DIGNITY HEALTH AGREEMENT.PDF

CONTRACT FOR SERVICES
FOR SERVICES BETWEEN
MARICOPA COUNTY
ADMINISTERED BY ITS
HUMAN SERVICES DEPARTMENT
AND
DIGNITY HEALTH
Agreement Start Date: May 1, 2016
Agreement Termination Date: June 30, 2020
This Contract for Services Agreement “Agreement” is entered into by and between Dignity Health dba
Chandler Regional Medical Center (hereinafter referred to as the “Contractor”)and Maricopa County,
administered by its Human Services Department, (hereinafter referred to as the “County”). Contractor and
the County are collectively referred to herein as the “Parties” and individually as a “Party.”
The Parties, for and in consideration of the covenants and conditions set forth in this non-financial
Agreement, the Parties shall provide and perform the services set forth herein. All rights and obligations of
the Parties shall be governed by the terms of this Agreement, its Exhibits, Attachments, and Appendices,
including any Subcontracts, Amendments, or Change Orders as set forth herein and in:
Section I – General Provisions
Section II – Special Provisions
Section III – Work Statement
Dignity Health Representative:
Tim Bricker, President and CEO
Dignity Health, Chandler Regional & Mercy Gilbert Medical Centers
3555 South Val Vista Drive, Gilbert, AZ 85297
480-728-8388 (O)
Tim.Bricker@DignityHealth.org
MCHSD Head Start Representative:
Alecia Jackson, Assistant Director
Maricopa County Human Services Department
2150-1 S. Country Club Drive Suite 7
Mesa, AZ 85210
480-464-9669 ext 201
Jacksona002@mail.maricopa.gov
Legal notice under this Agreement shall be given by personal delivery or by registered or certified mail,
postage prepaid and return receipt requested, to the persons at the addresses set forth above and shall be
effective three (3) days after being mailed unless otherwise indicated in the notice.
This Agreement contains all the terms and conditions agreed to by the Parties. No other understanding, oral
or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any Party
hereto. Nothing in this Agreement shall be construed as consent to any lawsuit or waiver of any defense in a
lawsuit brought against the State of Arizona, County, or the Contractor in any State or federal court.
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IN WITNESS THEREOF, the Parties have signed this Agreement:
FOR AND ON BEHALF OF FOR MARICOPA COUNTY:
DIGNITY HEALTH dba CHANDLER
REGIONAL MEDICAL CENTER:
_________________________________ ___________________________________
Tim Bricker, President and CEO Clint Hickman, Chair
Maricopa County Board of Supervisors
_________________________________
Date ___________________________________
Date
Attested to:
______________________________________
Fran McCarroll, Clerk of the Board Date
In accordance with A.R.S. §§ 11-201, and 11-251,
this Agreement has been reviewed by the
undersigned attorney(s) who has determined that
this agreement is in proper form and within the
power and authority granted under the laws of the
state of Arizona.
APPROVED AS TO FORM: APPROVED AS TO FORM:
____________________________________ ________________________________________
Attorney for Dignity Health Deputy County Attorney Date
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SECTION I
GENERAL PROVISIONS

Section I General Provisions
A. PURPOSE
The purpose of this Agreement is to establish the terms and conditions governing the Oral Health
treatment and education for the Head Start program participants to be provided by the Contractor as
more fully described in Section III Work Statement.
B. EFFECT
To the extent that the Special Provisions are in conflict with the General Provisions, the Special
Provisions shall control. To the extent that the Work Statement is in conflict with the General
Provisions or the Special Provisions, the Work Statement shall control.
C. DEFINITIONS
As used throughout this Agreement, the following terms shall have the following meanings:
1. Agreement means this Contract Agreement for Services agreement between Maricopa
County, administered by its Human Services Department, and another entity or entities
2. Assistant Director means the Director of a specific Division within the Human Services
Department.
3. Board of Supervisors means the Maricopa County Board of Supervisors.
4. Contract Administrator means the person administering this Agreement on behalf of the
Department.
5. Contract Specialist means the liaison between the Department and the Contractor that is
responsible for contract monitoring and technical assistance.
6. Department means the Maricopa County Human Services Department.
7. Director means the Director of the Maricopa County Human Services Department.
8. Division means a section of the Human Services Department.
9. Provider means the Contractor and any Subcontractor providing services required by this
Agreement.
10. Public Agency has the meaning prescribed by A.R.S. § 11-951.
11. Subcontract means any contract entered into by the Contractor with a third party for
performance of any of the work or provision of any of the services covered by this
Agreement.
12. Subcontractor means an entity funded through the Contractor to provide any work or
services required by the Work Statement.
13. Work Statement means the section of this Agreement that contains a description of the
services to be delivered pursuant to this Agreement.
D. GENERAL REQUIREMENTS
1. The terms of this Agreement shall be construed in accordance with Arizona law. Any lawsuit
arising out of this Agreement shall be brought in the appropriate court in Maricopa County,
Arizona.
2. Contractor shall, without limitation, obtain and maintain all licenses, permits and authority
necessary to do business, render services and perform work under this Agreement, and shall
comply with all laws regarding unemployment insurance, disability insurance, and workers’
compensation.
3. Contractor is an independent Contractor in the performance of work and the provision of
services under this Agreement and is not to be considered an officer, employee, or agent of
the County.
4. For purposes of this provision, the terms "substantial interest" and "relative" shall have the
meanings prescribed by A.R.S. § 38-502.
E. AMENDMENTS
This Agreement may be amended by a written amendment signed by the Parties.
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Section I General Provisions
F. ASSIGNMENT AND SUBCONTRACTING
No right, liability, obligation or duty under this Agreement may be assigned, delegated or
subcontracted, in whole or in part, without the prior written approval of the Contract Administrator.
Contractor shall bear all liability under this Agreement, even if it is assigned, delegated, or
subcontracted, in whole or in part, unless the County agrees otherwise.
G. AVAILABILITY OF FUNDS
This agreement is non-financial, but if any action is taken by any State Agency, Federal Department,
or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under
or in connection with this Agreement, the County may amend, suspend, decrease, or terminate its
obligations under or in connection with this Agreement. In the event of termination, the County
shall be liable for payment only for services rendered prior to the effective date of the termination,
provided such services are performed in accordance with the provisions of this Contract. The
County shall give at least ten (10) days prior written notice of the effective date of any suspension,
amendment, or termination under this section.
H. NON-APPROPRIATION OF FUNDS
Notwithstanding any other provision herein, this Agreement may be terminated without liability if
the County does not appropriate sufficient monies for the purpose of maintaining this Agreement.
I. DISPUTES
In the event that any dispute arises out of this Agreement or involves a recipient of services under
the terms of this Agreement the Parties shall meet and confer in an effort to resolve the dispute. In
the event that such efforts to resolve the dispute are unsuccessful, the Parties shall resolve the
dispute by arbitration pursuant to A.R.S. § 12-1518(A).
J. DEFAULT
This Agreement may be immediately terminated by the County if the Contractor fails to perform any
objective or breaches any obligation under this Agreement, or any event occurs that jeopardizes the
Contractor’s ability to perform any of its obligations under this Agreement. The County reserves the
right to have service provided by persons other than the Contractor if the Contractor is unable or
fails to provide required services with the specified time frame.
