CIRCLE THE CITY_SYNAPSE CONTRACT_FINAL 6.25.24 - SIGNED (1).PDF
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1
CONTRACT FOR SERVICES
MARICOPA COUNTY
by and through the
DEPARTMENT OF PUBLIC HEALTH
4041 N. Central Avenue, #1400, Phoenix, Arizona 85012
AND
CIRCLE THE CITY
300 W. Clarendon Avenue, Suite 200, Phoenix, Arizona 85013
1. Contract No: ______________________________
2. Contract Type: Service
3. Contract Amount: $ 30,000
4. Purpose: Community Health Needs Assessment
5. Start Date: August 2, 2024
6. Expiration Date: June 30, 2026
______________________________________________________________________________________________________
This Contract for Services (“Contract”) is entered into by and between Circle the City and Maricopa County, by and through its
Department of Public Health referred to as the “County” or “Contractor.” Circle the City and the County are collectively referred
to as the “Parties” and individually as a “Party.” County, for and in consideration of the covenants and warranties herein, shall
provide and perform the services as set forth below. All rights and obligations of the Parties shall be governed by the terms of this
Contract, its exhibits, attachments, and appendices, including any subcontracts or amendments as set forth herein and in:
Section I
-
General Provisions
Section III
-
Compensation
Section II
-
Scope of Work Section IV
-
Business Associate Agreement
This Contract contains all the terms and conditions agreed to by the Parties. No other understanding, oral or otherwise, regarding
the subject matter of this Contract shall be deemed to exist or to bind the Parties. Nothing in this Contract shall be construed as
consent to any lawsuit or waiver of any defense in a lawsuit brought against the County or Circle the City in any state or federal
court.
Legal Notice under this Contract shall be given by personal delivery or by registered or certified mail, postage prepaid, return
receipt requested, to the addresses set forth below and shall be effective upon receipt by the Party to whom addressed unless
otherwise indicated in the notice.
Notice to: Circle the City
Phone: (602) 776-0776
Address: 300 W Clarendon Avenue, Suite 200, Phoenix, Arizona 85013
Notice to: MCDPH Grants/Contract Unit
Phone: (602) 372-0674
Address: 4041 North Central Avenue, Suite #1400, Phoenix, Arizona 85012
IN WITNESS WHEREOF, the Parties enter into this Contract:
Circle the City
MARICOPA COUNTY DEPT OF PUBLIC HEALTH
Signature
Signature
Name
Kim Despres
Title
Chairman, Board of Supervisors
Title
Chief Executive Officer
Date
Date
ATTEST:
Signature
Date
Office of the Clerk of the Board
APPROVED
AS TO FORM:
Signature
Date
Attorney for Maricopa County
Jun 25, 2024
SECTION I
GENERAL PROVISIONS
2
1.
EFFECT
To the extent the Scope of Work conflicts with the General Provisions, the Scope of Work
shall control.
2.
DEFINITIONS
As used throughout this Contract, the following terms shall have the following meanings:
A.
Contract means this document and all exhibits, attachments, appendices, and
amendments to this Contract.
B.
County means Maricopa County, Arizona.
C.
Department means the Maricopa County Department of Public Health (MCDPH).
D.
Director means the Director of the Department.
E.
Funding Source means any federal, state, or private agency funding source that
may impose conditions on the funding that will be passed on to the County.
F.
Designated Record Set means a group of records maintained by or for a covered
entity that comprises medical and billing records about individuals maintained by
or for a covered health care provider; enrollment, payment, claim adjudication, and
case or medical management record systems maintained by or for a health plan,
and other records that are used in whole or in part, by or for the covered entity to
make decisions about individuals.
G.
Healthcare Partner means a person or health care facility licensed, certified, or
otherwise authorized or permitted by law to administer health care in the ordinary
course of business or practice of a profession. This includes Federally Qualified
Healthcare Centers (FQHC), or FQHC look-alike.
3.
GENERAL REQUIREMENTS
A.
The terms of this Contract shall be construed in accordance with Arizona law. Any
lawsuit arising out of this Contract shall be brought in the appropriate court in
Maricopa County, Arizona.
B.
The County shall, without limitation, obtain and maintain all licenses, permits, and
authority necessary to do business, render services, and perform work under this
Contract.
C.
The County is an independent Contractor in the performance of work and the
provision of services under this Contract and is not to be considered an officer,
employee, or agent of Circle the City.
4.
AMENDMENTS
All amendments to this Contract shall be in writing and signed by the Parties.
SECTION I
GENERAL PROVISIONS
3
5.
RETENTION OF RECORDS, AUDITS, AND DISALLOWANCES
A.
This provision applies to all financial and programmatic records, supporting
documents, statistical records, and other records of The County, which are
reasonably considered as relevant to this Contract.
B.
The County shall retain all financial books, records, and other documents relevant
to this Contract for five years after final payment or until after the resolution of any
audit questions, which could take more than five years, whichever is longer. The
County, federal, or state auditors, and any other persons duly authorized by the
County, shall have full access to, and the right to examine, copy, and make use of
any and all such materials.
C.
The County shall reimburse Circle the City for any payments made under this
Contract that are disallowed by a federal, state, or Maricopa County audit in the
amount of the disallowance.
6.
ASSIGNMENT / SUBCONTRACTING
No rights, liability, obligations, or duties under this Contract may be assigned, delegated,
or subcontracted by the County or Circle the City without the prior written approval of the
other Party. Any attempt to assign any portion of this Contract without the written consent
of the other Party shall be void. Any assignment shall not alter the assigner’s responsibility
to assure that all the provisions under this Contract are fulfilled by its assignee. All terms
and conditions in this Contract shall be included in any assignment.
7.
TERMINATION
A.
The County or Circle the City may terminate this Contract at any time with at least
30 days prior written notice to the other Party. Such notice shall be given by
electronic notice, personal delivery or by Registered or Certified Mail, postage
prepaid and return receipt requested.
B.
This Contract may be terminated by mutual written agreement of the Parties
specifying the termination date.
C.
If not terminated by one of the methods stated above, this Contract shall terminate
on the expiration date of this Contract as stated on the Cover Page.
D.
If either Party defaults under this Contract and the default continues for more than
10 days after the effective date of the other Party’s written notice stating the
specific nature of the default, then the noticing Party may treat the default as a
breach of this Contract. Upon a breach, the aggrieved Party may exercise any
remedy available under the law, including the termination of this Contract.
E.
If more than one activity is funded by this Contract the County may terminate any
part of the Scope of Work obligations without impairing the remaining obligations.
F.
This contract is subject to cancellation pursuant to A.R.S. § 38-511.
G.
If Circle the City terminates this Contract prior to the expiration date, Circle the City
SECTION I
GENERAL PROVISIONS
4
will remain responsible for payment to County for all work and services performed
through the date of termination and for reimbursement to County of all non-
cancellable commitments incurred in the performance of the work or services.
