PARTNERSHIP AGRMT SOUTH PHX HEALTHY START MB DOC.PDF
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Partnership Agreement No. C-86-19- PARTNERSHIP AGREEMENT between MARICOPA COUNTY by and through its DEPARTMENT OF PUBLIC HEALTH and ________ EQUALITY HEALTH____________________ This non-monetary Partnership Agreement is hereby made and entered into by and between Maricopa County by and through its Department of Public Health, hereinafter referred to as MCDPH, through South Phoenix Healthy Start, and partner, Equality Health. A. PURPOSE: The purpose of this Agreement is to provide referrals on the premises of South Phoenix Healthy Start, located at 3230 E Broadway Rd. Suite A-200 Phoenix AZ 85040. B. STATEMENT OF MUTUAL BENEFIT AND INTERESTS The mutual benefit for both parties is: 1. to establish an educational and participatory program of cooperative interaction between MCDPH and Equality Health; 2. to provide referrals for participation in the Healthy Start program and the services it provides. C. MCDPH SHALL: 1. Provide report of enrollment of referrals monthly to Equality Health. 2. Provide Equality Health with a County administrative contact person. The administrative contact person is: Meloney Baty Healthy Start Director 3230 E Broadway Rd Suite A-200 Phoenix, Arizona 85040 Telephone Number: (602) 372-1166 D. EQUALITY HEALTH SHALL: 1) Share with its members the location and times that Healthy Start services are provided. 2) When services provided are deemed appropriate for a members needs and when members consent, make referrals to South Phoenix Healthy Start through secure email, which de-identifies any Protected Health Information, 3) Share with South Phoenix Healthy Start semiannual population health data on utilization rate. E. IT IS MUTUALLY UNDERSTOOD AND AGREED BY AND BETWEEN THE PARTIES THAT: 1. NON-FUND OBLIGATING DOCUMENT This instrument is neither a fiscal nor a funds obligation document. If applicable, any endeavor or transfer of anything of value involving reimbursement or contribution of funds between the parties to this instrument will be handled in accordance with applicable laws, 1 Partnership Agreement No. C-86-19- regulations, and procedures including those for Government procurement and printing. Such endeavors will be outlined in separate agreements that shall be made in writing by representatives of the parties and shall be independently authorized by appropriate statutory authority. This instrument does not provide such authority. Specifically, this instrument does not establish authority for noncompetitive award to the cooperator of any contract or other agreement. Any contract or agreement for MCDPH services must fully comply with all applicable requirements for competition. 2. EFFECTIVE DATE This agreement will begin as of December 1, 2018 and end on March 31, 2019. Thereafter, this Agreement will be automatically renewed for additional one (1) year terms without the necessity of notice of action by either party, however may be terminated as provided by options within this Agreement. Either party may terminate this Agreement upon 30 days prior written notice. 3. MODIFICATION OR AMENDMENT Modifications within the scope of the instrument shall be made by mutual consent of the parties, by the issuance of a written modification or amendment, signed and dated by all parties, prior to any changes being enacted. 4. TERMINATION Either Party, in writing, may terminate the instrument in whole, or in part, with 30 days’ notice, at any time before the date of expiration. 5. CLIENT CONFIDENTIALITY Both parties understand and concur that this agreement is subject to all State and Federal laws, including the Health Insurance Portability and Accountability Act (HIPAA), protecting client confidentiality of health care information. Client/patient type confidentiality will be maintained equally for all individuals presenting for services whether being provided by MCDPH or Equality Health. The use or disclosure by either party of any information concerning an individual served under this agreement is directly limited to the fulfillment of this agreement. 6. LAWS, RULES AND REGULATIONS Both parties understand and concur that this agreement is subject to all State and Federal laws, rules and regulations that pertain hereto. 7. PARTICIPATION IN SIMILAR ACTIVITIES This agreement in no way restricts MCDPH or Equality Health from participating in similar activities with other public or private agencies, organizations, and individuals. 8. NON-LIABILITY MCDPH and their respective officers and employees, shall not be liable for any act or omission by the other party or other party’s subcontractor, employee, officer, agent, or representative occurring in the fulfillment of this agreement. 