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Maricopa County — Formal (2020-04-22)

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CONTRACT FOR SERVICES
MARICOPA COUNTY by and through the
DEPARTMENT OF PUBLIC HEALTH

1.
Contract No: C-86-20- -3-00

2. Contract Type: Service

3.
Contract Amount: $ 30,000

4. Purpose: Completion of a Community Health Needs
(Maximum Reimbursable Amount) Assessment
5.
Start Date: July 1, 2020

6. Expiration Date: June 30, 2023

This Contract is entered into by and between Native Health referred to hereinafter as “Community Health Center,”
and Maricopa County, by and through the Department of Public Health, referred to hereinafter as the “County.”
The Community Health Center and the County are collectively referred to as the “Parties” and individually as a
“Party.” The Parties, for and in consideration of the covenants and conditions set forth herein, shall provide and
perform the services as set forth below. All rights and obligations of the Parties shall be governed by the terms
of this Contract, including its Exhibits, Attachments, Appendices, and any Subcontracts or Amendments as set
forth herein and in:

Section I
-
General Provisions

Section III
-
Work Statement
Section II
-
Special Provisions

Section IV
-
Compensation

This Contract contains all the terms and conditions agreed to by the Parties. No other understanding,
oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind the
Parties. Nothing in this Contract shall be construed as consent to any lawsuit or waiver of any defense
in any lawsuit brought against the State of Arizona, the County, or the Community Health Center, in any
State or Federal Court.
Legal notice under this Contract shall be given by personal delivery or by registered or certified mail, postage
prepaid and return receipt requested, to the addresses set forth below. If the legal notice is personally delivered,
it is deemed given and effective upon receipt by the Party to whom it is addressed. If the legal notice is mailed,
it is deemed given and effective three (3) days after it is mailed by registered or certified mail.

Notice to Community Health Center: Native Health
Phone: 602-279-5262

Address: 4041 N. Central Ave Bldg C. Phoenix AZ 85012

Notice to Department: MCDPH Grants/Contracts Unit

Phone: (602) 372-0675
Address: 4041 N. Central Ave., Suite 1400, Phoenix, AZ 85012

IN WITNESS WHEREOF, the Parties enter into this Contract:
COMMUNITY HEALTH CENTER: NATIVE
HEALTH

FOR AND ON BEHALF OF
MARICOPA COUNTY

BY:

Signature

Clint Hickman, Chairman
Board of Supervisors

Craig Pattee

ATTEST

Date

Clerk of the Board

Date

APPROVED AS TO FORM:

Attorney for Maricopa County

Date

SECTION I
GENERAL PROVISIONS

1.
EFFECT

To the extent the Work Statement is in conflict with the General or Special Provisions, the
Work Statement shall control.

2.
DEFINITIONS

As used throughout this Contract, the following terms shall have the following meanings:

A.
Contract means this document and all exhibits, attachments, appendices, and
amendments to this Contract.

B.
County means Maricopa County, Arizona.

C.
Department means the Maricopa County Department of Public Health (MCDPH).

D.
Director means the Director of the Department.

E.
Funding Source means any Federal, State, or Private Agency funding source that
may impose conditions on the funding that will be passed on to the County.

F.
Community Health Center means any individual hospital, hospital system,
Federally Qualified Healthcare Center (FQHC), or FQHC look-alike.

3.
GENERAL REQUIREMENTS

A.
The terms of this Contract shall be construed in accordance with Arizona law. Any
lawsuit arising out of this Contract shall be brought in the appropriate court in
Maricopa County, Arizona.

B.
The County shall, without limitation, obtain and maintain all licenses, permits, and
authority necessary to do business, render services, and perform work under this
Contract, and shall comply with all laws regarding Unemployment Insurance,
Disability Insurance, and Workers’ Compensation.

C.
The County is an independent Contractor in the performance of work and the
provision of services under this Contract and is not to be considered an officer,
employee, or agent of the Community Health Center.

4.
AMENDMENTS

All Amendments to this Contract shall be in writing and signed by the Parties.

5.
ADEQUACY OF RECORDS

If the County's books, records, and other documents relevant to this Contract are not
sufficient to support and document that allowable services were provided to eligible
persons, the County shall reimburse the Community Health Center. for the services not
sufficiently supported and documented.

