AGRMT RE NFP IMPLEMENTATION RE NFP CO.PDF

NURSE-FAMILY PARTNERSHIP IMPLEMENTATION AGREEMENT
This Agreement (“Agreement”), for the period November 1, 2018, through October 31, 2021, is
by and between Maricopa County by and through its Department of Public Health, Office of
Family Health (“Agency”) and Nurse-Family Partnership a Colorado nonprofit corporation
(“NFP”), (together, the “Parties”).
RECITALS:
A. Whereas, the Nurse-Family Partnership® Program (the "Program") is an evidence-based
program developed on the basis of randomized controlled trial research to yield certain
benefits for low-income, first-time mothers and their children (“Program Benefits”).
B. Whereas, the Program Benefits can be described generally as helping low-income, first-time
mothers develop behaviors that enable them to have healthier pregnancies, be better
parents, have emotionally and physically healthier children, and attain greater economic
self-sufficiency.
C. Whereas, the Program implementation by Agency and Subcontractor(s) must be based
upon key parameters (“Model Elements”) identified through Research and refined based
upon the Program’s experience since 1997 and attached to this Agreement as Exhibit A,
Nurse-Family Partnership Model Elements.
D. Whereas Agency desires and intends to implement the Program to serve low-income, first-
time mothers in Agency’s geographic area, and to represent itself to the public and be
known to the public as affiliated with the Nurse-Family Partnership Program.
E. Whereas, NFP desires and intends to operate in the best interests of mothers and children
and to guide and support the Program implementation process in a manner that will help the
Agency obtain Program Benefits for the mothers and children that Agency and
Subcontractor(s) serve.
F. Whereas, Agency desires and intends to implement the Program through one or more
approved Subcontractor(s) (“Subcontractor(s)”), which are listed in Exhibit B, Approved
Implementation Subcontractor(s).
G. Accordingly, the Parties wish to enter into this Agreement to memorialize the mechanisms
and means by which Agency and Subcontractor(s) shall implement the Program and NFP
shall support such implementation. The Parties intend to remain in a contractual
relationship for the period described in Section V herein and thereafter, so long as funding is
available to both Parties for this purpose.
AGREEMENT:
In consideration of the foregoing recitals, which are incorporated herein, and for other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
Parties agree as follows:
I. DEFINITIONS.
A. Agreement-Specific Definitions. In addition to terms defined above and elsewhere in this
Agreement, the following terms shall have the meanings set forth below:
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1. “Subcontractor(s)” means an entity which implements the Program under the
direction of the Agency and under the terms of a contract between Agency and such
entity.
2. “NFP Data Collection System” or “NFP DCS” means the software system that NFP
makes available to Agency, into which designated, NFP-approved Agency personnel
enter data collected about Clients and the Program, and from which the Parties can
obtain reports to help manage and evaluate program implementation and results.
3. “Administrator” means a person with fiscal and quality oversight, operational
coordination responsibilities, and/or evaluation responsibility for the Program’s
management.
4. “Client” means a low-income, first-time mother who is enrolled in the Program
implemented by Agency.
5. “Effective Date” means the date first noted above and upon which this Agreement
becomes effective.
6. “Fidelity to the Model” means implementing the Program in a manner consistent with
the Model Elements and therefore maximizing the likelihood of achieving results
comparable to those measured in Research.
7. “Electronic Visit-to-Visit Guidelines™” or “E-Guidelines™” means NFP’s written
guidance for how a Nurse Home Visitor schedules and conducts visits with Clients
during the Clients’ participation in the Program.
8. “Location” means the work address of a Program Supervisor.
9. “Nurse Home Visitor” or “NHV” means a registered professional nurse employed by
Agency who spends at least 20 (twenty) hours per week, or .5FTE, whichever is
greater, delivering the Program to Clients.
10. “Program Supervisor” means a registered professional nurse who supervises up to
eight Nurse Home Visitors who implement the Program on behalf of Agency. A
Program Supervisor is also known and referred to as a “Nurse Supervisor.”
11. “Research” means any activity, including program evaluation and/or quality
improvement activities, (i) that would, according to Federal regulations, require
review by an Institutional Review Board (“IRB”), or (ii) that could be expected to yield
generalizable knowledge that could be shared publicly with the professional,
academic, and/or lay communities.
12. “Team” means a half- to full-time Program Supervisor and up to eight (8) Nurse
Home Visitors who report to the Program Supervisor.
13. “Implementing Agency” or “IA” means a private, state, or local organization
responsible for delivering the NFP Program within a specific geographical area.
14. “NFP Community Website” means the website hosted by the national office of NFP
at which Agency personnel may access resources related to the Program.
15. “Nurse Consultant” means a registered nurse provided by the National Service Office
(“NSO”) of NFP, who has been trained by the NSO and is qualified to consult with
Agency on matters related to the Program.
B. “Proprietary Property” means all of (i) the Program, including facilitators and handouts,
(ii) the Model Elements, (iii) the name “Nurse-Family Partnership” and the acronym
“NFP” when used in connection with the NFP Logo and the goodwill associated
therewith, (iv) all NFP Community Website and NFP DCS website content, and (v) the
copyrighted materials and other materials used in the Program as of the date hereof that
would be designated as protectable intellectual property under applicable law, including,
but not limited to, all modifications, additions, updates, and derivative works thereof and
all of the rights of NFP and its licensors associated with this property. Proprietary
Property shall also include, individually and collectively, all ideas, concepts, designs,
methods, inventions, modifications, improvements, new uses, and discoveries which are
conceived and/or made in the performance of the responsibilities stated under this
Agreement by one or more of Agency, Subcontractor, NFP, or its licensors, whether they
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are incorporated into the Program or the Proprietary Property. NFP and its licensors
reserve the right to modify the Proprietary Property from time to time in accordance with
collected data, Research, and current modalities of delivery of the Program and for any
other reason NFP or its licensors, in their sole and absolute discretion, deem
appropriate. NFP will provide Agency with reasonable notice of those modifications.
NFP and its licensors shall retain ownership and all rights to all Proprietary Property,
whether modified or not by Agency or Subcontractor.
C. General Application. Unless a clear contrary intention appears, words used with initial-
capitalized letters shall have the meanings set forth in this Agreement, and (i) the
singular includes the plural and vice versa, (ii) reference to any document means such
document as amended from time to time, (iii) "include” or “including” means including
without limiting the generality of any description preceding such term, and (iv) the term
“or” is not exclusive.
II. NFP OBLIGATIONS
A. NFP grants to Agency and Subcontractor(s) a non-exclusive limited right and license to
use the Proprietary Property for carrying out Agency’s obligations under this Agreement
in the geographic area within which Agency or Subcontractor(s) Nurse Home Visitors
serve Clients. Agency shall not use the Proprietary Property in connection with any
social impact bond or pay-for-success contract, including responses to solicitations for
such agreements, without NFP’s prior written consent. NFP reserves the right to modify
the Proprietary Property from time to time in accordance with the data, research, and
current modalities of delivery of the Program. NFP will provide reasonable notice of
those modifications as set forth in the Implementation Agreement. NFP shall retain
ownership and all the rights to any Proprietary Property, whether modified or not by any
Agency or Subcontractor(s). In any event, all software and NFP DCS Website content,
excluding Agency’s, Subcontractor(s)’, and other agencies’ data, shall remain the sole
property of NFP.
B. NFP will provide support to help Agency and Subcontractor(s) implement the Program
as described in Exhibit C, Nurse-Family Partnership Support for an Agency.
C. NFP reserves the right to communicate directly with Agency’s funders to report on
Agency’s progress, learn more about funding decisions, and be informed of actions that
may affect Agency’s clients.
D. NFP shall submit invoices to Agency for services provided to Agency and/or to
Subcontractor(s), listing a date of provision, a description of each such service, and
amounts based upon the fee schedule provided in Exhibit D, Fees for Nurse-Family
Partnership Services.
E. NFP may, from time to time, request that Agency collect additional data and/or
participate in Research initiated by NFP and intended to improve the NFP model or
implementation of the model. The decision as to whether to participate in such Research
is, however, entirely up to Agency. NFP may provide the public with information about
Agency’s NFP-related Research, publications, and presentation; provided, however, that
NFP will not identify Agency, directly or indirectly, without Agency’s prior written consent.
