CONTRACT RE ORAL HLTH SVC WITH DIGNITY HEALTH CRMC.PDF

CONTRACT FOR SERVICES
MARICOPA COUNTY
by and through the
DEPARTMENT OF PUBLIC HEALTH
4041 N. Central, Suite 600, Phoenix, Arizona 85012
1. Contract No: 2. Contract Type: Cost Reimbursement
3. Contract Amount: $450,000.00 4. Purpose: Fluoride Varnish Application and
(Maximum Reimbursable Amount) Oral Health Screening
5. Start Date: 07/1/2015 6. Expiration Date: 06/30/2016
This Contract is entered into by and between Dignity Health, a California nonprofit public benefit
corporation d/b/a Chandler Regional Medical Center referred to hereinafter as the "Contractor," and
Maricopa County, by and through the Department of Public Health, referred to hereinafter as the "County."
The Contractor and the County are collectively referred to as the "Parties" and individually as a "Party." The
Parties, for and in consideration of the covenants and conditions set forth herein, shall provide and perform the
services as set forth below. All rights and obligations of the Parties shall be governed by the terms of this
Contract, including its Exhibits, Attachments, Appendices, and any Subcontracts or Amendments as set forth
herein and in:
Section I General Provisions Section III - Work Statement
Section II Special Provisions Section IV - Compensation
This Contract contains all the terms and conditions agreed to by the Parties. No other understanding,
oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind the
Parties. Nothing in this Contract shall be construed as consent to any lawsuit or waiver of any defense
in any lawsuit brought against the State of Arizona, the County, or the ContractorT in any State or
Federal Court.
Legal notice under this Contract shall be given by personal delivery or by registered or certified mail, postage
prepaid and return receipt requested, to the addresses set forth below. If the legal notice is personally
delivered, it is deemed given and effective upon receipt by the Party to whom it is addressed. If the legal
notice is mailed, it is deemed given and effective three (3) days after it is mailed by registered or certified mail.
Notice to Contractor: Laurel Vetsch, Grants Manager Phone: (480) 728-3130
Address: 1727 W Frye Road, Stuite 230, Chandler, AZ
Notice to Department: MCDPH Grants/Contracts Unit Phone: (602) 372-0675
Address: 4041 N. Central Ave., Suite 1400, Phoenix, AZ 85007
IN WITNESS WHEREOF, the Parties enter into this Contract:
FOR AND ON BEHALF OF
DIGNITY HEALTH: //V MARICOPA COUNTY
BY: BY:
Signature / Chairman, Board of Supervisors
Type Name/and Title ATTEST
Date Clerk of the Board
Date
APPROVED AS TO FORM:
Attorney for Maricopa County
Date

SECTION 1 GENERAL PROVISIONS
1. EFFECT
To the extent the Special Provisions are in conflict with the General Provisions, the
Special Provisions shall control. To the extent the Work Statement(s) and the Special or
General Provisions are in conflict, the Work Statement(s) shall control.
2. DEFINITIONS
As used throughout this Contract, the following terms shall have the following meanings:
A. Contract means this document and all exhibits, attachments, appendices, and
amendments to this Contract.
B. Contractor means the person, firm, or organization listed on the Cover Page of
this Contract.
County means Maricopa County, Arizona.
D. Department means the Maricopa County Department of Public Health
(MCDPH).
E. Director means the Director of the Department.
F. Funding Source means any Federal, State, or Private Agency funding source
that may impose conditions on the funding that will be passed on to the
Contractor.
3. GENERAL REQUIREMENTS
A. The terms of this Contract shall be construed in accordance with Arizona law.
Any lawsuit arising out of this Contract shall be brought in the appropriate court in
Maricopa County, Arizona.
B. The Contractor shall, without limitation, obtain and maintain all licenses, permits,
and authority necessary to do business, render services, and perform work under
this Contract, and shall comply with all laws regarding Unemployment Insurance,
Disability Insurance, and Workers' Compensation.
C. The Contractor is an independent Contractor in the performance of work and the
provision of services under this Contract and is not to be considered an officer,
employee, or agent of the County.
4. AMENDMENTS
All Amendments to this Contract shall be in writing and signed by the Parties.
5. ADEQUACY OF RECORDS
If the Contractor's books, records, and other documents relevant to this Contract are not
sufficient to support and document that allowable services were provided to eligible
persons, the Contractor shall reimburse the County for the services not sufficiently
supported and documented.
2

SECTION I GENERAL PROVISIONS
6. RETENTION OF RECORDS
A. This provision applies to all financial and programmatic records, supporting
documents, statistical records, and other records of the Contractor, which are
reasonably considered as relevant to this Contract.
B. The Contractor shall retain all financial books, records, and other documents
relevant to this Contract for five (5) years after final payment or until after the
resolution of any audit questions, which could take more than five (5) years,
whichever is longer. The County, Federal, or State auditors, and any other
persons duly authorized by the County, shall have full access to, and the right to
examine, copy, and make use of any and all such materials.
7. ASSIGNMENT / SUBCONTRACTING
No rights, liability, obligations, or duties under this Contract may be assigned, delegated,
or subcontracted without the prior written approval of the County.
8. AUDIT DISALLOWANCES
A. The Contractor shall, upon written demand therefore, reimburse the County for
any payments made under this Contract that are disallowed by a Federal, State,
or Maricopa County audit in the amount of the disallowance, as well as all
expenses, court costs, and attorney fees the County incurs in connection with
any legal action relating to such disallowance.
B. If, at any time, the County determines that a cost for which payment has been
made is a disallowed cost, the County shall notify the Contractor in writing of the
disallowance and the required course of action, which may be, at the option of
the County, either to adjust any future claim submitted by the Contractor by the
amount of the disallowance or to require repayment of the disallowed amount by
the Contractor.
9. CONTRACT COMPLIANCE MONITORING
The County shall monitor the Contractor's compliance with, and performance under, the
terms and conditions of this Contract. Announced or unannounced on-site visits for
Contract compliance monitoring may be made by the County and its grantor agencies at
any time during the Contractor's normal business hours. During the visit, the Contractor
shall make available for inspection and copying by the County, all records and accounts
relating to the work performed or the services provided under this Contract, or for similar
work and service provided under other grants and contracts.
10. AVAILABILITY OF FUNDS
A. The provisions of this Contract relating to payment for services shall become
effective when funds assigned for the purpose of compensating the Contractor,
as herein provided, are actually available to the County for disbursement. The
Director shall be the sole judge and authority in determining the availability of
funds under this Contract and the County shall keep the Contractor fully informed
as to the availability of funds.
3

