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DocuSign Envelope ID: 07AFBA29-715B-4A07-81F 1-9F61EE8EAC74 CONTRACT FOR SERVICES MARICOPA COUNTY by and through the DEPARTMENT OF PUBLIC HEALTH 4041 N. Central Avenue, #1400, Phoenix, Arizona 85012 AND ADELANTE HEALTHCARE 3033 N. Central Ave, Phoenix, Arizona 85012 1. Agreement No: 2. Agreement Type: Service 3. Agreement Amount: $7500.00 4, Purpose: Community Health Needs Assessment 5 Start Date: January 1, 2023 6. Expiration Date: June 30, 2023 This Agreement is entered into by and between Adelante Healthcare referred to herein as “Adelante Healthcare” and Maricopa County, by and through its Department of Public Health referred to hereinafter as the “County”. Adelante Healthcare and the County are collectively referred to herein as the “Parties” and individually as a “Party.” Contractor, for and in consideration of the covenants and conditions set forth herein, shall provide and perform the services as set forth below. All rights and obligations of the Parties shall be governed by the terms of this Agreement, its exhibits, attachments, and appendices, including any subcontracts or amendments as set forth herein and in: Section | - General Provisions Section Ill - Work Statement Section III - Compensation Section IV - Business Associate Agreement This Agreement contains all the terms and conditions agreed to by the Parties. No other understanding, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind the Parties. Nothing in this Agreement shall be construed as consent to any lawsuit or waiver of any defense in a lawsuit brought against the County or the Contractor in any State or federal Court. Legal Notice under this Agreement shall be given by personal delivery or by registered or certified mail, postage prepaid, return receipt requested, to the addresses set forth below and shall be effective upon receipt by the Party to whom addressed unless otherwise indicated in the notice. Notice to Contractor: Adelante Healthcare Phone_(480) 904-2224 Address: 3033 N. Central Avenue, Suite 145 Phoenix, AZ 85012 Notice to Department: _ MCDPH Grants/Contract Unit Phone: (602) 372-0674 Address: 4041 North Central Avenue, Suite #1400, Phoenix, Arizona 85012 IN WITNESS WHEREOF, the parties enter into this Agreement: ADELANTE HEALTHCARE FOR AND ON BEHALF OF MARICOPA COUNTY re Signature (eat Signature Name Pedro Cons Name Title Chief Executive Officer Title Chairman, Board of Supervisors 1/23/2023 | 2:59 PM MST Date iad | Date DocuSign Envelope ID: 07AFBA29-715B-4A07-81F 1-9F61EE8EAC74 ATTEST: ATTEST: Signature (ae Signature Jesse O. Garcia, Chief Strategy Officer Juanita Garza, Clerk of the Board APPROVED AS TO FORM: APPROVED AS TO FORM: Signature Signature Attorney for Maricopa County Date Date DocuSign Envelope ID: 07AFBA29-715B-4A07-81F 1-9F61EE8EAC74 SECTION | GENERAL PROVISIONS 1. EFFECT To the extent the Work Statement is in conflict with the General or Special Provisions, the Work Statement shall control. DEFINITIONS As used throughout this Contract, the following terms shall have the following meanings: A. 9 9 DB m Contract means this document and all exhibits, attachments, appendices, and amendments to this Contract. County means Maricopa County, Arizona. Department means the Maricopa County Department of Public Health (MCDPH). Director means the Director of the Department. Funding Source means any Federal, State, or Private Agency funding source that may impose conditions on the funding that will be passed on to the County. Designated Record Set means a group of records maintained by or for a covered entity that comprises medical and billing records about individuals maintained by or for a covered health care provider; enrollment, payment, claim adjudication, and case or medical management record systems maintained by or for a health plan, and other records that are used in whole or in part, by or for the covered entity to make decisions about individuals. Hospital means any individual hospital, hospital system, Federally Qualified Healthcare Center (FQHC), or FQHC look-alike. GENERAL REQUIREMENTS A. The terms of this Contract shall be construed in accordance with Arizona law. Any lawsuit arising out of this Contract shall be brought in the appropriate court in Maricopa County, Arizona. The County shall, without limitation, obtain and maintain all licenses, permits, and authority necessary to do business, render services, and perform work under this Contract, and shall comply with all laws regarding Unemployment Insurance, Disability Insurance, and Workers’ Compensation. The County is an independent Contractor in the performance of work and the provision of services under this Contract and is not to be considered an officer, employee, or agent of Adelante Healthcare. AMENDMENTS All Amendments to this Contract shall be in writing and signed by the Parties. ADEQUACY OF RECORDS DocuSign Envelope ID: 07AFBA29-715B-4A07-81F 1-9F61EE8EAC74 SECTION | GENERAL PROVISIONS 10. If the County's books, records, and other documents relevant to this Contract are not sufficient to support and document that allowable services were provided to eligible persons, the County shall reimburse Adelante Healthcare for the services not sufficiently supported and documented. RETENTION OF RECORDS A. This provision applies to all financial and programmatic records, supporting documents, statistical records, and other records of the County, which are reasonably considered as relevant to this Contract. B. The County shall retain all financial books, records, and other documents relevant to this Contract for six (6) years after final payment or until after the resolution of any audit questions, which could take more than five (5) years, whichever is longer. The County, Federal, or State auditors, and any other persons duly authorized by the County, shall have full access to, and the right to examine, copy, and make use of any and all such materials. ASSIGNMENT / SUBCONTRACTING No rights, liability, obligations, or duties under this Contract may be assigned, delegated, or subcontracted by the County or Adelante Healthcare without the prior written approval of the other Party. AUDIT DISALLOWANCES A. The County shall, upon written demand, therefore, reimburse Adelante Healthcare for any payments made under this Contract