VALLEYWISE NOI 21021 CONTRACT.PDF
Extracted text (via pymupdf)
60528 characters
SERIAL#: PH NOI 21021 Page 1 of 25 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 Valleywise Health, a political subdivision of the State of Arizona (“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. SERIAL#: PH NOI 21021 Page 13 of 25 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. SERIAL#: PH NOI 21021 Page 13 of 25 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, SERIAL#: PH NOI 21021 Page 13 of 25 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 SERIAL#: PH NOI 21021 Page 13 of 25 $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. SERIAL#: PH NOI 21021 Page 13 of 25 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: SERIAL#: PH NOI 21021 Page 13 of 25 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. SERIAL#: PH NOI 21021 Page 13 of 25 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 SERIAL#: PH NOI 21021 Page 13 of 25 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. SERIAL#: PH NOI 21021 Page 13 of 25 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 Page 13 of 25 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 Page 13 of 25 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. 6.33.4 Exhibit D, Valleywise Census Tract Map Overview 6.33.5 Exhibit E, CHW WORKFLOW 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: Valleywise Health ATTN: Michael D. White, MD, MBA 2601 E Roosevelt Street Phoenix, AZ 85008 Phone: 602-344-5503 Michael.White@valleywisehealth.org Execution of the contract: Cynthis Morrison cynthia.morrison@valleywisehealth.org SERIAL#: PH NOI 21021 Page 25 of 25 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 25 of 25 EXHIBIT A Pricing Total budget allocation: • Year 1: $112,987.50 (July 1, 2021 – June 30, 2022) • Year 2: $112,987.50 (July 1, 2022 – June 30, 2023) • Total project budget: $225,975 for contract duration I. Personnel Costs Community Health Navigators Description: The Community Health Navigator (CHN) will be an integral part of this project. Their base salary is $23.00 per hour, not to exceed 500 hours total per year. This allocation below will provide the services of one CHN. Year 1 total workforce expenditure cannot exceed: $11,500 Year 2 total workforce expenditure cannot exceed: $11,500 • No salary increases are authorized for the duration of this agreement. The maximum expenditure for workforce labor is $23,000 total. Care Coordinator: The Care Coordinator will be an integral part of this project. Their base salary is $23.50 per hour, not to exceed 2000 hours total per year. This allocation below will provide the services of one CHN. Year 1 total workforce expenditure cannot exceed: $47,000 Year 2 total workforce expenditure cannot exceed: $47,000 • No salary increases are authorized for the duration of this agreement. The maximum expenditure for workforce labor is $94,000 total. Project Management/ Operations Services Description: Valleywise will provide project management and operations services to coordinate Valleywise’s implementation of the MCDPH clinical linkage model. All required internal Valleywise resources will be made available timely to ensure on-time implementation and continuous quality improvement. A single point of contact should be assigned responsibility for these services. Year 1 total Project Management/ Operations expenditure: $5,000 Year 2 total Project Management/ Operations expenditure: $5,000 • No salary increases are authorized for the duration of this agreement. The maximum expenditure for workforce labor is $10,000 total. Data Analysis and Outcomes Reporting Services Description: Valleywise will provide population health data to ensure targeted outreach and outcomes reporting for the project. A single point of contact should be assigned responsibility for these services. Year 1 total Data Analysis/ Outcomes reporting expenditure: $4,500 Year 2 total Data Analysis/ Outcomes reporting expenditure: $5,500 SERIAL#: PH NOI 21021 Page 25 of 25 Year 1 and 2 total Data Analysis/ Outcomes expenditures: $10,000 total. Information Technology Upgrades/Services Description: Valleywise will implement IT upgrades needed to implement MCDPHs clinical linkage model. Year 1 and 2 total Information Technology Upgrade expenditures: $4000 total. II. Fringe Benefits (estimated 34%) Description: Employee related expenses (ERE) for .25 FTE Community Health Navigator and 1 FTE Care Coordinator per year is listed below. Year 1 total ERE expenditures: $19,890 Year 2 total ERE expenditure: $19,890 • No salary increases are authorized for the duration of this agreement. The maximum expenditure for ERE is $39,780 total. III. Equipment Description: N/A IV. Travel Description: N/A V. Participant/Trainee Support Description: Support for CHWs will be provided by the purchase of training constructs that are applicable to the deliverables associated with this contract. • Training will be approved by Maricopa County Department of Public Health for delivery to your CHW pool. • Additional training may be assigned as required. • Training expenses will not exceed $3,000 total • Training subjects include Train-the-Trainer models in: Workflow Technology COVID-19 VI. “Other” Direct Costs Description: N/A VII. Indirect Costs: Description: Indirect costs are recoverable through this grant at a rate of 25% of chargeable expenses per month. • These