DRAFT IGA BTW OME AND VALLEYWISE 2024.11.12, CLEAN DRAFT.DOCX

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Intergovernmental Agreement 
Between
Maricopa County Special Health Care District dba Valleywise Health (“Valleywise 
Health”)
and
Maricopa County (“County”) Acting through its Office of the Medical Examiner (“OME”)
WHEREAS, VALLEYWISE HEALTH and the OME desire to enter into an agreement for 
laboratory testing services; and 
WHEREAS, VALLEYWISE HEALTH is authorized to contract with entities for certain services 
pursuant to A.R.S. § 48-5501 et seq; and 
WHEREAS, the OME is authorized to enter into agreements pursuant to A.R.S. §§11-951 et 
seq.; and 
WHEREAS, VALLEYWISE HEALTH and the OME are authorized by A.R.S. § 11-952, to jointly 
exercise powers common to the parties or for cooperative actions 
NOW, THEREFORE, VALLEYWISE HEALTH and the OME, (collectively the “Parties”), 
pursuant to the above and in consideration of the matters hereinafter set forth do mutually 
agree as follows: 
1.
PURPOSE OF THE AGREEMENT
This Agreement establishes guidelines for the provision of laboratory testing services to OME by 
Valleywise Health and payment by OME to Valleywise Health for such services.  Such services are 
to be provided by Qualified Personnel employed by or under contract (“Staff”) with Valleywise 
Health.  The parties agree that this Agreement is not exclusive and that OME retains the right to 
obtain any of the services referenced herein in the open market.
2.
TERM OF THE AGREEMENT
The Initial Term of this Agreement is January 1, 2025 through December 31, 2029 unless otherwise 
terminated or canceled as provided herein.  Four (4), one (1) year extensions may also be granted 
with approval from both Parties.
3.
TERMINATION OF AGREEMENT
Each Party shall have the right to terminate this Agreement by mailing the other Party written notice 
of termination by certified mail, return receipt requested, or by electronic mail with delivery receipt and 
return acknowledgement, at least sixty (60) days prior to the termination date.

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4.
CONFIDENTIALITY
Valleywise Health and the OME shall maintain procedures and controls in accordance with federal 
and state law, Arizona Administrative Code, Valleywise Health Policies, and County policies for the 
purpose of assuring that no information contained in records or obtained from OME shall be used or 
disclosed by the Parties except as is essential to performance of duties under this Agreement or as 
otherwise required by law.
Neither medical information nor personally identifying information that may be exchanged through 
this Agreement shall be made available for any political or commercial purpose.
5.
PUBLIC RECORDS
Notwithstanding any other provision of this Agreement, the Parties acknowledge that they are subject 
to A.R.S. §§39-121 through 39-128 regarding public records. Any provision regarding confidentiality 
is limited to the extent necessary to comply with the provisions of Arizona law.
6.
APPLICABLE LAW
This Agreement will be governed by and construed in accordance with the laws of the State of Arizona. 
In addition, the Parties obligations hereunder are subject to the laws of the State of Arizona. The 
Parties agree that the venue for any claim in any way related to this Agreement shall be Maricopa 
County, Arizona.
7.
COMPLIANCE WITH LAW
The Parties warrant that they are in compliance with all State and Federal laws.
8.
ARBITRATION
Pursuant to A.R.S. §12-1518, disputes under this Agreement that are not resolved by agreement 
between the Parties shall be resolved through the use of arbitration as follows:
Cases under the Jurisdictional Limit. The parties agree to arbitrate disputes filed in Arizona Superior 
Court that are subject to mandatory arbitration pursuant to A.R.S. § 12-133.
9.
RELATIONSHIP
Nothing in this Agreement shall make any Valleywise Health employee or OME employee an agent or 
employee of the other party to this Agreement.
10. INSURANCE
OME and Valleywise Health are self-insured for liability.
11. INDEMNIFICATION
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.

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12. SCOPE OF SERVICES
a.
OME may submit lab test requests to the Valleywise Health Laboratory, 2601 East Roosevelt, 
phone: 602-344-5520, as needed twenty-four (24) hours a day, seven (7) days a week.
b.
Under urgent circumstances, OME may receive the results by e-fax within 24 hours of receipt 
of lab test request.
c.
For certain tests (such as expedited CO testing), Valleywise Health shall call OME with results.  
d.
The laboratory name and name of the Director of the laboratory will appear on the result report.
e.
Reports will include the decedent name, identification number, referring contracted medical 
provider, date of specimen receipt, date of service, results, location ID and any comments 
pertinent to the specimen or reported results.
f.
Results will be conveyed to MCOME via e-fax upon completion of testing in a timely manner. 
An e-fax copy of the laboratory result must be submitted within three (3) working days upon 
completion of testing.
13. LICENSURE/CERTIFICATION REQUIREMENTS
All Staff providing services under this Agreement shall be qualified to provide services through 
appropriate 
training, 
education, 
experience 
and/or 
certification/licensure 
(if 
applicable).  
Documentation of qualifications shall be maintained in Valleywise Health files.
Valleywise Health shall obtain and maintain licensure/certification/accreditation/permits necessary to 
do business under this Agreement and in accordance with applicable laws/regulations.
14. BILLING, REIMBURSEMENT, AND COMPENSATION
a.
At the beginning of each month, Valleywise Health shall submit a detailed invoice before 
payments(s) can be made. At a minimum, the invoice must provide the following information:
i.
Company name, address and contact
ii.
County bill-to name and contact information
iii.
Contract/Serial Number
iv.
County purchase order number (if applicable)
v.
Unique invoice number and date
vi.
Payment terms
vii.
Date of service or delivery
viii.
Quantity
ix.
Contract Item Numbers(s) (HCPC or CPT Code)
x.
Description of Purchase (services)
xi.
Pricing per unit of service (AHCCCS Rate)
xii.
Extended Price (if applicable)
xiii.
Total Amount Due
b.
Problems regarding billing or invoicing shall be directed to OME Procurement Officer at 602-506-
3322.
c.
Payment shall be made by Maricopa County Accounts Payable through the Maricopa County 
Electronic Funds Transfer (EFT) process.
d.
If a credit is due to either Valleywise Health or OME, a written credit memo shall document and 
accompany any changes.