that are disallowed by a Federal, State, or Maricopa County audit in the amount of the disallowance, as well as all expenses, court costs, and attorney fees Adelante Healthcare incurs in connection with any legal action relating to such disallowance. B. If, at any time, Adelante Healthcare determines that a cost for which payment has been made is a disallowed cost, Adelante Healthcare shall notify the County in writing of the disallowance and the required course of action, which may be, at the option of Adelante Healthcare, either to adjust any future claim submitted by the County by the amount of the disallowance or to require repayment of the disallowed amount by the County within thirty (30) business days of such notice. DEFAULT Adelante Healthcare or County may suspend, modify, or terminate this Contract immediately upon written notice to the County in the event of a non-performance of stated objectives or other material breach of contractual obligations. TERMINATION A. The County or Adelante Healthcare may terminate this Contract at any time with at least thirty (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. 4 DocuSign Envelope ID: 07AFBA29-715B-4A07-81F 1-9F61EE8EAC74 SECTION | GENERAL PROVISIONS 11. 12. 13. 14. 15. 16. B. This Contract may be terminated by mutual written agreement of the Parties specifying the termination date therein. C. 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. TERMINATION FOR BREACH If either Party defaults under this Contract and the default continues for more than ten (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. SEVERABILITY Any provision of this Contract that is determined by a court of competent jurisdiction to be invalid, void, or illegal shall not affect, impair, or invalidate any other provision hereof, and the remaining provisions shall remain in full force and effect. STRICT COMPLIANCE Acceptance by Adelante Healthcare of performance not in strict compliance with the terms of this Contract shall not be construed as a waiver of the requirement of strict compliance for all future performance obligations. All changes in performance obligations under this Contract shall be in writing. NON-LIABILITY Adelante Healthcare and its officers and employees shall not be liable for any act or omission by the County or any subcontractor, employee, officer, agent, or representative of the County or subcontractors that occurs during the performance of this Contract, nor shall they be liable for any purchases, debts, or agreements made by the County in anticipation of funding hereunder. COVENANT AGAINST CONTINGENT FEES The County warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee. For breach or violation of this warranty, Adelante Healthcare may terminate this Contract without liability. INDEMNITY A. To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are not covered and paid by insurance purchased by the County, the County shall defend indemnify and hold harmless the Hospital (as Owner), its agents, representatives, agents, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of, or alleged to have 5 DocuSign Envelope ID: O7AFBA29-715B-4A07-81F 1-9F61EE8EAC74 SECTION | GENERAL PROVISIONS 17. 18. 19. 20. resulted from the negligent acts, errors, omissions, or mistakes relating to the performance of this Contract. B. County's duty to defend, indemnify, and hold harmless the Hospital, its agents, representatives, agents, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to, impairment of, or destruction of tangible property, including loss of use resulting there from, caused by negligent acts, errors, omissions, or mistakes in the performance of this Contract, but only to the extent caused by the negligent acts or omissions of the County, a subcontractor, any one directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. C. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. D. The scope of this indemnification does not extend to the sole negligence of Hospital. SAFEGUARDING CLIENT INFORMATION The use or disclosure by any Party of any information concerning an eligible person served under this Contract is directly limited to the performance of this Contract. RIGHTS IN DATA The Parties shall have the use of data and reports resulting from this Contract without cost or other restriction, except as may otherwise be provided herein or by law or applicable regulation. Each Party shall supply to the other Party, upon request, any available information known to the supplying Party that is relevant to this Contract and to the performance hereunder. NON-DISCRIMINATION The County, in connection with any service or other activity under this Contract, shall not in any way discriminate against any person on the grounds of race, color, religion, sex, national origin, age, or disability. The County shall include a clause to this effect in all Subcontracts inuring to the benefit of the County or Adelante Healthcare. EQUAL EMPLOYMENT OPPORTUNITY The County shall not discriminate against any employee or applicant for employment because of race, age, disability, color, religion, sex, or national origin. The County shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, age, disability, color, religion, sex, or national origin. Such action shall include, but is not limited to, the following: employment, upgrading, demotion or transfer, recruitment, or recruitment advertising, lay- off or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The County shall, to the extent such provisions apply, comply with Titles VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et 6 DocuSign Envelope ID: 07AFBA29-715B-4A07-81F 1-9F61EE8EAC74 SECTION | GENERAL PROVISIONS 21. 22. 