TAPI BILLING SERVICES CONTRACT 260045.DOCX

Serial # PH RFP 260045
Page 1 of 53
CONTRACT PURSUANT TO PH RFP 260045
This Contract is entered into this 1st day of February 2026 by and between Maricopa County (“County”), a political 
subdivision of the State of Arizona, and The Arizona Partnership for Immunization, an Arizona community-based 
organization (“Contractor”) for the purchase of services related to MEDICAL BILLING OUTSOURCING SERVICES.
1.0
CONTRACT TERM:
1.1
This Contract is for a term of two (2) years, beginning on the 1st day of February 2026 and ending the 31st 
day of January 2028.
1.2
The County may, at its option and with the agreement of the Contractor, renew the term of this Contract for 
additional terms up to a maximum of three (3) additional years, (or at the County’s sole discretion, extend 
the contract on a month-to-month basis for a maximum of six (6) months after expiration).  The County shall 
notify the Contractor in writing of its intent to extend the Contract term at least sixty (60) calendar days prior 
to the expiration of the original contract term, or any additional term thereafter.
2.0
CONTRACT COMPLETION:
The Contractor shall make all reasonable efforts for an orderly transition of its duties and responsibilities to another 
provider and/or to the County.  This may include, but is not limited to, the preparation of a transition plan and 
cooperation with the County or other providers in the transition. The transition includes the transfer of all records, and 
other data in the possession, custody or control of Contractor required to be provided to the County either by the terms 
of this agreement or as a matter of law. The provisions of this clause shall survive the expiration or termination of this 
agreement.
3.0
PRICE ADJUSTMENTS:
Any requests for reasonable price adjustments must be submitted sixty (60) calendar days prior to the Contract 
expiration date.  Requests for adjustment in cost of labor and/or materials must be supported by appropriate 
documentation.  The reasonableness of the request will be determined by comparing the request with the Consumer 
Price Index or by performing a market survey. If County agrees to the adjusted price terms, County shall issue written 
approval of the change and provide an updated version of the Contract. The new change shall not be in effect until the 
date stipulated on the Contract.
4.0
PAYMENTS, REIMBURSEMENTS, AND OFFSETS:
4.1
As consideration for performance of the duties described herein, Contractor shall retain the percentages as 
stated in Exhibit “A” for each listed service following the reimbursement of claims submitted and received 
on behalf of the Maricopa County Department of Public Health (MCDPH).
4.1.1
Reimbursements collected by the Contractor shall be electronically deposited to MCDPH on a 
monthly basis. The amount remitted shall reflect the total reimbursements collected less the 
Contractor’s approved percentage of verified collections, as well as any authorized costs for 
ancillary services provided by the Contractor and pre-approved by MCDPH.

Serial # PH RFP 260045
Page 2 of 53
4.1.2
Contractor shall submit monthly documentation to MCDPH detailing all reimbursements received, 
separated by commercial and Medicaid clients. Documentation shall include at a minimum:
4.1.2.1
Patient ID’s
4.1.2.2
Services billed
4.1.2.2.1Visit type
4.1.2.2.2Resource
4.1.2.3
Payments received
4.1.2.3.1Visit type
4.1.2.3.2Resource
4.1.2.4
Denials
4.1.2.4.1Visit type
4.1.2.4.2Resource
4.1.2.5
Total Reimbursements collected
4.1.2.6
Contractor’s approved percentage of monies collected (deduction) 
4.1.2.7
Costs for approved ancillary services provided (deduction) 
4.1.2.8
Net reimbursement deposited to MCDPH
4.1.2.9
Other relevant information as mutually agreed upon
4.2
All financial documentation shall be reconciled to the monthly remittance advice and reconciliation reports 
submitted. Any discrepancies identified shall be corrected by the Contractor within thirty (30) days of 
notification by MCDPH.
4.3
APPLICABLE TAXES:
4.3.1
Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation 
labor on items that are not attached to real property performed by Contractor under the terms of this 
Contract, the installation labor cost and the gross receipts for materials provided shall be listed 
separately on the Contractor’s invoices.
4.3.2
State and Local Transaction Privilege Taxes: To the extent any State and local transaction privilege 
taxes apply to sales made under the terms of this Contract it is the responsibility of the seller to 
collect and remit all applicable taxes to the proper taxing jurisdiction of authority.
4.3.3
Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and local taxes 
applicable to its operation and any persons employed by the Contractor. Contractor shall require all 
subcontractors to hold Maricopa County harmless from any responsibility for taxes, damages and 
interest, if applicable, contributions required under Federal, and/or State and local laws and 
regulations, and any other costs including transaction privilege taxes, unemployment compensation 
insurance, Social Security, and Worker’s Compensation.
4.4
TAX (SERVICES):
No tax shall be invoiced or paid against Contractor’s labor. It is the responsibility of the Contractor to 
determine any and all applicable taxes.

Serial # PH RFP 260045
Page 3 of 53
5.0
AVAILABILITY OF FUNDS:
5.1
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 available to County for disbursement.  
The County shall be the sole judge and authority in determining the availability of funds under this Contract.  
County shall keep the Contractor fully informed as to the availability of funds.
5.2
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, County may 
amend, suspend, decrease, or terminate its obligations under, or in connection with, this Contract.  In the 
event of termination, 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 
Contract.  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.
6.0
STRATEGIC ALLIANCE for VOLUME EXPENDITURES (SAVE)
The County is a member of the SAVE cooperative purchasing group. SAVE includes the State of Arizona, many 
Phoenix metropolitan area municipalities, and many K-12 unified school districts. Under the SAVE Cooperative 
Purchasing Agreement, and with the concurrence of the successful respondent under this solicitation, a member of 
SAVE may access a contract resulting from a solicitation issued by the County. If contractor does not want to grant 
such access to a member of SAVE, state so in contractor’s bid. In the absence of a statement to the contrary, the 
County will assume that contractor does wish to grant access to any contract that may result from this bid. The County 
assumes no responsibility for any purchases by using entities.
7.0
INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPAs)
County currently holds ICPAs with numerous governmental entities. These agreements allow those entities, with the 
approval of the Contractor, to purchase their requirements under the terms and conditions of the County contract. It is 
the responsibility of the non-County government entity to perform its own due diligence on the acceptability of the 
contract under its applicable procurement rules, processes, and procedures. Certain governmental agencies may not 
require an ICPA and may utilize this contract if it meets their individual requirements. Other governmental agencies 
may enter into a separate Statement of Work with the Contractor to meet their own requirements. The County is not a 
party to any uses of this contract by other governmental entities.
8.0
DUTIES:
8.1
For services related to PH RFP 260045, Medical Billing Services, the Contractor shall perform all duties as 
stated in Exhibit “B”, or as otherwise directed in writing by the Procurement Officer. 
8.2
For services related to the existing sole source contract C-86-24-097-X-00 for Immunizations Medical Claim 
Reimbursement, the Contractor shall perform all duties as stated in Exhibit “B-1”, or as otherwise directed 
in writing by the Procurement Officer. 
9.0
TERMS AND CONDITIONS:
9.1
INDEMNIFICATION:
To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are not 
covered and paid by insurance purchased by the Contractor, the Contractor shall defend indemnify and hold

Serial # PH RFP 260045
Page 4 of 53
harmless the County (as Owner), its agents, representatives, agents, officers, directors, officials, and 
employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' 
fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out 
of, or alleged to have resulted from the negligent acts, errors, omissions, or mistakes relating to the 
performance of this Contract.
Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, agents, 
officers, directors, officials, and employees shall arise in connection with any claim, damage, loss, or expense 
that is attributable to bodily injury, sickness, disease, death or injury to, impairment of, or destruction of 
tangible property, including loss of use resulting there from, caused by negligent acts, errors, omissions, or 
mistakes in the performance of this Contract, but only to the extent caused by the negligent acts or omissions 
of the Contractor, a subcontractor, any one directly or indirectly employed by them, or anyone for whose acts 
they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a 
party indemnified hereunder.
The amount and type of insurance coverage requirements set forth herein will in no way be construed as 
limiting the scope of the indemnity in this paragraph.
The scope of this indemnification does not extend to the sole negligence of County.
9.2
INSURANCE:
9.2.1
Contractor, at Contractor’s own expense, shall purchase and maintain the herein stipulated minimum 
insurance from a company or companies duly licensed by the State of Arizona and possessing a 
current A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing, the stipulated insurance 
may be purchased from a company or companies, which are authorized to do business in the State 
of Arizona, provided that said insurance companies meet the approval of County.  The form of any 
insurance policies and forms must be acceptable to County.
9.2.2
All insurance required herein shall be maintained in full force and effect until all work or service 
required to be performed under the terms of the Contract is satisfactorily completed and formally 
accepted.  Failure to do so may, at the sole discretion of County, constitute a material breach of this 
Contract.
9.2.3
Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-
insurance maintained by County shall not contribute to it.
9.2.4
Any failure to comply with the claim reporting provisions of the insurance policies or any breach of 
an insurance policy warranty shall not affect the County’s right to coverage afforded under the 
insurance policies.
9.2.5
The insurance policies may provide coverage that contains deductibles or self-insured retentions. 
Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage 
provided to County under such policies.  Contractor shall be solely responsible for the deductible 
and/or self-insured retention and County, at its option, may require Contractor to secure payment of 
such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional 
letter of credit.

