PROVIDERTECH FINAL CONTRACT NOI 21021 CONTRACT.PDF

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CONTRACT PURSUANT TO PH NOI 21021 
 
 
This Contract is entered into this 17th day of November 2021 by and between Maricopa County (“County”), a 
political subdivision of the State of Arizona, and ProviderTech LLC, an Arizona Company (“Contractor”) for the 
purchase of Services Related to Advancing Health Literacy to Advance Equitable Community Responses to 
COVID-19.   
 
1.0 
CONTRACT TERM: 
 
1.1 
This Contract is for a term of two (2) years, beginning on the 1st day of July 2021 and ending the   
30th day of June 2023. 
 
1.2 
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 three (3) 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. 
 
1.3 
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. 
 
2.0 
PRICE ADJUSTMENTS: 
 
Any requests for reasonable price adjustments must be submitted sixty (60) calendar days prior to the 
Contract annual anniversary date.  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. 
 
 
3.0 
PAYMENTS: 
 
3.1 
As consideration for performance of the duties described herein, County shall pay Contractor the 
sum(s) stated in Exhibit “A.” 
 
3.2 
Payment shall be made upon the County’s receipt of a properly completed invoice.

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3.3 
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 (number of days or weeks) 
• 
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. 
 
3.4 
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.

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3.5 
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.  
 
4.0 
AVAILABILITY OF FUNDS: 
 
4.1 
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. 
 
4.2 
If any action is taken by, any State agency, Federal department, or any other agency or 
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, 
this 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. 
 
5.0 
DUTIES: 
 
5.1 
The Contractor shall perform all duties stated in Exhibit “B”, or as otherwise directed in writing by 
the Procurement Officer. 
 
6.0 
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 
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. 
 
6.2 
INSURANCE: 
 
6.2.1 
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,

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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. 
 
 
 
6.2.2 
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. 
 
6.2.3 
Contractor’s insurance shall be primary insurance as respects County, and any insurance 
or self-insurance maintained by County shall not contribute to it. 
 
6.2.4 
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. 
 
6.2.5 
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. 
 
6.2.6 
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. 
 
6.2.7 
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. 
 
6.2.8 
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 
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. 
 
6.2.9 
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.  
 
6.2.10 
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

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$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. 
 
6.2.11 
Errors and Omissions (Professional Liability) Insurance: 
 
Errors and Omissions (Professional Liability) insurance and, if necessary, Commercial 
Umbrella insurance, which will insure and provide coverage for errors or omissions or 
professional liability of the Contractor, with limits of no less than $2,000,000 for each 
claim. 
 
6.2.12 
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. 
 
6.2.13 
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 
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.

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6.3.2 
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 
efforts to remedy the situation and remove, as soon as practicable, the cause of its inability 
to perform or comply. 
 
6.3.3 
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. 
 
6.4 
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. 
 
6.5 
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. 
 
6.6 
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:  
 
6.6.1 
Cancel the stop work order; or  
 
6.6.2 
Terminate the work covered by the order as provided in the Default, or the Termination for 
Convenience clause of this Contract. 
 
6.6.3 
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. 
 
6.7 
TERMINATION FOR CONVENIENCE: 
 
Maricopa County may terminate the Contract for convenience by providing sixty (60) calendar days 
advance notice to the Contractor. 
 
6.8 
TERMINATION FOR DEFAULT:

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The County may, by written notice of default to the Contractor, terminate this Contract in whole or 
in part if the Contractor fails to: 
 
6.8.1 
Deliver the supplies or to perform the services within the time specified in this Contract or 
any extension;  
 
6.8.2 
Make progress, so as to endanger performance of this Contract; or  
 
6.8.3 
Perform any of the other provisions of this Contract.  
 
The County’s right to terminate this contract under these subparagraphs may be exercised if the 
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. 
 
6.9 
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. 
 
6.10 
CONTRACTOR LICENSE REQUIREMENT: 
 
6.10.1 
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. 
 
