2016 IGA MARICOPA COUNTY ON-SITE MEDICAL CLINIC.DOCX

INTERGOVERNMENTAL AGREEMENT
BETWEEN MARICOPA COUNTY AND THE STATE OF ARIZONA
REGARDING USE OF MARICOPA COUNTY ON-SITE HEALTH
CENTER/PHARMACY
C-39-16-xxx-2-00
This Intergovernmental Agreement ("Agreement") is between the County of Maricopa, a
political subdivision of the state ("County") and the State of Arizona, acting through the
Arizona Department of Administration ("State") (collectively, "Parties").
STATUTORY AUTHORIZATION
1. A.R.S. §§ 11-251(34) and (50) authorize County and A.R.S. §§ 38-651 through
38-658 authorize State to provide employee benefits through cafeteria plans.
2. A.R.S. §§ 11-951 et seq. authorize public entities to enter into intergovernmental
agreements for the provision of services or for joint or cooperative action.
BACKGROUND
3. County and State are interested in allowing State employees, retirees and their
dependents, hereinafter referred to as Participants, covered by the medical
benefits program sponsored by State (the “State-sponsored Benefit Options
Program”) or a successor program, access to services at County’s pharmacy and
clinic at 301 W. Jefferson Street in Phoenix, Arizona (the “Health Center”).
PURPOSE OF THE AGREEMENT
4. The purpose of this Agreement is to set forth the terms and conditions under
which County will allow Participants use of County’s health center located at 301
W. Jefferson Street, Phoenix, Arizona.
TERM, EFFECTIVE DATE, RENEWAL AND TERMINATION
5. Term and Effective Date: The term of this Agreement is April 1, 2016 through
December 31, 2017, unless terminated earlier pursuant to Paragraph 7 below.
This Agreement shall become effective as of the date it is approved by the
Maricopa County Board of Supervisors.
6. Renewal: This Agreement may be renewed for one (1) three-year term by
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written agreement of the Parties.
7. Termination:
a. Either party may terminate this Agreement by delivering a notice of
termination to the other party. The notice shall contain a date certain for
such termination, which date must be at least thirty (30) days after the date
the notice is delivered to the other party. In addition, the Parties can
terminate this Agreement at any time by mutual written agreement.
b. In the event of a material breach of any of the provisions of this Agreement,
the non-defaulting party may terminate this Agreement by delivering written
notice to the defaulting party specifically setting forth the nature of the
breach. Upon being served with such notice, the defaulting party shall
have ten (10) days in which to cure said breach. If said breach has not
been cured within the ten (10) days, then this Agreement shall be deemed
terminated as set forth in the notice, and the Parties hereto shall perform
their respective obligations up to the effective date of such termination.
c. This Agreement may be cancelled in accordance with A.R.S. § 38-511 if
within three (3) years of its execution, any person significantly involved in
the initiating, negotiating, securing, drafting or creation of this Agreement
becomes an employee or agent of the other party to the Agreement in any
capacity or a consultant to the other party with respect to the subject matter
of this Agreement. The Parties each represent that, as of the date of
execution of this Agreement, they are not aware of any facts or
circumstances which would give rise to a cancellation right in favor of any
party pursuant to A.R.S. § 38-511.
d. Notwithstanding the foregoing, the provisions of this Agreement relating to
payment for services shall become effective when funds assigned for the
purpose of compensating the Parties as herein provided are actually
available to the Parties for disbursement. The Parties shall be the sole
judge and authority in determining the availability of funds due under this
Agreement. The Parties shall keep each other fully informed as to the
availability of funds. 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 affected party may amend, suspend, decrease, or
terminate its obligations under, or in connection with, this Agreement. In
the event of termination, the Parties 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 Parties shall give written notice of the effective date of
any suspension, amendment, or termination under this Paragraph 7(d) at
least sixty (60) days in advance.
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OBLIGATIONS OF THE PARTIES
8. Responsibilities of County:
a. County shall take all steps reasonably necessary to allow Participants
covered by the State-sponsored Benefit Options Program (or a successor
program) access to services at the Health Center.
b. County will require its vendor that operates the Health Center to collect
co-payments, deductibles, coinsurance or any other patient share of cost
from Participants in accordance with the applicable State benefit plan.
