VALLEYWISE EXECUTED IGA 90-22-094-1 SIGNED.PDF

INTERGOVERNMENTAL AGREEMENT

MARICOPA COUNTY
1. Agreement No: _90-22-094-1 2. Agreement Type: Financial Agreement
3. Agreement Amount: $ 16 Million 4. Purpose: ARPA State and Local Recovery Funds
5. Start Date: Upon Signature of both Parties 6. Expiration Date: 12/31/2024

This Agreement is entered into by and between the Maricopa County Special Health Care District (MCSHCD) dba Valleywise
Health (referred to herein as “Subrecipient”), a Special Health Care District and political subdivision of the State of Arizona, and
Maricopa County (referred to herein as “County”), a political subdivision of the state of Arizona. Subrecipient and the County are
collectively referred to herein as the “Parties” and individually as a “Party.” Subrecipient, for and in consideration of the covenants
and conditions set forth herein, shall use the funds from the County as set forth below. All rights and obligations of the Parties
shall be governed by the terms of this Agreement, its exhibits, attachments, and appendices, including any subcontracts or
amendments as set forth herein and in:

Section | - General Provisions Section tl - Work Statement
Section 1] - Special Provisions Section IV - Compensation

This Agreement contains all the terms and conditions agreed to by the Parties. No other understanding, oral or otherwise,
fregarding the subject matter of this Agreement shall be deemed to exist or to bind the Parties. Nothing in this Agreement shall
be construed as consent to any lawsuit or waiver of any defense in a lawsuit brought against the County or the Subrecipient in
any State or federal Court.

Legal Notice under this Agreement shall be given by personal delivery or by registered or certified mail, postage prepaid, retum
receipt requested, to the addresses set forth below and shall be effective upon receipt by the Party to whom addressed unless
othemise indicated in the notice.

Notice to Subrecipient : MCSHCD dba Valleywise Health, Attn: Chris Melton, Director of Contracts & Procurement
Phone: 602-344-1495
Address: 2601 E. Roosevelt Str., Phoenix, AZ 85008

Notice to County: Lee Ann Bohn, Assistant County Manager Phone: (602)372-7020
Address: 301 W. Jefferson Str., Phoenix, AZ 85003

IN WITNESS WHEREOF, the parties enter into this Agreement:

MCSHCD dba VAI MARICOPA COUNTY BOARD OF SUPERVISORS
Signature Signature

Name Marty Rose Garrido Wilcox Name

Title Chairman, Board of Directors Title Chairman, Board of Supervisors
Date (o laq [d05, Date

Pursuant to A.R.S. §"11-952, the undérsigned public agency

attomey has determined that this Intergovermmental Agreement

is in proper form and is within the powers and authority granted Al TEST:

under the laws of the State of Arizona. Signature

Signature Date . :

Pursuant to A.R.S. § 11-952, the Attomey for the Board of
Supervisors has determined that this Intergovermmental
Agreement is within the powers and authority granted under the
laws of the State of Arizona.

Name Ijana M. Harris

Title Associate General Counsel

Date 10 /2 7/ 20H Date

Signature

Attomey for Maricopa County

SECTION | GENERAL PROVISIONS

1. EFFECT
To the extent the Special Provisions are in conflict with the General Provisions, the Special
Provisions shall control. To the extent the Work Statement(s) and the Special or General
Provisions are in conflict, the Work Statement(s) shall control.
2. DEFINITIONS
As used throughout this Agreement, the following terms shall have the following meanings:
A. Agreement means this document and all attachments and amendments hereto.
B. County means Maricopa County, Arizona.
C. Funding Source means any federal, State, or private agency funding source,
which may impose conditions on the funding that will be passed on to the
Subrecipient.
D. Maricopa County Special Health Care District (MCSHCD) dba Valleywise

Health (Valleywise Health) means the Maricopa County Special Health Care
District, including the health care facilities and administrative units operated by it.

E. Recipient means Maricopa County, the direct recipient of the Coronavirus State
and Local Fiscal Recovery funds from the federal government.

F. Subrecipient means MCSHCD dba Valleywise Health, collectively “Valleywise
Health’.

G. Subrecipient Staff, Employee or Faculty means a person or persons employed

by, contracted with, or retained by the Subrecipient for the purpose of providing
the services and responsibilities contained in this Agreement.

H. HIPAA means the Heaith Insurance Portability and Accountability Act of 1996 (PL
104-191) and the United States Department of Health and Human Services
(DHHS) final regulations on “Privacy Standards for Individually Identifiable Health
Information”, as amended and clarified from time to time.

l. ARPA means the American Rescue Plan Act of 2021, H.R. 1319.

