31 6.24 6.23.2 Contract #: 210148 6.23.1.2 have not within three (3) year period preceding this Contract; 6.23.1.2.1 been convicted of fraud or any criminal offense in connection with obtaining, attempting to obtain, or as the result of performing a government entity (Federal, State or local) transaction or contract; and 6.23.1.2.2 been convicted of violation of any Federal or State antitrust statues or conviction for embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property regarding a government entity transaction or contract; 6.23.1.2.3 are not presently indicted or criminally charged by a government entity (Federal, State or local) with commission of any criminal offenses in connection with obtaining, attempting to obtain, or as the result of performing a government entity public (Federal, State or local) transaction or contract; and are not presently facing any civil charges from any governmental entity regarding obtaining, attempting to obtain, or from performing any governmental entity contract or other transaction; and have not within a three (3) year period preceding this Contract had any public transaction (Federal, State or local) terminated for cause or default. 6.23.1.3 If any of the above circumstances described in the paragraph are applicable to the entity submitting a bid for this requirement, include with your bid an explanation of the matter including any final resolution. The Contractor shall include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Contract. VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS: 6.24.1 6.24.2 By entering into the Contract, the Contractor warrants compliance with the Immigration and Nationality Act (INA using e-verify) and all other Federal immigration laws and regulations related to the immigration status of its employees and A.R.S. §23-214(A). The Contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the Procurement Officer upon request. These warranties shall remain in effect through the term of the Contract. The Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and Control Act of 1986, as amended from time to time, for all employees performing work under the Contract and verify employee compliance using the E-verify system and shall keep a record of the verification for the duration of the employee’s employment or at least three (3) years, whichever is longer. I-9 forms are available for download at USCIS.GOV. The County retains the legal right to inspect Contractor and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 6.24.1 of this Section. Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the Contract and may pursue any and all remedies allowed by law, including, but not limited to; suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. Page 11 of 31 6.25 6.26 6.27 6.28 Contract #: 210148 INFLUENCE: As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct may be grounds for Disbarment or Suspension under MC1-902. An attempt to influence includes, but is not limited to: 6.25.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type of valuable contribution or subsidy, 6.25.2 That is offered or given with the intent to influence a decision, obtain a contract, garner favorable treatment, or gain favorable consideration of any kind. If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract. CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLERBLOWER RIGHTS: 6.26.1 The Parties agree that this Contract and employees working on this Contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112-239) and section 3.908 of the Federal Acquisition Regulation; 6.26.2 Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by Contractor and copies provided to County upon request. 6.26.3 Contractor shall insert the substance of this clause. including this paragraph, in all subcontracts over the simplified acquisition threshold ($150,000 as of September 2013). UNIFORM ADMINISTRATIVE REQUIREMENTS: By entering into this contract the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, PART 200—-UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 CFR. § 200 et seq. ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW: 6.28.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the Contractor agrees to retain (physical or digital copies of) all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract for six (6) years after final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is latest. The County, Federal or State auditors and any other persons duly authorized by the Department shall have full access to, and the right to examine, copy and make use of, any and all said materials. 