9. INDEMNITY Each Party (as "indemnitor") agrees to indemnify, defend, and hold harmless the other Party (as "indemnitee") from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as "claims") arising out of the negligent performance of this Agreement, but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee are caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or volunteers. 2 Partnership Agreement No. C-86-19- 10. INSURANCE 10.1 Equality Health and its agents shall obtain and keep in force the following insurance to be issued by insurance carriers with a minimum category rating in A.M. Best’s of B++ or better, as set forth below: a) Workers’ Compensation – Statutory Limit; b) General Liability - $1,000,000; c) Excess Liability - $3,000,000; d) Automobile Liability - $1,000,000 (if applicable); e) Professional Errors and Omissions Insurance - $1,000,000 each claim/ $3,000,000 Aggregate. Each professional or paraprofessional shall also carry Professional Malpractice Insurance. This is in addition to the coverage required above. 10.2 Excluding insurance coverage for 10.1a) and 10.1e), County, its officers, directors, agents and employees shall be named as Additional Insureds & Certificate Holders under the policies of insurance set forth in Subsection 10.1, for any and all purposes arising out of or connected to the Services provided pursuant to this Agreement. 10.3 County shall be a Certificate Holder for Subsection 10.1a. 10.4 Before providing the Services, as identified in Section D above, Equality Health shall furnish County with certificates of insurance evidencing coverage required by this Article. The certificates shall identify County as additional insured and shall be signed by a person authorized by that insurer to bind coverage on its behalf. 10.5 All obligations for occurrence coverage shall survive termination of this Agreement. Other insurance policies required hereby shall expressly provide that such policies shall not be canceled, terminated or materially altered without thirty (30) days prior written notice to County. 10.6 Equality Health shall, and shall cause its agents to comply at all times with all applicable municipal, county, state, federal or other governmental laws, statutes, codes, regulations and other requirements, including, without limitation, environmental health safety and police requirements and regulations respecting the premises used. This compliance shall be at Equality Health’s sole cost and expense. Equality Health shall be solely responsible for any and all chemical or toxic waste or other “hazardous material” disbursement or release and will be solely responsible for the actual “clean-up” should any material be released. In addition, Equality Health will be responsible for any cost and expense associated with said clean-up. As used herein, the term “hazardous materials” shall mean any materials identified as “hazardous materials” in any municipal, county, state, federal or other governmental laws, statutes, codes and regulations. This includes, but is not limited to, blood and bodily fluids. 10.7 All insurance obligations of this Article shall survive termination of this Agreement. 11. COMMUNICATION Each party agrees to notify the other, in writing, of changes in policy which may affect this agreement. Notification to be made to the attention of the principal contacts identified in Sections C and D above. 12. This Agreement is subject to the provision in A.R.S. § 38-511. 3 Partnership Agreement No. C-86-19- 13. PRINCIPAL CONTACTS The principal contacts for this agreement are: Maricopa County, by and through its Equality Health Department of Public Health Name: Meloney Baty Name: Anabell Castro Thompson Phone: 602- 372-4410 Phone: 602-372-4410 / Fax: 602-276-3209 FAX: 602- 276-3209 Email: acthompson@equalityhealth.com E-Mail: Meloney.baty@maricopa.gov Office of Acquisition and Grants Management Department of Public Health Grant/Contract Administrator Phone: 602-372-0674 FAX: 602-506-6885 E-Mail: katherinemason@mail.maricopa.gov 4 Partnership Agreement No. C-86-19- IN WITNESS WHEREOF, the parties agree to the changes indicated herein: FOR AND ON BEHALF OF FOR AND ON BEHALF OF MARICOPA COUNTY, By and through EQUALITY HEALTH its Department of Public Health By By Bill Gates Anabell Castro Thompson Chairman, Board of Supervisors MSN, APRN, NP-C, FAAN Senior Vice-President Date Date ATTEST: Clerk of the Board Date APPROVED AS TO FORM: APPROVED AS TO FORM: Attorney for Maricopa County Signature DATE: DATE: ______ 5