K. TERM/EFFECTIVE DATE/RENEWAL LIFE OF THE AGREEMENT:
The term of this is Agreement shall be effective is from May 1, 2016 and will expire on until June 30,
2020. The Agreement is effective when executed by all of the parties. The agreement may be
extended for two (2) additional two-year terms, upon written acceptance Agreement and approval by
both of the parties.
L. TERMINATION
1. This Agreement is subject to cancellation in accordance with the provisions of A.R.S. § 38-
511, which means the County may cancel this Agreement without penalty or further obligation
within three years after execution of this Agreement, if any person significantly involved in
initiating, negotiating, securing, drafting or creating the contract on behalf of the County is at
any time while this Agreement or any extension of thereof is in effect, an employee or agent of
any other party to this Agreement in any capacity or consultant to any other party of this
Agreement with respect to the subject matter of this Agreement. Additionally, pursuant to
A.R.S § 38-511, the County may recoup any fee or commission paid or due to any person
significantly involved in initiating, negotiating, securing, drafting or creating the contract on
behalf of the County from any other party to the contract arising as the result of this
Agreement.
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Section I General Provisions
2. Either Party may terminate this Agreement at any time by giving the other Party at least sixty
(60) calendar days prior notice in writing (unless terminated by the Board of Supervisors
under the Availability of Funds provision). The notice shall be given by personal delivery or
by registered or certified mail, postage prepaid and return receipt requested, to the persons at
the addresses set forth on Page One of this Agreement.
3. This Agreement may be terminated by mutual written agreement of the Parties specifying
the termination date therein.
4. The County has the right to terminate this Agreement upon twenty-four (24) hour notice
when the County deems the health or welfare of the service recipients are endangered or the
Contractor’s non-compliance jeopardizes funding source financial participation. If not
terminated by one of the above methods, this Agreement will terminate upon the expiration
of the term of this Agreement stated on Page One of this Agreement.
M. SEVERABILITY
Any provision of this Agreement that is determined to be invalid, void or illegal by a court shall in no
way affect, impair or invalidate any other provision hereof, and the remaining provisions shall remain
in full force and effect.
N. STRICT COMPLIANCE
The County’s acceptance of the Contractor’s performance that is not in strict compliance with the
terms of this Agreement shall not be deemed to waive the requirements of strict compliance for all
future performance. All changes in performance obligations under this Agreement shall be in writing
and signed by both Parties.
O. NON-LIABILITY
The County, its officers, representatives, agents and employees shall not be liable for any act or
omission by the Contractor or any Subcontractor or any officer, representative, agent, or employee
of the Contractor or any Subcontractor occurring in the performance of this Agreement, and shall
not be liable for purchases or contracts made by the Contractor, any Subcontractor, or any officer,
representative, agent, or employee of the Contractor or any Subcontractor in connection with this
Agreement.
P. INDEMNIFICATION
1. 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 Agreement.
2. 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.
3. 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.
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Section I General Provisions
4. The scope of this indemnification does not extend to the sole negligence of County.
5. When services involve working with these groups of individuals, the insurance requirements
in the contract need to be revised to include coverage for "sexual molestation and
physical abuse".
6. Coverage for this type of claim, or allegation, is excluded from standard general liability
policies. Therefore, contractors whose services include working with and/or caring for
children/elderly and disabled persons should have their policies specifically endorsed to
include this coverage.
7. Commercial General Liability – Occurrence Form
a. Policy shall include bodily injury, property damage and broad form contractual liability
coverage.
b. The policy shall be endorsed to include coverage for physical/sexual abuse and
molestation.
c. The policy shall be endorsed to include the following additional insured language:
"(_____), its subsidiary, parent, associated and/or affiliated entities, successors, or
assigns, its elected officials, trustees, employees, agents, and volunteers shall be named as
additional insureds with respect to liability arising out of the activities performed by, or
on behalf of the Contractor".
Q. CLEAN AIR ACT
The Contractor shall comply with all regulations, standards and orders issued pursuant to the Clean
Air Act of 1970, as amended (42 U.S.C. §§ 7401, et seq.), to the extent any are applicable by reason of
performance under this Agreement.
R. RELIGIOUS ACTIVITIES
Contractor warrants that none of its costs and none of the costs incurred by any Subcontractor will
include any expense for any religious activity.
S. POLITICAL ACTIVITY PROHIBITED
None of the funds, materials, property or services contributed by the County or the Contractor
under this Agreement shall be used for any partisan political activity, or to further the election or
defeat of any candidate for public office.
T. COVENANT AGAINST CONTINGENT FEES
Contractor warrants that no person or entity has been employed or retained to solicit or secure this
Agreement upon an agreement or understanding for a commission, percentage, brokerage or
contingent fee. For breach or violation of this warranty, the County may immediately terminate this
Agreement without liability.
U. SAFEGUARDING OF PARTICIPANT INFORMATION
The use or disclosure by any Party of any information concerning an applicant for, or recipient of,
services under this Agreement is directly limited that necessary to comply with the terms and
conditions of this Agreement and applicable law. Contractor and its agents shall safeguard the
confidentiality of this information, just as Contractor would safeguard its own confidential
information. Contractor shall include a clause to this effect in all Subcontracts entered into in
connection with this Agreement. To the extent necessary to comply with the Health Insurance
Portability and Accountability Act (“HIPAA”), Contractor shall execute a Business Associate
Agreement with County, see Exhibit A.
V. RIGHTS IN DATA
The Parties shall have the use of data and reports resulting from this Agreement without cost or
other restriction, except as otherwise provided by law or applicable regulation. Each Party shall
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Section I General Provisions
supply to the other Party, upon request, any available information that is relevant to this Agreement
and to the performance hereunder.
W. COPYRIGHTS
If this Agreement results in a book or other written material, the author is free to copyright the work,
but the County reserves a royalty-free, nonexclusive, perpetual and irrevocable license to reproduce,
publish, use, and to authorize others to use all copyrighted material and all material that can be
copyrighted as a result of this Agreement.
X. PATENTS
Any discovery or invention arising out of, or developed in the course of, work aided by this
Agreement shall be promptly and fully reported to the Department for determination as to whether
patent protection on such invention or discovery shall be sought and how the rights in the invention
or discovery, including rights under any patent issued thereon, shall be disposed of and administered,
in order to protect the public interest.
Y. CONTRACT COMPLIANCE MONITORING
The County’s shall monitor the Contractor's compliance with, and performance under, the terms and
conditions of this Agreement. On-site visits for compliance monitoring may be made by the County
and/or its grantor agencies at any time during the Contractor's normal business hours, announced or
unannounced. During an on-site visit, the Contractor shall make all of its records and accounts
related to work performed and services provided under this Agreement available to the Department
for inspection and copying.
Z. MINIMUM WAGE REQUIREMENTS
The Contractor warrants that it shall pay all its employees who are performing work or providing
services under this Agreement not less than the minimum wage specified under Section 206(a)(1) of
the Fair Labor Standards Act of 1938, as amended (29 U.S.C. §§ 201, et seq.) by law, regulation or
Executive Order 13658.
