ADELANTE PRTSHP AGMT WITH OH (00).PDF

PARTNERSHIP AGREEMENT
between
MARICOPA COUNTY
by and through the
DEPARTMENT OF PUBLIC HEALTH
4041 N. Central Avenue, #1400, Phoenix, Arizona 85012
and ADELANTE HEALTHCARE
This non-monetary Partnership Agreement is hereby made and entered into by and between Maricopa
County through its Department of Public Health (MCDPH) First Teeth First (FTF) Program and Adelante
Healthcare through its Women Infant and Children (WIC) program. Services thereinafter referred to as
MCDPH Oral Health and Adelante WIC.
A. PURPOSE:
The purpose of this Agreement is to provide oral health screenings and education, as well as
fluoride varnish applications to children 0-5 and pregnant women.
B. STATEMENT OF MUTUAL BENEFIT AND INTERESTS
The mutual benefit for both parties is:
1. to establish a participatory program of cooperative interaction between MCDPH Oral Health
and Adelante WIC
2. to elevate the oral health status of Adelante WIC patients through prevention practices
3. to address oral health services that go beyond preventive
C. MCDPH Oral Health SHALL:
1. Provide licensed dental hygienists and trained bilingual site assistants to conduct the dental
screening and fluoride varnish application at each location.
2. Check State Board of Dental Examiners licensing records on licensed MCDPH dental
providers.
3. Furnish/bring necessary dental supplies needed to conduct the basic oral screening/fluoride
varnish activities to locations.
4. Provide oral health education materials for parents and children.
5. Maintain all patient information according to HIPAA confidentiality requirements.
6. Provide secure transfer of data and forms to Arizona Department of Health Services for billing
and storage. No patient will receive a bill from the First Teeth First Program. Billing for
fluoride varnish application only applies to patients with AHCCCS.
Contact:
Maricopa County Office of Oral Health Supervisor
1645 E Roosevelt Street
Phoenix, Arizona 85006
Telephone Number: (602) 506-6890
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D. Adelante SHALL:
1. Provide adequate space at the location for dental screening and fluoride varnish services to
be delivered.
2. Provide storage space for First Teeth First equipment
E. E-VERIFICATION OF EMPLOYEES:
ADELANTE HEALTHCARE warrants that it is in compliance with A.R.S. § 41-4401 and further
acknowledges:
1. That ADELANTE HEALTHCARE 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 ADELANTE HEALTHCARE
and any subcontractor employee who works on this Contract to ensure that
ADELANTE HEALTHCARE and all subcontractors are complying with the warranty
provided under subsection A above, and that the ADELANTE HEALTHCARE 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 ADELANTE HEALTHCARE 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
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,
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 ORAL HEALTH services must fully
comply with all applicable requirements for competition.
2. EFFECTIVE DATE
This agreement will begin as of October 1, 2016 and end on September 30, 2021.
Thereafter, this Agreement will be automatically renewed for an additional one (1) year terms
without the necessity of notice of action by either party, however the Agreement may be
terminated as provided by options within the Agreement.
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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 may terminate the instrument in whole, or in part, upon 60 day written notice, at
any time before the date of expiration. Reasons for termination may include but are not
limited to:
• loss of adequate staffing to reasonably continue the provision of services at this site.
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 ORAL HEALTH or ADELANTE HEALTHCARE. The use or disclosure by either
party of any information concerning an eligible 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 ORAL HEALTH or ADELANTE HEALTHCARE
from participating in similar activities with other public or private agencies, organizations, and
individuals.
8. NON-LIABILITY
Neither MCDPH ORAL HEALTH nor ADELANTE HEALTHCARE, 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
MCDPH ORAL HEALTH agrees to indemnify, hold harmless, and defend ADELANTE
HEALTHCARE, 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
MCDPH ORAL HEALTH or any subcontractors or anyone directly or indirectly employed by
either MCDPH ORAL HEALTH or any subcontractors. MCDPH ORAL HEALTH and its
subcontractors shall reimburse ADELANTE HEALTHCARE for its costs, including attorney's
fees for defense of any litigation arising from such claim. MCDPH ORAL HEALTH shall
include a clause to this effect in all subcontracts inuring to the benefit of the ADELANTE
HEALTHCARE.
Similarly, ADELANTE HEALTHCARE agrees to indemnify, hold harmless, and defend
MCDPH ORAL HEALTH 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 ADELANTE HEALTHCARE or any subcontractors or anyone
directly or indirectly employed by either ADELANTE HEALTHCARE or any subcontractors.
ADELANTE HEALTHCARE and its subcontractors shall reimburse MCDPH and Maricopa
County for its costs, including attorney's fees for defense of any litigation arising from such
claim. ADELANTE HEALTHCARE shall include a clause to this effect in all subcontracts
inuring to the benefit of the MCDPH ORAL HEALTH and Maricopa County.
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10. INSURANCE
10.1 ADELANTE HEALTHCARE 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) 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, ADELANTE
HEALTHCARE 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 ADELANTE HEALTHCARE 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 ADELANTE HEALTHCARE sole cost and expense.
ADELANTE HEALTHCARE 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 ADELANTE HEALTHCARE 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, ADELANTE HEALTHCARE 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
Section 12 below.
12. This Agreement is subject to the provision in A.R.S. § 38-511.
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13. PRINCIPAL CONTACTS
The principal contacts for this agreement are:
Maricopa County Department of Public Health Adelante Healthcare
ORAL HEALTH Services WIC Services
Name: Vincent Torres Name: Norma Castaneda
Phone: 602-506-6890 Phone: 602-370-1265
FAX: 602-506-9330 E-mail: ncastanada@adelantehealthcare.com
E-Mail: torresv002@mail.maricopa.gov
Department of Public Health
Office of Acquisition and Grants Management
Katherine Mason
Grant/Contract Administrator
Phone: 602-372-0674
FAX: 602-506-6885
E-Mail: katherinemason@mail.maricopa.gov
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IN WITNESS WHEREOF, the parties agree to the changes indicated herein:
FOR AND ON BEHALF OF FOR AND ON BEHALF OF PARTNER
MARICOPA COUNTY ADELANTE HEALTHCARE
By By
Clint Hickman
Chairman, Board of Supervisors
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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