REGSSOLUTIONSSCALEPHIICONTRACT (00).PDF

C-86-18-069-3-00
AGREEMENT
between
The Institute for Healthcare Improvement and
Maricopa County Department of Public Health on behalf of Health Improvement Partnership of
Maricopa County
This agreement is made effective as of January 1, 2018 (the “Effective Date”), by and between Institute
for Healthcare Improvement, a non-profit organization incorporated under the laws of Michigan and the
Executive Sponsor for the 100 Million Healthier Lives initiative (“IHI”), and Maricopa County Department
of Public Health on behalf of Health Improvement Partnership of Maricopa County. IHI and Maricopa
County Department of Public Health on behalf of Health Improvement Partnership of Maricopa County
are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
BACKGROUND
A. IHI is a leading innovator in health and health care improvement worldwide. For more than 25
years, we have partnered with visionaries, leaders, and front-line practitioners around the globe to
spark bold, inventive ways to improve the health of individuals and populations. Recognized as an
innovator, convener, trustworthy partner, and driver of results, we are the first place to turn for
expertise, help, and encouragement for anyone, anywhere who wants to change health and health care
profoundly for the better. To advance our mission, IHI’s work is focused in five key areas: Improvement
Capability; Person- and Family-Centered Care; Patient Safety; Quality, Cost, and Value; and Triple Aim
for Populations.
B. The Maricopa County Department of Public Health (MCDPH) has achieved national accreditation
through the Public Health Accreditation Board (PHAB). The Office of Performance Improvement (OPI)
facilitated the Department's preparation for accreditation through collaboration, coordination, and
technical support.
C. The Health Improvement Partnership of Maricopa County is a collaborative effort between
Maricopa County Department of Public Health and more than 100 public and private organizations
addressing priority health issues through the 2012-2017 Community Health Improvement Plan. Many
participants are from organizations that have been involved since the Community Health Assessment
process, and others have joined as the CHIP has taken shape.
GSDOCS\2192827

Under this Agreement, IHI invites Health Improvement Partnership of Maricopa County to participate in
100 Million Healthier Lives SCALE 2.0 Regions of Solution, and to perform the services described herein.
AGREEMENT
The Parties hereby agree as follows:
1. Institute for Healthcare Improvement Services and Scope of Work
To support Health Improvement Partnership of Maricopa County’s participation, IHI will:
▪ Convene calls, meetings, coaching opportunities to support the Regions of Solutions
communities in their journey toward becoming a Community of Solutions, including but not
limited to, monthly update calls, Multi-Regional Network Coaching Calls, and National
Community Health Improvement and Leadership Academies (National CHILAS).
2. Health Improvement Partnership of Maricopa County Services and Scope of Work
The funding provided in this Agreement is intended to (i) connect and support communities in
meaningful participation in SCALE 2.0.
i. Health Improvement Partnership of Maricopa County’s process and deliverables (collectively,
the “Deliverables”) will include:
a. Completing the Community Transformation Action Plan (C-TAP) at regular intervals as
detailed in the below table;
b. Participating in regular formative evaluation requests on your activities, metrics, and
learning as detailed in the below table;
c. Implementing your SCALE-Up Plan and supporting your SCALE-Up Communities as
detailed in the below table;
DELIVERABLE FREQUENCY
Completing Monthly Progress Report and Vital Signs and review
and update Scale-Up Plan as needed (In C-TAP) Monthly
Completing and/or Update Driver Diagram, Community Priority
Areas Goals, Scale-up Plan Goals, Wellbeing Assessment Strategy
and Addressing Racism Goals (in C-TAP) Quarterly
Completing Community Transformation Map and Chart Your Path
(in C-TAP) Every Six Months
Monthly and/or quarterly (some
Report progress and PDSA using the Measure What Matters items reported monthly and
platform others quarterly)
Completing 100MHL Wellbeing Surveys (adult and/or adolescent
and/or child) and report in Measure What Matters At least Quarterly
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Completing Readiness Diagnostic Tool (RDT) Upon Phase 2
Participating in the evaluation of Phase 2 scale-up efforts (outside
of reports within C-TAP) Ongoing
Planning and leading SCALE-Up CHILA 1 including providing rapid
