RFP CONTRACT RWPA EARLY INTERVENTION SERVICES.PDF

SERIAL#: PH RFP 210225
(DRAFT CONTRACT)
CONTRACT PURSUANT TO PH RFP 210225
This Contract is entered into this 1st day of June, 2021 by and between Maricopa County (“County”), a political
subdivision of the State of Arizona, and _______________________________, an Arizona corporation
(“Contractor”) for the purchase of Ryan White Part A Services – Early Intervention Services.
1.0 CONTRACT TERM:
1.1 This Contract is for a term of two (2) years nine (9) months, beginning on the 1st day of June 2021
and ending the 29th day of February 2024.
1.2 The County may, at its option and with the agreement of the Contractor, renew the term of this
Contract for additional terms up to a maximum of three (3) additional years, (or at the County’s sole
discretion, extend the contract on a month-to-month bases for a maximum of six (6) months after
expiration). The County shall notify the Contractor in writing of its intent to extend the Contract
term at least sixty (60) calendar days prior to the expiration of the original contract term, or any
additional term thereafter.
1.3 CONTRACT COMPLETION:
The Contractor shall make all reasonable efforts for an orderly transition of its duties and
responsibilities to another provider and/or to the County. This may include, but is not limited to,
the preparation of a transition plan and cooperation with the County or other providers in the
transition. The transition includes the transfer of all records, and other data in the possession,
custody or control of Contractor required to be provided to the County either by the terms of this
agreement or as a matter of law. The provisions of this clause shall survive the expiration or
termination of this agreement.
2.0 PERFORMANCE:
It shall be the Contractor’s responsibility to meet the proposed performance requirements. Maricopa County
reserves the right to obtain services on the open market in the event the Contractor fails to perform and any
price differential will be charged against the Contractor.
3.0 SAFEGUARDING OF CLIENT INFORMATION:
The use or disclosure by any party of any information concerning an eligible individual served under this
Contract is directly limited to the performance of this Contract.
4.0 CHANGES:
The Maricopa County Ryan White Part A Program, with cause, by written order, may make changes within
the general scope of this Contract in any one or more of the following areas:
Page 1 of 39

SERIAL PH RFP 210225
4.1 Work Plan activities reflecting changes in the scope of services, funding source, or County
regulations,
4.2 Administrative requirements such as changes in reporting periods, frequency of reports, or report
formats required by funding source or County regulations, policies or requirements, and/or,
4.3 Contractor fee schedules, reimbursement methodologies and/or schedules and/or program budgets.
Examples of cause would include, but are not limited to non-compliance, under performance,
service definition changes, reallocations or other directives approved by the Planning Council, or
any other reason deemed necessary by the Administrative Agent.
4.4 Such order will not serve to increase or decrease the maximum reimbursable amount to be paid to
the Contractor. Additionally, such order will not direct substantive changes in services to be
rendered by the Contractor.
4.5 Any dispute or disagreement caused by such written order shall constitute a "Dispute" within the
meaning of the Disputes Clause found within this Contract and shall be administered accordingly.
4.6 The Contractor shall retain the necessary administrative, professional and technical personnel for
operation of the program.
5.0 CULTURAL COMPETENCY:
5.1 The Contractor shall meet and comply with applicable standards of the federal Culturally and
Linguistically Appropriate Services (CLAS) standards. The Contractor shall develop and implement
organizational policies that comply with these standards.
5.2 The Contractor shall recognize linguistic subgroups and provide assistance in overcoming language
barriers by the appropriate inclusion of American Sign Language and languages of clients accessing
care.
6.0 CONTRACTOR EMPLOYEE MANAGEMENT:
6.1 Contractor shall endeavor to maintain the personnel proposed in their proposal throughout the
performance of this Contract. In the event that Contractor personnel’s employment status changes,
Contractor shall provide County a list of proposed candidates with equivalent experience. Under no
circumstances is it acceptable for the implementation schedule to be impacted by a personnel change
on the part of the Contractor.
6.2 Contractor shall not reassign any key personnel without the express consent of the County.
6.3 County reserves the right to immediately remove from its premises any Contractor personnel it
determines is a risk to County operations.
6.4 County reserves the right to request the replacement of Contractor personnel at any time, for any
reason.
7.0 COMPENSATION:
7.1 The County reserves the right to reallocate funding during the contract period so that the services
provided, and corresponding contract amount may be decreased or increased, via contract
amendment or Task Order, at the discretion of the County.
7.2 County will pay the Contractor on a monthly basis for approved services and expenses and in
accordance with the reimbursement methodology determined by the County’s Administrative
Agent; either fee-for service or cost. The total funds paid to the Contractor will be dependent upon
the approved invoice according to the Administrative Agent. County does not guarantee a minimum
Page 2 of 39

SERIAL PH RFP 210225
payment to the Contractor. County will not reimburse for fee-for-service activities when an
appointment is canceled either by the client or Contractor.
7.3 The Contractor understands and agrees to notify the County of any deviations or changes to any
budget line of the current budget in place for this contract within 30 days of such change.
7.4 The Contractor shall be compensated for services provided only by the staff classifications/positions
included/referenced in the current approved budget.
7.5 Unless specifically allowed and referenced elsewhere in this contract, all services are to be provided
at approved Contractor sites and/or venues. Services provided at non-authorized locations or venues
will not be reimbursed by the County.
7.6 The Contractor shall provide monthly financial and corresponding programmatic reports per the
reporting schedule to the County. If the Contractor is not in compliance due to non-performance,
submission of reports after deadlines, insufficient back-up statements or improperly completed
forms, the Contractor may not be reimbursed, or reimbursement may be delayed until program
compliance issues and any other related financial consequences are resolved. Furthermore,
instances of non-compliance with billing and reporting requirements may result in the County
reducing the Contractor’s reimbursement by up to 10% of the corresponding month’s billing.
7.7 The actual amount of consideration to be paid to the Contractor depends upon the actual hours
worked, services provided, and related expenses as stated in the current approved budget or as
modified by contract amendment or appropriately executed task order. Any un-obligated balance of
funds at the end of this Agreement period will be returned to the County in accordance with
instructions provided.
8.0 INVOICES AND PAYMENTS:
8.1 The Maricopa County Ryan White Part A Program requires that all invoices be submitted via its
“Secure File Transfer System.” The Secure File Transfer System is a part of the electronic data
system provided to the Contractor by the County.
8.2 The Contractor shall submit electronically to the Administrative Agent one (1) legible copy of their
detailed monthly invoice before payment(s) can be made.
8.3 Contractor shall submit the invoice packet for services performed on or before the fifteenth (15th)
calendar day following the month in which services were performed.
8.4 The invoice shall include the requirements as outlined in the Ryan White Part A’s current policies
and procedures manual.
8.5 Problems regarding billing or invoicing shall be directed to the using agency as listed on the
Purchase Order.
8.6 Payment shall be made to the Contractor by Accounts Payable through the Maricopa County Vendor
Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract
Award the Contractor shall complete and/or update their Vendor registration located on the County
Department of Finance Vendor Registration Web Site (https://azdom-vss-
ext.hostams.com/PRDVSS2X1/Advantage4).
8.7 EFT payments to the routing and account numbers designated by the Contractor will include the
details on the specific invoices that the payment covers. The Contractor is required to discuss
remittance delivery capabilities with their designated financial institution for access to those details.
Page 3 of 39

SERIAL PH RFP 210225
9.0 METHOD OF PAYMENT:
9.1 Subject to the availability of funds, County will, within thirty (30) business days from the date of
receipt of the documents enumerated herein, process and remit to the Contractor a warrant for
payment up to the maximum total allowable for services provided or work performed during the
previous month. Payment may be delayed or reduced if invoices are in non-compliance due to late
submission, improperly completed or missing documentation/information or for other contract non-
compliance occurring in the related grant year. Other non-compliance issues that may delay or
reduce payments can be related to any contractual issue and may not necessarily be related to the
bill itself. Should County make a disallowance in the claim, the claim shall be processed for the
reduced amount. If the Contractor protests the amount or the reason for a disallowance, the protest
shall be construed as a dispute concerning a question of fact within the meaning of the "Disputes"
clause of the Special Provisions of this Contract.
9.2 The Contractor understands and agrees that County will not honor any claim for payment submitted
60 calendar days after date of service. The Contractor understands and agrees that County will not
process any claim for payment for services rendered prior to the end of the contract period which
are submitted sixty (60) calendar days after the end of the contract period without approval of
County. For claims that are subject to AHCCCS Regulation R9-22703.B1, County will not honor
any claim for payment submitted nine months after date of service. Claims submitted 45 calendar
days from the last day of the grant year will not be honored or reimbursed.
9.3 Payments made by County to the Contractor are conditioned upon the timely receipt of applicable,
accurate and complete invoice reports and forms submitted by the Contractor. All monthly invoices
must be supported by auditable documentation, which is determined to be sufficient, competent
evidential matter defined by the County.
9.4 The Contractor understands and agrees that Ryan White Part A Program is the payer of last resort,
and shall maximize and monitor all other revenue streams including self-pay and all sources of third
party reimbursements. The Contractor understands and agrees that all self-pay and third-party
payments must be exhausted to offset program costs before Ryan White funds are used. The
Contractor must have policies and procedures documented and in place to determine and bill these
other potential payment sources. These third-party payers include but are not limited to Regional
Behavioral Health Authority (RBHA), Medicaid (Arizona Health Care Cost Containment
Services/AHCCCS), Arizona Long Term Care System (ALTCS), TRICARE, Medicare and
private/commercial or other insurance. The Contractor will determine eligibility of clients and assist
with client enrollment whenever feasible. Payments collected by the Contractor for Ryan White
services must be recorded as Program Income in the Contractor’s financial management system and
deducted from bills issued to the County. Program income records must be made available to the
County for assurance that such revenues are used to support related services. The Contractor shall
have policies and procedures for handling Ryan White revenue including program income.
9.5 The Contractor shall have policies and staff training on the payer of last resort requirement and how
it meets that requirement.
10.0 BUDGET, REVENUES, AND EXPENDITURES:
10.1 Contractor shall have written fiscal and general policies and procedures that include compliance
with federal and Ryan White programmatic requirements.
10.2 Contractor shall prepare and submit to County a budget using the current Ryan White Part A
Program-approved formats at the beginning of each grant year in accordance with the stated funds
allocated on the most recently issued task order. If the task order is increased or decreased at any
time throughout the duration of the grant year, a revised budget may be required.
10.3 The total administrative costs budgeted; including any federally approved indirect rate (inclusive
of contractor and subcontractor(s)) cannot exceed 10% of the amount of the current grant award.
Any amount of administrative expenditures in excess of 10% will not be reimbursed.
Page 4 of 39