F. NFP, independently or jointly with Agency, may publish or present NFP-related
information or Program results in Research reports, books, book chapters, peer-
reviewed journal articles, and at academic or professional conferences, always giving
due credit to the Parties involved and recognizing the rights of the individuals doing the
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work. Notwithstanding anything to the contrary in the foregoing sentence, NFP will not
identify Agency, directly or indirectly, without Agency’s prior written consent.
G. NFP understands that pursuant to this Agreement, NFP and its employees may have
access to Clients’ Protected Health Information (“PHI”) and Agency's business
information. NFP acknowledges that this information has a high level of confidentiality,
and NFP and its employees agree to keep all information made available to its
employees confidential and not to disclose this information. NFP shall instruct its
employees/staff/affiliates to follow Agency's policies regarding patient and business
confidentiality. Further, NFP acknowledges that Agency is bound by law to have written
agreements with its business partners, including subcontractor(s), who may have access
to patient information requiring compliance with the Health Insurance Portability and
Accountability Act of 1996 (HIPAA) and the rules and regulations promulgated
thereunder. Accordingly, NFP represents that NFP is compliant with HIPAA and all
relevant federal statutes, rules, regulations, and applicable interpretive rulings
promulgated under HIPAA, or will become compliant to regulations and requirements
effective at future dates according to the applicable timetables. Exhibit E, HIPAA
Business Associate Addendum, is hereby incorporated in this Agreement. Failure by
NFP to comply with this provision and the provisions of Exhibit E, HIPAA Business
Associate Addendum, shall, upon request by the Agency, result in immediate and
automatic termination of this Agreement without penalty or cost to Agency. NFP shall
cooperate with any Agency program(s) instituted in the future to bring Agency into
compliance with HIPAA.
NFP shall provide data and reporting services on behalf of Agency to Arizona
Department of Health Services for MIECHV funded clients, and Arizona First Things
First for all other clients in a manner that would not violate HIPAA if done by Agency.
III. AGENCY OBLIGATIONS
A. Agency must receive NFP’s prior approval before implementing the program through
one or more subcontractors. The Agency will notify NFP within ten (10) days of the full
execution of each such agreement. Agency will notify NFP upon the cancellation of any
subcontractor agreement and do the same upon the transfer of responsibilities to a new
subcontractor.
B. Agency will make best efforts and will require Subcontractor(s) shall make best efforts to
implement the Program with Fidelity to the Model and shall undertake the steps
described in Exhibit F, Agency Responsibilities, to do so.
C. Agency shall notify NFP within three (3) business days of learning of funding decisions
that may materially affect Agency’s delivery of the Program and/or impact Clients’ ability
to complete the program.
D. Agency will take all appropriate steps and will require Subcontractor(s) to take all
appropriate steps to maintain Client confidentiality and obtain any necessary written
Client consents for data analysis or disclosure of protected health information, in
accordance with applicable federal and state laws, including, but not limited to,
authorizations, data use agreements, business associate agreements, as necessary.
E. Agency and Subcontractor(s) assume responsibility for knowledge of and compliance
with the State Nurse Practice Act of its state, state laws, regulations, and licensing
requirements pertaining to nursing practice and state laws and regulations pertaining to
mandatory reporting.
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F. Agency will ensure and will require Subcontractor(s) to ensure that nurses whom it
employs to implement the Program are able to provide care to clients in a manner
consistent with the NFP E-Guidelines.
G. Agency will ensure and will require Subcontractor(s) to ensure that its Nurse Home
Visitors and Program Supervisors complete all required NFP Education. Nurse Home
Visitors and Program Supervisors who leave the program for two (2) years or longer and
then return must attend NFP Education before visiting Clients and resuming Program
delivery. Agency and Subcontractor(s) shall ensure that Nurse Home Visitors are able
to provide care to Clients in a manner consistent with the NFP E-Guidelines.
H. When requested by NFP, Agency and/or Subcontractor(s) shall make reasonable efforts
to collect additional data and/or participate in Research intended to improve the NFP
model or implementation of the model. The decision as to whether to participate in such
Research is, however, entirely up to Agency and/or Subcontractor(s).
I. To avoid becoming involved in Research that conflicts with implementing the Program
with Fidelity to the Model, Agency and each of its Subcontractor(s) shall request NFP’s
permission prior to participating in any Research that is (1) initiated by a party other than
NFP and (2) that involves Program staff or explicitly targets the families that are enrolled
in the Program. NFP shall review and approve or disapprove Agency’s or
Subcontractor(s’) request for participation in such Research on a timely basis and shall
not unreasonably withhold such approval.
J. Agency and/or Subcontractor(s) shall inform NFP of Agency and/or Subcontractor(s)
proposals to publish or present NFP-related information in research reports, books, book
chapters, peer-reviewed journal articles, and at academic or professional conferences.
Results of the Program herein outlined may be published by Agency, Subcontractor(s)s,
or jointly by any combination of Agency, Subcontractor(s)s, and NFP, always giving due
credit to the Parties involved and recognizing the rights of the individuals doing the work.
K. Agency and Subcontractor(s) are authorized to reproduce certain published materials
specified below and used in the implementation of the Program so long as (1) this
Agreement is in effect, (2) Agency and Subcontractor(s) use the reproductions solely for
Program implementation, and (3) Agency and/or Subcontractor(s)s do not sell or
otherwise distribute the reproductions to any third party not involved in Agency’s and
Subcontractor(s’) implementation of the Program.
1. The published materials covered by this authorization are delivered to Nurse Home
Visitors as part of the NFP education materials in sets referred to as the E-
Guidelines™.
2. The published materials bear notices indicating copyright by any of the following:
a) University of Colorado
b) University of Colorado Health Sciences Center
c) University of Colorado at Denver and Health Sciences Center
d) Nurse-Family Partnership
3. NFP has the right to grant permission to reproduce materials specified above and
that bear the University of Colorado copyright notice under the terms of a
Memorandum of Understanding (“MOU”) dated March 31, 2003, between the
University of Colorado Health Sciences Center, now known as University of Colorado
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at Denver and Health Sciences Center, and NFP. The MOU gives NFP an
exclusive, perpetual, royalty-free right and license to use copyrighted materials and
other materials used in the Program for implementing the Program to serve low-
income, first-time mothers and their families.
4. The corresponding Spanish-language versions of these materials are also covered
by this authorization.
5. Agency may not authorize any other entity to reproduce the materials without prior
written permission from NFP.
L. NFP represents to Agency and Agency understands and agrees that all Proprietary
Property and all associated intellectual property rights are owned exclusively by NFP
and its licensors. Agency shall use the Proprietary Property solely for carrying out
Agency’s obligations under this Agreement and shall not share the Proprietary Property
with third parties or modify any Proprietary Property without the prior express written
permission of NFP. Agency may not duplicate, distribute or provide access to the
Proprietary Property to any individual or organization, except as authorized by this
Agreement. Agency may allow only trained, NFP-authorized users to access the NFP
DCS. Agency shall retrieve all Proprietary Property from departing employees. Duties
of confidentiality and use of the Proprietary Property under this Agreement shall not
expire.
M. Maintenance, Protection and Promotion of the Nurse-Family Partnership®
Program. Agency must and shall require its Subcontractor to use all reasonable means
to protect, encourage and promote the Nurse-Family Partnership name and
program. NFP and Agency have a mutual responsibility to support and promote each
other, as each of the Party’s activities reflect on the national image of Nurse-Family
Partnership and on the image of Nurse-Family Partnership in the state the Agency and
Subcontractor(s) are located. Agency shall, and shall require its Subcontractor to,
take all actions necessary to incorporate the Nurse-Family Partnership Marks and name
into any Agency and Subcontractor material associated with the Program. In all
marketing materials related to the Program, Agency and Subcontractor shall use the
Nurse-Family Partnership name and ensure that its program will be readily recognizable
to the public as an integral part of the Nurse-Family Partnership.