23. seq.); the Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); the Age Discrimination in Employment Act of 1967, as amended (29 U.S.C. §§ 621, et seq.); the Immigration Reform and Control Act of 1986 (Pub. L. No. 99-603) (“IRCA”); and Arizona Executive Order 2009-09, which mandates that all persons shall have equal access to employment opportunities. The County shall also comply with all applicable provisions of the Americans with Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.). RIGHT OF PARTIAL CANCELLATION If more than one activity is funded by this Contract, Adelante Healthcare reserves the right to terminate this Contract, or any part thereof based on the County's failure to perform any part of this Contract without impairing, invalidating, or canceling the remaining Work Statement obligations. RIGHT TO EXTEND CONTRACT Subject to the availability of funds and acceptable County performance, based upon mutual agreement by Adelante Healthcare and the County, the Contract may be extended for one (1) additional month, not to exceed a total extended term of eight (8) months, except that the cost will be subject to renegotiation. Any extension of this Contract shall be in writing mutually acceptable to the County and Adelante Healthcare and signed by both Parties. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION A. The undersigned (an authorized official signing for the County) certifies to the best of his or her knowledge and belief; that the County, defined as the primary participant in accordance with 45 CFR Part 76, and its principals and subcontractors, if any: 1) are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal Department or agency. 2) have not, within the 3-year period preceding this Contract, been convicted of or had a civil judgment rendered against them for the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; or violated any Federal or State antitrust statutes; or committed embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 3) are not presently indicted or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with the commission of any of the offenses enumerated in paragraph (2) of this certification; and 4) have not, within the 3-year period preceding this Contract, had one or more public transactions (Federal, State, or local) terminated for cause or default. B. If the County is not able to provide this certification, an explanation as to why shall be attached to this Contract. DocuSign Envelope ID: O7AFBA29-715B-4A07-81F 1-9F61EE8EAC74 SECTION | GENERAL PROVISIONS Cc. The County shall include, without modification, this clause in all lower tier covered transactions (i.e., transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Contract. 24. E-VERIFICATION OF EMPLOYEES The County warrants that it is following A.R.S. § 41-4401 and further acknowledges: A. That the County 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 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 Adelante Healthcare to, among other things, terminate this Contract without liability. That Adelante Healthcare retains the right to inspect the papers of the County and any subcontractor employee who works on this Contract to ensure that the County and all subcontractors are complying with the warranty provided under subsection A above, and that the County 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 County or any subcontractor an agent or employee of Adelante Healthcare. DocuSign Envelope ID: 07AFBA29-715B-4A07-81F 1-9F61EE8EAC74 SECTION | GENERAL PROVISIONS 1. MEDIATION/ARBITRATION In the event that any dispute arises out of this Contract or involves a recipient of services under the terms of this Contract, the Parties shall meet and confer in an effort to resolve the dispute. In the event that such informal efforts to resolve the dispute are unsuccessful in 90 days, the Parties shall resolve the dispute by arbitration pursuant to A.R.S. § 12- 3001, et seq. 2. CHANGES A. The Director may, at any time, by written order and with prior written consent of Adelante Healthcare, make changes within the scope of this Contract in any one or more of the following areas: 1). Work Statement activities reflecting changes in the scope of services, Funding Source, or County regulations, policies, or requirements. 2). Administrative requirements, such as changes in reporting periods, frequency of reports, or report formats required by funding source, or County regulations, policies, or requirements. 3). Contractor reimbursement schedules and program budgets B. The Director shall not increase or decrease the maximum reimbursable amount to be paid the Contractor without an official amendment to this Contract. Additionally, the Director shall not direct substantive changes in services to be rendered by the Contractor. C. Any dispute or disagreement caused by such written order shall constitute a "Dispute" within the meaning of the Disputes Clause of the Special Provisions of this Contract and shall be administered accordingly. 3. SPECIAL REQUIREMENTS A. The County shall use written subcontracts, consultant agreements and/or Business Associate Agreements that conform to Federal and State laws and regulations, and to the requirements of this Contract appropriate to the service or activity covered by the subcontract. These provisions apply with equal force to the subcontract as if the subcontractor were the County referenced herein. The County is responsible for performing under this Contract whether or not Subcontractors are used. The County shall submit a copy of each Subcontract to Adelante Healthcare within fifteen (15) days of its effective date. B. The County shall include in any subcontracts a provision to the effect that the subcontractor agrees that Adelante Healthcare shall have access to the subcontractor’s facilities and the right to examine any books, documents, and records of the subcontractor; involving transactions related to the subcontract and that such books, documents, and records shall not be disposed of except as provided herein. DocuSign Envelope ID: 07AFBA29-715B-4A07-81F 1-9F61EE8EAC74 SECTION | GENERAL PROVISIONS INSURANCE The Contractor shall have in effect at all times during the term of this Contract insurance that is adequate to protect the County, its officers, employees, participants, and equipment funded under this Contract against such losses as are set forth below. The Contractor shall provide the County with current documentation of insurance coverage by furnishing a Certificate of Insurance or a certified copy of the insurance policy naming the County as an additional insured. The following types and amounts of insurance are required as minimums: 1.) Workers’ Compensation and Unemployment Insurance as required by law. 2.) Unemployment Insurance as required by Arizona Law. 3) Public liability, bodily injury, and property damage policies that insure against claims for liability for the Contractor's negligence or maintenance of unsafe vehicles, facilities, or equipment brought by clients receiving services pursuant to this Agreement and by lawful visitors of such clients. The limits of the policies shall not be less than $2,000,000 per occurrence and $4,000,000 aggregate. Automobile and Truck Liability, Bodily Injury and Property Damages: 41); General Liability, each occurrence; $1,000,000.00 2.) Property Damage; $1,000,000.00 3.) Combined single limit; $1,000,000.00 Standard minimum deductible amounts are allowable. Any losses applied against insurance deductible are the sole responsibility of the Contractor. Professional Liability: 1.) Insurance for the Contractor and its Agents, Employees, and other Contractor Staff shall be maintained with coverage limits of one million dollars ($1,000,000) per person, three million dollars ($3,000,000) per occurrence. 