SECTION I GENERAL PROVISIONS
B. If any action is taken by any State Agency, Federal Department, or any other
agency or instrumentality to suspend, decrease, or terminate its fiscal obligations
under or in connection with this Contract, the County may amend, suspend,
decrease, or terminate its obligations under or in connection with this Contract.
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.
11. CONTINGENCY RELATING TO OTHER CONTRACTS AND GRANTS
A. The Contractor shall, during the term of this Contract, immediately inform the
County in writing of the award of any other contract or grant where the award of
such contract or grant may affect either the direct or indirect costs being paid or
reimbursed under this Contract. Failure by the Contractor to notify the County of
such award shall be considered a material breach of this Contract and the
County shall have the right to terminate this Contract without liability.
B. The County may request, and the Contractor shall provide within a reasonable
time, a copy of any other contract or grant when, in the opinion of the Director,
the award of the other contract or grant may affect the costs being paid or
reimbursed under this Contract.
C. If the County determines that the award to the Contractor of such other Federal
or State contract or grant has affected the costs being paid or reimbursed under
this Contract, the County shall prepare a Contract Amendment effecting a cost
adjustment. If the Contractor protests the proposed cost adjustment, the protest
shall be considered a dispute within the meaning of the "Disputes" clause
contained herein.
12. NON-APPROPRIATION OF FUNDS
Notwithstanding any other provision herein, this Contract may be terminated without
liability if the Maricopa County Board of Supervisors does not appropriate sufficient
monies for the purpose of maintaining this Contract.
13. DEFAULT
The County may suspend, modify, or terminate this Contract immediately upon written
notice to the Contractor in the event of a non-performance of stated objectives or other
material breach of contractual obligations; or upon the happening of any event that may
jeopardize the ability of the Contractor to perform any of its contractual obligations.
14. TERMINATION
A. The County or the Contractor may terminate this Contract at any time with at
least thirty (30) days prior written notice to the other Party. Such notice shall be
given by personal delivery or by Registered or Certified Mail, postage prepaid
and return receipt requested.
4

SECTION 1 GENERAL PROVISIONS
B. This Contract may be terminated by mutual written agreement of the Parties
specifying the termination date therein.
C. The County may terminate this Contract upon twenty-four (24) hours' notice
when the County deems the health or welfare of any person is endangered or the
Contractor's non-compliance jeopardizes funding source financial participation. If
not terminated by one of the methods stated above, this Contract shall terminate
on the expiration date of this Contract as stated on the Cover Page.
15. TERMINATION FOR BREACH
If either Party defaults under this Contract and the default continues for more than ten
(10) days after the effective date of the other Party's written notice stating the specific
nature of the default, then the noticing Party may treat the default as a breach of this
Contract. Upon a breach, the aggrieved Party may exercise any remedy available under
the law, including the termination of this Contract.
16. SEVERABILITY
Any provision of this Contract that is determined by a court of competent jurisdiction to
be invalid, void, or illegal shall not affect, impair, or invalidate any other provision hereof,
and the remaining provisions shall remain in full force and effect.
17. STRICT COMPLIANCE
Acceptance by the County of performance not in strict compliance with the terms of this
Contract shall not be construed as a waiver of the requirement of strict compliance for all
future performance obligations. All changes in performance obligations under this
Contract shall be in writing.
18. NON-LIABILITY
The County and its officers and employees shall not be liable for any act or omission by
the Contractor or any subcontractor, employee, officer, agent, or representative of the
Contractor or subcontractors that occurs during the performance of this Contract, nor
shall they be liable for any purchases, debts, or agreements made by the Contractor in
anticipation of funding hereunder.
19. INDEMNITY
The Contractor agrees to indemnify, hold harmless, and defend the County, its officers,
employees, boards, and commissions; from and against any and all claims, damages,
lawsuits, and proceedings, regardless of the merits, and from any liability, punitive
damages, costs, and expense of every type, arising in whole or in part out of or in
connection with or by reason of any act or omission of the Contractor or any
subcontractors or anyone directly or indirectly employed by either the Contractor or any
subcontractors. Contractor and its Subcontractors shall reimburse the County for all
expenses, costs, and attorney's fees incurred for the defense of any litigation arising
from such claims. The Contractor shall include a clause to this effect in all subcontracts
inuring to the benefit of the Contractor or the County.
5

SECTION I GENERAL PROVISIONS
20. COVENANT AGAINST CONTINGENT FEES
The Contractor warrants that no person or selling agency has been employed or
retained to solicit or secure this Contract upon an agreement or understanding for a
commission, percentage, brokerage, or contingent fee. For breach or violation of this
warranty, the County may terminate this Contract without liability.
21. SAFEGUARDING CLIENT INFORMATION
The use or disclosure by any Party of any information concerning an eligible person
served under this Contract is directly limited to the performance of this Contract.
22. RIGHTS IN DATA
The Parties shall have the use of data and reports resulting from this Contract without
cost or otherrestrictioniexceptas-may-otherwise be provided herein or by law or
applicable regulation. Each Party shall supply to the other Party, upon request, any
available information known to the supplying Party that is relevant to this Contract and to
the performance hereunder.
23. NON-DISCRIMINATION
The Contractor, in connection with any service or other activity under this Contract, shall
not in any way discriminate against any person on the grounds of race, color, religion,
sex, national origin, age, or disability. The Contractor shall include a clause to this effect
in all Subcontracts inuring to the benefit of the Contractor or the County.
24. EQUAL EMPLOYMENT OPPORTUNITY
The Contractor shall not discriminate against any employee or applicant for employment
because of race, age, disability, color, religion, sex, or national origin. The Contractor
shall take affirmative action to ensure that applicants are employed and that employees
are treated during employment without regard to their race, age, disability, color, religion,
sex, or national origin. Such action shall include, but is not limited to, the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising, lay-
off or termination, rates of pay or other forms of compensation, and selection for training,
including apprenticeship. The Contractor shall, to the extent such provisions apply,
comply with Titles VI and VII of the Federal Civil Rights Act; the Federal Rehabilitation
Act; the Age Discrimination in Employment Act; the Immigration Reform and Control Act
of 1986 (IRCA); and Arizona Executive Order 2009-09, which mandates that all persons
shall have equal access to employment opportunities. The Contractor shall also comply
with all applicable provisions of the Americans with Disabilities Act of 1990.
26. RIGHT OF PARTIAL CANCELLATION
If more than one activity is funded by this Contract, the County reserves the right to
terminate this Contract or any part thereof based on the Contractor's failure to
perform any part of this Contract without impairing, invalidating, or canceling the
remaining Work Statement obligations.
6

SECTION I GENERAL PROVISIONS
26. RIGHT TO EXTEND CONTRACT
Subject to the availability of funds and acceptable Contractor performance, the
Contractor hereby acknowledges and agrees that the County shall have the right to
extend this Contract for additional one-year periods, not to exceed a total extended term
of five (5) years, except that the cost will be subject to renegotiation. Any extension of
this Contract shall be in a writing mutually acceptable to the Department and the
Contractor and signed by both Parties.
27. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
A. The undersigned (an authorized official signing for the Contractor) certifies to the
best of his or her knowledge and belief T that the Contractor, defined as the
primary participant in accordance with 45 CFR Part 76, 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 the 3-year period preceding this Contract, been convicted
of or had a civil judgment rendered against them for the commission of
fraud or a criminal offense in connection with obtaining, attempting to
obtain, or performing a public (Federal, State, or local) transaction or
contract under a public transaction; or violated any Federal or State
antitrust statues; or committed embezzlement, theft, forgery, bribery,
falsification or destruction of records, making false statements, or
receiving stolen property;
3) are not presently indicted or otherwise criminally or civilly charged by a
government entity (Federal, State, or local) with the commission of any of
the offenses enumerated in paragraph (2) of this certification; and
4) have not, within the 3-year period preceding this Contract, had one or
more public transactions (Federal, State, or local) terminated for cause of
or default.
B. If the Contractor is not able to provide this certification, an explanation as to why
shall be attached to this Contract.
C. The Contractor shall include, without modification, this clause in all lower tier
covered transactions (i.e. transactions with subcontractors) and in all solicitations
for lower tier covered transactions related to this Contract.
28. E-VERIFICATION OF EMPLOYEES
The Contractor warrants that it is in compliance with A.R.S. § 41-4401 and further
acknowledges:
A. That the Contractor and its subcontractors, if any, warrant their compliance with
all federal immigration laws and regulations that relate to their employees and
7

SECTION I GENERAL PROVISIONS
their compliance with A.R.S. § 23-214, subsection A: after December 31, 2007,
every employer, after hiring an employee, shall verify the employment eligibility of
the employee through the e-verify program and shall keep a record of the
verification for the duration of the employee's employment or at least three years,
whichever is longer.;
B. That a breach of a warranty under subsection A above shall be deemed a
material breach of this Contract that entitles the County to, among other things,
terminate this Contract without liability;
C. That the County retains the right to inspect the papers of the Contractor and any
subcontractor employee who works on this Contract to ensure that the Contractor
and all subcontractors are complying with the warranty provided under
subsection A above, and that the Contractor shall make all papers and
employment records of said employee(s) available during normal working hours
in order to facilitate such an inspection.
D. That nothing herein shall make the Contractor or any subcontractor an agent or
employee of the County.
8

SECTION II SPECIAL PROVISIONS
1. MEDIATION/ARBITRATION
In the event that any dispute arises out of this Contract or involves a recipient of services
under the terms of this Contract, the Parties shall meet and confer in an effort to resolve
the dispute. In the event that such efforts to resolve the dispute are unsuccessful, the
Parties shall resolve the dispute by arbitration pursuant to A.R.S. § 12-1518(A).
2. CHANGES
A. The Director may, at any time, by written order, make changes within the scope
of this Contract in any one or more of the following areas:
1). Work Statement activities reflecting changes in the scope of services,
Funding Source, or County regulations, policies, or requirements.
2). Administrative requirements, such as changes in reporting periods, --
frequency of reports, or report formats required by funding source, or
County regulations, policies, or requirements.
3). Contractor reimbursement schedules and program budgets
B. The Director shall not increase or decrease the maximum reimbursable amount
to be paid the Contractor without an official amendment to this Contract.
Additionally, the Director shall not direct substantive changes in services to be
rendered by the Contractor.
C. Any dispute or disagreement caused by such written order shall constitute a
"Dispute" within the meaning of the Disputes Clause of the Special Provisions of
this Contract and shall be administered accordingly.
3. SPECIAL REQUIREMENTS
A. If the use of subcontractors is approved by County, the Contractor shall use
written subcontracts or consultant agreements that conform to Federal and State
laws and regulations, and to the requirements of this Contract appropriate to the
service or activity covered by the subcontract. These provisions apply with equal
force to the subcontract as if the subcontractor were the Contractor referenced
herein. The Contractor is responsible for performing under this Contract whether
or not Subcontractors are used. The Contractor shall submit a copy of each
Subcontract to the County within fifteen (15) days of its effective date.
B. The Contractor shall include in any subcontracts a provision to the effect that the
subcontractor agrees that the County shall have access to the subcontractor's
facilities and the right to examine any books, documents, and records of the
subcontractor; involving transactions related to the subcontract and that such
books, documents, and records shall not be disposed of except as provided
herein.
4. INSURANCE
A. The Contractor shall have in effect at all times during the term of this Contract
9

SECTION II SPECIAL PROVISIONS
insurance that is adequate to protect the County, its officers, employees,
participants, and equipment funded under this Contract against such losses as
are set forth below. The Contractor shall provide the County with current
documentation of insurance coverage by furnishing a Certificate of Insurance or
a certified copy of the insurance policy naming the County as an additional
insured.
B. The following types and amounts of insurance are required as minimums:
1.) Workers' Compensation and Unemployment Insurance as required by
law.
2.) Unemployment Insurance as required by Arizona Law.
3.) Public liability, bodily injury, and property damage policies that insure
against claims for liability for the Contractor's negligence or maintenance
of unsafe vehicles, facilities, or equipment brought by clients receiving
services pursuant to this Agreement and by lawful visitors of such clients.
The limits of the policies shall not be less than $2,000,000 per occurrence
and $4,000,000 aggregate.
C. Automobile and Truck Liability, Bodily Injury and Property Damages:
1.) General Liability, each occurrence; $1,000,000.00
2,) Property Damage; $1,000,000.00
3.) Combined single limit; $1,000,000.00
D. Standard minimum deductible amounts are allowable. Any losses applied
against insurance deductible are the sole responsibility of the Contractor.
E. Professional Liability:
1.) Insurance for the Contractor and its Agents, Employees, and other
Contractor Staff shall be maintained with coverage limits of one million
dollars ($1,000,000) per person, three million dollars ($3,000,000) per
occurrence.
2.) The Contractor agrees that in the event it, or any of its Agents,
Employees, or other Contractor Staff working under this Contract, is
named as a defendant in litigation T or is identified in a written notice of
claim wherein professional misconduct is alleged, the Contractor shall
promptly notify the Director in writing. The duty to notify under this
paragraph applies whether or not the County is claimed to be involved, is
named as a party to the matter, or could be potentially liable as a party.
F. The Contractor shall immediately inform the Director in writing of any cancellation
or its insurance or any decrease in its lines of coverage at least thirty (30) days
before such action takes place.
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SECTION II SPECIAL PROVISIONS
6. STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST
Notice is given that pursuant to A.R.S. § 38-511, the County may cancel this Contract
without penalty or further obligation within three years after execution of this Contract, if
any person significantly involved in initiating, negotiating, securing, drafting, or creating
this Contract on behalf of the County is at any time while this Contract or any extension
of this Contract is in effect, an employee or agent of any other Party to this Contract in
any capacity or consultant to any other Party of this Contract with respect to the subject
matter of this Contract. Additionally, pursuant to A.R.S. § 38-511, the County may
recoup any fee or commission paid or due to any person significantly involved in
initiating, negotiating, securing, drafting, or creating this Contract on behalf of the County
from any other Party to this Contract arising as the result of this Contract.
This Contract may be cancelled pursuant to A.R.S. § 38-511.
6. LAWS, RULES, AND REGULATIONS
The Contractor and the County understand and agree that this Contract is subject to all
applicable State and Federal laws, rules, and regulations.
A. Neither this Contract, nor any portion thereof, may be assigned to another person
by the Department without the written consent of the Contractor's designated
representative. Any attempt by the Department to assign any portion of this
Contract without the written consent of the Contractor shall constitute a breach of
this Contract.
B. No assignment shall alter the Department's responsibility to the Contractor to
assure that all of the provisions under this Contract are carried out by its
assignee. All terms and conditions in this Contract shall be included in the
Department's assignments.
1 1