Serial # PH RFP 260045
Page 5 of 53
9.2.6
The insurance policies required by this Contract, except Workers’ Compensation and Errors and 
Omissions, shall name County, its agents, representatives, officers, directors, officials and 
employees as Additional Insureds.
9.2.7
The policies required hereunder, except Workers’ Compensation and Errors and Omissions, shall 
contain a waiver of transfer of rights of recovery (subrogation) against County, its agents, 
representatives, officers, directors, officials, and employees for any claims arising out of 
Contractor’s work or service.
9.2.8
Commercial General Liability:
Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a 
limit of not less than $2,000,000 for each occurrence, $4,000,000 Products/Completed Operations 
Aggregate, and $4,000,000 General Aggregate Limit.  The policy shall include coverage for 
premises liability, bodily injury, broad form property damage, personal injury, products and 
completed operations and blanket contractual coverage, and shall not contain any provisions which 
would serve to limit third party action over claims.  There shall be no endorsement or modifications 
of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or 
underground property damage.
9.2.9
Automobile Liability:
Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella 
insurance with a combined single limit for bodily injury and property damage of not less than 
$2,000,000 each occurrence with respect to any of the Contractor’s owned, hired, and non-owned 
vehicles assigned to or used in performance of the Contractor’s work or services or use or 
maintenance of the premises under this Contract. 
9.2.10
Workers’ Compensation:
Workers’ Compensation insurance to cover obligations imposed by Federal and State statutes 
having jurisdiction of Contractor’s employees engaged in the performance of the work or services 
under this Contract; and Employer’s Liability insurance of not less than $1,000,000 for each 
accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. 
Contractor, its contractors and its subcontractors waive all rights against Contract and its agents, 
officers, directors and employees for recovery of damages to the extent these damages are covered 
by the Workers’ Compensation and Employer’s Liability, or commercial umbrella liability 
insurance obtained by Contractor, its contractors and its subcontractors pursuant to this Contract.
9.2.11
Certificates of Insurance:
6.2.11.1 Prior to Contract award, Contractor shall furnish the County with valid and complete 
certificates of insurance, or formal endorsements as required by the Contract in the form 
provided by the County, issued by Contractor’s insurer(s), as evidence that policies 
providing the required coverage, conditions and limits required by this Contract are in full 
force and effect.  Such certificates shall identify this contract number and title.

Serial # PH RFP 260045
Page 6 of 53
6.2.11.2 In the event any insurance policy(ies) required by this Contract is(are) written on a claims 
made basis, coverage shall extend for two years past completion and acceptance of 
Contractor’s work or services and as evidenced by annual Certificates of Insurance.
6.2.11.3 If a policy does expire during the life of the Contract, a renewal certificate must be sent to 
County fifteen (15) calendar days prior to the expiration date.
9.2.12
Cancellation and Expiration Notice:
Applicable to all insurance policies required within the Insurance Requirements of this Contract, 
Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially 
changed for any reason without thirty (30) days prior written notice to Maricopa County. Contractor 
must provide to Maricopa County, within two (2) business days of receipt, if they receive notice of 
a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, 
or will be expiring.  Such notice shall be sent directly to Maricopa County Office of Procurement 
Services and shall be mailed, or hand delivered, to 4041 N. Central Avenue, #1400, Phoenix, AZ 
85012 or emailed to the Procurement Officer noted in the solicitation.
9.3
FORCE MAJEURE:
9.3.1
Neither party shall be liable for failure of performance, nor incur any liability to the other party on 
account of any loss or damage resulting from any delay or failure to perform all or any part of this 
Contract if such delay or failure is caused by events, occurrences, or causes beyond the reasonable 
control and without negligence of the parties.  Such events, occurrences, or causes will include Acts 
of God/Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, 
invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, 
rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, 
nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, interruption 
or failure of electricity or telecommunication service.
9.3.2
Each party, as applicable, shall give the other party notice of its inability to perform and particulars 
in reasonable detail of the cause of the inability.  Each party must use best efforts to remedy the 
situation and remove, as soon as practicable, the cause of its inability to perform or comply.
9.3.3
The party asserting Force Majeure as a cause for non-performance shall have the burden of proving 
that reasonable steps were taken to minimize delay or damages caused by foreseeable events, that 
all non-excused obligations were substantially fulfilled, and that the other party was timely notified 
of the likelihood or actual occurrence which would justify such an assertion, so that other prudent 
precautions could be contemplated. 
9.4
WARRANTY OF SERVICES:
9.4.1
The Contractor warrants that all services provided hereunder will conform to the requirements of 
the Contract, including all descriptions, specifications and attachments made a part of this Contract.  
County’s acceptance of services or goods provided by the Contractor shall not relieve the Contractor 
from its obligations under this warranty.
9.4.2
In addition to its other remedies, County may, at the Contractor's expense, require prompt correction 
of any services failing to meet the Contractor's warranty herein.  Services corrected by the

Serial # PH RFP 260045
Page 7 of 53
Contractor shall be subject to all the provisions of this Contract in the manner and to the same extent 
as services originally furnished hereunder.
9.5
INSPECTION OF SERVICES:
9.5.1
The Contractor shall provide and maintain an inspection system acceptable to County covering the 
services under this Contract.  Complete records of all inspection work performed by the Contractor 
shall be maintained and made available to County during Contract performance and for as long 
afterwards as the Contract requires.
9.5.2
County has the right to inspect and test all services called for by the Contract, to the extent 
practicable at all times and places during the term of the Contract.  County shall perform inspections 
and tests in a manner that will not unduly delay the work.
9.5.3
If any of the services do not conform to Contract requirements, County may require the Contractor 
to perform the services again in conformity with Contract requirements, at no cost to the County.  
When the defects in services cannot be corrected by re-performance, County may:
9.5.3.1
Require the Contractor to take necessary action to ensure that future performance conforms 
to Contract requirements; and
9.5.3.2
Reduce the Contract price to reflect the reduced value of the services performed.
9.5.4
If the Contractor fails to promptly perform the services again or to take the necessary action to 
ensure future performance in conformity with Contract requirements, County may:
9.5.4.1
By Contract or otherwise, perform the services and charge to the Contractor, through direct 
billing or through payment reduction, any cost incurred by County that is directly related 
to the performance of such service; or
9.5.4.2
Terminate the Contract for default.
9.6
SUSPENSION OF WORK: 
The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or any part 
of the work of this contract for the period of time that the Procurement Officer determines appropriate for the 
convenience of the County.  No adjustment shall be made under this clause for any suspension, delay, or 
interruption to the extent that performance would have been so suspended, delayed, or interrupted by any 
other cause, including the fault or negligence of the Contractor.  No request for adjustment under this clause 
shall be granted unless the claim, in an amount stated, is asserted in writing as soon as practicable after the 
termination of the suspension, delay, or interruption, but not later than the date of final payment under the 
Contract.
9.7
STOP WORK ORDER: 
The Procurement Officer may, at any time, by written order to the Contractor, require the Contractor to stop 
all, or any part, of the work called for by this contract for a period of ninety (90) calendar days after the order 
is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be 
specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Contractor 
shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs

Serial # PH RFP 260045
Page 8 of 53
allocable to the work covered by the order during the period of work stoppage. Within a period of 90 calendar 
days after a stop-work is delivered to the Contractor, or within any extension of that period to which the 
parties shall have agreed, the Procurement Officer shall either: 
9.7.1
Cancel the stop work order; or 
9.7.2
Terminate the work covered by the order as provided in the Default, or the Termination for 
Convenience clause of this Contract.
9.7.3
The Procurement Officer may make an equitable adjustment in the delivery schedule and/or 
Contract price, or otherwise, and the Contract shall be modified, in writing, accordingly, if the 
Contractor demonstrates that the stop work order resulted in an increase in costs to the Contractor.
9.8
TERMINATION FOR CONVENIENCE:
Maricopa County may terminate the Contract for convenience by providing sixty (60) calendar days advance 
notice to the Contractor.
9.9
TERMINATION FOR DEFAULT:
The County may, by written notice of default to the Contractor, terminate this Contract in whole or in part if 
the Contractor fails to:
9.9.1
Deliver the supplies or to perform the services within the time specified in this Contract or any 
extension; 
9.9.2
Make progress, so as to endanger performance of this Contract; or 
9.9.3
Perform any of the other provisions of this Contract. 
The County’s right to terminate this contract under these subparagraphs may be exercised if the Contractor 
does not cure such failure within ten (10) business days (or more if authorized in writing by the County) after 
receipt of the notice from the Procurement Officer specifying the failure.
9.10
STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without penalty or 
further obligation within three years after execution of the Contract, if any person significantly involved in 
initiating, negotiating, securing, drafting or creating the Contract on behalf of the County is at any time while 
the Contract or any extension of the Contract is in effect, an employee or agent of any other party to the 
Contract in any capacity or consultant to any other party of the Contract with respect to the subject matter of 
the 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 the 
Contract on behalf of the County from any other party to the Contract arising as the result of the Contract.
9.11
CONTRACTOR LICENSE REQUIREMENT:
The Contractor shall procure all permits, insurance, licenses and pay the charges and fees necessary and 
incidental to the lawful conduct of his/her business, and as necessary complete any required certification 
requirements, required by any and all governmental or non-governmental entities as mandated to maintain