2.) The Contractor agrees that in the event it, or any of its Agents, Employees, or other Contractor Staff working under this Contract, is named as a defendant in litigation; or is identified in a written notice of claim wherein professional misconduct is alleged, the Contractor shall promptly notify the Director in writing. The duty to notify under this paragraph applies whether or not the County is claimed to be involved, is named as a party to the matter, or could be potentially liable as a party. The Contractor shall immediately inform the Director in writing of any cancellation or its insurance or any decrease in its lines of coverage at least thirty (30) days before such action takes place. 10 DocuSign Envelope ID: 07AFBA29-715B-4A07-81F 1-9F61EE8EAC74 SECTION | GENERAL PROVISIONS 5. STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST Notice is given that pursuant to A.R.S. § 38-511, the County may cancel this Contract without penalty or further obligation within three years after execution of this Contract, if any person significantly involved in initiating, negotiating, securing, drafting, or creating this Contract on behalf of the County is at any time while this Contract or any extension of this Contract is in effect, an employee or agent of any other Party to this Contract in any capacity or consultant to any other Party of this Contract with respect to the subject matter of this Contract. Additionally, pursuant to A.R.S. § 38-511, the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting, or creating this Contract on behalf of the County from any other Party to this Contract arising as the result of this Contract. 6. LAWS, RULES, AND REGULATIONS Adelante Healthcare and the County understand and agree that this Contract is subject to all applicable State and Federal laws, rules, and regulations. A. Neither this Contract, nor any portion thereof, may be assigned to another person without the written consent of the assigning Party’s designated representative. Any attempt to assign any portion of this Contract without the written consent of the other Party shall constitute a breach of this Contract. B. No assignment, if any, shall alter Adelante Healthcare’s responsibility to the County to assure that all of the provisions under this Contract are carried out by its assignee. All terms and conditions in this Contract shall be included in Adelante Healthcare’s assignments. C. Use of Adelante Healthcare Name: Except as specifically permitted in this Contract, the County shall not use the names or trademarks of Adelante Healthcare or of any of Adelante Healthcare’s affiliated entities in any advertising, publicity, endorsement, or promotion unless Adelante Healthcare has provided prior written consent for the particular use contemplated. All requests for approval pursuant to this Section must be submitted to Adelante Healthcare, at least 5 business days prior to the date on which a response is needed. The terms of this section survive the termination, expiration, non-renewal, or rescission of this Contract ie ISRAEL BOYCOTT By submitting this Contract, the County certifies that they are following Article 9, A.R.S. Section 35-393 et seq. 8. WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-394 Contractor warrants and certifies that it does not currently, and agrees for the duration of the Agreement, that it will not use: 1) the forced labor of ethnic Uyghurs in the People's Republic of China, 11 DocuSign Envelope ID: O7AFBA29-715B-4A07-81F 1-9F61EE8EAC74 SECTION | GENERAL PROVISIONS 2) any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China, 3) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. If Contractor becomes aware during the term of this Agreement that the Contractor is not in compliance with this paragraph, Contractor shall notify the County within five business days after becoming aware of the noncompliance. If the Contractor fails to provide a written certification to the County that the Contractor has remedied the noncompliance within 180 days after notifying the County of its noncompliance, then the agreement terminates, except that if the agreement termination date occurs before the end of the 180-day period, the agreement terminates on the agreement termination date. 9. UNIFORM ADMINISTRATIVE REQUIREMENTS By entering into this Contract, the County agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter Il, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. 12 DocuSign Envelope ID: 07AFBA29-715B-4A07-81F 1-9F61EE8EAC74 SECTION II WORK STATEMENT 1. BACKGROUND The Patient Protection and Affordable Care Act (ACA) has requirements that nonprofit hospitals must satisfy to maintain their tax-exempt status under section 501(c) (3) of the Internal Revenue Code. One such requirement added by the ACA, Section 501(r) of the Code, requires nonprofit hospitals to conduct a Community Health Needs Assessment (CHNA) and adopt implementation strategies to address the identified needs for the community at least once every three years. As part of the CHNA, each hospital is required to collect input from the community from individuals in the community, including public health experts as well as residents, representatives, or leaders of low-income, minority, and medically underserved populations. Maricopa County Department of Public Health (MCDPH) and the Maricopa County Synapse coalition, a coalition of non-profit and federally qualified health care