IGA RE COMMUNITY HLTH WORK PRGM WITH CAC.PDF

INTERGOVERNMENTAL AGREEMENT
MARICOPA COUNTY
by and through the
DEPARTMENT OF PUBLIC HEALTH
4041 N. Central Avenue, #1400, Phoenix, Arizona 85012
1. Agreement No: C-86-16- 2. Agreement Type: Fee-for-Service
3. Agreement Amount: $13,530.00 4. Purpose: Internship Program – CHW
5. Start Date: August 8, 2016 6. Expiration Date: August 10, 2017
This Agreement is entered into by and between the Pinal County Community College District DBA Central Arizona College
(referred to herein as “Contractor”), and Maricopa County, by and through its Department of Public Health (MCDPH) (referred to
herein as “County”). Contractor and the County are collectively referred to herein as the “Parties” and individually as a “Party.”
Contractor, for and in consideration of the covenants and conditions set forth herein, shall provide and perform the services as
set forth below. All rights and obligations of the Parties shall be governed by the terms of this Agreement, its exhibits,
attachments, and appendices, including any subcontracts or amendments as set forth herein and in:
Section I - General Provisions Section III - Work Statement
Section II - Special Provisions Section IV - Compensation
This Agreement contains all the terms and conditions agreed to by the Parties. No other understanding, oral or otherwise,
regarding the subject matter of this Agreement shall be deemed to exist or to bind the Parties. Nothing in this Agreement shall
be construed as consent to any lawsuit or waiver of any defense in a lawsuit brought against the County or the Contractor in any
state or federal court.
Legal Notice under this Agreement shall be given by personal delivery or by registered or certified mail, postage prepaid, return
receipt requested, to the addresses set forth below and shall be effective upon receipt by the Party to whom addressed unless
otherwise indicated in the notice.
Notice to Contractor: Vice President – Business Affairs CFO Phone
Address: 8470 N. Overfield Road, Coolidge, AZ 85128
Notice to County: MCDPH Grants/Contract Unit Phone: (602) 372-0675
Address: 4041 North Central Avenue, Ste #1400, Phoenix, Arizona 85012
IN WITNESS WHEREOF, the Parties enter into this Agreement:
Central Arizona College MARICOPA COUNTY BOARD OF SUPERVISORS
Signature Signature
Name Chris Wodka Name Clint L. Hickman
Title Vice President, Business Affairs/CFO Title Chairman, Board of Supervisors
Date Date
ATTEST:
Signature
Clerk of the Board
Date
Pursuant to A.R.S. § 11-952, the undersigned public agency Pursuant to A.R.S. § 11-952, the Attorney for the Board of
attorney has determined that this Intergovernmental Agreement Supervisors has determined that this Intergovernmental
is in proper form and is within the powers and authority granted Agreement is within the powers and authority granted under the
under the laws of the State of Arizona. laws of the State of Arizona.
Signature Signature
Attorney for Maricopa County
Date Date
1

SECTION I GENERAL PROVISIONS
1. EFFECT
To the extent the Special Provisions are in conflict with the General Provisions, the
Special Provisions shall control. To the extent the Work Statement(s) and the Special or
General Provisions are in conflict, the Work Statement(s) shall control.
2. DEFINITIONS
As used throughout this Agreement, the following terms shall have the following
meanings:
A. Agreement means this document and all attachments and amendments hereto.
B. Contractor means the person, firm or organization listed on the Cover Page of
this Agreement.
C. County means Maricopa County, Arizona.
D. Department means the Maricopa County Department of Public Health.
E. Funding Source means any federal, State, or private agency funding source,
which may impose conditions on the funding that will be passed on to the
Contractor.
3. GENERAL REQUIREMENTS
A. The terms of this Agreement shall be construed in accordance with Arizona law.
Any lawsuit arising out of this Agreement shall be brought in the appropriate
court in Maricopa County.
B. The Contractor shall, without limitation, obtain and maintain all licenses, permits,
and authority necessary to do business, render services, and perform work under
this Agreement, and shall comply with all laws regarding unemployment
insurance, disability, and workers’ compensation.
C. The Contractor is an independent contractor in the performance of work and the
provision of services under this Agreement and is not to be considered an officer,
employee, or agent of the County.
4. AMENDMENTS
All Amendments to this Agreement must be in writing and signed by authorized persons
for both Parties. All amendments shall clearly state the effective date of the action.
5. RETENTION OF RECORDS
A. This provision applies to all financial and programmatic records, supporting
documents, statistical records, and other records of the Contractor that relate to
this Agreement.
B. As required by A.R.S. 35-214, the Contractor shall retain all financial books,
records, and other documents related to this Agreement for five (5) years after
final payment or until after the resolution of any audit questions, which could be
2

