MARICOPA COUNTY CONTRACT _AREAAGENCYAGING_PE (1).PDF

SECTION |

CONTRACT FOR SERVICES
MARICOPA COUNTY
by and through the
DEPARTMENT OF PUBLIC HEALTH
and
The Area Agency on Aging

Contract No:_ 2. Contract Type:_Service - Vaccines

Contract Amount: $100,000 (Maximum Reimbursable Amount)

Purpose: Provide vaccines to adults 60 years and older

Start Date: September 1, 2023 6. Expiration Date: April 15, 2024

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

Section | - General Provisions Section III - Compensation
Section II - Work Statement

This Contract contains all the terms and conditions agreed to by the Parties. No other understanding, oral
or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind the Parties.
Nothing in this Contract shall be construed as consent to any lawsuit or waiver of any defense in any lawsuit
brought against the State of Arizona, the County, or the Contractor; in any State or Federal Court.

aPen

Legal notice under this Contract shall be given by personal delivery or by registered or certified mail,
postage prepaid and return receipt requested, to the addresses set forth below. If the legal notice is
personally delivered, it is deemed given and effective upon receipt by the Party to whom it is addressed. If
the legal notice is mailed, it is deemed given and effective three days after it is mailed by registered or
certified mail.

Notice to Contractor: The Agency on Aging Phone: (202) 872-0888
Address: 1366 E. Thomas Rd., Suite 108, Phoenix, AZ_ 85014

Notice to Department:__Machrina Leach Phone: (602-506-6662
Address: 4041 N. Central Ave., Suite 1400, Phoenix, AZ 85012
IN WITNESS WHEREOF, the Parties enter into this Contract:

FOR AND ON BEHALF OF
CONTRACTOR: MARICOPA COUNTY

LAWN KASUMIC, Pee Chairman, Board of Supervisors

mit fare: ahd Title ATTEST:
LI-L7-AZ
Date Clerk of the Board
Date
APPROVED AS TO FORM: APPROVED AS TO FORM:

Attorney for Maricopa County

Date Date

SECTION |

1.

EFFECT

To the extent the Work Statement and the General Provisions conflict, the Work Statement
shall control.

DEFINITIONS

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

A.

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

Contractor means the person, firm, or organization listed on the Cover Page of this
Contract.

County means Maricopa County, Arizona.
Department means the Maricopa County Department of Public Health (MCDPH).
Director means the Director of the Department.

Funding Source means any federal, state, or private agency funding source that may
impose conditions on the funding that will be passed on to the Contractor.

GENERAL REQUIREMENTS

A.

The terms of this Contract shall be governed by Arizona law. Any lawsuit arising out
of this Contract shall be brought in the appropriate court in Maricopa County, Arizona.

The County shall obtain and maintain all licenses, permits, and authority necessary to
do business, render services, and perform work under this Contract.

The relationship of the Parties is as independent contractors. Neither Party shall be
deemed to be the employee or agent of the other party, and no joint venture or
partnership exists.

AMENDMENTS

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

RETENTION OF RECORDS, AUDITS, AND DISALLOWANCES

A.

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

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

SECTION |

10.

Cc.

materials.

The County shall reimburse the Contractor for any payments made under this Contract
that are disallowed by a federal, state, or Maricopa County audit in the amount of the
disallowance.

ASSIGNMENT / SUBCONTRACTING

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

NON-APPROPRIATION OF FUNDS

Notwithstanding any other provision, this Contract may be terminated without liabitity if the
Maricopa County Board of Supervisors does not appropriate sufficient monies for the
purpose of maintaining this Contract.

TERMINATION

A.

Either Party may terminate this Contract at any time with at least 30 days prior written
notice to the other Party.

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

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

If more than one activity is funded by this Contract the County may terminate any part
of the Scope of Work obligations without impairing the remaining obligations.

. This contract is subject to cancellation pursuant to A.R.S. § 38-511.

If not terminated by one of the methods stated above, this Contract shall terminate on
the expiration date of this Contract as stated on the Cover Page.

lf Contractor terminates this Contract prior to the expiration date, Contractor will remain
responsible for payment to County for all work and services performed through the
date of termination and for reimbursement to County of all non-cancellable
commitments incurred in the performance of the work or services.

SEVERABILITY

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

STRICT COMPLIANCE

SECTION |

11.

12.

13.

14,

The waiver of a breach may only be made by a writing signed by the waiving Party and
will not constitute a waiver of any other or subsequent breach.

FORCE MAJEURE

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, pandemic,
epidemic, interruption or failure of electricity or telecommunication service.

COVENANT AGAINST CONTINGENT FEES

Each Party warrants that it has not utilized any person or agency to solicit or secure this
Contract for a commission or contingent fee. Either Party may terminate this Contract
without liability for breach of this warranty.

SAFEGUARDING CLIENT INFORMATION

Each Party shall safeguard all protected health information as required under the Health
Insurance Portability and Accountability Act. The use or disclosure by any Party of any
information concerning an eligible person served under this Contract is directly limited to
the performance of this Contract.