AA. RECOGNITION OF COUNTY SUPPORT
The Contractor shall give recognition to the Department, the County, and the funding source for its
support when the Contractor publishes materials or releases public information that is paid for in
whole or in part with funds received by the Contractor under this Agreement.
BB. INSURANCE
1. Contractor 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 who 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.
2. All insurance required herein shall be maintained in full force and effect until all work or
service required to be performed under the terms of the Agreement is satisfactorily
completed and formally accepted. Failure to do so may, at the sole discretion of County,
constitute a material breach of this Agreement.
3. Contractor’s insurance shall be primary insurance as respects County, and any insurance or
self-insurance maintained by County shall not contribute to it.
4. Any failure to comply with the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect coverage afforded under the
insurance policies to protect County.
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Section I General Provisions
5. The insurance policies may provide coverage that contains deductibles or self-insured
retentions. Such deductible and/or self-insured retentions shall not be applicable with
respect to the coverage provided to County under such policies. Subrecipient 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.
6. County reserves the right to request and to receive, within 10 working days, certified copies
of any or all of the herein required insurance certificates. County shall not be obligated to
review policies and/or endorsements or to advise Contractor 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
Agreement.
7. The insurance policies required by this Agreement, except Workers’ Compensation, shall
name County, its agents, representatives, officers, directors, officials and employees as
Additional Insured’s.
8. 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.
9. The Contractor’s policies shall stipulate that the insurance afforded the Contractor shall be
primary insurance and that any insurance carried by the County, its agents, officials,
employees or the State of Arizona shall be excess and not contributory insurance, as
provided by A.R.S. § 41-621 (E).
10. Coverage provided by the Contractor shall not be limited to the liability assumed under the
indemnification provisions of this Agreement.
11. Commercial General Liability:
a. Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $2,000,000 for each occurrence, $2,000,000
Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit.
The policy shall include coverage for premises liability, bodily injury, broad form
property damage, personal injury, products and completed operations and blanket
contractual coverage, and shall not contain any provisions which would serve to limit
third party action over claims. There shall be no endorsement or modifications of the
CGL limiting the scope of coverage for liability arising from explosion, collapse, or
underground property damage.
12. Workers’ Compensation:
a. Workers’ Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction of Contractor’s employees engaged in the performance of
the work or services under this Contract; and Employer’s Liability insurance of not less
than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000
disease policy limit.
b. 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 Contract.
13. Sexual Molestation And Physical Abuse:
a. When services involve working with these groups of individuals, the insurance
requirements in the contract need to be revised to include coverage for "sexual
molestation and physical abuse". Coverage for this type of claim, or allegation, is
excluded from standard general liability policies. Therefore, contractors whose services
include working with and/or caring for children/elderly and disabled persons should
have their policies specifically endorsed to include this coverage.
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Section I General Provisions
14. Commercial General Liability – Occurrence Form:
a. Policy shall include bodily injury, property damage and broad form contractual liability
coverage.
b. The policy shall be endorsed to include coverage for physical/sexual abuse and
molestation.
c. The policy shall be endorsed to include the following additional insured language:
"(Maricopa County), its subsidiary, parent, associated and/or affiliated entities,
successors, or assigns, its elected officials, trustees, employees, agents, and volunteers
shall be named as additional insureds with respect to liability arising out of the activities
performed by, or on behalf of the Contractor".
15. Minimum Limits:
General Aggregate $4,000,000
Each Occurrence Limit $2,000,000
Sexual Abuse/Molestation $2,000,000
Professional Insurance $2,000,000
16. Certificates of Insurance:
a. Upon Agreement execution, Contractor shall furnish the County with valid and
complete certificates of insurance or formal endorsements as required by the
Agreement, issued by Contractor’s insurer(s), as evidence that policies providing the
required coverage, conditions and limits required by this Agreement are in full force and
effect. Such certificates shall identify this Contract number and title.
b. Prior to commencing work or services under this Agreement, Contractor shall have
insurance in effect as required by the Agreement in the form provided by the County,
issued by Contractor’s insurer(s), as evidence that policies providing the required
coverage, conditions and limits required by this Agreement are in full force and effect.
Such certificates shall be made available to the County upon ten (10) business days. By
signing the Agreement page the Contractor agrees to this requirement and failure to
meet this requirement will result in cancellation of agreement.
c. 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.
d. 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.
17. Cancellation and Expiration Notice:
a. Insurance required herein shall not be permitted to expire, be canceled, or materially
changed without thirty (30) days prior written notice to the County.
18. If Contractor provides professional or semi-professional personal services under this
Agreement for which malpractice or professional liability coverage is available, such as medical,
psychiatric, or legal services, Contractor shall carry minimum liability coverage of $2,000,000
each occurrence and provide the County with proof of coverage.
CC. NONDISCRIMINATION
Contractor, in connection with any service or other activity under this Agreement, shall not in any
way, discriminate against any person on the grounds of race, color, religion, sex, national origin, age,
disability, political affiliation or belief. The Contractor shall include this clause in all of its
Subcontracts.
DD. EQUAL EMPLOYMENT OPPORTUNITY
Contractor shall not discriminate against any employee or applicant for employment because of race,
age, disability, color, religion, sex sexual identity, gender identity, or national origin. The Subrecipient
shall take affirmative action to ensure that applicants are employed and that employees are treated
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Section I General Provisions
during employment without regard to their race, age, disability, color, religion, sex, sexual identity,
gender identity or national origin. Such action shall include, but is not limited to, the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising, lay-off or
termination, rates of pay or other forms of compensation, and selection for training, including
apprenticeship. The Contractor shall, to the extent such provisions apply, comply with Title VI and
VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et seq.); the Rehabilitation Act
of 1973, as amended (29 U.S.C. §§ 701, et seq.); the Age Discrimination in Employment Act of 1967,
as amended (29 U.S.C. §§ 621, et seq.); the Americans With Disabilities Act of 1990 (42 U.S.C. §§
12101, et seq.); and Executive Orders 11375 amending Executive Order 11246 and implementing
regulations at 41 CFR part 60, as well as, Arizona Executive Order 99-4, which mandates that all
persons shall have equal access to employment opportunities.
EE. DRUG FREE WORKPLACE ACT
Contractor shall comply with the Drug-Free Workplace Act of 1988 (41 U.S.C. §§ 701, et seq.),
which requires that contractors and grantees of federal funds must certify that they will provide drug-
free workplaces. This certification is a precondition to receiving a grant or entering into this
Agreement.
FF. EMPLOYMENT DISCLAIMER
This Agreement is not intended to constitute, create, give rise to, or otherwise recognize a joint
venture agreement, partnership or other formal business association or organization of any kind
between the Parties, and the rights and obligations of the Parties shall be only those expressly set
forth in this Agreement.
The Parties agree that no individual performing under this Agreement as an employee of,
subcontractor for, or on behalf of the Contractor may be considered a County employee, and no
rights of County civil service, County retirement, or County personnel rules shall accrue to such
individuals. Contractor shall have total responsibility for all salaries, wages, bonuses, retirement,
withholdings, workers’ compensation, occupational disease compensation, unemployment
compensation, other employee benefits, and all taxes and premiums appurtenant thereto concerning
such individuals and shall defend and hold the County harmless with respect thereto.