Serial # PH RFP 260045
Page 9 of 53
compliance with and in good standing for all permits and/or licenses.  The Contractor shall keep fully 
informed of existing and future trade or industry requirements, Federal, State and Local laws, ordinances, 
and regulations which in any manner affect the fulfillment of a Contract and shall comply with the same. 
Contractor shall immediately notify both Office of Procurement Services and the Department of all changes 
concerning permits, insurance, or licenses.
9.12
SUBCONTRACTING:
9.12.1
The Contractor may not assign to another contractor or subcontract to another party for performance 
of the terms and conditions hereof without the written consent of the County.  All correspondence 
authorizing subcontracting must reference the Contract Number and identify the job project.
9.12.2
The Subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as bid in 
the pricing section, unless the Prime Contractor is willing to absorb any higher rates, or the County 
has approved the increase.  The Subcontractor’s invoice shall be invoiced directly to the Prime 
Contractor, who in turn shall pass-through the costs to the County, without mark-up.  A copy of the 
Subcontractor’s invoice must accompany the Prime Contractor’s invoice.
9.13
AMENDMENTS:
All amendments to this Contract shall be in writing and approved/signed by both parties. The designated 
Procurement Officer shall be responsible for approving all amendments for Maricopa County.
9.14
ADDITIONS/DELETIONS OF REQUIREMENTS:
The County reserves the right to add and/or delete materials and services to a Contract.  If a service 
requirement is deleted, payment to the Contractor will be reduced proportionately to the amount of service 
reduced in accordance with the bid price.  If additional materials or services are required from a Contract, 
prices for such additions will be negotiated between the Contractor and the County.
9.15
STRICT COMPLIANCE:
Acceptance by County of a performance that is not in strict compliance with the terms of the Contract shall 
not be deemed to be a waiver of strict compliance with respect to all other terms of the Contract.
9.16
VALIDITY:
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the validity of 
any other provision of the Contract.
9.17
SEVERABILITY:
The removal, in whole or in part, of any provision of this Contract shall not void or affect the validity of any 
other provision of this Contract.
9.18
RIGHTS IN DATA:
The County shall have the use of data and reports resulting from a Contract without additional cost or other 
restriction except as may be established by law or applicable regulation.  Each Party shall supply to the other 
Party, upon request, any available information that is relevant to a Contract and to the performance 
thereunder.

Serial # PH RFP 260045
Page 10 of 53
9.19
NON-DISCRIMINATION:
Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 
including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 
supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at 
the 
Arizona 
State 
Library 
Research 
website 
(http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1) 
which 
is 
hereby 
incorporated into this contract as if set forth in full herein. During the performance of this Contract, 
Contractor shall not discriminate against any employee, client, or any other individual in any way because of 
that person’s age, race, creed, color, religion, sex, disability, or national origin.
9.20
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION:
9.20.1
The undersigned (authorized official signing on behalf of the Contractor) certifies to the best of his 
or her knowledge and belief that the Contractor, it’s current officers and directors;
9.20.1.1 are not presently debarred, suspended, proposed for debarment, declared ineligible, or 
voluntarily excluded from being awarded any contract or grant by any United States 
Department or Agency or any state, or local jurisdiction;
9.20.1.2 have not within three (3) year period preceding this Contract; 
9.20.1.2.1
been convicted of fraud or any criminal offense in connection with 
obtaining, attempting to obtain, or as the result of performing a government entity 
(Federal, State or local) transaction or contract; and
9.20.1.2.2
been convicted of violation of any Federal or State antitrust statues or 
conviction for embezzlement, theft, forgery, bribery, falsification or destruction 
of records, making false statements, or receiving stolen property regarding a 
government entity transaction or contract; 
9.20.1.2.3
are not presently indicted or  criminally  charged by a government entity 
(Federal, State or local) with commission of any criminal offenses in connection 
with obtaining, attempting to obtain, or as the result of performing a government 
entity public (Federal, State or local) transaction or contract; and are not presently 
facing any civil charges from any governmental entity regarding obtaining, 
attempting to obtain, or from performing any governmental entity contract or 
other transaction; and have not within a three (3) year period preceding this 
Contract had any  public transaction (Federal, State or local) terminated for cause 
or default.
9.20.1.3 If any of the above circumstances described in the paragraph are applicable to the entity 
submitting a bid for this requirement, include with your bid an explanation of the matter 
including any final resolution.
9.20.2
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.

Serial # PH RFP 260045
Page 11 of 53
9.21
VERIFICATION 
REGARDING 
COMPLIANCE 
WITH 
A.R.S. 
§41-4401 
AND 
FEDERAL 
IMMIGRATION LAWS AND REGULATIONS:
9.21.1
By entering into the Contract, the Contractor warrants compliance with the Immigration and 
Nationality Act (INA using E-verify) and all other Federal immigration laws and regulations related 
to the immigration status of its employees and A.R.S. §23-214(A).  The Contractor shall obtain 
statements from its subcontractors certifying compliance and shall furnish the statements to the 
Procurement Officer upon request.  These warranties shall remain in effect through the term of the 
Contract.  The Contractor and its subcontractors shall also maintain Employment Eligibility 
Verification forms (I-9) as required by the Immigration Reform and Control Act of 1986, as amended 
from time to time, for all employees performing work under the Contract and verify employee 
compliance using the E-verify system and shall keep a record of the verification for the duration of the 
employee’s employment or at least three (3) years, whichever is longer.  I-9 forms are available for 
download at USCIS.GOV.
9.21.2
The County retains the legal right to inspect Contractor and subcontractor employee documents 
performing work under this Contract to verify compliance with paragraph 9.21.1 of this Section.  
Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and 
shall make the documents available at the time and date specified.  Should the County suspect or find 
that the Contractor or any of its subcontractors are not in compliance, the County will consider this a 
material breach of the Contract and may pursue any and all remedies allowed by law, including, but 
not limited to; suspension of work, termination of the Contract for default, and suspension and/or 
debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the 
Contractor.
9.22
INFLUENCE:
As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to influence an employee 
or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct may be grounds for 
Disbarment or Suspension under MC1-902. 
 
An attempt to influence includes, but is not limited to:
9.22.1
A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or 
educational passes or tickets, or any type of valuable contribution or subsidy,
9.22.2
That is offered or given with the intent to influence a decision, obtain a contract, garner favorable 
treatment, or gain favorable consideration of any kind.
If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement Officer, 
or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, 
any remedy in equity or in the law, or any remedy provided by this contract.  
9.23
CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM 
EMPLOYEES OF WHISTLERBLOWER RIGHTS:
9.23.1
The Parties agree that this Contract and employees working on this Contract will be subject to the 
whistleblower rights and remedies in the pilot program on Contractor employee whistleblower 
protections established at 41 U.S.C. § 4712 by section 828 of the National Defense Authorization 
Act for Fiscal Year 2013 (Pub. L. 112–239) and section 3.908 of the Federal Acquisition Regulation.

Serial # PH RFP 260045
Page 12 of 53
9.23.2
Contractor shall inform its employees in writing, in the predominant language of the workforce, of 
employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in section 3.908 
of the Federal Acquisition Regulation.  Documentation of such employee notification must be kept 
on file by Contractor and copies provided to County upon request.
9.23.3
Contractor shall insert the substance of this clause, including this paragraph, in all subcontracts over 
the simplified acquisition threshold ($150,000 as of September 2013).
9.24
UNIFORM ADMINISTRATIVE REQUIREMENTS:
By entering into this Contract, Contractor agrees to comply with all applicable provisions of Title 2, Subtitle 
A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, 
AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq.
9.25
ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER 
REVIEW:
9.25.1
In accordance with section MC1-371 of the Maricopa County Procurement Code the Contractor 
agrees to retain (physical or digital copies of) all books, records, accounts, statements, reports, files, 
and other records and back-up documentation relevant to this Contract for six (6) years after final 
payment or until after the resolution of any audit questions which could be more than six (6) years, 
whichever is latest.  The County, Federal or State auditors and any other persons duly authorized by 
the Department shall have full access to, and the right to examine, copy and make use of, any and 
all said materials.
9.25.2
If the Contractor’s books, records, accounts, statements, reports, files, and other records and back-
up documentation relevant to this Contract are not sufficient to support and document that requested 
services were provided, the Contractor shall reimburse Maricopa County for the services not so 
adequately supported and documented. 
9.26
AUDIT DISALLOWANCES:
If at any time it is determined by the County that a cost for which payment has been made is a disallowed 
cost, the County shall notify the Contractor in writing of the disallowance.  The course of action to address 
the disallowance shall be at sole discretion of the County, and may include either an adjustment to future 
invoices, request for credit, request for a check or a deduction from current invoices submitted by the 
Contractor equal to the amount of the disallowance, or to require reimbursement forthwith of the disallowed 
amount by the Contractor by issuing a check payable to Maricopa County.
9.27
OFFSET FOR DAMAGES:
In addition to all other remedies at Law or Equity, the County may offset from any money due to the 
Contractor any amounts Contractor owes to the County for damages resulting from breach or deficiencies in 
performance of the Contract.
9.28
CONFIDENTIAL INFORMATION:

Serial # PH RFP 260045
Page 13 of 53
Any information obtained in the course of performing this Contract may include information that is 
proprietary or confidential to the County. This provision establishes the Contractor’s obligation regarding 
such information.
The Contractor shall establish and maintain procedures and controls that are adequate to assure that no 
information contained in its records and/or obtained from the County or from others in carrying out its 
functions (services) under the Contract shall be used by or disclosed by it, its agents, officers, or employees, 
except as required to efficiently perform duties under the Contract. The Contractor’s procedures and controls 
at a minimum must be the same procedures and controls it uses to protect its own proprietary or confidential 
information. If, at any time during the duration of the Contract, the County determines that the procedures 
and controls in place are not adequate, the Contractor shall institute any new and/or additional measures 
requested by the County within fifteen (15) calendar days of the written request to do so.
Any requests to the Contractor for County proprietary or confidential information shall be referred to the 
County for review and approval, prior to any dissemination.
9.29
PUBLIC RECORDS:
Under Arizona law, all Offers submitted and opened are public records and must be retained by the Records 
Manager at the Office of Procurement Services. Offers shall be open to public inspection and copying after 
Contract award and execution, except for such Offers or sections thereof determined to contain proprietary 
or confidential information by the Office of Procurement Services. If an Offeror believes that information in 
its Offer or any resulting Contract should not be released in response to a public record request under Arizona 
law, the Offeror shall indicate the specific information deemed confidential or proprietary and submit a 
statement with its offer detailing the reasons that the information should not be disclosed.  Such reasons shall 
include the specific harm or prejudice which may arise from disclosure. The Records Manager of the Office 
of Procurement Services shall determine whether the identified information is confidential pursuant to the 
Maricopa County Procurement Code.
9.30
PRICES:
Contractor warrants those prices extended to County under this Contract are no higher than those paid by any 
other customer for these or similar services.
9.31
INTEGRATION:
This Contract represents the entire and integrated agreement between the parties and supersedes all prior 
negotiations, proposals, communications, understandings, representations, or agreements, whether oral or 
written, express or implied.
9.32
RELATIONSHIPS:
9.32.1
In the performance of the services described herein, the Contractor shall act solely as an Independent 
Contractor or Subrecipient, and nothing herein or implied herein shall at any time be construed as 
to create the relationship of employer and employee, co-employee, partnership, principal and agent, 
or joint venture between the County and the Contractor.
9.32.2
For Task Order contracts: The County reserves the right of final approval on proposed staff for all 
services performed.  Also, upon request by the County, the Contractor shall be required to remove

Serial # PH RFP 260045
Page 14 of 53
any employees working on County projects and substitute personnel based on the discretion of the 
County within two (2) business days, unless previously approved by the County.
9.33
WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01: 
If Contractor engages in for-profit activity and has 10 or more employees, and if this agreement has a value 
of $100,000 or more, Contractor certifies it is not currently engaged in and agrees for the duration of this 
agreement to not engage in, a boycott of goods or services from Israel. This certification does not apply to a 
boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842.
9.34
WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-394:
Contractor warrants and certifies that it does not currently, and agrees for the duration of the Agreement, that 
it will not use:
1.
the forced labor of ethnic Uyghurs in the People's Republic of China,
2.
any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic 
of China,
3.
any contractors, subcontractors or suppliers that use the forced labor or any goods or services 
produced by the forced labor of ethnic Uyghurs in the People's Republic of China.
If Contractor becomes aware during the term of this Agreement that the Contractor is not in compliance with 
this paragraph, Contractor shall notify the County within five business days after becoming aware of the 
noncompliance. If the Contractor fails to provide a written certification to the County that the Contractor has 
remedied the noncompliance within 180 days after notifying 
the County of its noncompliance, then the agreement terminates, except that if the agreement termination 
date occurs before the end of the 180-day period, the agreement terminates on the 
agreement termination date.
9.35
RELIGIOUS ACTIVITIES:
The Contractor agrees that costs, planned or claimed, including costs incurred, shall not include any expense 
for any religious activity.
9.36
GOVERNING LAW:
This Contract shall be governed by the laws of the State of Arizona.  Venue for any actions or lawsuits 
involving this Contract will be in Maricopa County Superior Court, Phoenix, Arizona.
9.37
ORDER OF PRECEDENCE:
In the event of a conflict in the provisions of this Contract and Contractor’s proposed initial or best and final 
response to the solicitation, the terms of this Contract shall prevail.
9.38
UNIQUE 
ENTITY 
IDENTIFIER 
(UEI) 
AND 
SYSTEM 
FOR 
AWARD 
MANAGEMENT 
REGISTRATION
 
All 
Contractors 
must 
have 
a 
Unique 
Entity 
Identifier 
(UEI) 
number 
issued 
through 
https://sam.gov/content/entity-registration. If Contractor does not have one at time of award, they must apply

Serial # PH RFP 260045
Page 15 of 53
for one within 30 days of contract award.  Contractor must also remain current within the System for Award 
Management platform located at www.sam.gov throughout the term of the contract.
9.39
INCORPORATION OF DOCUMENTS:
The following are to be attached to and made part of this Contract:
9.39.1
Exhibit A, Pricing and Respondent Information 
9.39.2
Exhibit B, Scope of Work, Medical Billing Services and Contractor’s Response to RFP
9.39.3
Exhibit B-1, Scope of Work, Immunization Billing Services and Contractor’s BAFO response
9.39.4
Exhibit C, Office of Procurement Services Contractor Travel and Per Diem Policy  
9.39.5
Exhibit D, Business Associate Agreement
9.40
NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
For Contractor:
Maricopa County Department of Public Health
The Arizona Partnership for Immunization 
Purchasing & Contracts Unit
James Washington, CEO
ATTN:  Cheryl Bucalo, Procurement Officer
Jennifer Tinney
4041 N. Central Avenue, #1400
3838 N. Central Avenue, Suite 1650 
Phoenix, AZ 85012
Phoenix, AZ 85012
Cheryl.Bucalo@Maricopa.gov 
jamesw@tapi.org 
(602) 506-6886
(602) 288-7568

Serial # PH RFP 260045
Page 16 of 53
IN WITNESS WHEREOF, this Contract is executed on the date set forth above.
AGREEMENT
Respondent hereby certifies that Respondent has read, understands and agrees that acceptance by Maricopa County of the 
Respondent’s Offer will create a binding Contract.  Respondent agrees to fully comply with all terms and conditions as set 
forth in the Maricopa County Procurement Code, and amendments thereto, together with the specifications and other 
documentary forms herewith made a part of this specific procurement.
BY SIGNING THIS PAGE THE SUBMITTING RESPONDENT CERTIFIES THAT RESPONDENT HAS 
REVIEWED THE ADMINISTRATIVE INFORMATION AND STANDARD CONTRACT’S TERMS AND 
CONDITIONS LOCATED AT (http://www.maricopa.gov/DocumentCenter/View/6453) AND AGREE TO BE 
CONTRACTUALLY BOUND TO THEM.
MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS
DATE
ATTESTED:
CLERK OF THE BOARD
DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY
DATE

Serial # PH RFP 260045
Page 17 of 53
EXHIBIT A
PRICING AND RESPONDENT INFORMATION
BIDDER NAME: 
The Arizona Partnership for Immunization 
VENDOR #, IF KNOWN. LEAVE BLANK IF NOT REGISTERED YET:
BIDDER ADDRESS:
3838 N. Central Avenue, Suite 1650; Phoenix Arizona 85012 
P.O. ADDRESS:
BIDDER PHONE #:
(602) 288-7568
BIDDER FAX #:
602-218-3906
COMPANY WEB SITE:
https://whyimmunize.org/ 
COMPANY CONTACT (REP):
James Washington, MPH 
E-MAIL ADDRESS (REP):
jamesw@tapi.org 
PAYMENT TERMS:
Net 30
COMPENSATION/FEES:
     
RATES
EXHIBIT B:   MEDICAL BILLING OUTSOURCING -
  % of monies collected
18
%
EXHIBIT B-1:   IMMUNIZATION SERVICES -    
% of monies collected
40
%
       (As defined herein)
                     
(Please fill in)
Respondent's signature below indicates understanding and agreement to perform the services outlined in the Request for 
Proposal indicated above for the total rates listed above.  
Signature (REQUIRED)
Date

