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CONTRACT FOR EMPLOYEE ASSISTANCE PROGRAM
SERVICES - 210223-RFP
This contract is entered into this 5th day of January 2022 by and between Maricopa County (“County”), a
political subdivision of the State of Arizona, and ComPsych Corporation, an Arizona corporation
(“Contractor”) for the purchase of Employee Assistance Program Services.
1.0
CONTRACT TERM
This contract is for a term of five years, beginning on the 1st day of July 2022 and ending the
30th day of June 2027.
2.0
OPTION TO RENEW
The County may, at its option and with the concurrence of the Contractor, renew the term of this
contract up to a maximum of five additional years, (or at the County’s sole discretion, extend the
contract on a month-to-month basis for a maximum of six months after expiration). The
Contractor shall be notified in writing by the Office of Procurement Services of the County’s
intention to renew the contract term at least 60 calendar days prior to the expiration of the original
contract term.
3.0
CONTRACT COMPLETION
In preparation for 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, 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 the Contractor that are 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.
4.0
PRICE ADJUSTMENTS
Any requests for reasonable price adjustments must be submitted 60 calendar days prior to
contract expiration. 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 updated version of the contract.
5.0
PAYMENTS
5.1
As consideration for performance of the duties described herein, County shall pay
Contractor the sum(s) stated in Exhibit A – Pricing Sheet.
5.2
Payment shall be made upon the County’s receipt of a properly completed invoice.
5.3
INVOICES
SERIAL 210223-RFP
5.3.1
The Contractor shall submit one legible copy of their detailed invoice before
payment(s) will be made. Incomplete invoices will not be processed. At a
minimum, the invoice must provide the following information:
x
Company name, address, and contact information
x
County bill-to name and contact information
x
Contract serial number
x
County purchase order number
x
Invoice number and date
x
Payment terms
x
Date of service or delivery
x
Quantity
x
Description of purchase (product or services)
x
Pricing per unit of purchase
x
Extended price
x
Mileage with rate (if applicable)
x
Freight (if applicable)
x
Total amount due
5.3.2
Problems regarding billing or invoicing shall be directed to the department as
listed on the purchase order.
5.3.3
Payment shall only be made to the Contractor by Accounts Payable through the
Maricopa County Vendor Express Payment Program. This is an electronic funds
transfer (EFT) process. After contract award, the Contractor shall complete the
Vendor Registration Form accessible from the County Department of Finance
Vendor
Registration
Web
Site
https://www.maricopa.gov/5169/Vendor-
Information.
5.3.4
Discounts offered in the contract shall be calculated based on the date a properly
completed invoice is received by the County.
5.3.5
EFT payments to the routing and account numbers designated by the Contractor
shall include the details on the specific invoices that the payment covers. The
Contractor is required to discuss remittance delivery capabilities with their
designated financial institution for access to those details.
5.4
APPLICABLE TAXES
5.4.1
It is the responsibility of the Contractor to determine any and all applicable taxes
and include those taxes in their proposal. The legal liability to remit the tax is on
the entity conducting business in Arizona. Tax is not a determining factor in
contract award.
5.4.2
The County will look at the price or offer submitted and will not deduct, add, or
alter pricing based on speculation or application of any taxes, nor will the County
provide Contractor any advice or guidance regarding taxes. If you have questions
regarding your tax liability, seek advice from a tax professional prior to submitting
your bid. You may also find information at https://www.azdor.gov/Business.aspx.
Once your bid is submitted, the offer is valid for the time specified in this
solicitation, regardless of mistake or omission of tax liability. If the County finds
overpayment of a project due to tax consideration that was not due, the
Contractor will be liable to the County for that amount, and by contracting with
the County agrees to remit any overpayments back to the County for
miscalculations on taxes included in a bid price.
5.4.3
Tax Indemnification: Contractor and all subcontractors shall pay all Federal,
State, and local taxes applicable to their operation and any persons employed by
the Contractor. Contractor shall, and require all subcontractors to, hold Maricopa
SERIAL 210223-RFP
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
workers’
compensation. Contractor may be required to establish, to the satisfaction of
County, that any and all fees and taxes due to the City or the State of Arizona for
any license or transaction privilege taxes, use taxes, or similar excise taxes are
currently paid (except for matters under legal protest).
6.0
AVAILABILITY OF FUNDS
6.1
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 actually 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.
6.2
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 10 days in advance.
7.0
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.
8.0
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.
9.0
DUTIES
9.1
The Contractor shall perform all duties stated in Exhibit B – Scope of Work, or as
otherwise directed in writing by the procurement officer.
9.2
During the contract term, County may provide Contractor’s personnel with adequate
workspace for consultants and such other related facilities as may be required by
Contractor to carry out its contractual obligations.
SERIAL 210223-RFP
10.0
TERMS AND CONDITIONS
10.1
INDEMNIFICATION
10.1.1
To the fullest extent permitted by law, and to the extent that claims, damages,
losses, or expenses are not covered and paid by insurance purchased by the
Contractor, the Contractor shall defend, indemnify, and hold harmless the
County (as Owner), its agents, representatives, officers, directors, officials, and
employees from and against all third-party 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.
10.1.2
Contractor's duty to defend, indemnify, and hold harmless the County, its
agents, representatives, officers, directors, officials, and employees shall arise
in connection with any third-party 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 therefrom,
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, anyone 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.
10.1.3
The amount and type of insurance coverage requirements set forth herein will
in no way be construed as limiting the scope of the indemnity in this section.
10.1.4
The scope of this indemnification does not extend to the sole negligence of
County.
10.2
INSURANCE
10.2.1
Contractor, at Contractor’s own expense, shall purchase and maintain, at a
minimum, the herein stipulated insurance from a company or companies duly
licensed by the State of Arizona and possessing an AM Best, Inc. category
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.
10.2.2
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.
10.2.3
In the event that the insurance required is written on a claims-made basis,
Contractor warrants that any retroactive date under the policy shall precede the
effective date of this contract and either continuous coverage will be
maintained, or an extended discovery period will be exercised for a period of
two years beginning at the time work under this contract is completed.
10.2.4
Contractor’s insurance shall be primary insurance as respects County, and any
insurance or self-insurance maintained by County shall not contribute to it.
SERIAL 210223-RFP
10.2.5
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.
10.2.6
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.
10.2.7
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.
10.2.8
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.
10.2.9
If available, the insurance policies required by this contract may be combined
with Commercial Umbrella Insurance policies to meet the minimum limit
requirements. If a Commercial Umbrella insurance policy is utilized to meet
insurance requirements, the Certificate of Insurance shall indicate which lines
the Commercial Umbrella Insurance covers.
10.2.9.1 Commercial General Liability
Commercial General Liability (CGL) insurance and, if necessary,
Commercial Umbrella insurance with a limit of not less than
$2,000,000 for each occurrence, 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.
10.2.9.2 Automobile Liability
Commercial/Business
Automobile
Liability
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.
10.2.9.3 Workers’ Compensation
10.2.9.3.1 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.
SERIAL 210223-RFP
10.2.9.3.2 Contractor, its subcontractors, and sub-subcontractors
waive all rights against this 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
subcontractors,
and
its
sub-
subcontractors pursuant to this contract.
10.2.9.4 Errors and Omissions/Professional Liability Insurance
Contractor shall maintain Professional Liability insurance which will
provide coverage for any and all acts arising out of the work or
services performed by the contractor under the terms of this contract,
with a limit of not less than $2,000,000 for each claim, and $4,000,000
aggregate claims.
10.2.10
Certificates of Insurance
10.2.10.1
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.
10.2.10.2
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.
10.2.10.3
If a policy does expire during the life of the Contract, a renewal
certificate must be sent to County 15 calendar days prior to the
expiration date.
10.2.11
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 30
days prior written notice to Maricopa County. Contractor must provide to
Maricopa County, within two 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 160 S. 4th Avenue, Phoenix, AZ 85003, or emailed to the
procurement officer noted in the solicitation.
10.3
FORCE MAJEURE
10.3.1
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 include,
but are not limited to, 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,
SERIAL 210223-RFP
revolution, insurrection, military or usurped power or confiscation, terrorist
activities, nationalization, government sanction, lockout, blockage, embargo,
labor
dispute,
strike,
and
interruption
or
failure
of
electricity
or
telecommunication service, and pandemic.
10.3.2
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.
10.3.3
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.
10.4
ORDERING AUTHORITY
Any request for purchase shall be accompanied by a valid purchase order issued by a
County department or directed by a Certified Agency Procurement Aid (CAPA) with a
purchase card for payment.
10.5
PROCUREMENT CARD ORDERING CAPABILITY
County may opt to use a procurement card (Visa or Master Card) to make payment for
orders under this contract.
10.6
NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION
10.6.1
This contract does not guarantee any minimum or maximum purchases will be
made. Orders will only be placed under this contract when the County identifies
a need and proper authorization and documentation have been approved.
