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Partnership Agreement No. C-86-20-
PARTNERSHIP AGREEMENT
Between
MARICOPA COUNTY
by and through the
DEPARTMENT OF PUBLIC HEALTH
And
MARICOPA COUNTY SPECIAL HEALTH CARE DISTRICT
dba
VALLEYWISE HEALTH
This non-monetary Partnership Agreement (“Agreement') is hereby made and entered into by and between
Maricopa County through its Department of Public Health thereinafter referred to as “MCDPH" and Maricopa
County Special HealthCare District dba Valleywise Health hereinafter referred to as "Valleywise Health”.
A. PURPOSE:
The purpose of this Agreement is to provide virtual Women, Infant and Children ("WIC") Services for
those referred to MCDPH WIC by Valleywise Health.
B. STATEMENT OF MUTUAL BENEFIT AND INTERESTS:
The mutual benefit for both parties is:
4. To establish an educational and participatory program of cooperative interaction between
MCDPH and Valleywise Health; and
2. To provide Valleywise Health patients with virtual WIC services and WIC benefits.
C. MCDPH SHALL:
4. Provide WIC services virtually; and
2. Provide Valleywise Health with a County administrative contact person. The administrative
contact
person is:
Carrie Zavala
4041 N Central Ave, Suite 700
Phoenix, Arizona 85012
Telephone Number: (602) 506-9339
Email: _carrie.zavala@maricopa.gov
D. Valleywise Health SHALL upload patient information into the WIC portal for virtual certification of
WIC services. Patient information will include child's height, weight, hemoglobin, and parent
contact information. Valleywise Health will provide WIC information to patients/caregivers of
patients.
E. ITIS MUTUALLY UNDERSTOOD AND AGREED BY AND BETWEEN THE PARTIES THAT:
4. 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
Partnership Agreement No. C-86-20-
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 services must fully comply with all applicable requirements for competition.
2. EFFECTIVE DATE, TERM, AUTO-RENEWAL AND TERMINATION
This Agreement will begin on the date of last signature below and end on August 31 ;
2022. Thereafter, this Agreement will be automatically renewed for additional one (1) year terms
without the necessity of a written or oral notice of action by either party, however either party may
provide written notice of non-renewal to the other party at least 30 days prior to the expiration of
the then current term. Either party may terminate this Agreement at any time during a term and for
any or no reason upon 90 days prior written notice.
3. 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.
4. 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 type confidentiality will be
maintained equally for all individuals presenting for services whether being provided by
MCDPH or Valleywise Health. The use or disclosure by either party of any information
concerning an individual served under this Agreement is directly limited to the fulfillment of this
Agreement.
5. LAWS, RULES AND REGULATIONS
Both parties understand and concur that this Agreement is subject to ali State and Federal
laws, rules and regulations that pertain hereto.
6. PARTICIPATION IN SIMILAR ACTIVITIES
This Agreement in no way restricts MCDPH or Valieywise Health from participating in similar
activities with other public or private agencies, organizations, and individuals.
7. NON-LIABILITY
Neither MCDPH nor Valleywise Health, nor their respective officers and employees, shail 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.
8. INDEMNITY
Each party (as “indemnitor") agrees to indemnify, defend, and hold harmless the other party, its
officers, agents, employees and authorized volunteers (each an "indemnitee") from and against any
and all claims, losses, liability, costs, or expenses (including reasonable attomeys fees) (hereinafter
collectively referred to as "claims') arising out of the negligent performance of this Agreement, 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, agents,
employees, or authorized volunteers.
9. INSURANCE
9.1 Valleywise Health 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 6++ or better,
as set forth below:
a) Workers' Compensation — Statutory Limit;
b) General Liability - $2,000,000;
c) Excess Liability - $4,000,000;
d) Automobile Liability - $1,000,000 (if applicable);
e) Professiona! Errors and Omissions Insurance - $1,000,000 each claim/ $3,000,000
Aggregate. Each professional or paraprofessional shall also carry Professional
Malpractice Insurance. This is in addition to the coverage required above.
Partnership Agreement No. C-86-20-
9.2
10.
Excluding insurance coverage for 9.1a) and 9.1e), County, its officers, directors, agents
and employees shall be named as Additional Insureds & Certificate Holders under the
policies of insurance set forth in Subsection 9.1, for any and all purposes arising out of or
connected to the Services provided pursuant to this Agreement.