Serial # PH RFP 260045
Page 18 of 53
EXHIBIT B
SCOPE OF WORK FROM PH RFP 260045, MEDICAL BILLING SERVICES
Original Intent and Scope of Work from Solicitation:
1.0
INTENT:
The Maricopa County Department of Public Health, hereinafter referred to as “MCDPH,” seeks proposals from 
qualified firms, hereinafter referred to as the “Contractor,” to provide billing services in accordance with the terms, 
conditions, and specifications contained in this Request for Proposal (RFP).  It is the intent of MCDPH to establish a 
contract with an established billing services provider for the purpose of collecting fees from patient insurance 
carriers, both commercial and Medicaid, for select medical and programmatic services provided by MCDPH. In 
addition, the Contractor shall be responsible for ensuring any necessary provider credentialing required for billing is 
completed. The Contractor shall be responsible for either establishing and holding the health insurance contracts, or 
assisting MCDPH in establishing and maintaining such contracts, as well as negotiating rates with insurance carriers 
on behalf of MCDPH. Contractor shall retain a percentage of monies collected for all costs associated with 
providing services under this contract. This includes any ancillary or “value-added” services that may be requested 
by MCDPH.  
MCDPH currently provides a myriad of services to the community including clinical services such as testing for 
sexually transmitted infections (STI) and tuberculosis (TB), pharmacy services (340B), lab services and 
community services such as a community doula program. However, currently MCDPH is only billing for 
Immunizations and Refugee services, which will be consolidated under this initial contract. It is estimated that in 
consultation with the Contractor, MCDPH will slowly begin adding other billable services such as STI, TB, 
pharmacy and laboratory. MCDPH also intends to expand its programs and services and when done, these 
additional programs may be added to the resulting contract. 
MCDPH currently estimates billing patient insurance carriers (primarily AHCCCS) for approximately $500,000 
annually for its clinical services. MCDPH clinics are using an electronic medical record, eClinicalWorks (ECW), 
for patient charting and creation of claims. There are no delinquent accounts and there is no requirement for 
collection of payments from a patient. 
The awarded Contractor shall have successfully completed services similar to those specified in Section 2.0 Scope 
of Work, and be licensed, insured, and HIPAA compliant in the State of Arizona.  
Other governmental entities under agreement with the County may have access to services provided hereunder (see 
also Section 3.6 and 3.7 below). 
2.0
SCOPE OF WORK
2.1
The Contractor shall provide comprehensive third-party billing and collection services on behalf of 
MCDPH. Services shall include, but are not limited to, claim preparation and submission, payment posting, 
denial management, reporting, training, and full compliance with all applicable federal, state, and local 
laws and regulations, including the Health Insurance Portability and Accountability Act (HIPAA). The 
Contractor shall furnish all labor, materials, systems, software, and professional expertise required to 
ensure timely, accurate, and compliant billing operations in accordance with MCDPH procedures.

Serial # PH RFP 260045
Page 19 of 53
2.2
Billing and Claims Management:
Data Access and Claim Creation:
2.2.1
MCDPH shall provide the Contractor limited access to the electronic medical record system 
(eClinicalWorks) to obtain patient and encounter information necessary for claims generation.
2.2.2
The Contractor may, at its own expense, implement compatible software or system interfaces to 
ensure data integration and efficient processing.
2.3
Claim Review and Submission:
2.3.1
The Contractor shall review each claim for accuracy of billing codes and services documented; 
one-to-one alignment between patients seen and claims generated; presence of required 
documentation to support charges; and correct use of CPT, CDT, and/or HCPCS codes based on 
treatment and diagnosis.
2.3.2
To the extent possible, all electronic claims shall be submitted within two (2) business days of 
posting to the clearinghouse. Paper filings shall be used only when electronic submission is not 
feasible. The first invoice shall be issued no later than fifteen (15) calendar days after the Date of 
Service (DOS).
2.4
Collections and Payment Processing:
2.4.1
Receipt and Posting of Payments:
2.4.1.1
All insurance payments shall be received directly by the Contractor and held in a secure 
manner until the monthly reconciliation, to occur no later than ten (10) business days 
following the end of the calendar month. At that time, payment to MCDPH shall be 
remitted in accordance with Section 2.10. The Contractor shall provide a detailed 
monthly invoice and reconciliation report identifying all claims submitted, payments 
received, adjustments made, and the net amount retained. 
2.4.1.2
Contractor shall forward copies of remittance advice or electronic notifications for 
posting to patient accounts within three (3) business days of receipt.
2.4.1.3
Payment postings shall be complete, accurate, and include updated insurance 
information, adjustments, and account notations.
2.4.2
Follow-Up and Denial Management:
2.4.2.1
Conduct timely follow-up on all unpaid, denied, or rejected claims using appropriate 
communication methods (telephone, email, fax, mail).
2.4.2.2
Resubmit corrected claims within five (5) business days of receiving new or corrected 
information. 
2.4.2.3
Provide weekly reports summarizing all denials, rejections, and resubmissions, including 
payer reason codes and corrective actions taken.
2.4.2.4
Assume financial responsibility for any denials resulting from failure to bill within 
required timeframes.
2.5
Reporting Requirements:

Serial # PH RFP 260045
Page 20 of 53
The Contractor shall provide, at a minimum, the following reports to MCDPH:
2.5.1
Monthly collections profile from contract inception 
2.5.2
Status of all claims for the current and cumulative months
2.5.3
Aging and denial reports
2.5.4
Daily and month-end payment logs
2.5.5
Month-end reconciliation reports for Finance
2.5.6
Additional or ad hoc reports as requested by MCDPH, at no additional cost
2.5.7
The Contractor shall participate in monthly operational meetings and quarterly strategic review 
meetings with MCDPH to evaluate performance, review data, and identify opportunities for 
additional billable services.
2.6
Training and Support:
Contractor shall:
2.6.1
Provide initial and ongoing training to MCDPH medical and administrative staff in proper billing 
and coding practices.
2.6.2
Include updates on new or revised payer, Medicaid, or Medicare billing requirements.
2.6.3
Deliver training through onsite, virtual, or classroom sessions as approved by MCDPH.
2.6.4
Meet quarterly with MCDPH leadership to assess training needs and documentation practices.
2.7
Records Management and Compliance:
Contractor shall comply with all provisions of HIPAA, the Final Security Rule, and execute a Business 
Associate Agreement (Attachment D). In addition, Contractor shall:
2.7.1
Maintain all billing and patient records securely for a minimum of thirty-six (36) months, after 
which such records shall be transferred to MCDPH for permanent storage.
2.7.2
Ensure all billing data, reports, and supporting documentation are available for audit or inspection 
by MCDPH or authorized representatives upon reasonable notice.
2.7.3
Understand and agree that all billing data, reports, and records generated under this contract are 
the property of MCDPH.
2.8
Transition and Termination:
Upon contract expiration or termination, the Contractor shall cooperate fully in transitioning services to a 
new provider, transfer all open claims, reports, and supporting data to MCDPH within thirty (30) calendar 
days, and complete all transition deliverables prior to final payment release.
2.9
Advocacy:
Contractor shall collaborate with MCDPH to develop strategies for engagement with health plans and 
payers, ensuring recognition and reimbursement for eligible public health services.
2.10
Compensation: (see also Section 3.3 Reimbursements and Offsets)
2.10.1
Basis of Payment:
Contractor shall retain a pre-approved percentage of verified collections received by Contractor

Serial # PH RFP 260045
Page 21 of 53
from third-party payers as a direct result of billing and collection activities performed under this 
Contract. Only verified collections—those substantiated by remittance advice, clearinghouse 
confirmation, or bank reconciliation—shall be used to determine payment amount. No additional 
fees, mark-ups, or surcharges shall be authorized without prior written approval from MCDPH.
2.10.2
Ancillary Services:
2.10.2.1 Any optional, value-added, or supplemental services offered by the Contractor (analytics, 
credentialing, payer contracting, consulting, or additional reporting) must be fully 
described in the Contractor’s proposal, including all fees associated with each offered 
service. 
2.10.2.2 No ancillary service shall be performed or charged without prior written authorization 
from MCDPH.
2.10.2.3 Approved ancillary fees shall be deducted only from verified collections unless otherwise 
authorized in writing.
2.11
Verification and Audit Rights:
MCDPH reserves the right to verify all reported collections through reconciliation with internal financial 
systems, bank records, or external audits. The Contractor shall maintain all supporting documentation and 
make it available upon request during the term of the Contract and for three (3) years thereafter.
2.12
Performance Standards and Compliance:
2.12.1
Contractor shall meet or exceed the following minimum Key Performance Indicators (KPIs):
2.12.1.1 Claim Submission Rate: For all claims, whether generated from the EMR or through 
other processes, the Contractor shall ensure submission within five (5) business days of 
the claim being complete and ready for billing.
2.12.1.2 Denial Rate: ≤ 5% of total error-free claims submitted.
2.12.1.3 Resubmission Turnaround: ≤ five (5) business days for corrected claims.
2.12.1.4 Customer Service Response: ≤ three (3) business days per inquiry.
2.12.1.5 Report Delivery: 100% of required reports delivered by due date.
2.12.2
Failure to meet KPI thresholds for two consecutive quarters may result in corrective action, 
retainage, or termination for cause.
2.13
Monitoring and Review:
MCDPH shall conduct monthly operational reviews and quarterly performance evaluations. The Contractor 
shall provide data supporting KPI achievement and participate in meetings to discuss corrective actions 
when required.
2.14
Compliance and Indemnification:
The Contractor shall comply with all applicable federal, state, and local laws governing Medicaid, 
insurance billing, and public-health data. The Contractor shall indemnify and hold harmless MCDPH and 
Maricopa County from any penalties, damages, or losses arising from the Contractor’s acts, omissions, or 
billing errors.
2.15
Audit and Oversight:

Serial # PH RFP 260045
Page 22 of 53
MCDPH reserves the right to audit all billing, collection, and payment records at any time during the 
contract term and for three (3) years thereafter. The Contractor shall provide complete access to all relevant 
systems, records, and supporting documentation upon reasonable notice.
2.16
Future Expansion:
MCDPH may expand the scope of billable services during the contract term (including, but not limited to, 
STI, TB, and pharmacy programs). The Contractor shall cooperate in onboarding additional services under 
the existing percentage rate or as otherwise negotiated in writing.

