ATTCHMNT A NSO IMPLMNTATION AGMT .PDF

ATTACHMENT A - NFP NATIONAL SERVICE OFFICE
IMPLEMENTATION AGREEMENT
FTF-RC035-19-0609-00 Page 63 of 232

NURSE-FAMILY PARTNERSHIP IMPLEMENTATION AGREEMENT
This Agreement ("Agreement"), for the period November 1, 2015, through October 31, 2018, is by
and between Maricopa County 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 Agency desires and intends to implement the Program to serve low-income,
first-time mothers in the geographic area it serves and to be known to the public as Nurse-
Family Partnership.
D. Whereas, Agency desires and intends to implement the Program through one or more
approved Subcontractors ("Subcontractors"), which are listed in Exhibit B, Approved
Implementation Subcontractors.
E. Whereas, the Program implementation by Agency and Subcontractors 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.
F. Whereas, NFP desires and intends to guide and support the Program implementation process
in order to help Agency obtain Program Benefits for the mothers and children that Agency and
Subcontractors serve.
G. Accordingly, the Parties wish to enter into this Agreement in order 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 of the 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.
I. 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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A. "ETO TM" means the Efforts to Outcomes TM software system that NFP makes available
to Agency and Subcontractor, into which designated, NFP-approved Agency and/or
Subcontractor 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.
B. "ETO Website" means the Internet URL through which designated, NFP-approved
Agency and Subcontractor personnel can access the ETO to enter data and obtain
certain reports and other services. ETO software is secured against unauthorized use
by VeriSign® 128-bit Security Encryption, the industry standard in Internet site
protection. Authorized access to the ETO Website can only be provided by NFP
C. "Administrator" means a person with fiscal and quality oversight, operational
coordination responsibilities, and/or evaluation responsibility for the Program's
management.
D. "Client" means a low-income, first-time mother who is enrolled In the Program
implemented by Agency or Subcontractor.
E. "Effective Date" means the date first noted above and upon which this Agreement
becomes effective.
F. "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.
G. "Visit-to-Visit Guidelines" means a written guide or guides for how a Nurse Home
Visitor schedules and conducts visits with Clients during their participation in the
Program.
H. "Location" means the work address eta Program Supervisor,
I. "Program Supervisor" means a person who supervises up to eight Nurse Home Visitors
who implement the Program on behalf of Agency or Subcontractor.
J. "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.
K. "Team" means a half- to full-time Program Supervisor and up to eight (8) Nurse Home
Visitors who report to the Program Supervisor.
"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 ETO 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 uies, 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 or not they 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 the 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., NEP anot.italion.s.ors.sharretain...o.wnership.a.nd_altrights..to..
all Proprietary Property, whether modified or not by Agency or Subcontractor.
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III. 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
I. NFP grants to Agency and Subcontractor(s) a non-exclusive limited right and license to
use the Proprietary Property for the purpose of carrying out Agency's obligations under this
Agreement in the geographic area within which Agency or Subcontractor Nurse Home
Visitors serve Clients. 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 of the rights to any
Proprietary Property, whether modified or not by any agency and/or Subcontractors. In any
event, all software and ETO Website content, excluding Agency's, Subcontractors', and
other agencies' data shall remain the sole property of NFP. 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 will provide support directly to Subcontractors and to Agency to help them implement
the Program as described in Exhibit C, Nurse-Family Partnership Support for an Agency.
III. NFP shall submit invoices to Agency for services provided to Agency and/or to
Subcontractors, 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.
IV. NFP may, from time to time, request that Agency and/or one or more Subcontractors
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 and/or Subcontractors.
NFP may provide the public with information about Agency's and/or Subcontractors' NFP-
related Research, publications and presentations,
V. NFP, independently or jointly with Agency and/or Subcontractors, 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
work.
VI. NFP understands that pursuant to this Agreement, NFP and its employees may have
access to patients' 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 will 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
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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 warrants and represents that NFP is in compliance 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 D, HIPAA Business Associate
Addendum, is hereby incorporated in this Agreement. Failure by NFP to comply with this
provision and the provisions of Exhibit D, HIPAA Business Associate Addendum, shall
result in immediate and automatic termination of this Agreement without penalty or cost to
Agency. NFP will cooperate with any Agency program(s) instituted in the future to bring
Agency into compliance with HIPAA.