SERIAL PH RFP 210225
10.4 Contractor agrees that all expenditures are in accordance with the current approved budget. Any
expenditure deemed unallowable by the Administrative Agent is subject to the Contractor
submitting a full reimbursement to the County.
10.5 Contractor agrees to establish and maintain a “Financial Management System” that is in
accordance with the standards required by Federal OMB Circular A-110, Subpart C. Such system
must also account for both direct and indirect cost transactions, reports on the results of those
transactions, comply with the requirements of OMB Circular A-21 and generally accepted
accounting principles.
10.6 All expenditures and encumbered funds shall be final and reconciled no later than 45 days after the
close of the grant year.
10.7 Funds collected by the Contractor in the form of fees, charges, and/or donations for the delivery of
the services provided for herein shall be accounted for separately. Such fees, charges and/or
donations must be used for providing additional services or to defray the costs of providing these
services consistent with the Schedule of Deliverables of this Contract. As applicable, the
Contractor agrees to include, in the underlying budget, the amount of projected revenue from
client fees. The amount of funds collected from client fees shall be reported by Contractor in the
Monthly invoice by discrete service. For audit purposes, the Contractor is responsible for
maintaining necessary documentation to support provision of services.
10.8 TASK ORDERS:
Contractor shall not perform a task other than those found/defined in the contract award document.
Task Orders may be issued by the Administrator of this contract. Task Orders will be
communicated via written document and shall include, but is not limited to: budget amount,
reference to special conditions of award, and any special service and reporting requirements.
Amended Task Orders can be issued at any time during the grant year. Both parties shall sign a
new or amended Task Order.
11.0 APPLICABLE TAXES:
11.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation
labor on items that are not attached to real property performed by Contractor under the terms of this
Contract, the installation labor cost and the gross receipts for materials provided shall be listed
separately on the Contractor’s invoices.
11.2 State and Local Transaction Privilege Taxes: To the extent any State and local transaction privilege
taxes apply to sales made under the terms of this Contract it is the responsibility of the seller to
collect and remit all applicable taxes to the proper taxing jurisdiction of authority.
11.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and local taxes
applicable to its operation and any persons employed by the Contractor. Contractor shall, and require
all subcontractors to hold Maricopa County harmless from any responsibility for taxes, damages
and interest, if applicable, contributions required under Federal, and/or State and local laws and
regulations, and any other costs including; transaction privilege taxes, unemployment compensation
insurance, Social Security, and Worker’s Compensation.
11.4 TAX (SERVICES):
No tax shall be invoiced or paid against Contractor’s labor. It is the responsibility of the Contractor
to determine any and all applicable taxes.
Page 5 of 39

SERIAL PH RFP 210225
12.0 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE):
The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of Arizona,
many Phoenix metropolitan area municipalities, and many K-12 unified school districts. Under the $AVE
Cooperative Purchasing Agreement, and with the concurrence of the successful Respondent under this
solicitation, a member of $AVE may access a contract resulting from a solicitation issued by the County.
13.0 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s):
County currently holds ICPA’s with numerous governmental entities. These agreements allow those entities,
with the approval of the Contractor, to purchase their requirements under the terms and conditions of the
County Contract. It is the responsibility of the non-County government entity to perform its own due
diligence on the acceptability of the Contract under its procurement rules, processes and procedures.
14.0 AVAILABILITY OF FUNDS:
14.1 The provisions of this Contract relating to payment for services shall become effective when funds
assigned for the purpose of compensating the Contractor as herein provided are actually available
to County for disbursement. The County shall be the sole judge and authority in determining the
availability of funds under this Contract. County shall keep the Contractor fully informed as to the
availability of funds.
14.2 If any action is taken by, any State agency, Federal department, or any other agency or
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with,
this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in
connection with, this Contract. In the event of termination, County shall be liable for payment only
for services rendered prior to the effective date of the termination, provided that such services are
performed in accordance with the provisions of this Contract. County shall give written notice of
the effective date of any suspension, amendment, or termination under this Section, at least ten (10)
days in advance.
15.0 DUTIES:
15.1 The Contractor shall perform all duties stated in Exhibit “B”, or as otherwise directed in writing by
the Procurement Officer.
16.0 TERMS AND CONDITIONS:
16.1 INDEMNIFICATION:
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 Contractor, the Contractor shall defend
indemnify and hold harmless the County (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 resulted from the
negligent acts, errors, omissions, or mistakes relating to the performance of this Contract.
Contractor's duty to defend, indemnify, and hold harmless the County, 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 Contractor, 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.
Page 6 of 39

SERIAL PH RFP 210225
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.
The scope of this indemnification does not extend to the sole negligence of County.
16.2 INSURANCE:
16.2.1 Contractor, at Contractor’s own expense, shall purchase and maintain the herein stipulated
minimum insurance from a company or companies duly licensed by the State of Arizona
and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing,
the stipulated insurance may be purchased from a company or companies, which are
authorized to do business in the State of Arizona, provided that said insurance companies
meet the approval of County. The form of any insurance policies and forms must be
acceptable to County.
16.2.2 All insurance required herein shall be maintained in full force and effect until all work or
service required to be performed under the terms of the Contract is satisfactorily completed
and formally accepted. Failure to do so may, at the sole discretion of County, constitute a
material breach of this Contract.
16.2.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance
or self-insurance maintained by County shall not contribute to it.
16.2.4 Any failure to comply with the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect the County’s right to coverage
afforded under the insurance policies.
16.2.5 The insurance policies may provide coverage that contains deductibles or self-insured
retentions. Such deductible and/or self-insured retentions shall not be applicable with
respect to the coverage provided to County under such policies. Contractor shall be solely
responsible for the deductible and/or self-insured retention and County, at its option, may
require Contractor to secure payment of such deductibles or self-insured retentions by a
surety bond or an irrevocable and unconditional letter of credit.
16.2.6 The insurance policies required by this Contract, except Workers’ Compensation and
Errors and Omissions, shall name County, its agents, representatives, officers, directors,
officials and employees as Additional Insureds.
16.2.7 The policies required hereunder, except Workers’ Compensation and Errors and
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against
County, its agents, representatives, officers, directors, officials and employees for any
claims arising out of Contractor’s work or service.
16.2.8 Commercial General Liability:
Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000
Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The
policy shall include coverage for premises liability, bodily injury, broad form property
damage, personal injury, products and completed operations and blanket contractual
coverage, and shall not contain any provisions which would serve to limit third party action
over claims. There shall be no endorsement or modifications of the CGL limiting the scope
of coverage for liability arising from explosion, collapse, or underground property damage.
16.2.9 Automobile Liability:
Commercial/Business Automobile Liability insurance and, if necessary, Commercial
Umbrella insurance with a combined single limit for bodily injury and property damage of
Page 7 of 39

SERIAL PH RFP 210225
not less than $2,000,000 each occurrence with respect to any of the Contractor’s owned,
hired, and non-owned vehicles assigned to or used in performance of the Contractor’s work
or services or use or maintenance of the premises under this Contract.
16.2.10 Workers’ Compensation:
Workers’ Compensation insurance to cover obligations imposed by Federal and State
statutes having jurisdiction of Contractor’s employees engaged in the performance of the
work or services under this Contract; and Employer’s Liability insurance of not less than
$1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000
disease policy limit.
Contractor, its contractors and its subcontractors waive all rights against Contract and its
agents, officers, directors and employees for recovery of damages to the extent these
damages are covered by the Workers’ Compensation and Employer’s Liability or
commercial umbrella liability insurance obtained by Contractor, its contractors and its
subcontractors pursuant to this Contract.
16.2.11 Professional Liability:
Contractor shall maintain Professional Liability insurance which will provide coverage for
any and all acts arising out of the work or services performed by the Contractor under the
terms of this Contract, with a limit of not less than $1,000,000 for each claim, and
$3,000,000 aggregate claims.
16.2.12 Medical Malpractice:
Medical Malpractice insurance and, if necessary, Commercial Umbrella insurance, which
will insure and provide coverage for Medical Malpractice of the Contractor, with limits of
no less than $3,000,000 for each claim.
16.2.13 Sexual molestation and physical abuse:
The policy shall be endorsed to include coverage for sexual molestation and physical abuse
at limits not less than $2,000,000.00 per occurrence and $4,000,000.00 aggregate. These
limits may be included within a General Liability policy, Professional Liability policy or
provided by separate endorsement with its own limits as required. Contractor must provide
the following statement on their Certificate(s) of Insurance: “Sexual molestation and
physical abuse coverage is included.” Policies/certificates stating that “Sexual molestation
and physical abuse coverage is not excluded” do not meet this requirement.
16.2.14 Commercial General Liability – Occurrence Form
16.2.14.1 Policy shall include bodily injury, property damage and broad form contractual
liability coverage.
a. The policy shall be endorsed to include coverage for physical/sexual abuse
and molestation.
b. The policy shall be endorsed to include the following additional insured
language: "(_____), its subsidiary, parent, associated and/or affiliated
entities, successors, or assigns, its elected officials, trustees, employees,
agents, and volunteers shall be named as additional insureds with respect to
liability arising out of the activities performed by, or on behalf of the
Contractor".
Page 8 of 39

SERIAL PH RFP 210225
16.2.14.2 Minimum Limits:
General Aggregate $4,000,000
Each Occurrence Limit $2,000,000
Personal/Advertising Injury $1,000,000
Sexual Abuse/Molestation $2,000,000
16.2.15 Certificates of Insurance:
6.2.15.1 Prior to Contract award, Contractor shall furnish the County with valid and
complete certificates of insurance, or formal endorsements as required by the
Contract in the form provided by the County, issued by Contractor’s insurer(s), as
evidence that policies providing the required coverage, conditions and limits
required by this Contract are in full force and effect. Such certificates shall
identify this contract number and title.
6.2.15.2 In the event any insurance policy(ies) required by this Contract is(are) written on
a claims made basis, coverage shall extend for two years past completion and
acceptance of Contractor’s work or services and as evidenced by annual
Certificates of Insurance.
6.2.15.3 If a policy does expire during the life of the Contract, a renewal certificate must
be sent to County fifteen (15) calendar days prior to the expiration date.
16.2.16 Cancellation and Expiration Notice:
Applicable to all insurance policies required within the Insurance Requirements of this
Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be
canceled, or be materially changed for any reason without thirty (30) days prior written
notice to Maricopa County. Contractor must provide to Maricopa County, within two (2)
business days of receipt, if they receive notice of a policy that has been or will be
suspended, canceled, materially changed for any reason, has expired, or will be
expiring. Such notice shall be sent directly to Maricopa County Office of Procurement
Services and shall be mailed or hand delivered to 320 West Lincoln Street, Phoenix, AZ
85003, or emailed to the Procurement Officer noted in the solicitation.
16.3 FORCE MAJEURE:
16.3.1 Neither party shall be liable for failure of performance, nor incur any liability to the other
party on account of any loss or damage resulting from any delay or failure to perform all
or any part of this Contract if such delay or failure is caused by events, occurrences, or
causes beyond the reasonable control and without negligence of the parties. Such events,
occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake,
storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities
(whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military
or usurped power or confiscation, terrorist activities, nationalization, government sanction,
lockout, blockage, embargo, labor dispute, strike, interruption or failure of electricity or
telecommunication service.
16.3.2 Each party, as applicable, shall give the other party notice of its inability to perform and
particulars in reasonable detail of the cause of the inability. Each party must use best
efforts to remedy the situation and remove, as soon as practicable, the cause of its inability
to perform or comply.
16.3.3 The party asserting Force Majeure as a cause for non-performance shall have the burden
of proving that reasonable steps were taken to minimize delay or damages caused by
foreseeable events, that all non-excused obligations were substantially fulfilled, and that
Page 9 of 39