8.
SEVERABILITY
If a court finds that any provision of this Contract is invalid, all the remaining provisions
shall remain in full force and effect.
9.
STRICT COMPLIANCE
The waiver of a breach may only be made by a writing signed by the waiving Party and
will not constitute a waiver of any other or subsequent breach to affect in any way the
effectiveness or enforceability of the provision in question.
10.
FORCE MAJEURE
Neither Party shall be liable for failure of performance, nor incur any liability to the other
Party on account of any loss or damage resulting from any delay or failure to perform all
or any part of this Contract if such delay or failure is caused by events, occurrences, or
causes beyond the reasonable control and without negligence of the Parties. Such
events, occurrences, or causes will include Acts of God/Nature (including fire, flood,
earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign
enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution,
insurrection, military or usurped power or confiscation, terrorist activities, nationalization,
government sanction, lockout, blockage, embargo, labor dispute, strike, pandemic,
epidemic, interruption or failure of electricity or telecommunication service.
11.
COVENANT AGAINST CONTINGENT FEES
Each party warrants that no person or selling agency has been employed or retained to
solicit or secure this Contract upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee. Either Party may terminate this Contract without
liability for breach of this warranty.
12.
SAFEGUARDING CLIENT INFORMATION
The use or disclosure by any Party of any information concerning an eligible person served
under this Contract is directly limited to the performance of this Contract. Each Party shall
safeguard all protected health information as required under the Health Insurance
Portability and Accountability Act.
13.
RIGHTS IN PROPERTY AND DATA
Subject to applicable state and federal laws, rules, and regulations, all tangible materials
purchased or acquired by either Party in performance of this Contract shall remain the
property of the Party in possession when the Contract terminates.
Subject to applicable state and federal laws, rules, and regulations, the County shall have
full and complete ownership rights to and the right to reproduce, duplicate, adapt,
distribute, display, disclose and otherwise use all written and electronic information,
SECTION I
GENERAL PROVISIONS
5
recordings, reports, findings, research information, abstracts, results, software, data,
discoveries, inventions, procedures and processes of services developed by the County
and any other intangible materials created, prepared or received by the County and its
subcontractors in performance of this Contract. Circle the City shall have full, complete,
perpetual, irrevocable and non-transferable rights to reproduce, duplicate, adapt, make
derivative works, distribute, display, disclose, publish, and otherwise use all intangible
material solely for no-profit purposes. Circle the City’s right to use the intangible materials
includes the right to use the intangible materials in connection with its internal, non-profit
research and educational activities, the right to present at academic or professional
meetings or symposia and the right to publish in journals, theses, dissertations or
otherwise while providing proper attribution to the County’s role in the material
development.
14.
NON-DISCRIMINATION
The Parties, in connection with any service or other activity under this Contract, shall not
in any way discriminate against any person on the grounds of race, color, religion, sex,
national origin, age, or disability. The County shall include a clause to this effect in all
Subcontracts inuring to the benefit of the County or Circle the City.
15.
EQUAL EMPLOYMENT OPPORTUNITY
The Parties shall not discriminate against any employee or applicant for employment
because of race, color, religion, sex, pregnancy, childbirth, or medical conditions related
to pregnancy or childbirth, political affiliation or religious affiliation or ideas, culture, creed,
social origin or condition, genetic information, sexual orientation, gender identity or
expression, national origin, ancestry, age, disability, military service or veteran status, or
marital status. The Parties shall take affirmative action to ensure that applicants are
employed and that employees are treated during employment without regard to their race,
color, religion, sex, pregnancy, childbirth or medical conditions related to pregnancy or
childbirth, political affiliation or religious affiliation or ideas, culture, creed, social origin or
condition, genetic information, sexual orientation, gender identity or expression, national
origin, ancestry, age, disability, military service or veteran status, or marital status. Such
action shall include, but is not limited to, the following: employment, upgrading, demotion
or transfer, recruitment, or recruitment advertising, lay-off or termination, rates of pay or
other forms of compensation, and selection for training, including apprenticeship. The
Parties shall, to the extent such provisions apply, comply with Titles VI and VII of the Civil
Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et seq.); the Rehabilitation Act of
1973, as amended (29 U.S.C. §§ 701, et seq.); the Age Discrimination in Employment Act
of 1967, as amended (29 U.S.C. §§ 621, et seq.); the Immigration Reform and Control Act
of 1986 (Pub. L. No. 99-603) (“IRCA”); and Arizona Executive Order 2009-09, as amended
by Executive Order 2023-01, which mandates that all persons shall have equal access to
employment opportunities. The Parties shall also comply with all applicable provisions of
the Americans with Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.).
16.
RIGHT TO EXTEND CONTRACT
The Contract may be extended by mutual written and signed agreement of the Parties for
additional terms up to three-years each. The scope of work and costs will be subject to
renegotiation for each extension.
SECTION I
GENERAL PROVISIONS
6
20. UNIFORM ADMINISTRATIVE REQUIREMENTS
By entering this Contract, the County 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.
22.
DISPUTE RESOLUTION
The Parties shall meet and confer in an effort to resolve any dispute that arises out of this
Contract. In the event that such informal efforts to resolve the dispute are unsuccessful
in 90 days, the Parties shall resolve the dispute by arbitration pursuant to A.R.S. § 12-
1518 and §12-3001, et seq.
23.
CHANGES
A.
The Director may, at any time, by written order and with prior written consent of
Circle the City, make changes within the scope of this Contract in any one or more
of the following areas:
1)
Scope of Work activities reflecting changes in the scope of services,
Funding Source, or County regulations, policies, or requirements.
2)
Administrative requirements, such as changes in reporting periods,
frequency of reports, or report formats required by funding source, or
County regulations, policies, or requirements.
3)
Contractor reimbursement schedules and program budgets.
B.
The Director shall not increase or decrease the maximum reimbursable amount to
be paid the Contractor without an official amendment to this Contract. Additionally,
the Director shall not direct substantive changes in services to be rendered by the
Contractor.
C.
Any dispute or disagreement caused by such written order shall constitute a
"Dispute" within the meaning of the Disputes clause of this Contract and shall be
administered accordingly.
24.
SPECIAL REQUIREMENTS
A.
The County shall use written subcontracts, consultant agreements and Business
Associate Agreements that conform to federal and state laws and regulations, and
to the requirements of this Contract appropriate to the service or activity covered
by the subcontract. These provisions apply with equal force to the subcontract as
if the subcontractor were the County referenced herein. The County is responsible
for performing under this Contract whether subcontractors are used or affiliates of
the County are used. The County shall submit a copy of each Subcontract to Circle
the City within (15) days of its effective date.
B.