feedback during the SCALE-Up CHILAs and completing the SCALE- Dates to be determined (not
Up CHILA evaluation survey before February 2018)
Identifying, engaging and orienting your SCALE-Up communities
(communities, organizations, and individuals participating in your Ongoing, in accordance with
SCALE-Up Plan) SCALE-Up Plan
Actively working to implement your SCALE-Up Plan (with your Starting in January 2018 and in
SCALE-Up communities) accordance with SCALE-Up Plan
Providing monthly coaching and support to your SCALE-Up
communities (communities, organizations, and individuals
participating in your SCALE-Up Plan) Monthly
Supporting communities, organizations, and individuals
participating in your SCALE-Up Plan efforts to complete the Beginning after SCALE-Up CHILA 1
Abridged C-TAP and then monthly
d. Fully participating and attending all core SCALE activities including but not limited to
Activity For Facilitated By Length Number/Frequency Type
Multi-Regional Local SCALE Coaches 1 hour Monthly Virtual
Network Calls Improvement
Advisers
Individual SCALE Local SCALE Coach(es) 1 hour Monthly Virtual
Community Calls Improvement
Adviser
SCALE Monthly Update SCALE Community SCALE 1.5 Monthly Virtual
Calls members Implementation hours
Team
Milestone Calls Tripod (Local SCALE Coaches; 1 hour Quarterly Virtual
Improvement members of
Adviser, System SCALE
Leader, Implementation
Community & Evaluation
Champion) Team
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Community Champions Community Ziva Mann/ 1 hour Monthly Virtual
Calls Champions Shemekka
Coleman
Specialized Coaching Appropriate SCALE Specialized Varies Varies (specialized Virtual
Calls Community Coaches coaching is by
members request)
SCALE Coaches as
needed
To accomplish these deliverables, Health Improvement Partnership of Maricopa County will
• Allocate staff and/or volunteers to this project;
• Have a 501(c)(3) or municipality organization that is willing and able to receive SCALE funds;
• Provide a local SCALE budget on how SCALE funds will be spent;
• Provide financial a report how SCALE funds have been spent by May 15, 2018
3. Compensation
To support the services detailed in Section 2 of this Agreement, IHI shall provide Maricopa County
Department of Public Health on behalf of Health Improvement Partnership of Maricopa County funding
in the amount of $21,000 according to the payment schedule set forth below. This fee includes $1,000
for meetings costs of SCALE-Up CHILA 1.
Payment Schedule
Payment Schedule:
▪ $6,300.00 upon the signing of this agreement;
▪ $8,400.00 on or before March 15, 2018;
▪ $6,300.00 upon completion of contract deliverables on or before April 30, 2018
Payment Terms
All payments due pursuant to this Agreement shall be payable in United States Dollars and shall be made
by check or electronic funds transfer (EFT) through the Automated Clearing House (ACH) payment system
(please see attached payment form) to “Maricopa County Department of Public Health”.
Institute for Healthcare Improvement
20 University Rd, Cambridge, MA 02148
Email: HBarboza@ihi.org
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Attn: Heather Barboza
4. Relationship of the Parties
While IHI is pleased to be working together with Maricopa County Department of Public Health on
behalf of Health Improvement Partnership of Maricopa County, by entering into this Agreement, the
Parties are not creating or forming a joint venture, partnership, or agency relationship, and nothing in
this Agreement shall be interpreted as creating a joint venture, partnership, or agency relationship
between the Parties.
5. Intellectual Property
(a) Any and all Work Product (as defined below) developed by Health Improvement Partnership of
Maricopa County whether or not as part of the Services and provided by Health Improvement
Partnership of Maricopa County to IHI pursuant to this Agreement shall be and remain the intellectual
property of Health Improvement Partnership of Maricopa County, provided that IHI shall be free to use
or disclose such materials (with appropriate credit to Health Improvement Partnership of Maricopa
County and the other authors thereof) for any non-commercial purpose. For purposes of this
Agreement, “Work Product” shall mean all documents, change packages, charters, bibliographies,
descriptions of tests of change, instructional materials and sample learning session agendas,
correspondence, reports, models, literature, methods, processes, photographs, plans, sketches,
specifications, drawings or similar results and embodiments of the Services that may be prepared,
conceived, developed, created or obtained by IHI in connection with the Services.
