IGA RE SYSTEM OF CARE COORD PERINATAL WITH MIHS.PDF

INTERGOVERNMENTAL AGREEMENT MIHS #: 90-15-125-1
MARICOPA COUNTY
by and through the
DEPARTMENT OF PUBLIC HEALTH
4041 N. Central Avenue, #1400, Phoenix, Arizona 85012
1. Agreement No: C-86-15-076-3-00 2. Agreement Type: _Cost Reimbursement
3. Agreement Amount: _$171,904 4. Purpose: _System of Care Coordination - Perinatal
5. Start Date: February 1, 2015 6. Expiration Date: October 31, 2019
This Agreement is entered into by and between the Maricopa County Special Health Care District d.b.a. Maricopa Integrated
Health System (MIHS), (referred to herein as “Contractor”), and Maricopa County, by and through its Department of Public
Health (MCDPH) (referred to herein after as “County”). Contractor and the County are collectively referred to herein as the
“Parties” and individually as a “Party.” Contractor, 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 Agreement, its exhibits, attachments, and appendices, including 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 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 the Parties. Nothing in this Agreement shall
be construed as consent to any lawsuit or waiver of any defense in a lawsuit brought against the County or the Contractor in any
State or federal Court.
Legal Notice under this Agreement shall be given by personal delivery or by registered or certified mail, postage prepaid, return
receipt requested, to the addresses set forth below and shall be effective upon receipt by the Party to whom addressed unless
otherwise indicated in the notice.
Notice to Contractor: Cheri Tomlinson Phone (602) 344-2629
Address: 2601 E Roosevelt Street, Phoenix, AZ 85008
Notice to Department: MCDPH Grants/Contract Unit Phone: (602) 506-1829
Address: 4041 North Central Avenue, Ste #1400, Phoenix, Arizona 85012
IN WITNESS WHEREOF, the parties enter into this Agreement:
MARICOPA COUNTY SPECIAL HEALTH CARE DISTRICT MARICOPA COUNTY BOARD OF SUPERVISORS
d.b.a. MARICOPA INTEGRATED HEALTH SYSTEM.
Signature Signature
Name Name
Title Title Chairman, Board of Supervisors
Date Date
ATTEST:
Signature
Clerk of the Board
Date
Pursuant to A.R.S. § 11-952, the undersigned public agency Pursuant to A.R.S. § 11-952, the Attorney for the Board of
attorney has determined that this Intergovernmental Agreement Supervisors has determined that this Intergovernmental
is in proper form and is within the powers and authority granted Agreement is within the powers and authority granted under the
under the laws of the State of Arizona. laws of the State of Arizona.
Signature Signature
Attorney for Maricopa County
Date Date
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SECTION I 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 Agreement, the following terms shall have the following
meanings:
A. Agreement means this document and all attachments and amendments hereto.
B. Contractor means the person, firm or organization listed on the Cover Page of
this Agreement.
C. County means Maricopa County, Arizona.
D. Department means the Maricopa County Department of Public Health.
E. Funding Source means any federal, State, or private agency funding source,
which may impose conditions on the funding that will be passed on to the
Contractor.
3. GENERAL REQUIREMENTS
A. 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.
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 Agreement, and shall comply with all laws regarding unemployment
insurance, disability, and workers’ compensation.
C. The 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. AMENDMENTS
All Amendments to this Agreement must be in writing and signed by authorized persons
for both Parties. All amendments shall clearly state the effective date of the action.
5. ADEQUACY OF RECORDS
If the Contractor's books, records and other documents related to this Agreement are not
sufficient to support and document that allowable services were provided to eligible
clients, the Contractor shall reimburse the County for the services not adequately
supported and documented.
6. RETENTION OF RECORDS
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SECTION I GENERAL PROVISIONS
A. This provision applies to all financial and programmatic records, supporting
documents, statistical records, and other records of the Contractor that relate to
this Agreement.
B. The Contractor shall retain all financial books, records, and other documents
related to this Agreement for five (5) years after final payment or until after the
resolution of any audit questions, which could be more than five (5) years,
whichever is longer. 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 financial books, records and other
documents.
7. ASSIGNMENT AND SUBCONTRACTING
No rights, liability, obligations or duties under this Agreement 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 Agreement that are disallowed, by a federal,
State or County audit in the amount of the disallowance, as well as court costs
and attorney fees the County incurs to pursue legal action relating to a
disallowance.
B. If 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 shall 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 immediate repayment of the disallowed
amount by the Contractor.