The County shall include in any subcontracts a provision to the effect that the
subcontractor agrees that Circle the City shall have access to the subcontractor’s
facilities and the right to examine any books, documents, and records of the
SECTION I
GENERAL PROVISIONS
7
subcontractor, involving transactions related to the subcontract and that such
books, documents, and records shall not be disposed of except as provided herein.
25.
INDEMNITY AND INSURANCE:
Each Party (as "Indemnitor"), to the fullest extent permitted by law, agrees to indemnify,
defend, and hold harmless the other Party (as "Indemnitee") from and against any and all
claims, losses, liability, costs, or expenses (including reasonable attorney's fees)
(hereinafter collectively referred to as "claims") arising out of their negligent performance
of this Contract, but only to the extent that such claims are caused by the act, omission,
negligence, misconduct, or other fault of the Indemnitor, its officers, officials, agents,
employees, or volunteers.
26.
LAWS, RULES, AND REGULATIONS
Circle the City and the County understand and agree that this Contract is subject to all
applicable state and federal laws, rules, and regulations.
27.
ADVERTISEMENTS
Except as specifically permitted in this Contract, a Party shall not use the names or
trademarks of the other Party, or its affiliated entities, in any advertising, publicity,
endorsement, or promotion unless has provided prior written consent for the particular use
contemplated. All requests for approval pursuant to this Section must be submitted to the
Party, at least five business days prior to the date on which a response is needed. The
terms of this section survive the termination, expiration, non-renewal, or rescission of this
Contract.
SECTION II
SCOPE OF WORK
8
1.
BACKGROUND
Per the compliance requirements of the Health Resources & Services Administration (HRSA), all
Federally Qualified Healthcare Centers (FQHC) must conduct an annual review of the boundaries
of its service areas, including the identification of the medically underserved population(s) within
that service area. In addition, a community needs assessment will identify the unmet need for
health services in the service area and/or proposed service area of the center based on the
population served. Maricopa County Department of Public Health (MCDPH) and the Maricopa
County Synapse coalition, a coalition of non-profit and federally qualified health care partners, will
work collaboratively to implement a comprehensive assessment of health needs of residents in
Maricopa County.
2.
GOALS
MCDPH is committed to ensuring a comprehensive representation of Maricopa County residents.
Our goals align with Healthy People 2030 and Public Health 3.0 which is guided by addressing
social determinants of health, and increasing capacity building and community collaboration.
o Attain high-quality, longer lives free of preventable disease, disability, injury, and
premature death. *
o Eliminate health disparities, achieve health equity, and attain health literacy to improve the
health and well-being of all. *
o Create social and physical environments that promote attaining the full potential for health
and well-being for all. *
o Promote quality of life, healthy development, and healthy behaviors across all life stages.*
o Engage leadership, key constituents, and the public across multiple sectors to take action
and design policies that improve the health and well-being of all. *
*Healthy People 2030 Overarching Goals
Data Collection and Assessments Methodology
MCDPH uses the Mobilizing for Action through Planning and Partnerships (MAPP), which is a
community-driven strategic planning process for improving community health. The MAPP
framework helps communities apply strategic thinking to prioritize public health issues and identify
resources to address them. MAPP is an interactive process that can improve the efficiency,
effectiveness, and ultimately the performance for local public health and healthcare systems
(MAPP, NACCHO.org). For more information visit: https://www.naccho.org/programs/public-
health-infrastructure/performance-improvement/community-health-assessment/mapp
The County conducts the following assessments in alignment with MAPP 2.0: Community Partner
Assessment, Community Status Assessment, and the Community Context Assessment. These
assessments are completed through conducting key informant interviews, focus groups, and
surveys to provide extensive qualitative and quantitative data collection. The County also
analyzes data sets per Primary Service Area (“PSA”) and conducts comparisons. These
assessments and analysis are then incorporated with extensive quantitative data sets such as:
o Hospital Discharge Data from ADHS
o Birth/Death from Vital Records
o CDC’s Behavioral Risk Factor Surveillance System
o CDC’s Youth Behavioral Risk Surveillance System
o Arizona Youth Survey
o National Cancer Institute-Cancer Registry
o Healthy People 2030
o Other sources that address priority
SECTION II
SCOPE OF WORK
9
3.
SERVICE GOALS:
Service/
Deliverable
County agrees to:
Circle the City agrees to:
Synapse
Membership
1. Administer and convene meetings of the
Community Health Needs Assessment
Partners Synapse Coalition either virtually or
in-person at minimum 8 times per year, and to
convene joint meetings of the Synapse and
Health Improvement Partnership of Maricopa
County (HIPMC) at minimum 2 times per year.
2. Provide Synapse members with calendar
invites, meeting reminders and minutes, and
access to a shared folder of meeting
materials, recordings, and action items.
3. Provide Synapse members with at
minimum two county points of contact and
provide partner with any changes to assigned
staff and/or contact information within 4 weeks
of changes.
1. Assign and allow at minimum 2 and at
maximum 5 employees of Circle the City to
actively participate on the Synapse coalition
as a representative of Circle the City to make
and/or influence decisions on the
development and implementation of the
CHNA process. For decisions requiring
consensus, Circle the City will have one vote.
2. Provide representation at Synapse
meetings to ensure influence on the
development of CHNA and Synapse work.
3. Review and update assigned staff contact
information annually and provide county with
any changes to assigned staff and/or contact
information within 4 weeks of changes.
Partner-
Specific
CHNA and
Prioritization
Strategy
1. Meet with Circle the City individually within
first 6 months of contract cycle to develop a
workplan timeline for all deliverables that
aligns with Circle the City needs and county
capacity.
2. Develop a plan for health issue
prioritization, stakeholder/committee
engagement, and report format development
tailored to the healthcare partner.
3. Maintain reliable communication via virtual
meetings, emails, and phone calls as needed
based on the phase of the workplan. County
will provide reminders about meetings and
workplan timelines.
4. Develop meeting agendas and provide
meeting minutes and timeline updates
following all virtual meetings.
5. Set up a process for shared documentation
according to partner's technology
permissions, such as Dropbox, SharePoint,
Trello, etc.
6. Within one year following the publication of
Circle the City’s CHNA, meet with Circle the
City to review the effectiveness of CHNA
processes, tools, and measures to determine
adjustments for future cycles.
1a. Meet with county within first 6 months of
contract cycle to develop a workplan timeline
for all deliverables that aligns with Circle the
City needs and county capacity.
1b. At the beginning of workplan timeline
development, provide county with
organization-specific timelines and
requirements including external CHNA
submission deadlines, internal
board/committee timelines, deliverable
requirements specific to Circle the City, and
any necessary approval processes.
2. Develop a plan for health issue
prioritization, stakeholder/committee
engagement, and report format development
tailored to Circle the City’s needs.
