BASE HOSPITAL AGREEMENT 2.9.16.PDF

BASE HOSPITAL AGREEMENT
THIS BASE HOSPITAL AGREEMENT made and effective on the 1st day of February, 2016 (the
"Effective Date") by and between Maricopa County by and through the Maricopa County Sheriff’s
Office (MCSO) (“County”) and Scottsdale Healthcare Hospitals, an Arizona non-profit corporation doing
business under the trade name HonorHealth ("HonorHealth").
RECITALS:
WHEREAS, HonorHealth owns and operates five acute care hospitals: Scottsdale Osborn
Medical Center located at 7400 E. Osborn Road, Scottsdale, Arizona (“Osborn”); Scottsdale Shea
Medical Center Shea located at 9003 E. Shea Boulevard, Scottsdale, Arizona (“Shea”); Scottsdale
Thompson Peak Medical Center located at 7400 E. Thompson Peak Parkway, Scottsdale, Arizona
(“TPk”); John C. Lincoln Medical Center located at 250 East Dunlap Avenue, Phoenix, Arizona (“JCL”);
and Deer Valley Medical Center located at 19829 North 27th Avenue, Phoenix, Arizona (“Deer Valley”);
and
WHEREAS, JCL is certified as an advanced life support base hospital by the Arizona Department
of Health Services (“ALS Base Hospital” or “Hospital”); and
WHEREAS, Parties believe that use of JCL as a base station for all certified emergency medical
technicians and individuals licensed or certified to render emergency medical care (“Personnel”) would
be of benefit to patients cared for at JCL, to persons residing in the geographical area of JCL, and to
patients cared for by County Personnel for whom the JCL provides medical direction; and
WHEREAS, HonorHealth desires to use JCL as a base station for administrative medical
direction and on-line medical direction of County Personnel in accordance with the terms and provisions
of this Agreement; and
WHEREAS, County desires to utilize the Hospital as a base station for pre-hospital care and on-
line medical direction of County Personnel in accordance with the terms and provisions of this
Agreement, and
NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants and
promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
ARTICLE I
PURPOSE
1.1 County hereby engages HonorHealth and HonorHealth accepts such engagement pursuant to
the terms and provisions of this Agreement, to utilize JCL as a base station for medical direction
of ALS Personnel.
ARTICLE II
TERM AND TERMINATION
2.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue until
either party hereto gives sixty (60) days’ notice in writing to the other party of its intent to cancel
and/or terminate this Agreement. Upon the giving of such notice, this Agreement shall
automatically terminate sixty (60) days from the date of said notice. Termination of this
Agreement pursuant to the provisions of this section shall not release or discharge any of the
parties from any rights or obligations accrued herein under prior to such termination.

ARTICLE III
RESPONSIBILITIES OF HOSPITAL
3.1 Medical Direction. HonorHealth through JCL shall:
3.1.1 Provide administrative medical direction of County Personnel, as required by and in
compliance with the requirements of Arizona Administrative Code (“AAC”) R9-25-201.
3.1.1.1 Designate a physician to serve as the ALS Base Hospital administrative medical
director who meets one of the requirements of AAC R9-2-201(A)(1) (“ALS Base
Hospital Medical Director”).
3.1.1.2 Establish, document and implement protocols in accordance with AAC R9-25-
201(E)(2). Annually review and update as necessary said protocols.
3.1.1.3 Establish, document and implement policies and procedures in accordance with AAC
R9-25-201(E)(3) and F(2). Annually review and update as necessary said policies
and procedures.
3.1.1.4 Review annually the requirements in Arizona Revised Statutes Title 36, Chapter 21.1
and AAC Chapter 9, Article 2.
3.1.1.5 Ensure that the County Personnel
3.1.1.1.1 Have access to at least the minimum supply of agents required for the
highest level of service to be provided by the County Personnel;
3.1.1.1.2 Administer, monitor or assist in patient self-administration of an agent
according the requirements in policies and procedures; and
3.1.1.1.3 Have access to a copy of the policies and procedures required by AAC
R9-25-201(F)(2) while on duty for County.
3.1.1.6 Ensure that the Arizona Department of Health Services (“AzDHS”) is notified within
ten (10) days after the ALS Base Hospital Medical Director receives notice that any
quantity of a controlled substance is depleted, visibly adulterated, or missing.