6.11 
SUBCONTRACTING: 
 
6.11.1 
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. 
 
6.11.2 
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. 
 
6.12 
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.

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6.13 
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. 
 
6.14 
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. 
6.15 
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. 
 
6.16 
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. 
 
6.17 
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. 
 
6.18 
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.gov/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. 
 
6.19 
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION: 
 
6.19.1 
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; 
 
6.19.1 
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; 
 
6.19.2 
have not within three (3) year period preceding this Contract;  
 
6.19.2.1.1 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

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6.19.2.1.2 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;  
 
6.19.2.1.3 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. 
 
6.19.2.2 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. 
 
6.19.3 
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.   
 
6.20 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL 
IMMIGRATION LAWS AND REGULATIONS: 
 
6.20.1 
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. 
 
6.20.2 
The County retains the legal right to inspect Contractor and subcontractor employee 
documents performing work under this Contract to verify compliance with 
paragraph 6.20.1 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. 
 
6.21 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.

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An attempt to influence includes, but is not limited to: 
 
6.21.1 
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, 
 
6.21.2 
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.   
 
6.22 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO 
INFORM EMPLOYEES OF WHISTLERBLOWER RIGHTS: 
 
6.22.1 
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; 
 
6.22.2 
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. 
 
6.22.3 
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). 
 
6.23 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 
C.F.R. § 200 et seq. 
 
6.24 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR 
OTHER REVIEW: 
 
6.24.1 
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. 
 
6.24.2 
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 document that requested services were provided, the Contractor shall 
reimburse Maricopa County for the services not so adequately supported and 
documented.

SERIAL#: PH NOI 21021 
 
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6.25 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. 
 
6.26 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. 
 
6.27 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. 
 
6.28 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. 
 
6.29 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. 
 
6.30 RELATIONSHIPS:

SERIAL#: PH NOI 21021 
 
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6.30.1 
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. 
 
6.30.2 
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. 
  
6.31 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. 
 
6.32 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. 
 
6.33 INCORPORATION OF DOCUMENTS: 
 
The following are to be attached to and made part of this Contract: 
 
6.33.1 
Exhibit A, Pricing; 
 
6.33.2 
Exhibit B, Scope of Work; 
 
6.33.3 
Exhibit C, Office of Procurement Services Contractor Travel and Per Diem 
Policy. 
 
 
NOTICES: 
 
All notices given pursuant to the terms of this Contract shall be addressed to: 
 
 
For County: 
 
Maricopa County Public Health 
ATTN:  Cheryl Bucalo  
4041 N. Central Avenue, #1400 
Phoenix, AZ 85012 
(602) 506-6886 
Cheryl.Bucalo@Maricopa.gov  
 
 
For Contractor: 
 
ProviderTech LLC 
ATTN: Lisa Blue, MHI, RN,  
VP, Clinical Innovation 
3101 N. Central Avenue, Suite# 1130 
Phoenix, AZ 85085 
Phone: 602-565-2724 
lisa.blue@providertech.com

SERIAL#: PH NOI 21021 
 
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IN WITNESS WHEREOF, this Contract is executed on the date set forth above. 
 
 
CONTRACTOR 
 
 
 
 
 
 
 
 
 
AUTHORIZED SIGNATURE 
 
 
 
 
 
 
 
 
PRINTED NAME AND TITLE 
 
 
 
 
 
 
 
 
ADDRESS 
 
 
 
 
 
DATE 
 
 
 
MARICOPA COUNTY 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHAIRMAN, BOARD OF SUPERVISORS  
 
DATE 
 
 
ATTESTED: 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CLERK OF THE BOARD 
 
 
 
DATE 
 
 
APPROVED AS TO FORM: 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DEPUTY COUNTY ATTORNEY  
 
 
 
DATE

SERIAL#: PH NOI 21021 
 
Page 14 of 19 
 
EXHIBIT A 
 
Pricing  
 
Total budget allocation: $340,330.00  
 
Year 1 $185,170.00 (July 1, 2021- June 31, 2022) 
Year 2 $155,160.00 (July 1, 2022 – June 31, 2023) 
 