partners, worked collaboratively and will assess the health needs of residents in Maricopa County. Goals MCDPH is committed to ensuring a comprehensive representation of Maricopa County residents. Our goals align with Healthy People 2030 and Public Health 3.0 which is guided by social determinants of health and increasing capacity building and community collaboration. e Attain high-quality, longer lives free of preventable disease, disability, injury, and premature death* e Achieve health equity, eliminate disparities, and improve the health of all groups* e Create social and physical environments that promote good health for all*; and e Promote quality of life, healthy development, and healthy behaviors across all life stages*. Data Collection and Assessments Methodology MCDPH uses the Mobilizing for Action through Planning and Partnerships (MAPP 2.0), which is a community-driven strategic planning process for improving community health. The MAPP 2.0 framework helps communities apply strategic thinking to prioritize public health issues and identify resources to address them. It is intentionally an interactive process that can improve the efficiency, effectiveness, and ultimately the performance for local public health and healthcare systems (MAPP 2.0, NACCHO.org). For more information visit: https:/Awww.naccho.org/programs/public-health-infrastructure/performance- improvement/community-health-assessment/mapp The County conducts the following assessments in alignment with MAPP 2.0: Community Partner Assessment, Community Status Assessment, and the Community Context Assessment. These assessments are completed through conducting key informant interviews, focus groups, and surveys to provide extensive qualitative and quantitative data collection. The County also analyzes data sets (Per Primary Service Area) and conducts comparisons. These assessments and analysis are then incorporated with extensive quantitative data sets such as: Hospital Discharge Data from ADHS Birth/Death from Vital Records CDC’s Behavioral Risk Factor Surveillance System CDC’s Youth Behavioral Risk Surveillance System Arizona Youth Survey National Cancer Institute-Cancer Registry Healthy People 2023 and other sources that address priority o0o0o0o000 13 DocuSign Envelope ID: 07AFBA29-715B-4A07-81F 1-9F61EE8EAC74 SECTION II WORK STATEMENT 2. *Healthy People 2020: https://www.cdc.gov/nchs/healthy_people/hp2020.htm SERVICE GOALS A. County and/or its vendors and subcontractors agree(s) to: 1: os Administer the data gathering, cleaning, and analysis for community health indicators in Maricopa County, including data collection from surveys and focus groups. Administer and convene meetings of the Community Health Needs Assessment Partners Synapse Coalition at least quarterly. Provide for ad hoc data analysis on community health indicators at the request of Adelante Healthcare as staffing permits. Provide data interpretation support. Collaborate with Adelante to design a process and timeline for CHNA analysis, prioritization, and reporting that aligns with Adelante Healthcare’s goals. Collaborate with Adelante to develop a specific Adelante Healthcare advisory feedback process, including creating a draft process and timeline. Adelante Healthcare agrees to: 1. 2. 3. Allow employees of Adelante Healthcare to participate as necessary on the Synapse coalition and/or workgroups. Select data indicators for analysis. Collaborate with the County to design a process and timeline for CHNA analysis, prioritization, and reporting that aligns with Adelante Healthcare’s goals. Provide zip codes for Primary Service Areas (PSA) of analysis, submitted by June 1, 2023. In either event, zip codes will be finalized and will not be subject to change after June 30, 2023. Collaborate with the County to develop a specific Adelante Healthcare advisory feedback process, including creating a draft process and timeline. 14 DocuSign Envelope ID: 07AFBA29-715B-4A07-81F 1-9F61EE8EAC74 SECTION III COMPENSATION 1. COMPENSATION A. Adelante Healthcare shall pay the County an amount not to exceed (NTE) $7,500 for the life of this Contract. 2. METHOD OF PAYMENT A. Invoice with net 45 terms. B. Invoices shall be submitted to: Adelante Healthcare info: invoice@adelantehealthcare.org 3. NOTICE Any notice given under this Contract shall be sent to the attention of the following: Maricopa County Department of Public Health, Adelante Healthcare Office of Community Empowerment 4041 N. Central Avenue 3033 N. Central Avenue Suite #600 Suite 145 Phoenix, AZ 85012 Phoenix, AZ 85012 Maricopa County Department of Public Health Grants and Contracts Unit 4041 N. Central Ave #1400 Phoenix, AZ 85012 DocuSign Envelope ID: 07AFBA29-715B-4A07-81F 1-9F61EE8EAC74 SECTION IV BUSINESS ASSOCIATE AGREEMENT BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (“BAA”) sets out the responsibilities and obligations of Maricopa County Department of Public Health (‘Associate") as a Business Associate (as defined at 45 C.F.R.§ 160.103) of ADELANTE HEALTHCARE (“ADELANTE HEALTHCARE’) pursuant to the agreement between Associate and ADELANTE HEALTHCARE dated , as well as all future agreements entered into by the Parties (collectively, the “Agreement’). Associate and ADELANTE HEALTHCARE (individually a "Party" and collectively the "Parties") agree to the terms and conditions of this BAA in order to comply with the use and disclosure of Protected Health Information (“PHI”) (as defined at 45 C.F.R.§ 160.103) provisions of the Standards for Privacy of Individually Identifiable Health Information, at 45 C.F.R. Parts 160 and 164, Subparts A and E, as amended from time to time (the “Privacy Rule”); the Security Standards for the Protection of Electronic PHI, 45 C.F.R. Parts 160 and 164, Subparts A and C (the "Security Rule"); and the standards for Notification in the Case of Breach of Unsecured PHI, 45 C.F.R. Part 164, Subpart D (the "Breach Notification Rule") (collectively, the “HIPAA Rules”). Unless otherwise provided herein, all capitalized terms in this BAA will have the same meaning as provided under the HIPAA Rules and HITECH (as defined below). Associate and ADELANTE HEALTHCARE will comply with the terms of this BAA for the duration of the Agreement and for such other continuing periods as provided in this BAA. This BAA shall supersede any and all prior business associate agreements entered into between the Parties. 