3.1.1.7 Except when County obtains all agents from JCL pharmacy, which retains ownership
of the agents, ensure that agents to which County Personnel have access are
obtained, stored transferred and disposed of according to policies and procedures;
Arizona Revised Statute (“ARS”) Title 36, Chapter 27; ARS Title 32, Chapter 18; 4
AAC 23; and requirement of the U.S. Drug Enforcement Administration.
3.1.2 Provide on-line medical direction of County Personnel, as required by and in compliance with
the requirements of AAC R9-25-202.
3.1.2.1 Ensure that the physicians who provide on-line medical direction meet at least one of
the requirements of AAC R9-2-202(A)(1), which physicians shall be physically
present at all times in the emergency department.
3.1.2.1.1 Ensure that such qualified physicians are available to give on-line medical
direction to County Personnel 24 hours a day, seven days a week.
3.1.2.2 Ensure that the on-line medical direction provided to County Personnel is consistent
with:
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3.1.2.2.1 The County Personnel’s scope of practice; and
3.1.2.2.2 Communication protocols, triage protocols, treatment protocols, and
protocols for pre-hospital incident history reports as specified in AAC R9-25-
201(E)(2).
3.1.2.3 Ensure that the physician providing on-line medical direction relays on-line medical
direction only through one of the following individuals, under the supervision of the
physician and consistent with the individual’s scope of practice: another physician, a
physician assistant, a registered nurse practitioner, a registered nurse, a paramedic
or an EMT-I(99).
3.1.2.4 Provide operational and accessible communication equipment that will allow on-line
medical direction to be given to County Personnel.
3.1.2.4.1 Develop a written plan for alternative communication with County Personnel
in the event of a disaster, communication equipment breakdown or repair,
power outage, or malfunction.
3.1.3 Maintain current and unrestricted certification as an ALS base hospital in accordance with
AAC R9-25-203.
3.1.3.1 Notify County in writing within 24 hours after ceasing to meet the requirements in
AAC R9-2-203(B).
3.1.3.2 Notify County in writing within 24 hours of a change in the ALS Base Hospital Medical
Director.
3.1.3.3 Notify County in writing within 24 hours in the event the ALS Base Hospital Medical
Director is no longer qualified to be an ALS base hospital administrative medical
director.
3.1.4 If JCL’s pharmacy provides all of the agents for County, and JCL owns the agents provided,
ensure that:
3.1.4.1 Except as stated in AAC R9-25-201C(E)(2) and (3), the policies and procedures for
agents to which County Personnel have access that are established by the ALS Base
Hospital Medical Director comply with the requirements in AAC R9-25-201(F)(2);
3.1.4.2 County requires County Personnel to notify the pharmacist in charge of the JCL
pharmacy of a missing, visibly adulterated, or depleted controlled substance;
3.1.4.3 The pharmacist in charge of the Hospital pharmacy notifies the AzDHS in accordance
with AAC R9-201(F)(3) of a missing, visibly adulterated, or depleted controlled
substance.
3.1.4.4 Items in the drug box are restricted to those identified in ACC R9-25-502 Tables 5.2
and 5.3 or as permitted under an emergency rule issued by the AzDHS Bureau of
Emergency Medical Services.
3.1.4.5 A procedure is established for replenishing disposable, medical supplies and agents
expended during the treatment of a patient.
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3.1.5 Appoint a qualified individual as Prehospital Coordinator for all prehospital activities and
responsibilities of the ALS Base Hospital. The Prehospital Coordinator shall be an emergency
physician or emergency department nurse.
3.1.6 Have a dedicated telephone line for County Personnel to call JCL.
3.1.7 Provide supervised clinical training and continuing education to County Personnel.
3.1.8 Develop and implement jointly with County a quality improvement process (“QIP”) to review
the quality of medical care provided and identify continuing education needs. The QIP will be
directed by the ALS Medical Director in conjunction with appropriate JCL and County
personnel.
3.1.9 Maintain during the term of this Agreement at its sole cost and expense, liability insurance
coverage in an amount not less than three million dollars ($3,000,000) per occurrence, with
respect to claims for bodily injuries or death or property damage arising out of HonorHealth's
performance related to this Agreement. Hospital shall separately require the ALS Base
Hospital Medical Director to maintain his/her own professional liability insurance coverage
in the same amounts with respect to the services provided by the ALS Based Hospital
Medical Director under this Agreement. Upon request HonorHealth shall provide County
certificates of insurance evidencing such coverages. HonorHealth shall provide thirty (30)
days’ written notice to County of cancellation of such coverage.