I. HIPAA compliant text platform: $148,620.00 
 
• Description: Platform provides the ability to scale the dissemination of health literacy 
material to the community utilizing secured SMS by sending outbound text messages to 
patient populations at up to four (4) Maricopa County Federally Qualified Health Centers 
(FQHCs). 
• HIPAA compliant text platform also includes 2-way texting ability to provide secure, 
text-based communication with identified patient populations 
 
II. Program Development, Implementation, Training, and Support: $147,420.00 
 
• Includes strategy - Developing messaging content & message delivery cadence.  
• Reporting and analysis of activation measures  
• Survey - Review of evaluation teams survey format and content, data gathering, analysis 
• Provide training to each of the four (4) Maricopa County participating Federally 
Qualified Health Centers (FQHCs). 
 
III. Messaging Accessibility $1,000.00 
• Approved messaging and survey content will be in alternative recipients' native language 
• Only Spanish language is authorized at this time 
  
 
IV. Travel  
Description: Travel is not an authorized expense within this grant. 
 
V. Electronic Survey: $43,290.00 
• Build, configure, and provide technical support of electronic survey 
o Assumes same survey content is used for all four FQHCs  
• Data management 
o Providertech will access, aggregate, and deidentify data to share with the project 
team quarterly  
• Collaboration on analysis of activation measures - how people interacted with messages 
e.g., if there is an included link, how many people clicked on it, the volume of and trends 
of responses etc.

SERIAL#: PH NOI 21021 
 
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EXHIBIT B 
 
Scope of Work 
 
I. BACKGROUND: According to national data from the Centers for Disease Control and Prevention 
(CDC), among those tested for COVID-19, non-Hispanic Black, Hispanic or Latino, and non-Hispanic 
people who identify as more than one race were more likely to have positive test results compared with 
non-Hispanic white or non-Hispanic Asian people. Nearly 9 out of 10 adults have difficulty using the 
everyday health information that is routinely available to them, which disproportionately affects lower 
socioeconomic and minority groups and is associated with worse health outcomes and higher costs. Over 
the past year MCDPH has worked in collaboration with many communities, hospitals, and other 
healthcare partners to respond to the COVID-19 pandemic and alleviate disparities among the county’s 
vulnerable communities. Equity has been the driving force to ensure that testing, education, outreach, and 
vaccine efforts reach all our diverse communities. Even through those efforts there is still so much more 
work to be done to address health literacy, vaccine hesitancy, and trust in healthcare. It is no longer 
sufficient for outreach to just be “culturally competent”; we must aim for linguistically and culturally 
appropriate health literacy to ensure information is not only received but also understood.  
 
II. STATEMENT OF WORK:  Providertech has been identified and selected to become part of our 
multidisciplinary network of partners to develop and test innovative interventions within our five county 
regions: Northwest, Southwest, Central, Northeast, and Southeast and disseminate those interventions that 
demonstrate effectiveness to reducing disparities and increasing health literacy. Through this work we 
will collaborate on efforts to increase access and health literacy through evidence-based approaches, 
research, and community engagement. 
 
III. PROJECT SCOPE AND OBJECTIVES:    
Scope of work.  
1. Program Development & Content  
• 
Collaborate on development of culturally and linguistically appropriate health literacy plan 
• 
Develop message content for outreach for up to 5 populations; vaccine related, gaps related to 
chronic disease (2), and gaps related to preventative care/screenings (2) and 
recommendations for SMS message cadence   
• 
Develop scripting for SMS outreach response handling  
• 
Develop project workflows including outreach activity, message cadence  
 
2. SMS platform  
• 
Provide a technology platform that enables to the ability to send outbound text messages to 
identified patients populations at up to four (4) Maricopa County Federally Qualified Health 
Centers (FQHCs) to disseminate health information and provide navigation to access care.  
• 
These patient populations may include patients who have not completed vaccination for 
COVID-19 and/or have other gaps in care as a result of delayed or deferred care during the 
pandemic. 
 