Serial # PH RFP 260045
Page 23 of 53
Contractor’s Response:

Serial # PH RFP 260045
Page 24 of 53

Serial # PH RFP 260045
Page 25 of 53

Serial # PH RFP 260045
Page 26 of 53

Serial # PH RFP 260045
Page 27 of 53

Serial # PH RFP 260045
Page 28 of 53

Serial # PH RFP 260045
Page 29 of 53

Serial # PH RFP 260045
Page 30 of 53

Serial # PH RFP 260045
Page 31 of 53

Serial # PH RFP 260045
Page 32 of 53

Serial # PH RFP 260045
Page 33 of 53

Serial # PH RFP 260045
Page 34 of 53

Serial # PH RFP 260045
Page 35 of 53

Serial # PH RFP 260045
Page 36 of 53

Serial # PH RFP 260045
Page 37 of 53

Serial # PH RFP 260045
Page 38 of 53

Serial # PH RFP 260045
Page 39 of 53

Serial # PH RFP 260045
Page 40 of 53

Serial # PH RFP 260045
Page 41 of 53

Serial # PH RFP 260045
Page 42 of 53
EXHIBIT B-1
Incorporated Scopes of Work from:
SS Contract C-86-24-097-X-00 and CI Contract #3624 
(Superseded upon Execution of this Agreement)
Upon execution of this Agreement, Sole Source Contract C-86-24-097-X-00 and CI Contract #3624 shall be 
terminated and rendered null and void, and all remaining services shall be governed exclusively by this Agreement.
Scope of Work from Sole Source Contract C-86-24-097-X-00:
1.
SCOPE OF WORK
This agreement will m a i n t a i n  a program operated by TAPI to coordinate billing for public health clinics so 
that counties and Maricopa County Department of Public Health can be compensated for services to health plan 
members. TAPI will ensure that the health plans have claims data records for their clients. Maricopa County 
Department of Public Health will receive payment for appropriately billed services (administration fee and/or 
vaccines) for services provided to privately insured clients as well as clients listed to be on the Arizona State 
Medicaid Program Arizona Health Care Cost Containment System (AHCCCS).
Contractor will:
1.
Coordinate contracts for public health services billing with each commercial health plan.
2.
Coordinate process for reimbursement for commercial health plan patients.
3.
Communicate with Arizona Department of Health Services (ADHS), Vaccine for Children (VFC), and 
Arizona State Immunization Information System (ASIIS) to ensure necessary financial collaboration.
4.
TAPI agrees to use safeg u a r d s  to ensure data is Health Insurance Portability and Accountability Act 
(HIPAA) compliant and patient data protected.
5.
TAPI will make available support equipment recommendations based on industry standards.
6.
TAPI will offer education services on claims processed for Maricopa County Department of Public Health 
Immunization Clinics when requested.
7.
TAPI will offer general immunization billing/reimbursement education and updates to Maricopa County 
Department of Public Health staff as needed and requested.
For the billing process TAPI will:
i.
Process Claims on behalf of Maricopa County Department of Public Health
ii.
Communicate information for each individual health plan
iii.
Receive payment for submitted claims
iv.
Reimburse  Maricopa  County Department of Public Health  for a portion  of the claims payments received

Serial # PH RFP 260045
Page 43 of 53
Maricopa County Department of Public Health will:
1.
Use a standard billing encounter form which conforms to regulatory billing requirements.
2.
Train staff to verify insurance at the clinics using online real time insurance eligibility tool provided by TAPI. 
This will assist the Clinics to provide private vs. VFC vaccine at the point of service.
3.
Provide TAPI the cost per dose of all vaccines to be billed, to ensure accuracy for the payment calculation.
1.
COMPENSATION
A.
BILLING
  
TAPI will receive 40% of the claims paid for administrative fees; as well as 40% of claims paid for vaccine 
reimbursement above Maricopa County Department of Public Health's cost of vaccines. Over time the 
payment methodology will be revised once sufficient volumes of private vaccine billing are available to 
enable an accurate vaccine revenue and expense projection to ensure that both TAPI and Maricopa 
County Department of Public Health's costs are covered. All changes in percentage will be done through 
an amendment to this contract in writing and signed by both parties.
B.
EDUCATION / OUTREACH
TAPI will submit invoices no more than 20 days after the scheduled education/outreach took place.  Each 
invoice must include (or documentation attached) a log of the type of education/outreach provided, how many 
individuals obtained the education/outreach, and an itemized list of expenditures being billed for. 
2.
METHOD OF PAYMENT
A.        TAPI shall pay MCDPH on the 15th day of each month.

Serial # PH RFP 260045
Page 44 of 53
Scope of Work from Competition Impracticable Contract #3624:
1.
SCOPE OF WORK
A.
Overview
This scope of work will establish a program operated by TAPI to coordinate billing for public 
health clinics so that counties and Maricopa County Department of Public Health can be 
compensated for services provided to eligible clients of the Refugee Health Promotion Program. 
TAPI will ensure that the Arizona Refugee Resettlement Program and health plans have claims data 
records for their clients. Maricopa County Department of Public Health will receive payment for 
appropriately billed services for services provided to privately insured clients as well as clients listed 
to be on the Arizona State Medicaid Program Arizona Health Care Cost Containment System 
(AHCCCS).
B.
Contractor will:
1.
Coordinate contracts for public health services billing with each commercial/Medicaid health plan.
2.
Coordinate process for reimbursement for commercial/Medicaid health plan patients.
3.
TAPI agrees to use safe guards to ensure data is Health Insurance Portability and Accountability Act 
(HIPAA) compliant and patient data protected.
4.
TAPI will make available support equipment recommendations based on industry standards.
5.
TAPI will offer education and credentialing services on claims processed for Maricopa County 
Department of Public Health Clinics when requested.
6.
For the billing process TAPI will:
i.
Process Claims on behalf of Maricopa County Department of Public Health
ii.    Communicate information for each individual health plan
iii. Receive payment for submitted claims
iv. Reimburse Maricopa County Department of Public Health for a portion of the claims payments 
received
C.
Maricopa County Department of Public Health will:
1.
Use a standard billing encounter form which conforms to regulatory billing requirements, or use 
of EHR patient notes related to services provided. eligibility tool provided by TAPI. 
2.
Provide TAPI the cost per dose of all vaccines to be billed, to ensure accuracy for the payment calculation.
1.
COMPENSATION
A.
BILLING
1.
TAPI will receive 40% of the claims paid for administrative fees; as well as 40% of claims paid for vaccine 
reimbursement above Maricopa County Department of Public Health's cost of vaccines.
 
2.
A reduced percentage of 20% for all other services will be applied.
2.
METHOD OF PAYMENT
A.        TAPI shall pay MCDPH on the 15th day of each month.

Serial # PH RFP 260045
Page 45 of 53
Contractor’s Response to Best and Final Offer:
Thank you for the opportunity to submit a Best and Final Offer in response to PH RFP 260045, Medical Billing Outsourcing 
Services. We appreciate Maricopa County Department of Public Health’s clarification regarding the County’s intent to 
replace our two existing contracts (CI Contract #3624 (Refugee Billing Services) and SS Contract #C-86-24-097-X-00 
(Immunizations) under the new RFP 260045 umbrella contract.
The Arizona Partnership for Immunization, TAPI, remains committed to supporting the County’s objectives of administrative 
efficiency, consistency, and continuity of service. Following our recent communication with Maricopa County Health 
Department and the additional clarification provided regarding the consolidation of the various contracts, TAPI is submitting 
this revised Best and Final Offer to reflect the agreed pricing approach: (1) our originally submitted flat rate of eighteen 
percent (18%) will remain unchanged for RFP-defined billing services, and (2) reimbursement for immunization services will 
continue under the current Immunization Billing Services methodology.
Best and Final Offer 
A. 
RFP 260045 Billing Services (Non-Immunization Scope) 
TAPI’s Best and Final Offer is a flat rate of eighteen percent (18%) for services submitted on billing claim forms for the 
services outlined in PH RFP 260045, applied to all adjudicated and reimbursed services (paid claims) within the applicable 
scope. 
B.
Immunization Billing Services (Maintain Current Structure) 
For immunization services, reimbursement will remain as it currently exists under the Immunization Billing Services 
structure, as follows: 
•
TAPI shall retain 40% of net immunization reimbursement, calculated after deduction of vaccine acquisition 
cost. 
•
Vaccine acquisition cost is defined as the documented cost of purchased vaccine doses supplied by MCDPH 
and administered to insured patients. 
•
TAPI’s percentage is applied to the administration “admin fee” reimbursement and vaccine reimbursement after 
the vaccine acquisition cost is deducted. 
•
This structure ensures that MCDPH fully recovers vaccine purchase costs while supporting the specialized 
billing, contracting, and compliance infrastructure required for immunization reimbursement. 
Vaccine Acquisition Cost Limitation: For any claim where the documented vaccine acquisition cost exceeds the payer-paid 
reimbursement, reimbursement of vaccine acquisition cost shall be capped at the payer-paid amount. Any vaccine acquisition 
cost in excess of the payer-paid amount is not reimbursable and does not create any additional payment obligation. 
Billing Formula – Immunizations 
1. Gross insurance reimbursement received 
2. Less: documented vaccine acquisition cost (subject to the paid-amount cap described above) 
3. Net immunization reimbursement 
4. TAPI retains 40% of net amount 
5. MCDPH receives 60% of net amount plus 100% of vaccine acquisition cost (up to the reimbursed amount) 
Scope and Terms 
TAPI will continue to provide the comprehensive revenue cycle and billing support described in our original proposal, 
including (as applicable): claims submission, denial management, appeals, payer communication, compliance monitoring, 
and credentialing/enrollment support. 
All other terms, conditions, and commitments contained in our original proposal remain unchanged.