9. AGREEMENT COMPLIANCE MONITORING
County 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 its records and documents related to work performed or services
provided under this Agreement available to the County for inspection and copying.
10. AVAILABILITY OF FUNDS
A. The provisions of this Agreement relating to the payment for services shall
become effective when funds assigned for the purpose of compensating the
Contractor, as provided herein, are actually available to the County for
disbursement. The Department shall be the sole authority in determining the
availability of funds under this Agreement and the County shall keep the
Contractor fully informed as to the availability of funds.
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 Agreement, the County may amend, suspend,
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SECTION I GENERAL PROVISIONS
decrease, or terminate its obligations under or in connection with this Agreement.
If this Agreement is terminated, the County shall be liable for payment only for
services rendered prior to the effective date of the termination, provided that such
services are performed in accordance with the provisions of this Agreement. The
County shall give written notice of the effective date of any suspension,
amendment, or termination under this section at least ten (10) days in advance.
11. CONTINGENCY RELATING TO OTHER CONTRACTS AND GRANTS
A. The Contractor shall, during the term of this Agreement, 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 Agreement. Failure by the Contractor to notify the County
of such award shall be considered a material breach of this Agreement and the
County may immediately terminate this Agreement without liability.
B. County may request, and the Contractor shall provide within a reasonable time,
not exceeding ten (10) working days, a copy of such other contract or grant,
when, in the opinion of the Department, the award of the contract or grant may
affect the costs being paid or reimbursed under this Agreement.
C. If the County determines that the award to the Contractor of such other contract
or grant has affected the costs being paid or reimbursed under this Agreement,
the County shall prepare an amendment to this Agreement effecting a cost
adjustment. If the Contractor disputes the proposed cost adjustment, the dispute
shall be resolved pursuant to the "Disputes" clause section contained herein.
12. DEFAULT
The County may suspend, modify, or terminate this Agreement immediately upon giving
written notice to the Contractor if the Contractor fails to perform under or otherwise
breaches any obligation under this Agreement, or upon the occurrence of any event that
may jeopardize the ability of the Contractor to perform any of its obligations under this
Agreement.
13. TERMINATION
A. Either Party may terminate this Agreement at any time by giving the other Party
at least thirty (30) calendar days prior written notice. The notice shall be given by
personal delivery or by registered or certified mail, postage prepaid, return
receipt requested.
B. This Agreement may be terminated by mutual written agreement of the Parties
specifying the termination date therein.
C. The County may terminate this Agreement upon twenty-four (24) hours notice
when the County deems the health or welfare of a patient is 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 date of this Agreement as stated on the Cover Page of this
Agreement.
14. SEVERABILITY
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SECTION I GENERAL PROVISIONS
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.
15. STRICT COMPLIANCE
Acceptance by the County of performance that is not in strict compliance with the terms
of this Agreement shall not be deemed to waive the requirement of strict compliance for
all future performance. All changes in performance obligations under this Agreement
must be in writing and signed by the Parties.
16. NON-LIABILITY
The County and its officers, representatives, agents, 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 any subcontractor occurring in the performance of
this Agreement, nor shall they be liable for purchases or contracts made by the
Contractor or any subcontractor in connection with this Agreement.
17. INDEMNITY
Each Party (as “Indemnitor”) agrees to indemnify, defend, and hold harmless the other
Party (as “Indemnitee”) from and against all claims, losses, liability, costs, and expenses
(including reasonable attorneys’ fees) (hereinafter collectively referred to as “Claims”)
arising out of bodily injury of any person (including death) or property damage, but only
to the extent that such Claims, which result in vicarious liability to Indemnitee, are
caused by the act, omission, negligence, misconduct, or other fault of Indemnitor, its
officers, agents, employees, or volunteers.
18. COVENANT AGAINST CONTINGENT FEES
The 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.
19. SAFEGUARDING CLIENT INFORMATION
The use or disclosure by any Party of any information concerning an eligible individual
served under this Agreement is directly limited to the performance of this Agreement.
20. 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 herein or by law. Each Party shall
supply to the other Party, upon request, any available information known to the
supplying Party that is relevant to this Agreement and to the performance hereunder.
21. NON-DISCRIMINATION
The Contractor, in connection with any service or other activity under this Agreement,
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SECTION I GENERAL PROVISIONS
shall not in any way discriminate against any person on the grounds of race, color,
religion, sex, national origin, age, disability, affiliation or belief. The Contractor shall
include this clause in all of its subcontracts related to this Agreement.