6.28.2 If the Contractor’s books, records , accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract are not sufficient to support and Page 12 of 31 6.29 6.30 6.31 Contract #: 210148 document that requested services were provided, the Contractor shall reimburse Maricopa County for the services not so adequately supported and documented. AUDIT DISALLOWANCES: If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check or a deduction from current invoices submitted by the Contractor equal to the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County. OFFSET FOR DAMAGES: In addition to all other remedies at Law or Equity, the County may offset from any money due to the Contractor any amounts Contractor owes to the County for damages resulting from breach or deficiencies in performance of the Contract. CONFIDENTIAL INFORMATION: Any information obtained in the course of performing this Contract may include information that is proprietary or confidential to the County. This provision establishes the Contractor’s obligation regarding such information. The Contractor shall establish and maintain procedures and controls that are adequate to assure that no information contained in its records and/or obtained from the County or from others in carrying out its functions (services) under the Contract shall be used by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract. The Contractor’s procedures and controls at a minimum must be the same procedures and controls it uses to protect its own proprietary or confidential information. If, at any time during the duration of the Contract, the County determines that the procedures and controls in place are not adequate, the Contractor shall institute any new and/or additional measures requested by the County within fifteen (15) calendar days of the written request to do so. Any requests to the Contractor for County proprietary or confidential information s shall be referred to the County for review and approval, prior to any dissemination. PROTECTED HEALTH INFORMATION: In collecting, maintaining, using and disclosing information, contractor shall comply with all applicable federal and state laws and regulations which protect confidential health information, including, but not limited to the Health Insurance Portability and Accountability Act of 1996 (HIPAA), 42 C.F.R. Part 2, A.R.S. §§ 18-551 (Data Security Breaches), A.R.S. §§ 12-2291 et seq. (Confidentiality of Medical Records), and A.R.S. §§ § 36-661 et seq. (Confidentiality of Communicable Disease Information). Contractor shall not act or fail to act in a way that would cause MCDPH to be noncompliant with applicable federal or state laws or regulations which protect confidential health information. Contractor shall cooperate to mitigate, to the extent practicable, any harmful effect that is known to it of an unlawful or unauthorized use or disclosure of confidential health information. To ensure the confidentiality of confidential health information, contractor shall be fully compliant, through automation and manual processes, with the standards for electronic transactions under HIPAA. Contractor shall execute, and cause employees, subcontractors, and agents to execute, all applicable confidentiality agreements and SARA Alert System user access agreements, if deemed necessary by MCDPH. Any system breaches, confirmed or suspected, shall be reported by Contractor to the MCDPH within 24 hours. Page 13 of 31 6.33 6.34 6.35 6.36 6.37 6.38 6.39 Contract #: 210148 PUBLIC RECORDS: Under Arizona law, all Offers submitted and opened are public records and must be retained by the Records Manager at the Office of Procurement Services. Offers shall be open to public inspection and copying after Contract award and execution, except for such Offers or sections thereof determined to contain proprietary or confidential information by the Office of Procurement Services. If an Offeror believes that information in its Offer or any resulting Contract should not be released in response to a public record request under Arizona law, the Offeror shall indicate the specific information deemed confidential or proprietary and submit a statement with its offer detailing the reasons that the information should not be disclosed. Such reasons shall include the specific harm or prejudice which may arise from disclosure. The Records Manager of the Office of Procurement Services shall determine whether the identified information is confidential pursuant to the Maricopa County Procurement Code. PRICES: Contractor warrants that prices extended to County under this Contract are no higher than those paid by any other customer for these or similar services. INTEGRATION: This Contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, proposals, communications, understandings, representations, or agreements, whether oral or written, express or implied. RELATIONSHIPS: 6.36.1 In the performance of the services described herein, the Contractor shall act solely as an independent contractor, and nothing herein or implied herein shall at any time be construed as to create the relationship of employer and employee, co-employee, partnership, principal and agent, or joint venture between the County and the Contractor. 