III. AGENCY OBLIGATIONS
I. Agency will provide an electronic (scanned pdf) or paper copy of its agreement with each
Subcontractor, and any amendments thereto, within thirty (30) days of the full execution of
each such agreement or amendment.
Agency will make best efforts and will require Subcontractors to make best efforts to
implement the Program with Fidelity to the Model and will undertake the steps described in
Exhibit F, Agency Responsibilities, in order to do so.
III. Agency will take all appropriate steps and will require Subcontractors 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.
IV. Agency and Subcontractor(s) assume responsibility for knowledge of and compliance with
the State Nurse Practice Act of their state, state laws, regulations, and licensing
requirements pertaining to nursing practice and state laws and regulations pertaining to
mandatory reporting.
V. Agency will ensure and will require Subcontractors to ensure that nurses whom it employs
to implement that Program are able to provide care to clients in a manner consistent with
the NFP Visit-to-Visit Guidelines.
VI. When requested by NFP, Agency and/or Subcontractors will 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 Subcontractors.
VII, In order to avoid becoming involved in Research that conflicts with implementing the
Program with Fidelity to the Model, Agency and each of its Subcontractors will 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 will review and approve or disapprove Agency's or
Subcontractors' request for participation in such Research on a timely basis and will not
unreasonably withhold such approval.
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VIII, Agency and/or Subcontractors will inform NFP of Agency and/or Subcontractor
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, Subcontractors, or
jointly by any combination of Agency, Subcontractors, and NFP, always giving due credit to
all Parties involved and recognizing the rights of the individuals doing the work.
IX, Agency and Subcontractors 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 Subcontractors use the reproductions solely for
Program implementation, and (3) neither Agency nor Subcontractors sell or otherwise
distribute the reproductions to any third party not involved in Agency's and Subcontractors'
implementation of the Program,
A. The published materials covered by this authorization are delivered to Nurse Home
Visitors as part of the Nurse-Family Partnership Visit-to-Visit Guidelines and Home
Visitor education materials in sets referred to as follows:
a) Pregnancy Facilitators and Handouts
b) Infancy Facilitators and Handouts
c) Toddler Facilitators and Handouts
B. The handouts 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
C. NFP has the right to grant permission to reproduce materials specified above and that
bear the University 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 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 the purpose of implementing the Program to serve low-income, first-time mothers
and their families,
D. The corresponding Spanish-language versions of these materials are also covered by
this authorization.
E. Neither Agency nor any Subcontractor may authorize any other entity to reproduce the
materials without prior written permission from NFP.
X. Agency understands and agrees that all Proprietary Property is owned exclusively by NFP
and its licensors, including all intellectual property rights therein. Agency shall use the
Proprietary Property solely for the purpose of carrying out Agency's obligations under this
Agreement and shall not modify any Proprietary Property without the prior express written
permission of NFP. Agency shall protect all Proprietary Property that belongs to NFP or its
licensors. Agency shall not duplicate and shall prohibit distribution of or access to Visit-to-
Visit Guidelines and the ETO to any individual or organization not party to the
implementation, administration,..and operation ef,the.Program., except.as authorized by this
Agreement. Agency shall not change or alter the ETO software, and shall allow only
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trained, NFP-authorized users to access the ETO Website. If a person leaves Agency's
employ, Agency shall retrieve all Proprietary Property that the person may have in his or
her possession.
IV. FEES AND PAYMENT
I. Fees associated with NFP services in support of an implementing agency are as follows:
A. Initial Education Services. NFP provides initial 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 an agency. Fees are due upon completion of the face-to-face session.
a) Nurse Home Visitor Initial Education Tuition. 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 Supervisor are
required to attend NHV Education as well as Supervisor Education,
b) Supervisor Initial Education Tuition. For Program Supervisors, education consists
of Nurse Home Visitor Initial Education plus two face-to-face education units
supported by distance education components and nurse consultation,
c) Annual Supervisor Education, Program Supervisors are required to attend a three
day face-to-face session held annually in Denver. There is no tuition or registration
fee.
d) Agency Administrator Orientation Tuition, A two day face-to-face session in
Denver, required for new administrators and recommended for experienced
administrators,
e) Nurse-Family Partnership Education Materials Fee, Contributes toward the cost of
the following materials :
(1) Nurse-Family Partnership Orientation Materials
(2) Set of Prenatal, Infancy and Toddler Guidelines
(3) A series of additional nursing practice and program management resources tied
to implementation of Nurse-Family Partnership.