22. 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 insure 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 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 Immigration Reform and Control Act of 1986 (Pub. L. No. 99-603) (“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 (42 U.S.C. §§ 12101,
et seq.).
23. RIGHT OF PARTIAL CANCELLATION
If more than one activity is funded by this Agreement, the County reserves the right to
terminate this Agreement or any part thereof based on the Contractor's failure to perform
any part of this Agreement without impairing, invalidating or canceling the remaining
Work Statement obligations.
24. RIGHT TO EXTEND AGREEMENT
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 Agreement 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 Agreement shall be in writing mutually acceptable to the Department and the
Contractor and signed by both Parties.
25. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
A. The undersigned, an authorized representative of the Contractor, certifies, to the
best of his or her knowledge and belief, that the Contractor, defined as the
primary participant in accordance with 45 C.F.R. 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 Agreement been convicted of
or had a civil judgment entered 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
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SECTION I GENERAL PROVISIONS
transaction; violation of federal or State antitrust statues or 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
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 Agreement had one or more
public transactions (federal, State or local) terminated for cause or default.
B. If the Contractor is not able to provide this certification, an explanation as to why
shall be attached to this Agreement.
C. The Contractor shall include, without modification, this Paragraph in all lower tier
covered transactions (i.e., transactions with subcontractors) and in all
solicitations for lower tier covered transactions related to this Agreement.
26. 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
their compliance with A.R.S. § 23-214;
B. That a breach of the warranty under subsection A above shall be deemed a
material breach of this Agreement that entitles the County to, among other
things, immediately terminate this Agreement without liability;
C. That the County and any contracting government entity retains the legal right to
inspect the papers of any contractor or subcontractor employee who works on
this Agreement to ensure that the contractor or subcontractor is complying with
the warranty provided under subsection A 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;
D. That nothing herein shall make any contractor or subcontractor an agent or
employee of the County or contracting government entity.
27. DISPOSITION OF PROPERTY
All property acquired with funds provided for in this agreement shall become the property
of the funding source.
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SECTION II SPECIAL PROVISIONS
1. 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(s) are in conflict
with the Special or General Provisions, the Work Statement(s) shall control.
2. DISPUTES
Except as otherwise provided by law, or otherwise specifically agreed to by the Parties,
any dispute not involving a question of law arising out of this Agreement that is not
resolved between the Parties within a reasonable time, which shall not exceed 120 days,
shall be resolved as follows:
1. Disputes must be filed with the person administering this Agreement
for the County, if one has been appointed, or, if not, with the Procurement
Officer, within ten (10) days from the date the Contractor knew or should
have known the basis of the dispute.
2. The person administering this Agreement or the Procurement Officer,
as applicable, shall respond in writing to the dispute within fourteen (14)
days.
3. The Contractor may abide by the decision or may appeal the decision
to the Director of the Department within seven (7) days.
This Paragraph shall not apply to claims arising from bodily injury, death, or property
damage.
3. CHANGES
A. The Department may, at any time, by written order, make changes within the
general scope of this Agreement in any one or more of the following areas:
1. Work Statement activities reflecting changes in 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/or program budgets.
B. The order will not increase or decrease the maximum reimbursable amount to be
paid the Contractor. Additionally, the order will not direct substantive changes in
services to be rendered by the Contractor.
C. Any dispute or disagreement caused by such order shall constitute a "Dispute"
within the meaning of the Disputes Clause of the Special Provisions of this
Agreement and shall be administered accordingly.
4. AUDIT REQUIREMENT
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SECTION II SPECIAL PROVISIONS
A. If the Contractor expends $500,000 or more in a year in federal awards, the
Contractor shall have a single audit conducted for that year according to the
Single Audit Act of 1984 (Pub. L. No. 98-502) (codified at 31 U.S.C. §§ 7501, et
seq.), and the Single Audit Act Amendments of 1996 (Pub. L. No. 104-156). The
Contractor shall comply with OMB Circulars A-133, A-87, A-102, and A-110, as
applicable. The audit report shall be submitted to the County for review within
nine (9) months following the close of the fiscal year. The Contractor shall take
any necessary corrective action to remedy any material weaknesses and/or
reportable conditions identified in the audit report within six (6) months after the
release date of the report. The County may consider sanctions as described in §
.225 of OMB Circular A-133 for contractors not in compliance with the audit
requirements. All books and records shall be maintained in accordance with
Generally Accepted Accounting Principles (GAAP).
B. The Contractor shall schedule an annual financial audit to be submitted to the
County for review within twelve (12) months following the close of the program’s
fiscal year. Contractor understands that its failure to meet this requirement may
result in the loss of current funding and disqualification from consideration for
future County-administered funding.