3.1.10 Keep a timely record of all agents used by County which agents were provided pursuant to
Section 3.1.4.5 above. HonorHealth shall not bill County for the agents used by County
which were supplied by HonorHealth pursuant to Section 3.1.4.5.
ARTICLE IV
RESPONSIBILITIES OF COUNTY
4.1 Medical Direction. County shall:
4.1.1 Utilize the JCL for administrative medical direction of its County Personnel assigned to
JCL.
4.1.2 Utilize JCL for pre-hospital care and on-line medical direction of its County Personnel
pursuant to AAC R9-25-201 and R9-25-202.
4.1.3 Equip each unit/team/vehicle used by County Personnel with all equipment required by
AzDHS, including, but not limited to:
4.1.3.1 Access to and use of necessary forms and/or electronic health records (“EHR”) to
ensure adequate documentation and maintenance of records of patient encounters
and treatments rendered by County Personnel. County will provide HonorHealth
personnel with access to such documentation on an ongoing and timely basis,
including individual or group log on access to EHR.
4.1.3.2 Providing communication equipment in good working order that allows HonorHealth
to communicate with County Personnel in the field.
4.1.3.3 Providing any other equipment necessary to the operation of the unit/team/vehicle in
order for County to be in compliance with all applicable state and federal laws, rules,
regulations and orders.
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4.1.4 Utilize only emergency medical care technicians (“EMCTs”) certified by the AzDHS
pursuant to ARS, Title 36 Chapter 21.1 Article 1 (ARS 36-2202) and AAC Title 9, Chapter
25 Article 4.
4.1.4.1 Certify that only EMCTs with current certifications are assigned to JCL.
4.1.4.2 Require County Personnel to meet AzDHS continuing education requirements for
recertification.
4.1.5 Not concurrently assign County Personnel to another advanced life support base hospital
for administrative and on-line medical direction.
4.1.6 Provide a continuing quality improvement process and a review of encounter form
4.1.7 Be responsible for the procedures used in responding to and providing assistance at the
scene of an emergency.
4.1.8 Have a written policy such that when ALS skills have been instituted, the County
Personnel with the highest skill level shall remain with the patient until transfer of care to
another comparably staffed ALS equipped emergency vehicle or to the staff of an
appropriate facility.
4.1.9 Initiate an EMS Encounter Form for each patient contact. When transported to a
receiving facility, the patient(s), record(s), and the care of the patient(s) shall be
immediately transferred to the facility.
4.1.10 Allow ride-along privileges to physicians providing on-line medical direction and
intermediaries and other members of the medical community for on-vehicle experience
and observations, assuming appropriate Business Associate Agreement and Waiver &
Release are obtained prior to transport.
4.1.11 Agree that whenever County Personnel are performing services on the JCL's premises or
taking direction from a physician on the HonorHealth medical staff, such County
Personnel shall be considered as independent contractors and not as agents or
employees of HonorHealth.
4.1.12 Secure and maintain in force during the term of this Agreement and for three (3) years
thereafter, comprehensive general liability insurance with respect to claims for bodily
injuries, or death, or property damage as well as professional liability insurance covering
each of its employees utilized under terms of this Agreement with limits of not less than
one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000)
annual aggregate. Provide certificates of insurance evidencing such coverage to
HonorHealth upon request. County will name the physicians providing medical direction
hereunder as additional insureds. Provide HonorHealth with thirty (30) days’ advance
written notice of cancellation of such coverages. In addition, during the term of this
Agreement, maintain at its sole cost and expense, motor vehicle liability insurance
providing for a minimum of Two Million Dollar ($2,000,000) combined single limit of
liability. Said insurance coverage shall be maintained with respect to the all ambulances
and vehicles used by County in servicing patients of the Hospital.
4.1.13 Comply with applicable equal employment opportunity and affirmative action
requirements.
4.1.14 Staff units/vehicles in compliance with AzDHS requirements.
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4.1.15 Make reasonable effort to comply with pre-hospital quality improvement
recommendations.
4.1.16 Notify HonorHealth in writing, or electronically, within thirty (30) days, of any transfer or
termination of County Personnel assigned to JCL or the addition of new County
Personnel assigned to JCL. Said notification shall include the name, certification
number, certification expiration date, and the effective date of employment, transfer or
termination.