(b) Any and all materials developed by IHI and provided by IHI to Health Improvement Partnership
of Maricopa County shall be and remain the intellectual property of IHI, and Health Improvement
Partnership of Maricopa County may only use and/or rely on such materials in providing Services to IHI
within the context of this Agreement.
(c) Without limitation of the foregoing, any such materials jointly developed by IHI and Health
Improvement Partnership of Maricopa County in connection with IHI’s performance of the Services shall
be and remain the joint intellectual property of IHI and Health Improvement Partnership of Maricopa
County. Such jointly developed materials may be utilized by Health Improvement Partnership of
Maricopa County and IHI provided that all such jointly developed materials shall clearly indicate such
joint authorship, including both IHI and Health Improvement Partnership of Maricopa County name, and
any authors or researchers are credited appropriately.
6. Confidentiality
Each Party shall maintain in confidence, and shall use and disclose only as authorized by the other Party
all Confidential Information (as defined below) that such Party obtains or receives in connection with
this Agreement. Notwithstanding the foregoing, the receiving Party may disclose Confidential
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Information that is required by law or regulation of any governmental authority or any order of any
court, agency or proceeding to be disclosed, provided that the receiving Party shall notify the disclosing
Party of any such requirement and give the disclosing Party a reasonable time to obtain an injunction or
take other action it deems appropriate to prevent such disclosure. “Confidential Information” shall
mean information pertaining to the business, finances, employees, patients, services or technology of
either Party which is disclosed or otherwise made available by one Party to the other Party and (a) is
clearly labeled or otherwise identified in writing as confidential, or (b) is identified orally as confidential
at the time of disclosure with written confirmation within fifteen (15) days thereafter. The Parties
acknowledge that the disclosure of certain identifiable patient information may be restricted by federal,
state and local law, and agree that if such information is to be disclosed, the Parties shall enter into a
separate agreement regarding such disclosure and that such information shall be protected in
accordance with applicable law. The terms of this Agreement will be treated as Confidential
Information; however, the existence of this Agreement will not be Confidential Information.
7. Non-Exclusive Agreement
This Agreement is a non-exclusive agreement and IHI is free to provide to third parties services similar to
the Services.
8. Change of Scope or Change in Dates
Health Improvement Partnership of Maricopa County will provide the Services as described in Section 1
above. In the event of a change in scope, dates of service or other service delivery details, Maricopa
County Department of Public Health on behalf of Health Improvement Partnership of Maricopa County
will work with IHI to develop a mutually agreed upon change order. This order will be executed as an
amendment to this Agreement and will include any change in pricing, delivery schedule or terms. For a
change in services or scope of work, each Party’s contacts are as follows:
For IHI:
Institute for Healthcare Improvement
20 University Road, 7th Floor
Cambridge, MA 02138
Attn: Aleya Martin
Email: amartin@ihi.org
For Maricopa County Department of Public Health on behalf of Health Improvement Partnership of
Maricopa County:
Address:____________________________ 4041 N Central Avenue
Address:____________________________ Suite 700, Phoenix, AZ 85012
Attn: ______________________________ Seth Fritsch
Email: ______________________________ sethfritsch@mail.maricopa.gov
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9. Term and Termination
(a) Term. This Agreement shall commence as of the Effective Date and shall remain in effect
through April 30, 2018 for a period of 4 months. The initial term and each further term (if any) as
agreed upon by the Parties in writing shall be referred to herein as a “Term”. If the Parties do not so
extend any Term, then this Agreement will terminate at the end of then-current Term.
(b) Termination. Either Party may terminate this Agreement for any reason or no reason on sixty
(60) days prior written notice to the other Party. In addition, either Party may terminate this Agreement
if the other Party materially breaches its obligations hereunder and the breach is not cured within
fifteen (15) days after receipt of notice of the breach from the other Party.