C. Comply with the requirement of the Federal Office of Management and Budget
(“OMB”) Circular A-133. The Contractor is responsible for having an audit
performed in accordance with, and when required, by OMB Circular A-133, and
for sending a copy of the report issued as a result of the audit to the County
within thirty (30) days of issuance. The County reserves the right to engage an
auditor, at the Contractor’s expense, to perform an OMB Circular A-133 audit of
the Contractor in the event that the Contractor fails to engage an auditor or the
County rejects or disapproves of the auditor engaged by the Contractor.
5. INSURANCE
A. The Contractor shall have in effect at all times during the term of this Agreement
insurance or comparable self-insurance that is adequate to protect the County,
its officers, employees, property, and equipment against the losses set forth
below. The Contractor shall provide the County with a certificate of insurance or
a certified copy of the insurance policy naming the County as an additional
insured, or, if the Contractor is self-insured, shall provide the County with a letter
indicating that it is self-insured.
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:
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SECTION II SPECIAL PROVISIONS
1. General liability, each occurrence; $1,000,000
2. Property damage; $1,000,000
3. Combined single limit; $1,000,000
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 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, and other staff working under this Agreement, is named as a
defendant in litigation, or is identified in a written notice of claim, wherein
professional misconduct is alleged, the Contractor will promptly notify the
Department in writing. The duty to notify under this paragraph applies
whether or not the County is alleged to be involved, is named as a party
to the matter, or could be potentially liable as a party.
F. The Contractor shall immediately inform the Department of any cancellation of its
insurance or any decrease in its lines of coverage at least thirty (30) days before
such action takes place.
6. SPECIAL REQUIREMENTS
A. If the use of subcontractors is approved by the County, the Contractor agrees to
use written subcontracts or consultant agreements that conform to federal and
State laws and regulations and the requirements of this Agreement 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. The
Contractor is responsible for performance under this Agreement whether or not
any 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.
7. REPORTING REQUIREMENTS
If requested by the County, the Contractor shall submit monthly, quarterly, and annual
progress reports on or before the third (3rd) day of the month following the end of the
reporting period. In addition, a quarterly expenditure report will be submitted with the
quarterly progress report.
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SECTION II SPECIAL PROVISIONS
8. STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST
Pursuant to A.R.S. § 38-511, 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 this
Agreement on behalf of the County is, at any time while this Agreement or any extension
of this Agreement is in effect, an employee or agent of any other Party to this Agreement
in any capacity or is a consultant to any other Party to this Agreement with respect to the
subject matter of this Agreement. In addition, the County may recoup any fee or
commission paid or due to any person significantly involved in initiating, negotiating,
securing, drafting, or creating this Agreement on behalf of the County from any other
Party to this Agreement arising as the result of this Agreement.
9. POLICY ON CONFIDENTIALITY
The Contractor and the County understand and agree that this Agreement is subject to
all State and federal laws protecting client confidentiality of medical, behavioral health
and drug treatment information.
10. LAWS, RULES AND REGULATIONS
The Contractor and the County understand and agree that this Agreement is subject to
all State and federal laws, rules, and regulations that pertain hereto.
11. SPONSORSHIP ACKNOWLEDGMENT
All promotional materials, brochures, and flyers prepared by the Contractor shall include
the following statement, “Sponsored by Maricopa County Department of Public Health.”
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SECTION III WORK STATEMENT
1. BACKGROUND
Since 2002, the Maricopa County Department of Public Health (MCDPH) South Phoenix
Healthy Start (SPHS) project has provided key leadership and programmatic roles in
strengthening families within the urban communities of South Phoenix, including Laveen
and Maryvale. Historically, the communities of South Phoenix and Maryvale have had
the strongest disparities in perinatal outcomes with an average infant mortality rate for
the period of 2007-2009 within African American families of 18.8 per 1000 births
compared to 6.58 per 1000 births nationally. SPHS’s mission of increasing the number
of infants that live and remain healthy past one year of age remains at the forefront of
the numerous activities that focus on improving both the mother’s and infant’s health
while increasing father involvement and community engagement in these critical areas.
Over the next five years, SPHS will provide Level 3 Healthy Start activities targeting
African American families within the greater communities of South Phoenix, Laveen and
Maryvale. These activities will be centered on the provision of targeted individual and
community based outreach, recruitment and access linking to medical homes for
preconception, prenatal, inter-conception and infant/toddler health care; in addition to
home based case management, risk screening, health and parenting education services
for targeted women, their partners, infants and families.