GG. CERTIFICATION REGARDING DEBARMENT, SUSPENSION INELIGIBILITY AND
VOLUNTARY EXCLUSION
The undersigned, by signing and submitting this Agreement, represents that he/she has the authority
to certify and bind the Contractor to the terms, representations, and warrants of this Certification.
Contractor, defined as the primary participant in accordance with 45 C.F.R. Part 76, certifies to the
best of its knowledge and belief that it and its principals:
1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any federal department or agency;
2. Have not within a 3-year period preceding this Agreement been convicted of or had a civil
judgment rendered against them for (1) the commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a public (federal, State, or
local) transaction or contract under a public transaction; (2) the violation of any federal or
State antitrust statutes or (3) the commission of embezzlement, theft, forgery, bribery,
falsification or destruction of records, making false statements, or receiving stolen property;
3. Are not presently indicted or otherwise criminally or civilly charged by a governmental entity
(federal, State, or local) with the commission of any of the offenses enumerated in
subparagraph 2 above; and
4. Have not, within a 3-year period preceding this Agreement, had one or more public
transactions (federal, State, or local) terminated for cause or default;
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Section I General Provisions
5. Shall immediately notify the County if, at any time during the term of this Agreement, it is
debarred, suspended, declared ineligible, or voluntarily excluded from participation. The
County may pursue available remedies in the event of such occurrence, including immediate
termination of this Agreement; and
6. Shall not enter into a subcontract or sub-recipient agreement with any person or
organization that is debarred, suspended, declared ineligible, or voluntarily excluded from
participation. The County may pursue available remedies in the event of such occurrence,
including immediate termination of this Agreement without liability.
7. Contractor shall include, without modification, this Certification’s language, titled
“Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion –
Lower Tier Covered Transactions,” in all agreements with subgrantees and other
contractors; in all lower tier covered transactions, and in all solicitations for lower tier
covered transactions in accordance with 45 C.F.R. Part 76.
8. If the Contractor is unable to provide this Certification, an explanation as to why shall be
immediately provided to the County and the Contract Administrator.
HH. VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 23-214 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS
By entering into this Agreement, the Contractor represents and warrants that it is in compliance with
the Immigration and Nationality Act (8 U.S.C. §§ 1101, et seq.) and all other federal and State
immigration laws and regulations related to the immigration status of its employees. The Contractor
shall obtain statements from its Subcontractors certifying compliance and shall furnish the
statements to the County upon request. These representations and warranties shall remain in effect
throughout the term of this Agreement. The Contractor and its Subcontractors shall also maintain
Employment Eligibility Verification forms (I-9), as required by the U.S. Department of Labor’s
Immigration Reform and Control Act of 1986 (Pub. L. No. 99-603), for all employees performing
work under the Contract. I-9 forms are available for download at USCIS.GOV.
Contractor warrants that it is in compliance with A.R.S. § 41-4401 (e-verify requirements) and further
acknowledges:
1. That Contractor and its Subcontractors, if any, warrant their compliance with all federal
immigration laws and regulations that relate to their employees and their compliance with
A.R.S. § 23-214;
2. That a breach of a warranty under subparagraph 1 above shall be deemed a material breach
of this Agreement and the County may immediately terminate this Agreement without
liability;
3. That the County and any contracting government entity retains the legal right to inspect the
papers and employment records of any Contractor or Subcontractor employee who
performs any work under this Agreement to ensure that the Contractor and any
Subcontractor are complying with the warranty provided under subparagraph 1 above, and
that the Contractor agrees to make all papers and employment records of said employee(s)
available during normal working hours in order to facilitate such an inspection.
II. CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO
INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS
1. The Parties agree that this Agreement and employees working on this Agreement will be
subject to the whistleblower rights and remedies in the pilot program on Dignity Health
employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the
National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and section
3.908 of the Federal Acquisition Regulation;
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Section I General Provisions
2. Dignity Health shall inform its employees in writing, in the predominant language of the
workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as
described in section 3.908 of the Federal Acquisition
3. Regulation. Documentation of such employee notification must be kept on file by Dignity
Health and copies provided to County upon request; and Dignity Health shall insert the
substance of this clause, including this paragraph (3), in all subcontracts over the simplified
acquisition threshold ($150,000 as of September 2013)
13

SECTION II
SPECIAL PROVISIONS

Section II Special Provisions
A. STANDARDS
The Contractor shall perform the work and provide the services as identified in Section III, the Work
Statement and shall immediately notify the Head Start Assistant Director whenever unable to, or
anticipates an inability to, perform any of the work, or provide any of the services required by the
terms of this Agreement.
B. DEFINITIONS
As used in this Agreement, the following words and terms shall have the following meanings:
1. Dental caries means tooth decay (cavities);.
2. Dental home means establishing a relationship with a dental provider beginning at age one.
3. Early detection means identifying children with dental needs at a young age.
4. Fluoride varnish means a topical fluoride that is painted on the teeth to help prevent new
cavities and to help stop cavities that have already started.
5. Oral health awareness means knowledge of the importance and definition of oral health
prevention activities
6. Oral health education means information about nutrition, tooth brushing, flossing, dental
cavities, and establishing a dental home.
7. Oral health screenings means visualization of teeth to identify visible tooth decay and to
provide guidance for management. Screenings are not examinations and do not involve
making diagnoses that lead to treatment plans. Screenings do not take the place of an exam
by a dental professional.
8. Referrals means a listing of dental providers in the East Valley who accept AHCCCS
and/or provide services at a low or reduced fee.
9. Underserved means those who might experience barriers to obtaining oral health care.
C. CHANGES
1. This agreement may not be amended without a written amendment executed by the Parties.
Notwithstanding the foregoing, the Contractor and Director may agree, at any time, to make
non-substantive changes as follows:
i. Work Statement activities reflecting changes in the County’s regulations, policies, or
requirements.
ii. Administrative requirements, such as reporting format quality, and/or quantity, as required
by the funding source or the County’s regulations, policies, or requirements.
2. Change orders shall also be in writing and executed by the Contractor and the Director. Any
dispute or disagreement arising out of a Change Order shall constitute a “dispute” under the
Dispute Clause of the General Provisions of this Agreement and shall be administered
accordingly.
D. COMPLIANCE WITH LAWS, RULES & REGULATIONS
Contractor shall comply with all applicable federal, State, and local laws, rules, and regulations,
including, without limitation, those referred to in this Agreement.
15

SECTION III
WORK STATEMENT

Section III Work Statement
A. PURPOSE
1. The purpose of this Agreement is to establish the terms and conditions governing the Oral
Health treatment & education for the Head Start program participants to be provided by the
Contractor.
2. The Contractor will work with the County to provide fluoride varnish treatment and oral
health education to underserved children participating in the Head Start program and their
families in the East Valley.
3. The Parties agree to the Oral Health Services Strategy set forth in section B. below in
delivery of services in this Agreement.
B. ORAL HEALTH SERVICES STRATEGY
1. The Parties will collaborate with community-based organization/groups to provide or
arrange for oral health training for Head Start health managers, staff, and parents;
2. The Parties shall establish an improved system of communication between stakeholders to:
a. support oral health needs assessments and surveillance;
b. increase access to, financing for, and use of community-based and private preventive
services and care;
c. advocate for policies that improve the oral health of Head Start participants; and
d. share best practice and program model approaches for replicating services in other local
communities.