10.6.2
Notwithstanding the foregoing, all employees of County shall be covered under
this Agreement and any Purchase Order issued hereunder throughout their
respective terms.
10.7
PURCHASE ORDERS
10.7.1
County reserves the right to cancel purchase orders within a reasonable period
of time after issuance. Should a purchase order be canceled, the County
agrees to reimburse the Contractor for actual and documentable costs incurred
by the Contractor in response to the purchase order. The County will not
reimburse the Contractor for any costs incurred after receipt of County notice of
cancellation, or for lost profits, or for shipment of product prior to issuance of
purchase order.
10.7.2
Contractor agrees to accept verbal notification of cancellation of purchase
orders from the County procurement officer with written notification to follow.
Contractor specifically acknowledges to be bound by this cancellation policy.
10.8
BACKGROUND CHECK
Respondent’s onsite contractor personnel who are onsite at the County eight or more
hours at a time may be required to pass multiple background checks (e.g., Sheriff’s
Office, County Attorney's Office, Courts, as well as Maricopa County general
government) to determine if the respondent is acceptable to do business with the County.
SERIAL 210223-RFP
This applies to, but is not limited to, the company, subcontractors, and employees, and
the failure to pass these checks shall deem the respondent non-responsible.
10.9
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.
10.10
STOP WORK ORDER
10.10.1
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 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
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 order is delivered to the
Contractor, or within any extension of that period to which the parties shall
have agreed, the procurement officer shall either:
10.10.1.1
cancel the stop work order; or
10.10.1.2
terminate the work covered by the order as provided in the
Termination for Default or the Termination for Convenience clause
of this contract.
10.10.1.3
The procurement officer may make an equitable adjustment in the
delivery schedule and/or contract price, 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
10.11
TERMINATION FOR CONVENIENCE
Maricopa County may terminate the resultant contract for convenience by providing 60
calendar days advance notice to the Contractor.
10.12
TERMINATION FOR DEFAULT
10.12.1
The County may, by written Notice of Default to the Contractor, terminate this
contract in whole or in part if the Contractor fails to:
10.12.1.1
deliver the supplies or to perform the services within the time
specified in this contract or any extension;
10.12.1.2
make progress, so as to endanger performance of this contract; or
10.12.1.3
perform any of the other provisions of this contract.
SERIAL 210223-RFP
10.12.2
The County’s right to terminate this contract under these subparagraphs may
be exercised if the Contractor does not cure such failure within 10 business
days (or more if authorized in writing by the County) after receipt of a Notice to
Cure from the procurement officer specifying the failure.
10.13
PERFORMANCE
It shall be the Contractor’s responsibility to meet the proposed performance
requirements. Maricopa County reserves the right to obtain services on the open market
in the event the Contractor fails to perform, and any price differential will be charged
against the Contractor.
10.14
CONTRACTOR EMPLOYEE MANAGEMENT
10.14.1
Contractor shall endeavor to maintain sufficiently qualified personnel as
proposed in their proposal throughout the performance of this contract.
10.14.2
If Contractor account management personnel’s employment status changes,
Contractor shall provide County a list of proposed replacements with equivalent
or greater experience.
10.14.3
Under no circumstances shall the implementation schedule to be impacted by
a personnel change on the part of the Contractor.
10.14.4
Contractor shall not reassign any key personnel identified in their proposal
without the express consent of the County.
10.14.5
County reserves the right to immediately remove from its premises any
Contractor personnel it determines to be a risk to County operations.
10.14.6
County reserves the right to request the replacement of any Contractor account
management personnel at any time, for any reason.
10.15
WARRANTY
10.15.1
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.
10.15.2
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 Contractor shall be subject to all the
provisions of this contract in the manner and to the same extent as services
originally furnished hereunder.
10.16
USAGE REPORT
10.16.1
On a monthly basis, contractor shall provide comprehensive, user-friendly
utilization and activity reports showing number of requests for service and type
of service provided, by County department.
10.16.2
Contractor shall furnish electronic quarterly and annual utilization reports for
the EAP by County Department (unless the size of the department is less than
20 employees) with summary-level statistical EAP utilization data on
employee/dependent utilization, demographics, referrals, and type and number
of services (counseling sessions, telephonic and website/portal use, etc.).
Reports must contain an analysis of the utilization comparing utilization to the
SERIAL 210223-RFP
contractor’s book of business and to the applicable County department’s
industry, outcome measures, effectiveness of treatment type, cost savings and
quality assurance of services. Reports must also contain suggestions for
actions the County can take to tackle any trend identified in the utilization and
to improve the overall mental/behavioral health of its employees.
10.16.2.1 Contractor shall ensure that the reporting system shall include
provisions for confidentiality in all cases of voluntary EAP
participation. Confidentiality shall be maintained in these cases
between the EAP and authorized County personnel.
10.16.2.2 Contractor shall ensure the reporting system shall provide the
following data as needed by the County to be in compliance with
State of Arizona HB2502 (Craig Tiger Act) and as codified and as
may be amended from time to time under A.R.S. §§38-672 and
38-673:
10.16.2.2.1 Number of participants in each category of persons
10.16.2.2.2 Average number of visits per participant
10.16.2.2.3 Average number of months each individual participates
10.16.2.2.4 The percentage of individuals that received additional
sessions beyond 12
10.16.2.2.5 Number of individuals deemed not fit for duty
10.17
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.
10.18
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 undisputed amounts Contractor owes to the County for
damages resulting from breach or deficiencies in performance of the contract.
10.19
SUBCONTRACTING
10.19.1
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 bid serial number and identify the job or project.
10.19.2
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. 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.
SERIAL 210223-RFP
10.20
AMENDMENTS
All amendments to this contract shall be in writing and approved/signed by both parties.
Maricopa County Office of Procurement Services shall be responsible for approving all
amendments for Maricopa County.
10.21
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.
10.22
RIGHTS IN DATA
10.22.1
The County shall have the use of anonymized 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, the above information that is relevant to a contract and to
the performance thereunder.
10.22.2
Reports generated for the County by a third party as the result of a contract are
the property of the County and shall be provided in a format designated by the
County or shall be and remain accessible to the County in accordance with the
retention schedule in Section 10.24 - ACCESS TO AND RETENTION OF
RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW.
10.23
ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT
AND/OR OTHER REVIEW
10.23.1
In accordance with Section MC1-373 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 ten years after final payment or until
after the resolution of any audit questions, which could be more than ten years,
whichever is longest. 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.
10.23.2
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.
10.24
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.
10.25
STRICT COMPLIANCE
SERIAL 210223-RFP
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.
10.26
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.
10.27
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.
10.28
RELATIONSHIPS
10.28.1
In the performance of the services described herein, the Contractor shall act
solely as an independent Contractor, 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.
10.28.2
The County reserves the right of final approval on proposed designated
account managers. Also, upon request by the County, the Contractor will be
required to remove any account manager working on County projects and
substitute personnel based on the discretion of the County within two business
days, unless previously approved by the County.
10.29
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 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. (Arizona Executive Order
2009-09
can
be
viewed
at
https://apps.azsos.gov/public_services/register/2009/46/governor.pdf.)
10.30
WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01
If vendor engages in for-profit activity and has 10 or more employees, and if this
agreement has a value of $100,000 or more, vendor 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.
10.31
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
10.31.1
The undersigned (authorized official signing on behalf of the Contractor)
certifies to the best of his or her knowledge and belief that the Contractor, its
current officers, and directors:
10.32.1.1
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;
SERIAL 210223-RFP
10.32.1.2
have not within a three-year period preceding this contract:
10.32.1.2.1 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; or
10.32.1.2.2 been convicted of violation of any Federal or State
antitrust statutes 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;
10.32.1.3
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;
10.32.1.4
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
10.32.1.5
have not within a three-year period preceding this contract had any
public transaction (Federal, state, or local) terminated for cause or
default.
10.31.2
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.
10.31.3
The Contractor shall include, without modification, this clause in all lower tier
covered
transactions
(i.e.,
transactions
with
subcontractors
or
sub-
subcontractors) and in all solicitations for lower tier covered transactions
related to this contract. If this clause is applicable to a subcontractor or sub-
subcontractor, the Contractor shall include the information required by this
clause with their bid.
10.32
VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS
10.32.1
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 years, whichever
is longer. I-9 forms are available for download at www.uscis.gov.
10.32.2
The County retains the legal right to inspect documents of Contractor and
subcontractor employees performing work under this contract to verify
compliance with paragraph 10.33.1 of this section. Contractor and subcontractor
shall be given reasonable notice of the County’s intent to inspect and shall make
SERIAL 210223-RFP
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.