Additionally, South Phoenix Healthy Start’s Community Consortium or Community Action
Network with nearly 100 members will continue to strengthen the target communities’
capacity to provide high quality, accessible, family and community centered, culturally
specific health and social services and to build collaborative relationships that increase
families’ overall health, well-being, resilience and sense of personal success and hope.
Monies supporting this Agreement are funded through Federal Catalog of Federal
Domestic Assistance CFDA # 93.926. These monies are a direct Federal grant provided
to Maricopa County Department of Public Health (MCDPH) by U.S. Department of
Health and Human Services, Health Resources and Services Administration, Award No.
2 H49MC00174-14-00, HIS, Eliminating Disparities in Perinatal Health. OMB Circular A-
133 Subpart D §__.400 requires that all sub recipients of federal funds are informed of
the Catalog of Federal Domestic Assistance (CFDA) title and number, award name and
number, and the name of federal agency. All Federal grant regulations for this CFDA
number apply to the administration of these funds.
2. PURPOSE
To provide a system of care coordination that embeds Healthy Start services within the
Maricopa Integrated Health System ( MIHS) clinic-based team in order to increase
access to quality perinatal, prenatal, inter-natal and pediatric health care for enrolled
Healthy Start participants who receive their health care at the MIHS clinic locations
within the Healthy Start service area.
3. RESPONSIBILITIES OF THE CONTRACTOR
MIHS as the Contractor shall provide the following:
A. Submission of a Program Implementation Plan within 30 days of contract
execution. The plan should include, but is not limited to: projected budget based
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SECTION III WORK STATEMENT
on the Not-to-Exceed Agreement amount, job descriptions, hiring timeline, and
activities for program implementation;
B. Recruitment, hiring, and retaining appropriate staff for approved positions;
C. Ensure high quality clinical supervision for all staff;
D. In collaboration with County, provide initial and ongoing training and professional
development activities necessary for staff to meet the professional competency
requirements of their job duties,
E. Identify, screen, and recruit participants into Healthy Start or other home visiting
programs as indicated;
F. Care coordination and health navigation for all Healthy Start participants that
utilize MIHS as their medical home, including the following:
a. Utilize MIHS’ electronic medical records system for tracking and health
information;
b. Coordinate routine perinatal care and well child follow-up visits based on the
recommended schedules of the American Congress of Obstetrics and
Gynecologists (ACOG) and the American Academy of Pediatrics (AAP);
c. Provide coordination and navigation for primary care follow-up, specialty care,
and any additional appointments;
d. Facilitate enrollment in “MyChart”, allowing Healthy Start participants on-line
access to provider released health information, appointments and a
communication portal;
e. Prenatal, inter-natal and pediatric health education and promotion including
information on domestic violence and safety plans, child abuse and neglect;
f. Monitor all referrals/track services in and out of the system, including referrals to
Family Learning Centers, classes and support groups;
g. Promote health literacy and provide culturally competent services;
h. Participate in case management conferencing with Healthy Start field staff for
participants with complex health and/or social challenges;
i. Provide routine documentation to Healthy Start field staff regarding status of
participant services;
G. Regularly attend Healthy Start team meetings;
H. Participate in the Healthy Start Community Action Network, including regular
attendance at monthly meetings;
I. Provide data collection and reporting in compliance with the funder and County
reporting and evaluation requirements, including timely submission of monthly
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SECTION III WORK STATEMENT
data reports; work with Healthy Start evaluators to modify data collection or
provide additional information to capture all funder and County required data;
J. Monitor data for quality assurance purposes;
K. Participate in Continuous Quality Improvement projects specific to and in
collaboration with Healthy Start, including a commitment to documenting service
and process effectiveness with the intent to disseminate to other Healthy Start
and community providers.
L. Participate in the Healthy Start Leadership Institute and Technical Assistance
Program (EPIC Center) activities, regional conferences and webinars as
appropriate and required by grantor.
M. In collaboration with County, educate community members, other Healthy Start
providers, health care providers, including medical students and residents,
regarding the Healthy Start model and key concepts, such as the life course
perspective and the integration of community services within the medical home
model;
N. Facilitate medical consultation services;
O. Facilitate consultation services from the Mariposa: Wings to Safety Program.
4. RESPONSIBILITIES OF THE COUNTY
The County shall provide the following:
A. Technical support regarding Healthy Start service provision, program
implementation, data and reporting, and all other components of the program;
B. Notification of meetings, webinars, conferences and trainings related to Healthy
Start service provision;
C. In collaboration with the Contractor, initial and ongoing training and professional
development activities necessary for staff to meet the professional competency
requirements of their job duties;
D. Program specific materials such as brochures, outreach and educational
supplies, as appropriate.
