P-50301 WIC WITH WESLEY (00).PDF

P-50301
C-86-17-
AGREEMENT
between
MARICOPA COUNTY
by and through the
DEPARTMENT OF PUBLIC HEALTH
4041 N. Central Avenue, #1400, Phoenix, Arizona 85012
And
Wesley Community Center, Inc.
This non-monetary Agreement (“Agreement”) is hereby made and entered into by and between Maricopa
County (“County”) through its Department of Public Health, Office of Women, Infants and Children (“WIC”)
Services (“MCDPH WIC”), and Wesley Community Center, Inc. an Arizona non-profit corporation d/b/a
Wesley Community and Health Center (“WCHC”).
A. PURPOSE:
The purpose of this Agreement is to provide WIC services on the Premises, as hereinafter defined.
B. STATEMENT OF MUTUAL BENEFIT AND INTERESTS
The mutual benefits for the parties are:
1. to establish an educational and participatory program of cooperative interaction between
MCDPH WIC and WCHC;
2. to provide WIC and other support services to families utilizing WCHC as well as other families
(“Clientele”).
C. MCDPH WIC SHALL:
1. Provide WIC services and any other support/health services provided in partnership with WIC
to presenting Clientele including but not limited to oral health screenings.
2. Provide WCHC with a County administrative contact person. The administrative contact
person is:
Carrie Zavala
WIC Program Manager
4041 N Central Ave, Suite 700
Phoenix, Arizona 85006
Telephone Number: (602) 506-9339
D. WCHC SHALL:
1. Provide a secure space consisting of room numbers 2 and 3 at 1625 N. 39th Avenue,
Phoenix, AZ 85009-2149 (the “Premises”) as demonstrated on Exhibit “A,” attached hereto
and by this reference made a part hereof, for WIC services to be conducted.
2. Provide administrative assistance to facilitate families getting WIC services on site.
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E. E-VERIFICATION OF EMPLOYEES:
WCHS warrants that it is in compliance with A.R.S. § 41-4401 and further acknowledges:
1. That WCHC and its subcontractors, if any, warrant their compliance with all federal
immigration laws and regulations that relate to their employees and their compliance
with A.R.S. § 23-214, subsection A: after December 31, 2007, every employer, after
hiring an employee, shall verify the employment eligibility of the employee through
the e-verify program and shall keep a record of the verification for the duration of the
employee's employment or at least three years, whichever is longer.;
2. That a breach of a warranty under subsection A above shall be deemed a material
breach of this Contract that entitles the County to, among other things, terminate this
Contract without liability;
3. That the County retains the right to inspect the papers of the WCHC and any
subcontractor employee who works on this Contract to ensure that the WCHC and all
subcontractors are complying with the warranty provided under subsection E above,
and that the WCHC shall make all papers and employment records of said
employee(s) available during normal working hours in order to facilitate such an
inspection.
4. That nothing herein shall make the WCHC or any subcontractor an agent or
employee of the County.
F. IT IS MUTUALLY UNDERSTOOD AND AGREED BY AND BETWEEN THE PARTIES THAT:
1. NON-FUND OBLIGATING DOCUMENT
No funds are required to be paid from either party to the other under the terms of this
Agreement. 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, regulations, and procedures including those for
government procurement and printing and will be outlined in separate agreements.
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 WIC
services must fully comply with all applicable requirements for competition.
2. EFFECTIVE DATE
This Agreement will begin as of May 15, 2017 and end on May 14, 2019. Thereafter, this
Agreement will be automatically renewed for an additional one (1) year term beginning on
May 15, 2019 and ending on May 14, 2020 without the necessity of notice of action by either
party, unless either party gives written notice of its intent not to renew at least sixty (60) days
prior to the end of the term. For any reason or for no reason and without consequence or
liability, either party may terminate this Agreement upon sixty (60) days’ prior written notice.
3. MODIFICATION OR AMENDMENT
Modifications to this Agreement 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
The County may terminate this Agreement pursuant to the provisions of A.R.S. § 38-511, the
provisions of which are incorporated herein by this reference.