10.33
CONTRACTOR LICENSE REQUIREMENT
10.33.1
The Contractor shall procure all permits, insurance, and licenses, and pay the
charges and fees necessary and incidental to the lawful conduct of his/her
business, and as necessary complete any requirements, by any and all
governmental or non-governmental entities as mandated to maintain
compliance with and remain in good standing. The Contractor shall keep fully
informed of existing and future trade or industry requirements, and 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
any and all changes concerning permits, insurance, or licenses.
10.33.2
Contractor furnishing finished products, materials, or articles of merchandise
that will require installation or attachment as part of the contract shall possess
any licenses required. Contractor is not relieved of its obligation to obtain and
possess the required licenses by subcontracting of the labor portion of the
contract. Contractors are advised to contact the Arizona Registrar of
Contractors, Chief of Licensing, to ascertain licensing requirements for a
particular contract. Contractor shall identify which license(s), if any, the
Registrar of Contractors requires for performance of the contract.
10.34
INFLUENCE
10.34.1
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.
10.34.2
An attempt to influence includes, but is not limited to:
10.35.2.1
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 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.
10.34.3
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.
10.34.4
ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY
COUNTY PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT
SERVICES, IS ALLOWED DURING THE SOLICITATION PROCESS UNLESS
THE COMMUNICATION IS IN REGARD TO PRE-EXISTING BUSINESS
WITH
THE
COUNTY.
ANY
COMMUNICATIONS
REGARDING
THE
SOLICITATION, ITS PARTICIPANTS, OR ANY DOCUMENTATION PRIOR
TO THE CONTRACT AWARD MAY BE GROUNDS FOR DISMISSAL OF THE
RESPONDENT FROM THE EVALUATION PROCESS.
SERIAL 210223-RFP
10.35
CONFIDENTIAL INFORMATION
10.35.1
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.
10.35.2
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
parties will negotiate in good faith to address the County’s concerns.
10.35.3
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.
10.36
PUBLIC RECORDS
Under Arizona law, all offers submitted and opened are public records and must be
retained by the County at the Maricopa County 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 a respondent 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 respondent 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.
10.37
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, expressed, or implied.
10.38
UNIFORM ADMINISTRATIVE REQUIREMENTS
By entering into this contract, the 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.
10.39
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.
10.40
ORDER OF PRECEDENCE
In the event of a conflict in the provisions of this contract and Contractor’s license
agreement, if applicable, the terms of this contract shall prevail.
SERIAL 210223-RFP
10.41
INCORPORATION OF DOCUMENTS
10.41.1
The following are to be attached to and made part of this Contract:
10.41.1.1
Exhibit A – Vendor Information and Pricing
10.41.1.2
Exhibit B – Scope of Work
10.41.1.3
Exhibit C – Service Level Agreement (SLA)
10.41.1.4
Exhibit D – Business Associate Agreement (BAA)
10.42
NOTICES
All notices given pursuant to the terms of this contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
160 S. 4th Avenue
Phoenix, Arizona 85003-1647
For Contractor:
General Counsel
ComPsych Corporation
455 N. Cityfront Plaza Drive
Chicago, IL 60611
SERIAL 210223-RFP
IN WITNESS WHEREOF, this contract is executed on the date set forth above.
CONTRACTOR
AUTHORIZED SIGNATURE
PRINTED NAME AND TITLE
ADDRESS
DATE
MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS
DATE
ATTESTED:
CLERK OF THE BOARD
DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY
DATE
#%! # &!
$ "
#"
EXHIBIT A – VENDOR INFORMATION AND PRICING
Attachment A - Vendor Information
VENDOR INFORMATION MUST MATCH INFORMATION CONTAINED IN BIDSYNC AND MARICOPA COUNTY
DEPARTMENT OF FINANCE VENDOR REGISTRATION. PLEASE NOTE THAT VENDORS ARE REQUIRED TO
COMPLETE REGISTRATION PRIOR TO AWARD AT THE MARICOPA DEPARTMENT OF FINANCE WEBSITE
(http://www.maricopa.gov/Finance/Vendors.aspx)***
COMPANY NAME:
ComPsych Corporation
DOING BUSINESS AS (dba):
N/A
MAILING ADDRESS:
455 N. Cityfront Plaza Drive, Chicago, IL 60611
REMIT TO ADDRESS:
455 N. Cityfront Plaza Drive, Chicago, IL 60611
TELPHONE NUMBER:
312-595-4000
FAX NUMBER:
312-705-6362
WWW ADDRESS:
www.compsych.com
REPRESENTATIVE NAME:
Michael Garfield
REPRESENTATIVE TELEPHONE
NUMBER:
312-595-4006
REPRESENTATIVE EMAIL ADDRESS:
mgarfield@compsych.com
YES
NO
REBATE
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO
PURCHASE FROM THIS CONTRACT:
WILL ACCEPT PROCUREMENT CARD FOR PAYMENT:
FUEL COMPRISES (if applicable) 0% OF TOTAL BID AMOUNT
PAYMENT TERMS: RESPONDENT IS REQUIRED TO PICK ONE OF THE FOLLOWING.
PAYMENT TERMS WILL BE CONSIDERED IN DETERMINING LOW BID. FAILURE TO CHOOSE
PAYMENT TERMS WILL RESULT IN A DEFAULT TO NET 30 DAYS.
NET 10 DAYS
NET 45 DAYS
1% 10 DAYS NET 30
DAYS
NET 15 DAYS
NET 60 DAYS
2% 30 DAYS NET 31 DAYS
NET 20 DAYS
NET 90 DAYS
1% 30 DAYS NET 31 DAYS
NET 30 DAYS
2% 10 DAYS NET 30 DAYS
5% 30 DAYS NET 31
DAYS
SERIAL 210223-RFP
Attachment D – Pricing Page
SERIAL # 210223-RFP - EMPLOYEE ASSISTANCE
PROGRAM SERVICES
NIGP CODE: 95238
SUBMITTING
RESPONDENT'S NAME:
COMPSYCH
BAFO PRICING:
1.0 EMPLOYEE ASSISTANCE PROGRAM SERVICES (FULLY INSURED)*
YEAR 1
YEAR 2
YEAR 3
YEAR 4
YEAR 5
1.1 PER EMPLOYEE PER
MONTH (PEPM)
$3.50
$3.50
$3.50
$3.50
$3.50
Pricing per service to
perform lethality
assessments, fit for duty
assessments, and handle
workplace violence issues**
$3,500* per
fit for duty
assessments
$3,500* per
fit for duty
assessments
$3,500* per
fit for duty
assessments
$3,500* per
fit for duty
assessments
$3,500* per
fit for duty
assessments
YEAR 6
YEAR 7
YEAR 8
YEAR 9
YEAR 10
1.2 PER EMPLOYEE PER
MONTH (PEPM)
$3.50
$3.50
$3.50
$3.50
$3.50
Pricing per service to
perform lethality
assessments, fit for duty
assessments, and handle
workplace violence issues**
$3,500* per
fit for duty
assessments
$3,500* per
fit for duty
assessments
$3,500* per
fit for duty
assessments
$3,500* per
fit for duty
assessments
$3,500* per
fit for duty
assessments
*Follow-up FFD evaluation costs:
$2,000 per follow-up evaluation when a request is made within ninety (90) days of
the initial evaluation.
$3,500 per follow-up evaluation when a request is made after ninety (90) days of the
initial evaluation.
*Cancellation Charges:
x
A $250.00 set-up fee will be charged for cancellation requests occurring four (4) or more business days prior to
the scheduled appointment.
x
$875.00 will be charged for cancellation of psychological exams occurring three (3) or fewer business days prior
to the scheduled appointment, except that:
-
$1,250 will be charged for cancellations or no-shows of psychological exams which occur on the
scheduled appointment date.
SERIAL 210223-RFP
x
$1,300.00 will be charged for cancellations of neuropsychological exams occurring three (3) or fewer business
days prior to the scheduled appointment, except that:
-
$1,700 will be charged for cancellations or no-shows of neuropsychological exams which occur on the
scheduled appointment date.
** Indicate whether services to perform lethality assessments, fit for duty assessments, and handle workplace violence
issues will be handled by ComPsych or subcontracted to a third party provider:
ComPsych:
ComPsych performs lethality assessments and handles workplace violence
issues in-house with its own staff as part of the EAP services with no
additional cost to the County
Third-Party Provider(s) (list):
ComPsych partners with PsyBar for fit-for-duty assessments
SERIAL 210223-RFP
EXHIBIT B – SCOPE OF WORK
1.0
BENEFITS
1.1.
Contractor shall provide the following required services:
1.1.1
Twelve free, individual, solution-focused, short-term counseling sessions for all
employees, and their household members, and covered dependents, and
COBRA beneficiaries, per issue per plan year.
1.1.2
Service modalities for individual EAP, to include confidential face-to-face, digital,
chat, text, and/or telephonic counseling.