E. Monthly staff meetings with Project Director;
F. Quarterly administrative and budget review meetings;
G. Case management conferencing with Healthy Start clinic staff for participants
with complex health and/or social challenges;
H. Routine documentation to Healthy Start clinic staff regarding status of participant
services;
14

SECTION III WORK STATEMENT
I. Continuous Quality Improvement projects focusing on improved Healthy Start
services; including a commitment to documenting service and process
effectiveness with the intent to disseminate to other Healthy Start and community
providers;
J. Local training or conference fees for Healthy Start designated staff when
attendance is required or as funding allows; out of town travel costs (conference
fees, airfare, hotel, per diem) may also be provided when attendance is deemed
necessary for the program, funding is available and approved in advance by the
County; the County will coordinate all travel logistics.
15

SECTION IV COMPENSATION
1. COMPENSATION
A. The Contractor shall submit a detailed monthly invoice by the 25th of the following
month.
B. The Department shall, within thirty (30) working days from the date of receipt of
Contractor’s invoice, process and remit to the Contractor a warrant for payment.
Should the Department make disallowance in the claim, the claim shall be
processed to the reduced amount. The Contractor shall be notified at the address
below in writing of the amount and reasons for any disallowances, and shall be
afforded the opportunity to document the appropriateness of the disallowed costs
and to resubmit an invoice for payment.
C. Each Party assumes sole and exclusive responsibility for payment of any federal
and state income taxes, federal social security taxes, workers’ compensation,
and unemployment insurance benefits for its physicians, staff, agents, and
employees, as well as any and all other mandatory governmental deductions or
obligations.
D. The Agreement amount is not-to-exceed $171,904 for Year one (1). The
Agreement amount for each year of the subsequent years of the term will be
negotiated based on the availability of funds.
2. METHOD OF PAYMENT
A. All payment requests/invoices must be on Contractor letterhead and contain an
electronic signature authorizing the reimbursement request. The payment
request/invoice will also include the following categories:
Budget Monthly Expense Expense to Date Available Balance
Personnel
Fringe Benefits
Contractual
Equipment
Supplies
Other
Indirect
Total
B. The Contractor must maintain and have available upon request supporting
documents for each monthly reimbursement request, including invoices of costs
incurred and expenditure reports.
C. Subject to the availability of funds, the County will, within thirty (30) working days
from the date of receipt of documents enumerated herein, process and remit to
the Contractor a warrant for payment up to the maximum total allowable for
services provided. Should the County make a disallowance in the claim, the
claim shall be processed for the reduced amount. If the Contractor protests the
amount or the reason for a disallowance, the protest shall be construed as a
dispute concerning a question of fact within the meaning of the “Disputes” clause
16

SECTION IV COMPENSATION
of the Special Provisions of this Agreement.
D. The Contractor understands and agrees that the County will not honor any claim
for payment submitted six (6) months after the date of service. The Contractor
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 (45) days
after the expiration date without approval of the County.
E. Payments made by the County to the Contractor are conditioned upon the timely
receipt of applicable, accurate, and complete invoices submitted by the
Contractor. The Contractor forfeits the right to reimbursement for costs incurred
in any month for which it fails to meet the deadline for submitting the monthly
reports, except if such failure is beyond the reasonable control of the Contractor.
The Contractor also forfeits its right to reimbursement for costs incurred in which
a paid invoice or proof of expenditure is non-existent.