SECTION I GENERAL PROVISIONS
more than five (5) years, whichever is longer. County, federal, or State auditors,
and any other persons duly authorized by the County, shall have full access to
and the right to examine, copy and make use of any and all such financial books,
records and other documents. The records will be provided at Arizona State
University, Tempe, Arizona, or another location designated by ASU on
reasonable notice to the County.
6. ASSIGNMENT AND SUBCONTRACTING
No rights, liability, obligations or duties under this Agreement may be assigned,
delegated, or subcontracted without the prior written approval of the County.
7. AGREEMENT COMPLIANCE MONITORING
County shall monitor the Contractor's compliance with, and performance under, the
terms and conditions of this Agreement. On-site visits for compliance monitoring may be
made by the County and/or its grantor agencies at any time during the Contractor's
normal business hours, with not less than two business days’ prior notice given to
Contractor. During an on-site visit, the Contractor shall make its records and documents
related to work performed or services provided under this Agreement available to the
County for inspection and copying.
8. AVAILABILITY OF FUNDS
A. The provisions of this Agreement relating to the payment for services shall
become effective when funds assigned for the purpose of compensating the
Contractor, as provided herein, are actually available to the County for
disbursement. The County shall be the sole authority in determining the
availability of funds under this Agreement and the County shall keep the
Contractor fully informed as to the availability of funds. The County will not
authorize any services under this Agreement unless it has funds available to pay
for such services and County will remain responsible for payment of all services
so authorized.
B. If any action is taken by any State agency, federal department, or any other
agency or instrumentality to suspend, decrease, or terminate its fiscal obligations
under or in connection with this Agreement, the County may amend, suspend,
decrease, or terminate its obligations under or in connection with this Agreement,
subject to subparagraph A. above. If this Agreement is terminated, the County
shall be liable for payment only for services rendered prior to the effective date of
the termination, provided that such services are performed in accordance with
the provisions of this Agreement. The County shall give written notice of the
effective date of any suspension, amendment, or termination under this section
at least ten (10) days in advance.
C. In accordance with A.R.S. § 35-154, if Contractor’s performance under this
Agreement depends on the appropriation of funds by the Arizona Legislature,
and if the Legislature fails to appropriate the funds necessary for performance,
then Contractor may provide written notice of this to County and cancel this
Agreement without further obligation of either Party. Appropriation is a legislative
act and is beyond the control of the Contractor.
3

SECTION I GENERAL PROVISIONS
9. CONTINGENCY RELATING TO OTHER CONTRACTS AND GRANTS
A. The Contractor shall, during the term of this Agreement, promptly inform the
County in writing of the award of any other contract or grant where the award of
such contract or grant may affect either the direct or indirect costs being paid or
reimbursed under this Agreement.
B. County may request, and the Contractor shall provide within a reasonable time,
not exceeding ten (10) working days, a copy of such other contract or grant,
when, in the opinion of the County, the award of the contract or grant may affect
the costs being paid or reimbursed under this Agreement.
C. If the County determines that the award to the Contractor of such other contract
or grant has affected the costs being paid or reimbursed under this Agreement,
the County shall prepare an amendment to this Agreement effecting a cost
adjustment. If the Contractor disputes the proposed cost adjustment, the dispute
shall be resolved pursuant to the "Disputes" clause section contained herein.
10. DEFAULT
Either Party may suspend, modify, or terminate this Agreement immediately upon giving
written notice to the other Party if the other Party fails to perform under or otherwise
breaches any obligation under this Agreement, or upon the occurrence of any event that
may jeopardize the ability of the other Party to perform any of its obligations under this
Agreement.
11. TERMINATION
A. Either Party may terminate this Agreement at any time by giving the other Party
at least thirty (30) calendar days prior written notice. The notice shall be given by
personal delivery or by registered or certified mail, postage prepaid, return
receipt requested. Additionally, the terminating Party will give the other Party a
courtesy email per the Notices section advising of the pending termination.
B. This Agreement may be terminated by mutual written agreement of the Parties
specifying the termination date therein.
C. The County may terminate this Agreement upon twenty-four (24) hours’ notice
when the County deems the health or welfare of a patient is endangered or the
Contractor’s non-compliance jeopardizes funding source financial participation. If
not terminated by one of the above methods, this Agreement will terminate upon
the expiration date of this Agreement as stated on the Cover Page of this
Agreement.
D. If County terminates this Agreement prior to the expiration date, County will
remain responsible for payment to Contractor for all work and services performed
through the date of termination and for reimbursement to Contractor of all non-
cancelable commitments incurred in the performance of the work and/or
services. Upon termination, property purchased in furtherance of this Agreement
will remain the property of the purchasing Party, unless expressly specified
otherwise.
4