6.36.2 The County reserves the right of final approval on proposed staff for all Task Orders. Also, upon request by the County, the Contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two (2) business days, unless previously approved by the County. GOVERNING LAW: This Contract shall be governed by the laws of the State of Arizona. Venue for any actions or lawsuits involving this Contract will be in Maricopa County Superior Court, Phoenix, Arizona. ORDER OF PRECEDENCE: In the event of a conflict in the provisions of this Contract and Contractor’s license agreement, if applicable, the terms of this Contract shall prevail. INCORPORATION OF DOCUMENTS: The following are to be attached to and made part of this Contract: 6.39.1 Exhibit A, Pricing; 6.39.2 Exhibit B, Scope of Work; 6.39.3 Exhibit C, Business Associate Agreement Page 14 of 31 Contract #: 210148 NOTICES: All notices given pursuant to the terms of this Contract shall be addressed to: For County: For Contractor: Maricopa County Public Health Neighborhood Outreach Access to Health ATTN: Cheryl Bucalo ATTN: Wendy Armendariz 4041 N. Central Avenue, #1400 7500 N. Dreamy Drive, Suite 145 Phoenix, AZ 85012 Phoenix, AZ 85020 (602) 506-6886 chery].bucalo@maricopa.gov Phone (602) 786-0003 warmendariz/@honorhealth.com Page 15 of 31 Contract #: 210148 IN WITNESS WHEREOF, this Contract is executed on the date set forth above. CONTRACTOR AUTHORIZED SIGNATURE d Wendy Armendariz, CEO PRINTED NAME AND TITLE 7500 N. Dreamy Draw Dr., Suite 145, Phoenix, AZ 85020 ADDRESS 10/30/2020 DATE MARICOPA COUNTY CHAIRMAN, BOARD OF SUPERVISORS DATE ATTESTED: CLERK OF THE BOARD DATE APPROVED AS TO FORM: DEPUTY COUNTY ATTORNEY DATE Page 16 of 31 Contract #: 210148 EXHIBIT A: ATTACHMENT A PRICING SHEET BIDDER NAME: Neighborhood Outreach Access (o Health FED/VENDOR #0 ee BIDDER ADDRESS:7500.N, Dreamy Draw Dr, Suite os, Phoenix. AZ 85021 AZ.85020 P.O, ADDRESS: _ Ss BIDDER PHONE #:602-786-0003 BIDDER PAX #: 602-314-577] COMPANY WEB SITE: www soabhelns.ore COMPANY CONTACT (REP): Wendy Annondariz §-MAIL ADDRESS (REP):wwarmendariz@honorhealth.com, PAYMENT TERMS: NET 30 COMPENSATION/FEES: BATE 1) Vaccine unit cost for each vaccination admittistered to; - an uniusured/unterinsured individual $18.08 per vaccine given 18 years af age or older 2) Administration unit cost for vach vaccination administered to - an unlusnredsunderinsiined individual BB years of age or.older or $22.30 per individual = att wninsuredéunderinsured child $22,360 per individual under the age of 18 Respondent's signature below indicates understanding and agreement to perform the services outlined in the Request for Proposal for the all-inclusive rates as listed above. Ld id = — 1078/2020 Sigtture (REQUIRE Date Page 17 of 31 Contract #: 210148 EXHIBIT B Scope of Work Original Scope of Work from Solicitation: 2.0 SCOPE OF WORK: 21 2.2 23 24 2.5 It is desired that any Contractor intending to provide immunization services to children under the terms of this third re-solicitation effort shall already be enrolled in the Vaccine for Children (VFC) program and be able to immunize children 6 months through 18 years of age as well as adults. 2.1.1 Contractors who are not currently enrolled in the program but are committed to enrolling and have already begun the process may also be accepted with the understanding that until such time their enrollment in the VFC program has been verified, MCDPH reserves the right to limit the work awarded to them. Contractor shall have and maintain throughout the period of performance, sufficient qualified staff to perform all functions related to administering immunizations, including but not limited to, patient registration, screening, and vaccinations. 2.2.1. Contractor shall ensure at least one bilingual staff person is available at each site. 2.2.2 Contractor shall verify and ensure all clinic staff members are licensed and/or certified to administer immunizations. 2.2.2.1 In addition, all staff must be trained in the following: 2.2.2.1.1 hands-on injection techniques. 2.2.2.1.2 clinical evaluation of indications and contraindications of vaccines based on the Advisory Committee of Immunization Practices (ACIP). 2.2.2.1.3 the recognition and treatment of emergency reactions to immunizations. 2.2.2.1.4 Basic Life Support including possession of a current certification. 2.2.2.1.5 Proper use of personal protective equipment (PPE), especially as it relates to proper protection from COVID-19 Contractor shall provide vaccines at community sites such as schools, churches, community locations, and be prepared to immunize children, adults, and older adults. Contractor shall perform services at community-based clinic locations as directed by MCDPH ensuring the influenza vaccine is administered to clients based on the current ACIP recommendations. These include administering the vaccine to anyone 6 months of age and older. Contractor shall work with representatives of the chosen locations to discuss cost, insurance, set- up and tear down requirements, and any other information that may be required for each location. 2.5.1 Contractor shall enforce current social distancing guidelines as set forth by Centers for Disease Control (CDC) and/or Arizona Department of Health Services (ADHS). 2.5.2 Contractor shall provide all clients with a safe, temperature-controlled environment in which to wait for services. Page 18 of 31 2.6 2.7 2.8 29 Contract #: 210148 2.5.3. All locations shall be American Disabilities Act (ADA) compliant and clients with Disabilities or Access and Functional Needs (DAFN) shall be able to access the clinic without the need for accommodation. Contractor shall obtain sufficient Influenza vaccine (defined as the number of vaccinations the Contractor is intending to provide under the terms of this contract) and properly store it until used. Contractor shall transport vaccines to community clinics in a manner consistent with manufacturer’s recommendations and in a qualified container designed for vaccine transport. Contractor shall ensure the vaccines always remain within the temperature range recommended by the CDC and its manufacturer. 