3. GENERAL REQUIREMENTS

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

B. The Subrecipient shall, without limitation, obtain and maintain all licenses, permits,
and authority necessary to do business, render services, and perform work under
this Agreement, and shall comply with all laws regarding unemployment insurance,
disability, and workers’ compensation.

C. The Subrecipient is an independent contractor in the performance of work and the
provision of services under this Agreement and is not to be considered an officer,
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SECTION I GENERAL PROVISIONS

employee, or agent of the County.
4. AMENDMENTS

All Amendments to this Agreement must be in writing and signed by authorized persons
for both Parties. All amendments shall clearly state the effective date of the action.

5. ADEQUACY OF RECORDS

If the Subrecipient's books, records and other documents related to this Agreement are
not sufficient to support and document that allowable expenditures were provided
pursuant to ARPA, the Subrecipient shall reimburse the County for any ARPA funds not
adequately supported and documented.

6. RETENTION OF RECORDS

A. This provision applies to all financial and programmatic records, supporting
documents, statistical records, and other records of the County and Subrecipient
that relate to this Agreement.

B. The County and Subrecipient shall retain all financial books, records, and other
documents related to this Agreement 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 longer. County, federal, or State auditors, and any other persons duly
authorized by the County, shall have full access to and the right to examine, copy
and make use of any and all such financial books, records and other documents.

7. ASSIGNMENT AND SUBCONTRACTING

No rights, liability, obligations or duties under this Agreement may be assigned, delegated,
or subcontracted without the prior written approval of the County and Subrecipient.

8. AUDIT DISALLOWANCES

A. The Subrecipient shall, upon written demand therefore, reimburse the County for
any payments made under this Agreement that are disallowed, by a federal, State
or County audit in the amount of the disallowance, as well as court costs and
attorney fees the County incurs to pursue legal action relating to a disallowance.

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

ion The County shall, upon review and agreement of the Parties, remit to the
Subrecipient any payments determined to have been insufficiently paid, in the
amount of the payment shortfall, as well as court costs and attorney fees the
Subrecipient incurs to pursue legal action relating to such short payment.

9. AGREEMENT COMPLIANCE MONITORING
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SECTION | GENERAL PROVISIONS

10.

11.

12.

County may monitor the Subrecipient's compliance with, and performance under, the
terms and conditions of this Agreement. On-site visits for compliance monitoring may be
made by the County and/or its grantor agencies at any time during the Subrecipient's
normal business hours, announced or unannounced. During an on-site visit, the
Subrecipient shall make its records and documents related to work performed or services
provided under this Agreement available to the County for inspection and copying.

AVAILABILITY OF FUNDS

A. The provisions of this Agreement relating to the payment for services shall become
effective when funds assigned for the purpose of compensating the Subrecipient,
as provided herein, are actually available to the County for disbursement. The
County shall be the sole authority in determining the availability of funds under this
Agreement and the County shall keep the Subrecipient fully informed as to the
availability of funds.

B. If any action is taken by any State agency, federal department, or any other agency
or instrumentality to suspend, decrease, or terminate its fiscal obligations under or
in connection with this Agreement, the County may amend, suspend, decrease, or
terminate its obligations under or in connection with this Agreement. If this
Agreement is terminated, the County shall be liable for payment only for services
rendered prior to the effective date of the termination, provided that such services
are performed in accordance with the provisions of this Agreement. The County
shall give written notice of the effective date of any suspension, amendment, or
termination under this section at least ten (10) days in advance.

CONTINGENCY RELATING TO OTHER CONTRACTS AND GRANTS

A. The Subrecipient shall, during the term of this Agreement, immediately inform the
County in writing of the award of any other contract or grant where the award of
such contract or grant may affect either the direct or indirect costs being paid or
reimbursed under this Agreement. Failure by the Subrecipient to notify the County
of such award shall be considered a material breach of this Agreement and the
County may immediately terminate this Agreement without liability.

B. County may request, and the Subrecipient shall provide within a reasonable time,
not exceeding ten (10) working days, a copy of such other contract or grant, when,
in the opinion of the County, the award of the contract or grant may affect the costs
being paid or reimbursed under this Agreement.

Cc. If the County determines that the award to the Subrecipient of such other contract
or grant has affected the costs being paid or reimbursed under this Agreement, the
County shall prepare an amendment to this Agreement effecting a cost adjustment.
If the Subrecipient disputes the proposed cost adjustment, the dispute shall be
resolved pursuant to the "Disputes" clause section contained herein.