3. Stakeholders include, but are not limited to:
a. state Medicaid and Children’s Health Insurance Programs;
b. state Head Start associations;
c. professional organizations;
d. schools of higher education; and
e. others
4. The Parties shall review the Maricopa County Head Start Oral Health Practices and Policies
and revise as needed, see Exhibit B.
C. CONTRACTOR RESPONSIBILITIES
1. Follow practices on evidenced-based prevention and early intervention practices that have
proven successful in reducing dental caries (cavities);
2. Provide fluoride varnish treatments and oral health screenings in a local community setting
or in a Head Start classroom.
3. Offer oral health screenings, fluoride varnish treatment, and oral health education at no cost.
4. Build community collaborations, increase number of children served and expand oral health
services.
5. Increase oral health awareness by providing health and education resources within the
community.
6. Provide fluoride varnish clinics within communities that would otherwise be excluded due to
various factors or barriers.
7. Provide lifelong skills including the importance of choosing a dental home, healthy oral
hygiene behaviors, and the importance of avoiding caries-promoting feeding behaviors such
as consuming sweets frequently and allowing infants and toddlers to sleep with a baby bottle.
8. Provide referrals for diagnostics, treatments, and follow-up care.
9. To further facilitate collaboration for the Oral Health treatment and education programs:
a. Contractor shall participate on the state Head Start Health Services Advisory Committee
and will report de-identified program outcomes on oral health screenings and oral health
educational counseling or sessions.
b. Secure operational funding from grants, community partners, and other sources to
expand services.
17

Section III Work Statement
D. COUNTY RESPONSIBILITIES
1. The Head Start program will:
a. Provide the use of the Head Start classroom facility at no cost.
b. Promote oral health clinics.
c. Provide consent forms to parents, approving oral health and treatment prior to clinic
date.
d. Provide rooms large enough to provide treatments and oral health education.
e. Provide rooms equipped with tables and chairs for staff, clients, and volunteers.
f. Participate on the statewide Oral Health Coalition; and share de-identified Program
information data for the program year:
i. # of completed dental exam;
ii. # of treatments completed; and
iii. # of oral health prevention provided and education
18

SECTION IV
EXHIBIT

EXHIBIT A
MARICOPA COUNTY
By and Through its
Human Services Department
Head Start Program
BUSINESS ASSOCIATE AGREEMENT
This Agreement sets out the responsibilities and obligations of Dignity Health, Chandler Regional &
Mercy Gilbert Medical Centers, (“Business Associate” or “Associate”) as a business associate of
MARICOPA COUNTY, by and through its Human Services Department, under the Health Insurance
Portability and Accountability Act (“HIPAA”), the Health Information Technology for Economic and
Clinical Health (“HITECH”) Act, and pursuant to the Contract or Engagement Letter between Associate and
MARICOPA COUNTY.
MARICOPA COUNTY may make available and/or transfer to Associate Protected Health Information
(“PHI”) of individuals in conjunction with Services, which Associate will use or disclose only in accordance
with this Agreement. Associate and MARICOPA COUNTY agree to the terms and conditions of this
Agreement in order to comply with the use and handling of PHI under the HIPAA Standards for Privacy of
Individually Identifiable Health Information, 45 C.F.R. Part 160 and Part 164, Subpart E (“Privacy
Standards”) and the HIPAA Security Standards, 45 C.F.R. Part 160 and Part 164, Subpart C (“Security
Standards”), both as amended from time to time. Unless otherwise provided, all capitalized terms in this
Agreement will have the same meaning as provided under the Privacy Standards and Security Standards.
Associate and MARICOPA COUNTY will comply with the terms of this Agreement for the duration of the
Contract or Engagement Letter and for such other continuing periods as provided in this Agreement. Upon
the compliance date of any final regulation or amendment to final regulation promulgated by the Secretary of
Health and Human Services that affects Associate’s use or disclosure of PHI, the parties agree to take such
reasonable action as is necessary to amend this Agreement in order for MARICOPA COUNTY to comply
with such final regulation or amendment to final regulation.
Definitions for terms in this Agreement:
1. Business Associate or Associate means an entity that performs or assists in the performance of a
function on behalf of a Covered Entity, which involves the use, or disclosure of Individually
Identifiable Health Information as defined in 45 C.F.R. § 160.103. In addition, an Associate can be
an entity that provides data transmission services to a Covered Entity, is more than a mere conduit of
information, and allows a Covered Entity to access the maintained information in a manner beyond a
random or infrequent basis. The terms “Business Associate”, “Associate” and “Contractor” are
synonymous. Notwithstanding this definition, if Contractor does not have access to or create
Protected Health Information under this Contract, Contractor is not an Associate, and the terms of
this Agreement do not apply to Contractor.
2. Contractors of Business Associate means a person or an entity to whom an Associate delegates a
function, activity, or service that the Associate has agreed to perform for a Covered Entity. A
contractor of an Associate which creates, receives, maintains, or transmits personal health
information on behalf of the business associate is itself a Business Associate and therefore will
comply with the terms of this Agreement. For purposes of this Agreement the term “Contractor”
includes the Contractor, its employees, its subcontractors and its agents.
20

EXHIBIT A
3. Protected Health Information (“PHI”) means the health information that is created or received by a
Covered Entity; and relates to the physical condition, mental health or other health condition of an
Individual, or to the provision of health care to the Individual (including but not limited to the
payment for such health care); and identifies or can be used to identify the Individual as defined in 45
C.F.R. § 160.103.
4. Individual shall have the meaning set forth in 45 CFR §160.103, including a person who is the subject
of the Protected Health Information, and shall include an individual or entity who qualifies as a
personal, legal representative of the person, as the context requires.
5. Privacy Rule shall mean the Standards for Privacy of Individually Identifiable Health Information at 45
CFR Parts 160 and 164, Subparts A and E, as may be amended, modified or superseded, from time
to time.
6. Security Rule shall mean the Standards for Security of Individually Identifiable Electronic Health
Information at 45 CFR Parts 160 and 164, Subparts A, C and E, as may be amended, modified or
superseded, from time to time.
7. Breach shall mean the acquisition, access, use or disclosure of Protected Health Information in a
manner not permitted by the HIPAA Privacy Rule, that compromises the security or privacy of the
Protected Health Information as defined, and subject to the exception given to such term in 45
C.F.R. § 164.402.
8. Breach Notification Rule shall mean the interim final rule related to breach notification for unsecured
protected health information at 45 C.F.R. Parts 160 and 164.
9. Covered Entity shall have the meaning given to such term in 45 C.F.R. § 160.103.
10. Designated Record Set shall have the meaning given to such term under the Privacy Rule at 45 C.F.R.
§ 164.501.
11. Security Incident shall have the meaning given to such phrase under the Security Rule at 45 C.F.R. §
164.304.
12. Unsecured PHI shall have the meaning given to such phrase under the Breach Notification Rule at 45
C.F.R. § 164.402.
13. Electronic Protected Health Information or ePHI shall have the same meaning given to such term
under the Security Rule, including, but not limited to, 45 C.F.R. § 160.103.