SECTION III WORK STATEMENT
1. DEFINITIONS:
A. MCDPH refers to Maricopa County Department of Public Health
B. MCOOH FTF refers to Maricopa County Department of Public Health Office of
Oral Health First Teeth First
C. DHF refers to Dignity Health Foundation East Valley
2. SERVICE GOALS
Dignity Health Foundation — (East Valley) will partner with the Maricopa County
Department of Public Health (MCDPH) Office of Oral Health (00H) to implement the
First Teeth First program in Maricopa County.
3. SERVICE OBJECTIVES/ACTIVITIES
A. Provide funding to Dignity Health Foundation for the cost of providing services
that meet the proposed Target Service Units (TSU) laid out by First Things First,
as well as, other performance measures.
B. Site Coordinators will be responsible for the coordination of data collection and
reporting processes at site locations into the Maricopa County First Teeth First
Database. DHF and MCOOH FTF will be responsible for scheduling and staffing
delegated locations in a collaborative effort.
C. Complete Data Submission Form for each location that services is rendered.
D. MCOOH FTF will facilitate collaboration with and coordination of DHF to
implement the strategy and program/service delivery in accordance with the First
Things First Scope of Work and Standards of Practice.
4. OTHER REQUIREMENTS
MCOOH FTF shall:
A. Provide program information, materials and forms in advance of scheduled
screening dates, to DHF.
B. Collect and report all required data and participation in ongoing program services
to First Things First on a quarterly basis.
C. Maintain all client information according to confidentiality requirements.
D. Responsible for coordinating all quality assurance activities related to DHF
participation in conjunction with the First Teeth First evaluation and First Things
First Standards of Practice.
E. Implement a central intake system that works to increase collaboration and
streamline referrals through partnered organizations. Assist in the development
of a referral list with DHF.
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SECTION III WORK STATEMENT
F. Build upon and leverage the existing professional development infrastructure and
system with DHF. Both organizations will establish a coordinated plan for
training and professional development.
G. Provide leadership around policy advocacy for the oral health agenda in the six
regions supporting the grant.
H. Provide individual patient level screening data to DHF for children provided
services by DHF on a quarterly basis
I. Make consent forms and patient information available to DHF if requested as
required by HIPPA.
DHF shall:
A. Promote participation in the First Teeth First fluoride varnish program through
communication with childcare centers, preschools and community locations.
Providing basic oral screenings, fluoride varnish and education to target
population.
B. Recruit, hire and provide day-to-day supervision, salary, benefits, and other
employee related expenses for all DHF staff. A resume must be sent to the
grantor should any new staff be hired.
C. Meet the Target Service Units (TSU) designated in the RFGA.
D. Provide quarterly data submission reports of performance measures listed in the
RFGA and a narrative report of activities that occurred during that quarter.
Numerical data should be broken down by month. This is due to First Things First
by the 5th of the first month after the quarter ends.
E. Use all forms, educational materials, protocols and guidelines used in other
MCOOH FTF oral health services delivery throughout Maricopa County.
F Keep returned consent forms until the date of service and store all consent forms
and treatment records after services have been provided until delivery to
MCOOH FTF.
G. DHF will provide all consent forms and treatment records to MCOOH FTF weekly
for entry into the central database.
H. Provide outreach to parents/guardians with children having urgent dental needs
so that referrals to dental services occur after the initial dental screening.
I. Participate in the advancement of the professional development infrastructure
through collaborative efforts with MCOOH FTF.
J. Provide staff at designated locations to provide clinical services and instruction to
the target population for the related First Things First grant.
K. Submit invoices on a monthly basis.
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SECTION IV COMPENSATION
1. COMPENSATION
A. Subject to the availability of funds, County shall pay DHF on a cost
reimbursement basis for the services described herein for a sum not-to-exceed
the Contract Amount listed on the cover page of this Agreement. In accordance
the budget lines indicated in Attachment A, Budget. The request for payment
must be submitted by DHF.
B. Invoice shall contain the following information on DHF letterhead:
• Date of invoice
• Invoice to include a detailed list of expenses by line item with back up
information as requested.
C. DHF will send an invoice to the County for payment to the following address:
Maricopa County Department of Public Health
Office of Oral Health
Attention: Program Manager
1645 E. Roosevelt St., 2na Floor
Phoenix, AZ 85006
2. METHOD OF PAYMENT
A. DHF shall submit a payment request. This payment request must be on Dignity
Health letterhead and contain a signature authorizing the request.
B. Subject to the availability of funds, the County will, within thirty (30) working days
from the date of receipt of the fully executed IGA, process and remit, to DHF, a
warrant for payment up to the maximum total allowable for services provided.
C. DHF understands and agrees that the County will not honor any claim for
payment submitted six (6) months after the last date of service for each session.
DHF understands and agrees that the County will not process any claim for
payment for services rendered prior to the expiration date that is submitted sixty
(60) days after the expiration date without approval of the County.
3. NOTICE
Any notice given under this Contract shall be sent to the attention of the following:
Maricopa County Department of Public Health Maricopa County Department of Public Health
Office of Oral Health Services Grants and Contracts Unit
Attention: Program Manager Grants and Contracts Administrator
1645 E. Roosevelt St., 2 Floor 4041 N. Central Avenue, Suite 1400
Phoenix, AZ 85006 Phoenix, Arizona 85012
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Maricopa County Office of Oral Health
First Teeth First and Dignity Healthcare
RFGA FTF-Multi46-0519-00
Appendix A
Dignity Health, Chandler Regional Medical Center
FY16 Budget
Dignity Health FY16 Budget
Budget OtegOi escription :eflitOstedIFO
Kathleen Dowler, Community
$7,890
Integration Director
Program Manager (.5 FTE) $41,302
Program Coordinator $45,232
Community Health RN $49,338
Personnel Oral Health Educator $45,024
Oral Health Educator $45,024
Dental Hygienist $84,118
Dental Hygienist $50,471
PRN Education staff $4,557
PRN Community Health RN's $6,312
T..sp,r1 1 .300 1-
Program Manager $534
Program Coordinator $801
Community Health RN $534
Oral Health Educator $578
Travel
Oral Health Educator $578
Dental Hygienist $578
Dental Hygienist $578
PRN staff $120
rajeI Su b
General Office Supplies $1,000
Food $820
Software $1,150
Operating Advertising $640
Expenses Printing/Copying $5,478
Professional Development $4,000
Program Supplies $24,267
Program Materials $1,610
Operating Expenses
:Subtotal Directz Program;PSS: 2535
Indirect/
6.5% administrative overhead $27,465
Admin Costs
tail 4.4.;00