(c) Effect of Termination. If this Agreement is terminated prior to the expiration of then-current
Term, within ten (10) days of the date of termination IHI shall pay to Maricopa County Department of
Public Health on behalf of Health Improvement Partnership of Maricopa County a pro-rated portion of
the consideration due hereunder and all reimbursable expenses accrued through the date of
termination. All of the provisions of this Agreement shall survive termination of this Agreement.
10. Dispute Resolution and Enforcement
If a dispute arises out of or relates to this Agreement or the breach thereof, and if the dispute cannot be
settled through negotiation, the Parties agree first to try in good faith to settle the dispute by mediation,
conducted in the Boston, Massachusetts area, before resorting to arbitration, litigation, or another
dispute resolution procedure. The Parties shall attempt in good faith to agree upon a mediator. If the
dispute cannot be resolved by negotiation or mediation, it shall be determined by binding arbitration.
Any and all disputes between or among the Parties relating to any matter under this Agreement that
cannot be amicably resolved shall be subject to compulsory arbitration under the commercial
arbitration rules of the American Arbitration Association (the “AAA”) then in effect. The arbitration shall
be conducted in Boston, Massachusetts by one arbitrator agreed upon by the Parties or, in the absence
of agreement, appointed by the AAA. The arbitrator shall have authority to grant preliminary or interim
relief. Any award by the arbitrator or order providing for preliminary or interim relief shall be
enforceable in any court of competent jurisdiction.
11. Indemnification and Limitation of Liability
(a) Each Party shall indemnify and hold the other Party, its directors, officers, agents, and
employees, harmless from any and all costs, expenses, liability, loss, claims, fines, penalties or damages
arising out of or resulting from: (i) the indemnifying Party’s breach of any representation, warranty or
obligation of such indemnifying Party set forth in this Agreement or (ii) the negligent or wrongful acts or
omissions of the indemnifying Party, its agents or employees in connection with this Agreement.
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(b) Except as required to fulfill a Party’s obligations of indemnification under this Agreement,
neither Party shall be liable to the other Party for any special, consequential, incidental, or indirect
damages (including lost profits) arising out of a Party’s performance or non-performance pursuant to
this Agreement. The exclusion and limitation of liability set forth in this Section 13(b) shall not apply to:
(i) damage to real or tangible personal property resulting from a Party’s negligent acts or omissions or
(ii) damages or other liabilities arising out of or relating to a Party’s gross negligence, willful misconduct
or intentional acts.
(c) In no event shall IHI’s liability arising out of or related to this Agreement, whether arising out of
or related to breach of contract, tort (including negligence) or otherwise, exceed the aggregate amounts
paid or payable to IHI pursuant to this Agreement.
12. Use of Name
Health Improvement Partnership of Maricopa County and IHI agree to use each other’s trademark,
service mark, symbol or logo thereof in press releases, advertising, and other public communication as it
relates to SCALE Regions of Solutions and/or the 100 Million Healthier Lives initiative as a whole.
Throughout the Term of this Agreement, each Party will ensure that its activities conducted within the
context of this Agreement are in furtherance of, and consistent with, the overall research, educational
and quality of patient care objectives of IHI. Related to any other joint projects, Health Improvement
Partnership of Maricopa County and IHI shall not use each other’s trademark, service mark, symbol or
logo thereof in any press release, advertising, publicity or other public communication without the prior
approval, but may refer to each other by name in documents where appropriate.
13. Compliance with Laws
Each Party agrees that it will comply in all material respects with all applicable federal and state laws,
regulations, rules or orders in performing its obligations under this Agreement.