DEFAULT

For material breach of contractual obligations, or upon the happening of any event which

would jeopardize the ability of the Subrecipient to perform its contractual obligations, the

County may suspend, modify, or terminate this Agreement immediately upon giving written

notice to the Subrecipient in the event of non-performance of any stated objectives. Unless
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SECTION | GENERAL PROVISIONS

13.

14,

15.

expressly stated otherwise this in this Agreement, such determination will not be made
until such time as the disputes process has been exhausted.

TERMINATION

A. Either Party may terminate this Agreement at any time by giving the other Party at
least thirty (30) calendar days prior written notice. The notice shall be given by
personal delivery or by registered or certified mail, postage prepaid, return receipt
requested.

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

Cc. The County may terminate this Agreement upon twenty-four (24) hours’ notice
when the County deems the health or welfare of a patient is endangered or the
Subrecipient’s non-compliance jeopardizes funding source financial participation.
If not terminated by one of the above methods, this Agreement will terminate upon
the expiration date of this Agreement as stated on the Cover Page of this
Agreement.

D. Either Party has the right to terminate this Agreement for cause upon fourteen (14)
working days written notice for any of the following reasons:

(1) Breach of this Agreement which is not corrected within fourteen (14)
working days after written notice thereof or registered mail, return receipt
requested.

(2) Inability to discharge the duties and responsibilities under this Agreement
for a continual period of 30 days or more.

E. This Agreement is subject to cancellation in accordance with the provisions of
A.R.S. § 38-511.
F. Termination of this Agreement shall not relieve the Parties of responsibility for

obligations incurred prior to the effective date of the termination. Further, any
monies not properly spent by Subrecipient prior to termination shall be returned to
the County no later than thirty (30) calendar days from the date of termination.
Subrecipient’s responsibilities set forth in Section Ill, Paragraph 4, shall survive the
termination of this Agreement.

SEVERABILITY

Any provision of this Agreement that is determined to be invalid, void, or illegal by a court
shail in no way affect, impair, or invalidate any other provision hereof, and the remaining
provisions shall remain in full force and effect.

STRICT COMPLIANCE

Acceptance by the County of performance that is not in strict compliance with the terms
of this Agreement shall not be deemed to waive the requirement of strict compliance for
all future performance. All changes in performance obligations under this Agreement must
be in writing and signed by the Parties.

SECTION I GENERAL PROVISIONS

16.

17.

18.

19.

20.

NON-LIABILITY

A. The County and its officers, representatives, agents, and employees shall not be liable
for any act or omission by the Subrecipient or any subcontractor, employee, officer,
agent, or representative of the Subrecipient or any subcontractor occurring in the
performance of this Agreement, nor shall they be liable for purchases or contracts
made by the Subrecipient or any subcontractor in connection with this Agreement.

B. The Subrecipient and its officers, representatives, agents, and employees shall not be
liable for any act or omission by the County or any County subcontractor, employee,
officer, agent, or representative of the County or any County subcontractor occurring
in the performance of this Agreement, nor shall they be liable for purchases or
contracts made by the County or any County subcontractor in connection with this
Agreement.

INDEMNITY

To the extent allowed by law, each Party (as “Indemnitor”) agrees to indemnify, defend,
and hold harmless the other Party (as “Indemnitee”) from and against all claims, losses,
liability, costs, and expenses (including reasonable attorneys’ fees) (hereinafter
collectively referred to as “Claims’”) arising out of bodily injury of any person (including
death) or property damage, but only to the extent that such Claims, which result in
vicarious liability to Indemnitee, are caused by the act, omission, negligence, misconduct,
or other fault of Indemnitor, its officers, agents, employees, or volunteers.

COVENANT AGAINST CONTINGENT FEES

The Subrecipient warrants that no person or entity has been employed or retained to solicit
or secure this Agreement upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee. For breach or violation of this warranty, the
County may immediately terminate this Agreement without liability.

SAFEGUARDING CLIENT INFORMATION

The use or disclosure by any Party of any information concerning an eligible individual
served under this Agreement is directly limited to the performance of this Agreement.
County and Subrecipient shall safeguard confidential and privileged client and patient
information i.e., medical, financial and patient specific information, and shall only disclose
such information in accordance with all applicable federal, state and local laws, rules,
and/or regulations, including HIPAA. The use or disclosure by any party of any information
concerning a client or patient served under this Agreement or any other applicable payer
contract is directly limited to services under this Agreement subject to applicable federal,
state and local laws, rules and/or regulations. Subrecipient’s obligation to maintain the
confidentiality of all medical, financial and patient specific information shall exist after
termination or expiration of this Agreement. County shall assist Subrecipient with regard
to Subrecipient’s obligation to comply with HIPAA.