9.3. County shall be a Certificate Holder for Subsection 9.1a.
9.4 Before providing the Services, as identified in Section D above, Valleywise Heaith shall
furnish County with certificates of insurance evidencing coverage required by this Article.
The certificates shall identify County as additional insured and shall be signed by a person
authorized by that insurer to bind coverage on its behalf.
9.5 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.
9.6 Valleywise Health shall, and shail cause its agents to comply at all times with all applicable
municipal, county, state, federal or other governmental laws, statutes, codes, Tegulations and
other requirements, including, without limitation, environmental health safety and police
requirements and regulations respecting the premises used. This compliance
shall be at Valleywise Health’s sole cost and expense. Valleywise Health shall be solely
responsible for any and all chemical or toxic waste or other "hazardous material" disbursement
or release and will be solely responsible for the actual "clean-up" should
any material be released. In addition, Valleywise Health 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.
9.7 Allinsurance obligations of this Article shall survive termination of this Agreement.
COMMUNICATIONS AND NOTICES
All communications and notices required under this Agreement shall be deemed to have been fully
given when made in writing and delivered by: (i) personal delivery; (ii) deposit in the United States mail,
postage prepaid, certified mail, return receipt requested; (iii) overnight courier service; or {iv) electronic
mail where sender does not receive any indication that such message is undeliverable or otherwise
unable to reach recipient, in each case to the addresses shown below or such other address(es) as that
party may specify in writing from time to time.
Each party also 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 below.
Partnership Agreement No. C-86-20-
Maricopa County Department of Public
Health
041 N. Central Ave, Suite 700
Phoenix, AZ 85012
Name: Carrie Zavala
Phone: 602-506-9339
IFAX: 602-506-9330
Partner: Valteywise Health
2601 E. Roosevelt St.
Phoenix, AZ 85008
Contact Name: Barbara Harding
Phone: 602-344-1129
Email E-Mail:
lcarrie.zavala@maricopa.gov
Office of Acquisition and Grants
Management
Department of Public Health
041 N. Central Avenue, Suite 1400
Phoenix, AZ 85012
TTN: Grant/Contract Administrator
Phone: 602-372-0674
FAX: 602-506-6885
41. CONFLICT OF INTEREST
This Agreement is subject to the provision in A.R.S. § 38-511 whereby if, within three (3) years
after the execution of this Agreement, Valleywise Health hires, as an employee or agent, any
MCDPH representative who was significantly involved in negotiating, securing, drafting, or
creating this Agreement, then MCDPH may cancel this Agreement as provided in ARS § 38-
511. :
12. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Arizona. Venue for any actions
or lawsuits involving this Agreement will be in Maricopa County Superior Court or in the
United States District Court for the District of Arizona, sitting in Phoenix, Arizona.
13. ENTIRE AGREEMENT
This Agreement including any and all of the attachments contain all the terms and conditions
agreed upon by the parties regarding the subject matter of this Agreement and, upon its full
execution, it will supersede any prior agreements, oral or written, and ail other
communications between the parties relating to such subject matter.
14. AUTHORITY
The persons signing this Agreement warrant that they have full authority to do so and that their
signatures shall bind the parties for which they sign.
45. COUNTERPART SIGNATURES; TRANSMISSION BY ELECTRONIC MEANS
This Agreement may be executed in one or more counterparts, each of which counterparts
shall be deemed an original agreement and ail of which shall constitute but one agreement.
The parties agree that execution of this Agreement by exchanging facsimile, portable
document format (.pdf), or other imaged signatures will have the same legal force and effect
as the exchange of original signatures.
Partnership Agreement No. C-86-20-
IN WITNESS WHEREOF, the parties agree to the changes indicated herein:
FOR AND ON BEHALF OF
MARICOPA COUNTY, by and through
its Department of Public Health
By
FOR AND ON BEHALF OF VALLEYWISE HEALTH
Partner
Clint Hickman
Chairman, Board of Supervisors
Date:
ATTEST:
Clerk of the Board
Date
APPROVED AS TO FORM:
/s/ Anne Longo
Attorney for Maricopa County
Date:
Mark G. Dew:
ula: Board of Directors
94] 80509
Date: *
ATTEST:
oy) Q Court arth
UL of the Board
Ld 4 QOLQO
Date
sits.
General Counsel
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