14. Anti-Corruption Compliance
The Parties shall conduct themselves in an ethical, lawful, businesslike and professional manner in
performance of this Agreement and shall comply with all applicable laws, regulations and directives that
may apply to them in the United States or elsewhere. Each Party shall reasonably assist the other Party
to assure such compliance at all times during the Term of this Agreement. Without limiting the
foregoing and for avoidance of doubt, IHI shall obey all applicable laws or regulations in U.S. Foreign
Corrupt Practices Act (“FCPA”) (15 USC §§ 78dd-1, et seq.) and any similar anti-bribery provisions or
regulations. In performing its obligations under this Agreement, Maricopa County Department of Public
Health on behalf of Health Improvement Partnership of Maricopa County, its officers, directors,
employees and agents shall not give or offer to give any payment or other thing of value, in violation of
the FCPA, to: (i) any official or employee of any government or political party; (ii) any entity in which
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such official or employee has an interest; (iii) any person acting on behalf of such official or employee;
(iv) any family member of such an official or employee; or (v) any government or state-owned enterprise
(regardless of whether such ownership is by a national, provincial, local or other government authority
or entity). Maricopa County Department of Public Health on behalf of Health Improvement Partnership
of Maricopa County shall keep accurate books and records of all business transactions, which shall
include sufficient detail to make the nature of each transaction transparent, and shall implement and
maintain internal accounting controls based on sound accounting principles to ensure compliance
therewith. Maricopa County Department of Public Health on behalf of Health Improvement Partnership
of Maricopa County’s failure to adhere to the requirements of this Section 16 shall be grounds for IHI to
terminate this Agreement for material breach.
15. Assignment
Neither Party may assign all or any part of its rights or obligations hereunder without the prior written
consent of the other Party.
16. Severability
Each clause of this Agreement is a distinct and severable clause, and if any clause is deemed illegal, void
or unenforceable, the validity, legality or enforceability of any other clause or portion of this Agreement
will not be affected thereby.
17. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth
of Massachusetts without regard to choice or conflict of law provisions that would cause the application
of the domestic substantive laws of any other jurisdiction. Any dispute or controversy that is not
resolved pursuant to Section 12 above shall be resolved by the courts in the Commonwealth of
Massachusetts, and the Parties expressly agree to the jurisdiction of those courts.
18. Entire Agreement; Amendment
This Agreement, including all schedules and attachments attached hereto, constitutes the entire
understanding between the Parties, and supersedes and replaces all prior and contemporaneous
agreements, understandings, writings and discussions between the Parties, with respect to the subject
matter of this Agreement. The terms of this Agreement can be modified only in writing and signed by
both Parties.
19. Notices
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All notices, consents, approvals and other similar communications hereunder (“Notices”) shall be in
writing only and shall be sent by registered or certified United States mail, return receipt requested,
postage prepaid, or sent by recognized overnight delivery service (e.g. Federal Express, UPS or
Airborne), or email or fax (with confirmation of receipt), addressed to the Parties at the address set
forth below or such other address as either Party may hereafter designate as its notice address.
If to IHI:
Institute for Healthcare Improvement
20 University Road, 7th Floor
Cambridge, MA 02138
Attn: Aleya Martin
Email: amartin@ihi.org
Phone: (617) 575-7755
If to Customer:
4041 N Central Avenue, Suite 700
Address:____________________________
Address:____________________________ Phoenix, AZ 85012
Attn: ______________________________ Seth Fritsch
Email: ______________________________ sethfritsch@mail.maricopa.gov
Phone: ____________________________ 602-372-0456
Fax: _______________________________ 602-506-6885
All Notices shall be deemed given on the date deposited in the U.S. mail as hereinabove required or
deposited with the overnight delivery service; provided, however, the time period for which a response
to any such Notice shall commence to run from the date of actual receipt thereof as reflected by the
receipt therefore, it being agreed that refusal or inability to deliver because of a change of address of
which no Notice was given shall constitute delivery as of the date such delivery was attempted.
[Signature page follows]
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C-86-18-069-3-00
IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement as of the
Effective Date, in one or more counterpart copies, each of which shall be deemed to be an original for all
purposes.
Institute for Healthcare Improvement
Name: Amy Hosford-Swan Date
Title: Chief Financial Officer, Finance
MARICOPA COUNTY by and through its
Maricopa County Department of Public Health on behalf of Health Improvement Partnership of
Maricopa County
Name: Steve Chucri Date
Title: Chairman, Board of Supervisors
APPROVED TO FORM:_________________________________
Attorney for County, MCAO
ATTEST:___________________________________
Office of the Clerk of the Board
SIGNATURE PAGE TO SERVICES AGREEMENT