SECTION I GENERAL PROVISIONS
12. SEVERABILITY
Any provision of this Agreement that is determined to be invalid, void, or illegal by a
court shall in no way affect, impair, or invalidate any other provision hereof, and the
remaining provisions shall remain in full force and effect.
13. STRICT COMPLIANCE
The waiver of a breach hereunder may be effected only by a writing signed by the
waiving Party and will not constitute, or be held to be, a waiver of any other or
subsequent breach or to affect in any way the effectiveness or enforceability of the
provision in question..
14. NON-LIABILITY
Neither Party and its officers, representatives, agents, and employees shall be liable for
any act or omission by the other Party or any subcontractor, employee, officer, agent, or
representative of the other Party or any subcontractor occurring in the performance of
this Agreement, nor shall a Party be liable for purchases or contracts made by the other
Party or any subcontractor in connection with this Agreement.
15. INDEMNITY
Each Party (as “Indemnitor”) agrees to indemnify, defend, and hold harmless the other
Party (as “Indemnitee”) from and against all claims, losses, liability, costs, and expenses
(including reasonable attorneys’ fees) (hereinafter collectively referred to as “Claims”)
arising out of bodily injury of any person (including death) or property damage, but only
to the extent that such Claims, which result in vicarious liability to Indemnitee, are
caused by the act, omission, negligence, misconduct, or other fault of Indemnitor, its
officers, agents, employees, or authorized volunteers.
16. COVENANT AGAINST CONTINGENT FEES
The Contractor warrants that no person or entity has been employed or retained to solicit
or secure this Agreement upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee. For breach or violation of this warranty, the
County may immediately terminate this Agreement without liability.
17. SAFEGUARDING CLIENT INFORMATION
The use or disclosure by any Party of any information under this Agreement is directly
limited to the performance of this Agreement. The Parties shall maintain confidentiality of
student records and comply with all Family Educational Rights and Privacy Act (FERPA)
standards.
18. RIGHTS IN DATA
The Parties shall have the use of data and reports resulting from this Agreement without
cost or other restriction, except as otherwise provided herein or by law. Each Party shall
supply to the other Party, upon request, any available information known to the
supplying Party that is relevant to this Agreement and to the performance hereunder.
5