Serial # PH RFP 260045
Page 46 of 53
EXHIBIT C
OFFICE OF PROCUREMENT SERVICES CONTRACTOR TRAVEL AND PER DIEM POLICY
1.0
All contract-related travel plans and arrangements shall be prior-approved by the County Contract Administrator. 
2.0
Lodging, per diem and incidental expenses incurred in performance of Maricopa County/Special District (County) 
contracts shall be reimbursed based on current U.S. General Services Administration (GSA) domestic per diem rates 
for Phoenix, Arizona.  Contractors must access the following internet site to determine rates (no exceptions): 
(www.gsa.gov).
2.1
Additional incidental expenses (i.e., telephone, fax, internet and copying charges) shall not be reimbursed. 
They should be included in the contractor’s hourly rate as an overhead charge.
2.2
The County will not (under no circumstances) reimburse for Contractor guest lodging, per diem or 
incidentals.
3.0
Commercial air travel shall be reimbursed as follows:
3.1
Coach airfare will be reimbursed by the County.  Business class airfare may be allowed only when 
preapproved in writing by the County Contract Administrator as a result of the business need of the County 
when there is no lower fare available. 
3.2
The lowest direct flight airfare rate from the Contractors assigned duty post (pre-defined at the time of 
contract signing) will be reimbursed.  Under no circumstances will the County reimburse for airfares related 
to transportation to or from an alternate site. 
3.3
The County will not (under no circumstances) reimburse for Contractor guest commercial air travel.
4.0
Rental vehicles may only be used if such use would result in an overall reduction in the total cost of the trip, not for 
the personal convenience of the traveler.  Multiple vehicles for the same set of travelers for the same travel period will 
not be permitted without prior written approval by the County Contract Administrator.
4.1
Purchase of comprehensive and collision liability insurance shall be at the expense of the contractor.  The 
County will not reimburse contractor if the contractor chooses to purchase this coverage.
4.2
Rental vehicles are restricted to sub-compact, compact or mid-size sedans unless a larger vehicle is necessary 
for cost efficiency due to the number of travelers.  (NOTE:  contractors shall obtain pre-approval in writing 
from the County Contract Administrator prior to rental of a larger vehicle.)
4.3
County will reimburse for parking expenses if free, public parking is not available within a reasonable 
distance of the place of County business.  All opportunities must be exhausted prior to securing parking that 
incurs costs for the County.  Opportunities to be reviewed are the DASH; shuttles, etc. that can transport the 
contractor to and from County buildings with minimal costs.
4.4
County will reimburse for the lowest rate, long-term uncovered (e.g. covered or enclosed parking will not be 
reimbursed) airport parking only if it is less expensive than shuttle service to and from the airport.

Serial # PH RFP 260045
Page 47 of 53
4.5
The County will not (under no circumstances) reimburse the Contractor for guest vehicle rental(s) or other 
any transportation costs.
5.0
Contractor is responsible for all costs not directly related to the travel except those that have been pre-approved by the 
County Contract Administrator.  These costs include (but not limited to) the following: in-room movies, valet service, 
valet parking, laundry service, costs associated with storing luggage at a hotel, fuel costs associated with non-County 
activities, tips that exceed the per diem allowance, health club fees, and entertainment costs.  Claims for unauthorized 
travel expenses will not be honored and are not reimbursable. 
6.0
Travel and per diem expenses shall be capped at 15% of project price unless otherwise specified in individual 
contracts.
7.0
Contractor shall provide, (upon request) with their invoice(s), copies of receipts supporting travel and per diem 
expenses, and if applicable with a copy of the written consent issued by the Contract Administrator. No travel and per 
diem expenses shall be paid by County without copies of the written consent as described in this policy and copies of 
all receipts.

Serial # PH RFP 260045
Page 48 of 53
EXHIBIT D
MARICOPA COUNTY
BUSINESS ASSOCIATE AGREEMENT
This BUSINESS ASSOCIATE AGREEMENT (“Agreement”) is effective [insert effective date] (“Effective Date”) and 
is entered into by MARICOPA COUNTY, by and through its HIPAA-covered component, Public Health (“COUNTY” 
or “Covered Entity”), and The Arizona Partnership for Immunization (“Business Associate” or “Associate”). This 
Agreement sets out the responsibilities and obligations of Business Associate, as a Business Associate of Maricopa 
County, a hybrid entity with covered components governed by the Health Insurance Portability and Accountability 
Act (“HIPAA”) and the Health Information Technology for Economic and Clinical Health (“HITECH”) Act.
RECITALS
This Agreement is made a part of the parties’ contract or engagement letter for services (the “Contract”), pursuant 
to which Business Associate provides services to Maricopa County that involve the use or disclosure of Protected 
Health Information (“PHI”) that Maricopa County may transfer to Business Associate.  
AGREEMENT
Business Associate and Maricopa County agree to the terms and conditions of this Agreement in order to comply 
with the rules on handling of PHI under the HIPAA Regulations for Privacy of Individually Identifiable Health 
Information, 45 C.F.R. Part 160 and Part 164, Subpart E (“Privacy Rule”), the HIPAA Security Rule, 45 C.F.R. Part 
160 and Part 164, Subpart C (“Security Rule”), and the HIPAA Breach Notification Regulations, 45 C.F.R. Part 164, 
Subpart D (“Breach Notification Rule”), all as amended from time to time.  Business Associate and Maricopa County 
will comply with the terms of this Agreement for the duration of the Contract and for such other continuing periods 
as provided in this Agreement.
1.
Definitions 
a.
Unless otherwise provided in this Agreement, all capitalized terms in this Agreement will have the same 
meaning as provided under the Privacy Rule, Security Rule, and the Breach Notification Rule.
b.
“Protected Health Information” or “PHI” means PHI as defined in 45 C.F.R. Part 160 and 164, that is 
received from Maricopa County, or created, maintained, or transmitted on behalf of Maricopa County, by 
Business Associate. 
2.
Uses and Disclosure of PHI
a.
Except as otherwise provided in this Agreement or by law, Business Associate may use or disclose PHI 
only for those purposes necessary to perform the services described in the Contract.  
b.
Business Associate may use PHI for the proper management and administration of Business Associate’s 
business, or to carry out its legal responsibilities. Business Associate may disclose PHI to a third party for 
such purposes only if:
i.
the disclosure is required by law; or 
ii.
Business Associate obtains written assurances, prior to making any disclosure to a third party that the 
third party will (a) hold the PHI confidentially; (b) used or disclose the PHI only as required by law or 
for the purpose for which it was disclosed to the third party; and (c) notify Business Associate of any 
other use or disclosure of PHI.

Serial # PH RFP 260045
Page 49 of 53
c.
In accordance with 45 C.F.R. § 164.502(e)(1), if Business Associate’s subcontractor creates, receives, 
maintains, or transmits PHI on behalf of Business Associate, Business Associate will enter into a written 
agreement with such subcontractor that contains the same restrictions and conditions on the use and 
disclosure of PHI as contained in this Agreement.
d.
Business 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). Business 
Associate may perform data aggregation services as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B).
e.
To the extent Business Associate is to carry out Maricopa County’s obligations under the Privacy Rule, 
Business Associate will comply with the requirements of the Privacy Rule that apply to Maricopa County’s 
compliance with such obligations.
3.
Safeguards 
a.
Business Associate will implement and maintain appropriate safeguards to prevent the use or disclosure 
of PHI other than as provided by this Agreement including administrative, physical, and technical 
safeguards to protect the confidentiality, integrity, and availability of the electronic PHI that Business 
Associate creates, receives, maintains, and transmits on behalf of Maricopa County. 
b.
Business Associate agrees to take reasonable steps, including providing adequate training to its 
employees to ensure compliance with this Agreement and to ensure that the actions or omissions of its 
employees or agents do not cause Business Associate to breach the terms of this Agreement. 
c.
Upon request of Maricopa County, Business Associate will provide evidence to Maricopa County that 
these safeguards are in place and are properly managed.
d.
Business Associate will comply with the HIPAA Security Rule.
4.
Reporting Improper Use or Disclosure of PHI, Security Incidents, and Breaches
a.
Business Associate will report to Maricopa County in writing any use or disclosure of PHI not provided for 
by this Agreement within 48 hours of when it becomes aware of such. 
b.
Business Associate will report to Maricopa County in writing any Security Incident involving unsecured 
PHI of which Business Associate becomes aware. Specifically, Business Associate will report to Maricopa 
County any successful unauthorized access, use, disclosure, modification, or destruction of electronic 
PHI, or interference with system operations in an information system containing electronic PHI, of which 
Business Associate becomes aware within 48 hours of Business Associate learning of such Security 
Incident. Business Associate will also report the aggregate number of unsuccessful, unauthorized 
attempts to access, use, disclose, modify, or destroy electronic PHI or interfere with system operations in 
an information system containing electronic PHI, of which Business 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 4 addressing the reporting of unsuccessful, unauthorized attempts will no 
longer apply as of the effective date of such amendment.
c.
Business Associate will report in writing to Maricopa County any Breach of unsecured PHI, as defined in 
the Breach Notification Rule, within 48 hours of Business Associate’s learning of such Breach. Business 
Associate will provide such information to Maricopa County as required in the Breach Notification Rule. 
Business Associate will reimburse Maricopa County for all reasonable expenses incurred in notifying 
individuals of a Breach caused by Business Associate or Business Associate’s subcontractors or agents, 
and for reasonable expenses incurred in mitigating harm to those individuals. Business Associate will also 
defend, hold harmless, and indemnify Maricopa County and its employees, agents, officers, directors, and 
affiliated entities, from and against any claims, losses, damages, liabilities, costs, expenses, penalties, or