Maricopa County Office of Oral Health
First Teeth First and Dignity Healthcare
RFGA FTF-Multi-16-0519-00
Dignity Health, Chandler Regional Medical Center
FY16 Budget Narrative
Personnel Services: (All salaries based on 26 pay periods)
Wage calculation for all staff:
Requested funds = 6 pay periods (salary * # hours per pay period) + 20 pay periods (salary * #
hours per pay period)
*1.5% increase in salary expected effective October 1, 2015
Title: Director of Community Integration
Name: Kathleen Dowler
Salary: $50/hour
Time spent on Program: 3 hours per week
# of months assigned to program: 12 months
1.5% increase in salary expected effective October 1, 2015
Calculation: 6(50*6)+20(50.75*6) = $ 7890.00
Title: Program Manager
Name: Megan Miks
Salary: $39.26/hour
Time spent on Program: 20 hours per week
# of months assigned to program: 12 months
1.5% increase in salary expected effective October 1, 2015
Calculation: 6(39.26*40)+20(39.85*40) = $41,302.40
Title: Program Coordinator
Name: Melva Molina-Lucas
Salary: $21.50
Time spent on Program: 40 hours per week
# of months assigned to program: 12 months
1.5% increase in salary expected effective October 1, 2015
Calculation: 6(21.50*80)+20(21.82*80) = $45,232.00
Title: Community Health RN
Name: To be hired
Salary: $39.08/hour
Time spent on Program: 24 hours per week
# of months assigned to program: 12 months
1.5% increase in salary expected effective October 1, 2015
Calculation: 6(39.08*48)+20(39.67*48) = $49,338.24
Title: Oral Health Educator

Maricopa County Office of Oral Health
First Teeth First and Dignity Healthcare
RFGA FTF-Multi-16-0519-00
Name: Myriam Aispuro
Salary: $21.40
Time spent on Program: 40 hours per week
# of months assigned to program: 12 months
1.5% increase in salary expected effective October 1, 2015
Calculation: 6(21.40*80)+20(21.72*80) = $45,024
Title: Oral Health Educator
Name: Reyna Hively
Salary: $21.40/hour
Time spent on Program: 40 hours per week
# of months assigned to program: 12 months
1.5% increase in salary expected effective October 1, 2015
Calculation: 6(21.40*80)+20(21.72*80) = $45,024
Title: Registered Dental Hygienist
Name: Laurie Clark
Salary: $39.98/hour
Time spent on Program: 40 hours per week
# of months assigned to program: 12 months
1.5% increase in salary expected effective October 1, 2015
Calculation: 6(39.98*80)+20(40.58*80) = $84,118.40
Title: Registered Dental Hygienist
Name: Karen Felty
Salary: $39.98/hour
Time spent on Program: 24 hours per week
# of months assigned to program: 12 months
1.5% increase in salary expected effective October 1, 2015
Calculation: 6(39.98*48)+20(40.58*48) = $50,471.04
Title: PRN Oral Health Educators
Name: Monica Inclan & Rene' Seawright
Salary: $21.66/hour
Time spent on Program: 4 hours per week
# of months assigned to program: 12 months
1.5% increase in salary expected effective October 1, 2015
Calculation: 6(21.66*8)+20(21.98*8) = $4,556.48
Title: PRN Community Health Nurse
Name: Betsy Rodriguez, Vanessa Sario
Salary: $30.00/hour (average rate)
Time spent on Program: 4 hours per week

Maricopa County Office of Oral Health
First Teeth First and Dignity Healthcare
RFGA FTF-Multi-16-0519-00
# of months assigned to program: 12 months
1.5% increase in salary expected effective October 1, 2015
Calculation: 6(30*8)+20(30.45*8) = $6,312.00
Travel:
Travel costs for staff mileage throughout the Central and Southeast Maricopa Regions for
clinics, health fairs, education sessions, partner development, outreach opportunities,
professional education. Staff will carpool whenever possible.
Estimation of travel costs based on Arizona State reimbursement rate of 44.5 cents per mile.
9670 miles *.445 = $4,301
Estimated miles driven by staff:
Program Manager: 1200 miles
Program Coordinator: 1800 miles
Community Health RN: 1200 miles
Oral Health Educators: 2600 (1300 miles each)
Registered Dental Hygienists: 2600 (1300 miles each)
PRN staff: 270 miles total
Other Operating Expenses:
Item: General Office Supplies
How costs were determined: fair and normal costs for office supplies — based on FY15 average
monthly cost of $82 per month ($82*12 = $984; rounded to $1000).
Justification for costs: office supplies necessary for program operation
Item: Food
How costs were determined:
Dinner for Advisory Board meetings. Lunches for education at medical and dental offices.
Professional education (General
Dentist/Pediatrician offices)
(pizza, water, cups, plates) 14@$30 $420.00
Advisory Board Dinner 4@$100 $400.00
TOTAL $820
Justification for cost: Advisory Board members advise the Early Childhood Oral Health Program,
Chandler Regional Medical Center and its administration on matters relating to dental issues,
clinic planning and development. Staff at dental and medical professional offices are provided
with a light lunch during educational presentations.
Item: Software
How the Cost is Determined: Annual yearly maintenance of TraxSolutions software ($1150) as
contracted with nFocus Solutions.
Justify Need for Items: Data collection and analysis