RIGHTS IN DATA

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

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SECTION I GENERAL PROVISIONS

21.

22.

23.

24.

25.

OWNERSHIP OF INFORMATION

Subject to applicable state and federal laws, rules and regulations, including, without
limitation, those concerning confidentiality of patient records, the Subrecipient shall have
full and complete ownership rights to and the sole and exclusive right to inspect,
reproduce, duplicate, adapt, distribute, display, disclose and otherwise use all reports,
information, data and material prepared by the Subrecipient in performance of the
Agreement. County may examine and may receive copies of such information necessary
for County's performance of this Agreement.

NON-DISCRIMINATION

The Subrecipient, in connection with any service or other activity under this Agreement,
shall not in any way discriminate against any person on the grounds of race, color, religion,
sex, national origin, age, disability, affiliation or belief. The Subrecipient shall include this
clause in all of its subcontracts related to this Agreement.

EQUAL EMPLOYMENT OPPORTUNITY

The Subrecipient shall not discriminate against any employee or applicant for employment
because of race, age, disability, color, religion, sex, or national origin. The Subrecipient
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 Subrecipient 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, ef
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 Subrecipient shall also comply with all
applicable provisions of the Americans with Disabilities Act of 1990 (42 U.S.C. §§ 12101,
et seq.).

RIGHT OF PARTIAL CANCELLATION

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

RIGHT TO EXTEND AGREEMENT

Subject to the availability of funds and acceptable Subrecipient performance, the
Subrecipient hereby acknowledges and agrees that the County shall have the right to
extend this Agreement for additional one-year periods, not to exceed the termination date
for expenditure of funds as established by ARPA or the federal government. Any extension
of this Agreement shall be in writing and mutually acceptable to the County and the
Subrecipient and signed by both Parties.

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SECTION | GENERAL PROVISIONS

26. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION

A. The undersigned, an authorized representative of the Subrecipient, certifies, to the
best of his or her knowledge and belief, that the Subrecipient, defined as the
primary participant in accordance with 45 C.F.R. Part 76, and its principals:

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

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

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

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

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

Cc. The Subrecipient shall include, without modification, this Paragraph in all lower tier
covered transactions (i.e., transactions with subcontractors) and in all solicitations
for lower tier covered transactions related to this Agreement.

27. E-VERIFICATION OF EMPLOYEES

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

A. That the Subrecipient and its subcontractors, if any, warrant their compliance with
all federal immigration laws and regulations that relate to their employees and their
compliance with A.R.S. § 23-214;

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

C. That the County and any contracting government entity retains the legal right to
inspect the papers of any contractor or subcontractor employee who works on this
Agreement to ensure that the contractor or subcontractor is complying with the
warranty provided under subsection A above and that the contractor agrees to
make all papers and employment records of said employee(s) available during
normal working hours in order to facilitate such an inspection;

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SECTION | GENERAL PROVISIONS

D. That nothing herein shall make any contractor or subcontractor an agent or
employee of the County or contracting government entity.

28. DISPOSITION OF PROPERTY

All property acquired with funds provided for in this agreement shall become the property
of the funding source.

SECTION II SPECIAL PROVISIONS

1. EFFECT

To the extent that the Special Provisions are in conflict with the General Provisions, the
Special Provisions shall control. To the extent that the Work Statement(s) are in conflict
with the Special or General Provisions, the Work Statement(s) shall control.

2. DISPUTES

Except as otherwise provided by law, or otherwise specifically agreed to by the Parties,
any dispute not involving a question of law arising out of this Agreement that is not
resolved between the Parties within a reasonable time, which shail not exceed 120 days,
shall be resolved as follows:

A. Disputes must be filed with the person administering this Agreement for the
County, if one has been appointed, or, if not, with the Procurement Officer,
within ten (10) days from the date the Subrecipient knew or should have
known the basis of the dispute.

B. The person administering this Agreement or the Procurement Officer, as
applicable, shall respond in writing to the dispute within fourteen (14) days.