IV. FEES AND PAYMENT
A. Fees associated with NFP services in support of an implementing agency are as follows:
1. Education Services. NFP provides Nurse-Family Partnership education for Nurse
Home Visitors, Program Supervisors, and Agency Administrators. This fee applies
once for each individual Nurse Home Visitor, Nurse Supervisor, and Administrator at
Agency. Fees will be invoiced to Agency upon completion of each face-to-face
education session.
a) Nurse Home Visitor Education Fees. Education for Nurse Home Visitors (“NHV”)
consists of one face-to-face education unit supported by distance education
components. All Program Supervisors who have never taken NHV education or
who completed it more than two years prior to being promoted to Program
Supervisor are required to attend NHV Education as well as Program Supervisor
education.
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b) Supervisor Education Fees. For Program Supervisors, education consists of
Nurse Home Visitor Education plus two face-to-face education units supported by
distance education components and nurse consultation.
c) Agency Administrator Orientation Fees. Administrator Orientation is a two-day
face-to-face educational session in Denver. Administrator Orientation is required
for new Administrators within six (6) months of being hired. Experienced
Administrators are strongly encouraged to take advantage of NFP’s ongoing
distance learning opportunities.
d) Nurse-Family Partnership Education Materials Fee. Contributes toward the cost
of the following material:
(1) Nurse-Family Partnership Orientation and Education Materials
(2) Set of Prenatal, Infancy and Toddler Guidelines (the Electronic Visit to Visit
Guidelines™ or E-Guidelines™).
(3) A series of additional nursing practice and program management resources
tied to implementation of the Program.
2. Implementation Support Services. These are annual fees, which are due on the
Effective Date and each anniversary thereof and are based on the number of
Program Supervisor positions, (the greater of (1) the number of individuals with
supervisory responsibility at the Agency or (2) the number of Program Supervisor
FTEs that are required to be implementing the model with fidelity (at least one per
eight Nurse Home Visitors). Fees are as follows:
a) Program Support. Fees are per Program Supervisor position per year and
contribute to covering costs associated with the following:
(1) NFP DCS. Services related to third party data collection systems are not
covered by this Agreement. Fees for supporting Agency’s use of third party
data collection systems will be in addition to the Annual Program Support
Fee.
(2) Quality Improvement (QI) and Reporting
(3) Ongoing Nurse-Family Partnership Nurse Home Visitor, Program Supervisor,
and Administrator education; resource library; conference calls; web forums;
Nurse-Family Partnership Community resources; and updating of NFP E-
Guidelines™, additional educational materials, and supporting materials.
(4) Marketing and Communications consultation and support, including
marketing and community outreach materials (brochures, posters, etc.).
(5) Policy and Government Affairs, including advocacy and educational work at
federal and state levels.
b) Nurse Consultation. The fee is per Program Supervisor position per year. The
full fee is charged for the first Program Supervisor position at a geographic
location and a reduced fee is charged for each additional Program Supervisor
position at that same location. The fees contribute to covering costs associated
with a NFP Nurse Consultant providing the following support to Program
Supervisors:
(1) Helping each Program Supervisor develop an annual plan for
implementation.
(2) Monitoring reports based on each Program Supervisor and her/his team’s
activity and performance.
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(3) Ongoing email support for each Program Supervisor and periodic regular
calls with each Program Supervisor.
(4) Periodic visits to each Program Supervisor with potential travel with each
Program Supervisor and/or selected nurse home visitors.
(5) Clinical and supervisory coaching and consultation with each Program
Supervisor.
c) Program Supervisor Expansion or Replacement Fee. A one-time fixed fee is
charged for extra support when a new Program Supervisor position is added or a
vacant position is filled.
B. Fees are subject to change in accordance with Section IV D below.
C. All fees are based upon NFP’s standard terms of invoicing and payment, as follows:
1. Education Fees are invoiced when individuals attend in-person education sessions.
No special reporting or documentation is provided with the invoice(s), except as
provided by Section III.C.
2. Program Support and Nurse Consultation Fees are invoiced on the Effective Date
and each anniversary thereof to cover each ensuing year and are due in 30 days.
No special reporting or documentation is provided with the invoice(s), except as
required by Section III.C.
3. Program Supervisor Expansion or Replacement Fees are invoiced when the new
supervisor is hired. No special reporting or documentation is provided with the
invoice(s), except as required by Section III.C.
D. NFP shall invoice Agency for services provided to Agency and Subcontractor based
upon the fee schedule set forth in Exhibit D, Fees for Nurse-Family Partnership
Services. NFP reserves the right to change the fees set forth in Exhibit D during the
term of this Agreement but not more often than annually. NFP will notify Agency at least
one year prior to any such change becoming effective.
E. Invoices will be sent to:
Agency: Maricopa County Department of Public Health
Attention: Denise Voiles, Nurse Manager
4041 N Central Ave. Suite 700
Phoenix, AZ 85012
Telephone: 602-506-6782
Email: denise.voiles@maricopa.gov
Please check this box if you would prefer to receive invoices by email
F. Agency will send payments, identifying the NFP invoice, within 30 days of invoice to:
Nurse-Family Partnership
Attention: Finance Department
1900 Grant Street, Suite 400
Denver, CO 80203
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V. TERM AND DEFAULT
A. Term of Agreement. This Agreement shall remain in full force and effect through
October 31, 2021 (the “Initial Term”) unless it is terminated by mutual agreement of the
Parties or as otherwise provided below.
B. Term Extension. Upon November 1, 2021, and each anniversary of that date, this
Agreement shall automatically extend for an additional year unless either party has
provided not less than sixty (60) days’ notice to the other of its intention to terminate the
Agreement on the upcoming anniversary date.
C. Early Termination. The Parties agree that they intend to and will engage in mutual
efforts to keep this Agreement in force for the Initial Term, because it requires
approximately three years for the initial group of Clients to complete the Program.
Recognizing, however, that circumstances beyond the control of the Parties may compel
one Party to desire termination before completion of the Initial Term or an extension
thereof, either Agency or NFP may terminate this Agreement at any time by giving the
other party written notice of not less than sixty (60) days.
D. Agency Termination for Lack of Funding; Convenience. If Agency terminates the
Agreement for any reason other than for an uncured, NFP breach, the Agency will act in
the best interests of its Clients and the following provisions shall apply:
1. Agency and/or Subcontractor(s) shall stop enrolling Clients as of the date Notice
is given to NFP.
2. Agency and/or Subcontractor(s) shall make best efforts to ensure that all Clients
enrolled at the time when Agency gives NFP a notice of termination are, when
possible, given the opportunity to complete the Program at Agency or
Subcontractor(s) or are transferred to another NFP Implementing Agency. If
there are no NFP programs in the area, Agency and Subcontractor(s) shall
make best efforts to ensure clients are transferred to another program that can
meet their needs.
3. If such programs exist, Agency and/or Subcontractor(s) shall demonstrate best
efforts by communicating with at least three home visiting programs in its
geographical area to ask if our clients can be transferred (this includes nearby
NFP programs or programs other than NFP). A report of that communication
and the outcome shall be shared with the NSO no more than three days after
communication has occurred.
4. When a new program to which NFP clients can be transferred has been
identified, Agency and/or Subcontractor(s) will work directly with that program’s
administrator to ensure the optimal transfer of Clients.
5. When Clients are discharged, Agency and/or Subcontractor(s) shall provide
Clients with contact information for the most up-to-date community resources
available in its geographical area (electronically or on paper) at least five days
before discharge (ideally during the last home visit). This will be done to ensure
the Client has enough time to effectively respond to the situation.
6. If nurses will lose their jobs due to layoffs, the Agency and/or Subcontractor(s)
shall reach out to the NSO for support in relocating these nurses to other NFP
sites, which the NSO will do when such relocation is appropriate and possible
E. Default. A party shall be in default under this Agreement (i) if a party breaches a
material provision of this Agreement, which breach is not cured to the non-breaching
party’s reasonable satisfaction within thirty (30) days of written notice given to the
breaching party by the non-breaching party or (ii) upon the bankruptcy of a party.