Maricopa County Office of Oral Health
First Teeth First and Dignity Healthcare
RFGA FTF-Multi-16-0519-00
Item: Advertising $640
How the Cost is Determined: A-Frame sign $300, Pull up banner $240, tablecloth $100
Justify Need for Items: Signage, tablecloths, banners to be used at health fairs and community
events.
Item: Printing/Copying $5,478
How the Cost is Determined:
3000 English clinic brochures @.24each $720.00
1500 Spanish clinic brochures @.24 each $360.00
5000 family newsletter/education @.24 $1,200.00
6000 English parent packets (consents, FAQs) @.35 ea $2,100.00
2,000 Spanish parent packets (consents, FAQs) @ .35 ea $700.00
200 professional education flyers @24 each $48.00
5000 NPP booklets (HIPPA privacy notification @.07 each) $350.00
Justify Need for Items: Program information materials, consent forms, parent information.
Item: Professional Development $4,000
How the Cost is Determined: Fair and normal costs for staff training including staff retreat
($400) and estimated cost of fees for classes, education sessions, conferences ($2000) and FTF
Summit ($1600).
Justify Need for Items: Continuing education opportunities for staff
Item: Program Supplies $24,267
Screening/Fluoride Varnish Supplies - $15,270
How costs were determined: $2.76 per child: goodie bags ($1.61), Fluoride
Varnish Supplies ($1.15). 5000 children * $2.76 = $13,800
Expectant mom screening: $9.80 per screening includes goody bag and electric
toothbrush. 150 *$9.80 = $1,470
Justification for cost: Provide oral screening and fluoride varnish application
Education supplies - $8997.00
Preschool/childcare education (3000 Goody Bags
@ $1.61) $4,830.00
Educational display models, puppets, brushing carts,
books, educational etc $807.00
Health Fair education supplies
3000 adult toothbrushes @$0.27 $810.00
3000 adult toothpaste @$0.31 $930.00
3000 kids toothbrushes @$0.23 $690.00
3000 kids toothpaste @$0.31 $930.00

Maricopa County Office of Oral Health
First Teeth First and Dignity Healthcare
RFGA FTF-Multi-16-0519-00
How the Cost is Determined: Educational materials including but not limited to goody
bags, hands on activities, books, displays, brochures, pamphlets, posters, health fair
giveaways, tooth paste, tooth brushes, floss, instructional materials, and stickers.
Justify Need for Items: Provide oral health education at childcare centers, preschools,
health fairs, community events.
Item: Program Materials $1,610.00
How the Cost is Determined:
replacement tables for clinics
$200.00
(2@$100)
fingerprint clearance (4@$75) $300.00
staff shirts/scrubs (30 @ $25) $750.00
clinic carts/bins (6@$60) $360.00
Justify Need for Items: Fingerprint clearance is required by many of the school districts and
childcare centers where clinics are held. Staff shirt/scrubs are purchased to provide program
visibility and awareness. Table is used at clinics for educational, screening, and fluoride varnish.

EXHIBIT A, Business Associate Agreement
MARICOPA COUNTY
By and Through its
Department of Public Health (MCDPH)
Office of Oral Health
BUSINESS ASSOCIATE AGREEMENT
This Agreement sets out the responsibilities and obligations of Dignity Health d/b/a Chandler Regional Medical
Center ("Business Associate" or "Associate") as a business associate of the MARICOPA COUNTY, a covered entity,
under the Health Insurance Portability and Accountability Act ("HIPAA"), the Health Information Technology for
Economic and Clinical Health ("HITECH") Act, and pursuant to the Contract or Engagement Letter between
Associate and MARICOPA COUNTY.
MARICOPA COUNTY may make available and/or transfer to Associate Protected Health Information ("PHI") of
individuals in conjunction with Services, which Associate will use or disclose only in accordance with this Agreement.
Associate and MARICOPA COUNTY agree to the terms and conditions of this Agreement in order to comply with the
use and handling of PHI under the HIPAA Standards for Privacy of Individually Identifiable Health Information, 45
C.F.R. Part 160 and Part 164, Subpart E ("Privacy Standards") and the HIPAA Security Standards, 45 C.F.R. Part
160 and Part 164, Subpart C ("Security Standards"), both as amended from time to time. Unless otherwise provided,
all capitalized terms in this Agreement will have the same meaning as provided under the Privacy Standards and
Security Standards. Associate and MARICOPA COUNTY will comply with the terms of this Agreement for the
duration of the Contract or Engagement Letter and for such other continuing periods as provided in this Agreement.
Upon the compliance date of any final regulation or amendment to final regulation promulgated by the Secretary of
Health and Human Services that affects Associate's use or disclosure of PHI, the parties agree to take such
reasonable action as is necessary to amend this Agreement in order for MARICOPA COUNTY to comply with such
final regulation or amendment to final regulation.
Definitions for terms in this Agreement:
1. Business Associate or Associate means an entity that performs or assists in the performance of a function on
behalf of a Covered Entity, which involves the use, or disclosure of Individually Identifiable Health Information
as defined in 45 C.F.R. § 160.103. In addition, an Associate can be an entity that provides data transmission
services to a Covered Entity, is more than a mere conduit of information, and allows a Covered Entity to
access the maintained information in a manner beyond a random or infrequent basis. The terms "Business
Associate", "Associate" and "Contractor are synonymous. Notwithstanding this definition, if Contractor does
not have access to or create Protected Health Information under this Contract, Contractor is not an
Associate, and the terms of this Agreement do not apply to Contractor.
2. Contractors of Business Associate means a person or an entity to whom an Associate delegates a function,
activity, or service that the Associate has agreed to perform for a Covered Entity. A contractor of an
Associate which creates, receives, maintains, or transmits personal health information on behalf of the
business associate is itself a Business Associate and therefore will comply with the terms of this Agreement.
For purposes of this Agreement the term "Contractor" includes the Contractor, its employees, its
subcontractors and its agents.
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EXHIBIT A, Business Associate Agreement
3. Protected Health Information ("PHI") means the health information that is created or received by a Covered
Entity; and relates to the physical condition, mental health or other health condition of an Individual, or to the
provision of health care to the Individual (including but not limited to the payment for such health care); and
identifies or can be used to identify the Individual as defined in 45 C.F.R. § 160.103.
4. Individual shall have the meaning set forth in 45 CFR §160.103, including a person who is the subject of the
Protected Health Information, and shall include an individual or entity who qualifies as a personal, legal
representative of the person, as the context requires.
5. Privacy Rule shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR
Parts 160 and 164, Subparts A and E, as may be amended, modified or superseded, from time to time.
6. Security Rule shall mean the Standards for Security of Individually Identifiable Electronic Health Information at
45 CFR Parts 160 and 164, Subparts A, C and E, as may be amended, modified or superseded, from time to
time.
7. Breach shall mean the acquisition, access, use or disclosure of Protected Health Information in a manner not
permitted by the HIPAA Privacy Rule, that compromises the security or privacy of the Protected Health
Information as defined, and subject to the exception given to such term in 45 C.F.R. § 164.402.
8. Breach Notification Rule shall mean the interim final rule related to breach notification for unsecured protected
health information at 45 C.F.R. Parts 160 and 164.
9. Covered Entity shall have the meaning given to such term in 45 C.F.R. § 160.103.
10. Designated Record Set shall have the meaning given to such term under the Privacy Rule at 45 C.F.R. §
164.501.
11. Security Incident shall have the meaning given to such phrase under the Security Rule at 45 C.F.R. § 164.304.
12. Unsecured PHI shall have the meaning given to such phrase under the Breach Notification Rule at 45 C.F.R. §
164.402.
13. Electronic Protected Health Information or ePHI shall have the same meaning given to such term under the
Security Rule, including, but not limited to, 45 C.F.R. § 160.103.
14. Electronic Media shall have the same meaning given to such term in 45 C.F.R. § 160.103.
15. Health Information Technology for Economic and Clinical Health (HITECH) Act, as codified at 42 U.S.C.
§§ 17921-17954.
16. Secretary shall mean the Secretary of the Department of Health and Human Services or his or her designee.
It is agreed by and between the parties that:
1. Uses and Disclosures of Protected Health Information. Associate will use and disclose PHI only for those
purposes necessary to perform its duties, obligations and functions under the Contract, or as otherwise
expressly permitted in this Agreement or as required by other law.
a. Associate will not use or further disclose any PHI in violation of this Agreement
b. Associate may use PHI to perform data aggregation services as permitted by 45 C.F. R. § 164.504(e) (2)
(i) (B).
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
Maricopa County Business Associate Agreement 2
4/3/2015