SERIAL PH RFP 210225
the other party was timely notified of the likelihood or actual occurrence which would
justify such an assertion, so that other prudent precautions could be contemplated.
16.4 INSPECTION OF SERVICES:
16.4.1 The Contractor shall provide and maintain an inspection system acceptable to County
covering the services under this Contract. Complete records of all inspection work
performed by the Contractor shall be maintained and made available to County during
Contract performance and for as long afterwards as the Contract requires.
16.4.2 County has the right to inspect and test all services called for by the Contract, to the extent
practicable at all times and places during the term of the Contract. County shall perform
inspections and tests in a manner that will not unduly delay the work.
16.4.3 If any of the services do not conform to Contract requirements, County may require the
Contractor to perform the services again in conformity with Contract requirements, at no
cost to the County. When the defects in services cannot be corrected by re-performance,
County may:
6.4.3.1 Require the Contractor to take necessary action to ensure that future performance
conforms to Contract requirements; and
6.4.3.2 Reduce the Contract price to reflect the reduced value of the services performed.
16.4.4 If the Contractor fails to promptly perform the services again or to take the necessary action
to ensure future performance in conformity with Contract requirements, County may:
6.4.4.1 By Contract or otherwise, perform the services and charge to the Contractor,
through direct billing or through payment reduction, any cost incurred by County
that is directly related to the performance of such service; or
6.4.4.2 Terminate the Contract for default.
16.5 CONTRACT COMPLIANCE MONITORING:
16.5.1 County shall monitor the Contractor's compliance with, and performance under, the terms
and conditions of this Contract. On-site visits for contract compliance monitoring may be
made by County and/or its grantor agencies at any time during the Contractor's normal
business hours, announced or unannounced. The Contractor shall make available for
inspection and/or copying by County, all records and accounts relating to the work
performed or the services provided under this Contract, or for similar work and/or service
provided under other grants and contracts.
16.5.2 Contractor shall follow and comply with all related corrective action plans and
requirements of site visits and subsequent audits conducted by County and its
representatives. When monetary penalties are imposed or unallowable costs determined,
the County will define how repayment will be made to the County. This may include
decreasing or withholding the Contractor’s monthly billing or requiring payment to the
County.
16.6 RESTRICTIONS ON USE OF FUNDS:
16.6.1 The Contractor shall not utilize funds made available under this Contract to make payments
for any item or service to the extent that payment has been made, or can reasonably be
expected to be made, with respect to that item or service:
16.6.2.1 Under any State compensation program, under any insurance policy, or under any
Federal, State, or county health benefits program; or
Page 10 of 39

SERIAL PH RFP 210225
16.6.2.2 By an entity that provides health services on a prepaid basis.
16.6.2 Funds shall not be used to purchase or improve (other than minor remodeling) any building
or other facility, or to make cash payments to intended recipients of services as referenced
in the A.R.S. § 41-2591, R2-7-701 and Code of Federal Regulations, Chapter 1,
Subchapter e., Part 31, and Public Health Service Grants Policy Statement.
16.6.3 The federal Office of General Counsel and County emphasize that Ryan White Act funds
may only support HIV-related needs of eligible individuals. All activities and expenditures
must reflect an explicit connection between any service supported with Ryan White Act
funds and the intended recipient’s HIV status.
16.6.4 Contractor is not authorized to provide services anonymously, unless specifically approved
for the service category in which the Contractor is providing services. All services must
only be provided to documented eligible clients as defined in this contract.
16.6.5 Ryan White funds shall not be used to finance the services of lobbyists, fundraisers, or
grant/proposal writers, nor to support lobbying, fundraising activities, and/or the writing of
grant/contract proposals.
16.6.6 The Ryan White Act limits the administrative expenses to not more than 10% of the total
grant award. The Act defines allowable “administrative activities” to include:
16.6.7.1 Usual and recognized overhead, including established indirect rates for agencies;
16.6.7.2 Management and oversight of specific programs funded under this title; and
16.6.7.3 Other types of program support such as quality assurance, quality control, and
related activities.
16.7 CONTINGENCY RELATING TO OTHER CONTRACTS AND GRANTS:
16.7.1 The Contractor shall, during the term of this Contract, immediately inform County in
writing of the award of any other contract or grant where the award of such contract or
grant may affect either the direct or indirect costs being paid/reimbursed under this
Contract. Failure by the Contractor to notify County of such award shall be considered a
material breach of the Contract and County shall have the right to terminate this Contract
without liability.
16.7.2 County may request, and the Contractor shall provide within a reasonable time, a copy of
any other contract or grant, when in the opinion of the Director, the award of the other
contract or grant may affect the costs being paid or reimbursed under this Contract.
16.7.3 If County determines that the award to the Contractor of such other Federal or State
contract or grant has affected the costs being paid or reimbursed under this Contract,
County shall prepare a Contract Amendment effecting a cost adjustment. If the
Contractor protests the proposed cost adjustment, the protest shall be construed as a
dispute within the meaning of the "Disputes" clause contained herein.
16.8 EQUIPMENT:
16.8.1 All equipment and products purchased with grant funds should strive to be American made.
16.8.2 The title to any and all equipment acquired through the expenditure of funds received from
County shall remain that of the Department of Health and Human Services, Health
Resources and Services Administration. County must specifically authorize the acquisition
Page 11 of 39

SERIAL PH RFP 210225
of any such equipment in advance. Upon termination of this Contract, County may
determine the disposition of all such equipment.
16.8.3 The Contractor agrees to exercise reasonable control over all equipment purchased with
capital outlay expense Contract funds. All equipment lost, stolen, rendered non-usable, or
no longer required for program operation must be reported immediately to County for
disposition instructions. The Contractor shall report the physical inventory of all
equipment purchased with contract funds within sixty (60) days of receipt of such
equipment.
16.9 IMPROPRIETIES AND FRAUD:
16.9.1 The Contractor shall notify the Ryan White Part A Program in writing of any actual or
suspected incidences of improprieties involving the expenditure of CARE Act funds or
delivery of services. This will include when potential or current clients receive services,
or attempt to receive services, for which they are ineligible. Notification is also required
whenever acts of indiscretion are committed by employees that may be unlawful or in
violation of this contract. Notification to the Ryan White Part A Program shall occur in
writing within 24 hours of detection.
16.9.2 The Federal Department of HHS Inspector General maintains a toll-free hotline for
receiving information concerning fraud, waste, or abuse under grants and cooperative
agreements. Such reports are kept confidential and callers may decline to give their names
if they choose to remain anonymous.
Office of Inspector General
TIPS HOTLINE
P. O. Box 23489
Washington, D. C. 20026
Telephone: 1-800-447-8477 (1-880-HHS-TIPS)
16.9.3 The Contractor shall be responsible for any loss of funds due to mismanagement, misuse,
and/or theft of such funds by agents, servants and/or employees of the Contractor.
16.10 ADHERENCE TO RYAN WHITE PART A POLICIES:
Contractor shall adhere to all Arizona Ryan White Parts A, B, and ADAP.
16.11 REFERRAL RELATIONSHIPS:
16.11.1 Contractors must have documented evidence to substantiate referral relationships on an
ongoing basis consistent with HRSA guidance.
16.11.2 The Contractor shall have letters of agreement and Memorandums of Understanding
(MOUs) to document referral relationships with key points of entry. Key points of entry
include:
• Emergency rooms
• Substance abuse and mental health treatment programs
• Detox(ification) centers
• Detention facilities
• Sexually Transmitted Disease (STD) Clinics
• Homeless shelters
• HIV counseling and testing sites
Additional points of entry:
• Public health departments
Page 12 of 39

SERIAL PH RFP 210225
• Health care points of entry specified by eligible areas
• Federally Qualified Healthcare Centers (FQHCs)
• Entities such as Ryan White Part C and D grantees
16.12 CONFIDENTIALITY:
16.12.1 The Contractor understands and agrees that this Contract is subject to all State and Federal
laws protecting client confidentiality of medical, behavioral health, and drug treatment
information.
16.12.2 The Contractor shall establish and maintain written procedures and controls that ensure the
confidentiality of client medical information and records.
16.12.3 The Contractor shall maintain and document employee and direct service provider training
on their organization’s policies and procedures related to client confidentiality.
16.12.4 In accordance with Section 318 (e)(5) of the Public Health Service Act [42 U.S.C.
247c(e)(5)], no information obtained in connection with the examination, care or services
provided to any individual under any program which is being carried out with Federal
monies shall, without such individual’s consent, be disclosed except as may be necessary
to provide services to such individual or as may be required by laws of the State of Arizona
or its political subdivisions. Information derived from any such program may be disclosed
(a) in summary, statistical, or other form, or (b) for clinical research purposes, but only if
the identity of the individuals diagnosed or provided care under such program is not
disclosed. The Contractor shall comply with the provisions of A.R.S. § 36-663 concerning
HIV-related testing; restrictions; exceptions and A.R.S. § 36-664 concerning
confidentiality; exceptions, in providing services under this Contract.
16.12.5 Confidential communicable disease related information may only be disclosed as permitted
by law, and only consistent with the current Arizona Ryan White Parts A, B and ADAP
Eligibility Policies.
16.13 PURCHASE ORDERS:
County reserves the right to cancel Purchase Orders within a reasonable period of time after
issuance. Should a Purchase Order be canceled, the County agrees to reimburse the Contractor for
actual and documentable costs incurred by the Contractor in response to the Purchase Order. The
County will not reimburse the Contractor for any costs incurred after receipt of County notice of
cancellation, or for lost profits, shipment of product prior to issuance of Purchase Order, etc.
16.14 SUSPENSION OF WORK:
The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or
any part of the work of this contract for the period of time that the Procurement Officer determines
appropriate for the convenience of the County. No adjustment shall be made under this clause for
any suspension, delay, or interruption to the extent that performance would have been so suspended,
delayed, or interrupted by any other cause, including the fault or negligence of the Contractor. No
request for adjustment under this clause shall be granted unless the claim, in an amount stated, is
asserted in writing as soon as practicable after the termination of the suspension, delay, or
interruption, but not later than the date of final payment under the Contract.
16.15 STOP WORK ORDER:
The Procurement Officer may, at any time, by written order to the Contractor, require the Contractor
to stop all, or any part, of the work called for by this contract for a period of ninety (90) calendar
days after the order is delivered to the Contractor, and for any further period to which the parties
may agree. The order shall be specifically identified as a stop work order issued under this clause.
Upon receipt of the order, the Contractor shall immediately comply with its terms and take all
Page 13 of 39

SERIAL PH RFP 210225
reasonable steps to minimize the incurrence of costs allocable to the work covered by the order
during the period of work stoppage. Within a period of 90 calendar days after a stop-work is
delivered to the Contractor, or within any extension of that period to which the parties shall have
agreed, the Procurement Officer shall either:
16.15.1 Cancel the stop work order; or
16.15.2 Terminate the work covered by the order as provided in the Default, or the Termination for
Convenience clause of this Contract.
16.15.3 The Procurement Officer may make an equitable adjustment in the delivery schedule
and/or Contract price, or otherwise, and the Contract shall be modified, in writing,
accordingly, if the Contractor demonstrates that the stop work order resulted in an increase
in costs to the Contractor.
16.16 TERMINATION FOR CONVENIENCE:
Maricopa County may terminate the Contract for convenience by providing sixty (60) calendar days
advance notice to the Contractor.
16.17 TERMINATION FOR DEFAULT:
The County may, by written notice of default to the Contractor, terminate this Contract in whole or
in part if the Contractor fails to:
16.17.1 Deliver the supplies or to perform the services within the time specified in this Contract or
any extension;
16.17.2 Make progress, so as to endanger performance of this Contract; or
16.17.3 Perform any of the other provisions of this Contract.
The County’s right to terminate this contract under these subparagraphs may be exercised if the
Contractor does not cure such failure within ten (10) business days (or more if authorized in writing
by the County) after receipt of the notice from the Procurement Officer specifying the failure.
16.18 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without
penalty or further obligation within three years after execution of the Contract, if any person
significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf
of the County is at any time while the Contract or any extension of the Contract is in effect, an
employee or agent of any other party to the Contract in any capacity or consultant to any other party
of the Contract with respect to the subject matter of the 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 the Contract on behalf of the County
from any other party to the Contract arising as the result of the Contract.
16.19 CONTRACTOR LICENSE REQUIREMENT:
16.19.1 The Contractor shall procure all permits, insurance, licenses and pay the charges and fees
necessary and incidental to the lawful conduct of his/her business, and as necessary
complete any required certification requirements, required by any and all governmental or
non-governmental entities as mandated to maintain compliance with and in good standing
for all permits and/or licenses. The Contractor shall keep fully informed of existing and
future trade or industry requirements, Federal, State and Local laws, ordinances, and
regulations which in any manner affect the fulfillment of a Contract and shall comply with
Page 14 of 39