SECTION I
GENERAL PROVISIONS

6.
RETENTION OF RECORDS

A.
This provision applies to all financial and programmatic records, supporting
documents, statistical records, and other records of the County, which are
reasonably considered as relevant to this Contract.

B.
The County shall retain all financial books, records, and other documents relevant
to this Contract for six (6) years after final payment or until after the resolution of
any audit questions, which could take more than five (5) years, whichever is longer.
The County, Federal, or State auditors, and any other persons duly authorized by
the County, shall have full access to, and the right to examine, copy, and make
use of any and all such materials.

7.
ASSIGNMENT / SUBCONTRACTING

No rights, liability, obligations, or duties under this Contract may be assigned, delegated,
or subcontracted by the County or the Community Health Center without the prior written
approval of the other Party.

8.
AUDIT DISALLOWANCES

A.
The County shall, upon written demand therefore, reimburse the Community
Health Center for any payments made under this Contract that are disallowed by
a Federal, State, or Maricopa County audit in the amount of the disallowance, as
well as all expenses, court costs, and attorney fees the Community Health Center
incurs in connection with any legal action relating to such disallowance.

B.
If, at any time, the Community Health Center determines that a cost for which
payment has been made is a disallowed cost, the Community Health Center shall
notify the County in writing of the disallowance and the required course of action,
which may be, at the option of the Community Health Center, either to adjust any
future claim submitted by the County by the amount of the disallowance or to
require repayment of the disallowed amount by the County.

9.
DEFAULT

The Community Health Center or County may suspend, modify, or terminate this Contract
immediately upon written notice to the County in the event of a non-performance of stated
objectives or other material breach of contractual obligations.

10.
TERMINATION

A.
The County or the Community Health Center may terminate this Contract at any
time with at least thirty (30) days prior written notice to the other Party. Such notice
shall be given by personal delivery or by Registered or Certified Mail, postage
prepaid and return receipt requested.

B.
This Contract may be terminated by mutual written agreement of the Parties
specifying the termination date therein.

C.
If not terminated by one of the methods stated above, this Contract shall terminate

SECTION I
GENERAL PROVISIONS

on the expiration date of this Contract as stated on the Cover Page.

11.
TERMINATION FOR BREACH

If either Party defaults under this Contract and the default continues for more than ten (10)
days after the effective date of the other Party’s written notice stating the specific nature
of the default, then the noticing Party may treat the default as a breach of this Contract.
Upon a breach, the aggrieved Party may exercise any remedy available under the law,
including the termination of this Contract.

12.
SEVERABILITY

Any provision of this Contract that is determined by a court of competent jurisdiction to be
invalid, void, or illegal shall not affect, impair, or invalidate any other provision hereof, and
the remaining provisions shall remain in full force and effect.

13.
STRICT COMPLIANCE

Acceptance by the Community Health Center of performance not in strict compliance with
the terms of this Contract shall not be construed as a waiver of the requirement of strict
compliance for all future performance obligations. All changes in performance obligations
under this Contract shall be in writing.

14.
NON-LIABILITY

The Community Health Center and its officers and employees shall not be liable for any
act or omission by the County or any subcontractor, employee, officer, agent, or
representative of the County or subcontractors that occurs during the performance of this
Contract, nor shall they be liable for any purchases, debts, or agreements made by the
County in anticipation of funding hereunder.

15.
COVENANT AGAINST CONTINGENT FEES

The County warrants that no person or selling agency has been employed or retained to
solicit or secure this Contract upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee. For breach or violation of this warranty, the
Community Health Center may terminate this Contract without liability.

16.
SAFEGUARDING CLIENT INFORMATION

The use or disclosure by any Party of any information concerning an eligible person served
under this Contract is directly limited to the performance of this Contract.

17.
RIGHTS IN DATA

The Parties shall have the use of data and reports resulting from this Contract without cost
or other restriction, except as may otherwise be provided herein or by law or applicable
regulation. Each Party shall supply to the other Party, upon request, any available
information known to the supplying Party that is relevant to this Contract and to the
performance hereunder.

SECTION I
GENERAL PROVISIONS

18.
NON-DISCRIMINATION

The County, in connection with any service or other activity under this Contract, shall not
in any way discriminate against any person on the grounds of race, color, religion, sex,
national origin, age, or disability. The County shall include a clause to this effect in all
Subcontracts inuring to the benefit of the County or the Community Health Center.