3. Maintain reliable communication via virtual
meetings, emails, and phone calls as needed
based on the phase of the workplan. Lack of
prompt communication from Circle the City
may result in delays to workplan timelines.
County is not responsible for making up time
lost due to delayed communication by Circle
the City but will work with the partner to
modify the timeline accordingly.
4. Review meeting agendas, meeting minutes,
updated timeline and provide additions,
corrections, or feedback
5. Verify Circle the City requirements for
shared documentation and work with county
to set up sharing platform such as Dropbox,
SharePoint, Trello, etc.
SECTION II
SCOPE OF WORK
10
Ad-hoc Epi
time
1. Provide prioritized epidemiology and data
analysis assistance for non-CHNA related
requests, up to 15 hours of epi staff time per
year. Requests beyond 15 hours will be
reviewed to determine if an additional fee will
be charged.
1. Provide requests through public data
request portal at https://phdra.maricopa.gov/
at minimum two weeks in advance of
requested deadline.
Coordinated
CHNA
Development
1. Once per cycle, coordinate development of
CHNA tools and measures including the
community health survey, focus groups, and
key informant interviews with the guidance of
the Synapse coalition. County will work to the
best of their ability to align most updated
CHNA data collection and analysis to include
in partner’s deliverables.
1. Provide timely feedback and direction on
CHNA tools in line with deadlines established
by county team, either via participation in
Synapse meetings or via written response
within three weeks of request.
Coordinated
CHNA Data
Collection
1. Facilitate data collection of CHNA surveys,
focus groups, and key informant interviews
based on strategic sampling goals and a
targeted regional approach.
2. Cover the costs of survey development and
translation, outreach and promotional
materials, communications, internal staff and
contracted community outreach partners, and
data entry using Synapse Fee Fund budget
and other county budget sources.
1a. Promote the CHNA survey, focus groups,
and key informant interviews within Circle the
City according to organization's policies. This
may include sharing the survey to staff,
clients, and community networks via emails,
social media, physical materials, and tabling
or attending events.
1b. Help identify non-traditional opportunities
to promote the CHNA survey in the
community through marketing strategies and
public events.
2. One month prior to the launch of the CHNA
survey, provide county with a brief written
description of their intended CHNA survey
promotional strategy and identify opportunities
where county can support.
CHNA Data
Reporting
1. Provide Synapse partners with CHNA
survey analysis with measures analyzed by
county, by region, and for demographic data
including race/ethnicity, gender, and age.
2. Provide reports of qualitative focus group
and key informant interview data, either
produced in-house or via contracted partner.
3. Provide up to 20 non-published additional
qualitative quotes from qualitative dataset to
support data presentations or reports.
1. Provide at minimum 2 weeks’ notice for
additional qualitative quote requests.
PSA Data
Analysis
1. Provide the following health indicator data
(detailed below), according to Circle the City’s
selection for the following PSAs:
i. Maricopa County PSA
2. Provide a draft of analysis within 60 days of
Circle the City indicator selection
3. Provide a final analysis within 30 days of
Circle the City feedback
1. Within first 6 months of contract cycle, meet
with county to develop a workplan timeline for
CHNA analysis, prioritization, and reporting
that that aligns with Circle the City needs and
county capacity.
2. 90 days before draft analysis is due,
provide zip codes for Primary Service Areas
(PSA) of analysis. Zip codes may be modified
up until indicator request is submitted (60
days before draft analysis is due). If Maricopa
County PSA is to be used, this must be
confirmed 30 days before draft analysis is
SECTION II
SCOPE OF WORK
11
Data: Common health indicator report basic
age-adjusted rates for listed PSAs by the
following subgroups: overall population,
gender, race/ethnicity, and age. The
geography will also include overall Maricopa
county-level rates for each indicator, as well
as a summary of county resident
demographics. Rates include inpatient
hospitalizations, emergency department visits,
and deaths.
Format: Excel workbook including tabs with
the following information: overall rates per
indicator, individual tabs for each health
indicator with rates by subgroup and PSA (if
FQHC), screenshots from mapping tools, and
demographics of the PSA, etc. Due to the size
of the workbook, the data will be sent via
agreed-upon sharing format.
Source: The most recently available data
from Arizona Department of Health Services
Hospital Discharge Data and Vital Statistics,
Behavioral Risk Factor Surveillance System,
Youth Risk Behavioral Survey, PolicyMap,
Census.gov, and other sources as available.
Note: each data source has a different lag
period of when it becomes available, which
may limit the recency of data provided.
Census-released population data is needed to
calculate rates, which may delay analysis of
any recent data received.
due.
3. 60 days before draft indicator analysis is
due, provide county staff with list of indicator
request from the “Common health indicator
list.” If Maricopa County PSA is to be used,
this must be confirmed 30 days before draft
analysis is due.
4. Within 30 days of draft indicator analysis
submission, provide feedback and request for
any additional analyses.
5. Provide at minimum 2 weeks’ notice for any
additional requests or data modifications.
Facilitated
Prioritization
1. Co-design a facilitation strategy for Circle
the City prioritization sessions and
presentations to gather feedback and receive
approval from necessary committees.
2. Develop a slide deck including up to 35
slides of data analysis as well as additional
slides containing background information,
polling questions, etc. Iterations of slide decks
throughout the prioritization process may
involve updating or modifying the content or
layout of the data analysis slides.
3. Prepare interactive virtual and/or physical
materials to generate participant feedback
and polling.
4. Provide up to 15 cumulative hours of
presentation time to boards/committees in a
virtual or in-person format. Presentation time
beyond 15 hours may be provided for an
additional fee.
1. Co-design a facilitation strategy for Circle
the City prioritization sessions and
presentations to gather feedback and receive
approval from necessary committees.
2. Provide direction and feedback to county
regarding presentation content and materials.
3a. Convene, register, and host presentations
whether in-person or virtual.
3b. Schedule presentations requiring county
staff participation at least 4 weeks in advance
to ensure staff availability.
3c. Provide any refreshments or materials
used during in-person meetings (e.g., poster
boards, printed materials, etc.).
CHNA
Report
1a. Produce one final HRSA-compliant
Community Health Needs Assessment report1
following template and deadline determined
by Circle the City and county for the following
PSA:
1. Within first 6 months of contract cycle,
provide county with CHNA submission
deadlines including internal board/committee
approval and final HRSA deadline.
SECTION II
SCOPE OF WORK
12
Maricopa County PSA
1b. Include 1-2 page executive summary
embedded in the report for each of the
following clinics to connect the unique facility
focus with CHNA qualitative data and data
provided by Circle the City:
1.
Family Health Centers
•
Downtown Family Health Center
•
The Parsons Family Health Center
2.
Medical Respite Centers
•
Downtown Medical Respite Center
•
Midtown Medical Respite
3.