1. USES AND DISCLOSURES OF PROTECTED HEALTH INFORMATION. a. Performance of Services. Associate will use and disclose PHI only for those purposes necessary to perform its duties, obligations, and functions under the Agreement, or as otherwise expressly permitted or required by this BAA or as Required by Law. Associate will not use or further disclose any PHI in violation of this BAA or in a manner that, if done by ADELANTE HEALTHCARE, would violate the Privacy Rule. b. Limited Data Sets. Associate will limit any uses, disclosures, or requests of PHI to a Limited Data Set, as defined in 45 C.F.R. § 164.514(e)(2), or if needed by Associate to the minimum necessary PHI required to accomplish the intended purpose of the use, disclosure, or request, as defined by the Privacy Rule, pursuant to the Health Information Technology for Economic and Clinical Health Act (“HITECH"), and any regulations or guidance promulgated thereunder by the Secretary. For any disclosures of PHI pursuant to this BAA, the Party disclosing the PHI shall determine what constitutes the minimum necessary to accomplish the intended purpose of the disclosure. c. Data Aggregation. Associate may use PHI to perform data aggregation services as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B). d. Associate’s Management and Administration. Associate may use or disclose PHI for the necessary management and administration of Associate, or to carry out the legal responsibilities of Associate, provided that if Associate makes a disclosure of PHI: i. The disclosure is Required by Law; or ii. Associate first secures written assurances from the receiving party that the receiving party will: (i) hold the PHI confidentially; (ii) use or disclose the PHI only as required by law or for the purposes for which it was disclosed to the recipient; and (iii) notify the Associate of any breaches in the confidentiality of the PHI. Notwithstanding the foregoing, the Parties explicitly agree that unless the de-identification requirements in Section 1(e) of this BAA are met, Associate’s use of PHI in demonstrating its services or product to an outside third party is strictly prohibited by this BAA. e. De-Identification. Associate may de-identify the PHI, provided that such de-identification is in accordance with 45 C.F.R. § 164.514(b)92) and such resulting de-identified information is only 16 DocuSign Envelope ID: 07AFBA29-715B-4A07-81F 1-9F61EE8EAC74 SECTION IV BUSINESS ASSOCIATE AGREEMENT. used or disclosed for Associate’s internal business purposes. Associate may not commercialize or sell the de-identified information to a third party. f. Prohibition on Off-Shoring PHI. Associate agrees that no PHI may be created, received, maintained, accessed, or transmitted outside of the United States of America, which shall be construed as one of the fifty United States or one of the United States territories (i.e., American Samoa, Guam, Northern Mariana Islands, Puerto Rico, and Virgin Islands). 2. SAFEGUARDS FOR PROTECTED HEALTH INFORMATION. Associate will implement appropriate safeguards to prevent any use or disclosure of PHI not otherwise permitted in this BAA. Associate also will implement administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of the electronic PHI, if any, that Associate creates, receives, maintains, or transmits on behalf of ADELANTE HEALTHCARE. Associate will also comply with the applicable requirements of Subpart C of Part 164 of the Security Rule in the same manner such provisions apply to ADELANTE HEALTHCARE. 3. REPORTS OF IMPERMISSIBLE USE OR DISCLOSURE. a. Notification of an Impermissible Use or Disclosure of PHI. Associate will report to ADELANTE HEALTHCARE any use or disclosure of PHI not permitted by this BAA, including any Breach of Unsecured PHI, as soon as reasonably practicable but in all events, within five (5) business days of its discovery. b. Notification of Security Incidents. Associate also will report to ADELANTE HEALTHCARE any Security Incident of which it becomes aware within five (5) business days of its discovery. Notwithstanding the foregoing, Associate and ADELANTE HEALTHCARE acknowledge the ongoing existence and occurrence of attempted but unsuccessful Security Incidents that are trivial in nature, such as pings and port scans, and ADELANTE HEALTHCARE acknowledges and agrees no additional notification to ADELANTE HEALTHCARE of such unsuccessful Security Incidents is required. However, to the extent that Associate becomes aware of an unusually high number or pattern of unsuccessful Security Incidents due to the repeated acts of a single party, Associate shall notify ADELANTE HEALTHCARE of these attempts and provide the name, if available, of said party. At the request of ADELANTE HEALTHCARE, Associate shall use its best efforts to identify the date of the Security Incident, Associate’s response to the Security Incident and the identification of the party responsible for causing the Security Incident, if known. c. Content of Notifications. Associate's notices provided under this Section 3 will include, to the extent possible, the identification of each Individual whose PHI has been, or is reasonably believed by Associate to have been, accessed, acquired, used, or disclosed during or as a result of the impermissible use or disclosure of PHI, or a Security Incident (“Security Event”). Associate shall also provide ADELANTE HEALTHCARE with at least the following information: a description of the Security Event, including the date of the Security Event and date of discovery, if known; a description of the types of PHI involved in the Security Event; any steps Individuals should take to protect themselves from potential harm as a result of the Security Event; and any other information requested by ADELANTE HEALTHCARE related to the Security Event. Associate shall supplement such notice with further information as it becomes available, even if such information becomes available after Individuals have been notified of the Security Event. d. Cooperation by Associate. Associate agrees to cooperate with ADELANTE HEALTHCARE in the investigation of a Security Event and understands and agrees that ADELANTE HEALTHCARE in its sole discretion will determine whether or not a Security Event is