EXHIBIT A, Business Associate Agreement
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 shell use and disclose PHI only to the extent reasonably necessary to accomplish the intended
purpose of such PHI.
3. Safeguards. Associate will implement and maintain appropriate safeguards to prevent any use or disclosure of
PHI not otherwise permitted in this Agreement
a. Associate also will implement administrative, physical and technical safeguards to protect the
confidentiality, integrity, and availability of any electronic protected health information ("e-PHI"), if any,
that Associate creates, receives, maintains, and transmits on behalf of MARICOPA COUNTY.
b. Upon request of MARICOPA COUNTY, Associate will provide evidence to MARICOPA COUNTY that
these safeguards are in place and are properly managed.
4. Reports of Improper Use or Disclosure of Secure or Unsecure Protected Health Information and of
Security incidents and Breaches. Associate will report in writing to MARICOPA COUNTY any use or
disclosure of PHI, including any breach, not permitted by the contract between Associate and MARICOPA
COUNTY within five (5) days of Associate's learning of such use, disclosure or breach or within five (5) days
following the exercise of reasonable diligence would have known of the improper use, disclosure, or breach.
5. Mitigation of potential harmful effects. Associate shall mitigate all potential harmful effects of a use or
disclosure of Protected Health Information by Business Associate in violation of the requirements of this
Agreement. Immediately following the Associate's discovery of a Breach (or upon the Associate's reasonable
belief that a Breach has occurred), Associate shall provide MARICOPA COUNTY with sufficient information to
permit MARICOPA COUNTY to comply with the Breach notification requirements set forth at 45 C.F.R.
§164.400 et seq.
a. Specifically, if the following information is known to (or can be reasonably obtained by) the Associate,
Associate will provide to MARICOPA COUNTY all available information that MARICOPA COUNTY is
required to include in its notification to the individual pursuant to the Breach Notification Rule, including
but not limited to:
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EXHIBIT A, Business Associate Agreement
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 MAR1COPA COUNTY any unauthorized access, use, disclosure,
modification, or destruction of e-PHI or interference with system operations in an information system
containing e-PHI of which Associate becomes aware, provided that:
i. such reports will be provided only as frequently as the parties mutually agree, but no more than once
per month; and
ii. if the definition of "Security Incident" under the Security Standards is amended to remove the
requirement for reporting "unsuccessful" attempts to use, disclose, modify or destroy e-PHI, the
portion of this Section 5 addressing the reporting of unsuccessful, unauthorized attempts will no
longer apply as of the effective date of such amendment.
6. Obligations Regarding Associate Personnel. Associate will appropriately inform all of its employees, agents,
representatives, members of its workforce, and Contractors, its employees, subcontractors, or agents of
Associate ("Associate Personnel"), whose services may be used to satisfy Associate's obligations under the
Contract and this Agreement of the terms of this Agreement. Associate represents and warrants that the
Associate Personnel are under legal obligation to Associate, by contract or otherwise, sufficient to enable
Associate to fully comply with the provisions of this Agreement. Associate will maintain a system of sanction for
any Associate Personnel who violates this Agreement.
7. Access to Protected Health Information.
a. MARICOPA COUNTY Access. Within five (5) business days of a request by MARICOPA COUNTY for
access to PHI received from MAR1COPA 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.
Maricopa County Business Associate Agreement 4
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EXHIBIT A, Business Associate Agreement
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 MAR1COPA COUNTY, Associate will provide such
information to MARICOPA COUNTY for amendment. Alternatively, if MARICOPA COUNTY request
includes specific information to be included in the PHI as an amendment, Associate will incorporate such
amendment within five (5) business days of receipt of the MARICOPA COUNTY request.
b. Individual Request. If an individual makes a request for amendment directly to Associate, Associate will
forward within five business days such request in writing to MARICOPA COUNTY. MARICOPA COUNTY
will be responsible for making all determinations regarding amendments to PHI and Associate will make
no such determinations.
9. Accounting of Disclosures; Requests for Disclosure.
a. Disclosure Records. Associate will keep a record of any disclosure of PHI received from MARICOPA
COUNTY that Associate makes to its employees, subcontractors, and agents, or other third parties other
than:
(1) Disclosures to health care providers to assist in the treatment of patients;
(2) Disclosures to others to assist MARICOPA COUNTY in paying claims;
(3) Disclosures to others to assist MARICOPA COUNTY in conducting its health care operations, as
defined in 45 C.F.R. § 164.501; or
(4) Disclosures made pursuant to an individual's Authorization.
Associate will maintain this disclosure record for six (6) years from the termination of this Agreement.
Associate also agrees to maintain necessary and sufficient documentation of Disclosures of Protected Health
Information as would be required for MARICOPA COUNTY to respond to a request by an individual for an
accounting of Disclosures, in accordance with 45 CFR 164.528.
b. Data Regarding Disclosures. For each disclosure for which it is required to keep a record under
paragraph 8(a), Associate will record and maintain the following information:
(1) The date of disclosure;
(2) The name of the entity or person who received the PHI, and, the address of such entity or person, if
known.
(3) A description of the PHI disclosed; and
(4) A brief statement of the purpose of the disclosure.
c. Provision to MARICOPA COUNTY. Associate will provide to MARICOPA COUNTY its record of
disclosures under paragraph 8(a), if any, within thirty days of each disclosure. Within five business days
of receiving a notice from MARICOPA COUNTY of an individual's request for an accounting, Associate
also will provide to MARICOPA COUNTY its disclosure record.
d. Patient Request to Associate. If a Patient requests and accounting of disclosures directly from
Associate, Associate will forward the request to MARICOPA COUNTY within five (5) business days of
Associate's receipt of the request, and will make its records of disclosures available to MARICOPA