charges are not to exceed: o $22,597.50 in year 1 SERIAL#: PH NOI 21021 Page 25 of 25 o $22,597.50 in year 2 Total indirect authorized is $45,195 total. SERIAL#: PH NOI 21021 Page 25 of 25 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: The goals of this project are: • Goal #1: Reduce the proportion of adults who report poor patient and provider communication. • Goal #2: Reduce disparities in COVID-19 health outcomes and mortality. • Goal #3: Reduced disparities in socio-economic impact of COVID-19 (such as job absence, home or job loss). Valleywise Health 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. • To establish the Valleywise Health system as a FQHC with multiple clinic sites within Maricopa County, as a network provider for those who may have vaccine hesitancy • Identify unvaccinated patients who screen positive for SDOH needs. • Offer referrals to a local CHW organization trained on COVID-19 and vaccine hesitancy • Increase Health literacy support for those patients identified as needing contact tracing • Utilize CHW model to improve testing rates • Utilize CHW model to address delayed care related to the COVID-19 pandemic • Valleywise utilizes an internal community health model for special populations titled Community Health Navigator (CHN). • This scope will include supporting internal CHNs as described below and augment support for other population need through a collaboration with community based CHW organizations. SERIAL#: PH NOI 21021 Page 25 of 25 III. PROJECT SCOPE AND OBJECTIVES: Scope of work 1. Sites in high SVI areas: Valleywise shall deploy an FQHC-CHW partnership to improve testing, vaccination and adherence to COVID-19 public health guidelines based on the model of care developed under the Health Literacy Grant in the following sites in high SVI areas: See ANNEX C attached. 2. CHW Partnerships: a. Valleywise will partner with community based CHWs identified by MCDPH b. Valleywise will be responsible to ensure the appropriate agreements are in place to allow sharing of patient level data with CHWs they partner with c. Valleywise will be responsible to ensure compliance with existing state and federal laws, including HIPAA. d. The CHWs will be required to receive training approved by MCDPH 3. Staffing: a. Valleywise will timely provide the needed personnel and resources to implement the clinical linkage model structured by MCDPH in the Maricopa County Department of Public Health OMH Health Literacy b. Valleywise will provide a single point of contact to MCDPH to implement this grant. c. Valleywise personnel will be available for up to weekly meetings with MCDPH to update and continuously improve implementation. d. Valleywise will participate in joint meetings with other FQHCs contracted by MCDPH e. Provide up to three culturally competent CHNs to serve refugee populations. i. CHNs must undergo MCDPH approved training on COVID-19. 4. Training: A training template for this project is in development and will be required for training to CHNs. a. Training subjects will include COVID-19 and other trainings deemed necessary for the success of this project or deemed necessary by the project leadership. 5. Population Health and Outcomes Data Mining: a. Valleywise will utilize its data tools to identify populations eligible for vaccination, who test positive for COVID-19 or have other healthcare needs or gaps related to the COVID- 19 pandemic. b. Valleywise will utilize its data tools to develop reports measuring the outcome of its participation in this project. c. Data specifications will be determined in consultation with the project managers. 6. Supporting Community based testing, vaccination and Health Literacy: a. Valleywise will provide a schedule of vaccination, community education and testing events that are scheduled in low SVI communities, 90-days in advance. b. Valleywise will coordinate with immunization and testing campaigns organized by MCDPH partner providers to improve access to testing, vaccination and promotion of COVID-19 health information 7. Screening Tool for The Social Determinants of Health (SDOH): a. Valleywise will utilize a SDOH screening tool consistently across their patient population SERIAL#: PH NOI 21021 Page 25 of 25 8. Referral Process: Valleywise will integrate Community Health Worker organizations into its clinical workflows related to the testing, treating and vaccination of COVID-19 patients with social needs/ SDOH barriers to adherence. a. The process to action referrals from the community through the Federally Qualified Health Center (FQHC) is outlined below: i. Identify patients eligible for this program through use of data analysis of their populations served. • Data required will be determined in collaboration with the managers of this project. ii. The FQHC will screen and document patients, social determinants of health. • The FQHC will offer a referral to CHWs based on their SDOH needs. iii. The process flow of referral information is described below (Insert workflow slide as Annex D): • Upon completion of patient identification or assessment, the Care Coordinator will either provide necessary information or provide navigation. • The Care Coordinator will notify the assigned CHW of the referral opportunity utilizing an electronic process via Valleywise’s instance of Epic, leveraging Epic Link to securely share patient information • CHW will then attain a referral to the community-based organization via EHR Link and document interaction iv. Provide a link to the electronic health record (EHR) for referral use within the scope of this project. v. Provide data analysis for any data required to determine the outcomes of the project. 