PROVIDER AGREEMENT -WESLEY COMMUNITY HEALTH CENTERS , INC SIGNED.PDF

PUBLIC HEALTH
PROVIDER AGREEMENT
between
MARICOPA COUNTY
by and through the
DEPARTMENT OF PUBLIC HEALTH
and
WESLEY COMMUNITY HEALTH CENTERS
This non-monetary PROVIDER AGREEMENT (“Agreement”) is hereby made and entered into by and
between Maricopa County, a political subdivision of the State of Arizona, by and through its
Department of Public Health (“MCDPH” or “County”), and Wesley Community Health Centers
(“Provider” or “Contractor”).
A. PURPOSE
MCDPH has received American Rescue Plan Act (“ARPA”) funding designated for the purchase and
distribution of vaccines for uninsured and underinsured adults residing within Maricopa County.
The purpose of this Agreement is to establish the terms and conditions under which Provider shall
participate in the Community Vaccine Provider Program by screening eligible individuals, properly
storing vaccine inventory distributed by MCDPH, administering vaccines, and complying with all
reporting, monitoring, and program requirements.
Provider acknowledges and agrees that all vaccine inventory distributed pursuant to this Agreement
shall be used solely for eligible uninsured and underinsured adult patients in accordance with
program requirements and applicable law.
B. STATEMENT OF MUTUAL BENEFIT AND INTEREST
The parties agree that the activities conducted pursuant to this Agreement are intended to improve
equitable access to immunization services for uninsured and underinsured adults throughout
Maricopa County and to promote public health and disease prevention.
C. MCDPH AGREES TO:
1. Purchase vaccines utilizing available ARPA or other authorized funding.
2. Receive, inspect, maintain, and store vaccine inventory in accordance with manufacturer
specifications and applicable cold chain requirements.
3. Distribute vaccine inventory to approved Provider locations subject to vaccine availability
and program priorities.
4. Establish vaccine ordering, reporting, compliance, and inventory management procedures.
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5. Monitor Provider compliance with program requirements and this Agreement.
6. Require periodic reporting regarding vaccine administration, inventory, storage, and
utilization.
7. Retain ownership of vaccine inventory until administered to eligible patients.
8. Conduct monitoring activities, including announced or unannounced site visits and audits.
9. Suspend vaccine distribution or terminate participation for noncompliance with program
requirements or this Agreement.
10. Maintain records relating to vaccine purchasing and distribution as required by applicable
law and grant requirements.
D. PROVIDER AGREES TO:
1. Identify uninsured and underinsured adult patients eligible to receive vaccine through this
program.
2. Maintain and utilize a documented screening process to verify uninsured and underinsured
status at the time of each patient encounter.
3. Request vaccine inventory only for anticipated clinical need for eligible patients.
4. Receive, inspect, store, handle, monitor, transport, and administer vaccine inventory in
accordance with:
o manufacturer specifications;
o CDC guidance;
o ACIP recommendations;
o Arizona Department of Health Services requirements;
o applicable cold chain standards; and
o all federal, state, and local laws and regulations.
5. Maintain vaccine storage equipment capable of meeting all required temperature
standards.
6. Maintain continuous temperature logs and written cold chain procedures.
7. Immediately notify MCDPH of:
o cold chain failures;
o temperature excursions;
o vaccine spoilage;
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o theft or loss;
o adverse events; or
o inventory discrepancies.
8. Ensure all personnel administering vaccines are properly licensed, trained, credentialed,
and authorized under applicable law.
9. Not charge patients for vaccine supplied under this Agreement. Administrative fees may
only be charged as permitted by law and must be waived for individuals unable to pay.
10. Maintain patient confidentiality and comply with all applicable privacy and security laws,
including HIPAA.
11. Submit all required reports in the format and timeframe established by MCDPH.
12. Maintain all records relating to vaccine receipt, storage, handling, screening,
administration, and reporting for a minimum of five (5) years following expiration or
termination of this Agreement.
13. Cooperate fully with all monitoring, audit, inspection, and compliance activities conducted
by MCDPH or authorized governmental entities.
14. Comply with all applicable federal grant requirements and ARPA funding conditions.
15. Refrain from selling, transferring, diverting, or otherwise improperly using vaccine inventory
provided under this Agreement.
16. Return unused vaccine inventory immediately upon request or termination of this
Agreement.