C. The Subrecipient may abide by the decision or may appeal the decision to
the County within seven (7) days.

D. Any claim or controversy arising out of or in connection with this Agreement
not resolved in accordance with paragraphs 2.A. through 2.C. above shall
be resolved through binding arbitration conducted by a single arbitrator in
accordance with the American Arbitration Association (AAA) Commercial
Arbitration Rules, then in effect, in Phoenix, Arizona. If possible the
arbitrator shall be an attorney with at least fifteen (15) years of experience,
including at least five (5) years’ experience in managed health care. The
parties shall conduct a mandatory settlement conference at the initiation of
arbitration, to be administered by AAA. The arbitrator shall have no
authority to provide a remedy or award damages that would not be
available to such prevailing party in a court of law, nor shall the arbitrator
have the authority to award punitive damages. Each party shall bear its
own costs and expenses, including its own attorneys' fees, and shall bear
an equal share of the arbitrator's and administrative fees of arbitration. The
parties agree to accept any decision by the arbitrator as a final
determination of the matter in dispute, and judgment on the award rendered
by the arbitrator may be entered in any court having jurisdiction. Arbitration
must be initiated within one year of the earlier of the date the claim or
controversy arose, was discovered or should have been discovered with
reasonable diligence; otherwise it shall be deemed waived. The use of
binding arbitration shall not preclude a request for equitable and injunctive
relief made to a court of appropriate jurisdiction.

This Paragraph shall not apply to claims arising from bodily injury, death, or property
damage.

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SECTION II

SPECIAL PROVISIONS

3. CHANGES

A.

The County may, at any time, by written order, make changes within the general
scope of this Agreement in any one or more of the following areas:

1. Work Statement activities reflecting changes in funding source or County
regulations, policies, or requirements.

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

3. Subrecipient reimbursement schedules and/or program budgets.

The order will not increase or decrease the maximum reimbursable amount to be
paid the Subrecipient. Additionally, the order will not direct substantive changes
in services to be rendered by the Subrecipient.

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

4. AUDIT REQUIREMENT

A.

If the Subrecipient expends $750,000 or more in a year in federal awards, the
Subrecipient shall have a single audit conducted for that year according to the
Office Management and Budget, Title 2, Subtitle A, Chapter Il, PART 200—
UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND
AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. §
200. The audit report shall be submitted to the County for review within nine (9)
months following the close of the fiscal year. The Subrecipient shall take any
necessary corrective action to remedy any material weaknesses and/or reportable
conditions identified in the audit report within six (6) months after the release date
of the report. The County may consider sanctions as described in § .225 of OMB
Circular A-133 for contractors not in compliance with the audit requirements. All
books and records shall be maintained in accordance with Generally Accepted
Accounting Principles (GAAP).

The Subrecipient shall schedule an annual financial audit to be submitted to the
County for review within twelve (12) months following the close of the program’s
fiscal year. Subrecipient understands that its failure to meet this requirement may
result in the loss of current funding and disqualification from consideration for
future County-administered funding.

5. INSURANCE

A.

The Subrecipient shall have in effect at all times during the term of this Agreement,

insurance or comparable self-insurance that is adequate to protect the County, its

officers, employees, property, and equipment against the losses set forth below.

The Subrecipient shall provide the County with a certificate of insurance or a
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SECTION II

SPECIAL PROVISIONS

certified copy of the insurance policy naming the County as an additional insured,
or, if the Subrecipient is self-insured, shall provide the County with a letter
indicating that it is self-insured.

The following types and amounts of insurance are required as minimums:
1. Workers’ compensation and unemployment insurance as required by law.
2. Unemployment insurance as required by Arizona law.

3. Public liability, bodily injury, and property damage policies that insure
against claims for liability for the Subrecipient’s negligence or maintenance
of unsafe vehicles, facilities, or equipment brought by clients receiving
services pursuant to this Agreement and by lawful visitors of such clients.
The limits of the policies shall not be less than $2,000,000 per occurrence
and $4,000,000 aggregate.

Automobile and Truck Liability, Bodily Injury and Property Damages:
1. General liability, each occurrence; $1,000,000

2. Property damage; $1,000,000

3. Combined single limit; $1,000,000

Standard minimum deductible amounts are allowable. Any losses applied against
insurance deductible are the sole responsibility of the Contractor.

Professional Liability:

1. Insurance for the Subrecipient and its agents, employees, and other staff
shall be maintained with coverage limits of one million dollars ($1,000,000)
per person, three million dollars ($3,000,000) per occurrence.