SERIAL PH RFP 210225
the same. Contractor shall immediately notify both Office of Procurement Services and the
Department of any and all changes concerning permits, insurance or licenses.
16.20 LICENSURE/CERTIFICATION
16.20.1 Contractor shall comply with all applicable provisions of law and other rules and
regulations of any and all governmental, accrediting and/or regulatory authorities relating
to the licensure and regulation of health care providers and physicians.
16.20.2 Upon request, Contractor agrees to allow County, to the extent permitted by law, access to
credentials of Qualified Physicians and Qualified Providers who are providing services to
Department under the terms and conditions of this Contract.
16.20.3 Contractor expressly agrees that it shall comply with all rules, regulations, orders, standards
and interpretations promulgated pursuant to the Occupational Safety and Health Act of 1970
(and to the Occupational and Safety Health Act of the State of Arizona), including but not
limited to training, provision of personal protective equipment, provision of post-exposure
prophylaxis, adherence to appropriate lock out/tag out procedures, and providing all notices,
material safety data sheets, labels, etc. required by the right-to-know-standard.
16.21 SUBCONTRACTING:
16.21.1 The Contractor may not assign to another contractor or subcontract to another party for
performance of the terms and conditions hereof without the written consent of the County.
All correspondence authorizing subcontracting must reference the Contract Number and
identify the job project.
16.21.2 The subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as
bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates
or the County has approved the increase. The subcontractor’s invoice shall be invoiced
directly to the Prime Contractor, who in turn shall pass-through the costs to the County,
without mark-up. A copy of the subcontractor’s invoice must accompany the Prime
Contractor’s invoice.
16.22 AMENDMENTS:
All amendments to this Contract shall be in writing and approved/signed by both parties. The
designated Procurement Officer shall be responsible for approving all amendments for Maricopa
County.
16.23 ADDITIONS/DELETIONS OF REQUIREMENTS:
The County reserves the right to add and/or delete materials and services to a Contract. If a service
requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of
service reduced in accordance with the bid price. If additional materials or services are required
from a Contract, prices for such additions will be negotiated between the Contractor and the County.
16.24 STRICT COMPLIANCE:
Acceptance by County of a performance that is not in strict compliance with the terms of the
Contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of
the Contract.
16.25 VALIDITY:
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of the Contract.
Page 15 of 39

SERIAL PH RFP 210225
16.26 SEVERABILITY:
The removal, in whole or in part, of any provision of this Contract shall not void or affect the validity
of any other provision of this Contract.
16.27 RIGHTS IN DATA:
The County shall have the use of data and reports resulting from a Contract without additional cost
or other restriction except as may be established by law or applicable regulation. Each Party shall
supply to the other Party, upon request, any available information that is relevant to a Contract and
to the performance thereunder.
16.28 NON-DISCRIMINATION:
Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-
09 including flow down of all provisions and requirements to any subcontractors. Executive Order
2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and
downloaded at the Arizona State Library Research website
(http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1) which is
hereby incorporated into this contract as if set forth in full herein. During the performance of this
Contract, Contractor shall not discriminate against any employee, client or any other individual in
any way because of that person’s age, race, creed, color, religion, sex, disability or national origin.
16.29 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION:
16.29.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the
best of his or her knowledge and belief that the Contractor, it’s current officers and
directors;
16.29.1.1 are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from being awarded any contract or grant by
any United States Department or Agency or any state, or local jurisdiction;
16.29.1.2 have not within three (3) year period preceding this Contract;
16.29.1.2.1been convicted of fraud or any criminal offense in connection with
obtaining, attempting to obtain, or as the result of performing a
government entity (Federal, State or local) transaction or contract; and
16.29.1.2.2been convicted of violation of any Federal or State antitrust statues or
conviction for embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stolen
property regarding a government entity transaction or contract;
16.29.1.2.3are not presently indicted or criminally charged by a government
entity (Federal, State or local) with commission of any criminal
offenses in connection with obtaining, attempting to obtain, or as the
result of performing a government entity public (Federal, State or
local) transaction or contract; and are not presently facing any civil
charges from any governmental entity regarding obtaining, attempting
to obtain, or from performing any governmental entity contract or
other transaction; and have not within a three (3) year period preceding
this Contract had any public transaction (Federal, State or local)
terminated for cause or default.
16.29.1.3 If any of the above circumstances described in the paragraph are applicable to the
entity submitting a bid for this requirement, include with your bid an explanation
of the matter including any final resolution.
Page 16 of 39

SERIAL PH RFP 210225
16.29.2 The Contractor 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.
16.30 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS:
16.30.1 By entering into the Contract, the Contractor warrants compliance with the Immigration and
Nationality Act (INA using e-verify) and all other Federal immigration laws and regulations
related to the immigration status of its employees and A.R.S. §23-214(A). The Contractor
shall obtain statements from its subcontractors certifying compliance and shall furnish the
statements to the Procurement Officer upon request. These warranties shall remain in effect
through the term of the Contract. The Contractor and its subcontractors shall also maintain
Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and
Control Act of 1986, as amended from time to time, for all employees performing work under
the Contract and verify employee compliance using the E-verify system and shall keep a
record of the verification for the duration of the employee’s employment or at least three (3)
years, whichever is longer. I-9 forms are available for download at USCIS.GOV.
16.30.2 The County retains the legal right to inspect Contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph 6.24.1
of this Section. Contractor and subcontractor shall be given reasonable notice of the County’s
intent to inspect and shall make the documents available at the time and date specified.
Should the County suspect or find that the Contractor or any of its subcontractors are not in
compliance, the County will consider this a material breach of the Contract and may pursue
any and all remedies allowed by law, including, but not limited to; suspension of work,
termination of the Contract for default, and suspension and/or debarment of the Contractor.
All costs necessary to verify compliance are the responsibility of the Contractor.
16.31 INFLUENCE:
As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to influence an
employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct
may be grounds for Disbarment or Suspension under MC1-902.
An attempt to influence includes, but is not limited to:
16.31.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment
or educational passes or tickets, or any type of valuable contribution or subsidy,
16.31.2 That is offered or given with the intent to influence a decision, obtain a contract, garner
favorable treatment, or gain favorable consideration of any kind.
If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement
Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County
Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract.
16.32 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO
INFORM EMPLOYEES OF WHISTLERBLOWER RIGHTS:
16.32.1 The Parties agree that this Contract and employees working on this Contract will be subject
to the whistleblower rights and remedies in the pilot program on Contractor employee
whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the National
Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and section 3.908 of
the Federal Acquisition Regulation;
Page 17 of 39

SERIAL PH RFP 210225
16.32.2 Contractor shall inform its employees in writing, in the predominant language of the
workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as
described in section 3.908 of the Federal Acquisition Regulation. Documentation of such
employee notification must be kept on file by Contractor and copies provided to County
upon request.
16.32.3 Contractor shall insert the substance of this clause, including this paragraph, in all
subcontracts over the simplified acquisition threshold ($150,000 as of September 2013).
16.33 UNIFORM ADMINISTRATIVE REQUIREMENTS:
By entering into this Contract the Contractor agrees to comply with all applicable provisions of Title
2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS,
COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in
Title 2 C.F.R. § 200 et seq.
16.34 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW:
16.34.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the
Contractor agrees to retain (physical or digital copies of) all books, records, accounts,
statements, reports, files, and other records and back-up documentation relevant to this
Contract for six (6) years after final payment or until after the resolution of any audit
questions which could be more than six (6) years, whichever is latest. The County, Federal
or State auditors and any other persons duly authorized by the Department shall have full
access to, and the right to examine, copy and make use of, any and all said materials.
16.34.2 If the Contractor’s books, records , accounts, statements, reports, files, and other records
and back-up documentation relevant to this Contract are not sufficient to support and
document that requested services were provided, the Contractor shall reimburse Maricopa
County for the services not so adequately supported and documented.
16.35 AUDIT DISALLOWANCES:
If at any time it is determined by the County that a cost for which payment has been made is a
disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course
of action to address the disallowance shall be at sole discretion of the County, and may include
either an adjustment to future invoices, request for credit, request for a check or a deduction from
current invoices submitted by the Contractor equal to the amount of the disallowance, or to require
reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to
Maricopa County.
16.36 OFFSET FOR DAMAGES:
In addition to all other remedies at Law or Equity, the County may offset from any money due to
the Contractor any amounts Contractor owes to the County for damages resulting from breach or
deficiencies in performance of the Contract.
16.37 CONFIDENTIAL INFORMATION:
Any information obtained in the course of performing this Contract may include information that is
proprietary or confidential to the County. This provision establishes the Contractor’s obligation
regarding such information.
The Contractor shall establish and maintain procedures and controls that are adequate to assure that
no information contained in its records and/or obtained from the County or from others in carrying
out its functions (services) under the Contract shall be used by or disclosed by it, its agents, officers,
or employees, except as required to efficiently perform duties under the Contract. The Contractor’s
Page 18 of 39

SERIAL PH RFP 210225
procedures and controls at a minimum must be the same procedures and controls it uses to protect
its own proprietary or confidential information. If, at any time during the duration of the Contract,
the County determines that the procedures and controls in place are not adequate, the Contractor
shall institute any new and/or additional measures requested by the County within fifteen (15)
calendar days of the written request to do so.
Any requests to the Contractor for County proprietary or confidential information s shall be referred
to the County for review and approval, prior to any dissemination.
16.38 PROTECTED HEALTH INFORMATION:
In collecting, maintaining, using and disclosing information, contractor shall comply with all
applicable federal and state laws and regulations which protect confidential health information,
including, but not limited to the Health Insurance Portability and Accountability Act of 1996
(HIPAA), 42 C.F.R. Part 2, A.R.S. §§ 18-551 (Data Security Breaches), A.R.S. §§ 12-2291 et seq.
(Confidentiality of Medical Records), and A.R.S. §§ § 36-661 et seq. (Confidentiality of
Communicable Disease Information). Contractor shall not act or fail to act in a way that would
cause MCDPH to be noncompliant with applicable federal or state laws or regulations which protect
confidential health information. Contractor shall cooperate to mitigate, to the extent practicable,
any harmful effect that is known to it of an unlawful or unauthorized use or disclosure of confidential
health information. To ensure the confidentiality of confidential health information, contractor shall
be fully compliant, through automation and manual processes, with the standards for electronic
transactions under HIPAA. Contractor shall execute, and cause employees, subcontractors, and
agents to execute, all applicable confidentiality agreements and SARA Alert System user access
agreements, if deemed necessary by MCDPH. Any system breaches, confirmed or suspected, shall
be reported by Contractor to the MCDPH within 24 hours.
16.39 PUBLIC RECORDS:
Under Arizona law, all Offers submitted and opened are public records and must be retained by the
Records Manager at the Office of Procurement Services. Offers shall be open to public inspection
and copying after Contract award and execution, except for such Offers or sections thereof
determined to contain proprietary or confidential information by the Office of Procurement Services.
If an Offeror believes that information in its Offer or any resulting Contract should not be released
in response to a public record request under Arizona law, the Offeror shall indicate the specific
information deemed confidential or proprietary and submit a statement with its offer detailing the
reasons that the information should not be disclosed. Such reasons shall include the specific harm
or prejudice which may arise from disclosure. The Records Manager of the Office of Procurement
Services shall determine whether the identified information is confidential pursuant to the Maricopa
County Procurement Code.
16.40 INTEGRATION:
This Contract represents the entire and integrated agreement between the parties and supersedes all
prior negotiations, proposals, communications, understandings, representations, or agreements,
whether oral or written, express or implied.
16.41 RELATIONSHIPS:
16.41.1 In the performance of the services described herein, the Contractor shall act solely as an
independent contractor, and nothing herein or implied herein shall at any time be construed
as to create the relationship of employer and employee, co-employee, partnership, principal
and agent, or joint venture between the County and the Contractor.
16.41.2 The County reserves the right of final approval on proposed staff for all Task Orders. Also,
upon request by the County, the Contractor will be required to remove any employees
working on County projects and substitute personnel based on the discretion of the County
within two (2) business days, unless previously approved by the County.
Page 19 of 39