SECTION I GENERAL PROVISIONS
19. NON-DISCRIMINATION
Each Party, in connection with any service or other activity under this Agreement, shall
not in any way discriminate against any person on the grounds of race, color, religion,
sex, national origin, age, disability, affiliation or belief. The Contractor shall include this
clause in all of its subcontracts related to this Agreement. If applicable, the Parties will
abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a).
These regulations prohibit discrimination against qualified individuals based on
their status as protected veterans or individuals with disabilities, and prohibit
discrimination against all individuals based on their race, color, religion, sex or
national origin. Moreover, these regulations require that covered prime
contractors and subcontractors take affirmative action to employ and advance in
employment individuals without regard to race, color, religion, sex, national
origin, protected veteran status or disability.
20. EQUAL EMPLOYMENT OPPORTUNITY
Neither Party will discriminate against any employee or applicant for employment
because of race, age, disability, color, religion, sex, or national origin. Each Party shall
take affirmative action to insure that applicants are employed and that employees are
treated during employment without regard to their race, age, disability, color, religion,
sex, or national origin. Such action shall include, but is not limited to, the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising, lay-
off or termination, rates of pay or other forms of compensation, and selection for training,
including apprenticeship. Each Party shall, to the extent such provisions apply, comply
with Titles VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000a,
et seq.); the Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); the Age
Discrimination in Employment Act of 1967, as amended (29 U.S.C. §§ 621, et seq.); the
Immigration Reform and Control Act of 1986 (Pub. L. No. 99-603) (“IRCA”); and Arizona
Executive Order 2009-09, which mandates that all persons shall have equal access to
employment opportunities. Each Party shall also comply with all applicable provisions of
the Americans with Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.).
21. RIGHT OF PARTIAL CANCELLATION
If more than one activity is funded by this Agreement, the County reserves the right to
terminate this Agreement or any part thereof based on the Contractor's failure to perform
any part of this Agreement without impairing, invalidating or canceling the remaining
Work Statement obligations. In such event, Section 13.D. will apply with respect to the
canceled activity.
22. RIGHT TO EXTEND AGREEMENT
Subject to the availability of funds and acceptable Contractor performance, the
Contractor hereby acknowledges and agrees that the County shall have the right to
request an extension of this Agreement for additional one-year periods, not to exceed a
total extended term of five (5) years, except that the cost will be subject to renegotiation.
Any extension of this Agreement shall be in writing mutually acceptable to the County
and the Contractor and signed by both Parties.
6

SECTION I GENERAL PROVISIONS
23. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
A. The undersigned, an authorized representative of the Contractor, certifies, to the
best of his or her knowledge and belief, that the Contractor, defined as the
primary participant in accordance with 45 C.F.R. Part 76, and its principals:
1) are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any federal
department or agency;
2) have not within the 3-year period preceding this Agreement been convicted of
or had a civil judgment entered against them for the commission of fraud or a
criminal offense in connection with obtaining, attempting to obtain, or performing
a public (federal, State or local) transaction or contract under a public
transaction; violation of federal or State antitrust statues or commission of
embezzlement, theft, forgery, bribery, falsification or destruction of records,
making false statements, or receiving stolen property;
3) are not presently indicted or otherwise criminally or civilly charged by a
government entity (federal, State or local) with the commission of any of the
offenses enumerated in paragraph (2) of this certification; and
4) have not within the 3-year period preceding this Agreement had one or more
public transactions (federal, State or local) terminated for cause or default.
B. If the Contractor is not able to provide this certification, an explanation as to why
shall be attached to this Agreement.
C. The Contractor shall include, without modification, this Paragraph in all lower tier
covered transactions (i.e., transactions with subcontractors) and in all
solicitations for lower tier covered transactions related to this Agreement.+
24. E-VERIFICATION OF EMPLOYEES
Each Party warrants that it is in compliance with A.R.S. § 41-4401 and further
acknowledges:
A. That it 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;
B. That a breach of the warranty under subsection A above shall be deemed a
material breach of this Agreement that entitles the other Party to, among other
things, immediately terminate this Agreement without liability;
C. That the other Party and any contracting government entity retains the legal right
to inspect the papers of any contractor or subcontractor employee who works on
this Agreement to ensure that the contractor or subcontractor is complying with
the warranty provided under subsection A above and that the contractor agrees
to make all papers and employment records of said employee(s) available during
7

SECTION I GENERAL PROVISIONS
normal working hours in order to facilitate such an inspection;
D. That nothing herein shall make any contractor or subcontractor an agent or
employee of the County or contracting government entity.
8