4.1.17 Require that each paramedic assigned to JCL to comply with ALS Base Hospital specific
criteria. ALS Base Hospital requirements for EMCTs new to the Hospital shall include,
but are not limited to:
4.1.17.1 Attendance at ALS Base Hospital orientation;
4.1.17.2 Making all patient care encounter forms available to the Prehospital
Coordinator in accordance with HIPAA standards;
4.1.17.3 Meeting with the Pre-hospital Coordinator(s) and/or ALS Base Hospital Medical
Director for orientation and clinical evaluation (as determined by the ALS Base
Hospital Medical Director);
4.1.17.4 Providing copies of current identification and certification cards for each EMCT
assigned to JCL , including current driver’s license or government issued
identification card, current state certification card, current ACLS card, current
CPR card and any other current certification cards held by the EMCT (i.e. PALS,
National Registry, etc.); and
4.1.17.5 Providing any other certifications and/or attending any other ongoing education
requirements as requested by the ALS Base Hospital Medical Director.
4.1.18 Provide a list of the names of each EMCT currently assigned to Hospital and provide
timely notification to Hospital when an EMCT is no longer assigned to Hospital. The list
shall include the EMCT’s certification number and certification expiration date.
ARTICLE V
OTHER PROVISIONS
5.1 System Review. Parties agree that, should timely audit and written documentation of EMS/ALS
encounters demonstrate that the present system markedly deviates from the medical standards
of the EMS system, at the request of either HonorHealth or County, both parties will jointly review
a recommendation to amend this Agreement or upgrade the minimal EMCT personnel standards.
5.2 Mutual Indemnification. Either party shall indemnify and save harmless the other for, from and
against all actions, liabilities, losses, damages, claims and demands whatsoever, including costs,
expenses and attorney’s fees resulting from or claimed to have resulted from any intentional or
negligent acts or omissions of the other party, its employees or agents engaged in the work under
this Agreement at the time of the event or occurrence upon which such actions, claims or
demands are based. Where both HonorHealth and County, including their respective employee
or agents, participated in the liability causing event, each party shall contribute to the common
liability a pro rata share based upon its relative degree of fault.
ARTICLE VI
MISCELLANEOUS PROVISIONS
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6.1 Independent Contractor. Whenever County Personnel are performing services under this
Agreement and taking direction from physicians on Hospital's staff (i.e., either employed by or
contracted for by Hospital), such County Personnel shall be considered as independent
contractors and not as agents, servants or employees of HonorHealth for the payment of any
employer taxes such as FICA, unemployment, and worker’s compensation. HonorHealth shall
not be responsible for those taxes or any fringe benefits from the County’s employees. Further,
the employees of County shall not be regarded as employees of the HonorHealth with respect to
any intentional or negligent activity in which they may be involved or for any other purpose.
"Direction" shall be deemed to be limited to matters related to the care of pre-hospital patients.
6.2 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto, their respective successors, assigns or other legal representatives.
6.3 Assignment. No right or obligation hereunder may in any way whatsoever be assigned or
delegated to a third party without the express prior written consent of the other party hereto, and
any attempted assignment without such consent shall be considered null and void.
Notwithstanding the above, this Agreement, or any or all of the services required herein, may be
assigned, or subcontracted to any of County’s affiliates.
6.4 Legal Fees. In the event either party brings any action for any relief, declaratory or otherwise,
arising out of this Agreement, or on account of any breach or default hereof, the prevailing party
shall be entitled to receive from the other party, reasonable attorneys' fees, costs, and expenses
related to such action.
6.5 Severability. If any portion or portions of this Agreement shall be for any reason invalid or
unenforceable, the remaining portion(s) shall be valid and enforceable and carried into effect
unless to do so would clearly violate the present legal and valid intention of the parties hereto.
6.6 Notices. Any notice required or permitted to be given pursuant to any provisions of this
Agreement shall be given in writing, and either delivered in person, by electronic transmission,
deposited in the United States mail, postage pre-paid, registered or certified mail, return receipt
requested, properly addressed, or by a nationally recognized overnight courier service, to the
following addresses:
HonorHealth: HonorHealth
8125 N. Hayden Rd.
Scottsdale, Arizona 85258
Attn: General Counsel
County: Maricopa County Sheriff’s Office
Chief of Administration
550 West Jackson 5th Floor
Phoenix, AZ 85003
With a copy to: Maricopa County Sheriff’s Office
Patrol and Enforcement Support Chief
550 W Jackson 5th Floor
Phoenix, AZ 85003
The notification addresses listed above can be changed by either party with proper notice as
listed above.