1.1.3
Assessment and referral during or at the end of 12 visits to network providers
within the member’s medical plan for behavioral health services, or, if the
individual does not have medical/behavioral health coverage, to community
social services resources.
1.1.4
Administration of the program for participants electing to continue their plans
under COBRA, through a COBRA plan administrator, as determined by the
County.
1.1.5
In accordance with A.R.S. 38-673, an additional 24 visits within twelve months of
the initial visit if recommended by the treating licensed, mental health
professional for peace officers who are exposed to any one of the following
events while in the course of duty:
1.1.1.1. Visually witnessing the death or maiming, or visually witnessing the
immediate aftermath of such a death or maiming, of one or more
human beings.
1.1.1.2. Responding to or being directly involved in a criminal investigation of an
offense involving a dangerous crime against children as defined in
A.R.S. section 13-705.
1.1.1.3. Requiring rescue in the line of duty where one's life was endangered.
1.1.1.4. Using deadly force or being subjected to deadly force in the line of duty,
regardless of whether the peace officer or firefighter was physically
injured.
1.1.1.5. Witnessing the death of another peace officer or firefighter while
engaged in the line of duty.
1.1.1.6. Responding to or being directly involved in an investigation regarding the
drowning or near drowning of a child.
1.1.6
A dedicated toll-free telephone number that must provide:
1.1.6.1 Unlimited 24 hours per day, 7 days per week (24/7) crisis and trauma
intervention, homicidal/suicidal risk assessment, and emergency triage
provided by personnel with first responder expertise.
1.1.6.2 Unlimited 24/7 Critical Incident Stress Debrief (CISD)
SERIAL 210223-RFP
1.1.7
Unlimited CISD events and hours with modalities that must include group and
individual face-to-face, in-person and on-site services.
1.1.8
Unlimited CISD webinar services that the contractor shall schedule, deliver, and
host at the County’s request.
1.1.9
Access to a broad, robust network of providers (counselors, with expertise and
capacity to meet the needs of the County’s diverse population).
1.1.10 Support the integration of all County Wellness Program initiatives, as requested
by the County, including recommendations for clinical, utilization, and disease
management programs that will target specific populations to increase member
engagement, enhance member health and well-being, or improve the Health
Plan cost performance, as requested by the County.
1.1.11 Fitness For Duty (FFD) Services: FFD Evaluation is a forensic evaluation
completed by a psychologist outside of scope of the EAP for the purpose of
evaluating an employee’s ability to safely perform the functions of their job,
assess organizational and behavioral risk.
1.1.11.1 It is solely County’s responsibility to decide whether to refer an
employee for a FFD Evaluation. ComPsych will assist County to
identify a FFD provider and schedule an appointment for an employee
evaluation.
1.1.11.2 It is County’s responsibility to notify the employee of the reason for the
evaluation and the date/time of the appointment. ComPsych will
ensure that following the evaluation, the provider submits a written
report to County within five business days after the evaluation.
1.1.11.3 ComPsych will work with the employee to ensure access to
recommended services, if indicated, and will monitor the employee’s
compliance with the treatment recommendations. ComPsych will
reimburse the provider for services.
1.1.11.4 Only the County may make employment related decisions. It is agreed
and acknowledged that ComPsych shall have no responsibility or
liability whatsoever to County, its employees or any other person, firm,
corporation or entity for any employment related decisions made by
County or in connection with any advice or opinions rendered by the
FFD provider.
1.1.11.5 The per-case fee for FFD Coordination, which includes all provider
fees, is $3,500.00.
1.1.11.6 $2,000.00 will be charged for a follow-up evaluation should the County
make a request within 90 days after the initial evaluation.
1.1.11.7 $3,500.00 will be charged for follow-up evaluations should the County
make a request after 90 days from the initial evaluation.
1.1.11.8 A $250.00 set-up fee will be charged for cancellation requests
occurring four or more business days prior to the scheduled
appointment.
SERIAL 210223-RFP
1.1.11.9 $875.00 will be charged for cancellation of psychological exams
occurring three or fewer business days prior to the scheduled
appointment.
1.1.11.10 $1,250 will be charged for cancellations or no-shows of psychological
exams which occur on the scheduled appointment date.
1.1.11.11 $1,300 will be charged for cancellations of neuropsychological exams
occurring three or fewer business days prior to the scheduled
appointment.
1.1.11.12 $1,700 will be charged for cancellations or no-shows of
neuropsychological exams which occur on the scheduled appointment
date.
2.0
TIMELY DELIVERY OF SERVICE
1.2
The contractor must provide timely delivery of services by providing a toll free telephone
number staffed with personnel who have first responder expertise.
1.3
Contractor shall provide coverage 24/7, and such coverage shall include initial
assessment referral, emergency phone consultations, on-call services for urgent and
routine care, and management consultation (EAP).
2.3
Contractor shall schedule member appointments with an appropriate provider located
within 5 miles or 15 minutes of the metropolitan area or within 20 miles or 30 minutes of
the rural area where the member lives.
2.4
Contractor shall, at a minimum, respond to requests for service within 30 minutes of an
initial call and shall, at a minimum, schedule initial face-to-face appointments as follows:
2.4.1
Within 24 hours for individual emergency crisis/trauma requests
2.4.2
Within two days for urgent care requests
2.4.3
Within five working days for routine care requests
2.5
The contractor shall provide CISD sessions (see required CISD services as specified
here-in) within two hours of a request by the County.
2.6
Contractor shall schedule training within five days of a request by the County.
3.0
INITIAL CONTACT AND PROBLEM ASSESSMENT
3.1
The contractor shall assess and determine the extent and nature of the issue or issues
presented by the employee, their household member, or covered dependents, or COBRA
beneficiaries. The contractor shall either schedule additional sessions or refer to the
appropriate level of care and provider within the individual’s medical insurance plan or
refer to the appropriate community resource if medical insurance does not exist, or is not
the appropriate level of care. Contractor’s assessment may include, if appropriate, a
psychological and/or chemical dependency evaluation.
3.1.1
In an emergency or crisis, the intake specialist shall respond immediately by
stabilizing the caller, determining the appropriate level of care, and facilitating an
in-network provider referral or accessing care through the individual’s or County’s
medical/behavioral health plan.
SERIAL 210223-RFP
3.2
The contractor shall have a formal intake process, which may include providing the client
with assessment instruments, client rights, grievance procedures, confidentiality policy,
and intake forms. The provider must accommodate initial intake appointments during the
day, evening, and weekends.
3.3
The contractor shall ensure that security and privacy provisions will be provided, i.e., non-
public entrances and/or waiting rooms for "high profile" clients who require anonymity
from constituents or colleagues, for example, judges and law enforcement personnel.
4.0
COST CONTAINMENT, QUALITY, AND SATISFACTION
4.1
The contractor shall provide assistance at the most appropriate level of care by
assessing the presenting issue and triaging to the appropriate service or benefit. Quality
of care will be maintained by ensuring that individuals with severe or specialized needs
who require care at a higher level are referred to a behavioral health provider through the
medical plan.
4.1.1
Quality of care will be measured by industry accepted standards and customer
satisfaction ratings.
5.0
WEBSITE/PORTAL SERVICES
5.1
Contractor shall provide a fully customizable, County-specific website/portal to include
County logos, endorsements, and information as requested by the County.
5.2
Contractor shall provide the following regarding website/portal functionality:
5.2.1
Single sign on function (SSO).
5.2.2
Links and SSO functionality to the County Wellness website and up to three
other connected partner systems, as requested by the County.
5.2.3
Compatibility with all the internet browser versions that County runs.
5.3
Contractor shall provide access to its website/portal for review, testing, and content
customizations upon request by the County.
5.4.
Contractor shall offer a stand-alone mobile application and/or an integrated mobile-
friendly website/portal for accessing the web portal and its resources and programs.
5.5.
Contractor shall provide web and digital services which include but are not limited to:
5.5.1
An up-to-date online library of resources including articles, on-demand videos,
podcasts, and other educational material.
5.5.2
A confidential “live chat” function to chat with a specialist.
5.5.3
Digital coaching through multiple venues including, but not limited to digital,
mobile, and web-based for topics including, but not limited to, emotional
wellness, stress management, mindfulness, and resilience.
5.5.4
Integration with and/or interface with the County’s Wellness portal and programs,
for example the Wellness portal contractor’s Disease Management Programs.
SERIAL 210223-RFP
5.5.5
Online access to view provider network and select and make an appointment
with a provider. Individuals must be able to search an active, up to date, on-line
directory of providers by name, county, city, or zip, or specialty.
5.5.6
Interactive tools and utilities, personal health literature, search tools for
counselors, childcare provider look-up, comprehensive elder care facility lookup,
college/university information, and financial planners.
5.6.
Contractor shall maintain website/portal content (articles, resources, tools, and behavioral
health information) so that content remains up-to-date and maintains accuracy, individual
personalization, and relevance.