B. Implementation Support Services. Fees 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 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:
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(1) Ongoing Nurse-Family Partnership nurse home visitor, supervisor, and
administrator education; resource library; conference calls; web forums; Nurse-
Family Partnership Community resources; and updating of Nurse-Family
Partnership Education and Visit-to-Visit Guidelines and supporting materials.
(2) Marketing and Communications consultation and support, including marketing
and community outreach materials (brochures, posters, Client Referral Kits
(with wallet cards, counter display, posters and other program information);
health fair bags, and nurse recruitment packets. The agency, however, is
responsible for printing, stamping or affixing labels with their local contact
information to the majority of these materials. Client Referral Kits are
customized/printed at no additional charge to the agency. Also provided are the
NFP marketing and communications resources and guidance and a copy of the
NFP Public Awareness Video, as well as updates and regular monthly
communications from the NFP National Service Office.
(3) 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 Nurse-
Family Partnership 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.
(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,
d) Data Transmission and Custom Reports. (Optional) NFP may develop custom
reports or supply secure access to a data file upon reasonable request from
Agency, as long as Agency provides detailed specifications and agrees to fees
quoted in advance by NFP.
(i) Data Transmission Fees. A one-time Set-Up fee plus an annual
Transmission Fee for creating and periodically transmitting a file that
contains raw data from the ETO database for Agency. NFP will not
manipulate the data in any way, and any data filtering requests could
increase the set-up cost. Data will be provided as delimited text files with
variable names and made available via NFP's FTP site for download.
Instructions for downloading data will be provided when the data files are
ready. The Set-Up Fee is due when Agency approves NFP undertaking the
work. The Transmission Fee is due upon the first transmission (prorated for
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part years) and on each contract anniversary thereafter for so long as the
transmission continues.
(ii) Four hours of NFP support are included in the cost of a data file. Any
assistance beyond four hours will require a work order and an additional
charge to the customer. Please note that data files are provided solely for
the benefit of the agency and the NSO cannot support the following:
1. Reporting and analysis efforts conducted by the agency
2. Developing an import process for the agency
3. Customizing the data file for specific agency needs.
II. Prices are subject to change in accordance with Section IV D. below.
Ill. All fees are based upon NFP's standard terms of invoicing and payment, as follows:
A. 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).
B. Education Fees are invoiced when individuals attend in-person education sessions. No
special reporting or documentation Is provided with the invoice(s).
C. 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).
IV. NFP shall invoice Agency, without limitation, for services provided to Agency and
Subcontractors based upon the fee schedule set forth in Exhibit ID, 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.
V. Invoices will be sent to:
Agency: Maricopa County Department of Public Health
Attention: Nursing Supervisor
Address: 4041 N. Central Avenue, Suite 700, Phoenix, AZ 85012
Telephone: 602-606-6782
Facsimile: 602-606-6896
Email: denisevoiles©mailmaricopa.gov
VI. 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
I. Term of Agreement. This Agreement shall remain in full force and effect through October
31, 2018 unless it is terminated by mutual agreement of the Parties or as otherwise
provided below.
II. Term Extension. Upon November 1,2018 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.
Ill. Early Termination. The Parties agree that they intend to and will engage in mutual efforts
to keep this Agreement in force. Recognizing, however, that circumstances beyond the
control of the Parties may compel one Party to desire termination before completion of the
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.
IV, Default, A party shall be in default under this Agreement if a party (i) 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) the bankruptcy of a party.
V. 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 of the Parties do not
agree to terminate this Agreement, the Parties shall proceed in accordance with the
dispute resolution process set forth in Section VI.
VI. Effect of Termination.
A. 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 and all non-cancelable obligations
incurred in accordance with this Agreement. Payment shall be due within thirty (30)
days of termination,
B. 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.
C. Upon termination of this Agreement, regardless of the timing, cause, or mechanism of
such termination
a) Agency will no longer have access to ETO or the ETO Website;
b) All software and ETO Website content, excluding data which has been collected by
Agency in the course of implementing the Program, shall remain the sole property
of NFP;
c) NFP may retain a record of all data which has been collected by Agency in the
course of implementing the Program and may use that data and reports derived
from it to evaluate the overall progress in national replication of the Program;
d) 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;
e) 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;
0 All copies of Proprietary Property that have been provided to Agency by NFP or
.that hav.e..co.me. into Ag.ency.'.s..p.o.ss.e.ssio.n from .othersources.rnust .be.returned.to
NFP or destroyed; and
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g) 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 NEP and
the Program Supervisor. If these persons cannot resolve the dispute, it shall be elevated to
the next organizational level of NEP 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.