SECTION II SPECIAL PROVISIONS
1. EFFECT
To the extent that the Special Provisions are in conflict with the General Provisions, the
Special Provisions shall control. To the extent that the Work Statement(s) are in conflict
with the Special or General Provisions, the Work Statement(s) shall control.
2. DISPUTES
Except as otherwise provided by law, or otherwise specifically agreed to by the Parties,
any dispute not involving a question of law arising out of this Agreement that is not
resolved between the Parties within a reasonable time, which shall not exceed sixty (60)
days, shall be resolved as follows:
1. Disputes must be filed with the person administering this Agreement
for the County, if one has been appointed, or, if not, with the Procurement
Officer, within ten (10) days from the date the Parties knew or should
have known the basis of the dispute.
2. The person administering this Agreement or the Procurement Officer,
as applicable, shall respond in writing to the dispute within fourteen (14)
days.
3. The Contractor may abide by the decision or may appeal the decision
to the Director of the MCDPH within seven (7) days.
This Paragraph shall not apply to claims arising from bodily injury, death, or property
damage.
As required by A.R.S. § 12-1518, the Parties agree to make use of arbitration in disputes
that are subject to mandatory arbitration pursuant to A.R.S. § 12-133.
3. CHANGES
A. The County may, at any time, by written order, make changes within the general
scope of this Agreement in any one or more of the following areas:
1. Work Statement activities reflecting changes in funding source or County
regulations, policies, or requirements.
2. Administrative requirements, such as changes in reporting periods,
frequency of reports, or report formats, required by funding source or
County regulations, policies, or requirements.
3. Contractor reimbursement schedules and/or program budgets.
B. The order will not increase or decrease the maximum reimbursable amount to be
paid the Contractor. Additionally, the order will not direct substantive changes in
services to be rendered by the Contractor.
C. Any dispute or disagreement caused by such order shall constitute a "Dispute"
within the meaning of the Disputes Clause of the Special Provisions of this
Agreement and shall be administered accordingly.
9

SECTION II SPECIAL PROVISIONS
4. AUDIT REQUIREMENT
A. If the Contractor expends $500,000 or more in a year in federal awards, the
Contractor shall have a single audit conducted for that year according to the
Single Audit Act of 1984 (Pub. L. No. 98-502) (codified at 31 U.S.C. §§ 7501, et
seq.), and the Single Audit Act Amendments of 1996 (Pub. L. No. 104-156). The
Contractor shall comply with OMB Circulars A-133, A-87, A-102, and A-110, as
applicable. The audit report shall be submitted to the County for review within
nine (9) months following the close of the fiscal year. The Contractor shall take
any necessary corrective action to remedy any material weaknesses and/or
reportable conditions identified in the audit report within six (6) months after the
release date of the report. The County may consider sanctions as described in §
.225 of OMB Circular A-133 for contractors not in compliance with the audit
requirements. All books and records shall be maintained in accordance with
Generally Accepted Accounting Principles (GAAP).
B. The Contractor shall schedule an annual financial audit to be submitted to the
County for review within twelve (12) months following the close of the program’s
fiscal year. Contractor understands that its failure to meet this requirement may
result in the loss of current funding and disqualification from consideration for
future County-administered funding.
C. Comply with the requirement of the Federal Office of Management and Budget
(“OMB”) Circular A-133. The Contractor is responsible for having an audit
performed in accordance with, and when required, by OMB Circular A-133, and
for sending a copy of the report issued as a result of the audit to the County
within thirty (30) days of issuance. The County reserves the right to engage an
auditor, at the Contractor’s expense, to perform an OMB Circular A-133 audit of
the Contractor in the event that the Contractor fails to engage an auditor or the
County rejects or disapproves of the auditor engaged by the Contractor.
5. INSURANCE
A. The Contractor shall have in effect at all times during the term of this Agreement
insurance or comparable self-insurance that is adequate to protect the County,
its officers, employees, property, and equipment against the losses set forth
below. The Contractor shall provide the County with a certificate of insurance or
a certified copy of the insurance policy naming the County as an additional
insured, or, if the Contractor is self-insured, shall provide the County with a letter
indicating that it is self-insured.
B. The following types and amounts of insurance are required as minimums:
1. Workers’ compensation and unemployment insurance as required by law.
2. Unemployment insurance as required by Arizona law.
3. Public liability, bodily injury, and property damage policies that insure
against claims for liability for the Contractor’s negligence or maintenance
of unsafe vehicles, facilities, or equipment brought by clients receiving
services pursuant to this Agreement and by lawful visitors of such clients.
The limits of the policies shall not be less than $2,000,000 per occurrence
10