Notwithstanding the foregoing, County does not warrant the Health Center
vendor’s performance in the provision of services, including, but not limited
to, collection of co-payments, deductibles, coinsurance or other patient
share of cost. County will cooperate in the timely investigation and
disposition of any audits or third-party claims arising out of services
provided by the Health Center vendor in connection with the
State-sponsored Benefit Options Program.
c. County shall make available Participants’ access to the Health Center
during County’s normal business hours, Monday through Friday (except
County holidays). County shall take all steps reasonably necessary to
allow Participants use of the Health Center by appointment or by walk-in,
on the same basis as County and other employees who use the Health
Center.
d. County shall designate parking spaces for use by Participants receiving
services at the Health Center, as shown in Exhibit A.
e. County shall provide information to State and assist State in developing
communications to State employees regarding the location, hours of
service, services available, and benefits of using the Health Center.
f. On at least a quarterly basis, County shall provide to State reports of
utilization of the Health Center by Participants. To prevent disclosure of
protected health information, such reports will be de-identified per the
requirements of the Privacy Rule under the Health Insurance Portability
and Accountability Act (“HIPAA”), 45 C.F.R. §§ 164.502(d) and
164.514(a)-(c).
9. Responsibilities of State:
a. State will accept the Health Center as a covered provider under State’s
self-insured employee health benefit program, subject to the Health
Center’s successful fulfillment of application and credentialing
requirements of State’s third-party benefit plan administrator(s).
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b. State shall use its employee communication channels to inform State
employees about the products and services available to them at the Health
Center.
MISCELLANEOUS TERMS
10.To the extent permissible under A.R.S. §§ 41-621 et seq. and 11-981 and not
prohibited by A.R.S. § 35-154, 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 bodily injury of any person (including death) or property damage,
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.
11.The Parties warrant that they are in compliance with A.R.S. § 41-4401 and
further acknowledge that:
a) Any contractor or subcontractor who is contracted by a party to perform
work related to this Agreement shall warrant their compliance with all
federal immigration laws and regulations that relate to their employees
and their compliance with A.R.S. § 23-214(A);
b) That any breach of the warranty, shall be deemed a material breach of
this Agreement that is subject to penalties up to and including
termination of this Agreement;
c) The Parties retain the legal right to inspect the papers of any contractor
or subcontractor employee who performs work related to this
Agreement to ensure that the contractor or subcontractor is complying
with the warranty above and that the contractor agrees to make all
papers and employment records of said employee available during
normal working hours in order to facilitate such an inspection; and
d) Nothing in this Agreement shall make any contractor or subcontractor
an agent or employee of the Parties to this Agreement.
12.It is understood that the Parties shall comply with the provisions of State
Executive Order 2009-9, Title VI of the Civil Rights Act of 1964, as amended,
Section 504 of the Rehabilitation Act of 1973, as amended, and the Americans
with Disabilities Act, as amended.
13.This Agreement does not imply authority to perform any tasks, or accept any
responsibility, not expressly stated in this Agreement.
14.This Agreement does not create a duty or responsibility unless the intention to
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do so is clearly and unambiguously stated in this Agreement. Pursuant to
A.R.S. § 11-952(C), this Agreement shall not relieve the parties of any
obligation or responsibility imposed on it by law.
15.This Agreement contains the entire agreement of the Parties with respect to its
subject matter and supersedes all prior and contemporaneous agreements,
understandings, and inducements, whether express or implied, oral or written.
16.Any change, modification or extension of this Agreement must be in the form
of a written amendment to this Agreement signed by duly authorized
representatives of the Parties.
17.This Agreement has been arrived at by negotiation and shall not be construed
for or against any party.
18.The Parties agree that all of the conditions set forth herein are material to this
Agreement and a breach of any condition is a breach of this Agreement.
19.The failure of either party to insist in any one or more instances upon the full
and complete performance of any of the terms and provisions of this
Agreement to be performed by the other party or to take any action permitted
as a result thereof shall not be construed as a waiver or relinquishment of the
right to insist upon full and complete performance of the same or any other
covenant or condition either in the past or in the future. The acceptance by
either party of sums less than may be due and owing at any time shall not be
construed as an accord and satisfaction.