Outreach Team and Street Medicine
•
North Valley Neighborhood
Partnership
•
East Valley Neighborhood
Partnership
•
Central Valley Neighborhood
Partnership
•
Central Valley Neighborhood
Partnership II
•
West Valley Neighborhood
Partnership
•
Street Medicine East
•
Street Medicine Central
•
Mental Health Street Medicine
2. Include relevant, high-level disparities and
key findings from CHNA Data Reporting, PSA
Data Analysis, and Facilitated Prioritization.
3. Provide at least one draft with up to four
drafts of the report to Circle the City for review
and approval prior to final draft.
4. Collaborate with marketing/communications
team to develop final report/executive
summary design as requested by Circle the
City and provided in Word and PDF.
1According to HRSA posted requirements
https://bphc.hrsa.gov/compliance/compliance-
manual/chapter3
2. At the beginning of the report/executive
summary development process, involve and
define roles of relevant Circle the City staff
such as program managers, compliance
officers, marketing staff, etc.
3. Provide County with CHNA report template
or description of report component
format/content requirements/images, branding
guidelines as specified by Circle the City
system office.
4. Complete designated sections of CHNA
report specific to Circle the City background.
5. Provide feedback within two weeks of
report draft submissions or according to
agreed-upon timeline.
6. If desired, produce final report formats
beyond Word or PDF (e.g., dashboard,
webpage integration, etc.)
7. Include Maricopa County Public Health logo
in final published report and acknowledge
support of MCDPH CHNA Team.
SECTION III
COMPENSATION
13
1.
COMPENSATION
A. Subject to the availability of funds, Circle the City shall pay the County for the
services described herein for a sum not to exceed the Contract Amount listed on the
cover page of this Contract in equal yearly installments of $15,000 over the two-year
term of this Contract.
B. Circle the City shall pay the County an amount not to exceed (NTE) $30,000 for the
life of this Contract. Partners can add additional services during the contract cycle.
Any additional service that is added, the partner will retroactively pay for that service
for the duration of the contract. Please refer to price sheet for additional services.
YR 1
YR 2
YR 3
Yearly Base Amount (includes one PSA analysis)
N/A
$12,000
$12,000
50% Proration of YR 1
N/A
$3,000
$3,000
Total Yearly Amount
$15,000
$15,000
2.
METHOD OF PAYMENT
A.
Invoice with Net 45 terms.
B. Invoices shall be submitted to: Accountspayable@circlethecity.org
3.
NOTICE
Any notice given under this Contract shall be sent to the attention of the
following:
Maricopa County
Department of Public Health,
Office of Community Empowerment
Circle the City
4041 N. Central Avenue
300 W. Clarendon Avenue
Suite #600
Suite 200
Phoenix, AZ 85012
Phoenix, AZ 85013
Maricopa County
Department of Public Health
Grants and Contracts Unit
4041 N. Central Ave #1400
Phoenix, AZ 85012
SECTION IV
BUSINESS ASSOCIATE AGREEMENT
14
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement (“BAA”) sets out the responsibilities and obligations
of Maricopa County Department of Public Health ("Associate") as a Business Associate (as
defined at 45 C.F.R.§ 160.103) of Circle the City (“Circle the City”) pursuant to the agreement
between Associate and Circle the City dated ___________________, as well as all future
agreements entered into by the Parties (collectively, the “Agreement”). Associate and Circle the
City (individually a "Party" and collectively the "Parties") agree to the terms and conditions of this
BAA in order to comply with the use and disclosure of Protected Health Information (“PHI”) (as
defined at 45 C.F.R.§ 160.103) provisions of the Standards for Privacy of Individually Identifiable
Health Information, at 45 C.F.R. Parts 160 and 164, Subparts A and E, as amended from time to
time (the “Privacy Rule”); the Security Standards for the Protection of Electronic PHI, 45 C.F.R.
Parts 160 and 164, Subparts A and C (the "Security Rule"); and the standards for Notification in
the Case of Breach of Unsecured PHI, 45 C.F.R. Part 164, Subpart D (the "Breach Notification
Rule") (collectively, the “HIPAA Rules”). Unless otherwise provided herein, all capitalized terms
in this BAA will have the same meaning as provided under the HIPAA Rules and HITECH (as
defined below). Associate and Circle the City will comply with the terms of this BAA for the duration
of the Agreement and for such other continuing periods as provided in this BAA. This BAA shall
supersede any and all prior business associate agreements entered into between the Parties.
1. USES AND DISCLOSURES OF PROTECTED HEALTH INFORMATION.
a. Performance of Services. Associate will use and disclose PHI only for those purposes
necessary to perform its duties, obligations, and functions under the Agreement, or as
otherwise expressly permitted or required by this BAA or as Required by Law. Associate
will not use or further disclose any PHI in violation of this BAA or in a manner that, if done
by Circle the City, would violate the Privacy Rule.
b. Limited Data Sets. Associate will limit any uses, disclosures, or requests of PHI to a
Limited Data Set, as defined in 45 C.F.R. § 164.514(e)(2), or if needed by Associate to
the minimum necessary PHI required to accomplish the intended purpose of the use,
disclosure, or request, as defined by the Privacy Rule, pursuant to the Health Information
Technology for Economic and Clinical Health Act (“HITECH”), and any regulations or
guidance promulgated thereunder by the Secretary. For any disclosures of PHI pursuant
to this BAA, the Party disclosing the PHI shall determine what constitutes the minimum
necessary to accomplish the intended purpose of the disclosure.
c. Data Aggregation. Associate may use PHI to perform data aggregation services as
permitted by 45 C.F.R. § 164.504(e)(2)(i)(B).
d. Associate’s Management and Administration. Associate may use or disclose PHI for
the necessary management and administration of Associate, or to carry out the legal
responsibilities of Associate, provided that if Associate makes a disclosure of PHI:
i. The disclosure is Required by Law; or
ii. Associate first secures written assurances 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.
SECTION IV
BUSINESS ASSOCIATE AGREEMENT
15
Notwithstanding the foregoing, the Parties explicitly agree that unless the de-identification
requirements in Section 1(e) of this BAA are met, Associate’s use of PHI in demonstrating
its services or product to an outside third party is strictly prohibited by this BAA.
e. De-Identification. Associate may de-identify the PHI, provided that such de-identification
is in accordance with 45 C.F.R. § 164.514(b)92) and such resulting de-identified
information is only used or disclosed for Associate’s internal business purposes.
Associate may not commercialize or sell the de-identified information to a third party.
f. Prohibition on Off-Shoring PHI. Associate agrees that no PHI may be created, received,
maintained, accessed, or transmitted outside of the United States of America, which shall
be construed as one of the fifty United States or one of the United States territories (i.e.,
American Samoa, Guam, Northern Mariana Islands, Puerto Rico, and Virgin Islands).
2.
