MARICOPA_MOA_CDCF_EFF09.06.22.DOCX

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MASTER MEMORANDUM OF AGREEMENT
1.
PURPOSE.   The National Foundation for the Centers for Disease Control and Prevention, Inc. 
(“CDC Foundation”) and the Maricopa County Department of Health (“Department”) hereby enter into this 
Master Memorandum of Agreement (“Master MOA”) for the purpose of supporting public health workforce 
staffing initiatives. 
2.
 SCOPE OF SERVICES.  The Parties are responsible for the obligations and services set forth in 
in Attachment A: “X” (the “Services”). Each new Attachment A: “X” will be numbered in accordance with 
the assigned CDC Foundation Program Number.         
3.
TERM AND TERMINATION
3.1. Effective dates.  This Master MOA shall be effective on September 6, 2022, and renew 
annually unless terminated by either Party, pursuant to the terms in Section 3.2.  Each Attachment 
A will terminate according to the terms and conditions set forth therein.  The termination of an 
Attachment A will not operate to terminate this, Master MOA.  
3.2.  Termination. 
a.
Either party may terminate this Master MOA by providing thirty (30) days written notice of 
termination to the other party.
b.
Either party may terminate this Master MOA for cause, default, or negligence at any time, 
without thirty days advance written notice.  The Party initiating the termination may, at its 
option, allow the other party a reasonable time to cure the default before termination.
c.
The CDC Foundation may immediately terminate this Master MOA in the event payment from 
the CDC Foundation’s funding source ceases.  In the event there is a delay in payment from the 
CDC Foundation’s funding source, the CDC Foundation may, in its sole discretion, temporarily 
cease services or immediately terminate this MOA.
4.
AMENDMENTS.    The Master MOA may only be amended by written Agreement of all parties.
5.
CONFIDENTIALITY.
5.1.
The CDC Foundation will comply with all confidentiality obligations under federal and state 
laws and Department policies and requirements including but not limited to the Federal Educational 
Rights and Privacy Act, 20 U.S.C. §1232g, and the Health Insurance Portability and Accountability Act 
(HIPAA), Public Law 104-92, as amended, and regulations (45 CFR Parts 160 and 164), as applicable.  
Confidential information means information known or maintained in any form, whether recorded or 
not, consisting of protected health information, other health information, personal information, 
personal identifying information, confidential business information, and any other information required 
by law to be treated as confidential, designated as confidential by Department, or known or believed 
by the CDC Foundation or the CDC Foundation’s employee or agent to be claimed as confidential or 
entitled to confidential treatment. 
5.2.
The CDC Foundation will not: 1) access, view, use, or disclose confidential information 
without written authorization from Department; 2) discuss confidential information obtained in the 
course of its relationship with Department with any other person, or in any location outside of its area 
of responsibility in Department; or 3) make any unauthorized copy of confidential information or 
remove or transfer this information to any unauthorized location or media.
5.3.
The CDC Foundation will direct any request it receives for confidential information obtained 
through performance of services under this Master MOA, including a subpoena, litigation discovery 
request, court order, or Freedom of Information Act request, to the Department Contracts Manager

