PARTNERSHIP AGRMT RE PRGM ENROLLMENT WITH ST LUKE MC.PDF

Partnership Agreement No.
PARTNERSHIP AGREEMENT
between
MARICOPA COUNTY
by and through the
DEPARTMENT OF PUBLIC HEALTH
4041 N. Central Avenue, #1400, Phoenix, Arizona 85012
And
ST. LUKE’S MEDICAL CENTER, LP
1800 E. Van Buren, Phoenix, AZ 85006
This non-monetary PARTNERSHIP AGREEMENT is hereby made and entered into by and between
Maricopa County through its Department of Public Health, Office of Family Health Services, Nurse Family
Partnership thereinafter referred to as MCDPH NFP and St. Luke’s Medical Center, LP, a Delaware
Limited Partnership doing business as Tempe St. Luke’s Hospital, a Campus of St. Luke’s Medical Center
dba The Women’s Care Center Clinic at Tempe St. Luke’s, hereinafter referred to as WCC.
A. PURPOSE:
The purpose of this Agreement is to provide 3 offices on the premises of Wornen’s Care Center
Clinic, located at 455 East 6" Street, Mesa, AZ 85201 Suite 100
B. STATEMENT OF MUTUAL BENEFIT AND INTERESTS
The mutual benefit for both parties is:
1, Cross referral between MCDPH NFP and WCC;
C. MCDPH NFP SHALL:
1. Provide WCC with a County administrative contact person. The administrative contact
person is:
Tracy Sloat
4041 N. Central Ave. Ste 700
Phoenix, Arizona 85012
Telephone Number: (602) 506-0610
Email address: tracysloat@mail.maricopa.gov
D. WCC SHALL:
1. provide 3 offices in an area which protects confidentiality during the NFP enrollment process
and a small secured area to store portable printer and enrollment materials.
E. E-VERIFICATION OF EMPLOYEES:
WCC warrants that it is in compliance with A.R.S. § 41-4401 and further acknowledges:
1. That WCC 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

Partnership Agreement No.
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.;
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;
That the County retains the right to inspect the papers of the WCC and any
subcontractor employee who works on this Contract to ensure that the WCC and all
subcontractors are complying with the warranty provided under subsection A above,
and that the WCC shall make all papers and employment records of said
employee(s) available during normal working hours in order to facilitate such an
inspection.
That nothing herein shall make the WCC or any subcontractor an agent or employee
of the County.
F. ITIS 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 NFP services must fully comply with all
applicable requirements for competition.
EFFECTIVE DATE
This agreement will begin as of September 1, 2013 and end on August 31, 2014. Thereafter,
this Agreement will be automatically renewed for successive one year terms, without the
necessity of notice of action by either party, however may be terminated as provided by
options with the Agreement. Either party may terminate this Agreement upon 60 days prior
written notice.
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.
TERMINATION
Either Party, in writing, may terminate the instrument in whole, or in part, 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.
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 NFP or WCC. The use or disclosure by either party of any information
concerning an eligible individual served under this agreement is directly limited to the
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Partnership Agreement No.
fulfillment of this agreement.
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.
PARTICIPATION IN SIMILAR ACTIVITIES
This agreement in no way restricts MCDPH NFP or WCC from participating in similar
activities with other public or private agencies, organizations, and individuals.
NON-LIABILITY
Neither MCDPH NFP nor WCC, 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.
INDEMNITY
MCDPH NFP agrees to indemnify, hold harmless, and defend WCC, 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 NFP or any
subcontractors or anyone directly or indirectly employed by either MCDPH NFP or any
subcontractors. MCDPH NFP and its subcontractors shall .reimburse WCC for its costs,
including attorney's fees for defense of any litigation arising from such claim. MCDPH NFP
shall include a clause to this effect in all subcontracts inuring to the benefit of the WCC.
Similarly, WCC agrees to indemnify, hold harmless, and defend MCDPH NFP and Maricopa
County, its officers and employees from and against any and all claims, damages, sults 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 WCC or any
subcontractors or anyone directly or indirectly employed by either WCC or any
subcontractors. WCC 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.
WCC shall include a clause to this effect in all subcontracts inuring to the benefit of the
MCDPH NFP and Maricopa County.
10. INSURANCE
10.1 WCC 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 A VU or better,
as set forth below:
a) Workers’ Compensation — Statutory Limit, and employer's liability - $1,000,000;
b) General Liability - $1,000,000 per occurrence, $ 2,000,000 general aggregate;
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/
$10,000,000 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 Hoider for Subsection 10. 1a.
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Partnership Agreement No.
10.4 Before providing the Services, as identified in Section D above, WCC shall furnish
County with certificates of insurance evidencing coverage required by this Article. The
certificates shall identify County as additional Insured and shail 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 WCC 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 WCC sole cost and expense. WCC 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 WCC 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, WCC 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.
13. PRINCIPAL CONTACTS
The principal contacts for this agreement are:
Maricopa County Department of Public Health St. Luke’s Medical Center, LP
NFP Services
Name: Tracy Sloat Name: Ed Myers, Chief Executive Officer
Phone: 602-506-0610 Phone: 602-251-8116
FAX: 602-506-6896 E-mail: emyers@iasishealthcare.com
E-Mail: tracysloat@mail.maricopa.gov
Grants and Contracts
Department of Public Heaith
Grant/Contract Administrator
Phone: 602-372-0675
FAX: 602-506-6885

Partnership Agreement No.
IN WITNESS WHEREOF, the parties agree to the changes indicated herein:
FOR AND ON BEHALF OF FOR AND ON BEHALF OF
MARICOPA COUNTY ST. LUKE’S MEDICAL CENTER, LP
ay py <E igey —
Chairman, Board of Supervisors /
}
:
BL 23
Date Date
ATTEST:
Clerk of the Board
Date
APPROVED AS TO FORM: APPROVED AS TO FORM:
Attorney for Maricopa County Signature
DATE: DATE: