C-86-24-022-X-01 VALLEYWISE 23-26 CHN CONTRACT AMENDMENT VH SIGNED (1) (1).PDF

CONTRACT NO: C-86-24-022-X-00 AMENDMENT NO. 1

AMENDMENT TO CONTRACT FOR SERVICES
FOR COMMUNITY HEALTH
NEEDS ASSESSMENT REPORT
By and between
MARICOPA COUNTY
By and through
DEPARTMENT OF PUBLIC HEALTH
and
MARICOPA COUNTY SPECIAL HEALTH CARE DISTRICT
d/b/a VALLEYWISE HEALTH
I For good and valuable consideration acknowledged by the Parties, the above-named
Contract is hereby amended as specified below:

A. Section I, General Provisions, Section 7 — Termination, on Page 4 of the original
Contract has been updated and replaced with the revised Section I, General
Provisions, Section 7 - Termination, beginning on Page 2 of this amendment.

B. Section 1, General Provisions, Section 13 - Rights in Data, on Page 5 of the original
Contract has been updated and replaced with the revised Section ], General
Provisions, Section 13 - Rights in Property and Data, beginning on Page 2 of this
amendment.

C. Section |, General Provisions, Section 16 — Right To Extend Contract, on Page 6 of
the original Contract has been updated and replaced with the revised Section I,
General Provisions, Section 16 — Right To Extend Contract, beginning on Page 3 of
this amendment,

I. All other terms and conditions of the original Contract shall remain in full force and
effect.

IN WITNESS WHERE OF, the Parties agree to the changes indicated herein:

FOR AND ON BEHALF OF FOR AND ON BEHALF OF MARICOPA

MARICOPA COUNTY COUNTY SPECIAL HEALTH CARE
DISTRICT d/b/a VALLEYWISE HEALTH

By By \ ) Lad Sor ua

Chairman, Board of Supervisors

Date Date 02/14/2024

ATTEST

Clerk of the Board Date

APPROVED AS TO FORM

Attomey for Maricopa County Date

SECTION | GENERAL PROVISIONS

13.

TERMINATION

A. The County or Valleywise Health may terminate this Contract at any time with at
least 30 days prior written notice to the other Party. Such notice shall be given by
electronic notice, personal delivery or by Registered or Certified Mail, postage
prepaid and return receipt requested.

B. This Contract may be terminated by mutual written agreement of the Parties
specifying the termination date.

ion If not terminated by one of the methods stated above, this Contract shall terminate
on the expiration date of this Contract as stated on the Cover Page.

D. If either Party defaults under this Contract and the default continues for more than
10 days after the effective date of the other Party's written notice stating the
specific nature of the default, then the noticing Party may treat the default as a
breach of this Contract. Upon a breach, the aggrieved Party may exercise any
remedy available under the law, including the termination of this Contract.

E. If more than one activity is funded by this Contract the County may terminate any
part of the Scope of Work obligations without impairing the remaining obligations.

F. This contract is subject to cancellation pursuant to A.R.S. § 38-511.

G. If Valleywise Health terminates this Contract prior to the expiration date, Valleywise
Health will remain responsible for payment to County for all work and services
performed through the date of termination and for reimbursement to County of all
non-cancellable commitments incurred in the performance of the work or services.

RIGHTS IN PROPERTY AND DATA

Subject to applicable state and federal laws, rules, and regulations, all tangible materials
purchased or acquired by either Party in performance of this Contract shall remain the
property of the Party in possession when the Contract terminates.

Subject to applicable state and federal laws, rules, and regulations, the County shall have
full and complete ownership rights to and the right to reproduce, duplicate, adapt,
distribute, display, disclose and otherwise use all written and electronic information,
recordings, reports, findings, research information, abstracts, results, software, data,
discoveries, inventions, procedures and processes of services developed by the County
and any other intangible materials created, prepared or received by the County and its
subcontractors in performance of this Contract. Valleywise Health shall have full,
complete, perpetual, irrevocable and non-transferable rights to reproduce, duplicate,
adapt, make derivative works, distribute, display, disclose, publish, and otherwise use all
intangible material solely for non-profit purposes. Valleywise Health’s right to use the
intangible materials includes the right to use the intangible materials in connection with its
internal, non-profit research and educational activities, the right to present at academic or
professional meetings or symposia and the right to publish in journals, theses,
dissertations or otherwise while providing proper attribution to the County’s role in the
material development.

SECTION | GENERAL PROVISIONS

16. RIGHT TO EXTEND CONTRACT

The Contract may be extended by mutual written and signed agreement of the Parties for
additional terms up to three-years each. The scope of work and costs will be subject to
renegotiation for each extension.