6.7 Entire Agreement. This Agreement constitutes the entire agreement and understanding between
the parties with respect to the subject matter hereof and supersedes any previous agreement or
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understanding, whether oral or otherwise. No modification of this Agreement shall be valid unless
in writing and signed by each of the parties hereto.
6.8 Counterparts. This Agreement may be executed in several counterparts, each of which shall be
an original, but all of which shall constitute one and the same instrument.
6.9 Execution by Facsimile; Delivery of Original Signed Agreement. This Agreement may be
executed by facsimile, and shall be deemed effectively executed upon the receipt by both parties
hereto of the last page of this Agreement duly executed by the other party. Each party to this
Agreement agrees to deliver two (2) original, inked and signed Agreements within two (2) days of
faxing the executed last page hereof.
6.10 Modification Based Upon Change in Law or Interpretation Thereof. If there is a change in any
federal or state law, regulation or rule which affects the Agreement or the activities of either party
under this Agreement, or any change in the judicial or administrative interpretation of any such
law, regulation, or rule and either party reasonably believes in good faith that the change will have
a substantial adverse effect on that party's business operations or its rights or obligations under
this Agreement, then the party may, upon written notice, require the other party to enter into good
faith negotiations to renegotiate the terms of this Agreement. If the parties are unable to reach an
agreement concerning the modification of this Agreement within the earlier of forty five (45) days
after the date of the notice seeking renegotiation or the effective date of the change, or if the
change is effective immediately, then either party may immediately terminate this Agreement by
written notice to the other party.
6.11 Exclusion from Doing Business. County hereby warrants and represents that it is eligible to do
business with and has never been excluded from doing business with any federal or state health
care program, including, without limitation, Medicare, Medicaid, and AHCCCS. County shall,
throughout the term of this Agreement, maintain its eligibility to do business with all federal and
state health care programs. In the event County is excluded from doing business with any federal
or state healthcare program, County shall immediately notify HonorHealth in writing of the
exclusion. This Agreement and any other agreement between County and HonorHealth for the
provision of items or services for which payment may be made in whole or in part under any
federal or state health care program shall automatically terminate upon the exclusion of County
from doing business with any federal or state health care program and HonorHealth’s obligation
to pay for any item or service provided by County pursuant to this Agreement as well as its
obligation under any contract shall cease as of the effective date of the exclusion from doing
business with any such program.
6.13 HIPAA. The parties confirm their intent to comply with the requirements of the Standards for
Privacy of Individually Identifiable Health Information 45 C.F.R. 160.103, 164.501 et. seq., as
amended from time to time (“Privacy Standards”) for protected health information (“PHI”). The
parties believe that the use and handling of PHI by HonorHealth and County in providing Services
under this Agreement is related to the provision of patient care services and otherwise authorized
under the Privacy Standards without additional agreements, consents or authorizations.
6.14 Compliance with Federal Anti-Kickback Statute. Each party shall comply with the Federal Health
Care Programs’ Anti-Kickback Statute (42 U.S.C. § 1320a-7b) and any applicable regulations
promulgated thereunder. The parties further recognize that this Agreement shall be subject to
amendments of the Anti-Kickback Statute or any of its applicable regulations. In the event any
applicable provisions of the Anti-Kickback Statute or its regulations invalidate, or are otherwise
inconsistent with the terms of this Agreement, or would cause one or both the parties to be in
violation of the law, the parties shall exercise their best efforts to accommodate the terms and
intent of this Agreement to the greatest extent possible consistent with the requirements of the
Statute and its applicable regulations.
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6.15 Fair Market Value. This Agreement has been negotiated at arm’s length and in good faith by the
parties. Nothing contained in this Agreement, including any compensation paid or payable, is
intended or shall be construed: (i) to require, influence or otherwise induce or solicit either party
regarding referrals of business or patients, or the recommending the ordering of any items or
services of any kind whatsoever to the other party or any of its affiliates, or to any other person, or
otherwise generate business between the parties to be reimbursed in whole or in part by any
Federal Health Care Program, or (ii) to interfere with a patient’s right to choose his or her own
health care provider.