F. The Contractor shall submit monthly invoices to:
Maricopa County Department of Public Health
Office of Family Health
Attn: Tracy Sloat, Manager
4041 N. Central Avenue, Suite 700
Phoenix, AZ 85012
E-mail: tracysloat@mail.maricopa.gov
3. PAYMENTS
Payments shall be sent to the following addresses:
MIHS Grants and Research Department
Attn: Cheri Tomlinson
2601 E Roosevelt Street
Phoenix, AZ 85008
4. NOTICE
Any notice given under this Agreement shall be sent to the attention of the following:
Department Contractor
Maricopa County Department of Public Health Maricopa Integrated Health Systems
Office of Family Health Grant and Research Department
Attn: Tracy Sloat, Manager Attn: Cheri Tomlinson
4041 N. Central Avenue, Suite 700 2601 E Roosevelt Street
Phoenix, AZ 85012 Phoenix, AZ 85008
(602) 344-2629
Public Health E-mail: cheri.tomlinson@mihs.org
Grants and Contracts Unit
Attn: Grants Administrator
4041 N Central Ave, Suite 1400
Phoenix, AZ 85012
17

Attachment A
MCDPH Healthy Start 3.0 Budget
Revised Year 1 Budget
Line Item Year 1
36 wks / 1440 hrs
Personnel
Program Coordinator
(to be hired) 0.5 FTE $19,440
Initial Program Implementation Consultation $14,798
Community Health Worker
(to be hired) 1.0 FTE $23,184
RN Care Coordinator
(to be hired in year 2) 1.0 FTE $0
MSN/MSW CC (not RNCC)
(to be hired) 1.0 $43,200
Epic IT Programmer $6,000
Epic IT Report Writer $10,234
Subtotal Salaries $116,856
EREs 32% of salary
Program Coordinator
(to be hired) $6,221
Initial Program Implementation Consultation $4,735
Community Health Worker
(to be hired) $7,419
RN Care Coordinator
(to be hired in year 2) $0
MSN/MSW CC (not RNCC)
(to be hired) 1.0 $13,824
Epic IT Programmer $1,920
Epic IT Report Writer $3,275
Subtotal EREs $37,394
Subcontracts
DMG $699
Subtotal Consultants $699
Supplies
General supplies $1,000
Subtotal Supplies $1,000
Other
Mileage $327
Subtotal Other $327
Subtotals
Subtotal Direct $156,276
Subtotal Indirect $15,628
TOTAL BUDGET $171,904

Attachment B
Maricopa County Special Health Care District
d.b.a.
Maricopa Integrated Health System
2611 East Pierce Street
Phoenix, AZ 85008-6092
602.344.1497
602.344.1813 (Fax)
BUSINESS ASSOCIATE AGREEMENT
This Agreement sets out the responsibilities and obligations of MARICOPA COUNTY (“Business Associate” or
“Associate”) as a business associate of the Maricopa County Special Health Care District, d.b.a. Maricopa Integrated
Health System (“MIHS”), 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 MIHS.
MIHS 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 MIHS 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 MIHS 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 MIHS 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.
MIHS Business Associate Agreement 1
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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 MIHS to a Contractor, its employees,
subcontractor, or agent to perform Services for MIHS, 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.
MIHS Business Associate Agreement 2
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d. If Associate maintains a Designated Record Set, MIHS 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 MIHS for Associate’s management and administration, or to carry out Associate’s
legal and contractual responsibilities. Associate may disclose PHI received from MIHS 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 MIHS and
permitted by MIHS 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 MIHS.
b. Upon request of MIHS, Associate will provide evidence to MIHS 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 MIHS any use or disclosure of PHI,
including any breach, not permitted by the contract between Associate and MIHS 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 MIHS with sufficient information to permit MIHS 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 MIHS all available information that MIHS 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);
MIHS Business Associate Agreement 3
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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 MIHS may ask questions and
learn additional information concerning the Breach.
b. Following a Breach, Associate will have a continuing duty to inform MIHS 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 MIHS 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 MIHS 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. MIHS Access. Within five (5) business days of a request by MIHS for access to PHI received from MIHS,
Associate will make requested PHI available to MIHS.
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 MIHS. MIHS 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 MIHS will release PHI to the Patient pursuant to such a request.
8. Amendment of Protected Health Information.
a. MIHS Request. Within five (5) business days of receiving a request from MIHS to amend an individual’s
PHI received from MIHS, Associate will provide such information to MIHS for amendment. Alternatively, if
MIHS 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 MIHS 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 MIHS. MIHS 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 MIHS 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;
MIHS Business Associate Agreement 4
Revised 9/3/2014

(2) Disclosures to others to assist MIHS in paying claims;
(3) Disclosures to others to assist MIHS 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 MIHS 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 MIHS. Associate will provide to MIHS 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 MIHS of an
individual’s request for an accounting, Associate also will provide to MIHS 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 MIHS within five (5) business days of Associate’s receipt
of the request, and will make its records of disclosures available to MIHS as otherwise provided in this
Section. MIHS 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. MIHS 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 MIHS’ Notice specifically
affects Associate’s use or disclosure of PHI, MIHS shall inform Associate of the specific limitations. Associate
shall abide by the limitations of MIHS’ 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
MIHS’ Notice if MIHS 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. MIHS Access. Associate will, within five (5) business days of MIHS 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 MIHS for the purpose of allowing MIHS
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, MIHS 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 MIHS as a result of this Section.