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5. CLIENT CONFIDENTIALITY
Both parties understand and concur that this Agreement is subject to all State and Federal
laws protecting client confidentiality of health care information. Client/patient confidentiality
will be maintained equally for all individuals presenting for services whether being provided
by MCDPH WIC or WCHC. The use or disclosure by either party of any information
concerning an eligible individual served under this Agreement is prohibited unless
authorization to release information is granted in writing by Client.
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 the County, MCDPH WIC or WCHC from participating in
similar activities with other public or private agencies, organizations, and individuals.
8. NON-LIABILITY
Neither County nor WCHC, nor their respective officers and employees, shall 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
County agrees to indemnify, hold harmless, and defend WCHC, its officers and employees
from and against any and all claims, damages, suits and proceedings, from liability, punitive
damages, costs or expense of every type, all or any part thereof arising out of or in
connection with or by reason of any act or omission of County or any subcontractors or
anyone directly or indirectly employed by either County or any subcontractors. COUNTY and
its subcontractors shall reimburse WCHC for its costs, including attorneys’ fees for defense of
any litigation arising from such claim. COUNTY shall include a clause to this effect in all
subcontracts inuring to the benefit of the WCHC.
Similarly, WCHC agrees to indemnify, hold harmless, and defend and Maricopa County, its
officers and employees from and against any and all claims, damages, suits and
proceedings, from liability, punitive damages, costs or expense of every type, all or any part
thereof arising out of or in connection with or by reason of any act or omission of WCHC or
any subcontractors or anyone directly or indirectly employed by either WCHC or any
subcontractors. WCHC and its subcontractors shall reimburse MCDPH and Maricopa County
for its costs, including attorneys’ fees for defense of any litigation arising from such claim.
WCHC shall include a clause to this effect in all subcontracts inuring to the benefit of the
MCDPH WIC and Maricopa County.
10. INSURANCE
10.1 WCHC 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 - $2,000,000;
c) Excess Liability - $4,000,000;
d) Automobile Liability - $1,000,000 (if applicable);
e) Sexual Molestation Coverage - $1,000,000
f) 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.
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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, WCHC 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 WCHC acknowledges that County is self-insured.
10.6 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.
10.7 WCHC 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 WCHC sole cost and expense. WCHC shall be solely responsible for any and
all chemical or toxic waste or other “hazardous material” disbursement or release of any
kind whatsoever, which is caused by WCHC and its agents, whether accidental or
intentional, and will be solely responsible for the actual “clean-up” should any material
be released on the County site. In addition, WCHC 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.
10.8 All insurance obligations of this Article shall survive termination of this Agreement.
11. PRINCIPAL CONTACTS:
The principal contacts for this Agreement and Notices required herein are:
Maricopa County Department of Public Health Wesley Community and Health Center
WIC Services
Name: Carrie Zavala Name: Blaine Bandi
Phone: 602-506-9339 Phone: 602-368-9616
FAX: 602-506-9330 E-mail: BBandi@wccphx.net
E-Mail: carriezavala@mail.maricopa.gov
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Grants and Contracts
Department of Public Health
Katherine Mason
Grant/Contract Administrator
Phone: 602-506-1829
FAX: 602-372-0674
E-Mail: katherinemason@mail.maricopa.gov
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P-50301
C-86-17-
IN WITNESS WHEREOF, the parties agree to the changes indicated herein:
FOR AND ON BEHALF OF FOR AND ON BEHALF OF WESLEY
COMMUNITY CENTER, INC.
MARICOPA COUNTY
By: By:
Chairman, Board of Supervisors Betty Mathis, Executive Director
Date Date
ATTEST:
Clerk of the Board
Date
APPROVED AS TO FORM: APPROVED AS TO FORM:
Attorney for Maricopa County Signature
DATE: DATE:
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P-50301
C-86-17-
Exhibit “A”
Premises
1625 N. 39th Avenue, Rooms 2 & 3
Phoenix, AZ 85009-2149
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