14. Electronic Media shall have the same meaning given to such term in 45 C.F.R. § 160.103.
15. Health Information Technology for Economic and Clinical Health (HITECH) Act, as codified
at 42 U.S.C. §§ 17921-17954.
16. Secretary shall mean the Secretary of the Department of Health and Human Services or his or her
designee.
It is agreed by and between the parties that:
1. Uses and Disclosures of Protected Health Information. Associate will use and disclose PHI only
for those purposes necessary to perform its duties, obligations and functions under the Contract, or as
otherwise expressly permitted in this Agreement or as required by other law.
a. Associate will not use or further disclose any PHI in violation of this Agreement.
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EXHIBIT A
b. Associate may use PHI to perform data aggregation services as permitted by 45 C.F. R. §
164.504(e) (2) (i) (B).
c. Associate agrees that anytime it provides PHI received from MARICOPA COUNTY to a
Contractor, its employees, subcontractor, or agent to perform Services for MARICOPA
COUNTY, Associate first will enter into a contract with such Contractor, employees,
subcontractor or agent that contains the same terms, conditions, and restrictions on the use and
disclosure of PHI as contained in this Agreement.
d. If Associate maintains a Designated Record Set, MARICOPA COUNTY will provide Associate
with copies of applicable policies and procedures, which the Associate will comply with as related
to an individual’s right to access PHI; request an amendment to PHI; request confidential
communications of PHI; or request an accounting of disclosures of PHI.
2. Associate Use or Disclosure of Protected Health Information for its Own Purposes. Associate
may use or disclose PHI received from MARICOPA COUNTY for Associate’s management and
administration, or to carry out Associate’s legal and contractual responsibilities. Associate may disclose
PHI received from MARICOPA COUNTY to a third party for such purposes only if:
a. The disclosure is required by law; or
b. Associate secures written assurance from the receiving party that the receiving party will: (i) hold
the PHI confidentially; (ii) use or disclose the PHI only as required by law or for the purposes for
which it was disclosed to the recipient; and (iii) notify the Associate of any breaches in the
confidentiality of the PHI.
c. Associate may use and disclose de-identified health information, if (i) the use is disclosed to
MARICOPA COUNTY and permitted by MARICOPA COUNTY in its sole discretion, (ii) that
the de-identification is in compliance with 45 C.F.R. § 164.502(d), and (iii) the de-identified health
information meets the standard and implementation specifications for de-identification under 45
C.F.R. § 164.514(a) and (b).
d. Associate shall use and disclose PHI only to the extent reasonably necessary to accomplish the
intended purpose of such PHI.
3. Safeguards. Associate will implement and maintain appropriate safeguards to prevent any use or
disclosure of PHI not otherwise permitted in this Agreement.
a. Associate also will implement administrative, physical and technical safeguards to protect the
confidentiality, integrity, and availability of any electronic protected health information (“e-PHI”),
if any, that Associate creates, receives, maintains, and transmits on behalf of MARICOPA
COUNTY.
b. Upon request of MARICOPA COUNTY, Associate will provide evidence to MARICOPA
COUNTY that these safeguards are in place and are properly managed.
4. Reports of Improper Use or Disclosure of Secure or Unsecure Protected Health Information
and of Security Incidents and Breaches. Associate will report in writing to MARICOPA COUNTY
any use or disclosure of PHI, including any breach, not permitted by the contract between Associate
and MARICOPA COUNTY within five (5) days of Associate’s learning of such use, disclosure or
breach or within five (5) days following the exercise of reasonable diligence would have known of the
improper use, disclosure, or breach.
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EXHIBIT A
5. Mitigation of potential harmful effects. Associate shall mitigate all potential harmful effects of a use
or disclosure of Protected Health Information by Business Associate in violation of the requirements of
this Agreement. Immediately following the Associate’s discovery of a Breach (or upon the Associate’s
reasonable belief that a Breach has occurred), Associate shall provide MARICOPA COUNTY with
sufficient information to permit MARICOPA COUNTY to comply with the Breach notification
requirements set forth at 45 C.F.R. §164.400 et seq.
a. Specifically, if the following information is known to (or can be reasonably obtained by) the
Associate, Associate will provide to MARICOPA COUNTY all available information that
MARICOPA COUNTY is required to include in its notification to the individual pursuant to the
Breach Notification Rule, including but not limited to:
i. contact information for individuals who were or who may have been impacted by the Breach
(e.g., first and last name, mailing address, street address, phone number, email address);
ii. a brief description of the circumstances of the Breach, including the date of the Breach, the
date of discovery of the Breach, and the identity of who accessed and received the
Unsecured PHI;
iii. a description of the types of unsecured PHI involved in the Breach (e.g., names, social
security number, date of birth, address(s), account numbers of any type, disability codes,
diagnostic and/or billing codes and similar information);
iv. a brief description of what the Associate has done or is doing to investigate the Breach,
mitigate harm to the individual impacted by the Breach, and protect against future Breaches;
and
v. contact information for a liaison appointed by the Associate with whom MARICOPA
COUNTY may ask questions and learn additional information concerning the Breach.
b. Following a Breach, Associate will have a continuing duty to inform MARICOPA COUNTY of
new information learned by Associate regarding the Breach, including but not limited to the
information described in items (1) through (5), above.
c. Associate also will report in writing to MARICOPA COUNTY any Security Incident (successful
or unsuccessful) of which Associate becomes aware within five (5) business days of Associate
learning of such use or disclosure.
Specifically, Associate will report to MARICOPA COUNTY any unauthorized access, use, disclosure,
modification, or destruction of e-PHI or interference with system operations in an information system
containing e-PHI of which Associate becomes aware, provided that:
i. such reports will be provided only as frequently as the parties mutually agree, but no more
than once per month; and
ii. if the definition of “Security Incident” under the Security Standards is amended to remove
the requirement for reporting “unsuccessful” attempts to use, disclose, modify or destroy e-
PHI, the portion of this Section 5 addressing the reporting of unsuccessful, unauthorized
attempts will no longer apply as of the effective date of such amendment.
6. Obligations Regarding Associate Personnel. Associate will appropriately inform all of its employees,
agents, representatives, members of its workforce, and Contractors, its employees, subcontractors, or
agents of Associate (“Associate Personnel”), whose services may be used to satisfy Associate’s
obligations under the Contract and this Agreement of the terms of this Agreement. Associate represents
23

EXHIBIT A
and warrants that the Associate Personnel are under legal obligation to Associate, by contract or
otherwise, sufficient to enable Associate to fully comply with the provisions of this Agreement.
Associate will maintain a system of sanction for any Associate Personnel who violates this Agreement.
7. Access to Protected Health Information.
a. MARICOPA COUNTY Access. Within five (5) business days of a request by MARICOPA
COUNTY for access to PHI received from MARICOPA COUNTY, Associate will make
requested PHI available to MARICOPA COUNTY.
b. Patient Access. If a Patient requests access to PHI directly from Associate, Associate will within
five (5) business days forward such request in writing to MARICOPA COUNTY. MARICOPA
COUNTY will be responsible for making all determinations regarding the grant or denial of a
Patient’s request for PHI and Associate will make no such determinations. Only MARICOPA
COUNTY will release PHI to the Patient pursuant to such a request.