2 The Subrecipient agrees that in the event it, or any of its agents,
employees, and other staff working under this Agreement, is named as a
defendant in litigation, or is identified in a written notice of claim, wherein
professional misconduct is alleged and such allegations arise under the
services or terms of this Agreement, the Subrecipient will promptly notify
the County in writing. The duty to notify under this paragraph applies
whether or not the County is alleged to be involved, is named as a party to
the matter, or could be potentially liable as a party.

The Subrecipient shall immediately inform the County of any cancellation of its
insurance or any decrease in its lines of coverage at least thirty (30) days before
such action takes place.

In the event the Subrecipient(s) is/are a public entity, then the Insurance
Requirements shall not apply. Such public entity shall provide a Certificate of Self-
Insurance. If the Subrecipient(s) is/are a State of Arizona agency, board,
commission, or university, none of the above shall apply.

6. SPECIAL REQUIREMENTS

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SECTION II SPECIAL PROVISIONS

If the use of subcontractors is approved by the County, the Subrecipient agrees to use
written subcontracts or consultant agreements that conform to federal and State laws and
regulations and the requirements of this Agreement appropriate to the service or activity
covered by the subcontract. These provisions apply with equal force to the subcontract
as if the subcontractor were the Subrecipient. The Subrecipient is responsible for
performance under this Agreement whether or not any subcontractors are used. The
Subrecipient shall submit a copy of each subcontract to the County upon written request.

7. REPORTING REQUIREMENTS

The Subrecipient shall submit written quarterly progress reports to the County on or before
the tenth (10th) day of the month, beginning with the third month following the payment of
the ARPA funds from the County to Subrecipient. Each report shall provide a status
update to include project status and spending/obligations to date. At the completion of
the project(s), the Subrecipient shall provide a final reconciliation report to the County. Any
remaining funds shall revert to the County.

8. ADMINISTRATIVE REQUIREMENTS

1.1 Accounting Standards - The Subrecipient agrees to comply with this Agreement
and to adhere to the accounting principles and procedures required to utilize
adequate internal controls and maintain necessary source documentation for all
costs incurred, as well as any applicable federal laws and regulations. The
Subrecipient further agrees to maintain an adequate accounting system that
provides for appropriate grant accounting (including calculation of program
income).

1.2 Repayment of Funds — The Subrecipient agrees to repay funds provided under
this Agreement for noncompliance with the terms of this Agreement. Repayment
shall be in accordance with the terms of this Agreement or the requirement of
applicable laws and regulations, including continuing use compliance. The County
may specify in writing, the terms of the repayment or alternative terms in lieu of
repayment. However, in no case shall repayment or alternative terms be
accomplished later than sixty (60) calendar days following the written
determination of noncompliance by the County.

1.3 Documentation and Record Keeping - The Subrecipient agrees to comply with this
Agreement and the following record keeping requirements:

1.3.1 Records to be maintained - The Subrecipient shall maintain all financial
records as required by 2 C.F.R. § 200, and OMB Circulars;

1.3.2. DUNS Number and SAM Profile - All Subrecipients shall have a valid Dun
and Bradstreet (DUNS) number and an active profile in the federal System
for Award Management (SAM).
1.3.2.1 To obtain’ a DUNS Number use __ this _ link:

hitps:/Avww.dnb.com/duns-number.html
1.3.2.2 For additional information on System for Award Management
(SAM) and, DUNS use this link:

https:/Awww.sam.gov/SAM/pages/public/generallnfo/aboutSAM

sf
1.3.3 Records Retention - The Subrecipient shall retain all records pertinent to

this Agreement for a period of six (6) years after all ERA requirements have
been met. In the event of litigation, a claim, or an audit is begun before the
expiration of this retention period, said records shall be retained until all
such action or audit findings involving the records have been resolved.

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SECTION Il SPECIAL PROVISIONS

10.

11.

12.

1.3.4 Disclosure - The Subrecipient understands that client information collected
under this Agreement is private and the use or disclosure of such
information, when not directly connected with the administration of the
County's or the Subrecipient's responsibilities with respect to services
provided under this Agreement, is prohibited unless written consent is
obtained from such person receiving service.

1.3.5 Property Records - The Subrecipient shall maintain property and
equipment inventory records that clearly identify properties and equipment
purchased, improved, or sold. Properties and equipment retained shall
continue to meet eligibility criteria and shall conform to the use of property
and equipment.

STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF MUTUALINTEREST

Pursuant to A.R.S. § 38-511, the County or Subrecipient may cancel this Agreement
without penalty or further obligation, within three years after execution of this Agreement,
if any person significantly involved in initiating, negotiating, securing, drafting, or creating
this Agreement on behalf of the County or Subrecipient is, at any time while this
Agreement or any extension of this Agreement is in effect, an employee or agent of any
other Party to this Agreement in any capacity or is a consultant to any other Party to this
Agreement with respect to the subject matter of this Agreement. In addition, the County
or Subrecipient may recoup any fee or commission paid or due to any person significantly
involved in initiating, negotiating, securing, drafting, or creating this Agreement on behalf
of the County or Subrecipient from any other Party to this Agreement arising as the result
of this Agreement.

POLICY ON CONFIDENTIALITY

The Subrecipient and the County understand and agree that this Agreement is subject to
all State and federal laws protecting client confidentiality of medical, behavioral health and
drug treatment information.

LAWS, RULES AND REGULATIONS

The Subrecipient and the County understand and agree that this Agreement is subject to
all State and federal laws, rules, and regulations that pertain hereto.

SPONSORSHIP ACKNOWLEDGMENT

All promotional materials, brochures, and flyers prepared by the Subrecipient relating to
this Agreement shall include the following statement, “Sponsored by Maricopa County.”

14

SECTION Ill WORK STATEMENT

1. BACKGROUND

Valleywise Health operates behavioral health facilities in Maricopa County, and provides
inpatient and outpatient behavioral health services to residents of Maricopa County,
including in the medically underserved areas of the county. Due to the COVID-19
pandemic, additional behavioral health facilities and services are needed. The Valleywise
Health inpatient facility in Mesa, previously known as Desert Vista, provides for inpatient
stays and services. The SMI Direct Care Clinic in Mesa provides care for patients
designated as seriously mentally ill, including functional impairment as a result of their
diagnosis, and Valleywise Health seeks to create a similar facility in the West Valley.
Valleywise Health is requesting financial support and assistance for the cost of capital
expenditures to expand and improve current behavioral health facilities.

Maricopa County has received money from the American Rescue Plan Act of 2021
(“ARPA”), H.R. 1319, CDFA Number 21.027; Title IX—Committee on Finance; Subtitle
M—Coronavirus State and Local Fiscal Recovery Funds; Section 9901, Coronavirus State
and Local Fiscal Recovery Funds, and such funds may be used to respond to the public
health emergency with respect to COVID-19 or its negative economic impacts, including
programs and services for mental health treatment and behavioral health services. (U.S.
Department of Treasury’s interim final rules, § 35.6(b)(1)(xviii)). The Maricopa County
Board of Supervisors has formally approved and allocated ARPA funds for behavioral
health projects to address the negative mental health impact that the COVID-19 pandemic
has had on the residents of Maricopa County.

2. PURPOSE

The purpose of this Agreement is to respond to the public health emergency caused by
COVID-19, and to provide funds to assist in the economic recovery from the pandemic.
Maricopa County is authorized to distribute the ARPA funds to subrecipients to accomplish
the purposes of ARPA. By this Agreement, Maricopa County shall provide to Valleywise
Health, as Subrecipient, a total of $ 16 Million in ARPA funds, to be spent on capital
expenditures and improvements of behavioral health facilities as follows: (1) $ 7 Million
for establishing an SMI Direct Care clinic and Assertive Community Treatment (ACT)
program in the West Valley for SMI behavioral services, through either the expansion of
its Avondale Federally Qualified Health Center, or infrastructure improvements in the
Maryvale Hospital; (2) $ 6 Million to expand the Mesa-Desert Vista facility; and, (3) $ 3
Million for interior and exterior improvements at the Mesa-Desert Vista facility. The
expenditure of these funds must be incurred by December 31, 2024.

3. RESPONSIBILITIES OF THE COUNTY

A. The County agrees to provide the ARPA funds as outlined in this Agreement.

B. The County shall review the Plan(s) submitted by Subrecipient, identifying projects
it intends to accomplish with the ARPA funds. Only after the County has approved
Subrecipient’s plans can any ARPA monies be spent.

C. The County shall comply with the federal government's reporting requirements for
the ARPA, including 2 C.F.R. 200.1.

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SECTION Iil WORK STATEMENT

D. The County shall monitor the use of these ARPA funds by Subrecipient consistent
with the federal government's requirements, including 2 C.F.R. 200.332.

4. RESPONSIBILITIES OF THE SUBRECIPIENT

A. Prior to spending any monies towards any projects, Subrecipient shall submit a
written Plan(s) to the County identifying the projects it intends to accomplish, and
how ARPA funds will be spent.