6.16 Regulatory Termination: If any federal state or local regulatory, licensing or certifying body,
including but not limited to the Center for Medicare and Medicaid Services (“CMS”), Department
of Health and Human Services (“DHHS”) or the Internal Revenue Service (“IRS”) determines that
this Agreement is illegal or jeopardizes Hospital's tax exempt status or otherwise materially
effects either party's business, then the affected party shall give the other party such notice as is
reasonable in the circumstances and shall make available a reasonable period in which to cure. If
no cure is implemented by the parties, the Hospital, in its sole discretion, may terminate this
Agreement.
6.17 Confidentiality. To the extent not inconsistent with the Public Records Law, County, its
employees and agents shall keep confidential all knowledge, information and documents
entrusted to its care by HonorHealth. Neither County, its employees nor agents shall disclose any
knowledge, information or documents entrusted to it by HonorHealth to any person, firm or
corporation other than the person, firm or corporation designated by HonorHealth. Knowledge,
information and documents entrusted by HonorHealth to County may include, but are not limited
to, the names of vendors and the terms and conditions (including financial information) with
vendors, the names of patients and the terms and conditions (including financial information) of
agreements with or for the benefit of patients and all medical records and information.
6.18 Force Majeure: In case performance of any terms or provisions hereof (other than the payment of
monies), shall be delayed or prevented because of compliance with any law, decree, or order of
any governmental agency or authority, either local state or federal or because of riots, war, public
disturbances, strikes, lockouts, differences with workers, fire, hoods, Acts of God or any other
reason; whatsoever which is not within the control of the party whose performance is interfered
with and which, by the exercise of reasonable diligence said party is unable to prevent, the party
so suffering may at its option suspend, or postpone, without liability, the performance of its
obligations hereunder (other than the payment of monies) during the period such cause
continues, and extend the term of this Agreement for the period of such suspension or
postponement of performance of its duties hereunder.
6.19 Supersede and Replace: This Agreement is intended to supersede and replace any prior
agreement between HonorHealth and County with regard to the subject matter contained herein.
6.20 Non-Exclusive Agreement. This Agreement is not exclusive. Accordingly, HonorHealth shall have
the right to enter into one or more agreements relating to the same or similar matters as are
covered by this Agreement and execution by HonorHealth of such Agreements shall not
constitute a breach of this Agreement.
6.21 Access to Records for Government Inspection. County agrees until the expiration of four (4)
years after the furnishing of services to be provided under this Agreement, to make available
upon written request, to the Secretary of Health and Human Services or upon request, to the
Comptroller General of the United States of America or any of their duly authorized
representatives, the contracts, books, documents and records that are necessary to certify the
nature and extent of reimbursable costs under the Medicare laws. If County carries out any of the
agreements under this contract through a subcontract with a value or cost of ten thousand dollars
($10,000.00) or more over a twelve (12) month period with a related organization, such
subcontract shall contain a requirement identical to that set forth in the preceding paragraph.
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6.22 Governing Law. This Agreement shall be governed by the internal substantive laws of the State
of Arizona, without regard for conflicts of laws.
6.23 Drug Free Environment. The parties acknowledge that it is their intention that no employees
perform services while impaired. In the event that County reasonably suspects that an EMCT has
used illegal drugs or alcohol in contravention of County’s policies, County shall require the EMCT
to submit to alcohol and/ or drug testing in accordance with County's policies. In the event that
HonorHealth suspects that any County EMCT is impaired while performing services, HonorHealth
shall notify County of such suspicion. Upon such notification, and if County, in its sole discretion,
determines that there is reasonable suspicion to believe that an EMCT has used illegal drugs or
alcohol in contravention of County's policies, County shall require the EMCT to submit to alcohol
and/or drug testing in accordance with County's policies. Notwithstanding the foregoing,
HonorHealth shall have the right to refuse entry to any of County EMCT if, in the sole judgment of
HonorHealth , the health status or actions of that EMCT is detrimental to the health and/or safety
of HonorHealth's patients, guests or staff.
6.24 Ownership. County must check either "Physician Ownership" or "No Physician Ownership"
below, as appropriate:
□ Physician Ownership. The parties hereby acknowledge that one or more physicians or a
member of a physician's immediate family own or have a financial relationship with the
County. The parties acknowledge that the arrangement evidenced by this Agreement is
the subject of an arms-length negotiation and is for fair market value compensation. This
Agreement is not tied to or based on an expectation by HonorHealth that County or
physician owners will refer patients to HonorHealth. The volume or value of referrals by
physician is not a part of the consideration for this Agreement.