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F. Remedies upon Default. The Parties shall use commercially reasonable efforts to take
steps necessary to cause the breaching party to cure the applicable default. If such
default is not cured to the reasonable satisfaction of the other party, and both Parties do
not agree to terminate this Agreement, the Parties shall proceed in accordance with the
dispute resolution process set forth in Section VI.
G. Effect of Termination.
1. If this Agreement is terminated by notice of one party to the other, Agency will pay
NFP for all work performed up to the date of termination. Payment shall be due
within thirty (30) days of termination.
2. If this Agreement is terminated through the dispute resolution process, the rights and
obligations of each of the Parties upon termination shall be spelled out in the dispute
resolution process.
3. Upon termination of this Agreement, regardless of the timing, cause, or mechanism
of such termination:
a) Agency will no longer have access to the NFP DCS;
b) Agency shall stop enrolling new Clients;
c) Agency shall work with the NFP Nurse Consultant to develop a transition plan,
including a plan to provide continuity of care for current Clients;
d) NFP may retain a record of all data which has been collected by Agency while
implementing the Program and may use that data and reports derived from it to
evaluate the overall progress in national replication of the Program;
e) Agency and NFP will continue to comply with all relevant state, federal laws and
all other provisions of this Agreement with respect to maintaining Client
confidentiality;
f) All materials in Agency’s possession that utilize the Nurse-Family Partnership
logo, tag line, or other protected marks must be returned to NFP or destroyed;
g) All copies of Proprietary Property that have been provided to Agency by NFP or
that have come into Agency’s possession from other sources must be returned to
NFP or destroyed; and
h) Agency will cease to implement the Program and will cease to represent that it is
implementing the Program.
VI. DISPUTE RESOLUTION. If a dispute arises relating to this Agreement, the Parties shall
attempt to resolve that dispute at the lowest possible level. If the dispute cannot be resolved
at that level, the dispute shall be elevated to the Director, Program Development, of NFP
and the Program Supervisor. If these persons cannot resolve the dispute, it shall be
elevated to the next organizational level of NFP and Agency. If the dispute is not resolved
through the foregoing process within a reasonable period of time, not to exceed any period
of time that could reasonably be deemed to have a detrimental impact on the
implementation of the Program by Agency, either party may initiate dispute resolution
through any avenue permitted in law or in equity.
VII. LIABILITY.
A. Each Party agrees to be responsible and assume liability for its own wrongful or
negligent acts or omissions, or those of its officers, agents, or employees to the full
extent allowed by law.
B. No liability hereunder shall result to a Party by reason of delay in performance caused by
force majeure, that is, circumstances beyond the reasonable control of the Party,
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provided, however, that this provision shall not relieve such Party of its obligation to use
reasonable care in preventing and/or mitigating the effects of the force majeure event.
.
VIII. ASSIGNMENT; SUBCONTRACTING. This Agreement and the rights, obligations, interests
and benefits hereunder may not be assigned, transferred, pledged or hypothecated in any
way to any third party without the prior written consent of NFP. Agency shall not respond to
social impact bond or “pay for success” solicitations or enter into contracts or funding
arrangements that link Program implementation performance to repayment of funding and
name the Program as the targeted service without NFP’s prior written consent. If Agency
engages a Subcontractor(s) to perform any of Agency’s obligations hereunder, Agency shall
require its Subcontractor(s) to agree in writing to the same restrictions and conditions as are
imposed on Agency by this Agreement.
IX. MISCELLANEOUS PROVISIONS.
A. Consents. Whenever a Party’s consent or approval is required under this Agreement,
such consent or approval shall not be unreasonably withheld. If consent or approval is
required by an employee of a Party, the Party who employs such employee shall use at
least commercially reasonable efforts to cause the employee to give or withhold such
consent or approval in accordance with this paragraph. If no response is received by the
requesting Party within ten business days after delivery of the applicable request,
consent shall be deemed given.
B. Notices. All notices and other communications that are required or permitted to be given
to the Parties under this Agreement shall be sufficient in all respects if given in writing
and delivered by: electronic mail, receipt confirmed; overnight courier, receipt
confirmed; or certified mail, postage prepaid, return receipt requested, or when sent by
electronic mail, receipt confirmed, to the receiving party at the following addresses:
For NFP:
Original to: With a copy to:
Nurse-Family Partnership Nurse-Family Partnership
1900 Grant Street, Suite400 1900 Grant Street, Suite 400
Denver, CO 80203 Denver, CO 80203
Attention: Chief Executive Officer Attention: Dir., Legal & Compliance
Telephone: 303-327-4274 Telephone: 303-327-4271
Facsimile: 303-327-4260 Facsimile: 303-327-4260
Frank.Daidone@nursefamilypartnership.org Elizabeth.Jasper@nursefamilypartnership.org
For Agency:
Original to: With a copy to:
___________________________ Maricopa County Department of Public Health
Attention: ___________________ Attention: Nurse Family Partnership
___________________________ Denise Voiles, Nurse Manager
4041 N. Central Ave, Suite 700
___________________________ Phoenix, AZ 85012
Telephone: __________________ Telephone: 602-506-6782
Email: __________________________ Email: denise.voiles@maricopa.gov
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or to such other address as such party may have given to the other by notice pursuant to
this Paragraph. Notice shall be deemed given on the delivery or refusal date, as
specified on the return receipt in the case of certified mail or on the tracking report in the
case of overnight courier.
C. Binding Upon Successors and Assigns. This Agreement, and all covenants, terms,
provisions, and agreements contained herein, shall be binding upon and shall inure to
the benefit of the Parties’ respective successors and permitted assigns.
D. Waivers. No covenant, term, or condition, or the breach thereof, shall be deemed
waived, except by written consent of the party against whom the waiver is claimed; and
any waiver of the breach of any covenant, term, or condition shall not be deemed to be a
waiver of any preceding or succeeding breach of the same or any other covenant, term,
or condition.
E. Responsibility for Debts and Obligations. Neither party shall be responsible either
directly or indirectly for any of the debts or obligations of the other party except as
provided under this Agreement.
F. No Third-Party Beneficiary. This Agreement does not create any third-party beneficiary
rights in any person or entity, including without limitation, financing institutions.
G. Authority to Contract. The undersigned individuals represent that they are fully
authorized to execute this Agreement on behalf of the respective Parties and make all
representations, warranties, and covenants set forth herein. The Parties represent and
warrant that the execution, delivery, and performance of this Agreement have been duly
authorized by all necessary corporate actions of the Parties and do not violate any laws
or any provisions of any agreement to which the Parties are bound.
H. No Joint Venture. Nothing contained in this Agreement shall be deemed or construed as
creating a joint venture or partnership among the Parties. No party shall have the power
to control the activities or operations of another party and their status is, and at all times
shall continue to be, that of independent contractors with respect to each other. No
party shall hold itself out as having authority or relationship in contravention of this
Paragraph.
I. Attorneys’ Fees. If a party shall commence any action or proceeding against another
party in order to enforce the provisions of this Agreement, or to recover damages as a
result of the alleged breach of any of the provisions of this Agreement, the prevailing
party shall be entitled to recover all reasonable costs in connection therewith, including
reasonable attorneys’ fees.
J. Further Assurances. The Parties shall cooperate fully with each other and execute such
further instruments, documents, and agreements, and shall give such further written
assurances, as may be reasonably requested by another party to better evidence and
reflect the transactions described herein and contemplated hereby, and to carry into
effect the intent and purposes of this Agreement.
K. Entire Agreement. This Agreement (together with Exhibits hereto, which are hereby
incorporated by this reference) constitutes the entire agreement between the Parties
relating to the subject matter hereof and supersedes all prior or contemporaneous
agreements, whether written or oral, among themselves or their agents and representa-
tives relating to the subject hereof. This Agreement may be altered, amended, or
revoked only by an instrument in writing signed by all the Parties hereto.
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L. Severability. If any term or provision of this Agreement shall, to any extent, be
determined to be invalid or unenforceable by a court or body of competent jurisdiction,
the remainder of this Agreement shall not be affected thereby, and each term and
provision of this Agreement shall be valid and enforceable to the fullest extent permitted
by law.