8. Amendment of Protected Health Information.
a. MARICOPA COUNTY Request. Within five (5) business days of receiving a request from
MARICOPA COUNTY to amend an individual’s PHI received from MARICOPA COUNTY,
Associate will provide such information to MARICOPA COUNTY for amendment.
Alternatively, if MARICOPA COUNTY request includes specific information to be included in
the PHI as an amendment, Associate will incorporate such amendment within five (5) business
days of receipt of the MARICOPA COUNTY request.
b. Individual Request. If an individual makes a request for amendment directly to Associate,
Associate will forward within five business days such request in writing to MARICOPA
COUNTY. MARICOPA COUNTY will be responsible for making all determinations regarding
amendments to PHI and Associate will make no such determinations.
9. Accounting of Disclosures; Requests for Disclosure.
a. Disclosure Records. Associate will keep a record of any disclosure of PHI received from
MARICOPA COUNTY that Associate makes to its employees, subcontractors, and agents, or
other third parties other than:
(1) Disclosures to health care providers to assist in the treatment of patients;
(2) Disclosures to others to assist MARICOPA COUNTY in paying claims;
(3) Disclosures to others to assist MARICOPA COUNTY in conducting its health care
operations, as defined in 45 C.F.R. § 164.501; or
(4) Disclosures made pursuant to an individual’s Authorization.
Associate will maintain this disclosure record for six (6) years from the termination of this Agreement.
Associate also agrees to maintain necessary and sufficient documentation of Disclosures of Protected Health
Information as would be required for MARICOPA COUNTY to respond to a request by an individual for an
accounting of Disclosures, in accordance with 45 CFR 164.528.
b. Data Regarding Disclosures. For each disclosure for which it is required to keep a record
under paragraph 8(a), Associate will record and maintain the following information:
(1) The date of disclosure;
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EXHIBIT A
(2) The name of the entity or person who received the PHI, and, the address of such entity or
person, if known.
(3) A description of the PHI disclosed; and
(4) A brief statement of the purpose of the disclosure.
c. Provision to MARICOPA COUNTY. Associate will provide to MARICOPA COUNTY its
record of disclosures under paragraph 8(a), if any, within thirty days of each disclosure. Within
five business days of receiving a notice from MARICOPA COUNTY of an individual’s request
for an accounting, Associate also will provide to MARICOPA COUNTY its disclosure record.
d. Patient Request to Associate. If a Patient requests and accounting of disclosures directly from
Associate, Associate will forward the request to MARICOPA COUNTY within five (5) business
days of Associate’s receipt of the request, and will make its records of disclosures available to
MARICOPA COUNTY as otherwise provided in this Section. MARICOPA COUNTY will be
responsible to prepare and for delivery of the records of disclosure to the Patient. Associate will
not provide an accounting of its disclosure directly to the Individual.
10. Notice of Privacy Practices. MARICOPA COUNTY shall provide Associate a copy of its Notice of
Privacy Practices (“Notice”) in accordance with 45 C.F.R. § 164.520 as well as any changes to the
Notice. If MARICOPA COUNTY’ Notice specifically affects Associate’s use or disclosure of PHI,
MARICOPA COUNTY shall inform Associate of the specific limitations. Associate shall abide by the
limitations of MARICOPA COUNTY’ Notice that affects its use or disclosure of PHI of which it has
been specifically informed. Any use or disclosure permitted by this Agreement may be amended by
changes to MARICOPA COUNTY’ Notice if MARICOPA COUNTY specifically informs Associate of
the amendment: provided, however, that the amended Notice shall not affect permitted uses and
disclosures on which Associate relied prior to receiving notice of such amended Notice.
11. Access to Books and Records.
a. MARICOPA COUNTY Access. Associate will, within five (5) business days of MARICOPA
COUNTY written request, make available during normal business hours at Associate’s offices, all
records, books, agreements, policies and procedures relating to the use or disclosure of PHI
received from MARICOPA COUNTY for the purpose of allowing MARICOPA COUNTY or
its agents or auditors to determine Associate’s compliance with this Agreement.
b. Government Access. Associate will make its internal practices, books, and records relating to
the use and disclosure of PHI received from, or created or received by Associate on behalf of,
MARICOPA COUNTY available to the Secretary of the Department of Health and Human
Services to the extent required for determining compliance with the Privacy Standards.
Notwithstanding this provision, no attorney-client, accountant-client or other legal privilege will
be deemed waived by Associate or MARICOPA COUNTY as a result of this Section.
12. Termination. MARICOPA COUNTY may immediately terminate the Contract, if any and this
Agreement upon written notice to Associate if MARICOPA COUNTY determines that the Associate or
subcontractor(s) or agent(s) of Associate has breached a material term of this Agreement. Alternatively,
MARICOPA COUNTY may elect to provide Associate with written notice of Associate’s or
subcontractor(s)’ or agent(s)’ of Associate breach of any term or condition of this Agreement and afford
Associate the opportunity to cure the breach to the satisfaction of MARICOPA COUNTY within thirty
(30) days of the date of such notice. If Associate fails to timely cure the breach, as determined by
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EXHIBIT A
MARICOPA COUNTY at its sole discretion, MARICOPA COUNTY may terminate the Contract and
this Agreement.
13. Return or Destruction of Protect Health Information.
a. Return of PHI; Destruction. Within thirty (30) days of termination of the Contract or this
Agreement, Associate will return to MARICOPA COUNTY all PHI received from MARICOPA
COUNTY or created or received by Associate on behalf of MARICOPA COUNTY that
Associate maintains in any form or format. Associate will not maintain or keep in any form or
format any portion of such PHI. Alternatively, Associate may, upon MARICOPA COUNTY
written consent, destroy all such PHI and provide written documentation of such destruction.
The requirement to return or destroy such PHI will apply to all agents or subcontractors of
Associate. Associate will be responsible for recovering any PHI from such agents or
subcontractors. If Associate cannot obtain the PHI from any agent or subcontractor, Associate
will so notify MARICOPA COUNTY and will require that such agents or subcontractors directly
return PHI to MARICOPA COUNTY or otherwise destroy such PHI, subject to the terms of
this Section.
b. Alternative Measures. If Associate believes that returning or destroying PHI at the termination
of the Contract or this Agreement is infeasible, it will provide written notice to MARICOPA
COUNTY within five (5) business days of the effective date of termination of this Agreement.
Such notice will set forth the circumstances that Associate believes makes the return or
destruction of PHI infeasible and the alternative measures that Associate recommends for
assuring the continued confidentiality and security of the PHI. MARICOPA COUNTY promptly
will notify Associate of whether it agrees that the return or destruction of PHI is infeasible. If
MARICOPA COUNTY agrees that return or destruction of PHI is infeasible, Associate agrees to
extend all protections, limitations and restrictions of this Agreement to Associate’s use or
disclosure of PHI retained after termination of this Agreement and to limit further uses or
disclosures to those purposes that make the return or destruction of the PHI infeasible. Any such
extended protections, limitations and restrictions will apply to any agents or subcontractors of
Associate for whom return or destruction of PHI is determined by MARICOPA COUNTY to be
infeasible. If MARICOPA COUNTY does not agree that the return or destruction of PHI from
Associate or its agents or subcontractors is infeasible, MARICOPA COUNTY will provide
Associate with written notice of its decision, and Associate, its agents and subcontractors will
proceed with the return or destruction of the PHI pursuant to the terms of this Section within
fifteen (15) days of the date of MARICOPA COUNTY notice.