E. E-VERIFICATION OF EMPLOYEES
Provider warrants compliance with all federal immigration laws and regulations relating to
employees and compliance with A.R.S. § 23-214(A).
Provider further agrees:
1. Provider and its subcontractors shall verify the employment eligibility of all employees
through the E-Verify program and maintain records as required by law.
2. A breach of this warranty shall constitute a material breach of this Agreement and may
result in termination.
3. County retains the right to inspect Provider employment records related to compliance with
this section.
4. Nothing herein shall be construed to create an employment relationship between County
and Provider personnel.
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F. FORCED LABOR OF ETHNIC UYGHURS
Provider certifies that is does not currently, and agrees for the duration of this Agreement 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 good or
services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.
G. IT IS MUTUALLY UNDERSTOOD AND AGREED BY AND BETWEEN THE PARTIES THAT:
1. EFFECTIVE DATE
This Agreement shall begin on September 1, 2026, and shall terminate on December 31, 2026,
unless terminated earlier pursuant to this Agreement.
2. NON-FUND OBLIGATING DOCUMENT
This Agreement does not obligate County to distribute any minimum quantity of vaccine inventory
or provide funding to Provider.
Participation in this program is contingent upon vaccine availability, funding availability, and
continued program authorization.
3. MODIFICATION OR AMENDMENT
Modifications or amendments to this Agreement shall be made only by written instrument executed
by authorized representatives of both parties.
4. TERMINATION
4.1 Termination for Convenience
Either party may terminate this Agreement upon thirty (30) calendar days written notice.
4.2 Immediate Termination
County may immediately terminate this Agreement upon written notice if Provider:
a. Loses required licensure or insurance;
b. Misuses vaccine inventory;
c. Fails to comply with cold chain requirements;
d. Violates confidentiality requirements;
e. Fails to submit required reports;
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f. Submits false or misleading information;
g. Becomes suspended or debarred from federal programs;
h. Materially breaches this Agreement; or
i. Creates an immediate risk to public health or safety.
4.3 Obligations Upon Termination
Upon termination, Provider shall immediately:
• cease use of vaccine inventory;
• return unused vaccine inventory;
• submit final reports; and
• comply with records retention requirements.
5. CLIENT CONFIDENTIALITY
Both parties acknowledge that this Agreement is subject to all applicable state and federal laws
protecting confidential health information.
Provider shall maintain confidentiality of all protected health information and confidential
information obtained through this Agreement and shall comply with HIPAA and all other applicable
privacy laws.
County may require execution of a Business Associate Agreement if applicable.
6. RECORDS RETENTION AND AUDIT RIGHTS
Provider shall maintain all financial, inventory, screening, temperature monitoring, and
programmatic records related to this Agreement for a minimum of five (5) years following expiration
or termination.
County, federal agencies, state agencies, grantors, auditors, and authorized representatives shall
have the right upon reasonable notice to inspect, audit, monitor, and copy such records.
7. LAWS, RULES, AND REGULATIONS
Provider shall comply with all applicable federal, state, county, and local laws, rules, regulations,
executive orders, grant requirements, and professional standards.
8. PARTICIPATION IN SIMILAR ACTIVITIES
This Agreement shall not restrict either party from participating in similar activities with other public
or private agencies, organizations, or individuals.
9. INDEPENDENT CONTRACTOR
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Provider is an independent contractor and not an employee, agent, partner, or joint venturer of
County.
Provider shall have exclusive control over its employees and subcontractors.
10. NON-LIABILITY
Neither County nor Provider shall be liable for the acts or omissions of the other party or the other
party’s employees, agents, subcontractors, or representatives.
11. INDEMNIFICATION
To the fullest extent permitted by law, Provider shall defend, indemnify, and hold harmless
Maricopa County, its officers, officials, employees, agents, and representatives from and against
any and all claims, damages, liabilities, losses, costs, expenses, and attorneys’ fees arising out of
or related to Provider’s negligent acts, errors, omissions, misconduct, breach of this Agreement, or
failure to comply with applicable laws or regulations.
The obligations under this section shall survive termination of this Agreement.
12. INSURANCE
12.1 General Requirements
Provider, at its own expense, shall maintain insurance with companies authorized to do business in
Arizona and acceptable to County.
All insurance shall remain in effect throughout the term of this Agreement.