RIGHTS IN DATA

Subject to applicable state and federal laws, rules, and regulations, all tangible materials
purchased or acquired by either Party in performance of this Contract shall remain the
property of the Party in possession when the Contract terminates.

Subject to applicable state and federal laws, rules, and regulations, the County shall have
full and complete ownership rights to and the right to reproduce, duplicate, adapt,
distribute, display, disclose and otherwise use all written and electronic information,
recordings, reports, findings, research information, abstracts, results, software, data,
discoveries, inventions, procedures and processes of services developed by the County
and any other intangible materials created, prepared or received by the County and its
subcontractors in performance of this Contract. Contractor shall have full, complete,
perpetual, irrevocable and non-transferable rights to reproduce, duplicate, adapt, make
derivative works, distribute, display, disclose, publish, and otherwise use all intangible
material solely for non-profit purposes. Contractor’s right to use the intangible materials
includes the right to use the intangible materials in connection with its internal, non-profit
research and educational activities, the right to present at academic or professional
meetings or symposia and the right to publish in journals, theses, dissertations or
otherwise while providing proper attribution to the County’s role in the material
development.

SECTION |

15.

16.

17.

18.

19.

NON-DISCRIMINATION

The Parties, in connection with any service or other activity under this Contract, shall not
in any way discriminate against any person on the grounds of race, color, religion, sex,
national origin, age, or disability.

EQUAL EMPLOYMENT OPPORTUNITY

The Parties shall not discriminate against any employee or applicant for employment
because of race, color, religion, sex, pregnancy, childbirth, or medical conditions related
to pregnancy or childbirth, political affiliation or religious affiliation or ideas, culture, creed,
social origin or condition, genetic information, sexual orientation, gender identity or
expression, national origin, ancestry, age, disability, military service or veteran status, or
marital status. The Parties shall take affirmative action to ensure that applicants are
employed and that employees are treated during employment without regard to their race,
color, religion, sex, pregnancy, childbirth or medical conditions related to pregnancy or
childbirth, political affiliation or religious affiliation or ideas, culture, creed, social origin or
condition, genetic information, sexual orientation, gender identity or expression, national
origin, ancestry, age, disability, military service or veteran status, or marital status. 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
Parties shall, to the extent such provisions apply, comply with Titles VI and VII of the Civil
Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et seq.); the Rehabilitation Act of
1973, as amended (29 U.S.C. §§ 701, et seq.); the Age Discrimination in Employment Act
of 1967, as amended (29 U.S.C. §§ 621, et seq.); the Immigration Reform and Control Act
of 1986 (Pub. L. No. 99-603) (“IRCA”); and Arizona Executive Order 2009-09, as amended
by Executive Order 2023-01, which mandates that all persons shall have equal access to
employment opportunities. The Parties shall also comply with all applicable provisions of
the Americans with Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.).

RIGHT TO EXTEND CONTRACT

The Contract may be extended by mutual written and signed agreement of the Parties for
additional terms up to one-year each. The Scope of Work and costs will be subject to
renegotiation for each extension.

DISPUTES - MEDIATION/ARBITRATION

In the event that any dispute arises out of this Contract the Parties shall meet and confer
in an effort to resolve the dispute. In the event that such efforts to resolve the dispute are
unsuccessful, the Parties shall resolve the dispute by arbitration pursuant to A.R.S. § 12-
1518(A).

CHANGES

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

1). Work Statement activities reflecting changes in the scope of services,

SECTION |

20.

21.

22.

Funding Source, or County regulations, policies, or requirements.

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

3). Contractor reimbursement schedules and program budgets

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

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

ISRAEL BOYCOTT

By submitting this Contract, the Contractor certifies that they are in compliance with A.R.S.
§ 35-393.01.

WRITTEN CERTIFICATION PURSUANT TO A.R.S. § 35-394.

Contractor warrants and certifies that it does not currently, and agrees for the duration of
the Contract, that it will not use:

1. The forced labor of ethnic Uyghurs in the People’s Republic of China.

2. Any goods or services produced by the forced labor of ethnic Uyghurs in the
People’s Republic of China.

3. Any contractors, subcontractors or suppliers that use the forced labor or any
goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China. If Contractor becomes aware during the term of this
Agreement that the Contractor is not in compliance with this paragraph,
Contractor shall notify the County within five business days after becoming aware
of the noncompliance. If Contractor fails to provide a written certification that the
noncompliance remedied within 180 days after notifying the County of its
noncompliance, the Contract terminates, except that if the Contract termination
date occurs before the end of the 180-day period, the Contract terminates on the
termination date.

ADVERTISEMENTS

Except as specifically permitted in this Contract, each Party shall not use the names or
trademarks of the other Party, or any affiliated entities, in any advertising, publicity,
endorsement, or promotion unless the Party has provided prior written consent for the
particular use contemplated. The terms of this section survive the termination, expiration,
non-renewal, or rescission of this Contract.