M. Applicable Law. This Agreement shall be governed by and construed according to the
internal laws of the State of Colorado. By execution of this Agreement, each party
submits and irrevocably waives any objection to in personam jurisdiction in the State of
Colorado and the forum and convenience of the state and federal courts thereof.
N. Survival. The terms and conditions of this Agreement shall survive the expiration or
termination of this Agreement to the full extent necessary for their enforcement and for
the protection of the party in whose favor they operate.
O. Counterparts and Facsimile Signatures. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and all of which, taken
together, shall constitute one agreement. A facsimile signature to this Agreement shall
be deemed an original and binding upon the party against whom enforcement is sought.
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P. Social Impact Bonds. The Parties acknowledge and agree that, because of nature of the
outcome payments associated with social impact bonds and other “pay for success”
arrangements, investors will be more likely to select programs with proven records and
evaluation techniques that maximize the chances of demonstrating positive outcomes,
such as the Program. Recognizing that investors may want to have more control over
Program implementation to shore up investment, Agency shall request NFP’s prior
written consent before entering into any such agreements, including responses to
solicitations for such agreements.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of
the date set forth herein by their duly authorized representatives.
For NFP: For Agency:
Nurse-Family Partnership FOR AND ON BEHALF OF MARICOPA
COUNTY
By:______________________________ By:______________________________
Signature Signature
Frank Daidone, President & CEO Steve Chucri, Chairman
Printed Name & Title Maricopa County Board of
Supervisors______________________
Printed Name & Title
Date:____________________________ Date:____________________________
ATTEST:
_________________________________
Clerk of the Board
Date: ____________________________
APPROVE AS TO FORM:
Attorney for Maricopa County
Date: ____________________________
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EXHIBIT A. NURSE-FAMILY PARTNERSHIP MODEL ELEMENTS
When the Program is implemented in accordance with these Model Elements, the Parties can
reasonably have a high level of confidence that results will be comparable to those measured in
research. Conversely, if implementation does not incorporate these Model Elements, results
may be different from Research results.
Element 1. Client participates voluntarily in the Nurse-Family Partnership Program.
Element 2. Client is a first-time mother.
Element 3. Client meets low- income criteria at intake.
Element 4. Client is enrolled in the Program early in her pregnancy and receives her first
home visit by no later than the end of the 28th week of pregnancy.
Element 5. Client is visited one-to-one: one Nurse Home Visitor to one first-time mother/
family.
Element 6. Client is visited in her home, as defined by the Client, or in a location of the
Client’s choice.
Element 7. Client is visited throughout her pregnancy and the first two years of her child’s life
in accordance with the standard NFP visit schedule or an alternative visit
schedule agreed upon between the Client and Nurse Home Visitor.
Element 8. Nurse Home Visitors and Program Supervisors are registered professional
nurses with a minimum of a Baccalaureate degree in nursing.
Element 9. Nurse Home Visitors and Program Supervisors participate in and complete
education required by NFP NSO. In addition, a minimum of one current
Administrator participates in and completes the Administrator education required
by NFP.
Element 10. Nurse Home Visitors, using professional knowledge, nursing judgment, nursing
skills, screening tools and assessments, frameworks, guidance and the NFP E-
Guidelines™ to individualize the Program to the strengths and risks of each
family and apportion time across defined Program domains.
Element 11. Nurse Home Visitors and Program Supervisors apply nursing theory, nursing
process and nursing standards of practice to their clinical practice and the
theoretical framework that underpins the Program, emphasizing Self-Efficacy,
Human Ecology and Attachment theories, through current clinical methods.
Element 12. A full time Nurse Home Visitor carries a caseload of 25 or more active Clients.
Element 13. NFP agencies are required to employ a Program Supervisor at all times.
Element 14. Program Supervisors provide Nurse Home Visitors clinical supervision with
reflection, demonstrate integration of the theories, and facilitate professional
development essential to the Nurse Home Visitor role through specific
supervisory activities including 1:1 clinical supervision, case conferences, team
meetings and field supervision.
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Element 15. Nurse Home Visitors and Program Supervisors collect data as specified by NFP
and ensure that it is accurately entered into the NFP Data Collection
System(“DCS”) in a timely manner.
Element 16. Nurse Home Visitors and Program Supervisors use data and NFP reports to
assess and guide Program Implementation, enhance Program quality and
demonstrate Program Fidelity and inform clinical practice and supervision.
Element 17. Agency is located in and operated by an organization known in the community for
being a successful provider of prevention services to low-income families.
Element 18. Agency convenes a long-term Community Advisory Board that reflects the
community composition and meets at least quarterly to implement a community
support system for the program and to promote program quality and
sustainability.
Element 19. Adequate organizational support and structure shall be in place to support Nurse
Home Visitors and Program Supervisors to implement the Program with Fidelity
to the Model.
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EXHIBIT B. APPROVED IMPLEMENTATION SUBCONTRACTOR(S)S
NFP has approved the following organization as a Subcontractor(s) through which Agency will
implement the Program according to the terms of this Agreement:
Southwest Human Development
Additional Subcontractor(s) may be added by mutual agreement and written amendment to this
Exhibit B.
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EXHIBIT C. NURSE-FAMILY PARTNERSHIP SUPPORT FOR AN AGENCY
To help Agency implement the Program with Fidelity to the Model, NFP provides the following
support to Agency:
I. NFP provides support to help Agency prepare to implement the Program including:
A. Materials to help Agency:
1. Select and set up Agency’s work space;
2. Establish telecommunications and computer capabilities;
3. Recruit and hire Program Supervisors, Nurse Home Visitors, and administrative
support staff;
4. Establish a network of sources who may refer low-income, first-time mothers to
Agency;
5. Facilitate enrollment of Clients;
6. Establish a network of social services which can provide support to Agency’s Clients;
7. Work with media;
8. Inform the community and build support for Agency, the Program, and Program
Benefits;
9. Establish strong, stable, and sustainable funding for Agency operations.
B. An NFP DCS users’ manual, which provides instructions describing what data must be
collected for NFP DCS by Agency staff, how that data must be entered into NFP DCS,
and how reports can be obtained. NFP may modify the NFP DCS users’ manual from
time to time and will provide Agency with updated versions on a timely basis.
C. Access to an Internet-based discussion forum with other entities that are implementing
the Program.
D. A visit to Agency by a member of NFP staff to offer direct consultation on Program
implementation.
II. NFP provides ongoing support to Agency via telephone and email during Program
implementation and operation, including:
A. Consultation with respect to topics such as, developing community support, keeping
interested constituencies informed about progress and results, planning and
implementing expansion, and sustaining and increasing funding;
B. Clinical consultation for Program Supervisors and Nurse Home Visitors;
C. Consultation regarding data collection, entry, management, and interpretation.
D. On-site consultation as is mutually deemed necessary and appropriate.
III. NFP provides a description of education programs, both required and optional, and a
schedule of upcoming education events and locations. NFP may modify the specific names,
descriptions, and content of education programs, as well as their schedule and locations
from time to time and will inform Agency of such modifications on a timely basis.
IV. NFP provides education to Program Supervisors and Nurse Home Visitors at dates and
locations to be determined by NFP. Education will cover the following topics:
A. The Program, Program Benefits, and Model Elements;
B. Use of the NFP DCS, including data collection, entry, management, and interpretation;
C. Implementation of the Program using the NFP E-Guidelines™ and associated tools and
materials;
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D. Knowledge and skills needed by the NFP Program Supervisor for proper program
delivery; and
E. Other aspects of the Program that NFP believes are warranted for successful Program
implementation by the staff at Agency.
V. NFP provides E-Guidelines™ and other materials to help Program Supervisors and Nurse
Home Visitors implement the Program with Fidelity to the Model Elements. NFP may modify
the E-Guidelines from time to time and will provide Agency with updated versions on a
timely basis.