SAFEGUARDS FOR PROTECTED HEALTH INFORMATION. Associate will implement
appropriate safeguards to prevent any use or disclosure of PHI not otherwise permitted in
this BAA. Associate also will implement administrative, physical, and technical safeguards
to protect the confidentiality, integrity, and availability of the electronic PHI, if any, that
Associate creates, receives, maintains, or transmits on behalf of Circle the City. Associate
will also comply with the applicable requirements of Subpart C of Part 164 of the Security
Rule in the same manner such provisions apply to Circle the City.
3.
REPORTS OF IMPERMISSIBLE USE OR DISCLOSURE.
a. Notification of an Impermissible Use or Disclosure of PHI. Associate will report to
Circle the City any use or disclosure of PHI not permitted by this BAA, including any
Breach of Unsecured PHI, as soon as reasonably practicable but in all events, within five
(5) business days of its discovery.
b. Notification of Security Incidents. Associate also will report to Circle the City any
Security Incident of which it becomes aware within five (5) business days of its discovery.
Notwithstanding the foregoing, Associate and Circle the City acknowledge the ongoing
existence and occurrence of attempted but unsuccessful Security Incidents that are trivial
in nature, such as pings and port scans, and Circle the City acknowledges and agrees no
additional notification to Circle the City of such unsuccessful Security Incidents is required.
However, to the extent that Associate becomes aware of an unusually high number or
pattern of unsuccessful Security Incidents due to the repeated acts of a single party,
Associate shall notify Circle the City of these attempts and provide the name, if available,
of said party. At the request of Circle the City, Associate shall use its best efforts to identify
the date of the Security Incident, Associate’s response to the Security Incident and the
identification of the party responsible for causing the Security Incident, if known.
c. Content of Notifications. Associate's notices provided under this Section 3 will include,
to the extent possible, the identification of each Individual whose PHI has been, or is
reasonably believed by Associate to have been, accessed, acquired, used, or disclosed
during or as a result of the impermissible use or disclosure of PHI, or a Security Incident
(“Security Event”). Associate shall also provide Circle the City with at least the following
information: a description of the Security Event, including the date of the Security Event
and date of discovery, if known; a description of the types of PHI involved in the Security
Event; any steps Individuals should take to protect themselves from potential harm as a
result of the Security Event; and any other information requested by Circle the City related
SECTION IV
BUSINESS ASSOCIATE AGREEMENT
16
to the Security Event. Associate shall supplement such notice with further information as
it becomes available, even if such information becomes available after Individuals have
been notified of the Security Event.
d. Cooperation by Associate. Associate agrees to cooperate with Circle the City in the
investigation of a Security Event and understands and agrees that Circle the City in its
sole discretion will determine whether or not a Security Event is a Breach and/or triggers
notification obligations.
e. Obligation to Provide Notifications. In the event that Associate, or its Workforce
members or Subcontractors cause a Security Event, or a Security Event occurs while PHI
is in Associate’s possession or is being transmitted by Associate, Associate agrees that
Circle the City may, in its sole discretion, require Associate to provide all notifications that
Circle the City is required to make pursuant to the Breach Notification Rule and any other
applicable laws. Circle the City shall have the right to review, direct, and approve or reject
the contents or manner of such notifications.
f. Cost Reimbursement and Indemnification. Associate also agrees to indemnify and
reimburse Circle the City for any costs incurred in investigating, mitigating, and otherwise
responding to a Security Event caused by Associate or its Workforce or Subcontractors,
or a Security Event occurs while PHI is in Associate’s possession or is being transmitted
by Associate, including costs related to providing legally required notifications, as well as
credit monitoring services for at least one (1) year to the extent the Security Event involved
social security numbers or financial account information.
4.
SUBCONTRACTORS. In accordance with 45 C.F.R. §§ 164.308(b)(2) and
164.502(e)(1)(ii), if Associate provides PHI to a Subcontractor, Associate shall ensure that
the Subcontractor agrees in writing to substantially the same, but at least as stringent and
protective as to Circle the City and the PHI, as the restrictions and conditions that apply in
this BAA to Associate with respect to such information, including the safeguards required
by Section 2. Associate shall maintain a list of its Subcontractors and will provide Circle
the City with a copy of such list upon reasonable request.
5.
OBLIGATIONS REGARDING ASSOCIATE PERSONNEL. Associate will appropriately
inform and train all of its Workforce members (“Associate Personnel”), whose services
may be used to satisfy Associate’s obligations under the Agreement and this BAA of such
Associate Personnel’s HIPAA Rule and HITECH obligations so as to enable Associate to
comply with the terms of this BAA. 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 BAA.
6.
ACCESS TO PHI.
a. Circle the City Access. Within five (5) business days of a request by Circle the City for
access to PHI held by Associate in a Designated Record Set, Associate will make the
requested PHI available to Circle the City, in the time, manner, and format requested Circle
the City, including electronically if Associate maintains the PHI electronically and the
requested form and format is readily producible, or, if not, in a readable electronic form
and format as agreed to by Circle the City and the Individual. Any fee that Associate may
charge for providing the access required hereunder must be reasonable, cost-based, and
determined in accordance with 45 C.F.R. § 164.524(c)(4).
SECTION IV
BUSINESS ASSOCIATE AGREEMENT
17
b. Individual Access. If an Individual requests access to PHI directly from Associate,
Associate will notify the Individual that it will forward the request to Circle the City. Within
five (5) business days of the request, Associate will forward such request in writing to
Circle the City. Circle the City will be responsible for making all determinations regarding
the grant or denial of an Individual’s request for PHI and Associate will make no such
determinations. Only Circle the City will release PHI to the Individual pursuant to such a
request.
7.
AMENDMENT OF PHI. Within five (5) business days of receiving a request from Circle
the City to amend an Individual’s PHI held by Associate in a Designated Record Set,
Associate will provide such information to Circle the City for amendment. If Circle the City
request includes specific information to be included in the PHI as an amendment, Associate
will incorporate such amendment within five (5) business days of receipt of Circle the City
request. Associate will forward to Circle the City within five (5) business days any requests
by Individuals to Associate to amend PHI within its or Circle the City possession. Circle the
City will be responsible for making all determinations regarding amendments to PHI, and
Associate will make no such determinations.
8. ACCOUNTING OF DISCLOSURES; REQUESTS FOR DISCLOSURE.
a. Disclosure Records. Associate agrees to document such disclosures of PHI and
information related to such disclosures as would be required for Circle the City to respond
to a request by an Individual for an accounting of disclosures of PHI in accordance with
45 C.F.R. § 164.528. As of the compliance date set forth in the regulations promulgated
under HITECH or as otherwise determined by the Secretary, in addition to the accounting
of disclosure obligations required under 45 C.F.R. § 164.528, Associate shall account for
all disclosures of PHI made through an Electronic Health Record in accordance with all
applicable regulations.
b. Data Regarding Disclosures. For each disclosure for which Associate must maintain
documentation under Section 8(a), Associate will record and maintain the following
information:
The date of disclosure.