12.2 Commercial General Liability
Commercial General Liability insurance with limits of not less than:
• $2,000,000 each occurrence;
• $4,000,000 Products/Completed Operations Aggregate; and
• $4,000,000 General Aggregate.
12.3 Automobile Liability
Commercial Automobile Liability insurance with a combined single limit of not less than
$2,000,000 each occurrence for owned, hired, and non-owned vehicles used in performance of this
Agreement.
12.4 Workers’ Compensation
Workers’ Compensation insurance as required by Arizona law and Employer’s Liability insurance
with limits of:
• $1,000,000 each accident;
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• $1,000,000 disease each employee; and
• $1,000,000 disease policy limit.
12.5 Professional Liability / Medical Malpractice
Professional Liability insurance with limits of not less than:
• $1,000,000 each claim; and
• $3,000,000 aggregate.
12.6 Cyber Liability
Network Security and Privacy Liability insurance with minimum limits of:
• $2,000,000 each claim; and
• $2,000,000 aggregate.
Coverage shall include:
• data breaches;
• unauthorized access;
• breach notification;
• cyber extortion;
• regulatory defense;
• network interruption; and
• restoration expenses.
12.7 Sexual Abuse and Molestation Coverage
Provider shall maintain coverage for sexual abuse and molestation liability.
12.8 Additional Insured
County shall be named as an Additional Insured on all applicable policies.
12.9 Certificates of Insurance
Certificates of Insurance shall be provided prior to execution of this Agreement and upon renewal.
13. MONITORING AND SITE VISITS
County may conduct announced or unannounced monitoring visits to verify compliance with:
• vaccine storage requirements;
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• temperature monitoring;
• patient screening;
• vaccine administration practices;
• reporting requirements; and
• inventory management procedures.
Provider shall cooperate fully with all monitoring activities and timely correct deficiencies identified
by County.
14. OWNERSHIP OF VACCINE INVENTORY
All vaccine inventory distributed under this Agreement remains the property of County until
administered to eligible patients.
Provider shall not transfer, redistribute, sell, or otherwise use vaccine inventory for unauthorized
purposes.
15. NONDISCRIMINATION
Provider shall not discriminate on the basis of race, color, religion, sex, national origin, age,
disability, sexual orientation, gender identity, or any other protected status. Provider shall comply
with Arizona Executive Order 2009-09, which is incorporated herein by reference as if set forth in full
herein.
16. DEBARMENT AND SUSPENSION
Provider certifies that neither Provider nor its principals are presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded from participation in federal
programs.
Provider shall immediately notify County of any change in status.
17. CONFLICT OF INTEREST
Provider shall comply with all applicable conflict of interest laws and shall disclose any actual or
potential conflicts to County immediately. This Agreement is subject to cancellation by County
pursuant to A.R.S. §38-511.
18. FORCE MAJEURE
Neither party shall be liable for failure to perform caused by events beyond reasonable control
including acts of God, natural disasters, war, terrorism, governmental action, epidemic, pandemic,
labor disputes, or utility failures.
19. COMMUNICATION
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Each party agrees to notify the other in writing regarding any material changes affecting this
Agreement.
20. NOTICES
COUNTY
Maricopa County Department of Public Health
4041 N. Central Avenue
Phoenix, Arizona 85012
Attn: Rita Wermers
Email: rita.wermers@maricopa.gov
PROVIDER
Organization: Wesley Community Health Centers
Address: 1625 N. 39th Avenue Phoenix, AZ 85009
Attn: Wendy Redford
Email: wredford@wesleychc.org
21. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and supersedes all prior
negotiations, discussions, or understandings.
22. GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of Arizona.
Venue for any action arising from this Agreement shall be Maricopa County, Arizona.
IN WITNESS WHEREOF, the parties agree to the terms indicated herein:
FOR AND ON BEHALF OF
MARICOPA COUNTY
By: __________________________________
Chairman, Board of Supervisors
Date: ________________________________
ATTEST:
Clerk of the Board
Date: ________________________________
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APPROVED AS TO FORM:
Attorney for Maricopa County
Date: ________________________________
FOR AND ON BEHALF OF WESLEY COMMUNITY HEALTH CENTERS
By: __________________________________
Chief Clinical Officer
Title: ________________________________
9/3/2026
Date: ________________________________
APPROVED AS TO FORM:
Signature
Date: ________________________________
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