VI. NFP provides support for Agency’s use of the NFP DCS, including:
A. Monitoring the Agency’s data collection and entry activity and quality and providing
feedback to Agency as appropriate;
B. Maintaining and supporting NFP DCS software;
C. Upgrading NFP DCS software when deemed necessary by NFP; and
D. Technical assistance via telephone or e-mail to support Agency’s use of the NFP DCS.
VII. NFP provides implementation reports and evaluation reports at such times as NFP deems
commercially reasonable and necessary to meet the needs of Agency and entities to which
Agency may be obligated to provide such information. Subject to applicable federal and
state laws, if any, such reports cover:
A. Agency activity. Reports designed primarily for Program Supervisors and Nurse Home
Visitors to help them manage Nurse Home Visitor activity.
B. Quality improvement. Reports aimed to help Agency improve Fidelity to the Model
including reports designed (i) to assist Program Supervisors and Nurse Home Visitors
identify and prioritize actions for improving Program outcomes, and (ii) to help NFP staff
assess how Agencies are performing with respect to Fidelity to the Model.
C. Program outcomes. Reports designed to help Program Supervisors and funding
decision makers assess the effectiveness of the Program as applied to Agency’s
particular circumstances.
D. These reports are available on a pre-defined schedule or from the NFP DCS Website on
demand. NFP may modify the Program Reports from time to time.
VIII. NFP will provide art work and color and usage guidelines to help Agency develop and
produce communications materials that properly use the NFP trademark, logo, tag lines, and
other copyrighted or otherwise protected language, images, and materials controlled by
NFP.
IX. NFP will periodically assess the extent to which Agency is implementing the Program with
Fidelity to the Model. When such assessment indicates opportunities for Agency to improve
its results by strengthening Fidelity to the Model, NFP staff will meet with Agency
supervision and mutually develop a Collaborative Success Plan (“CSP”). From time to time,
NFP may engage either internal or external auditors to evaluate the performance of the
Agency. Agency will cooperate fully with any quality audit that is undertaken by or on behalf
of NFP.
X. Collaborative Success Plan (“CSP”). The NFP Program is a model where collaboration and
change occur within the context of a relationship with shared goals. The CSP was
developed to facilitate shared agreements and planning between NFP and implementing
agencies throughout the life span of Program implementation and is updated at least
annually. The CSP operates as follows:
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A. The goal of the CSP is to support alignment with the model elements (fidelity) in the
areas of program growth, operational efficiency, outcomes, and sustainability. Like the
nursing process, the CSP provides opportunities to support Program implementation
throughout the life cycle of an agency. The CSP is periodically assessed and updated as
circumstances require to identify opportunities for growth. The CSP provides a
framework for action to support those opportunities. The Agency and NFP nurse
consultants will collaborate to create a CSP with action items that include both NFP
responsibilities and Agency responsibilities.
B. A CSP serves as a tool for both the Agency and NFP to monitor progress towards
mutually-agreed upon areas for growth and to ensure that NFP is providing adequate
support to enable the Agency to serve families in the community effectively. Both parties
will have access to the document which will include mutually agreed upon goals,
contributing factors, and action items for both NFP and the Agency. Progress on goals
will be assessed regularly during consultation calls.
C. After a CSP is finalized, the NFP will provide Agency with access to it. The CSP
includes documentation of shared goals and progress on action items. CSPs are
reviewed quarterly at a minimum, and more often as needed.
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EXHIBIT D. FEES FOR NURSE-FAMILY PARTNERSHIP SERVICES. FEES FOR SERVICES PROVIDED UNDER
THIS AGREEMENT WILL BE AS FOLLOWS, SUBJECT TO CHANGE IN ACCORDANCE WITH SECTION IV:
Nurse Home Visitor Education Fee (Invoiced upon completion of the face-to-face session)
Price Effective Date End Date Unit Price Unit of Measure
11/1/2018 10/31/2019 $4,668.00 One time per NHV or Supervisor
11/1/2019 10/31/2020 $4,808.00
11/1/2020 10/31/2021 $4,952.00
NFP Program Supervisor Education Fee (Invoiced upon completion of the first face-to-face session)
Price Effective Date End Date Unit Price Unit of Measure
11/1/2018 10/31/2019 $843.00 One time per Supervisor
11/1/2019 10/31/2020 $868.00
11/1/2020 10/31/2021 $895.00
NFP Agency Administrator Education Fee (Invoiced upon completion of the first face-to-face session)
Price Effective Date End Date Unit Price Unit of Measure
11/1/2018 10/31/2019 $551.00 One time per Administrator
11/1/2019 10/31/2020 $568.00
11/1/2020 10/31/2021 $585.00
NHV Educational Materials Fee (Invoiced upon completion of the face-to-face NHV Education session)
Price Effective Date End Date Unit Price Unit of Measure
11/1/2018 10/31/2019 $593.00 One time per NHV Trainee
11/1/2019 10/31/2020 $611.00
11/1/2020 10/31/2021 $629.00
Annual Program Support Fee (Invoiced annually on the Price Effective Date)
Price Effective Date End Date Unit Price Unit of Measure
11/1/2018 10/31/2019 $8,088.00 Per Program Supervisor Position
per Year
11/1/2019 10/31/2020 $8,328.00
11/1/2020 10/31/2021 $8,580.00
Annual Nurse Consultation Fee for Each First Program Supervisor at a Location
(Invoiced annually on the Price Effective Date)
Price Effective Date End Date Unit Price Unit of Measure
11/1/2018 10/31/2019 $9,696.00 Per Program Supervisor Position
per Year
11/1/2019 10/31/2020 $9,984.00
11/1/2020 10/31/2021 $10,284.00
Annual Nurse Consultation Fee for Each Additional Program Supervisor at a Location
(Invoiced annually on the Price Effective Date)
Price Effective Date End Date Unit Price Unit of Measure
11/1/2018 10/31/2019 $5,820.00 Per Program Supervisor Position
per Year
11/1/2019 10/31/2020 $6,402.00
11/1/2020 10/31/2021 $6,594.00
Program Supervisor Expansion or Replacement Fee (Invoiced at the time of hire)
Price Effective Date End Date Unit Price Unit of Measure
11/1/2018 10/31/2019 $3,174.00 One time per Expansion or Replacement Program Supervisor
per Occurrence
11/1/2019 10/31/2020 $3,264.00
11/1/2020 10/31/2021 $3,360.00
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EXHIBIT E. HIPAA BUSINESS ASSOCIATE ADDENDUM
I. NFP is considered a Business Associate of Agency, as NFP either: (A) performs certain
functions on behalf of or for Agency that may involve the use or disclosure of protected
individually identifiable health information by Agency to NFP, or the creation or receipt of
PHI by NFP on behalf of Agency; or (B) provides legal, actuarial, accounting, consulting,
data aggregation, management, administrative, accreditation, financial or social services for
Agency involving the disclosure of PHI.
II. Agency and NFP mutually agree to incorporate the terms of this Exhibit into the Agreement
to comply with the requirements of the Health Insurance Portability and Accountability Act of
1996 (“HIPAA”) and HIPAA’s implementing regulations, Title 45, Parts 160 and 164 of the
Code of Federal Regulations (“Security and Privacy Rule”), as amended by HITECH. If any
conflict exists between the terms of the Agreement and this Exhibit, the terms of this Exhibit
shall govern.
III. This Exhibit is specific to those services and programs included in the Agreement where it
has been concluded that NFP is performing specific functions on behalf of Agency that have
been determined to be covered under the HIPAA Security and Privacy Rule. NFP’s
activities within the Agreement may include, but are not limited to the following: (i) data
analysis, processing or administration, (ii) quality assurance, (iii), billing, and (iv) other
management or administrative functions where NFP may not otherwise be subject to the
HIPAA Security and Privacy Rule, including also health services functions.
IV. Definitions:
A. Protected Health Information (PHI) means any information, whether oral or recorded in
any form or medium, including Electronic Health Records (EHR), that: (i) relates to the
past, present or future physical or mental condition of any Individual; the provision of
health care to an Individual; or the past, present or future payment of the provision of
health care to an Individual; and (ii) identifies the Individual, or with respect to which
there is a reasonable basis to believe the information can be used to identify the
Individual. PHI includes demographic information unless such information is de-
identified according to the Security and Privacy Rule.
B. Individual means the person who is the subject of PHI, and shall include a person who
qualifies under the Security and Privacy Rule as a personal representative of the
Individual.