□ No Physician Ownership. The County hereby expressly represents and warrants to
Hospital that no physician, no physician organization, and no member of a physician's
immediate family owns or holds an ownership or financial interest in County, including
any affiliated or related entity or person, that is not the subject of an exception or "safe
harbor" under applicable law, such as the exception for publicly-traded securities under
42 CFR 411.356(a).
6.25 Retention and Inspection of Records. All records shall be kept on file by County for a period of
four (4) years from the date the record is made. County shall, upon reasonable notice, give
Hospital or its authorized representative the privilege at a reasonable time of inspecting,
examining, and auditing, during normal business hours, such of County’s business records which
are directly relevant to the financial arrangements. The cost of such inspection, examination, and
audit will be at the sole expense of HonorHealth and such inspection, examination, and audit
shall be conducted where said records are normally maintained.
6.26 Corporate Authority. The individual(s) executing this Agreement on behalf of, or as a
representative for a corporation or other person, firm, partnership or entity, represents and
warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of the
corporation, person, firm, partnership or other entity and that this Agreement is binding upon the
entity in accordance with its terms
6.27 Compliance with Regulations and Policies. County shall comply with all standards applicable to
the services described in this Agreement, including but not limited to the standards of (a) federal,
state and local government laws, rules and regulations, and (b) third party payors. Whenever
providing services or goods pursuant to this Agreement on HonorHealth’s premises, County, its
employees and agents shall comply with and observe all HonorHealth’s rules and regulations
concerning conduct on HonorHealth’s premises. If any of the services or goods provided under
this Agreement are services or goods for which HonorHealth may, directly or indirectly, obtain
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compensation or reimbursement from any governmental health program (e.g., Medicare,
Medicaid, AHCCCS, CHAMPUS), County will comply with all government reimbursement
requirements as specified by HonorHealth and shall assist HonorHealth in completing necessary
documents and records for reimbursement.
6.28 OFCCP. County warrants that it complies with applicable federal, state and local statutes and
regulations, including employment, wage and hour, and immigration laws and agrees, in
connection with the performance of work under this Agreement, not to discriminate against any
employee or applicant for employment because of race, gender, religion, color, national origin,
age, disability, or veteran status. The parties hereby agree to comply with Executive Orders
11246 and 13496, and hereby incorporate herein the requirements of 41 C.F.R. §§60-1.4(a)(1)-
(7); 41 C.F.R. § 60-741.5; 29 C.F.R. part 471,Appendix A to Subpart A; 41 C.F.R. 60-300.5(a);
and all other federal acquisitions regulations governing this Agreement, if applicable.
These regulations prohibit discrimination against individuals based on race and gender, and
against qualified protected veterans and qualified individuals on the basis of disability. The
regulations require affirmative action by covered prime contractors and subcontractors to employ
and advance in employment minorities, women, qualified protected veterans, and qualified
individuals with disabilities.
6.29 Debarment. County represents and warrants that neither County nor any of its current directors or
officers: (i) is currently excluded, debarred or otherwise ineligible to participate in Federal health
care programs as defined in 42 USC § 1320a-7b(f) (the "Federal Healthcare Programs"); (ii) has
been convicted of a criminal offense related to the provision of healthcare items or services
during the last five (5) years; or (iii) has been excluded, debarred or otherwise declared ineligible
to participate, during the last five (5) years, in the Federal Healthcare Programs. This shall be an
ongoing representation and warranty during the Term of this Agreement and County shall
immediately notify HonorHealth of any change in the status of the representations and warranty
set forth in this Section. Any breach of this Section shall give HonorHealth the right to terminate
this Agreement immediately for cause.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
representatives on the date set forth below.
HONORHEALTH MARICOPA COUNTY
By: _______________________________ By: __________________________________
Clint Hickman
Its ________________________________ Its ____Chair, Board of Supervisors_______
Date: ______________________________ Date: _________________________________
APPROVED AS TO FORM: ATTEST:
_________________________________ ___________________________________
Attorney Date Fran McCarroll, Date
Clerk of the Board
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APPROVED AS TO FORM:
___________________________________
Deputy County Attorney Date
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