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e.
Requested services provided to OME by Valleywise Health shall be reimbursed in accordance 
with the Valleywise Health relevant Arizona Health Care Cost Containment System (AHCCCS) 
fee schedule in place at the date of service.
f.
OME will request pricing on a yearly basis for updated fiscal year pricing which occurs on July 
1st.
15. TERMINATION FOR LACK OF FUNDING
Pursuant to A.R.S. § 38-511, if any action is taken by any State, Federal or other agency or 
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, 
this Agreement, Valleywise Health or OME may amend, suspend, decrease, or terminate its 
obligations under, or in connection with, this Agreement with 30 days written notice.
16. AUTHORITY
a.
This Agreement does not imply authority to perform any tasks or to accept responsibility for 
any terms not expressly stated in this Agreement.
b.
This Agreement does not create a duty or responsibility unless the intention to do so is clearly 
and unambiguously stated in the Agreement.
17. SUBCONTRACTORS/ASSIGNMENTS/AGREEMENTS
Neither party will subcontract or assign the duties established under this Agreement without the 
express written permission of the other Party. 
18. AGREEMENT OF COMPLIANCE MONITORING
OME may request the County monitor Valleywise Health compliance with, and performance under, 
the terms and conditions of this Agreement. On-site visits for compliance monitoring may be made 
at any time during Valleywise Health normal business hours, announced or unannounced. 
19. SECTION HEADINGS
Sections and other headings contained in this Agreement are for reference purposes only and shall 
not affect in any way the meaning or interpretation of this Agreement.
20. COMMUNICATION
Informal communication for operational issues may be directed to the appropriate individual listed 
below:
FOR VALLEYWISE HEALTH:
Vielka Quinto
Laboratory
2601 E. Roosevelt
Phoenix, Arizona 85008
Email:  Vielka.Quinto@valleywisehealth.org
Phone:  (602) 344-5061

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FOR MARICOPA COUNTY and its OFFICE OF THE MEDICAL EXAMINER:
Sam Cook
Operations Manager
Maricopa County OME
701 W. Jefferson Street
Phoenix AZ  85007
Email:  Sam.cook@maricopa.gov
Phone:  (602) 506-8696
21. FORMAL NOTICES, CORRESPONDENCE, AND REPORTS
Formal notices shall be delivered to:
FOR VALLEYWISE HEALTH:
Valleywise Health
Contract Administration
2619 E. Pierce Street
Phoenix AZ  85008
Email: contracts@valleywisehealth.org
With a copy to:
Legal Services: SrVP & General Counsel
2601 E. Roosevelt Street, Piper Pavilion
Phoenix, AZ 85008
Ijana.Harris@valleywisehealth.org
FOR MARICOPA COUNTY and its OFFICE OF THE MEDICAL EXAMINER:
Maricopa County OME
Administrative Director
701 W Jefferson Street
Phoenix AZ  85007
Phone:  (602) 506-3322
22. ENTIRE AGREEMENT
All amendments and modifications to this Agreement shall be in writing and signed by both parties 
and are subject to the approval of the Board of Directors of Valleywise Health and the Maricopa 
County Board of Supervisors.
This Agreement may be modified at any time by mutual written amendment signed by the authorized 
representative of the respective Parties.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an 
original but all of which together shall constitute the same instrument.  Scanned or electronic 
signatures are acceptable as original signatures.

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IN WITNESS WHEREOF, the parties agree to enter into this Agreement:
MARICOPA COUNTY
BOARD OF SUPERVISORS
BY:
_________________________________
Chairman, Board of Supervisors
Date: ______________________
ATTEST:
________________________________
Clerk of the Board
Date: ______________________
Approved as to form:
________________________________
Deputy County Attorney
VALLEYWISE HEALTH
BY:
_______________________________
James Woodfin Thomas - Chairman, Board of 
Directors
Date: ______________________
ATTEST:
__________________________________
Melanie Talbot, Clerk of the Board
Date: _______________________