SECTION II SPECIAL PROVISIONS
and $4,000,000 aggregate.
C. Automobile and Truck Liability, Bodily Injury and Property Damages:
1. General liability, each occurrence; $1,000,000
2. Property damage; $1,000,000
3. Combined single limit; $1,000,000
D. Standard minimum deductible amounts are allowable. Any losses applied
against insurance deductible are the sole responsibility of the Contractor.
E. Professional Liability:
1. Insurance for the Contractor and its agents, employees, and other staff
shall be maintained with coverage limits of one million dollars
($1,000,000) per person, three million dollars ($3,000,000) per
occurrence.
2 The Contractor agrees that in the event it, or any of its agents,
employees, and other staff working under this Agreement, is named as a
defendant in litigation, or is identified in a written notice of claim, wherein
professional misconduct is alleged, the Contractor will promptly notify the
Department in writing. The duty to notify under this paragraph applies
whether or not the County is alleged to be involved, is named as a party
to the matter, or could be potentially liable as a party.
F. The Contractor shall immediately inform the Department of any cancellation of its
insurance or any decrease in its lines of coverage at least thirty (30) days before
such action takes place.
G. Exception:
In the event the Contractor or sub-contractor(s) is/are a public entity, then the
Insurance Requirements shall not apply. Such public entity shall provide a
Certificate of Self-Insurance. If the contractor or sub-contractor(s) is/are a State
of Arizona agency, board, commission, or university then none of the above shall
apply.
6. SPECIAL REQUIREMENTS
A. If the use of subcontractors is approved by the County, the Contractor agrees to
use written subcontracts or consultant agreements that conform to federal and
State laws and regulations and the requirements of this Agreement appropriate
to the service or activity covered by the subcontract. These provisions apply with
equal force to the subcontract as if the subcontractor were the Contractor. The
Contractor is responsible for performance under this Agreement whether or not
any subcontractors are used. The Contractor shall submit a copy of each
subcontract to the County within fifteen (15) days of its effective date.
B. The Contractor shall include in any subcontracts a provision to the effect that the
subcontractor agrees that the County shall have access to the subcontractor’s
facilities and the right to examine any books, documents, and records of the
11

SECTION II SPECIAL PROVISIONS
subcontractor involving transactions related to the subcontract, and that such
books, documents, and records shall not be disposed of except as provided
herein.
7. REPORTING REQUIREMENTS
If requested by the County, the Contractor shall submit monthly, quarterly, and annual
progress reports on or before the third (3rd) day of the month following the end of the
reporting period. In addition, a quarterly expenditure report will be submitted with the
quarterly progress report.
8. STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST
Pursuant to A.R.S. § 38-511, either Party may cancel this Agreement without penalty or
further obligation, within three years after execution of this Agreement, if any person
significantly involved in initiating, negotiating, securing, drafting, or creating this
Agreement on behalf of a Party is, at any time while this Agreement or any extension of
this Agreement is in effect, an employee or agent of any other Party to this Agreement in
any capacity or is a consultant to any other Party to this Agreement with respect to the
subject matter of this Agreement.
9. POLICY ON CONFIDENTIALITY
The Contractor and the County understand and agree that this Agreement is subject to
all State and federal laws protecting client confidentiality of medical, behavioral health
and drug treatment information.
As public institutions, the Parties are subject to A.R.S. §§ 39-121 through 39-127
regarding public records. Accordingly, notwithstanding any other provision of this
Agreement, any provision regarding confidentiality is limited to the extent necessary to
comply with the provisions of Arizona law.
The Parties may choose, from time to time, in connection with work contemplated under
this Agreement, to disclose proprietary or confidential information to each other
(Confidential Information). All such disclosures must be in writing and marked as
Confidential Information. The Parties will use reasonable efforts to prevent the
disclosure to unauthorized third parties of any Confidential Information of the other Party
and will use such information only for the purposes of this Agreement, and for three (3)
years after the termination of this Agreement; provided that the receiving Party's
obligations hereunder shall not apply to information that:
A. is already in the receiving Party's possession at the time of disclosure; or,
B. is or later becomes part of the public domain through no fault of the receiving
Party; or,
C. is received from a third party with no duty of confidentiality to the disclosing
Party; or,
D. was developed independently by the receiving party prior to disclosure; or,
E. is required to be disclosed by law or regulation.
Any information that is transmitted orally or visually, in order to be protected hereunder,
shall be identified as such by the disclosing Party at the time of disclosure, and identified
in writing to the receiving Party, as Confidential Information, within thirty (30) days after
such oral or visual disclosure. Contractor shall retain the right to refuse acceptance of
12

SECTION II SPECIAL PROVISIONS
such Confidential Information which is not required for the purposes of this Agreement.
10. LAWS, RULES AND REGULATIONS
The Contractor and the County understand and agree that this Agreement is subject to
all State and federal laws, rules, and regulations that pertain hereto.
11. SPONSORSHIP ACKNOWLEDGMENT
All promotional materials, brochures, and flyers prepared by the Contractor shall include
the following statement, “Sponsored by Maricopa County Department of Public Health.”
12. NAMES AND MARKS
Neither Party will use any names, service marks, trademarks, trade names, logos, or
other identifying names, domain names, or identifying marks of the other Party (“Marks”),
without in each case, the prior written consent of the Party that owns the Marks. Use of
any Party’s Marks must comply with the owning Party’s requirements including using the
® indication of a registered trademark where applicable.
13

SECTION III WORK STATEMENT
1. DEFINITIONS
A. CONTRACTOR refers to the college campus listed on the front of this
Agreement.
B. COUNTY refers to Maricopa County, Arizona.
C. MCDPH is an acronym for the Maricopa County Department of Public Health.
D. COMMUNITY HEALTH DEVELOPMENT (CHD) TEAM is the name of the team
within the MCDPH, Office of Community Health Innovation, responsible for
developing this Community Health Worker Internship Program. This team is led
by Mr. Mark Gallegos, CHD Team Supervisor.
E. CAC is an acronym for the Central Arizona College.
F. CHW is an acronym for Community Health Worker.
G. INTERN refers to any student enrolled in the CHW certificate training program at
CAC who is also working/training with and receiving tuition assistance from
MCDPH.
H. CHW PROGRAM refers to the training program designed to teach interns how to
provide CHW services (e.g. teaching health literacy & chronic disease
management, etc.) to under-privileged communities.
I. INSTRUCTORS refers to the persons/CAC faculty responsible for teaching CHW
certificate training curriculum and coursework.
J. COORDINATOR refers to the person responsible for planning and facilitating
trainings and events, as well as overseeing program details and deliverables for
both CHW interns and MCDPH health educators.
2. BACKGROUND
A Community Health Worker (CHW) functions as a liaison between health services and
the communities they serve (including urban, rural, and tribal communities); a culturally
significant role that helps reduce both health disparities and healthcare costs through
educating and building health literacy among individuals from traditionally underserved
populations. Recent studies reveal that in 2014, Maricopa County’s population grew
more than all but one other county (Harris County, Texas) in the nation. Similarly, the
number of people of all ages and backgrounds with multiple chronic conditions (MCC)
also increased. CHWs are needed to provide resources, education and support to
numerous communities of Maricopa County at risk for poor health outcomes.
Between March and August 2015, Central Arizona College (CAC) staff became
interested in developing an online certificate training program for CHWs. Staff
collaborated with MCDPH and the Arizona Department of Health Services (ADHS) on
the development of an online certificate training program for CHWs. These organizations
served as an advisory board for the development of the CHW Certificate Program at
CAC.
Upon review and approval from both the CAC Curriculum Committee and the CAC
14