I. Each party hereto 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.
VIII. ASSIGNMENT; SUBCONTRACTING. Except as provided herein, this Agreement and the
rights, obligations hereunder, is not assignable or transferable by either party without the prior
written consent of the other party. Without limiting the previous sentence, Agency shall not
have the right to engage or utilize the services of any subcontractor other than those
subcontractors specified in Exhibit B, Approved Implementation Subcontractors, to perform
any of Agency's services hereunder without the prior written consent of NEP,
IX, MISCELLANEOUS PROVISIONS,
I. 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 Pally who employs such employee shall 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.
II. 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 overnight courier or certified mail, postage prepaid, return receipt requested,
to the receiving party at the following address:
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For NFP:
Original to: With a copy to:
Nurse-Family Partnership Nurse-Family Partnership
1900 Grant Street, Suite400 1900 Grant Street, Suite400
Denver, CO 80203 Denver, CO 80203
Attention: Chief Executive Officer Attention: Legal Affairs Manager
Telephone: 303-327-4274 Telephone: 303-327-4271
Facsimile: 303-327-4260 Facsimile: 303-327-4260
Email: Email:
Roxane.white@NursePamilyPartnership,org Elizabeth.Jasper@NurseFamilyPartnership.org
For Agency:
Original to: Nursing Supervisor With a copy to:
Agency: MCDPH Agency: MCDPH
Attention: Nursing Supervisor Attention: Grants/Contracts
Address: 4041 N. Central Avenue, Suite 700 Address: 4041 N. Central Ave
Phoenix, AZ 85012 Suite 1400
Telephone: 602-506-6896 Telephone: 602-372-0674
Facsimile: 602-506-6896 Facsimile: 602-506-6885
Email: denisevoiles©mail.maricopagov
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.
Ill. 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.
IV. 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.
V. 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.
VI. No Third Party Beneficiary. This Agreement does not create any third party beneficiary
rights in any person or entity, including without limitation financing institutions.
VII.Authoritv 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.
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VIII. 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.
IX, 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.
X. 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,
Xl. 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 agree-
ments, whether written or oral, among themselves or their agents and representatives
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.
Xli, 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.
XIII. 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.
XIV, 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.
XV.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.
XVI. 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
MarioopaCoDPI-LAZ_NFPAgrmtwithSubcontractor_Exp20181031 Page 12 of 28

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 AND ON BEHALF OF
Nurse-Family Partnership MARICOPA COUNTY
BY:
Sign ure
Printed Name & Titi
Date: Date: FEB 2 6 2016
Federal El N: 20=0234163
ATTE
Cler
FEB 2 6 2016
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 28 1" 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.
Element 7 Client is visited throughout her pregnancy and the first two years of her child's life in
accordance with the current Nurse-Family Partnership Guidelines.
Element 8 Nurse Home Visitors and Nursing Supervisors are registered professional nurses with
a minimum of a Baccalaureate degree in nursing.
Element 9 Nurse Home Visitors and Nursing Supervisors complete educational sessions required
by NFP NSO and deliver the intervention with fidelity to the NFP Model.
Element 10 Nurse Home Visitors, using professional knowledge, judgment, and skill, apply the
Nurse-Family Partnership Visit-to-Visit Guidelines individualizing them to the strengths and
challenges of each family and apportioning time across defined program domains.
Element 11 Nurse Home Visitors apply the theoretical frameworks that underpin the program,
emphasizing Self-Efficacy, Human Ecology, and Attachment theories, through current clinical
methods
Element 12 A full time Nurse Home Visitor carries a case load of no more than 25 active clients.
Element 13 A full-time Nursing Supervisor provides supervision to no more than 8 individual
Nurse Home Visitors
Element 14 Nursing 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.
Element 15 Nurse Home Visitor and Supervisors collect data as specified by the NFP NSO and
use.NEEReports.to .guide their practice, assess and guide. program implementation, .inform clinical
supervision, enhance program quality, and demonstrate program fidelity.