5.7.
Contractor shall certify all systems are secure and information sent via email or provided
online by participants is protected in compliance with all HIPAA privacy and security
requirements.
5.8.
Contractor shall notify the County within 24 hours upon determination and identification of
system-related problems, programming problems, transfer problems, or scheduled
downtime. Contractor will make every effort necessary to correct such problems
immediately to minimize any negative impact to participants and to maintain continual
operation of the website/portal. Failure to do so may result in termination.
6.0
HIPAA PRIVACY AND SECURITY COMPLIANCE
6.1
Maricopa County is a hybrid entity with HIPAA-covered components that include the
Maricopa County self-insured employee benefits plan. Contractor shall be considered a
business associate and be required to sign a Business Associate Agreement and to
adhere to HIPAA privacy and security rules.
6.2
Upon request, Contractor shall provide a comprehensive HIPAA Privacy and Security
Policy complete with protocols and procedures for handling breaches or unauthorized
disclosures of varying degrees of seriousness.
6.3
If there is a breach or unauthorized disclosure, contractor shall notify the County within
48 hours of the contractor identifying the breach or unauthorized disclosure. A detailed
report outlining the scope of the incident and the expected member impact shall be
furnished to the County, in writing, within five business days of the identification of the
breach or unauthorized disclosure. Contractor shall perform all HIPAA and security
responsibilities required, including notifications to all required parties. Additionally, within
15 business days of the identification of the breach or unauthorized disclosure, contractor
shall furnish to the County a detailed remedial plan to prevent such incidents from
reoccurring.
7.0
COMMUNICATION, MARKETING, AND TRAINING SERVICES
7.1
The contractor shall be responsible for drafting, producing, and distributing, subject to
County review and approval, all communication materials, and administrative forms. All
materials shall be available on-line.
7.2
The contractor must have a process for informing established employees, as well as
newly hired employees, of the services offered and how to access services. This would
include, but may not be limited to, informational materials, MP4 videos, infographics, e-
brochures, posters, and live and recorded presentations. Additionally, the contractor must
provide communication pieces that complement the health initiatives identified by the
County for high utilization of services/conditions.
SERIAL 210223-RFP
7.3
The County requires the contractor to provide specific communication pieces for the
County’s intranet and the County website so that employees, and their household
members, covered dependents, and COBRA beneficiaries will be able to access
information about services and support available through the EAP.
7.4.
The contractor will provide presentations, as well as coordinated training, that complies
with the Drug Free Workplace Act of 1988. Staff must have experience and training in
delivering and facilitating training and education programs which deal with mental health,
health related, and supervisory issues.
7.5.
Contractor shall provide an allotment of promotional material (minimum of 15,000
magnets, 15,000 wallet cards, 1,000 posters annually, flyers, etc.), or provide
budget/credit for such materials, each year of the program.
7.6.
Contractor shall provide an annual training catalog. Authorized County representative(s)
shall be able to schedule a maximum of 50 hours of in-person or virtual presentations or
training per year with an unlimited number of seats (with a maximum of 1,000 seats per
session). This does not include CISD hours. This does not include individual on-demand
training accessible through the Contractor’s website and mobile application.
7.6.1.
Contractor must allow members to register in advance for virtual sessions
through a weblink and be able to add the sessions to members’ work or personal
calendars as a reminder.
7.6.2.
Contractor must record virtual sessions in MP4 format at a maximum of 500 mb
and to provide recordings to the County to post on the Wellness Website or in the
County’s learning management system (LMS) upon request.
8.0
NETWORK PROVIDER CAPABILITIES
8.1
Contractor must provide, upon request, a complete list of network providers to the County
prior to award of the contract in order for the County to evaluate disruption and
integration with mental/behavioral provider networks under County medical plans.
8.2
Contractor shall meet the following requirements regarding Contractor network providers:
8.2.1
Network must include providers licensed by the State of Arizona to provide
counseling and services that include identifying and assisting individuals for a
variety of psychological, behavioral, substance abuse, and work-related issues.
8.2.2
Contractor must strive to add specific providers to the network as recommended
by the County.
8.2.3
Contractor must agree to pay out of network providers at the request of the
County.
8.2.4
Network must include providers experienced in providing CISD and trauma
intervention for the wide range of departments in Maricopa County, including law
enforcement and health care personnel.
8.2.5
The contractor must have providers within its network with the ability to perform
lethality assessments, fit for duty assessments, and handle workplace violence
issues.
SERIAL 210223-RFP
8.2.6
Network providers accepting new patients must have appointments available
within 48 hours of initial contact. Contractor must provide an accurate method for
members to identify providers that are accepting new patients.
9.0
CONTRACTOR STAFF REQUIREMENTS
9.1
In addition to network providers, the contractor shall employ customer service/intake staff
to assist members and HR representatives.
9.1.1
Calls to the EAP must be answered in person by counselors or routed to
counselor based on contractor’s call-triage procedures.
9.1.2
Contractor’s staff shall be experienced and credentialed/licensed, as appropriate
to their position, and as per all Federal, state, and local regulations. Contractor
shall provide proof of staff certifications and licensing upon request by the
County.
9.1.3
Staff members/counselors answering phones must be skilled at making the
member feel comfortable, assessing risk, and helping the member take the most
appropriate next step toward problem resolution. The counselor’s approach must
be to listen and identify any underlying problems and to offer comprehensive
solutions. When it is clear that behavioral health outpatient treatment or a more
intensive level of care is appropriate, the counselor with provide a warm transfer
to the member’s medical/behavioral health plan or emergency service provider.
9.1.4
Contractor shall provide translation services 24 hours a day/7 days a week for
clients who are non-English speaking.
9.1.5
Contractor’s customer services staff must have experience and familiarity with
law enforcement organizations, first responders, and trauma.
9.1.6
The contractor will keep its staff members current on new and on-going trends
related to EAP and changes and strategic initiatives of the County.
9.2
Contractor may utilize network providers as outlined in Section 8.0 – Network Provider
Capabilities or its own staff to provide CISD, trauma intervention, and/or training for the
wide range of departments in Maricopa County, including law enforcement and health
care personnel. If contractor staff is utilized, they must be trained, qualified, and
experienced in providing law enforcement/first responder CISD and workplace training.
10.0
ACCOUNT ADMINISTRATION REQUIREMENTS
10.1
Contractor shall respond to account and member service issues within one business day
of contact and shall include in its response a proposed resolution and a timeframe in
which the contractor will resolve the issue(s).
10.2
Contractor shall maintain, at a minimum, monthly contact with a designated County
representative.
10.3
Contractor shall prepare an in-person or virtual quarterly and annual review with County’s
HR representatives.
10.4
Contractor shall provide additional resources, including but not limited to, additional
staffing, at no additional cost to the County, should challenges or problems arise and the
contractor is unable to fulfill any requirements indicated in the Statement of Work or any
portion of the contract thereof.
SERIAL 210223-RFP
10.5
The contractor shall agree to attend, in-person or virtually, scheduled open enrollment
meetings and onsite health fairs no more often that two times per year at no charge, at
the County’s request.
10.6
Contractor shall provide each participant using services with the option to participate in a
customer satisfaction survey to allow participants to report satisfaction with customer
services, including, but not limited to, the network, the counselor, the website/portal, the
quality of services, and offered benefits.
10.7
Contractor shall agree to assist the County with compliance of current and future Federal,
state, and local laws applicable to EAP services.
11.0
REPORTING REQUIREMENTS
11.1
On a monthly basis, contractor shall provide comprehensive, user-friendly utilization and
activity reports showing number of requests for service and type of service provided, by
County department.
11.2
Contractor shall provide customer satisfaction data to the County on a quarterly basis,
using the information provided in customer satisfaction surveys.
11.3
Contractor will provide necessary reporting in accordance with A.R.S. 38-672 and 38-
673.
11.4
An audited annual report must be provided each year that contract is in effect. The
contractor must be financially solvent as demonstrated by audited annual reports that
include financial statements for the past three calendar years.
11.5
The contractor must conduct and provide a SOCII audit report of their claims payment
system at least annually upon request to support the County’s annual external audit.
11.6
Report data must be provided electronically in Excel compatible format to allow Maricopa
County to filter the data. Reports must be accessible to the County through a secure Web
site.
11.7
The provider shall furnish electronic quarterly and annual utilization reports for the EAP
by County Department (unless the size of the department is less than 20 employees) with
summary-level statistical EAP utilization data on employee/dependent utilization,
demographics, referrals, and type and number of services (counseling sessions,
telephonic and website/portal use, etc.). Reports must contain an analysis of the
utilization comparing utilization to the contractor’s book of business and to the applicable
County department’s industry, outcome measures, effectiveness of treatment type, cost
savings and quality assurance of services. Reports must also contain suggestions for
actions the County can take to tackle any trend identified in the utilization and to improve
the overall mental/behavioral health of its employees.