COUNTY as otherwise provided in this Section. MARICOPA COUNTY will be responsible to prepare and
for delivery of the records of disclosure to the Patient. Associate will not provide an accounting of its
disclosure directly to the Individual.
Maricopa County Business Associate Agreement 5
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EXHIBIT A, Business Associate Agreement
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 MAR1COPA 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 MAR1COPA COUNTY or it agents or auditors to determine
Associate's compliance with this Agreement.
b. Government Access. Associate will make its internal practices, books, and records relating to the use
and disclosure of PHI received from, or created or received by Associate on behalf of, MARICOPA
COUNTY available to the Secretary of the Department of Health and Human Services to the extent
required for determining compliance with the Privacy Standards. Notwithstanding this provision, no
attorney-client, accountant-client or other legal privilege will be deemed waived by Associate or
MARICOPA COUNTY as a result of this Section.
12. Termination. MARICOPA COUNTY may immediately terminate the Contract, if any and this Agreement upon
written notice to Associate if MARICOPA COUNTY determines that the Associate or subcontractor(s) or
agent(s) of Associate has breached a material term of this Agreement. Alternatively, MARICOPA COUNTY may
elect to provide Associate with written notice of Associate's or subcontractor(s)' or agent(s)' of Associate breach
of any term or condition of this Agreement and afford Associate the opportunity to cure the breach to the
satisfaction of MARICOPA COUNTY within thirty (30) days of the date of such notice. If Associate fails to timely
cure the breach, as determined by MARICOPA COUNTY at its sole discretion, MARICOPA COUNTY may
terminate the Contract and this Agreement.
13. Return or Destruction of Protect Health Information.
a. Return of PHI; Destruction. Within thirty (30) days of termination of the Contract or this Agreement,
Associate will return to MARICOPA COUNTY all PHI received from MARICOPA COUNTY or created or
received by Associate on behalf of MARICOPA COUNTY that Associate maintains in any form or format.
Associate will not maintain or keep in any form or format any portion of such PHI. Alternatively, Associate
may, upon MARICOPA COUNTY written consent, destroy all such PHI and provide written documentation
of such destruction. The requirement to return or destroy such PHI will apply to all agents or
subcontractors of Associate. Associate will be responsible for recovering any PHI from such agents or
subcontractors. If Associate cannot obtain the PHI from any agent or subcontractor, Associate will so
notify MAR1COPA 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
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EXHIBIT A, Business Associate Agreement
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 MAR1COPA
COUNTY, Associate will restrict the use or disclosure of such PHI consistent with the MAR1COPA COUNTY
instructions.
15. Mitigation Procedures. Associate agrees to have procedures in place for mitigating, to the maximum extent
practicable, any deleterious effect from the use or disclosure of PHI received from MARICOPA COUNTY in a
manner contrary to this Agreement or the Privacy Standards.
16. Compliance with the HITECH Act. Associate will comply with the requirements of Title XII, Subtitle D of the
Health Information Technology for Economic and Clinical Health (HITECH) Act, codified at 42 U.S.C. §§ 17921-
17954, which are applicable to Associates, and will comply with all regulations issued by the Department of
Health and Human Services (HHS) to implement these referenced statutes, as of the date by which Associates
are required to comply with such referenced statutes and HHS regulations.
a. Associate will also comply with Section 13402 of the HITECH Act, codified at 42 U.S.C. § 17932, and
with all regulations issued by HHS to implement this statute, as of the date by which Associates are
required to comply with such referenced statutes and HHS regulations. Associate will make a report to
the MARICOPA COUNTY of any breach of unsecured protected health information, as required by 42
U.S.C. § 17932(b), within five (5) business days of Associate's discovery of the breach. Associate will
indemnify MARICOPA COUNTY for any reasonable expenses MARICOPA COUNTY incurs in notifying
individuals of a breach caused by Associate or its subcontractors or agents.
17. Miscellaneous.
a. Compliance with Laws. The Parties acknowledge that state and federal laws relating to electronic data
security and privacy are rapidly evolving and that amendment of this Agreement may be required to
ensure compliance with such developments. Should such developments occur, and upon either Party's
good faith request, the other Party agrees to enter good faith negotiations concerning the terms of an
amendment to this Agreement.
b. Construction of Terms. The terms of this Agreement will be construed in light of any applicable
interpretation or guidance on the Privacy Standards and Security Standards issued by the Department of
Health and Human Services and other applicable state or federal laws, rules and regulations as amended
from time to time.
c. No Third Party Beneficiaries. Nothing in this Agreement will confer upon any person other than the
parties and their respective successors or assigns, any rights, remedies, obligations, or liabilities,
whatsoever.
d. Assignment of Rights and Delegation of Duties. This Agreement is binding upon and inures to the
benefit of the Parties hereto and their respective successors and permitted assigns. However, neither
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EXHIBIT A, Business Associate Agreement
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 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.
lc. Facsimile and Electronic Signatures. Facsimile and electronic signatures shall be deemed to be
original signatures for all purposes of this Agreement.
I. 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 d/b/a Chandler Regional
BOARD OF SUPERVISORS Medical Center
301 W. Jefferson Street, 10 1n Floor 475 South Dobson Road
Phoenix, AZ 85003 Chandler, AZ 85224
(602) 506-3416
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EXHIBIT A, Business Associate Agreement
Agreed to by MARICOPA COUNTY and Associate by:
MARICOPA COUNTY ASSOCIATE
-7
7AvAs'—
SIGNATURE DATE SIGNATURE DATE
Steve Chucri, Chairman, Board of Supervisors 77-;-) czYr///'
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
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
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