19.
EQUAL EMPLOYMENT OPPORTUNITY

The County shall not discriminate against any employee or applicant for employment
because of race, age, disability, color, religion, sex, or national origin. The County shall
take affirmative action to insure that applicants are employed and that employees are
treated during employment without regard to their race, age, disability, color, religion, sex,
or national origin. Such action shall include, but is not limited to, the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising, lay-
off or termination, rates of pay or other forms of compensation, and selection for training,
including apprenticeship. The County shall, to the extent such provisions apply, comply
with Titles VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et
seq.); the Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); the Age
Discrimination in Employment Act of 1967, as amended (29 U.S.C. §§ 621, et seq.); the
Immigration Reform and Control Act of 1986 (Pub. L. No. 99-603) (“IRCA”); and Arizona
Executive Order 2009-09, which mandates that all persons shall have equal access to
employment opportunities. The County shall also comply with all applicable provisions of
the Americans with Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.).

20.
RIGHT OF PARTIAL CANCELLATION

If more than one activity is funded by this Contract, the Community Health Center reserves
the right to terminate this Contract or any part thereof based on the County's failure to
perform any part of this Contract without impairing, invalidating, or canceling the remaining
Work Statement obligations.

21.
RIGHT TO EXTEND CONTRACT

Subject to the availability of funds and acceptable County performance, based upon
mutual agreement by the Community Health Center and the County, the Contract may be
extended for one (1) additional three-year period, not to exceed a total extended term of
six (6) years, except that the cost will be subject to renegotiation. Any extension of this
Contract shall be in writing mutually acceptable to the County and the Community Health
Center and signed by both Parties.

22.
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION

A.
The undersigned (an authorized official signing for the County) certifies to the best
of his or her knowledge and belief, that the County, defined as the primary
participant in accordance with 45 CFR Part 76, and its principals:

1)
are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Federal
Department or agency;

SECTION I
GENERAL PROVISIONS

2)
have not, within the 3-year period preceding this Contract, been convicted
of or had a civil judgment rendered against them for the commission of
fraud or a criminal offense in connection with obtaining, attempting to
obtain, or performing a public (Federal, State, or local) transaction or
contract under a public transaction; or violated any Federal or State
antitrust statutes; or committed embezzlement, theft, forgery, bribery,
falsification or destruction of records, making false statements, or receiving
stolen property;

3)
are not presently indicted or otherwise criminally or civilly charged by a
government entity (Federal, State, or local) with the commission of any of
the offenses enumerated in paragraph (2) of this certification; and

4)
have not, within the 3-year period preceding this Contract, had one or more
public transactions (Federal, State, or local) terminated for cause or default.

B.
If the County is not able to provide this certification, an explanation as to why shall
be attached to this Contract.

C.
The County 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.

23.
E-VERIFICATION OF EMPLOYEES

The County warrants that it is in compliance with A.R.S. § 41-4401 and further
acknowledges:

A.
That the County and its subcontractors, if any, warrant their compliance with all
federal immigration laws and regulations that relate to their employees and their
compliance with A.R.S. § 23-214, subsection A: after December 31, 2007, every
employer, after hiring an employee, shall verify the employment eligibility of the
employee through the e-verify program and shall keep a record of the verification
for the duration of the employee's employment or at least three years, whichever
is longer;

B.
That a breach of a warranty under subsection A above shall be deemed a material
breach of this Contract that entitles the Community Health Center to, among other
things, terminate this Contract without liability;

C.
That the Community Health Center retains the right to inspect the papers of the
County and any subcontractor employee who works on this Contract to ensure that
the County and all subcontractors are complying with the warranty provided under
subsection A above, and that the County shall make all papers and employment
records of said employee(s) available during normal working hours in order to
facilitate such an inspection.

D.
That nothing herein shall make the County or any subcontractor an agent or
employee of the Community Health Center.

SECTION I
GENERAL PROVISIONS

24.
MEDIATION/ARBITRATION

In the event that any dispute arises out of this Contract or involves a recipient of services
under the terms of this Contract, the Parties shall meet and confer in an effort to resolve
the dispute. In the event that such informal efforts to resolve the dispute are unsuccessful
in 90 days, the Parties shall resolve the dispute by arbitration pursuant to A.R.S. § 12-
3001, et seq.

25.
CHANGES

A.
The Director may, at any time, by written order, make changes within the scope
of this Contract in any one or more of the following areas:

1).
Work Statement activities reflecting changes in the scope of services,
Funding Source, or County regulations, policies, or requirements.