a Breach and/or triggers notification obligations. e. Obligation to Provide Notifications. In the event that Associate, or its Workforce members or Subcontractors cause a Security Event, or a Security Event occurs while PHI is in Associate’s possession or is being transmitted by Associate, Associate agrees that ADELANTE HEALTHCARE may, in its sole discretion, require Associate to provide all notifications that ADELANTE 17 DocuSign Envelope ID: 07AFBA29-715B-4A07-81F1-9F61EE8EAC74 SECTION IV BUSINESS ASSOCIATE AGREEMENT HEALTHCARE is required to make pursuant to the Breach Notification Rule and any other applicable laws. ADELANTE HEALTHCARE shall have the right to review, direct, and approve or reject the contents or manner of such notifications. f. Cost Reimbursement and Indemnification. Associate also agrees to indemnify and reimburse ADELANTE HEALTHCARE for any costs incurred in investigating, mitigating, and otherwise responding to a Security Event caused by Associate or its Workforce or Subcontractors, or a Security Event occurs while PHI is in Associate’s possession or is being transmitted by Associate, including costs related to providing legally required notifications, as well as credit monitoring services for at least one (1) year to the extent the Security Event involved social security numbers or financial account information. 4. SUBCONTRACTORS. In accordance with 45 C.F.R. §§ 164.308(b)(2) and 164.502(e)(1)(ii), if Associate provides PHI to a Subcontractor, Associate shall ensure that the Subcontractor agrees in writing to substantially the same, but at least as stringent and protective as to ADELANTE HEALTHCARE and the PHI, as the restrictions and conditions that apply in this BAA to Associate with respect to such information, including the safeguards required by Section 2. Associate shall maintain a list of its Subcontractors and will provide ADELANTE HEALTHCARE with a copy of such list upon reasonable request. 5. OBLIGATIONS REGARDING ASSOCIATE PERSONNEL. Associate will appropriately inform and train all of its Workforce members (“Associate Personnel”), whose services may be used to satisfy Associate’s obligations under the Agreement and this BAA of such Associate Personnel’s HIPAA Rule and HITECH obligations so as to enable Associate to comply with the terms of this BAA. Associate represents and warrants that the Associate Personnel are under legal obligation to Associate, by contract or otherwise, sufficient to enable Associate to fully comply with the provisions of this BAA. 6. ACCESS TO PHI. a. ADELANTE HEALTHCARE Access. Within five (5) business days of a request by ADELANTE HEALTHCARE for access to PHI held by Associate in a Designated Record Set, Associate will make the requested PHI available to ADELANTE HEALTHCARE, in the time, manner, and format requested by ADELANTE HEALTHCARE, including electronically if Associate maintains the PHI electronically and the requested form and format is readily producible, or, if not, in a readable electronic form and format as agreed to by ADELANTE HEALTHCARE and the Individual. Any fee that Associate may charge for providing the access required hereunder must be reasonable, cost- based, and determined in accordance with 45 C.F.R. § 164.524(c)(4). b. Individual Access. If an Individual requests access to PHI directly from Associate, Associate will notify the Individual that it will forward the request to ADELANTE HEALTHCARE. Within five (5) business days of the request, Associate will forward such request in writing to ADELANTE HEALTHCARE. ADELANTE HEALTHCARE will be responsible for making all determinations regarding the grant or denial of an Individual’s request for PHI and Associate will make no such determinations. Only ADELANTE HEALTHCARE will release PHI to the Individual pursuant to such a request. 7. AMENDMENT OF PHI. Within five (5) business days of receiving a request from ADELANTE HEALTHCARE to amend an Individual’s PHI held by Associate in a Designated Record Set, Associate will provide such information to ADELANTE HEALTHCARE for amendment. _ If ADELANTE HEALTHCARE'’s request includes specific information to be included in the PHI as an amendment, Associate will incorporate such amendment within five (5) business days of receipt of ADELANTE HEALTHCARE’s request. Associate will forward to ADELANTE HEALTHCARE within five (5) business days any requests by Individuals to Associate to amend PHI within its or ADELANTE HEALTHCARE's possession. ADELANTE HEALTHCARE will be responsible for making all determinations regarding amendments to PHI, and Associate will make no such determinations. 18 DocuSign Envelope ID: 07AFBA29-715B-4A07-81F 1-9F61EE8EAC74 SECTION IV BUSINESS ASSOCIATE AGREEMENT 10. 11. ACCOUNTING OF DISCLOSURES; REQUESTS FOR DISCLOSURE. Disclosure Records. Associate agrees to document such disclosures of PHI and information related to such disclosures as would be required for ADELANTE HEALTHCARE to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528. As of the compliance date set forth in the regulations promulgated under HITECH or as otherwise determined by the Secretary, in addition to the accounting of disclosure obligations required under 45 C.F.R. § 164.528, Associate shall account for all disclosures of PHI made through an Electronic Health Record in accordance with all applicable regulations. Data Regarding Disclosures. For each disclosure for which Associate must maintain documentation under Section 8(a), Associate will record and maintain the following information: = The date of disclosure. = The name of the entity or person who received the PHI, and the address of such entity or person, if known. = Adescription of the PHI disclosed; and «A brief statement of the purpose of the disclosure. Individual Request for Disclosure Records. Within five (5) business days of receipt of a notice from ADELANTE HEALTHCARE to Associate of an Individual’s request for an accounting of disclosures, Associate will provide ADELANTE HEALTHCARE with the record of disclosures requested in the notice. Individual Request to Associate. If an Individual requests an accounting of disclosures directly from Associate, Associate will notify the Individual that he or she will receive such accounting from ADELANTE HEALTHCARE. Associate will forward the request to ADELANTE HEALTHCARE