11.7.1 The reporting system shall include provisions for confidentiality in all cases of
voluntary EAP participation. Confidentiality shall be maintained in these cases
between the EAP and authorized County personnel.
12.0
TRANSITION
12.1
At no cost to the County, the contractor shall comply with the following provisions upon
receipt of a notice of termination or upon the expiration of the contract, and at no
additional cost to the County:
SERIAL 210223-RFP
12.1.1 The contractor shall transfer title and deliver to the County or its designee any
and all completed or partially completed reports, materials, information , data,
other work product of the contractor that were made under the contract or as part
of the contractor’s performance of the contract, and all work-in-progress,
including any work covered under the contract but scheduled for delivery at a
future date.
12.1.2 Make available for a period of 18 months any reports or other materials
pertaining to the administration and performance of the County’s plans.
13.0
CONTRACT REQUIREMENTS
13.1
The contract’s rate change date and anniversary will fall on July 1st. All contract or
benefit changes will only occur on this date unless previously agreed to in writing by all
parties. The County reserves the right to annually change benefit designs it considers in
its best interest.
13.2
The County shall be the final determinant for all eligibility issues.
13.3
The contractor’s provision of plan services is critical and material to the County. This
includes operational issues in providing plan services, including but not limited to,
adequacy of the provider network, satisfaction with providing customer service to plan
participants, quality of the plan services, and satisfaction with services of plan
participants. For any failure to comply with these requirements or unauthorized changes
to plan services, the County may exercise its rights under this contract up to and
including termination.
13.4
Contractor will review all benefit plan summary documents at County request.
13.5
Contract shall not have minimum participation requirements.
13.6
Eligibility and enrollment information for COBRA participants will be provided by the
County’s COBRA Administrator. Contractor shall cooperate and coordinate as needed to
ensure services are delivered, as required, to COBRA participants.
14.0
POST AWARD MEETING
The contractor may be required to attend a post-award meeting with the department to discuss the
terms and conditions of this contract. This meeting will be coordinated by the procurement officer of
the contract.
SERIAL 210223-RFP
EXHIBIT C – PERFORMANCE GUARANTEES
Performance guarantees will be measured annually for determination of whether a penalty amount will be
credited, not to exceed an eleven percent (11%) credit of administrative fees paid by Maricopa County
during the first contract year and not to exceed a ten percent (10%) credit of administrative fees paid by
Maricopa County during each contract year thereafter. Reconciliation of performance guarantees shall
occur within sixty (60) days after the end of each contract year. The reconciliation of performance
guarantees is in addition to all other rights afforded the County by this contract.
Category
Measurement
Penalty
(% of fees at
risk)
Average Speed of
Answer
Calls to intake answered within an average of 30 seconds or less.
1%
Call Abandonment
Five percent or less of calls to intake.
1%
Utilization Reports
Quarterly, within 30 days after the end of each quarter.
.5%
Satisfaction
Average participant satisfaction rating of 3 (on a 5 point scale) from all
County participants responding to a satisfaction survey. A minimum of
50 responses or 2 percent of the employee population, whichever is
greater, is required for this category to apply.
.5%
Network Access
ComPsych agrees to ensure the level of network access available to
County employees meets the following requirements:
1. Urban: 90 percent of employees have access to two providers
within 15 miles of work/home location.
2. Suburban: 90 percent of employees have access to a provider
within 20 miles of work/home location.
3. Rural: 90 percent of employees have access to a provider within
30 miles of work/home location (if a provider is available within
such a distance).
County agrees to provide ComPsych with annually updated employee
home zip code information.
1.0%
Website uptime
GuidanceResources Online shall maintain 99.8 percent uptime, except
for scheduled maintenance.
.5%
Implementation
(Year 1 only)
ComPsych will meet all mutually agreed upon deadlines established for
implementation. ComPsych shall not be penalized if any delay is
caused, in whole or in part, by the County.
1%
Appointments
95 percent of the time, ComPsych will offer initial face-to-face
appointments as follows:
x
Within 24 hours for individual emergency crisis/trauma requests.
x
Within two days for urgent care requests.
x
Within five working days for routine care requests.
1%
SERIAL 210223-RFP
Category
Measurement
Penalty
(% of fees at
risk)
CISD Services
Upon request, 98 percent of CISD services will be provided within two
hours of a request.
1%
Training
If requested, 95 percent of training sessions will be scheduled within 30
days after a request for training has been received.
1%
HIPAA Compliance ComPsych will, at all times, comply with HIPAA and within five business
days notify County in the event of any breach or unauthorized
disclosure.
.5%
Provider Network
All
of
ComPsych’s
network
providers
will
meet
ComPsych’s
credentialing requirements.
1%
Account
Management
95 percent of the time, account manager will respond to service
concerns brought by County within one business day and a proposed
resolution plan will be provided to County within three business days.
1%
SERIAL 210223-RFP
Maricopa County Business Associate Agreement
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04/29/2021
MARICOPA COUNTY
EXHIBIT D - 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,
____________________________
[insert
department]
(“COUNTY”
or
“Covered
Entity”),
and
____________________________ [insert contractor name] (“Business Associate” or “Associate”). This Agreement
is made a part of the parties’ contract or engagement letter for services (the “Contract”), pursuant to which
Associate is a contractor of MARICOPA COUNTY and provides services to MARICOPA COUNTY that involve the
use and/or disclosure of Protected Health Information (“PHI”) (as defined below). This Agreement sets out the
responsibilities and obligations of 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.
MARICOPA COUNTY may make available and/or transfer Associate PHI of individuals in conjunction with the
Contract, which Associate will use or disclose only in accordance with this Agreement. Associate and MARICOPA
COUNTY agree to the terms and conditions of this Agreement in order to comply with the use and handling of PHI
under the HIPAA Standards for Privacy of Individually Identifiable Health Information, 45 CFR Part 160 and Part
164, Subpart E (“Privacy Standards”) and the HIPAA Security Standards, 45 CFR Part 160 and Part 164, Subpart
C (“Security Standards”), both as amended from time to time. Unless otherwise provided, all capitalized terms in
this Agreement will have the same meaning as provided under the Privacy Standards and Security Standards.
Associate and MARICOPA COUNTY will comply with the terms of this Agreement for the duration of the Contract
and for such other continuing periods as provided in this Agreement. Upon the compliance date of any final
regulation or amendment to final regulation promulgated by the U.S. Secretary of Health and Human Services that
affects Associate’s use or disclosure of PHI, the parties agree to take such reasonable action as is necessary to
amend this Agreement in order for MARICOPA COUNTY to comply with such final regulation or amendment to final
regulation.
Definitions for terms in this Agreement:
1.
Business Associate shall generally have the same meaning as the term “Business Associate” as defined in
45 CFR §160.103, and for purposes of this Agreement, includes Associate. Notwithstanding this definition,
if Associate does not have access to or create Protected Health Information under the Contract, Associate
is not a Business Associate, and the terms of this Agreement do not apply to Associate.
2.
Contractors of Business Associate means a contractor (person or an entity) to whom Associate
contractually delegates a function, activity, or service that the Associate has agreed to perform for a
Covered Entity. A contractor of Associate which creates, receives, maintains, or transmits personal health
information on behalf of Associate is itself a Business Associate and therefore must comply with the terms
of this Agreement. For purposes of this Agreement, the term “Contractor” includes the contractor, its
employees, its subcontractors, and its agents.
3.
Protected Health Information (“PHI”) means the health information that is created or received by a Covered
Entity; and relates to the physical condition, mental health, or other health condition of an Individual, or to
the provision of health care to the Individual (including but not limited to the payment for such health care);
and identifies or can be used to identify the Individual as defined in 45 CFR § 160.103.
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4.
Individual shall have the meaning set forth in 45 CFR §160.103, including a person who is the subject of the
Protected Health Information, and shall include any individual or entity who qualifies as a “personal
representative” in accordance with 45 CFR § 164.502(g).
5.
Privacy Rule shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR
Parts 160 and 164, Subparts A and E, as may be amended, modified, or superseded, from time to time.
6.
Security Rule shall mean the Standards for Security of Individually Identifiable Electronic Health Information
at 45 CFR Parts 160 and 164, Subparts A, C and E, as may be amended, modified, or superseded, from
time to time.
7.
Breach shall have the same meaning given to such term under the HIPAA Rules, including, but not limited to,
an impermissible use or disclosure under the Privacy Rule that compromises the security or privacy of the
PHI such that the use or disclosure poses a significant risk of financial, reputational, or other harm to the
affected Individual. Breach does not include those matters specifically excluded under 45 CFR §
164.402(2).
8.
Breach Notification Rule shall mean the interim final rule related to breach notification for unsecured
protected health information at 45 CFR Parts 160 and 164.