V. Capitalized terms used in this Exhibit, but not otherwise defined, shall have the same
meaning as those terms in the Security and Privacy Rule, as amended from time to time.
VI. Prohibition on Unauthorized Use or Disclosure of PHI: NFP shall not use or disclose any PHI
received from or on behalf of Agency except as permitted by the Security or Privacy Rule, or
as required by law, or as otherwise authorized in writing by Agency.
VII. Use and Disclosure of Protected Health Information: Except as described in Section IV, NFP
may use or disclose PHI only for the following purpose(s):
A. For the proper management and administration of the functions and activities related to
the provision of healthcare services specified within the Agreement.
B. For meeting its obligations as set forth in any agreements between the parties
evidencing their business relationship.
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C. As would be permitted by the HIPAA Security and Privacy Rule if such use or disclosure
were made by Agency or as required by applicable law, rule or regulation.
D. For Data Aggregation purposes for the Health Care Operations of Agency.
E. For use in NFP’s operations as described in the Agreement.
VIII. Disclosures of PHI shall, to the extent practicable, be limited to the applicable limited data
set and to the minimum necessary information to accomplish the intended purpose of the
use, disclosure or request unless otherwise determined by guidance of the Secretary of the
U.S. Department of Health and Human Services (“Secretary”).
IX. Use of PHI for Certain of NFP’s Operations: NFP may use and/or disclose PHI it creates for,
or receives from, Agency to the extent necessary for NFP’s proper management and
administration, or to carry out NFP’s legal responsibilities, only if:
A. The disclosure is required by law.
B. NFP obtains reasonable assurances, evidenced by written contract, from any person or
organization to which NFP shall disclose such PHI that such person or organization
shall:
1. Hold such PHI in confidence and use or further disclose it only for the purpose for
which NFP disclosed it to the person or organization, or as required by law; and
2. Notify NFP, who shall in turn promptly notify Agency, of any instance which the
person or organization becomes aware of in which the confidentiality of such PHI
was breached.
X. Safeguarding of PHI: NFP shall develop, implement, maintain, and use appropriate
administrative, technical, and physical safeguards to prevent the improper use or disclosure
of all PHI, in any form or media, received from or created or received by Agency on behalf
of, Agency. NFP shall document and keep these security measures current, consistent with
HIPAA Security regulations. NFP shall cooperate and respond in good faith to any
reasonable request from Agency to discuss and review NFP’s safeguards.
XI. Subcontractors and Agents: If NFP provides any PHI which was received from, or created
for Agency, to a subcontractor or agent, then NFP shall require such subcontractor or agent
to agree to the same restrictions and conditions as are imposed on NFP by this Exhibit and
by sections 164.502 and 164.504(e) of Title 45 of the Code of Federal Regulation, as
amended from time to time. NFP shall keep Agency informed of the identities of all
subcontractors having access to PHI created, received, maintained or transmitted on behalf
of Agency.
XII. Access to PHI: At the direction of Agency, NFP agrees to provide access to any PHI held by
NFP which Agency has determined to be part of Agency’s Designated Record Set, in the
time and manner designated by Agency. This access will be provided to Agency or, as
directed by Agency, to an Individual, in order to meet the requirements under the Security
and Privacy Rule.
XIII. Reporting of Unauthorized Disclosures or Misuse of PHI: NFP shall report to Agency any
unauthorized acquisition, access, use or disclosure of PHI. NFP shall make the report to
Agency within ten (10) business days after NFP learns of such use or disclosure. NFP’s
report shall identify: (i) each individual protected by this Exhibit whose PHI has been, or is
reasonably believed by NFP to have been, accessed, acquired or disclosed, (ii) the nature
of the unauthorized use or disclosure, (iii) the PHI used or disclosed, (iv) who made the
unauthorized use or received the unauthorized disclosure, (v) what NFP has done or shall
do to mitigate any deleterious effect of the unauthorized use or disclosure, and (vi) what
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corrective action NFP has taken or shall take to prevent future similar unauthorized use or
disclosure. NFP shall provide such other information, including a written report, as
reasonably requested by Agency.
XIV. Mitigating Effect of Unauthorized Disclosure or Misuse of PHI: NFP agrees to mitigate, to the
extent practicable, any harmful effect that is known to NFP of a misuse or unauthorized
disclosure of PHI by NFP in violation of the requirements of this Exhibit.
XV. Notification Requirements In the event of Unauthorized Disclosure or Misuse of PHI. In the
event of a Breach, NFP agrees to take the following steps within 60 days:
A. Provide written notice by first-class mail to the Individual or next of kin if the Individual is
deceased, at the last known address of the Individual or next of kin, or if specified as a
preference by the Individual, by electronic mail.
B. If contact information is insufficient to provide notice to an individual, provide a substitute
form of notice; and, where there are 10 or more Individuals with insufficient contact
information, make a conspicuous posting as required by the Secretary as provided on
the Secretary’s official web site.
C. If the Breach involves the PHI of more than 500 Individual residents of the state, notify
prominent media outlets.
D. Include in notice to individuals: (i) a brief description of what happened; (ii) a description
of the type of information involved; (iii) steps Individuals should take to protect
themselves from potential harm resulting from the Breach; a description of what is being
done to investigate the Breach, mitigate losses and protect against further breaches; and
(iv) contact procedures for Individuals to obtain further information.
E. Comply with any other notice requirements of the Security and Privacy Rule, the ARRA
of 2009 or guidance statements of the Secretary, as amended from time to time.
XVI. Log of Unauthorized Disclosure or Misuse of PHI: NFP shall maintain a log of any Breach
covered by this Exhibit and shall annually submit such log to the Secretary of the U.S.
Department of Health and Human Services as required by section 13400 of the ARRA of
2009 and to Agency. NFP shall provide immediate notice to the Secretary and Agency of
any breach of the PHI of 500 or more Individuals.
XVII. Accounting to Agency and to Government Agencies: NFP shall make its internal practices,
books, and records relating to the use and disclosure of PHI available to Agency, or at the
request of Agency, to the Secretary or his/her designee, in a time and manner designated
by Agency or the Secretary or his/her designee, for the purpose of determining NFP’s
compliance with the Security and Privacy Rule. NFP shall promptly notify Agency of
communications with the Secretary regarding PHI provided by or created by Agency and
shall provide Agency with copies of any information NFP has made available to the
Secretary under this provision.
XVIII. Prohibition on Sale of Electronic Health Records or Protected Health Information: NFP shall
not receive remuneration in exchange for any EHR or PHI of an Individual received from or
on behalf of Agency.
XIX. Term and Termination: In addition to the rights of the parties established by the Agreement,
if Agency reasonably determines in good faith that NFP has materially breached any of its
obligations under this Addendum, Agency, in its sole discretion, shall have the right to:
A. exercise any of its rights to reports, access and inspection under this Exhibit; and/or
B. require NFP to submit to a plan of monitoring and reporting, as Agency may determine
necessary to maintain compliance with this Exhibit, and/or
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C. provide NFP with a 30-day period to cure the breach; or
D. terminate the Agreement immediately.
XX. Before exercising any of these options, Agency shall provide written notice to NFP
describing the violation and the action it intends to take.
XXI. Return or Destruction of PHI: The Parties agree that the return or destruction of PHI or
Health Information is not feasible, due to data integrity and ongoing Program evaluation.
Therefore, NFP shall extend the protections of this Exhibit to PHI and Health Information
received from or created on behalf of Agency, and limit further uses and disclosures of such
PHI, for so long as NFP maintains the PHI.
XXII. Miscellaneous:
A. Automatic Amendment: Upon the effective date of any amendment to the regulations
promulgated by the Secretary with regard to PHI, this Exhibit shall automatically amend
so that the obligations imposed on NFP remain in compliance with such regulations.
B. Interpretation: Any ambiguity in this Exhibit shall be resolved in favor of a meaning that
permits Agency to comply with the Security and Privacy Rule.