SERIAL PH RFP 210225
16.42 The Contractor understands and agrees that program income generated through the Health
Resources and Services Administration (HRSA) Office of Pharmacy Affairs 340B program, through
the Maricopa Ryan White grant award providing 340B covered entity status, will be subject to
additional program income monitoring requirements that shall be provided in writing prior to
contract award. Additional requirements may include but are not limited to: annual completion and
submission of an independent 340B audit; submission of monthly aggregate reports of program
income generated and detailed expenditures showing that program income is spent only on Ryan
White allowable costs; enhanced requirements regarding Contractor monitoring of all subrecipients;
and additional reporting requirements in order to ensure that program income is spent within the
same budget period it was generated. The Maricopa County Ryan White Program Office shall have
full authority to monitor these additional requirements as well as others in order to ensure
compliance with the 340B program rules as established by the Department of Health and Human
Services Office of Pharmacy Affairs.
16.43 GOVERNING LAW:
This Contract shall be governed by the laws of the State of Arizona. Venue for any actions or
lawsuits involving this Contract will be in Maricopa County Superior Court, Phoenix, Arizona.
16.44 ORDER OF PRECEDENCE:
In the event of a conflict in the provisions of this Contract and Contractor’s license agreement, if
applicable, the terms of this Contract shall prevail.
16.45 INCORPORATION OF DOCUMENTS:
The following are to be attached to and made part of this Contract:
16.45.1 Exhibit A, Ryan White Part A Budget Form
16.45.2 Exhibit B, Service Provider Application
16.45.3 Exhibit C, Scope of Work
16.45.4 Exhibit D, Business Associate Agreement
NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Maricopa County Public Health
ATTN: Cheryl Bucalo
4041 N. Central Avenue, #1400
Phoenix, AZ 85012
(602) 506-6886
Cheryl.Bucalo@Maricopa.gov
For Contractor:
Page 20 of 39

SERIAL PH RFP 210225
IN WITNESS WHEREOF, this Contract is executed on the date set forth above.
CONTRACTOR
AUTHORIZED SIGNATURE
PRINTED NAME AND TITLE
ADDRESS
DATE
MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY DATE
Page 21 of 39

SERIAL PH RFP 210225
EXHIBIT A:
Ryan White Part A Budget Form
(Excel Spreadsheet)
Page 22 of 39

SERIAL PH RFP 210225
EXHIBIT B:
Service Provider Application
(PDF Document)
Page 23 of 39

SERIAL PH RFP 210225
EXHIBIT C
Scope of Work
Original Scope of Work from Solicitation:
2.0 SCOPE OF WORK:
2.1 PURPOSE OF THE PROGRAM, AUTHORITY, AND BACKGROUND:
Part A of the Ryan White HIV/AIDS Treatment Modernization Act of 2009, Ryan White HIV/AIDS
Program provides emergency assistance to Eligible Metropolitan Areas (EMAs) and (TGAs) Transitional
Grant Areas that are most severely affected by the HIV/AIDS epidemic. The MCRWPA Program is the
single agency charged with the responsibility of administrating the Health Resources and Services
Administration HIV/AIDS Bureau, Division of Service Systems, Ryan White Treatment Modernization Act
of 2006, CFDA Number 93.914 - HIV Emergency Relief Projects Grant for the Phoenix Metropolitan Area
located in Maricopa and Pinal Counties. An overview of these programs can be found at
http://hab/hrsa.gov/.
Formula and supplemental funding components of the grant assist the Phoenix EMA in developing or
enhancing access to a comprehensive continuum of high quality, community-based care for low-income
individuals and families with HIV/AIDS. A comprehensive continuum of care includes primary medical
care, HIV-related medications, mental health treatment, substance abuse treatment, oral health and case
management services that assist PLWHA (People Living with HIV/AIDS) in accessing treatment.
Comprehensive HIV/AIDS care beyond these core services also includes access to other health services (e.g.
home health care, nutritional, and rehabilitation service). In addition, this continuum of care may include
supportive services that enable individuals to access and remain in primary medical care (e.g. outreach,
transportation, and food services).
Part A supplemental funds have been awarded since fiscal year (FY) 1999 under the Minority AIDS Initiative
(MAI) to improve access to HIV care and health outcomes in communities of color disproportionately
impacted by the HIV epidemic. Funds are to initiate, modify, or expand culturally and linguistically
appropriate HIV care services for disproportionately impacted communities of color. Following
Congressional intent, MAI funds must be used to expand or support new initiatives consistent with these
goals.
The Minority AIDS Initiative specifically focuses on:
1. Black/African American
2. Hispanic/Latinx
3. Refuge populations.
Additionally, each year the Phoenix EMA determines priority populations within the above-mentioned
focused populations. Currently, those priority populations are:
1. Young Black Men who have sex with men (MSM)
2. Young Hispanic Men
3. Transgender Women of Color
In preparing all responses to this Request for Proposal (RFP), applicant should consider how efforts at the
local level are consistent with the Ryan White HIV/AIDS Treatment Extension Act of 2009 which
emphasizes the use of funds to address the service needs of “individuals who know their HIV status and are
not receiving primary medical care services and for informing individuals of and enabling the individuals to
utilize the services, giving particular attention to eliminating disparities in access and services among affected
subpopulations and historically underserved communities.” Section 2602 (b)(4)(D)(i).
Page 24 of 39

SERIAL PH RFP 210225
Additionally, applicants should consider the impact of the epidemic within the Phoenix EMA, which consists
of Maricopa and Pinal counties. Several studies are available for applicants to review.
All reports can be viewed at the Phoenix EMA Ryan White Planning Council's website at:
https://www.maricopa.gov/1979/Publications
2.2 THE PHOENIX EMA RYAN WHITE PLANNING COUNCIL:
The Phoenix EMA Ryan White Planning Council (PC) is a planning body required under the Part A
authorization. The Maricopa County Board of Supervisors serves as the Chief Elected Official for the
Planning Council. Membership of the PC must be reflective of the epidemic within the Phoenix EMA and
includes representatives from a variety of specific groups such as providers of housing and homeless shelters,
HIV prevention services, representatives of individuals who were formerly Federal, State, or local prisoners
released from the custody of the penal system and had HIV disease on the date released, other mandated
entities, and interested advocates. The PC establishes service priorities, allocates Part A funds, develops a
comprehensive plan, and addresses the efficiency of the grantee’s administrative mechanism for rapidly
contracting out funds to service providers.
The PC establishes Directives for service categories that are additional requirements that must be
incorporated into the program plan along with applicable Standards of Care. These Directives are discussed
under the service category description and should also guide prospective applicants in the development of
goals objectives and a work plan.
2.3 ADMINISTRATIVE REQUIREMENTS:
2.3.1 Organizational Structure and Staffing:
The Contractor shall have in place the organization, management, and administrative
systems capable of fulfilling all contract requirements. The Contractor shall maintain a
current functional organization chart showing main departments/units, key personnel, and
number of staff members in each department/unit. The Contractor shall also maintain
current job descriptions for all staff assigned to this contract and shall establish policies
and procedures for continuously monitoring staff performance and addressing any
identified deficiencies.
2.3.2 The Contractor shall have the following key personnel:
2.3.2.1 Project Director, who serves as the primary point of contact with MCRWPA
during the implementation phase of the project and is responsible for contract
implementation and project management as well as serves as the liaison with
status reporting to MCRWPA.
2.3.3 Administrative costs are limited to ten percent (10%) of contract total.
2.3.4 Collaboration with MCRWPA and other stakeholders:
2.3.4.1 The Contractor shall establish working partnerships with MCRWPA and other
appropriate entities to facilitate the efficient and accurate processing of eligibility
applications and renewals, complaints, and appeals.
2.3.4.2 The Contractor’s staff, especially key personnel, shall meet with and be
accessible to MCRWPA staff on a mutually agreeable and regularly scheduled
Page 25 of 39

SERIAL PH RFP 210225
basis as well as any other times as may be needed.
2.3.5 Training Program:
2.3.5.1 The Contractor shall establish a training program that includes appropriate
training for its employees and when appropriate, MCRWPA staff. The Contractor
shall provide comprehensive initial training to new hires consisting of both
technical and programmatic training modules before assuming professional job
responsibilities. This shall include training on the MCRWPA program and its
relevant policies and procedures. Refresher and remedial training as required by
programmatic and operational changes and updates, as well as those identified
through employee performance discrepancies shall also be included. The
Contractor shall also conduct annual staff trainings regarding Cultural Sensitivity
and The Health Insurance Portability Act (HIPAA) privacy and security
requirements. Additionally, Contractor employees who have access to any system
or eligibility related data will be required to participate in an annual certification
process conducted by the Maricopa County Ryan White Part A Program.
2.3.5.2 During the transition period, the Maricopa County Ryan White Part A Program
will provide initial training to the Contractor on the Maricopa County Ryan White
Part A Program eligibility requirements and the use of the CAREWare system and
coordinate with AHCCCS for training and use of the Health-e-Arizona System to
be used by the Contractor for purposes of this contract. After this initial training,
the Contractor shall be responsible for coordinating with the Ran White Part A
Program and AHCCCS for ongoing training on the respective systems used by
the Contractor under this contract.
2.3.5.3 The Contactor shall maintain documentation of training in a central file. The
Contractor shall be responsible for the cost related to training the Contractor’s
staff to perform tasks specified by the Scope of Work.
2.4 QUALITY MANAGEMENT:
2.4.1 The Contractor shall participate in the Quality Management activities.
2.4.2 The Contractor shall utilize and adhere to the most current Standards of Care as developed
by the Phoenix Eligible Metropolitan Area Planning Council.
2.4.3 The Contractor shall develop and implement an agency-specific quality management plan
for Ryan White Part A-funded services. The Contractor shall conduct Quality
Improvement projects at the agency level utilizing the Plan-Do-Study-Act (PDSA) model.
2.4.4 The Contractor shall participate in Quality Improvement projects and report data per the
timeline established with the County. Additionally, the Contractor shall report quality
outcome measures established by the County per the reporting schedule.
2.4.5 The Contractor shall participate in the Quality Management activities of the Clinical
Quality Management Committee as requested by the County.
2.4.6 The Contractor shall conduct and provide documentation of quality assurance and
improvement activities, including maintenance of client satisfaction surveys and other
mechanisms as designated by the County.
2.4.7 The Contractor shall maintain a comprehensive unduplicated client level database of all
eligible clients served as well as demographic and service measures required and submit
this information in the format and frequency as requested by the County. The County will
make available to the Contractor software for the collection of this information
(CAREWare).
Page 26 of 39