20.The substantive laws of Arizona (without reference to any choice of law
principles) shall govern the interpretation, validity, performance and
enforcement of this Agreement. The Parties further agree to cooperate in all
ways reasonable and necessary to comply with the applicable statutes,
including amending this Agreement as needed in the future and making any
refunds or payments that might be required to bring the Parties into full
compliance with applicable law.
21.Nothing in this Agreement is intended to create any third party beneficiary
rights; and State and County expressly state that this Agreement does not
create any third party rights of enforcement.
22.This Agreement may be executed in any number of counterparts, all such
counterparts shall be deemed to constitute one and the same instrument, and
each of said counterparts shall be deemed an original hereof.
23.If the last day of any time period stated herein shall fall on a Saturday, Sunday
or legal holiday in the State of Arizona, then the duration of such time period
shall be extended so that it shall end on the next succeeding day which is not a
Saturday, Sunday or legal holiday.
24.Time is of the essence in this Agreement.
25.Except as expressly provided herein, no party may delegate or assign its rights
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or responsibilities under this Agreement without prior written approval of the
other party and any purported assignment or delegation in violation of this
provision shall be void.
26.Pursuant to A.R.S. §§ 35-214 and 35-215, the County shall retain all records
relating to this Agreement for a period of five years after completion of the
Agreement. All records shall be subject to inspection and audit by the State
at reasonable times. Upon request, the County shall produce the original of
any or all such records at the offices of the Arizona Department of
Administration.
27.The parties to this Agreement agree to resolve all disputes arising out of or
relating to this Agreement through arbitration, after exhausting applicable
administrative review, to the extent required by A.R.S. § 12-1518 except as
may be required by other applicable statutes.
28.Any and all notices required or permitted under this Agreement shall be given
in writing and addressed as follows:
Notice to State shall be addressed as follows:
Marie Isaacson
Benefits Director,
Arizona Department of Administration, BSD
100 North 15th Avenue, Suite 103
Phoenix, Arizona 85007
Copies to:
Scott Bender, Plan Administration Manager
Arizona Department of Administration, BSD
100 North 15th Avenue, Suite 103
Phoenix, Arizona 85007
Rex Nowlan
Section Chief Counsel
Administrative Law Section
Office of the Attorney General
1275 West Washington Street
Phoenix, Arizona 85007
Notice to County shall be addressed as follows:
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Tom Manos
County Manager
301 West Jefferson Street, 10th Floor
Phoenix. Arizona 85003
and
Maricopa County Board of Supervisors
Attn: Clerk of the Board
301 West Jefferson Street, 10th Floor
Phoenix, Arizona 85003
Copy to:
Christopher M. Bradley
Director, Maricopa County Department of Employee Benefits and Health
301 West Jefferson Street, Suite 3200
Phoenix, Arizona 85003
End of Agreement - Signature Page Follows
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SIGNATURE PAGE
MARICOPA COUNTY STATE OF ARIZONA
Approved and Accepted by: Approved and Accepted by:
________________________________ ________________________________
Clint Hickman, Chairman Date Marie Isaacson, Benefits Director
Date
Board of Supervisors Arizona Department of Administration
Attested to:
______________________________________
Clerk of the Board of Supervisors Date
(continued on next page)
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COUNTY ATTORNEY APPROVAL
Pursuant to A.R.S. § 11-952, I hereby state that I have reviewed the proposed
Intergovernmental Agreement and determined that it is in proper form and within the
powers and authority granted under the laws of the State of Arizona to those parties to
the Agreement represented by the Maricopa County Attorney’s Office.
By: _________________________________ ___________
Deputy County Attorney Date
ATTORNEY GENERAL INTERGOVERNMENTAL AGREEMENT DETERMINIATION
Attorney General Contract No. ______________________, which is an Agreement
between public agencies, has been reviewed pursuant to A.R.S. § 11-952 by the
undersigned Assistant Attorney General, who has determined that it is in the proper form
and is within the powers granted under the laws of the State of Arizona to those Parties
to the Agreement represented by the Attorney General.
Dated this __ of ________________, 2016
______________________________________
Assistant Attorney General
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EXHIBIT A
Location of Health Center Parking
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