14. Restrictions on Use or Disclosure of Protected Health Information. If MARICOPA COUNTY
advises Associate of any changes in, or restrictions to, the permitted use or disclosure of PHI received
from MARICOPA COUNTY, Associate will restrict the use or disclosure of such PHI consistent with
the MARICOPA COUNTY instructions.
15. Mitigation Procedures. Associate agrees to have procedures in place for mitigating, to the maximum
extent practicable, any deleterious effect from the use or disclosure of PHI received from MARICOPA
COUNTY in a manner contrary to this Agreement or the Privacy Standards.
16. Compliance with the HITECH Act. Associate will comply with the requirements of Title XII,
Subtitle D of the Health Information Technology for Economic and Clinical Health (HITECH) Act,
codified at 42 U.S.C. §§ 17921-17954, which are applicable to Associates, and will comply with all
regulations issued by the Department of Health and Human Services (HHS) to implement these
26

EXHIBIT A
referenced statutes, as of the date by which Associates are required to comply with such referenced
statutes and HHS regulations.
a. Associate will also comply with Section 13402 of the HITECH Act, codified at 42 U.S.C. § 17932,
and with all regulations issued by HHS to implement this statute, as of the date by which
Associates are required to comply with such referenced statutes and HHS regulations. Associate
will make a report to the MARICOPA COUNTY of any breach of unsecured protected health
information, as required by 42 U.S.C. § 17932(b), within five (5) business days of Associate’s
discovery of the breach. Associate will indemnify MARICOPA COUNTY for any reasonable
expenses MARICOPA COUNTY incurs in notifying individuals of a breach caused by Associate
or its subcontractors or agents.
17. Miscellaneous.
a. Compliance with Laws. The Parties acknowledge that state and federal laws relating to
electronic data security and privacy are rapidly evolving and that amendment of this Agreement
may be required to ensure compliance with such developments. Should such developments
occur, and upon either Party’s good faith request, the other Party agrees to enter good faith
negotiations concerning the terms of an amendment to this Agreement.
b. Construction of Terms. The terms of this Agreement will be construed in light of any
applicable interpretation or guidance on the Privacy Standards and Security Standards issued by
the Department of Health and Human Services and other applicable state or federal laws, rules
and regulations as amended from time to time.
c. No Third Party Beneficiaries. Nothing in this Agreement will confer upon any person other
than the parties and their respective successors or assigns, any rights, remedies, obligations, or
liabilities, whatsoever.
d. Assignment of Rights and Delegation of Duties. This Agreement is binding upon and inures
to the benefit of the Parties hereto and their respective successors and permitted assigns.
However, neither Party may assign any of its rights or delegate any of its obligations under this
Agreement without prior written consent of the other Party, which consent shall not be
unreasonable withheld or delayed. Notwithstanding any provisions to the contrary, however,
MARICOPA COUNTY retains the right to assign or delegate any of its rights and obligations
hereunder to any of its wholly owned subsidiaries, affiliates or successor companies. Assignments
made in violation of this provision are null and void.
e. No Waiver. Failure or delay on the part of either Party to exercise any right, power, privilege or
remedy hereunder shall not constitute a waiver thereof. No provision of this Agreement may be
waiver by either Party except by a writing signed by an authorized representative of the Party
making the waiver.
f. Severability. The provisions of this Agreement shall be severable, and if any provision of this
Agreement shall be held or declared to be illegal, invalid or unenforceable, the remainder of this
Agreement shall continue in full force and effect as though such illegal, invalid or unenforceable
provision had not been contained herein.
g. Entire Agreement. This Agreement constitutes the entire agreement between the parties with
regard to the Privacy Standards and Security Standards, there are no understandings or
agreements relating to this Agreement that are not fully expressed in this Agreement and no
change, waiver or discharge of obligations arising under this Agreement will be valid unless in
27

EXHIBIT A
writing and executed by the party against whom such change, waiver or discharge is sought to be
enforced.
h. Written Agreement. This Agreement is considered as an integral part of the underlying
Contract, and is incorporated as though fully set forth within the Contract. This Agreement will
govern in the event of conflict or inconsistency with any provision of Contract.
i. Choice of Law. This Agreement and the rights and obligations of the parties hereunder shall be
governed by and construed under the laws of the State of Arizona, without regard to applicable
conflict of law principles.
j. Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original and when taken together shall constitute one agreement.
k. Facsimile and Electronic Signatures. Facsimile and electronic signatures shall be deemed to
be original signatures for all purposes of this Agreement.
l. Notices. Any notices required under this Agreement will be sent to the parties at the following
address by first class mail, fax or hand delivery:
MARICOPA COUNTY DIGNITY HEALTH
BOARD OF SUPERVISORS CHANDLER REGIONAL & MERCY
GILBERT MEDICAL CENTERS
301 W. Jefferson Street, 10th Floor 3555 South Val Vista Drive
Phoenix, AZ 85003 Gilbert, AZ 85297
(602) 506-3416 480-728-8388
Agreed to by MARICOPA COUNTY and Associate by:
MARICOPA COUNTY ASSOCIATE
_____________________________________ _________________________________
SIGNATURE DATE SIGNATURE DATE
Clint L. Hickman, Chairman, Board of Supervisors Tim Bricker, President and CEO
PRINT NAME AND TITLE PRINT NAME AND TITLE
ATTEST:
_____________________________________
Clerk of the Board Date
APPROVE AS TO FORM:
_____________________________________
Attorney for Maricopa County Date
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EXHIBIT A
BUSINESS ASSOCIATE AGREEMENT
FOR RELEASE OF INFORMATION TO THIRD PARTIES
1. _______________________________ (“Associate”) is a business associate of MARICOPA COUNTY,
pursuant to the Agreement between Associate and MARICOPA COUNTY dated __________
(“Agreement”). Pursuant to that Agreement, Associate is required to comply with the requirements for
the use and handling of Protected Health Information (“PHI”) from MARICOPA COUNTY as set forth
in the Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. 164.501 et. seq. as
amended from time to time (“Privacy Standards”).
2. Associate is permitted to disclose PHI to _______________ (“Recipient”) for the necessary
management and administration of Associate and to carry out the legal responsibilities of the Associate,
provided that Recipient provides Associate with the following assurances for Recipient’s use and
disclosure of PHI.
3. Associate seeks to disclose PHI to Recipient for the following management, administration or legal
responsibilities of Associate:
4. The disclosure of PHI to Recipient is conditioned upon Recipient’s assurance that, and Recipient agrees
that it will:
a. Hold the PHI confidentially and make no re-disclosure to any third party without Associate’s express
advance written consent;
b. Use or disclose the PHI only as required by law or for the purposes set forth above; and
c. Notify Associate in writing of any breaches in the confidentiality of the PHI within three days of
discovery of any such breach.
ASSOCIATE RECIPIENT
_____________________________________ _____________________________________
SIGNATURE DATE SIGNATURE DATE
_____________________________________ _____________________________________
PRINT NAME AND TITLE. PRINT NAME AND TITLE
29