SERIAL PH RFP 210225
2.4.8 The Contractor will maintain consent to serve forms signed by the clients to gain
permission to report their data to County, State and Federal authorized entities and to view
their records as a part of site visits and quality management review activities.
2.4.9 The Contractor will participate in Quality Management trainings sponsored by the County
which are deemed mandatory. The Contractor understands that non-participation in these
types of activities may result in non-compliance with the Standards of Care as mandated
by the Ryan White Act. Further, such non-participation in Quality Management trainings
could result in prompting a performance monitoring site visit.
2.5 REPORTING REQUIRMENTS:
2.5.1 The Contractor agrees to submit monthly invoices as defined in the Invoice and Payments
section of this agreement.
2.5.2 The Contractor agrees to submit any administrative, programmatic, quality, and/or fiscal
reports requested and at the due date defined by the department.
2.5.3 The Contractor agrees to comply with and submit annual and semi-annual client-level and
provider-level data as required by HRSA by the due date(s) defined by the department.
2.5.4 The Contractor agrees to comply with ARS § 36-621, reporting contagious diseases. Any
employee, subcontractor, or representative of the Contractor providing services under this
contract shall follow the requirements of this law. Specifically, a person who learns that a
contagious, epidemic or infectious disease exists shall immediately make a written report
of the particulars to the appropriate board of health or health department. The report shall
include names and residences of persons afflicted with the disease. If the person reporting
is the attending physician he shall report on the condition of the person afflicted and the
status of the disease at least twice each week.
2.6 APPLICANT ELIGIBILITY:
2.6.1 Eligible applicants for awards under this solicitation include public or non-profit health
and social services providers, and other non-profit community organizations, medical
care providers, community-based organizations, HIV/AIDS service organizations,
academic entities, and city, county, state, federal governmental units. The CARE Act
Amendments of 1996 provide for contracting with for-profit entities under certain limited
circumstances. Specifically, the amendments allow Part A funds to be used to provide
direct financial assistance through contracts with private for-profit entities if such entities
are the only available provider of quality HIV care in the area (Sec 2604(b) (2) (A);
Section 2631(a) (1). Contractors are prohibited from serving as conduits to pass on their
awards to for-profit entities. To better serve Persons Living with HIV/AIDS
(PLWHA) within the EMA, the Maricopa County Ryan White Part A Program
reserves the right, at its discretion, to issue multiple contracts within a service
category pursuant to this Request for Proposal.
2.6.2 All services must be directed to enhance the delivery of services to persons living with
HIV, and, in limited, restricted instances, their families. These funds may not be used for
prevention services.
2.6.3 Joint proposals from coalitions of agencies and organizations are allowable. However, if
a lead agency (prime contractor) is proposing to sub-contract with another agency to
perform more than 50% of the deliverables, the proposal must provide sufficient
information regarding the qualifications of the sub-contracting agency.
Page 27 of 39

SERIAL PH RFP 210225
2.6.4 In all cases, a lead agency (as prime Contractor) must be identified. All proposals in
response to this RFP which include the use of subcontractors must be submitted by a lead
agency, with the approach to use the subcontractor(s) clearly outlined in their proposal.
2.6.5 Contractor must have documented evidence to substantiate referral relationships on an
ongoing basis. All officers must submit any written agreements with other
organizations/entities that serve the community of persons living with HIV and are 1)
service providers and/or 2) points of entry or access to HIV services. All officers are
strongly encouraged to include copies of such agreements, detailing each
agencies/organization’s roles and responsibilities, with each application.
2.6.6 The use of subcontractors and/or consultants must be pre-approved by the Maricopa
County Ryan White Part A Program. If approved, the Contractor agrees to use written
agreements which conform to Federal and State laws, regulations and requirements of
this proposal appropriate to the service or activity defined by this RFP. These provisions
apply with equal force to the subcontract as if the subcontractor were the Contractor
referenced herein. The Contractor is responsible for the performance of this contract
regardless of whether or not a subcontract is used. The lead agency (Contractor) will
submit a copy of each executed subcontract to the RWPA within fifteen (15) days of its
effective date.
2.6.7 All proposals in response to this RFP which include the use of subcontractors must
clearly state and document the details of the subcontract agreement. This will include a
scope/intent of work for both the lead agency and all subcontracts proposed. The scope
of the proposal must clearly identify the services to be provided by all parties for the
proposal. Additionally, all subcontract agreements proposed must include a detailed
budget and narrative, identifying all administrative costs, as defined in the
“Administrative Costs” section of this RFP. Subcontracts will be restricted to no more
than ten percent of the budget proposed.
2.7 CERTIFICATION OF CLIENT ELIGIBILITY:
2.7.1 The Contractor agrees to determine and certify eligibility of all clients seeking services
supported by Ryan White funds, according to the requirements detailed in the Arizona
Ryan White Parts A, B and ADAP Eligibility Policies.
2.7.2 The Contractor agrees to have billing, collection, co-pay and sliding fee policies and
procedures that do not deny clients services for non-payment, inability to produce income
documentation, or require full payment prior to service, or include any other barriers to
service based on ability to pay.
2.7.3 If the Contractor charges clients for services, the Contractor agrees to charge and
document client fees collected in accordance with their sliding fee schedule. This fee
schedule shall be consistent with current federal guidelines. This fee schedule must be
published and made available to the public. If charging fees, the Contractor must have a
fee discount policy, sliding fee schedule, and sliding fee eligibility applications. The
Contractor must track fees charged and paid by clients. The Contractor must have a fee
discount policy that includes client fee caps, including:
2.7.3.1 Clear responsibility for annually evaluating clients to establish individual fees
and caps.
2.7.3.2 Tracking of Part A charges or medical expenses inclusive of enrollment fees,
deductibles, and co-payments.
2.7.3.3 A process for alerting the billing system that client has reached the cap and no
further charges will be charged for the remainder of the year.
2.7.3.4 Documentation of policies, fees, and implementation, including evidence that
staff understand those policies and procedures.
Page 28 of 39

SERIAL PH RFP 210225
2.7.3.5 Contractor must have a process for charging, obtaining, and documenting client
charges through a medical practice information system, either manually or
electronically.
The chart below shall be followed when developing the fee schedule:
Client Income Fees For Service
Less than or equal to 100% of No fees or charges to be imposed
the official poverty line
Greater than 100%, but not Fees and charges for any calendar year may
exceeding 200%, of the official not exceed 5% of the client’s annual gross
poverty line income
Greater than 200%, but not Fees and charges for any calendar year may
exceeding 300%, of the official not exceed 7% of client’s annual gross
poverty line income
Greater than 300% of the Fees and charges for any calendar year may
official poverty line not exceed 10% of client’s annual gross
income
2.8 PROGRAM MARKETING INITIATIVES:
2.8.1 When issuing statements, press releases, and/or Internet-based or printed documents
describing projects, programs, and/or services funded in whole or in part with Health
Resources and Services Administration (HRSA) funding the following verbiage must be
used. “This [project/publication/program/website] [is/was] supported by the Health
Resources and Services Administration (HRSA) of the U.S. Department of Health and
Human Services (HHS) as part of an award totaling $XX with xx percentage financed
with non-governmental sources. The contents are those of the author(s) and do not
necessarily represent the official views of, nor an endorsement, by HRSA, HHS, or the
U.S. Government.” Such references to funding source must be of sufficient size to be
clear and legible.
2.8.2 Contractor is responsible for advertising Ryan White Part A-funded services. Such
advertisement is to promote/incorporate the following components: Services available,
venues/locations, and hours of operation. The content of any and all advertising for these
services must be in a format allowed by Local, State and Federal regulations and shall
contain the funding language referenced in this contract section.
2.8.3 Contractor is responsible to ensure that all appropriate program descriptions, including
hours and locations, and any changes related to these services are disseminated to the
community and other Ryan White providers to ensure that clients have access to care.
The Contractor shall be able to document and explain this communication process to the
Administrative Agent upon request.
2.9 OTHER REQUIREMENTS:
2.9.1 Contractor shall comply with all policies and procedures as defined in the current Ryan
White Part A Policies and Procedures Manual.
2.9.2 Contractor will maintain discrete client files for all individuals served and will secure the
necessary releases of information to allow for review of all pertinent client information
by employees of County and/or their designated representatives.
Page 29 of 39

SERIAL PH RFP 210225
2.9.3 Contractor shall respond to all requests for information and documentation solicited by
County when they are submitted in writing no later than 72 hours of receipt of the
request.
2.9.4 Contractor shall participate in a standardized anonymous Consumer Satisfaction Survey
issued to all program participants at least once during the contract year.
2.9.5 Contractor’s service locations shall be accessible by public transportation. If service
locations are not accessible by public transportation, the Contractor shall have policies
and procedures in place that describe how it will provide transportation assistance to
clients.
2.9.6 Contractors providing Medicaid eligible services shall be certified to receive Medicaid
payments or receive a waiver from the U.S. Secretary of Health and Human Services.
The Contractor shall document efforts to receive certification or waiver and when
certified, maintain proof of certification and file of contracts with Medicaid insurance
companies.
2.10 INFORMATION AND COMMUNICATION SYSTEMS:
2.10.1 RWPA requires the installation and utilization of HRSA-supplied Ryan White
CAREWare software. CAREWare is used for client level data reporting and monthly
billing reports, demographic reports, and various custom reporting. The Contractor
agrees to install, collect, and report all data requested by the RWPA via CAREWare
within sixty (60) calendar days of request by the RWPA. The Contractor agrees to
participate in technical assistance training and/or informational presentations for
CAREWare at various times scheduled during the contract year.
2.10.2 The Contractor is responsible for coordinating the installation of the CAREWare
software with their internal information technology staff. CAREWare software is
developed by HRSA and requires no licensing fees.
2.10.3 The Ryan White Part A office will provide technical assistance to eligible applicants for
the implementation, configuration and end user support for the CAREWare database. In
addition, technical assistance is made available to eligible applicants to integrate
CAREWare with proprietary in-house billing systems on an as needed basis to minimize
data entry efforts needed to report client level demographic and service-related data.
2.10.4 The Contractor shall comply with all Health Insurance Portability Accountable Act
(HIPAA) privacy and security compliance regulations, e.g., assignment and review of
user IDs, requiring passwords, protecting Private Health Information. The Contractor
shall also establish a secure e-mail system for confidential correspondence with
stakeholders.
Contractor’s Response:
TBD
Page 30 of 39

SERIAL PH RFP 210225
EXHIBIT D
MARICOPA COUNTY
By and Through its
Department of Public Health (MCDPH)
BUSINESS ASSOCIATE AGREEMENT
This Agreement sets out the responsibilities and obligations of_________________________, (“Business
Associate” or “Associate”) as a business associate of MARICOPA COUNTY, a covered entity, under the
Health Insurance Portability and Accountability Act (“HIPAA”), the Health Information Technology for
Economic and Clinical Health (“HITECH”) Act, and pursuant to the Contract or Engagement Letter between
Associate and MARICOPA COUNTY.
MARICOPA COUNTY may make available and/or transfer to Associate Protected Health Information
(“PHI”) of individuals in conjunction with Services, which Associate will use or disclose only in accordance
with this Agreement. Associate and MARICOPA COUNTY agree to the terms and conditions of this
Agreement in order to comply with the use and handling of PHI under the HIPAA Standards for Privacy of
Individually Identifiable Health Information, 45 C.F.R. Part 160 and Part 164, Subpart E (“Privacy
Standards”) and the HIPAA Security Standards, 45 C.F.R. Part 160 and Part 164, Subpart C (“Security
Standards”), both as amended from time to time. Unless otherwise provided, all capitalized terms in this
Agreement will have the same meaning as provided under the Privacy Standards and Security Standards.
Associate and MARICOPA COUNTY will comply with the terms of this Agreement for the duration of the
Contract or Engagement Letter and for such other continuing periods as provided in this Agreement. Upon
the compliance date of any final regulation or amendment to final regulation promulgated by the Secretary
of Health and Human Services that affects Associate’s use or disclosure of PHI, the parties agree to take
such reasonable action as is necessary to amend this Agreement in order for MARICOPA COUNTY to
comply with such final regulation or amendment to final regulation.
Definitions for terms in this Agreement:
1. Business Associate or Associate means an entity that performs or assists in the performance of a
function on behalf of a Covered Entity, which involves the use, or disclosure of Individually
Identifiable Health Information as defined in 45 C.F.R. § 160.103. In addition, an Associate can be
an entity that provides data transmission services to a Covered Entity, is more than a mere conduit
of information, and allows a Covered Entity to access the maintained information in a manner
beyond a random or infrequent basis. The terms “Business Associate”, “Associate” and
“Contractor” are synonymous. Notwithstanding this definition, if Contractor does not have access
to or create Protected Health Information under this Contract, Contractor is not an Associate, and
the terms of this Agreement do not apply to Contractor.
2. Contractors of Business Associate means a person or an entity to whom an Associate delegates a
function, activity, or service that the Associate has agreed to perform for a Covered Entity. A
contractor of an Associate which creates, receives, maintains, or transmits personal health
information on behalf of the business associate is itself a Business Associate and therefore will
comply with the terms of this Agreement. For purposes of this Agreement the term “Contractor”
includes the Contractor, its employees, its subcontractors and its agents.
Page 31 of 39