9.
Covered Entity shall have the meaning given to such term in 45 CFR § 160.103, and for purposes of this
Agreement, includes MARICOPA COUNTY and its HIPAA-covered components.
10. Designated Record Set shall have the meaning given to such term under the Privacy Rule at 45 CFR §
164.501.
11. Security Incident shall have the meaning given to such phrase under the Security Rule at 45 CFR § 164.304.
12. Unsecured PHI shall have the meaning given to such phrase under the Breach Notification Rule at 45 CFR §
164.402.
13. Electronic Protected Health Information or ePHI shall have the same meaning given to such term under the
Security Rule, including, but not limited to, 45 CFR § 160.103.
14. Electronic Media shall have the same meaning given to such term in 45 CFR § 160.103.
15. Health Information Technology for Economic and Clinical Health (HITECH) Act, as codified at 42 U.S.C.
§§ 17921-17954.
16. Secretary shall mean the U.S. Secretary of the Department of Health and Human Services or his or her
designee.
It is agreed by and between the parties that:
1.
Uses and Disclosures of Protected Health Information. Associate will use and disclose PHI only for those
purposes necessary to perform its duties, obligations and functions under the Contract, or as otherwise
expressly permitted in this Agreement or as required by law.
a. Associate will not use or further disclose any PHI in violation of this Agreement.
b. Associate may use PHI to perform data aggregation services as permitted by 45 CFR § 164.504(e) (2)
(i) (B).
c. Associate agrees that in accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, it
will ensure that any Contractors that create, receive, maintain, or transmit PHI on behalf of Associate
agree to the same restrictions, conditions, and requirements that apply to Associate with respect to such
information under this Agreement.
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d. If Associate maintains a Designated Record Set, MARICOPA COUNTY will provide Associate with
copies of applicable policies and procedures, which the Associate will comply with as related to an
individual’s right to access PHI; request an amendment to PHI; request confidential communications of
PHI; or request an accounting of disclosures of PHI.
2.
Associate Use or Disclosure of Protected Health Information for its Own Purposes. Associate may use
or disclose PHI received from MARICOPA COUNTY for Associate’s management and administration, or to
carry out Associate’s legal and contractual responsibilities. Associate may disclose PHI received from
MARICOPA COUNTY to a third party for such purposes only if:
a. The disclosure is required by law; or
b. Associate secures written assurance from the receiving party that the receiving party will: (i) hold the
PHI confidentially; (ii) use or disclose the PHI only as required by law or for the purposes for which it
was disclosed to the recipient; and (iii) notify the Associate of any breaches in the confidentiality of the
PHI.
c. Associate may use and disclose de-identified health information, if (i) the use is disclosed to
MARICOPA COUNTY and permitted by MARICOPA COUNTY in its sole discretion, (ii) that the de-
identification is in compliance with 45 CFR § 164.502(d), and (iii) the de-identified health information
meets the standard and implementation specifications for de-identification under 45 CFR § 164.514(a)
and (b).
d. Associate shall use and disclose PHI only to the extent reasonably necessary to accomplish the
intended purpose of such PHI.
3.
Safeguards. Associate will implement and maintain appropriate safeguards to prevent any use or disclosure
of PHI not otherwise permitted in this Agreement.
a. Associate also will implement administrative, physical, and technical safeguards to protect the
confidentiality, integrity, and availability of any electronic protected health information (“e-PHI”), if any,
that Associate creates, receives, maintains, and transmits on behalf of MARICOPA COUNTY.
b. Upon request of MARICOPA COUNTY, Associate will provide evidence to MARICOPA COUNTY that
these safeguards are in place and are properly managed.
4.
Reports of Improper Use or Disclosure of Secure or Unsecure Protected Health Information and of
Security Incidents and Breaches. Associate will report in writing to MARICOPA COUNTY any use or
disclosure of PHI, including any breach, not permitted by the contract between Associate and MARICOPA
COUNTY within 48 hours of Associate’s learning of such use, disclosure or breach or within 48 hours following
the exercise of reasonable diligence would have known of the improper use, disclosure, or breach.
5.
Mitigation of potential harmful effects. Associate shall mitigate all potential harmful effects of a use or
disclosure of Protected Health Information by Business Associate in violation of the requirements of this
Agreement. Immediately following the Associate’s discovery of a Breach (or upon the Associate’s reasonable
belief that a Breach has occurred), Associate shall provide MARICOPA COUNTY with sufficient information to
permit MARICOPA COUNTY to comply with the Breach notification requirements set forth at 45 CFR
§164.400 et seq.
a. Specifically, if the following information is known to (or can be reasonably obtained by) the Associate,
Associate will provide to MARICOPA COUNTY all available information that MARICOPA COUNTY is
required to include in its notification to the individual pursuant to the Breach Notification Rule, including
but not limited to:
i.
contact information for individuals who were or who may have been impacted by the Breach (e.g.,
first and last name, mailing address, street address, phone number, email address);
SERIAL 210223-RFP
Maricopa County Business Associate Agreement
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ii.
a brief description of the circumstances of the Breach, including the date of the Breach, the date of
discovery of the Breach, and the identity of who accessed and received the unsecured PHI;
iii.
a description of the types of unsecured PHI involved in the Breach (e.g., names, social security
number, date of birth, address(s), account numbers of any type, disability codes, diagnostic and/or
billing codes and similar information);
iv.
a brief description of what the Associate has done or is doing to investigate the Breach, mitigate
harm to the individual impacted by the Breach, and protect against future Breaches; and
v.
contact information for a liaison appointed by the Associate with whom MARICOPA COUNTY may
ask questions and learn additional information concerning the Breach.
b. Following a Breach, Associate will have a continuing duty to inform MARICOPA COUNTY of new
information learned by Associate regarding the Breach, including but not limited to the information
described in items (1) through (5), above.
c. Associate also will report in writing to MARICOPA COUNTY any Security Incident of which Associate
becomes aware within 48 hours of Associate learning of such use or disclosure. The Parties agree that
this section satisfies any notice requirements of Associate to MARICOPA COUNTY of the ongoing
existence and occurrence of attempted but Unsuccessful Security Incidents for which no additional
notice to MARICOPA COUNTY shall be required. For purposes of this Agreement, “Unsuccessful
Security Incidents” include activity such as pings and other broadcast attacks on Associate’s firewall,
port scans, unsuccessful log-on attempts, denials of service and any combination of the above, so long
as no such incident results in unauthorized access, use or disclosure of e-PHI.
Specifically, Associate will report to MARICOPA COUNTY any unauthorized access, use, disclosure,
modification, or destruction of e-PHI or interference with system operations in an information system
containing e-PHI of which Associate becomes aware, provided that:
i.
such reports will be provided only as frequently as the parties mutually agree, but no more than
once per month; and
ii.
if the definition of “Security Incident” under the Security Standards is amended to remove the
requirement for reporting “unsuccessful” attempts to use, disclose, modify, or destroy e-PHI, the
portion of this Section 5 addressing the reporting of unsuccessful, unauthorized attempts will no
longer apply as of the effective date of such amendment.
6.
Obligations Regarding Associate Personnel. Associate will appropriately inform all of its employees,
agents, representatives, members of its workforce, and Contractors, its employees, Contractors, or agents of
Associate (“Associate Personnel”), whose services may be used to satisfy Associate’s obligations under the
Contract and this Agreement of the terms of this Agreement. Associate represents and warrants that the
Associate Personnel are under legal obligation to Associate, by contract or otherwise, sufficient to enable
Associate to fully comply with the provisions of this Agreement. Associate will maintain a system of sanction
for any Associate Personnel who violates this Agreement.
7.
Access to Protected Health Information.
Individual Access. Within thirty (30) calendar days of a request by an individual for access to PHI received
from the individual, Associate will provide access to PHI or otherwise make the requested PHI available in
accordance with applicable law. This includes access as directed by MARICOPA COUNTY to an Individual in
order to meet the requirements under 45 CFR Part §164.524.
8.
Amendment of Protected Health Information.
Within thirty (30) calendar days of receiving a request from an individual to amend an individual’s PHI received
from the individual or MARICOPA COUNTY, Associate will incorporate such amendment.
9.
Accounting of Disclosures; Requests for Disclosure.
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Maricopa County Business Associate Agreement
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a. Disclosure Records. Associate will keep a record of any disclosure of PHI received from MARICOPA
COUNTY that Associate makes to its employees, Contractors, and agents, or other third parties other
than:
(1) Disclosures to health care providers to assist in the treatment of patients;
(2) Disclosures to others to assist MARICOPA COUNTY in paying claims;
(3) Disclosures to others to assist MARICOPA COUNTY in conducting its health care operations, as
defined in 45 CFR § 164.501; or
(4) Disclosures made pursuant to an individual’s Authorization.
Associate will maintain this disclosure record for seven (7) years from the termination of this Agreement.