12. Termination. MIHS may immediately terminate the Contract, if any and this Agreement upon written notice to
Associate if MIHS determines that the Associate or subcontractor(s) or agent(s) of Associate has breached a
material term of this Agreement. Alternatively, MIHS may elect to provide Associate with written notice of
MIHS Business Associate Agreement 5
Revised 9/3/2014

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 MIHS within thirty (30) days of the date
of such notice. If Associate fails to timely cure the breach, as determined by MIHS at its sole discretion, MIHS
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 MIHS all PHI received from MIHS or created or received by Associate on behalf of
MIHS 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 MIHS 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 MIHS and will require that such agents or subcontractors
directly return PHI to MIHS 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 MIHS 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. MIHS promptly
will notify Associate of whether it agrees that the return or destruction of PHI is infeasible. If MIHS 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 MIHS to be
infeasible. If MIHS does not agree that the return or destruction of PHI from Associate or its agents or
subcontractors is infeasible, MIHS 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 MIHS notice.
14. Restrictions on Use or Disclosure of Protected Health Information. If MIHS advises Associate of any
changes in, or restrictions to, the permitted use or disclosure of PHI received from MIHS, Associate will restrict
the use or disclosure of such PHI consistent with the MIHS 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 MIHS 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 MIHS 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 MIHS for
any reasonable expenses MIHS incurs in notifying individuals of a breach caused by Associate or its
subcontractors or agents.
17. Miscellaneous.
MIHS Business Associate Agreement 6
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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, MIHS retains the right to assign or delegate any
of its rights and obligations hereunder to any of its wholly owned subsidiaries, affiliates or successor
companies. Assignments made in violation of this provision are null and void.
e. No Waiver. Failure or delay on the part of either Party to exercise any right, power, privilege or remedy
hereunder shall not constitute a waiver thereof. No provision of this Agreement may be waiver by either
Party except by a writing signed by an authorized representative of the Party making the waiver.
f. Severability. The provisions of this Agreement shall be severable, and if any provision of this Agreement
shall be held or declared to be illegal, invalid or unenforceable, the remainder of this Agreement shall
continue in full force and effect as though such illegal, invalid or unenforceable provision had not been
contained herein.
g. Entire Agreement. This Agreement constitutes the entire agreement between the parties with regard to
the Privacy Standards and Security Standards, there are no understandings or agreements relating to this
Agreement that are not fully expressed in this Agreement and no change, waiver or discharge of
obligations arising under this Agreement will be valid unless in writing and executed by the party against
whom such change, waiver or discharge is sought to be enforced.
h. Written Agreement. This Agreement is considered as an integral part of the underlying Contract, and is
incorporated as though fully set forth within the Contract. This Agreement will govern in the event of
conflict or inconsistency with any provision of Contract.
i. Choice of Law. This Agreement and the rights and obligations of the parties hereunder shall be
governed by and construed under the laws of the State of Arizona, without regard to applicable conflict of
law principles.
j. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and when taken together shall constitute one agreement.
k. Facsimile and Electronic Signatures. Facsimile and electronic signatures shall be deemed to be
original signatures for all purposes of this Agreement.
l. Notices. Any notices required under this Agreement will be sent to the parties at the following address
by first class mail, fax or hand delivery:
MIHS Business Associate Agreement 7
Revised 9/3/2014

MIHS COMPLIANCE/PRIVACY OFFICER BUSINESS ASSOCIATE (‘Associate’)
Maricopa Integrated Health System ______________________________
2601 East Roosevelt Street ______________________________
Phoenix, AZ 85008 ______________________________
FAX 602.344.5190 ______________________________
Agreed to by MIHS and Associate by:
MIHS ASSOCIATE
_____________________________________ _________________________________
SIGNATURE DATE SIGNATURE DATE
PRINT NAME AND TITLE PRINT NAME AND TITLE
MIHS Business Associate Agreement 8
Revised 9/3/2014

Maricopa Integrated Health System
2611 East Pierce Street
Phoenix, AZ 85008-6092
602.344.1497
602.344.1813 (Fax)
BUSINESS ASSOCIATE AGREEMENT
FOR RELEASE OF INFORMATION TO THIRD PARTIES
1. _______________________________ (“Associate”) is a business associate of Maricopa County Special
Health Care District, d.b.a. Maricopa Integrated Health System (MIHS) pursuant to the Agreement between
Associate and MIHS 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 MIHS
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
MIHS Business Associate Agreement 9
Revised 9/3/2014