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Element 16 Nurse-Family Partnership Implementing 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 17 Nurse-Family Partnership Implementing Agency convenes a long-term Community
Advisory Board that meets at least quarterly to promote a community support system to the
program and to promote program quality and sustainability.
Element 18 Adequate support and structure shall be in place to support Nurse Home Visitors
and Nursing Supervisors to implement the program and to assure that data is accurately entered
into the data base in a timely manner.
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EXHIBIT B. APPROVED IMPLEMENTATION SUBCONTRACTORS
NFP has approved the following organization as a Subcontractor through which Agency will
implement the Program according to the terms of this Agreement:
Southwest Human Development
Additional Subcontractors may be added by mutual agreement and written amendment to this
Exhibit B.
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EXHIBIT C. NURSE-FAMILY PARTNERSHIP SUPPORT FOR 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:
I. Materials to help Agency:
A. Maintain Agency's work space;
B, Maintain telecommunications and computer capabilities;
C. Recruit, hire, and retain Program Supervisors, Nurse Home Visitors, and administrative
support staff;
D. Maintain and improve a network of sources who may refer low-income, first-time
mothers to Agency;
E. Facilitate enrollment of Clients;
F. Maintain and improve a network of social services that can provide support to
Agency's Clients;
G, Work with media;
Inform the community and build support for Agency, the Program, and Program
Benefits;
I. Establish and maintain strong, stable, and sustainable funding for Agency operations,
An ETO users' manual, which provides instructions describing what data must be collected
for ETO by Agency staff, how that data must be entered into ETO, and how reports can be
obtained. NFP may modify the ETO users' manual from time to time and will provide
Agency with updated versions on a timely basis.
III. Access to an Internet-based discussion forum with other entities that are implementing the
Program.
IV. 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:
I. Consultation with respect to topics such as human resources, developing community
support, keeping interested constituencies informed about progress and results, planning
and implementing expansion, and sustaining and increasing funding;
II. Clinical consultation for Program Supervisors and Nurse Home Visitors;
III. Consultation regarding data collection, entry, management, and interpretation.
IV. 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:
I. The Program, Program Benefits, and Model Elements;
II. Use of ETO, including data collection, entry, management, and interpretation;
III. Implementation of the Program using the NFP Visit-to-Visit Guidelines and associated
tools and materials;
IV. Knowledge and skills needed by the NFP Program Supervisor; and
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V. Other aspects of the Program that NFP believes are warranted for successful Program
implementation by the staff at Agency.
VI. NFP provides Visit-to-Visit 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 Visit-to-Visit Guidelines from time to time and will provide Agency with updated
versions on a timely basis.
VII. NFP provides support for Agency's use of ETO, including:
I. Monitoring the Agency's data collection and entry activity and quality and providing
feedback to Agency as appropriate;
II. Maintaining and supporting ETO software;
111. Upgrading ETO software when deemed necessary by NFP; and
IV. Technical assistance via telephone or e-mail to support Agency's use of ETO.
VIII. 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:
1. Agency activity. Reports designed primarily for Program Supervisors and Nurse Home
Visitors to help them manage Nurse Home Visitor activity.
II. 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.
III. 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.
IV. These reports are available on a pre-defined schedule or from the ETO VVebsite on
demand. NFP may modify the Program Reports from time to time.
IX. 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,
X. 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,
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EXHIBIT D. FEES FOR NURSE-FAMILY PARTNERSHIP SERVICES
NFP FEES POR SERVICES PROVIDED UNDER THIS AGREEMENT WILL BE AS FOLLOWS, SUBJECT TO CHANGE
IN ACCORDANCE WITH SECTION IV ID.