XXIII. The Parties acknowledge that, in the course of providing the services to Agency under the
terms of the Agreement, NFP will be enabling the Prevention Research Center for Family
and Child Health (“PRC”), an organization which is part of the University of Colorado at
Denver and Health Sciences Center, to access data that may be PHI for the purposes of
research, analysis, and reporting. NFP will ensure that PRC and its employees and NFP’s
agents, employees, subcontractors or others to whom it provides PHI received by or created
by NFP on behalf of Agency agree in writing to the same restrictions and conditions that
apply to NFP with respect to such information. NFP also agrees to take all reasonable steps
to ensure that its employees’, agents’, or subcontractors’ actions or omissions do not cause
NFP to breach the terms of this Exhibit. NFP will use all appropriate safeguards to prevent
the use or disclosure of PHI other than pursuant to the terms and conditions of this
Agreement and Exhibit.
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EXHIBIT F. AGENCY RESPONSIBILITIES
To ensure that the Nurse-Family Partnership Program is implemented with Fidelity to the Model,
Agency (all references to Agency in this Exhibit F are understood to include Subcontractors) will
undertake the following actions during initial implementation and ongoing operation:
I. Agency shall:
A. Identify, from its top tier leadership, a Program Administrator to support Program
implementation within the community;
B. Set up and maintain an appropriate work space for staff who are to implement the
Program;
C. Establish and maintain appropriate telecommunications and computer capabilities for
staff;
D. Recruit, hire, and retain Program Supervisors, Nurse Home Visitors, and
administrative support staff;
E. Establish, maintain, keep current and improve its network of referral sources who will
refer low-income, first-time mothers to Agency;
F. Enroll Clients that meet the criteria specified in the Model Elements.
G. Establish, maintain, keep current and improve its network of social services and
community resources that can provide support to Agency’s Clients;
H. Work with media to ensure timely and accurate communication to the public about the
Program and its implementation by Agency;
I. Inform the community and build support for Agency, the Program, and Program
Benefits, including educating local, state and/or federal policymakers;
J. Establish and maintain strong, stable, and sustainable funding for Agency operations
and seek new funding streams to sustain and expand the Program.
K. Utilize NFP’s Internet-based discussion forum to share learning with other entities that
are implementing the Program.
II. Agency will keep NFP informed of implementation issues that may impact Program
sustainability, ability to reach Program capacity, and attain Model Fidelity.
III. Agency will ensure that all Administrators, Program Supervisors, Nurse Home Visitors,
and administrative staff attend, participate in, and/or complete education programs required
by NFP, do so on a timely basis, and, upon completion, demonstrate a level of competence
deemed satisfactory by NFP in its reasonable discretion.
IV. Agency will ensure that no Nurse Home Visitor is assigned a case load or makes a
Client visit (except in the company of an NFP-educated Nurse Home Visitor) until after
she/he has completed Unit II on the Program, Program Benefits, Model Elements, use of the
NFP DCS, and implementation of the Program for mothers who are pregnant.
V. Agency will implement the Program in accordance with the E-Guidelines™ including:
A. Ensure enrollment of 25 first-time mothers per full-time Nurse Home Visitor within
nine months of beginning implementation and make best efforts to maintain that level
of enrollment on an ongoing basis;
B. Ensure that each full-time Nurse Home Visitor carries a caseload of at least 25 active
families; and
C. Ensure that the essential Program content as described in the E-Guidelines™ is
addressed with Clients by Nurse Home Visitors.
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VI. Agency will ensure the availability of appropriate, fully functioning computer systems and
software at Agency for use of the NFP DCS and to communicate with NFP by email.
VII. Agency will ensure that Program Supervisors and Nurse Home Visitors (a) collect
required data on Client visits and enter it into the NFP DCS completely and accurately within
five (5) business days of visiting the Client, and (b) enter any other data for NFP DCS
completely and accurately on or before the last day of each calendar month, taking all
appropriate steps to maintain Client confidentiality and obtain any necessary written
permissions or agreements for data analysis or disclosure of protected health information, in
accordance with HIPAA (Health Insurance Portability and Accountability Act of 1996)
regulations, including, but not limited to, authorizations, data use agreements, and business
associate agreements, as necessary. Failure of Agency to comply with any applicable
provision of HIPAA will constitute a breach of this Agreement.
VIII. Agency will ensure that Program Supervisors:
A. Aim to develop a supportive relationship with the Nurse Home Visitors she/he
supervises;
B. Meet one-on-one with each Nurse Home Visitor at least weekly to provide clinical
supervision using reflection, preferably in person but by telephone where travel
constraints limit nurse or Program Supervisor mobility; and
C. Run activity reports and quality improvement reports from the NFP DCS on a timely
basis (typically monthly); use such reports to assess areas where systems,
organizational, or operational changes are needed to enhance the overall quality of
program operations; and develop and implement action plans based on these
assessments, team meetings and case conferences, in accordance with the Model
Elements.
IX. Agency will ensure that Administrators:
A. Support the Team and the individual Nurse Home Visitors, as appropriate;
B. Review annual outcome and fidelity measures to assess the status of
implementation;
C. Review capacity and sustainability regularly;
D. Take advantage of NFP’s ongoing distance learning opportunities related to
Administrator educatioin, including online learning and, when practical and
appropriate, travel to the NSO for additional training,
E. Make best efforts to support the Community Advisory Board (CAB).
F. Maintain an ongoing commitment to the professional development and education of
Nurse Home Visitors and provide opportunities for additional training, when
applicable.
X. Agency will develop and participate in existing Community Advisory Board efforts with
diverse representation (for example, health, mental health, education, criminal justice,
youth, business, social services, faith-based leaders, other prominent community
organization leaders) to ensure broad-based community support for Agency’s
implementation of the Program.
XI. NFP will periodically assess the extent to which Agency is implementing the Program
with Fidelity to the Model. When such assessment indicates opportunities for Agency to
improve its results by strengthening Fidelity to the Model, NFP staff will meet with
Agency supervision and mutually develop a plan to do so.
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EXHIBIT G. INSURANCE
I. The Contractor shall have in effect at all times during the term of this Agreement
insurance or comparable self-insurance that is adequate to protect the County, its
officers, employees, property, and equipment against the losses set forth below.
The Contractor shall provide the County with a certificate of insurance or a certified
copy of the insurance policy naming the County as an additional insured, or, if the
Contractor is self-insured, shall provide the County with a letter indicating that it is
self-insured.
II. The following types and amounts of insurance are required as minimums:
A. Workers’ compensation and unemployment insurance as required by law.
B. Unemployment insurance as required by Arizona law.
C. Public liability, bodily injury, and property damage policies that insure
against claims for liability for the Contractor’s negligence or maintenance
of unsafe vehicles, facilities, or equipment brought by clients receiving
services pursuant to this Agreement and by lawful visitors of such clients.
The limits of the policies shall not be less than $2,000,000 per occurrence
and $4,000,000 aggregate.
III. Automobile and Truck Liability, Bodily Injury and Property Damages:
A. General liability, each occurrence; $1,000,000
B. Property damage; $1,000,000
C. Combined single limit; $1,000,000
IV. Standard minimum deductible amounts are allowable. Any losses applied against
insurance deductible are the sole responsibility of the Contractor.
V. Professional Liability:
A. Insurance for the Contractor and its agents, employees, and other staff
shall be maintained with coverage limits of one million dollars ($1,000,000)
per person, three million dollars ($3,000,000) per occurrence.
B. The Contractor agrees that in the event it, or any of its agents, employees,
and other staff working under this Agreement, is named as a defendant in
litigation, or is identified in a written notice of claim, wherein professional
misconduct is alleged and such allegations arise under the services or
terms of this Agreement, the Contractor will promptly notify the Department
in writing. The duty to notify under this paragraph applies whether or not
the County is alleged to be involved, is named as a party to the matter, or
could be potentially liable as a party.
VI. The Contractor shall immediately inform the Department of any cancellation of its
insurance or any decrease in its lines of coverage at least thirty (30) days before
such action takes place.
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VII. In the event the Contractor(s) is/are a public entity, then the Insurance
Requirements shall not apply. Such public entity shall provide a Certificate of Self-
Insurance. If the Contractor(s) is/are a State of Arizona agency, board,
commission, or university, none of the above shall apply.
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