2).
Administrative requirements, such as changes in reporting periods,
frequency of reports, or report formats required by funding source, or
County regulations, policies, or requirements.

3).
Contractor reimbursement schedules and program budgets

B.
The Director shall not increase or decrease the maximum reimbursable amount
to be paid the Contractor without an official amendment to this Contract.
Additionally, the Director shall not direct substantive changes in services to be
rendered by the Contractor.

C.
Any dispute or disagreement caused by such written order shall constitute a
"Dispute" within the meaning of the Disputes Clause of the Special Provisions of
this Contract and shall be administered accordingly.

26.
SPECIAL REQUIREMENTS

A.
The County shall use written subcontracts or consultant agreements that conform
to Federal and State laws and regulations, and to the requirements of this Contract
appropriate to the service or activity covered by the subcontract. These provisions
apply with equal force to the subcontract as if the subcontractor were the County
referenced herein. The County is responsible for performing under this Contract
whether or not Subcontractors are used. The County shall submit a copy of each
Subcontract to the Community Health Center within fifteen (15) days of its effective
date.

B.
The County shall include in any subcontracts a provision to the effect that the
subcontractor agrees that the Community Health Center shall have access to the
subcontractor’s facilities and the right to examine any books, documents, and
records of the subcontractor, involving transactions related to the subcontract and
that such books, documents, and records shall not be disposed of except as
provided herein.

SECTION I
GENERAL PROVISIONS

27.
INDEMNITY:

The parties agree that both are Self-Insured government entities.

Each party (as "Indemnitor"), to the fullest extent permitted by law, agrees to indemnify,
defend, and hold harmless the other party (as "Indemnitee") from and against any and
all claims, losses, liability, costs, or expenses (including reasonable attorney's fees)
(hereinafter collectively referred to as "claims") arising out of the negligent performance
of this agreement, but only to the extent that such claims which result in
vicarious/derivative liability to the Indemnitee are caused by the act, omission,
negligence, misconduct, or other fault of the Indemnitor, its officers, officials, agents,
employees, or volunteers.

28.
STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST

Notice is given that pursuant to A.R.S. § 38-511, the County may cancel this Contract
without penalty or further obligation within three years after execution of this Contract, if
any person significantly involved in initiating, negotiating, securing, drafting, or creating
this Contract on behalf of the County is at any time while this Contract or any extension
of this Contract is in effect, an employee or agent of any other Party to this Contract in
any capacity or consultant to any other Party of this Contract with respect to the subject
matter of this 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 this Contract on behalf of the County
from any other Party to this Contract arising as the result of this Contract.

29.
LAWS, RULES, AND REGULATIONS

The Community Health Center and the County understand and agree that this Contract is
subject to all applicable State and Federal laws, rules, and regulations.

A.
Neither this Contract, nor any portion thereof, may be assigned to another person
by the Community Health Center without the written consent of the County’s
designated representative. Any attempt by the Community Health Center to assign
any portion of this Contract without the written consent of the County shall
constitute a breach of this Contract.

B.
No assignment shall alter the Community Health Center’s responsibility to the
County to assure that all of the provisions under this Contract are carried out by its
assignee. All terms and conditions in this Contract shall be included in the
Community Health Center’s assignments.

C.
Use of Community Health Center Name: Except as specifically permitted in this
Contract, the County shall not use the names or trademarks of the Community
Health Center or of any of the Community Health Center’s affiliated entities in any
advertising, publicity, endorsement, or promotion unless the Community Health
Center has provided prior written consent for the particular use contemplated. All

SECTION I
GENERAL PROVISIONS

requests for approval pursuant to this Section must be submitted to the Community
Health Center, at least 5 business days prior to the date on which a response is
needed. The terms of this section survive the termination, expiration, non-renewal,
or rescission of this Contract.