The name of the entity or person who received the PHI, and the address of
such entity or person, if known.
A description of the PHI disclosed; and
A brief statement of the purpose of the disclosure.
c. Individual Request for Disclosure Records. Within five (5) business days of receipt of
a notice from Circle the City to Associate of an Individual’s request for an accounting of
disclosures, Associate will provide Circle the City with the record of disclosures requested
in the notice.
d. Individual Request to Associate. If an Individual requests an accounting of disclosures
directly from Associate, Associate will notify the Individual that he or she will receive such
accounting from Circle the City. Associate will forward the request to Circle the City within
five (5) business days of Associate’s receipt of the request and will make its records of
disclosures available to Circle the City as otherwise provided in this Section. Circle the
City will be responsible for preparation and delivery of the records of disclosure to the
Individual. Associate will not provide an accounting of its disclosures directly to the
Individual.
SECTION IV
BUSINESS ASSOCIATE AGREEMENT
18
e. Survival of Obligations. Associate’s obligations related to maintaining a disclosure
record and providing the disclosure record to Circle the City as required by this Section 8
shall survive for six (6) years from the effective date of the relevant Agreement, Associate
shall provide Circle the City with its disclosure record which reflects disclosures made by
Associate over the six (6) years immediately preceding the date of termination.
9.
REQUESTS FOR RESTRICTIONS. If Circle the City advises Associate of any changes
in, or restrictions to the permitted use or disclosure of PHI provided to Associate, Associate
will restrict use or disclosure of PHI consistent with Circle the City instructions. If Associate
receives a request to restrict the disclosure of PHI directly from an Individual, Associate
shall promptly notify Circle the City of such request, and Circle the City shall be responsible
for making the determination as to whether Associate shall comply with the Individual's
request.
10.
DELEGATION OF OBLIGATIONS. To the extent Associate is clearly required by the
terms of the Agreement to carry out Circle the City obligations under the Privacy Rule,
Associate shall comply with the requirements of the Privacy Rule that apply to Circle the
City in the performance of such delegated obligations.
11.
MITIGATION PROCEDURES. Associate will mitigate, to the maximum extent practicable,
any harmful effect that is known to Associate arising from its, its Workforce’s, or its
Subcontractors’ Use or Disclosure of PHI in a manner that violates this BAA.
12.
INDEMNIFICATION. The following indemnification provisions shall apply to this BAA and
shall survive the termination of the Agreement or this BAA:
a. To the fullest extent permitted by law, Associate, its successors, assigns and guarantors,
shall pay, defend, indemnify and hold harmless Circle the City, its agents, representatives,
officers, directors, officials and employees from and against all allegations, demands,
proceedings, investigations or audits by state or federal government agencies, suits,
actions, claims, damages, liability, penalties, losses, expenses, including but not limited
to, attorney fees, defense costs, court costs, the cost of appellate proceedings, and the
costs of responding to and defending against an investigation or audit, and all claim
adjusting and handling expenses, related to, arising from or out of or resulting from any
actions, acts, errors, mistakes or omissions caused in whole or part by Associate relating
to work or services in the performance of this BAA, including but not limited to, any
Subcontractor, or Associate’s or Subcontractor’s Workforce, regardless of whether or not
caused in part by the active or passive negligence of a party indemnified hereunder
including Circle the City, its agents, representatives, officers, directors, officials and
employees.
b. If any claim, action or proceeding is brought against Circle the City by reason of any event
that is the subject of this BAA and or described herein, upon demand made by Circle the
City, Associate, at its sole cost and expense, shall pay, resist or defend such claim or
action on behalf of Circle the City by an attorney hired by Associate, or if covered by
insurance, Associate’s insurer, all of which must be approved by Circle the City, which
approval shall not be unreasonably withheld or delayed. Circle the City shall cooperate
with all reasonable efforts in the handling and defense of such claim. Included in the
foregoing, Circle the City may engage its own attorney to defend or assist in its defense.
Any settlement of claims shall fully release and discharge the indemnified parties from any
further liability for those claims. The release and discharge shall be in writing and shall be
SECTION IV
BUSINESS ASSOCIATE AGREEMENT
19
subject to approval by Circle the City, which approval shall not be unreasonably withheld
or delayed. If Associate neglects or refuses to defend Circle the City as provided by this
BAA, any recovery or judgment against Circle the City for a claim covered under this BAA
shall conclusively establish Associate’s liability to Circle the City in connection with such
recovery, fine, penalty, or judgment. Further, if Circle the City desires to settle such
dispute, Circle the City shall be entitled to settle such dispute in good faith and Associate
shall be liable for the amount of such settlements. Regardless of settlement, fine, penalty,
or judgment, Associate shall be liable for all expenses connected to the defense, including
reasonable attorney fees, and other investigative and claims adjusting expenses.
c. Any limitations of liability contained in the Agreement shall not apply to the indemnification
requirements of this Section.
d. In addition to the indemnification obligations set forth herein, Associate shall make itself
and any Subcontractors or Workforce members assisting Associate in the performance of
its obligations under the Agreement or this BAA available to Circle the City, at no cost
Circle the City, to testify as witnesses, or otherwise, in the event of litigation or
administrative proceedings being commenced against Circle the City, its directors, officers
or employees based upon a claim of violation of HIPAA, the HITECH Act, the HIPAA
Rules, or other laws related to security and privacy by Associate or its Subcontractors or
Workforce members.
e. This Section shall survive termination of this BAA.
13.
RESPONSIBILITIES UPON TERMINATION.
a. Return of PHI, Destruction. Within fifteen (15) days of termination of this BAA, Associate
will return to Circle the City all PHI received from Circle the City or created or received by
Associate on behalf of Circle the City which Associate maintains in any form or format
(including copies thereof), and Associate will not maintain or keep in any form or format
any portion of the PHI. Alternatively, Associate may, upon Circle the City written consent,
destroy all such PHI and provide written documentation of such destruction to Associate.
The requirement to return or destroy such PHI will apply to all Subcontractors of Associate.