Patient populations will be identified by the health centers and shared with Providertech via 
SFTP  
• 
HIPAA compliant text platform also includes 2-way texting functionality to provide secure, 
text-based communication with identified patient populations, to be utilized by both care 
managers at participating FQHCs and community health workers (CHWs)

SERIAL#: PH NOI 21021 
 
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• 
Each of the four (4) participating FQHCs will go live with their messaging platform within 30 
days of notification of contract execution by Maricopa County Department of Public Health 
project team 
 
3. Program Implementation & Support 
• 
Disseminate health information via HIPAA compliant SMS to patient populations within four 
(4) participating FQHCs for up to 5 populations; vaccine related, gaps related to chronic 
disease (x2), and gaps related to preventative care/screenings (x2) and recommendations for 
message cadence  
o Will disseminate health literacy content via HIPAA compliant SMS based on 
established outreach frequency as defined by the Maricopa County Department of 
Public Health project team 
• 
All message content will be in recipients' native language (only Spanish language authorized 
at this time) 
• 
Provide program support during recurring partner meetings with FQHCs and participate in 
monthly state collaboration for OMH grantees 
• 
Collaborate and present on project framework and outcomes 
• 
ProviderTech will schedule and provide a one-hour long training session for each 
participating FQHC on Provide training on workflows, scripting, technology tools and 
outreach strategy which will be recorded and shared with the FQHC partner 
 
4. Analysis  
• 
Support project evaluation by providing data to illustrate: 
 
How people interacted with messages e.g., if there is an included link, how many people 
clicked on it  
 
Volume of messages sent outbound and received inbound, with trends of responses etc.  
o 
Will access, aggregate, and deidentify data across participating FQHC sites to share with the 
project team monthly 
o 
Provide quarterly trends review of inbound and outbound response 
 
5. Survey development  
• 
Collaborate with project evaluation team to determine survey content including question 
volume, message language, cadence, dependencies  
• 
Build, configure, deploy and support the electronic survey  
• 
Render MCDPH intended messages to alternative recipients' native language (only Spanish 
language authorized at this time) 
• 
Embed electronic survey link and send via SMS at defined intervals

SERIAL#: PH NOI 21021 
 
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III. PROJECT OBJECTIVES: 
 
Objective #1- Provide a secure, HIPAA compliant platform to scale communication to high SVI 
populations identified by the four (4) participating FQHCs. 
a. Send messaging to identified patients to promote vaccination and address other delayed care 
needs.   
b. Send messaging to provide navigation on how and when to access a vaccine event  
c. Improve access to care, education, and navigation with real time SMS based communication 
Objective #2 – Dissemination of health literacy material to patient populations residing in high SVI areas 
utilizing a secure, HIPAA compliant platform  
a. Distribute educational content promoting vaccination for COVID-19 and other vaccines may be 
shared via SMS  
b. Distribute educational content to reduce barriers to accessing care and addressing care that was 
delayed as a result of COVID-19 may be shared via SMS 
Objective #3 – Collect data to assess the efficacy of SMS based communication for COVID-19 testing, 
vaccines and other public health needs impacted by COVID-19   
a. Provide data on health dissemination messaging including total messages sent (outbound), 
received (inbound) and message trends  
  
IV. DELIVERABLES/SERVICES: Deliverables associated with this grant are described below.   
a. Data points: Data from community members who are serviced will be collected within a 
prescribed workflow.  
b. Data collection: Data collection will be done electronically.  Information will be housed in 
accordance prescribed workflow.  
 
V. REPORTS: Providertech will access, aggregate, and deidentify message-based data to share with the 
project team monthly and will provide a messages trends report quarterly. Quarterly reporting is required 
no later than 10 days after the end of the service month.  
 