within five (5) business days of Associate's receipt of the request and will make its records of disclosures available to ADELANTE HEALTHCARE as otherwise provided in this Section. ADELANTE HEALTHCARE will be responsible for preparation and delivery of the records of disclosure to the Individual. Associate will not provide an accounting of its disclosures directly to the Individual. Survival of Obligations. Associate’s obligations related to maintaining a disclosure record and providing the disclosure record to ADELANTE HEALTHCARE as required by this Section 8 shall survive for six (6) years from the effective date of the relevant Agreement, Associate shall provide ADELANTE HEALTHCARE with its disclosure record which reflects disclosures made by Associate over the six (6) years immediately preceding the date of termination. REQUESTS FOR RESTRICTIONS. If ADELANTE HEALTHCARE advises Associate of any changes in, or restrictions to the permitted use or disclosure of PHI provided to Associate, Associate will restrict use or disclosure of PHI consistent with ADELANTE HEALTHCARE’s instructions. If Associate receives a request to restrict the disclosure of PHI directly from an Individual, Associate shall promptly notify ADELANTE HEALTHCARE of such request, and ADELANTE HEALTHCARE shall be responsible for making the determination as to whether Associate shall comply with the Individual's request. DELEGATION OF OBLIGATIONS. To the extent Associate is clearly required by the terms of the Agreement to carry out ADELANTE HEALTHCARE'’s obligations under the Privacy Rule, Associate shall comply with the requirements of the Privacy Rule that apply to ADELANTE HEALTHCARE in the performance of such delegated obligations. MITIGATION PROCEDURES. Associate will mitigate, to the maximum extent practicable, any harmful effect that is known to Associate arising from its, its Workforce’s, or its Subcontractors’ Use or Disclosure of PHI in a manner that violates this BAA. 19 DocuSign Envelope ID: 07AFBA29-715B-4A07-81F 1-9F61EE8EAC74 SECTION IV BUSINESS ASSOCIATE AGREEMENT 12. 13. INDEMNIFICATION. The following indemnification provisions shall apply to this BAA and shall survive the termination of the Agreement or this BAA: To the fullest extent permitted by law, Associate, its successors, assigns and guarantors, shall pay, defend, indemnify and hold harmless ADELANTE HEALTHCARE, its agents, representatives, officers, directors, officials and employees from and against all allegations, demands, proceedings, investigations or audits by state or federal government agencies, suits, actions, claims, damages, liability, penalties, losses, expenses, including but not limited to, attorney fees, defense costs, court costs, the cost of appellate proceedings, and the costs of responding to and defending against an investigation or audit, and all claim adjusting and handling expenses, related to, arising from or out of or resulting from any actions, acts, errors, mistakes or omissions caused in whole or part by Associate relating to work or services in the performance of this BAA, including but not limited to, any Subcontractor, or Associate’s or Subcontractor’s Workforce, regardless of whether or not caused in part by the active or passive negligence of a party indemnified hereunder including ADELANTE HEALTHCARE, its agents, representatives, officers, directors, officials and employees. If any claim, action or proceeding is brought against ADELANTE HEALTHCARE by reason of any event that is the subject of this BAA and or described herein, upon demand made by ADELANTE HEALTHCARE, Associate, at its sole cost and expense, shall pay, resist or defend such claim or action on behalf of ADELANTE HEALTHCARE by an attorney hired by Associate, or if covered by insurance, Associate’s insurer, all of which must be approved by ADELANTE HEALTHCARE, which approval shall not be unreasonably withheld or delayed. ADELANTE HEALTHCARE shall cooperate with all reasonable efforts in the handling and defense of such claim. Included in the foregoing, ADELANTE HEALTHCARE may engage its own attorney to defend or assist in its defense. Any settlement of claims shall fully release and discharge the indemnified parties from any further liability for those claims. The release and discharge shall be in writing and shall be subject to approval by ADELANTE HEALTHCARE, which approval shall not be unreasonably withheld or delayed. If Associate neglects or refuses to defend ADELANTE HEALTHCARE as provided by this BAA, any recovery or judgment against ADELANTE HEALTHCARE for a claim covered under this BAA shall conclusively establish Associate's liability to ADELANTE HEALTHCARE in connection with such recovery, fine, penalty, or judgment. Further, if ADELANTE HEALTHCARE desires to settle such dispute, ADELANTE HEALTHCARE shall be entitled to settle such dispute in good faith and Associate shall be liable for the amount of such settlements. Regardless of settlement, fine, penalty, or judgment, Associate shall be liable for all expenses connected to the defense, including reasonable attorney fees, and other investigative and claims adjusting expenses. Any limitations of liability contained in the Agreement shall not apply to the indemnification requirements of this Section. In addition to the indemnification obligations set forth herein, Associate shall make itself and any Subcontractors or Workforce members assisting Associate in the performance of its obligations under the Agreement or this BAA available to ADELANTE HEALTHCARE, at no cost to ADELANTE HEALTHCARE, to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against ADELANTE HEALTHCARE, its directors, officers or employees based upon a claim of violation of HIPAA, the HITECH Act, the HIPAA Rules, or other laws related to security and privacy by Associate or its Subcontractors or Workforce members. This Section shall survive termination of this BAA. RESPONSIBILITIES UPON TERMINATION. Return of PHI, Destruction. Within fifteen (15) days of termination of this BAA, Associate will return to ADELANTE HEALTHCARE all PHI received from ADELANTE HEALTHCARE or created or received by Associate on behalf of ADELANTE HEALTHCARE which Associate maintains in any form or format (including copies thereof), and Associate will not maintain or keep in any form 20