Associate also agrees to maintain necessary and sufficient documentation of Disclosures of Protected Health
Information as would be required for MARICOPA COUNTY to respond to a request by an individual for an
accounting of Disclosures, in accordance with 45 CFR 164.528.
b. Data Regarding Disclosures. For each disclosure for which it is required to keep a record under
paragraph 9(a), Associate will record and maintain the following information:
(1) The date of disclosure;
(2) The name of the entity or person who received the PHI, and the address of such entity or person, if
known.
(3) A description of the PHI disclosed; and
(4) A brief statement of the purpose of the disclosure.
c. Individual Request to Associate. If Associate receives an Individual’s request for an accounting
directly from the Individual or through MARICOPA COUNTY, Associate will document such request and,
within thirty (30) calendar days after receiving a written request from the Individual or MARICOPA
COUNTY, act on such request to make available directly to the Individual an accounting of disclosures
of PHI about the Individual in accordance with 45 CFR § 164.528.
10. Notice of Privacy Practices. MARICOPA COUNTY shall provide Associate a copy of its Notice of Privacy
Practices (“Notice”) in accordance with 45 CFR § 164.520 as well as any changes to the Notice. If MARICOPA
COUNTY’s Notice specifically affects Associate’s use or disclosure of PHI, MARICOPA COUNTY shall inform
Associate of the specific limitations. Associate shall abide by the limitations of MARICOPA COUNTY’s Notice
that affects its use or disclosure of PHI of which it has been specifically informed. Any use or disclosure
permitted by this Agreement may be amended by changes to MARICOPA COUNTY’s Notice if MARICOPA
COUNTY specifically informs Associate of the amendment; provided, however, that the amended Notice shall
not affect permitted uses and disclosures on which Associate relied prior to receiving notice of such amended
Notice.
11. Access to Books and Records.
a. MARICOPA COUNTY Access. Associate will, within five (5) business days of MARICOPA COUNTY
written request, make available during normal business hours Mountain Standard Time (MST) at
Associate’s offices, all records, books, agreements, policies and procedures relating to the use or
disclosure of PHI received from MARICOPA COUNTY for the purpose of allowing MARICOPA
COUNTY or its agents or auditors to determine Associate’s compliance with this Agreement.
b. Government Access. Associate will make its internal practices, books, and records relating to the use
and disclosure of PHI received from, or created or received by Associate on behalf of MARICOPA
COUNTY available to the Secretary of the Department of Health and Human Services to the extent
required for determining compliance with the Privacy Standards. Notwithstanding this provision, no
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attorney-client, accountant-client, or other legal privilege will be deemed waived by Associate or
MARICOPA COUNTY as a result of this Section.
12. Term and Termination. The Term of this Agreement shall be effective as of the Effective Date and shall
supersede any existing Business Associate Agreement among the parties. The requirements of this
Agreement shall end upon the termination of the Contract or upon termination of this Agreement for cause as
set forth herein, whichever is earlier. Notwithstanding the termination provisions under the Contract,
MARICOPA COUNTY may immediately terminate the Contract and this Agreement upon written notice to
Associate if MARICOPA COUNTY determines that Associate or any of its Contractor(s) or agent(s) has
breached a material term of this Agreement. Alternatively, MARICOPA COUNTY may elect to provide
Associate with written notice of Associate’s or subcontractor(s)’ or agent(s)’ of Associate breach of any term or
condition of this Agreement and afford Associate the opportunity to cure the breach to the satisfaction of
MARICOPA COUNTY within thirty (30) days of the date of such notice. If Associate fails to timely cure the
breach, as determined by MARICOPA COUNTY at its sole discretion, MARICOPA COUNTY may terminate
the Contract and this Agreement.
13. Return or Destruction of Protect Health Information.
a. Return of PHI; Destruction. Within thirty (30) days of termination of the Contract or this Agreement,
Associate, with respect to PHI received from MARICOPA COUNTY, or created, maintained, or received
by Associate on behalf of MARICOPA COUNTY, shall:
i. Retain only that PHI which is necessary for Associate to continue its proper management and
administration or to carry out its legal responsibilities per the Contract and/or state or federal law;
ii. Return to MARICOPA COUNTY (or, if agreed to by the parties, destroy) the remaining PHI that
Associate still maintains in any form;
iii. Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with
respect to e-PHI to prevent use or disclosure of the PHI, other than as provided for in this Section,
for as long as Associate retains the PHI;
iv. Not use or disclose the PHI retained by Associate other than for the purposes for which such PHI
was retained and subject to the same conditions set out at under Section (2) above (listing
permitted uses of Associate), which applied prior to termination; and
v. Return to MARICOPA COUNTY (or, if agreed to by the parties, destroy) the PHI retained by
Associate when it is no longer needed by Associate for its proper management and administration
or to carry out its legal responsibilities.
b. Contractors. The provisions of this Section shall also apply to all PHI that is in the possession of
Contractors or agents of Associate.
c. Survival. The obligations of Associate and Contractors or agents of Associate under this Section shall
survive the termination of this Agreement.
14. Restrictions on Use or Disclosure of Protected Health Information. If MARICOPA COUNTY advises
Associate of any changes in, or restrictions to, the permitted use or disclosure of PHI received from
MARICOPA COUNTY, Associate will restrict the use or disclosure of such PHI consistent with the MARICOPA
COUNTY instructions.
15. Mitigation Procedures. Associate agrees to have procedures in place for mitigating, to the maximum extent
practicable, any deleterious effect from the use or disclosure of PHI received from MARICOPA COUNTY in a
manner contrary to this Agreement or the Privacy Standards.
16. Compliance with the HITECH Act. Associate will comply with the requirements of Title XII, Subtitle D of the
Health Information Technology for Economic and Clinical Health (HITECH) Act, codified at 42 U.S.C. §§
17921-17954, which are applicable to Associates, and will comply with all regulations issued by the U.S.
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Department of Health and Human Services (HHS) to implement these referenced statutes, as of the date by
which Associates are required to comply with such referenced statutes and HHS regulations.
a. Associate will also comply with Section 13402 of the HITECH Act, codified at 42 U.S.C. § 17932, and
with all regulations issued by HHS to implement this statute, as of the date by which Associates are
required to comply with such referenced statutes and HHS regulations. Associate will make a report to
MARICOPA COUNTY of any breach of unsecured protected health information, as required by 42
U.S.C. § 17932(b), within 48 hours of Associate’s discovery of the breach. Associate will indemnify
MARICOPA COUNTY for any reasonable expenses MARICOPA COUNTY incurs in notifying individuals
of a breach caused by Associate or its Contractors or agents.
17. Miscellaneous.
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/or 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 in light of any applicable
interpretation or guidance on the Privacy Standards and Security Standards issued by the Department
of Health and Human Services and other applicable state or federal laws, rules, and regulations as
amended from time to time.
c. No Third-Party Beneficiaries. Nothing in this Agreement will confer upon any person other than the
parties and their respective successors or assigns, any rights, remedies, obligations, or liabilities,
whatsoever.
d. Assignment of Rights and Delegation of Duties. This Agreement is binding upon and inures to the
benefit of the parties hereto and their respective successors and permitted assigns. However, neither
party may assign any of its rights or delegate any of its obligations under this Agreement without prior
written consent of the other party, which consent shall not be unreasonable withheld or delayed.
e. No Waiver. Failure or delay on the part of either party to exercise any right, power, privilege, or remedy
hereunder shall not constitute a waiver thereof. No provision of this Agreement may be 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 as though such illegal, invalid or unenforceable
provision had not been contained herein.
g. Entire Agreement. This Agreement constitutes the entire agreement between the parties with regard to
the Privacy Standards and Security Standards, there are no understandings or agreements relating to
this Agreement that are not fully expressed in this Agreement, and no change, waiver, or discharge of
obligations arising under this Agreement will be valid unless in writing and executed by the party against
whom such change, waiver, or discharge is sought to be enforced.
h. Written Agreement. This Agreement is considered as an integral part of the underlying Contract and is
incorporated as though fully set forth within the Contract. This Agreement will govern in the event of
conflict or inconsistency with any provision of Contract.
i.
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 hereunder shall be
governed by and construed under the laws of the State of Arizona, without regard to applicable conflict
of law principles.
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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 hereunder or in accordance with applicable law, Associate will
direct all communications to the following: Attn: Benefits Administration Manager, Maricopa County
Human Resources, 301 West Jefferson Street, Suite 3200, Phoenix, AZ 85003-2143; Phone
(602) 506 -1010; Email Haydee.Arismendez@Maricopa.Gov via encrypted email (or via a contractor’s
secure portal). All other notices shall be sent in accordance with the notice provisions under the
Contract.
Agreed to by Associate and Maricopa County by:
ASSOCIATE
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MARICOPA COUNTY
Signature
Date
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