9. Targeted Outreach: a. Valleywise will partner with Providertech to develop SMS outreach workflow. b. Outreach will be conducted via secure SMS or telephone calls to patients identified as not yet vaccinated vi. The process flow of referral information is described below (See exhibit E attached): • Valleywise will share file with specified patient data including first name, last name, phone number, medical record number (or other ID), and language preference. • Providertech will send SMS outreach and FQHC/CHW partnership will facilitate patient responses and transfer to Valleywise when indicated. 10. Incentives: a. 10% of the total budget will be withheld based on Valleywise demonstrating the following outcomes: vii. increased testing, vaccination, and adherence to COVID-19 public health information. viii. Metrics and benchmarks to establish eligibility for incentive will be developed by the MCDPH team in collaboration with FQHCs 11. Food/snacks: a. Food and snacks are not authorized. SERIAL#: PH NOI 21021 Page 25 of 25 12. Project Objectives: a. Objective #1 i. Provide CHW workforce support for community events where COVID-19 vaccine hesitancy is identified as a barrier to COVID-19 vaccinations. This support will be utilized within the Valleywise FQHCs as an intake service. ii. Provide appropriate workforce (up to three CHNs) to support and link community events and clinic walk-ins when assigned for referrals. iii. CHNs should be assigned in pairs when providing support under these objectives in the community, when possible. iv. CHNs should be skilled at community engagement and bi-lingual. a. Objective #2 – Collect data from program participants pertinent to project objectives; action referrals to improve community health. i. Data collection methods will be prescriptive and abide by local governmental guidelines in respect to the ongoing Covid-19 pandemic and HIPAA. ii. HIPAA compliant, secure 2-way texting will be utilized for population outreach including the ability for care managers at FQHCs and CHWs, and/or patients to care managers/CHWs to engage in real team based on patient responses. iii. MCDPH will collaborate with Valleywise to identify up to 5 populations for targeted outreach such as: • vaccine related, gaps related to chronic disease (2), and • gaps related to preventative care/screenings (2) and recommendations for message cadence iv. Implicit instructions will be published to grantee that cover the method, IRB clearance and coordinating instruction pertaining to technical requirements that govern community-based research. v. Document all referral actions within database designed for this specific clinical linkage model. IV. DELIVERABLES/SERVICES: Deliverables associated with this grant are described below. a. FQHC/Event Support. i. Assignments for support of events will be identified by the grantor, according to this agreement. ii. Events will focus on community hesitancy with COVID 19 vaccinations within those community members who are of low Social Vulnerability Index (SVI) and will be identified/assigned in advance. b. Data points. i. Data from community members who are serviced will be collected within a prescribed workflow and handled within appropriate federal guidelines. c. Data collection. i. Data collection will be done electronically. Information will be housed in accordance to prescribed workflow. ii. Utilize a HIPAA compliant text platform, with ability to send text messages to patient populations (provided) iii. HIPAA compliant 2-way texting ability with care managers at FQHCs and CHWs, and/or patients to care managers/CHWs SERIAL#: PH NOI 21021 Page 25 of 25 V. COSTS: See Exhibit A, Pricing sheet. VI. REPORTS: A template for reporting will be provided to the grantee. Monthly reporting is required no later than 10 days after the end of the service month. The report will cover the following areas: • Event reports • Invoicing VII. PERFORMANCE REQUIREMENTS: Precautions associated with COVID-19 is required in accordance with published pandemic protocols when interacting with community members. • Facemasks, social distancing, and other infection control precautions will be employed when interacting with community members, in accordance with published guidance from the Maricopa County Department of Public Health. VIII. PERIOD OF PERFORMANCE/ SCHEDULE: This agreement is activated for the grant period – July 1st, 2021 to June 30th, 2023. IX. 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. The report will cover the following areas: • Monthly expenditures • Requested reimbursements • A link will be provided for invoice submissions here: (Airtable link pending) SERIAL#: PH NOI 21021 Page 25 of 25 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 are the DASH; shuttles, etc. that can transport the contractor to and from County buildings with minimal costs. SERIAL#: PH NOI 21021 Page 25 of 25 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 SERIAL#: PH NOI 21021 Page 25 of 25 EXHIBIT D Valleywise Census Tract Map Overview SERIAL#: PH NOI 21021 Page 25 of 25 EXHIBIT E CHW WORKFLOW