Associate will be responsible for recovering any PHI from such Subcontractors. If
Associate cannot obtain the PHI from any Subcontractor, Associate will so notify Circle
the City and will require that such Subcontractor directly return PHI to Circle the City or
otherwise destroy such PHI, subject to the terms of this Section.
b. Return or Destruction of PHI Infeasible. If Associate believes that returning or
destroying PHI in its or its Subcontractors' possession at the termination of this BAA is
infeasible, it will provide written notice to Circle the City within five (5) business days of the
effective date of termination of this BAA. Such notice will set forth the circumstances that
Associate believes makes the return or destruction of PHI infeasible and the alternative
measures that Associate recommends for assuring the continued confidentiality and
security of the PHI. Circle the City promptly will notify Associate of whether it agrees that
the return or destruction of PHI is infeasible. If Circle the City agrees that return or
destruction of PHI is infeasible, Associate agrees to extend all protections, limitations, and
restrictions of this BAA to the PHI retained after termination of this BAA and to limit further
uses or disclosures to those purposes that make the return or destruction of the PHI
infeasible. Any such extended protections, limitations and restrictions will apply to any
Subcontractors of Associate for whom return, or destruction of PHI is determined by Circle
the City to be infeasible. If Circle the City does not agree that the return or destruction of
SECTION IV
BUSINESS ASSOCIATE AGREEMENT
20
PHI from Associate or its Subcontractors is infeasible, Circle the City will provide Associate
with written notice of its decision, and Associate and its Subcontractors will proceed with
the return or destruction of the PHI pursuant to the terms of this Section within fifteen (15)
days of the date of Circle the City’s notice.
14.
TERMINATION. Circle the City and Associate may immediately terminate this BAA upon
written notice to the other Party if Circle the City or Associate determines in its discretion
that the other Party has breached a material term of this BAA. Alternatively, the non-
breaching Party may elect to provide the breaching Party with thirty (30) days’ advance
written notice of the breaching Party's breach of any term or condition of this BAA and
afford the breaching Party the opportunity to cure the breach to the satisfaction of the non-
breaching Party within twenty (20) days of such notice. If the breaching Party fails to
timely cure the breach, as determined by the non-Breaching Party, the BAA will terminate
this BAA as provided in the non-breaching Party's notice. This BAA will automatically
terminate upon expiration or termination of the last effective Agreement between the
Parties unless the Parties explicitly agree in writing to extend the term of this BAA beyond
the expiration or termination of the last effective Agreement.
15.
ASSOCIATE BOOKS AND RECORDS.
a. Circle the City Access. Following a Security Event, or for purposes of Circle the City
responding to a government inquiry or judicial or administrative process, Associate will,
within five (5) business days of Circle the City written request, make available during
normal business hours at Associate’s offices, all records, books, agreements, policies,
and procedures relating to the use or disclosure of PHI for the purpose of allowing Circle
the City to determine Associate’s compliance with the Agreement and this BAA.
b. Government Access. Associate will make its internal practices, books and records on
the use and disclosure of PHI available to the Secretary to the extent required for
determining compliance with the Privacy Rule. Notwithstanding this provision, no
attorney-client, accountant-client, or other legal privilege will be deemed waived by
Associate or Circle the City as a result of this Section. Associate shall also make its
policies and procedures, and documentation required by the Security Rule relating to the
safeguards in Section 2, available to the Secretary for purposes of determining Circle the
City and Associate’s compliance with the Security Rule.
16.
NOTICES.
a. Any notices required under this BAA will be sent to the Parties at the following address by
first class mail, fax, or hand delivery:
CIRCLE THE CITY
MARICOPA COUNTY DEPARTMENT OF
PUBLIC HEALTH
300 W. Clarendon Ave, Suite 200 4041 N. Central Avenue, Suite 1400
Phoenix, AZ 85013 Phoenix, AZ 85012
Email: KDespres@circlethecity.org Phone: 602-372-6886
Attn: Kim Despres
Attn: Annie Daymude
b. Any notice, report or other communication required under this BAA shall be in writing and
shall be delivered personally, telegraphed, emailed, sent by facsimile transmission, or sent
by U.S. mail.
SECTION IV
BUSINESS ASSOCIATE AGREEMENT
21
17.
MISCELLANEOUS.
a. Relationship of Parties. In the performance of the work, duties and obligations described
in this BAA or the Agreement, the Parties acknowledge and agree that each Party is at all
times acting and performing as an independent contractor and at no time shall the
relationship between the Parties be construed as a partnership, joint venture, employment,
principal / agent relationship, or master / servant relationship.
b. Regulatory References. A reference in this BAA to a section in the HIPAA Rules means
the section as in effect or as amended and for which compliance is required.
c. Amendment. No change, amendment, or modification of this BAA shall be valid unless
set forth in writing and agreed to by both Parties. Notwithstanding the foregoing, the
Parties acknowledge that state and federal laws relating to electronic data security and
privacy are rapidly evolving and that amendment of this BAA may be required to ensure
compliance with such developments. The Parties specifically agree to take such action
as may be necessary from time to time for the Parties to comply with the requirements of
the HIPAA Rules and HITECH. Circle the City shall provide written notice to Associate to
the extent that any final regulation or amendment to the HIPAA Rules promulgated by the
Secretary requires an amendment to this BAA. The Parties agree to negotiate an
amendment to this BAA in good faith; however, either Party may terminate this BAA upon
ninety (90) days written notice to the other Party if the Parties are unable to reach an
agreement.
d. Interpretation. Any ambiguity in this BAA shall be resolved to permit Circle the City and
Associate to comply with the HIPAA Rules and HITECH. The provisions of this BAA shall
prevail over any provisions in the Agreement that may conflict or appear inconsistent with
any provision in this BAA, provided that any provision in the Agreement that is more
stringent or protective of PHI than the terms of this BAA shall govern.
e. 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.
22
IN WITNESS WHEREOF, each Party has caused this BAA to be executed by its duly
authorized representative.
IN WITNESS WHEREOF, the parties agree to enter into this contract:
FOR AND ON BEHALF OF
CIRCLE THE CITY
MARICOPA COUNTY
By
By: _____________________
Chairman, Board of Supervisors
Name: Kim Despres
Date
Title: Chief Executive Officer
ATTEST:
Date: ____________________
Clerk of the Board
Date
APPROVED AS TO FORM:
Attorney for Maricopa County
Date
Jun 25, 2024
Circle the City_Synapse Contract_FINAL
6.25.24
Final Audit Report
2024-06-26
Created:
2024-06-26
By:
Arthur Orville (arthur.orville@maricopa.gov)
Status:
Signed
Transaction ID:
CBJCHBCAABAAhwKdqVNIpZFLzTOUmlw0O2BOySO3ZQWl
"Circle the City_Synapse Contract_FINAL 6.25.24" History
Document created by Arthur Orville (arthur.orville@maricopa.gov)
2024-06-26 - 0:11:35 AM GMT
Document emailed to Kim Despres (kdespres@circlethecity.org) for signature
2024-06-26 - 0:13:10 AM GMT
Email viewed by Kim Despres (kdespres@circlethecity.org)
2024-06-26 - 1:17:32 AM GMT
Document e-signed by Kim Despres (kdespres@circlethecity.org)
Signature Date: 2024-06-26 - 1:17:54 AM GMT - Time Source: server
Agreement completed.
2024-06-26 - 1:17:54 AM GMT