SERIAL PH RFP 210225
3. Protected Health Information (“PHI”) means the health information that is created or received by a
Covered Entity; and relates to the physical condition, mental health or other health condition of an
Individual, or to the provision of health care to the Individual (including but not limited to the payment
for such health care); and identifies or can be used to identify the Individual as defined in 45 C.F.R.
§ 160.103.
4. Individual shall have the meaning set forth in 45 CFR §160.103, including a person who is the subject
of the Protected Health Information, and shall include an individual or entity who qualifies as a
personal, legal representative of the person, as the context requires.
5. Privacy Rule shall mean the Standards for Privacy of Individually Identifiable Health Information at 45
CFR Parts 160 and 164, Subparts A and E, as may be amended, modified or superseded, from
time to time.
6. Security Rule shall mean the Standards for Security of Individually Identifiable Electronic Health
Information at 45 CFR Parts 160 and 164, Subparts A, C and E, as may be amended, modified or
superseded, from time to time.
7. Breach shall mean the acquisition, access, use or disclosure of Protected Health Information in a
manner not permitted by the HIPAA Privacy Rule, that compromises the security or privacy of the
Protected Health Information as defined, and subject to the exception given to such term in 45
C.F.R. § 164.402.
8. Breach Notification Rule shall mean the interim final rule related to breach notification for unsecured
protected health information at 45 C.F.R. Parts 160 and 164.
9. Covered Entity shall have the meaning given to such term in 45 C.F.R. § 160.103.
10. Designated Record Set shall have the meaning given to such term under the Privacy Rule at 45
C.F.R. § 164.501.
11. Security Incident shall have the meaning given to such phrase under the Security Rule at 45 C.F.R.
§ 164.304.
12. Unsecured PHI shall have the meaning given to such phrase under the Breach Notification Rule at
45 C.F.R. § 164.402.
13. Electronic Protected Health Information or ePHI shall have the same meaning given to such term
under the Security Rule, including, but not limited to, 45 C.F.R. § 160.103.
14. Electronic Media shall have the same meaning given to such term in 45 C.F.R. § 160.103.
15. Health Information Technology for Economic and Clinical Health (HITECH) Act, as codified at 42
U.S.C. §§ 17921-17954.
16. Secretary shall mean the Secretary of the Department of Health and Human Services or his or her
designee.
It is agreed by and between the parties that:
1. Uses and Disclosures of Protected Health Information. Associate will use and disclose PHI only
for those purposes necessary to perform its duties, obligations and functions under the Contract, or as
otherwise expressly permitted in this Agreement or as required by other law.
a. Associate will not use or further disclose any PHI in violation of this Agreement.
b. Associate may use PHI to perform data aggregation services as permitted by 45 C.F. R. §
164.504(e) (2) (i) (B).
Page 32 of 39

SERIAL PH RFP 210225
c. Associate agrees that anytime it provides PHI received from MARICOPA COUNTY to a
Contractor, its employees, subcontractor, or agent to perform Services for MARICOPA
COUNTY, Associate first will enter into a contract with such Contractor, employees,
subcontractor or agent that contains the same terms, conditions, and restrictions on the use and
disclosure of PHI as contained in this Agreement.
d. If Associate maintains a Designated Record Set, MARICOPA COUNTY will provide Associate
with copies of applicable policies and procedures, which the Associate will comply with as
related to an individual’s right to access PHI; request an amendment to PHI; request confidential
communications of PHI; or request an accounting of disclosures of PHI.
2. Associate Use or Disclosure of Protected Health Information for its Own Purposes. Associate
may use or disclose PHI received from MARICOPA COUNTY for Associate’s management and
administration, or to carry out Associate’s legal and contractual responsibilities. Associate may
disclose PHI received from MARICOPA COUNTY to a third party for such purposes only if:
a. The disclosure is required by law; or
b. Associate secures written assurance 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.
c. Associate may use and disclose de-identified health information, if (i) the use is disclosed to
MARICOPA COUNTY and permitted by MARICOPA COUNTY in its sole discretion, (ii) that the
de-identification is in compliance with 45 C.F.R. § 164.502(d), and (iii) the de-identified health
information meets the standard and implementation specifications for de-identification under 45
C.F.R. § 164.514(a) and (b).
d. Associate shall use and disclose PHI only to the extent reasonably necessary to accomplish the
intended purpose of such PHI.
3. Safeguards. Associate will implement and maintain appropriate safeguards to prevent any use or
disclosure of PHI not otherwise permitted in this Agreement.
a. Associate also will implement administrative, physical and technical safeguards to protect the
confidentiality, integrity, and availability of any electronic protected health information (“e-PHI”),
if any, that Associate creates, receives, maintains, and transmits on behalf of MARICOPA
COUNTY.
b. Upon request of MARICOPA COUNTY, Associate will provide evidence to MARICOPA
COUNTY that these safeguards are in place and are properly managed.
4. Reports of Improper Use or Disclosure of Secure or Unsecure Protected Health Information
and of Security Incidents and Breaches. Associate will report in writing to MARICOPA COUNTY
any use or disclosure of PHI, including any breach, not permitted by the contract between Associate
and MARICOPA COUNTY within five (5) days of Associate’s learning of such use, disclosure or breach
or within five (5) days following the exercise of reasonable diligence would have known of the improper
use, disclosure, or breach.
5. Mitigation of potential harmful effects. Associate shall mitigate all potential harmful effects of a use
or disclosure of Protected Health Information by Business Associate in violation of the requirements
of this Agreement. Immediately following the Associate’s discovery of a Breach (or upon the
Associate’s reasonable belief that a Breach has occurred), Associate shall provide MARICOPA
COUNTY with sufficient information to permit MARICOPA COUNTY to comply with the Breach
notification requirements set forth at 45 C.F.R. §164.400 et seq.
a. Specifically, if the following information is known to (or can be reasonably obtained by) the
Associate, Associate will provide to MARICOPA COUNTY all available information that
Page 33 of 39

SERIAL PH RFP 210225
MARICOPA COUNTY is required to include in its notification to the individual pursuant to the
Breach Notification Rule, including but not limited to:
i. contact information for individuals who were or who may have been impacted by the
Breach (e.g., first and last name, mailing address, street address, phone number, email
address);
ii. a brief description of the circumstances of the Breach, including the date of the Breach, the
date of discovery of the Breach, and the identity of who accessed and received the
Unsecured PHI;
iii. a description of the types of unsecured PHI involved in the Breach (e.g., names, social
security number, date of birth, address(s), account numbers of any type, disability codes,
diagnostic and/or billing codes and similar information);
iv. a brief description of what the Associate has done or is doing to investigate the Breach,
mitigate harm to the individual impacted by the Breach, and protect against future
Breaches; and
v. contact information for a liaison appointed by the Associate with whom MARICOPA
COUNTY may ask questions and learn additional information concerning the Breach.
b. Following a Breach, Associate will have a continuing duty to inform MARICOPA COUNTY of
new information learned by Associate regarding the Breach, including but not limited to the
information described in items (1) through (5), above.
c. Associate also will report in writing to MARICOPA COUNTY any Security Incident (successful
or unsuccessful) of which Associate becomes aware within five (5) business days of Associate
learning of such use or disclosure.
Specifically, Associate will report to MARICOPA COUNTY any unauthorized access, use,
disclosure, modification, or destruction of e-PHI or interference with system operations in an
information system containing e-PHI of which Associate becomes aware, provided that:
i. such reports will be provided only as frequently as the parties mutually agree, but no more
than once per month; and
ii. if the definition of “Security Incident” under the Security Standards is amended to remove
the requirement for reporting “unsuccessful” attempts to use, disclose, modify or destroy
e-PHI, the portion of this Section 5 addressing the reporting of unsuccessful, unauthorized
attempts will no longer apply as of the effective date of such amendment.
6. Obligations Regarding Associate Personnel. Associate will appropriately inform all of its
employees, agents, representatives, members of its workforce, and Contractors, its employees,
subcontractors, or agents of Associate (“Associate Personnel”), whose services may be used to satisfy
Associate’s obligations under the Contract and this Agreement of the terms of this Agreement.
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 Agreement. Associate will maintain a system of sanction for any Associate Personnel who
violates this Agreement.
7. Access to Protected Health Information.
a. MARICOPA COUNTY Access. Within five (5) business days of a request by MARICOPA
COUNTY for access to PHI received from MARICOPA COUNTY, Associate will make requested
PHI available to MARICOPA COUNTY.
b. Patient Access. If a Patient requests access to PHI directly from Associate, Associate will
within five (5) business days forward such request in writing to MARICOPA COUNTY.
MARICOPA COUNTY will be responsible for making all determinations regarding the grant or
Page 34 of 39

SERIAL PH RFP 210225
denial of a Patient’s request for PHI and Associate will make no such determinations. Only
MARICOPA COUNTY will release PHI to the Patient pursuant to such a request.
8. Amendment of Protected Health Information.
a. MARICOPA COUNTY Request. Within five (5) business days of receiving a request from
MARICOPA COUNTY to amend an individual’s PHI received from MARICOPA COUNTY,
Associate will provide such information to MARICOPA COUNTY for amendment. Alternatively,
if MARICOPA COUNTY 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 the MARICOPA COUNTY request.
b. Individual Request. If an individual makes a request for amendment directly to Associate,
Associate will forward within five business days such request in writing to MARICOPA COUNTY.
MARICOPA COUNTY will be responsible for making all determinations regarding amendments
to PHI and Associate will make no such determinations.
9. Accounting of Disclosures; Requests for Disclosure.
a. Disclosure Records. Associate will keep a record of any disclosure of PHI received from
MARICOPA COUNTY that Associate makes to its employees, subcontractors, and agents, or
other third parties other than:
(1) Disclosures to health care providers to assist in the treatment of patients;
(2) Disclosures to others to assist MARICOPA COUNTY in paying claims;
(3) Disclosures to others to assist MARICOPA COUNTY in conducting its health care
operations, as defined in 45 C.F.R. § 164.501; or
(4) Disclosures made pursuant to an individual’s Authorization.
Associate will maintain this disclosure record for six (6) years from the termination of this Agreement.
Associate also agrees to maintain necessary and sufficient documentation of Disclosures of Protected
Health Information as would be required for MARICOPA COUNTY to respond to a request by an individual
for an accounting of Disclosures, in accordance with 45 CFR 164.528.
b. Data Regarding Disclosures. For each disclosure for which it is required to keep a record
under paragraph 8(a), Associate will record and maintain the following information:
(1) The date of disclosure;
(2) The name of the entity or person who received the PHI, and, the address of such entity or
person, if known.
(3) A description of the PHI disclosed; and
(4) A brief statement of the purpose of the disclosure.
c. Provision to MARICOPA COUNTY. Associate will provide to MARICOPA COUNTY its record
of disclosures under paragraph 8(a), if any, within thirty days of each disclosure. Within five
business days of receiving a notice from MARICOPA COUNTY of an individual’s request for an
accounting, Associate also will provide to MARICOPA COUNTY its disclosure record.
d. Patient Request to Associate. If a Patient requests and accounting of disclosures directly
from Associate, Associate will forward the request to MARICOPA COUNTY within five (5)
business days of Associate’s receipt of the request and will make its records of disclosures
available to MARICOPA COUNTY as otherwise provided in this Section. MARICOPA COUNTY
will be responsible to prepare and for delivery of the records of disclosure to the Patient.
Associate will not provide an accounting of its disclosure directly to the Individual.
Page 35 of 39