SECTION II
WORK STATEMENT

1.
BACKGROUND

The Patient Protection and Affordable Care Act (ACA) has requirements that nonprofit hospitals
must satisfy to maintain their tax-exempt status under section 501(c) (3) of the Internal Revenue
Code. One such requirement added by the ACA, Section 501(r) of the Code, requires nonprofit
hospitals to conduct a Community Health Needs Assessment (CHNA) and adopt implementation
strategies to address the identified needs for the community at least once every three years.
Federally Qualified Healthcare Centers (FQHCs) are under similar obligations whereby they are
required to submit a needs assessment prior to applying for funding. As part of the CHNA,
Federally Qualified Health Center are also asked to collect input from individuals in the
community, including public health experts as well as residents, representatives or leaders of low-
income, minority, and medically underserved populations. Maricopa County Department of Public
Health (MCDPH) and the Maricopa County Synapse coalition, a coalition of non-profit hospitals
and federally qualified health care partners, worked collaboratively and will assess the health
needs of residents in Maricopa County.

Goals
MCDPH is committed to ensuring a comprehensive representation of Maricopa County residents.
Our goals align with Healthy People 2020 and Public Health 3.0 which is guided by social
determinants of health and increasing capacity building and community collaboration.
•
Attain high-quality, longer lives free of preventable disease, disability, injury, and
premature death*;
•
Achieve health equity, eliminate disparities, and improve the health of all groups*;
•
Create social and physical environments that promote good health for all*; and
•
Promote quality of life, healthy development, and healthy behaviors across all life
stages*.

Data Collection and Assessments Methodology
MCDPH uses the Mobilizing for Action through Planning and Partnerships (MAPP) which is a
community-driven strategic planning process for improving community health. The MAPP
framework helps communities apply strategic thinking to prioritize public health issues and
identify resources to address them. It is intentionally an interactive process that can improve the
efficiency, effectiveness, and ultimately the performance for local public health and healthcare
systems (MAPP, NACCHO.org). For more information visit:
https://www.naccho.org/programs/public-health-infrastructure/performance-
improvement/community-health-assessment/mapp

MCDPH conducts the following assessments in alignment with MAPP: Community Health Needs
Assessment Survey, Community Focus Groups, Key Informant Interviews, and Local Public
Health Assessment. These assessments provide extensive qualitative and quantitative data
collection. They are then incorporated with extensive quantitative data sets such as:
•
Analyze data sets (Per Primary Service Area/Maricopa County) and comparisons
o Hospital Discharge Data from ADHS
o Birth/Death from Vital Records
o CDC’s Behavioral Risk Factor Surveillance System
o CDC’s Youth Behavioral Risk Surveillance System
o Arizona Youth Survey
o National Cancer Institute-Cancer Registry
o Healthy People 2020 and other sources that address priority

SECTION II
WORK STATEMENT

*Healthy People 2020: https://www.cdc.gov/nchs/healthy_people/hp2020.htm

2.
SERVICE GOALS

A.
County agrees to:
1.
Produce a final Community Health Needs Assessment report for FQHC by
deadline determined by Native Health and MCDPH.
2.
Administer the data gathering, cleaning, and analysis for community health
indicators in Maricopa County, including data collection from focus groups.
3.
Administer and convene meetings of the Community Health Needs
Assessment partners at least quarterly.
4.
Provide for ad hoc data analysis on community health indicators at the
request of the FQHC.

B.
Community Health Center agrees to:
1.
Allow employees of the FQHC to participate as necessary on the Synapse
coalition and/or workgroups.
2.
Facilitate the timely review and approval of the final Community Health
Needs Assessment report by the necessary Administrators and Boards
within the Community Health Center.

SECTION III
COMPENSATION

1.
COMPENSATION

A.
Subject to the availability of funds, the Community Health Center shall pay the
County for the services described herein for a sum not to exceed the Contract
Amount listed on the cover page of this Contract in equal yearly installments of
$10,000 over the three year term of this Contract.

B.
The Community Health Center shall pay the County an amount not to exceed
(NTE) $30,000 for the life of this Contract.

2.
METHOD OF PAYMENT

A. Yearly invoice.

B. Yearly invoices shall be submitted to:

Community Health Center:

Native Health
Craig Pattee/Francis Spencer
4041 N Central Ave. Bldg. C
Phoenix, AZ 85012

3.
NOTICE

Any notice given under this Contract shall be sent to the attention of the
following:

Maricopa County
Department of Public Health,
Office of Community Empowerment
Community Health Center:

Native Health

4041 N. Central Ave
4041 N Central Ave. Bldg. C
Suite #
Phoenix, AZ 85012
Phoenix, AZ 85012

Maricopa County
Department of Public Health
Grants and Contracts Unit

4041 N. Central Ave

Suite 1400

Phoenix, AZ 85012