Initial NFP Education Fee (Invoiced upon completion of the face-to-face session)
Price Effective Date End Date Unit Price Unit of Measure
11/1/2015 10131/2016 $4,272.00 One time per NHV or Supervisor
11/1/2016 10/31/2017 $4,400.00
11/1/2017 10/31/2018 $4,532.00
Initial NFP Program Supervisor Education Fee ( nvoiced upon completion of the first face-to-face session)
Price Effective Date End Date Unit Price Unit of Measure
11/1/2015 1013112016 $771.00 One time per Supervisor
11/1/2016 10/31/2017 $794.00
11/1/2017 10/31/2018 $818.00
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
11/1/2015 10/3112016 $504.00 One time per Administrator
11/1/2016 10/3112017 $519,00
11/1/2017 10/31/2018 $535.00
Initial NFP Educational Materials Fee (Invoiced upon completion of the face-to-face NHV Education session)
Price Effective Date End Date Unit Price Unit of Measure
11/1/2015 10/3112016 $543.00 One time per NHV Trainee
11/1/2016 10/31/2017 $559,00
1111/2017 10/31/2018 $576,00
Annual Program Support Fee (Invoiced annually on the Price Effective Date)
Price Effective Date End Date Unit Price Unit of Measure
11/112015 10/30/2016 $7,398.00 Per Program Supervisor Position 1
11/1/2016 10/31/2017 $7,620.00 per Year
11/1/2017 10/31/2018 $7,848.00
Annual Nurse Consultation Fee for Each First Program Supervisor at a Location
(Invoiced annually on the Price Effective Date)
_ I
Price Effective Date End Date Unit Price Unit of Measure
11/1/2015 10/31/2016 $8,869.00 Per Program Supervisor Position
11/1/2016 10/31/2017 $9,132,00 per Year
11/1/2017 10/31/2018 $9,408.00
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
11/1/2015 10/31/2016 $5,321.00 Per Program Supervisor Position
11/1/2016 10/31/2017 $5,484.00 per Year
11/1/2017 10/31/2018 $5,640.00 ,
Program Supervisor Expansion or Replacement Fee (Invoiced at the time of hire) ;
Price Effective Date End Date Unit Price Unit of Measure
11/1/2015 10/31/2016 $2,902.00 One time per Expansion or Replacement
1111/2016 10/31/2017 $2,988.00 Program Supervisor
11/1/2017 10/31/2018 $3,078.00 per Year
Data Transmission (invoiced on the Price Effective Date) ,
Price Effective Date End Date Unit Price Unit of Measure 1
11/1/2015 10/31/2016 $3,439.00 Data Transfer Set-Up Fee
$575.00 Quarterly transmission
11/1/2016 10/31/2017 $588.00 Quarterly transmission
11/1/2017 10/31/2018 $612,00 Quarterly transmission
Ma ricopaCo DPI-LAZ_NFPAg rmtwithSu bco n tractor Exp20181031 Page 19 of 28

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.
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. NPR'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):
X 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.
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. Fortise in NFP's operatiOns aS degcribed in the Agreement.
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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.
13, 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.
Xl. 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 46 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. 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 not less than three (3) 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
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.
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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; (ill) 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 US.
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
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,
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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.
XXI11. 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 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 Addendum. 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 will:
A. Maintain an appropriate work space for staff who are to implement the Program;
B. Maintain appropriate telecommunications and computer capabilities for staff;
C. Recruit, hire, and retain Program Supervisors, Nurse Home Visitors, and administrative
support staff;
D. Maintain and improve a network of referral sources who may refer low-income, first-
time mothers to Agency;
E. Enroll clients that meet the criteria specified in the Model Elements.
F. Maintain and improve a network of social services that can provide support to Agency's
Clients;
G. Work with media to ensure timely and accurate communication to the public about the
Program and its implementation by Agency;
H. Inform the community and build support for Agency, the Program, and Program
Benefits;
I. Establish and maintain strong, stable, and sustainable funding for Agency operations.
J. 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 arise,
III. Agency will ensure that all Program Supervisors, nurses, 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,
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 education on the Program, Program Benefits, Model Elements, use of the ETO,
and implementation of the Program for mothers who are pregnant.
V. Agency will implement the Program in accordance with Visit-to-Visit 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 not more than 25
active families;
C, Maintain the established visit schedule; and
D, Ensure that the essential Program content as described in the Visit-to-Visit Guidelines
is covered with Clients by Nurse Home Visitors.
VI, Agency will ensure the availability of appropriate, fully functioning computer systems and
software at Agency for use of ETO and for communication 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 in ETO completely and accurately within one week of each
client visit and (b) enter any other data for ETO completely and accurately on or before the last
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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, 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;
C. Run activity reports and quality improvement reports from the ETO Website on a timely
basis (typically monthly); use such reports to assess areas where systems, organizational, or
operational changes are needed in order to enhance the overall quality of program operations;
and develop and implement action plans based on such assessments.