SERIAL PH RFP 210225
10. Notice of Privacy Practices. MARICOPA COUNTY shall provide Associate a copy of its Notice of
Privacy Practices (“Notice”) in accordance with 45 C.F.R. § 164.520 as well as any changes to the
Notice. If MARICOPA COUNTY’ Notice specifically affects Associate’s use or disclosure of PHI,
MARICOPA COUNTY shall inform Associate of the specific limitations. Associate shall abide by the
limitations of MARICOPA COUNTY’ Notice that affects its use or disclosure of PHI of which it has been
specifically informed. Any use or disclosure permitted by this Agreement may be amended by changes
to MARICOPA COUNTY’ Notice if MARICOPA COUNTY specifically informs Associate of the
amendment: provided, however, that the amended Notice shall not affect permitted uses and
disclosures on which Associate relied prior to receiving notice of such amended Notice.
11. Access to Books and Records.
a. MARICOPA COUNTY Access. Associate will, within five (5) business days of MARICOPA
COUNTY written request, make available during normal business hours at Associate’s offices,
all records, books, agreements, policies and procedures relating to the use or disclosure of PHI
received from MARICOPA COUNTY for the purpose of allowing MARICOPA COUNTY or its
agents or auditors to determine Associate’s compliance with this Agreement.
b. Government Access. Associate will make its internal practices, books, and records relating to
the use and disclosure of PHI received from, or created or received by Associate on behalf of,
MARICOPA COUNTY available to the Secretary of the Department of Health and Human
Services to the extent required for determining compliance with the Privacy Standards.
Notwithstanding this provision, no attorney-client, accountant-client or other legal privilege will
be deemed waived by Associate or MARICOPA COUNTY as a result of this Section.
12. Termination. MARICOPA COUNTY may immediately terminate the Contract, if any and this
Agreement upon written notice to Associate if MARICOPA COUNTY determines that the Associate or
subcontractor(s) or agent(s) of Associate has breached a material term of this Agreement.
Alternatively, MARICOPA COUNTY may elect to provide Associate with written notice of Associate’s
or subcontractor(s)’ or agent(s)’ of Associate breach of any term or condition of this Agreement and
afford Associate the opportunity to cure the breach to the satisfaction of MARICOPA COUNTY within
thirty (30) days of the date of such notice. If Associate fails to timely cure the breach, as determined
by MARICOPA COUNTY at its sole discretion, MARICOPA COUNTY may terminate the Contract and
this Agreement.
13. Return or Destruction of Protect Health Information.
a. Return of PHI; Destruction. Within thirty (30) days of termination of the Contract or this
Agreement, Associate will return to MARICOPA COUNTY all PHI received from MARICOPA
COUNTY or created or received by Associate on behalf of MARICOPA COUNTY that Associate
maintains in any form or format. Associate will not maintain or keep in any form or format any
portion of such PHI. Alternatively, Associate may, upon MARICOPA COUNTY written consent,
destroy all such PHI and provide written documentation of such destruction. The requirement
to return or destroy such PHI will apply to all agents or subcontractors of Associate. Associate
will be responsible for recovering any PHI from such agents or subcontractors. If Associate
cannot obtain the PHI from any agent or subcontractor, Associate will so notify MARICOPA
COUNTY and will require that such agents or subcontractors directly return PHI to MARICOPA
COUNTY or otherwise destroy such PHI, subject to the terms of this Section.
b. Alternative Measures. If Associate believes that returning or destroying PHI at the termination
of the Contract or this Agreement is infeasible, it will provide written notice to MARICOPA
COUNTY within five (5) business days of the effective date of termination of this Agreement.
Such notice will set forth the circumstances that Associate believes makes the return or
destruction of PHI infeasible and the alternative measures that Associate recommends for
assuring the continued confidentiality and security of the PHI. MARICOPA COUNTY promptly
will notify Associate of whether it agrees that the return or destruction of PHI is infeasible. If
MARICOPA COUNTY agrees that return or destruction of PHI is infeasible, Associate agrees
Page 36 of 39

SERIAL PH RFP 210225
to extend all protections, limitations and restrictions of this Agreement to Associate’s use or
disclosure of PHI retained after termination of this Agreement and to limit further uses or
disclosures to those purposes that make the return or destruction of the PHI infeasible. Any
such extended protections, limitations and restrictions will apply to any agents or subcontractors
of Associate for whom return or destruction of PHI is determined by MARICOPA COUNTY to
be infeasible. If MARICOPA COUNTY does not agree that the return or destruction of PHI from
Associate or its agents or subcontractors is infeasible, MARICOPA COUNTY will provide
Associate with written notice of its decision, and Associate, its agents and subcontractors will
proceed with the return or destruction of the PHI pursuant to the terms of this Section within
fifteen (15) days of the date of MARICOPA COUNTY notice.
14. Restrictions on Use or Disclosure of Protected Health Information. If MARICOPA COUNTY
advises Associate of any changes in, or restrictions to, the permitted use or disclosure of PHI received
from MARICOPA COUNTY, Associate will restrict the use or disclosure of such PHI consistent with
the MARICOPA COUNTY instructions.
15. Mitigation Procedures. Associate agrees to have procedures in place for mitigating, to the maximum
extent practicable, any deleterious effect from the use or disclosure of PHI received from MARICOPA
COUNTY in a manner contrary to this Agreement or the Privacy Standards.
16. Compliance with the HITECH Act. Associate will comply with the requirements of Title XII, Subtitle
D of the Health Information Technology for Economic and Clinical Health (HITECH) Act, codified at 42
U.S.C. §§ 17921-17954, which are applicable to Associates, and will comply with all regulations issued
by the Department of Health and Human Services (HHS) to implement these referenced statutes, as
of the date by which Associates are required to comply with such referenced statutes and HHS
regulations.
a. Associate will also comply with Section 13402 of the HITECH Act, codified at 42 U.S.C. § 17932,
and with all regulations issued by HHS to implement this statute, as of the date by which
Associates are required to comply with such referenced statutes and HHS regulations.
Associate will make a report to the MARICOPA COUNTY of any breach of unsecured protected
health information, as required by 42 U.S.C. § 17932(b), within five (5) business days of
Associate’s discovery of the breach. Associate will indemnify MARICOPA COUNTY for any
reasonable expenses MARICOPA COUNTY incurs in notifying individuals of a breach caused
by Associate or its subcontractors or agents.
17. Miscellaneous.
a. Compliance with Laws. The Parties acknowledge that state and federal laws relating to
electronic data security and privacy are rapidly evolving and that amendment of this Agreement
may be required to ensure compliance with such developments. Should such developments
occur, and upon either Party’s good faith request, the other Party agrees to enter good faith
negotiations concerning the terms of an amendment to this Agreement.
b. Construction of Terms. The terms of this Agreement will be construed in light of any applicable
interpretation or guidance on the Privacy Standards and Security Standards issued by the
Department of Health and Human Services and other applicable state or federal laws, rules and
regulations as amended from time to time.
c. No Third-Party Beneficiaries. Nothing in this Agreement will confer upon any person other
than the parties and their respective successors or assigns, any rights, remedies, obligations,
or liabilities, whatsoever.
d. Assignment of Rights and Delegation of Duties. This Agreement is binding upon and inures
to the benefit of the Parties hereto and their respective successors and permitted assigns.
However, neither Party may assign any of its rights or delegate any of its obligations under this
Agreement without prior written consent of the other Party, which consent shall not be
unreasonable withheld or delayed. Notwithstanding any provisions to the contrary, however,
Page 37 of 39

SERIAL PH RFP 210225
MARICOPA COUNTY retains the right to assign or delegate any of its rights and obligations
hereunder to any of its wholly owned subsidiaries, affiliates or successor companies.
Assignments made in violation of this provision are null and void.
e. No Waiver. Failure or delay on the part of either Party to exercise any right, power, privilege or
remedy hereunder shall not constitute a waiver thereof. No provision of this Agreement may be
waiver by either Party except by a writing signed by an authorized representative of the Party
making the waiver.
f. Severability. The provisions of this Agreement shall be severable, and if any provision of this
Agreement shall be held or declared to be illegal, invalid or unenforceable, the remainder of this
Agreement shall continue in full force and effect as though such illegal, invalid or unenforceable
provision had not been contained herein.
g. Entire Agreement. This Agreement constitutes the entire agreement between the parties with
regard to the Privacy Standards and Security Standards, there are no understandings or
agreements relating to this Agreement that are not fully expressed in this Agreement and no
change, waiver or discharge of obligations arising under this Agreement will be valid unless in
writing and executed by the party against whom such change, waiver or discharge is sought to
be enforced.
h. Written Agreement. This Agreement is considered as an integral part of the underlying
Contract and is incorporated as though fully set forth within the Contract. This Agreement will
govern in the event of conflict or inconsistency with any provision of Contract.
i. Choice of Law. This Agreement and the rights and obligations of the parties hereunder shall
be governed by and construed under the laws of the State of Arizona, without regard to
applicable conflict of law principles.
j. Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original and when taken together shall constitute one agreement.
k. Facsimile and Electronic Signatures. Facsimile and electronic signatures shall be deemed
to be original signatures for all purposes of this Agreement.
l. Notices. Any notices required under this Agreement will be sent to the parties at the following
address by first class mail, fax or hand delivery:
Agreed to by Associate by:
ASSOCIATE MARICOPA COUNTY
_____________________________________ _________________________________
SIGNATURE DATE SIGNATURE DATE
_____________________________________ ________________________________
PRINT NAME AND TITLE PRINT NAME AND TITLE
Page 38 of 39

SERIAL PH RFP 210225
BUSINESS ASSOCIATE AGREEMENT
FOR RELEASE OF INFORMATION TO THIRD PARTIES
1. _______________________________ (“Associate”) is a business associate of MARICOPA COUNTY,
pursuant to the Agreement between Associate and MARICOPA COUNTY dated __________
(“Agreement”). Pursuant to that Agreement, Associate is required to comply with the requirements for
the use and handling of Protected Health Information (“PHI”) from MARICOPA COUNTY as set forth in
the Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. 164.501 et. seq. as
amended from time to time (“Privacy Standards”).
2. Associate is permitted to disclose PHI to _______________ (“Recipient”) for the necessary
management and administration of Associate and to carry out the legal responsibilities of the Associate,
provided that Recipient provides Associate with the following assurances for Recipient’s use and
disclosure of PHI.
3. Associate seeks to disclose PHI to Recipient for the following management, administration or legal
responsibilities of Associate:
4. The disclosure of PHI to Recipient is conditioned upon Recipient’s assurance that, and Recipient
agrees that it will:
a. Hold the PHI confidentially and make no re-disclosure to any third party without Associate’s express
advance written consent;
b. Use or disclose the PHI only as required by law or for the purposes set forth above; and
c. Notify Associate in writing of any breaches in the confidentiality of the PHI within three days of
discovery of any such breach.
ASSOCIATE RECIPIENT
_________________________________ _______________________________
SIGNATURE DATE SIGNATURE DATE
_____________________________________ ________________________________
PRINT NAME AND TITLE PRINT NAME AND TITLE
Page 39 of 39