SECTION II WORK STATEMENT

fs DEFINITIONS:
A. MCDPH refers to Maricopa County Department of Public Health.
2. BACKGROUND:

The Area Agency on Aging was awarded a grant from US Aging to administer Influenza,
COVID-19 and Shingle vaccinations to adults aged 60 and older.

3. SERVICE GOALS:

Area Agency on Aging contacted Maricopa County Public Health about partnering with
them to provide clinics throughout the Valley to administer 2,000 vaccinations.

4. SERVICE OBJECTIVES/ACTIVITIES:

The Area Agency on Aging (Contractor) wishes to partner with Maricopa County
Department of Public Health (County) to provide vaccines to older adults aged 60 years
and older. The focus will be on Influenza, COVID-19, and Shingles vaccines. Vaccine
will be available at scheduled County adult immunization clinic locations.

4. OTHER REQUIREMENTS

The Contractor agrees to the perform the following duties to fulfill its obligation under this
Contract:

A. Provide direction relating to policy, information, and procedural requirements.

B. Coordinate with County the administration of Influenza, COVID-19, and Shingles
vaccinations throughout the term of this Contract.

C. Refer the client(s) in need of vaccinations to County clinics.
D. Attend clinics to assist with client survey completion.
E. Be responsible for its own negligence and liability.

The County agrees to the perform the following duties to fulfill its obligation under this
Contract:

A. Conduct vaccinations clinics and administer Influenza, COVID-19, and Shingles
vaccines to adults 60 - 64 years of age.

B. Work with pharmacy partners to administer Influenza, COVID-19, and Shingles
vaccines to Medicare eligible adults 65 years of age and older.

C. Administer a survey for eligible clients 60 years of age and older who receives an
Influenza, COVID-19, or Shingles vaccine.

D. Be responsible for its own negligence and liability.

SECTION Ill

COMPENSATION

1.

COMPENSATION

A.

Subject to the availability of funds, the Contractor shall pay the County for the
services described herein for a sum not to exceed the contract budget amount
listed on Attachment A: Itemized Service Budget of this contract.

The Contractor shall pay the County $3,500 per community-based immunization
clinic vaccination clinic. Clinics may be located at, but not limited to, senior
centers, community centers, housing units, and churches.

METHOD OF PAYMENT

A. County shall submit monthly invoices by the 15" of each month.

B. Contractor shall send payment to the Contractor 30-60 days after receipt of the

monthly invoice. The County shall not-exceed $100,000 over the contract term.

SCHEDULE OF DELIVERABLES AND PAYMENT SCHEDULE

A.

B.

C.
noti

County must administer vaccinations to no less than 2000 clients.
County shall submit monthly reports to Contractor that includes number of clients,
clients age, number of vaccinations administered for COVID-19, Influenza, and
Shingles and the number of clients referred to pharmacy partners.

This Contract can be terminated by either party at any time with 30 days written

METHOD OF PAYMENT

A.

County shall submit a payment request. This payment request must contain the
following:

Signature authorizing the request
Invoice number

Description

Amount

Date

The County must maintain and have available upon request supporting documents
for each monthly reimbursement request, including invoices of costs incurred and
expenditure reports.

The Contractor will, within 30 days from the date of receipt of documents
enumerated herein, process and remit to the County payment up to the maximum
total allowable for services provided. Should the Contractor make a disallowance
in the claim, the claim shall be processed for the reduced amount. If the County
protests the amount or the reason for a disallowance, the protest shall be
construed as a dispute concerning a question of fact within the meaning of the
“Disputes” clause of this Contract.

SECTION IV COMPENSATION

Fs The County shall submit invoices to:
Cindy Saverino
1366 E. Thomas Road
Suite #108
Phoenix, AZ 85014

Email: cindy.saverino@aaaphx.org

5. NOTICE

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

Department Contractor:
Maricopa County Department of
Public Health The Area Agency on Aging
Public Health Attn: Cindy Saverino
Attn: Machrina Leach 1366 E. Thomas Rd,
Suite #108

Phoenix, AZ 85014

4041 N Central Ave, Suite 1400
Phoenix, AZ 85012

Attachment A: Itemized Service Budget

BUDGET

OPERATIONS

VACCINE

INDIRECT

Personnel Costs

Payroll Taxes

Fringe Benefits

Travel
Supplies

Shingles
Covid
Flu 65+

Indirect Cost

DESCRIPTION
1 Nurse for 4mths (25%)
1 Office Assistant for 4mths
(24%)
Personnel Total
7.65% + 12.29%
Payroll Taxes

Fringe Benefits Total

Mileage
Medical/Office Supplies
Operations Total

$171.96
so
$18.00
Vaccine Total

15.65%
Indirect Total

GRAND TOTAL
Amount to be Awarded

6,612.00

2,756.16

519.71
500.00

300
800
1801

1,466.12

9,368.16

1,868.01

2,272.00

1,019.71

$51,588.00
$0.00
$32,418.00
84,006.00

1,466.12

100,000.00
100,000.00