Serial # PH RFP 260045
Page 50 of 53
obligations (including attorneys’ fees), which Maricopa County may incur due to a Breach caused by 
Business Associate or Business Associate’s subcontractors or agents.  
d.
Business Associate will report in writing to Maricopa County within 48 hours of learning of any potential 
unauthorized use or disclosure, Security Incident, or Breach that may contain PHI and that would take 
more than 48 hours to determine whether PHI was actually involved.
5.
Mitigation of Disclosures of PHI
Business Associate will take reasonable measures to mitigate, to the extent practicable, any harmful effect 
that is known to Business Associate of any use or disclosure of PHI by Business Associate or its agents or 
subcontractors in violation of the requirements of this Agreement.
6.
Obligations Regarding Business Associate Personnel 
Business Associate will inform all of its employees, agents, and subcontractors (“Business Associate 
Personnel”) who will be involved in providing services related to the Contract, of the Business Associate’s 
obligations under this Agreement. Business Associate represents and warrants that the Business Associate 
Personnel are under legal obligation to Business Associate, by contract or otherwise, sufficient to enable 
Business Associate to fully comply with the provisions of this Agreement. Business Associate will maintain a 
system of sanctions for any Business Associate Personnel who violates this Agreement.  
7.
Audit Report
a.
Upon request, Business Associate will provide Maricopa County, with a copy of its most recent 
independent HIPAA compliance report (AT-C 315), HITRUST certification, or other mutually agreed upon 
independent standards based third party audit report. 
b.
Maricopa County agrees not to re-disclose Business Associate’s audit report. 
8.
Access to PHI
a.
Within five business days of a request by Maricopa County for access to PHI, Business Associate will 
make the requested PHI available to Maricopa County and will provide copies upon request. 
b.
If an individual requests access to an individual’s PHI directly to Business Associate, Business Associate 
will within five business days forward that request in writing to Maricopa County. Maricopa County will be 
responsible for making all determinations regarding the grant or denial of an individual’s request for PHI 
and Business Associate will make no such determinations. Maricopa County will release PHI to an 
individual pursuant to such a request, or direct Business Associate in writing to make the disclosure. 
9.
Amendment of PHI
a.
Within five business days of a request and instruction from Maricopa County, Business Associate will 
amend PHI or a record about an individual that is maintained by, or otherwise within the possession of, 
Business Associate in accordance with procedures established by 45 C.F.R. § 164.526. 
b.
If an individual requests that Business Associate amend an individual’s PHI, Business Associate within 
five business days will forward this request to Maricopa County. Any decision to amend PHI will be the 
sole responsibility of Maricopa County. 
10. Accounting of Disclosures of PHI 
a.
Business Associate will document any disclosures of PHI made by it to account for such disclosures as 
required by 45 C.F.R. § 164.528. Business Associate also will make available information related to such 
disclosures as would be required for Maricopa County to respond to a request for an accounting of 
disclosures in accordance with 45 C.F.R. § 164.528. Business Associate will maintain its record of 
disclosures for six years from the termination of this Agreement.
b.
At a minimum, Business Associate will record the following information: 
i.
the date of disclosure of PHI; 
ii.
the name of the entity or person who received PHI, and, if known, the address of such entity or 
person; 
iii.
a description of the PHI disclosed; and 
iv.
a brief statement of the purpose of the disclosure that includes the basis for such disclosure. 
c.
Within five business days of receiving a written request from Maricopa County, Business Associate will 
provide Maricopa County its records of disclosures.

Serial # PH RFP 260045
Page 51 of 53
d.
If an individual requests an accounting of disclosures directly from Business Associate, Business 
Associate will within five business days forward the request and its records of disclosures to Maricopa 
County. Maricopa County will be responsible for preparing and delivering the accounting to the individual, 
and Business Associate will not provide an accounting of its disclosures directly to any individual. 
11. Availability of Books and Records
a.
Business Associate will within five business days of Maricopa County’s written request, make available 
during normal business hours at Business Associate’s offices, or otherwise mutually agreed upon 
location, all its internal practices, books, agreements, records, and policies and procedures relating to the 
use and disclosure of PHI for purposes of allowing Maricopa County or its agents or auditors to determine 
Business Associate’s compliance with HIPAA and this Agreement. 
b.
Business Associate will make its internal practices, books, and records relating to the use and disclosure 
of PHI available to the Secretary of the Department of Health and Human Services to the extent required 
for determining compliance with the Privacy Rule, or the Breach Notification Rule. 
c.
No attorney-client, accountant-client, or other legal privilege will be deemed waived by Business 
Associate or Maricopa County because of this Section.
12. Restrictions on Use of Disclosure of PHI 
If Maricopa County advises Business Associate of any changes in, or restrictions to, the permitted use or 
disclosure of PHI, Business Associate will restrict the use or disclosure of PHI consistent with Maricopa 
County’s instructions.
13. Data Return or Destruction of PHI
a.
Business Associate’s data stewardship does not confer data ownership rights on Business Associate with 
respect to any data shared with it under this Agreement, including all forms thereof. 
b.
Within 30 days of termination of the Contract or this Agreement, Business Associate will return to 
Maricopa County all PHI that Business Associate and its subcontractors and agents maintain in any form 
or format. Alternatively, Business Associate may, upon Maricopa County’s consent, destroy all such PHI 
and provide Maricopa County with written documentation of such destruction. Business Associate will be 
responsible for recovering any PHI from its subcontractors and agents, or documenting their destruction 
of such PHI, consistent with this section. 
c.
If Business Associate believes that returning or destroying PHI at the termination of this Agreement is 
infeasible, it will provide written notice to Maricopa County within 30 days from the termination of this 
Agreement explaining its circumstances. Maricopa County will promptly respond wither it agrees. If 
Maricopa County agrees, then Business Associate may keep the PHI and will extend all protections, 
limitations, and restrictions of this Agreement to the PHI, and will limit the use and disclosure of the PHI to 
only those circumstances that make return or destruction infeasible. Business Associate will ensure the 
same protections and limitations are followed by its agents and subcontractors. If Maricopa County does 
not agree that that return or destruction of PHI is infeasible, Maricopa County will notify Business 
Associate, and Business Associate and its agents and subcontractors will return or destroy the PHI within 
30 days.     
d.
The obligations of Business Associate and contractors or agents of Business Associate under this 
Section shall survive the termination of this Agreement.
14. Term and Termination 
a.
This Agreement will become effective on the date first written above and will continue in effect until all 
obligations of the Parties have been met under the Contract and under this Agreement. 
b.
Maricopa County may terminate immediately this Agreement, the Contract, and any other related 
agreements if Maricopa County makes a determination that Business Associate has breached this 
Agreement and Business Associate has failed to cure that breach to Maricopa County’s reasonable 
satisfaction within 30 days after written notice from Maricopa County. Maricopa County may report the 
problem to the Secretary of HHS if termination is not feasible. 
15. General Provisions

Serial # PH RFP 260045
Page 52 of 53
a.
Amendments. The parties agree to take such action as is necessary to amend this Agreement from time 
to time as is necessary for Maricopa County and Business Associate to comply with the requirements of 
applicable federal and state law.  All amendments to this Agreement shall be in writing and signed by 
both parties.
b.
Construction of Terms. The terms of this Agreement will be construed considering 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 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.
e.
No Waiver. Failure or delay on the part of either party to exercise any right, power, privilege, or remedy 
shall not constitute a waiver. No provision of this Agreement may be waived 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.
g.
Entire Agreement. This Agreement constitutes the entire agreement between the parties with regard to 
the Privacy Rule, Security Rule, and the Breach Notification Rule. 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.
Venue and Choice of Law. Any suit, action, or other legal proceeding arising out of, or relating to, this 
Agreement shall be brought in the venue designated in the Contract or, if no designation is made, either 
in Maricopa County Superior Court or in the United States District Court for the District of Arizona, sitting 
in Phoenix, Arizona. This Agreement and the rights and obligations of the parties shall be governed by 
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. For purposes of this Agreement and complying with all of its provisions, including all reporting, 
notification, and disclosures required in this Agreement or in accordance with applicable law, all notices 
shall be sent in accordance with the notice provisions under the Contract.
m. Relationship of the Parties. In the performance of the Contract and the duties and obligations described 
in this Agreement, each party is at all times an independent contractor and at no time shall the 
relationship between the parties be construed as a partnership, joint venture, employment, or agency 
relationship.

Serial # PH RFP 260045
Page 53 of 53