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and Department Office of General Counsel as soon as possible, and in every case within one business 
day of receipt.  If the CDC Foundation discloses confidential information pursuant to a properly 
completed authorization or legal process, order or requirement, the CDC Foundation must document 
the disclosure and make the documentation and authorization available for Department inspection and 
audit.
5.4.
The CDC Foundation must immediately notify the Department Compliance Officer at 
Christina.Mrukowicz@Maricopa.gov of any unauthorized use or disclosure of confidential information 
received under this Master MOA. The CDC Foundation will promptly notify Department of any suspected 
or actual breach of security of an individual’s personal identifying information under applicable law.
5.5.
The CDC Foundation’s obligations under this provision and any other Agreements 
concerning confidentiality shall survive termination, cancellation, or expiration of the Master MOA.
6.
RECORDKEEPING, AUDITS, & INSPECTIONS.    Each Party shall create and maintain adequate 
records to document all matters covered by this Master MOA.   All such records shall be maintained for 
seven (7) years or other longer period as may be required by law after termination, cancellation, or 
expiration of the Master MOA.  Each Party must make records available for inspection and audit at any 
time, with reasonable notice. If any litigation, claim or audit has begun but is not completed at the end of 
the seven-year period, or if audit findings have not been resolved at the end of the seven-year period, the 
records shall be retained until all litigation, claims, or audit findings involving the records have been resolved 
and final action taken. The parties shall allow for inspection of the facilities and locations where activities 
under this Master MOA are to be performed on reasonable notice.  Unjustified failure to produce any records 
required under this paragraph may result in immediate termination of this Master MOA.
The parties must dispose of records containing each other’s Confidential information in a secure manner 
such as shredding or incineration once the required retention period has ended.  Confidential information 
means information known or maintained in any form, whether recorded or not, consisting of protected 
health information, other health information, personal information, personal identifying information, 
confidential business information, or any other information required by law to be treated as confidential, 
designated as confidential by the other party.
7.
LIABILITY, NO AGENCY RELATIONSHIP.  Neither party shall be liable for any claims, 
demands, expenses, liabilities, and losses (including reasonable attorney’s fees) which may arise out of any 
acts or failures to act by the other party, its employees, or agents, in connection with the performance of 
services pursuant to this Master MOA.  Neither party is an employee, agent, partner, or joint ventures of 
the other.  Neither party has the right or authority to control or direct the activities of the other or the right 
or ability to bind the other to any Agreement with a third party or to incur any obligation or liability on 
behalf of the other party, unless expressly authorized in this Master MOA.
8.
NON-DISCRIMINATION.   No person shall be excluded from participation in, be denied the 
benefits of, or be subjected to discrimination in relation to activities carried out under this contract on the 
grounds of race, religion, color, sex, age, national origin, disability, or any other basis prohibited by law.  
This includes the provision of language assistance services to individuals of limited English proficiency 
eligible for services provided by Department.
9.
DRUG FREE WORKPLACE.   By signing this Master MOA, the Department certifies that it will 
comply with all applicable provisions of The Drug-free Workplace Act of 1988, 48 CFR § 52.223-6 (Pub. L. 
100-690, Title V, Subtitle D; 41 U.S.C. 701-707).
10.
DISPUTES.    This Master MOA will be interpreted, applied, and enforced pursuant to the laws of 
the State of Arizona, including Arizona’s statutes of limitation and without regard to its conflict of law 
principles.  Any action to enforce or interpret this Agreement, or arising therefrom, must be brought 
exclusively in the courts located in Maricopa County, Arizona and the parties hereby consent to the exclusive 
jurisdiction of these courts in any such litigation and waive any claim of forum non convenience with respect 
thereto.

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11.
INSURANCE.  Each party will maintain general liability insurance and workers compensation 
insurance and may be required to provide the other party with satisfactory evidence of such coverage.  
Neither party will provide individual coverage for the other party’s employees, with each party being 
responsible for coverage of its employees.
12.
LICENSES.
 During the term of this Master MOA, each party shall maintain its respective 
federal and state licenses, certifications, and accreditations required for the provision of services herein.  
The CDC Foundation will immediately notify Department if a board, association, or other licensing authority 
takes any action to revoke or suspend the license, certification, or accreditation of CDC Foundation or CDC 
Foundation's employees or agents providing or performing services under this Master MOA.
13.
FINANCIAL RESPONSIBILITY.   Each party shall bear and be responsible solely for its own 
costs and expenses necessary to comply with this Master MOA.
14.
NON-SUPPLANTING. The Department certifies that federal funds will not be used to supplant 
State, local, tribal, or other non-federal funds that would, in the absence of such federal aid, be made 
available for any such activities under any Attachment A: “X”. 
15.
PUBLICITY.  The CDC Foundation and the Department shall be entitled to review and approve 
the text of any proposed publicity relating to the Project or referencing the Parties, prior to its release. 
Neither Party shall use the name, logo, likeness, trademarks, image or other intellectual property of the 
other Party, CDC, or HHS for any advertising, marketing, endorsement, or any other purposes without the 
expressed, written consent of an authorized representative of the Party. 
16.
ANTI-TERRORISM STATEMENT. The Department hereby certifies that it does not advocate, 
support, assist or engage in, and has not advocated, supported, assisted, or engaged in, any illegal or 
terrorist activity. The Department further certifies that it does not employ, support, assist or otherwise 
associate with any entities, organizations, or individuals that the Department knows, or has reason to know, 
support terrorism, or that appear on any official terrorist lists published by the Department of the Treasury 
Office of Foreign Assets Control Specially Designated Nationals List (OFAC SDN).
17.
COMPLIANCE WITH LAWS.  CDC Foundation shall comply with all applicable State and Federal 
Laws and regulations in the performance of this Master MOA.
18.
SEVERABILITY.    The invalidity or unenforceability of any provision of this Master MOA shall not 
affect the validity or enforceability of any other provision, which shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement.
Maricopa County Department of Health
CDC Foundation
______________________________________
____________________________________
Christina Mrukowicz 
Monique S. Patrick, COO
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________________
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FOR MARICOPA COUNTY:
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Clint Hickman, Chairman                    
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ATTEST:
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Clerk of the Board
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APPROVE AS TO FORM:
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Attorney for Maricopa County
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