2.7.1 Contractor shall always ensure proper storage of vaccine based on manufacturer’s requirements. If at any time, or for any reason, Contractor believes that a malfunction might have occurred and the vaccine’s temperature has failed to remain in compliance with the proper storage requirements, Contractor shall immediately notify MCDPH. 2.7.2. Temperatures shall be monitored on-site using a continuous temperature recording device as recommended by the CDC. MCDPH recommends the use of a digital data logger. Contractor shall provide all supplies needed to administer the vaccine in accordance with ACIP and MCDPH recommendations. They shall also ensure staff utilize appropriate PPE while conducting work under the terms of this contract. All PPE shall be used as indicated and in accordance with current MCDPH and/or CDC guidelines or best practices. 2.8.1 Confirmation that all supplies and materials used conform to governmental industry standards and either meet or exceed the minimum performance requirements in use at their time of service shall be declared and agreed to. 2.8.2 Supplies that have yet to receive approval but have been granted an Emergency Use Authorization (EUA) must maintain a copy of the EUA on file. Current EUAs in use may be found at https:/Awww.fda.gov/medical-devices/emergency -situations-medical- devices/emergency-use-authorizations#covid19ivd 2.8.3 ©MCDPH may have a limited supply of vaccines and/or personal protective equipment (PPE) to provide to Contractors, however proposals should not assume these items will be available. 2.8.3.1 Any supplies provided to the Contractor may be charged against the final invoice decreasing the total amount paid for each unit of service. These amounts shall be discussed and agreed upon in advance of MCDPH providing Contractor supplies. Contractor shall perform all requested vaccinations on the population(s) identified by MCDPH and in accordance with the following ACIP guidelines and recommendations: 2.9.1 Contractor shall screen all patients for medical contraindications and allergies for the vaccines(s) being offered at the clinic. 2.9.2 Contractor shall follow manufacturers’ instructions for correct age, injection dose, site, and route. 2.9.2.1 Contractor shall provide quadrivalent vaccine to Maricopa County residents aged 6 months and above. 2.9.2.2 Contractor shall provide high dose vaccine for people 65 years of age and older Page 19 of 31 2.10 2.11 2.12 2.13 2.14 2.15 Contract #: 210148 2.9.3 Contractor shall document each immunization with name of person being vaccinated; date of birth; vaccination date; vaccination type; lot number; manufacturer; patient receipt of most up to date Vaccine Information Statement (VIS), including edition date and date VIS was provided; injection site; vaccination route; dosage; and name, title, and office/company address of person who administered the vaccine. 2.9.4 Contractor shall provide patients with documentation of immunization for their personal records and to share with their medical providers. 2.9.5 Contractor shall report any adverse events to the Vaccine Adverse Event Reporting System (VAERS): https://vaers.hhs.gov/index Contractor shall provide the necessary immunizations to anyone requesting a vaccine regardless of their ability to pay or the applicability of any insurance. All immunizations provided shall be documented and provided to MCDPH monthly for potential compensation. Contractor shall submit for reimbursement to all major health plans, AHCCCS, Medicaid, and Medicare plans. Contractor shall include a list of all health care plans they currently work with in their proposal. The inability to bill all health plans does not prevent a Respondent from being awarded a contract. Contractor shall report all Influenza vaccines administered to the Arizona Immunization Information System within 30 days of administration. Contractor shall provide a community clinic report form to MCDPH within 24 hours of each vaccination clinic by email or fax. Contractor shall accept compensation based on the per unit costs as shown in Attachment A, Pricing Sheet. 2.14.1 Payment of a flat rate for each vaccine given and a pre-determined administration fee shall be made for each uninsured/underinsured patient 18 years of age or older. 2.14.2 For children under the age of 18 and not covered by a commercial health plan, the Contractor shall be paid an administration fee only. No reimbursement shall be made for any vaccines given for children under the age of 18. Other Services: MCDPH is aware that there may be other related services not included above that may be useful to the County. In your proposal, you are invited to explain such services and your firm’s qualifications for such. Include these additional services and their corresponding hourly rates in your proposal. Page 20 of 31