SECTION III WORK STATEMENT
Governing Board, the CHW Certificate Program was submitted to the Higher Learning
Commission (HLC), CAC’s accrediting body, in November 2015. HLC granted final
approval in February 2016.
3. PURPOSE
The purpose of this IGA is to sponsor up to five (5) interns to complete CHW Certificate
Program training as a means to increase the number of trained CHWs in Maricopa
County with the intent to improve health literacy among low-income communities
resulting in better health outcomes.
4. RESPONSIBILITIES OF THE CONTRACTOR
Contractor shall provide the following:
Specific areas of work include the following:
A. CAC will provide qualified instructors to teach public/community health
coursework (19-21 credit hours) to CHW interns online.
B. CAC instructors/program coordinator(s) will supervise a 90-hour CHW Internship
during the Summer 2017 Semester.
C. CAC will present official CHW Certificate to interns upon completion of all
coursework requirements.
5. RESPONSIBILITIES OF THE COUNTY
The County shall provide the following:
A. On-line training courses (Talance) in health literacy, diabetes and hypertension.
B. Professional health educators from the Community Health Development Team to
mentor, supervise (160 service hours), and evaluate CHW interns.
C. Tuition assistance in the amount of $1,806.00 (total) per intern (up to 5 interns)
per academic year. Disbursement payments will be paid directly to the
educational institution (CAC) and applied toward CHW Certificate Program
completion and related expenses including enrollment, tuition, lab fees, etc.
Three (3) disbursements will be made toward each intern’s (up to 5 interns)
certificate completion at the start of each semester. Tuition assistance (per
intern) will be disbursed in the following amounts and by the following dates:
Semester Disbursement Amount Disbursement Date
Fall 2016 $860.00 October 30, 2016
Spring 2017 $774.00 March 30, 2017
Summer 2017 $172.00 June 30, 2017
D. Purchase official coursework textbooks for each intern (up to 5 interns).
Textbook amount should not exceed $900.00 (total) per intern per academic
year.
15

SECTION IV COMPENSATION
1. COMPENSATION
A. The Contractor shall submit a detailed invoice as outlined:
 Fall 2016 – no later than October 15, 2016
 Spring 2017 – no later than March 15, 2016
 Summer 2017 – no later than July 15, 2016
B. The MCDPH shall, within thirty (30) working days from the date of receipt of
Contractor’s invoice, process and remit to the Contractor a warrant for payment.
C. Each Party assumes sole and exclusive responsibility for payment of any federal
and state income taxes, federal social security taxes, workers’ compensation,
and unemployment insurance benefits for its physicians, staff, agents, and
employees, as well as any and all other mandatory governmental deductions or
obligations.
D. The Agreement amount is not-to-exceed $13,530 for Year one (1). The
Agreement amount for each year of the subsequent years of the term will be
negotiated based on the availability of funds.
2. METHOD OF PAYMENT
A. All payment requests/invoices must be on official Contractor billing statement
(invoice).
B. The Contractor must maintain and have available upon request supporting
documents for each monthly reimbursement request, including invoices of costs
incurred and expenditure reports.
C. The County will, within thirty (30) working days from the date of receipt of
documents enumerated herein, process and remit to the Contractor a warrant for
payment up to the maximum total allowable for services provided.
D. Payments made by the County to the Contractor are conditioned upon the timely
receipt of applicable, accurate, and complete billing statement (invoice)
submitted by the Contractor.
E. The Contractor shall submit invoices to:
Maricopa County Department of Public Health
Robin Peifer
4041 N. Central Avenue, Suite 1400
Phoenix, AZ 85012
E-mail: robinpeifer@mail.maricopa.gov
16

SECTION IV COMPENSATION
3. PAYMENTS
Payments shall be made to “Central Arizona College” and sent to the following
addresses:
8470 N. Overfield Road
Coolidge, AZ 85128
Attn: 3rd Party Billing
4. NOTICE
Any notice given under this Agreement shall be sent to the attention of the following:
Department Contractor
Maricopa County Department of Public Health Central Arizona College
Attn: Program Manager Attn: Vice President,
4041 N. Central Avenue, Suite 700 Business Affairs/CFO
Phoenix, AZ 85012 8470 N. Overfield Road
Coolidge, AZ 85128
Public Health
Grants and Contracts Unit
Attn: Grants Administrator
4041 N Central Ave, Suite 1400
Phoenix, AZ 85012
17

ATTACHMENT A – BUDGET
Budget
Tuition Assistance (5 Interns @ $1,806 each) $9,030
Textbook Assistance (5 Interns @ $900 each) $ 4,500
Not-Exceed-Total Amount: $13,530
18