B. Subrecipient agrees to expend these ARPA funds on capital expenditures as
outlined in Section Ill, Paragraph 2, “Purpose,” of this Agreement. Subrecipient’s
use of the ARPA funds shall abide by all laws, rules, and guidelines of the federal
government for these ARPA funds.

Cc. Subrecipient shall place the ARPA funds in a stand-alone account, not to be co-
mingled with other funds. Under this stand-alone account, Subrecipient shall
record receipts of ARPA funds from the County, and Subrecipient’s expenditures
of ARPA funds pursuant to this Agreement, all in a manner to provide the County
with a record of the transactions conducted pursuant to this Agreement.

D. The County shall monitor the use of these ARPA funds by Subrecipient consistent
with the federal government’s requirements, including 2 C.F.R. 200.332.

E. Subrecipient shall provide, in a timely manner, any information the County needs
to comply with the federal government's reporting requirements (including 2 C.F.R.
200.1 and 2 C.F.R. 200.332). This includes, but is not limited to providing copies
of contracts, contract amendments, line-item detail of project budgets, receipts,
invoices, packing slips, purchase orders, and payments.

F. Subrecipient shall comply with, and assist the County in complying with, any
federal government audit requirements (including 2 C.F.R. Part 200, Subpart F).
Subrecipient shall keep and maintain proper and complete books, records, files,
and accounts of all its operations, which shall be open for inspection and audit by
the County or its auditors, at all reasonable times. All books, accounts, reports,
files and other records relating to this Agreement shall be subject to inspection and
audit by the County for the later of five (5) years after completion of the Agreement
or the last date of the federal government's auditing of the use of ARPA funds.

G. Subrecipient shall reimburse the County for any and all uses of these ARPA funds
in the event that the federal government determines the use did not comply with
the ARPA laws, rules, and guidelines. The intent of the parties is that Subrecipient
will reimburse the County within a timeframe that allows the County to use the

16

SECTION III

WORK STATEMENT

reimbursed funds to refund the money to the U.S. Department of the Treasury, as
required by the ARPA.

Subrecipient shall comply with the federal government’s requirements regarding
the purchase, use, and disposition of real property and/or equipment. This
includes, but is not limited to, the following: (1) Equipment and real property
acquired with these funds must be used solely for the purpose(s) stated in this
Agreement and consistent with the ARPA; and, (2) Any purchase, use, and
disposition of equipment or real property with these funds must comply with the
Uniform Guidance at 2 C.F.R. Part 200, Subpart D (including 2 C.F.R. 200.311
and 2 C.F.R. 200.313).

The Subrecipient shall submit written quarterly progress reports to the County on
or before the tenth (10th) day of each month, beginning with the third month
following the payment of ARPA funds from the County to Subrecipient. Each report
shall provide a status update to include project status and spending/obligations to
date. At the completion of the project(s), the Subrecipient shall provide a final
reconciliation report to the County. Any remaining ARPA funds not spent by
Subrecipient on the approved projects, including any accrued interest, must be
returned to the County before the Agreement termination date.

17

SECTION IV

COMPENSATION

1. COMPENSATION AND METHOD OF PAYMENT

A. The County shall make one lump-sum payment of $16,000,000 to Subrecipient
upon the County’s receipt of the ARPA funds from the federal government, and
after the County has reviewed and approved the written Plan(s) submitted by
Subrecipient pursuant to this Agreement, regarding the project(s) it intends to
accomplish, and how the ARPA funds will be spent.

B. The Subrecipient must maintain, and have available upon request, supporting
documents for each monthly report/status update provided to the County, including
invoices of costs incurred and expenditure reports.

C. The Subrecipient understands and agrees that expenditure of these funds must be
incurred before December 31, 2024. Any funds remaining (including any accrued
interest) either after completion of the project(s), or not expended before
December 31, 2024, shall revert to the County, and must be returned by
Subrecipient to the County before December 31, 2024.

D. The Subrecipient shall submit quarterly reports to:

Maricopa County
Lee Ann Bohn, Assistant County Manager
301 W. Jefferson Street
E-mail: LeeAnn.Bohn@maricopa.gov
Phone: (602)372-7020

2. NOTICE

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

County Subrecipient

Maricopa County Maricopa County Special Health Care
District dba Valleywise Health

Lee Ann Bohn Chris Melton

Assistant County Manager Director of Contracts & Procurement

301 W. Jefferson Street 2601 E. Roosevelt Street

Phoenix, AZ 85003 Phoenix, AZ 85008

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