VI. PERIOD OF PERFORMANCE/ SCHEDULE:  This agreement is activated for the grant period – 
July 1st, 2021, to June 30th, 2023.  
 
VI. PAYMENT AND INVOICING:  A template for reporting will be provided to the grantee.  Monthly 
invoices are required, no later than 10 days after the end of the service month.

SERIAL#: PH NOI 21021 
 
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EXHIBIT C 
 
OFFICE OF PROCUREMENT SERVICES CONTRACTOR TRAVEL AND PER DIEM 
POLICY 
 
 
 
1.0 
All contract-related travel plans and arrangements shall be prior-approved by the County Contract 
Administrator.  
 
2.0 
Lodging, per diem and incidental expenses incurred in performance of Maricopa County/Special 
District (County) contracts shall be reimbursed based on current U.S. General Services 
Administration (GSA) domestic per diem rates for Phoenix, Arizona.  Contractors must access the 
following internet site to determine rates (no exceptions): www.gsa.gov 
 
2.1 
Additional incidental expenses (i.e., telephone, fax, internet and copying charges) shall not 
be reimbursed. They should be included in the contractor’s hourly rate as an overhead 
charge. 
 
2.2 
The County will not (under no circumstances) reimburse for Contractor guest lodging, per 
diem or incidentals. 
 
3.0 
Commercial air travel shall be reimbursed as follows: 
 
3.1 
Coach airfare will be reimbursed by the County.  Business class airfare may be allowed 
only when preapproved in writing by the County Contract Administrator as a result of the 
business need of the County when there is no lower fare available.  
 
3.2 
The lowest direct flight airfare rate from the Contractors assigned duty post (pre-defined 
at the time of contract signing) will be reimbursed.  Under no circumstances will the County 
reimburse for airfares related to transportation to or from an alternate site.  
 
3.3 
The County will not (under no circumstances) reimburse for Contractor guest commercial 
air travel. 
 
4.0 
Rental vehicles may only be used if such use would result in an overall reduction in the total cost 
of the trip, not for the personal convenience of the traveler.  Multiple vehicles for the same set of 
travelers for the same travel period will not be permitted without prior written approval by the 
County Contract Administrator. 
 
4.1 
Purchase of comprehensive and collision liability insurance shall be at the expense of the 
contractor.  The County will not reimburse contractor if the contractor chooses to purchase 
these coverage. 
 
4.2 
Rental vehicles are restricted to sub-compact, compact or mid-size sedans unless a larger 
vehicle is necessary for cost efficiency due to the number of travelers.  (NOTE:  contractors 
shall obtain pre-approval in writing from the County Contract Administrator prior to rental 
of a larger vehicle.) 
 
4.3 
County will reimburse for parking expenses if free, public parking is not available within 
a reasonable distance of the place of County business.  All opportunities must be exhausted 
prior to securing parking that incurs costs for the County.  Opportunities to be reviewed

SERIAL#: PH NOI 21021 
 
Page 19 of 19 
 
are the DASH; shuttles, etc. that can transport the contractor to and from County buildings 
with minimal costs. 
 
4.4 
County will reimburse for the lowest rate, long-term uncovered (e.g. covered or enclosed 
parking will not be reimbursed) airport parking only if it is less expensive than shuttle 
service to and from the airport. 
 
4.5 
The County will not (under no circumstances) reimburse the Contractor for guest vehicle 
rental(s) or other any transportation costs. 
 
5.0 
Contractor is responsible for all costs not directly related to the travel except those that have been 
pre-approved by the County Contract Administrator.  These costs include (but not limited to) the 
following: in-room movies, valet service, valet parking, laundry service, costs associated with 
storing luggage at a hotel, fuel costs associated with non-County activities, tips that exceed the per 
diem allowance, health club fees, and entertainment costs.  Claims for unauthorized travel expenses 
will not be honored and are not reimbursable.  
 
6.0 
Travel and per diem expenses shall be capped at 15% of project price unless otherwise specified in 
individual contracts