IX. Agency will develop a Community Advisory Board 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.
X. 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. 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++6. 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.
II. 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
III. CONTRACTOR'S insurance shall be primary insurance as respects COUNTY, and any
insurance or self-insurance maintained by COUNTY shall not contribute to it
IV, Any failure to comply with the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect coverage afforded under the
insurance policies to protect COUNTY.
V. The insurance policies may provide coverage which 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
VI. COUNTY reserves the right to request and to receive, within 10 working days, certified
copies of any or all of the herein required insurance policies and/or endorsements.
COUNTY shall not be obligated, however, to review such policies and/or endorsements or
to adviseCONTRACTOR of any deficiencies in such policies and endorsements, and such
receipt shall not relieve CONTRACTOR from, or be deemed a waiver of COUNTY'S right
to insist on strict fulfillment of CONTRACTOR'S obligations under this Contract
VII.The insurance policies required by this Contract, except Workers' Compensation, shall
name COUNTY, its agents, representatives, officers, directors, officials and employees as
Additional Insureds.
VIII. The policies required hereunder, except Workers' Compensation, 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,
A, Commercial General Liability.
(1) CONTRACTOR shall maintain Commercial General Liability Insurance (CGL) and, if
necessary, Commercial Umbrella Insurance with a limit of not less than $2,000,000 for
each occurrence with a $2,000,000 Products/Completed Operations Aggregate and a
$4,000,000 General Aggregate Limit The policy shall include coverage for bodily injury,
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broad form property damage, personal injury, products and completed operations
and blanket contractual coverage including, but not limited to, the liability assumed
under the indemnification provisions of this Contract which coverage will be at least as
broad as Insurance Service Office, Inc. Policy Form CG 00 01 10 93 or any
replacements thereof. There shall be no endorsement or modification of the CGL
limiting the scope of coverage for liability arising from explosion, collapse, or
underground property damage.
(2) The policy shall contain a severability of interest provision, and shall not contain a
sunset provision or commutation clause, or any provision which would serve to limit
third party action over claims.
(3) The CGL and the commercial umbrella coverage, if any, additional insured
endorsement shall be at least as broad as the Insurance Service Office,
Additional Insured, Form CG 20 10 10 01, and shall include coverage for
CONTRACTOR'S operations and products.
B. Automobile Liability, CONTRACTOR shall maintain Automobile Liability Insurance and, if
necessary, Commercial Umbrella Insurance with a combined single limit for bodily injury
and property damage of no less than $2,000,000, each occurrence, with respect to
CONTRACTOR'S vehicles (including owned, hired, non-owned), assigned to or used in
the performance of this Contract. If hazardous substances, materials, or wastes are to be
transported, MCS 90 endorsement shall be included and $5,000,000 per accident limits
for bodily injury and property damage shall apply.
C. Workers' Compensation. CONTRACTOR shall carry 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, as
well as 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,
IX. CONTRACTOR waives all rights against COUNTY 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 pursuant to this agreement.
X. In case any work is subcontracted, CONTRACTOR will require the Subcontractor to
provide Workers' Compensation and Employer's Liability insurance to at least the same
extent as required of CONTRACTOR.
XI. Errors and Omissions/Professional Liability Insurance Errors and
Omissions/Professional Liability insurance and, if necessary, Commercial Umbrella
insurance, which will insure and provide coverage for errors or omissions of the
CONTRACTOR, with limits of no less than $1,000,000 for each claim,
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XU. CERTIFICATES OF INSURANCE
A. Prior to commencing work or services under this Contract, CONTRACTOR shall
furnish COUNTY with Certificates of Insurance in a form acceptable to COUNTY, or
formal endorsements as required by the Contract, as evidence that policies providing
the required coverages, conditions and limits required by this Contract are in full
force and effect. Such certificates shall identify this contract number and title.
B. 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.
C. If a policy does expire during the life of the Contract, a renewal certificate must be
sent to COUNTY fifteen (15) days prior to the expiration date.
XIII. CANCELLATION AND EXPIRATION NOTICE
Insurance required herein shall not expire, be canceled, or materially changed without
thirty (30) days prior written notice to COUNTY.
A. To the fullest extent permitted by law, and to the extent that claims, damages, losses
or expenses are not covered and paid by insurance purchased by the 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.
B. 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.
C. The scope of this indemnification does not extend to the sole negligence of
COUNTY.
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