210111-CONTRACT-VALLE DEL SOL.PDF

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CONTRACT PURSUANT TO 210111-RFP 
This Contract is entered into this 7th day of October, 2020 by and between Maricopa County (“County”), a 
political subdivision of the State of Arizona, and Valle del Sol, Inc., an Arizona Corporation (“Contractor”) for 
the purchase of Community Testing Services for COVID-19.   
1.0 
CONTRACT TERM: 
1.1 
This Contract is for a term of three (3) years, beginning on the 7th day of October, 2020 and ending 
the 30th day of September, 2023. 
1.2 
The County may, at its option and with the agreement of the Contractor, renew the term of this 
Contract for additional terms up to a maximum of two (2) additional years, (or at the County’s sole 
discretion, extend the contract on a month-to-month bases for a maximum of six (6) months after 
expiration).  The County shall notify the Contractor in writing of its intent to extend the Contract 
term at least sixty (60) calendar days prior to the expiration of the original contract term, or any 
additional term thereafter. 
1.3 
CONTRACT COMPLETION: 
The Contractor shall make all reasonable efforts for an orderly transition of its duties and 
responsibilities to another provider and/or to the County.  This may include, but is not limited to the 
preparation of a transition plan and cooperation with the County or other providers in the transition. 
The transition includes the transfer of all records, and other data in the possession, custody or control 
of Contractor required to be provided to the County either by the terms of this agreement or as a 
matter of law. The provisions of this clause shall survive the expiration or termination of this 
agreement. 
2.0 
PRICE ADJUSTMENTS: 
Any requests for reasonable price adjustments must be submitted sixty (60) calendar days prior to the 
Contract annual anniversary.  Requests for adjustment in cost of labor and/or materials must be supported by 
appropriate documentation.  The reasonableness of the request will be determined by comparing the request 
with the Consumer Price Index or by performing a market survey. If County agrees to the adjusted price 
terms, County shall issue written approval of the change and provide an updated version of the Contract. The 
new change shall not be in effect until the date stipulated on the Contract. 
3.0 
PAYMENTS: 
3.1 
As consideration for performance of the duties described herein, County shall pay Contractor the 
total amounts agreed upon for each work assignment given. 
3.2 
Payment shall be made upon the County’s receipt of a properly completed invoice. 
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3.3 
INVOICES: 
3.3.1 
The Contractor shall submit one (1) 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: 
•
Company name, address and contact
•
County bill-to name and contact information
•
Contract Serial Number
•
County purchase order number
•
Project name and/or number
•
Invoice number and date
•
Payment terms
•
Date of service or delivery
•
Quantity
•
Contract Item number(s)
•
Description of Purchase (product or services)
•
Pricing per unit of purchase
•
Total Amount Due
3.3.2 
Problems regarding billing or invoicing shall be directed to the Department as listed on the 
Purchase Order. 
3.3.3 
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 located on the County Department of Finance Vendor Registration Web Site 
(https://azdom-vss.hostams.com/webapp/PRDVSS1X1/AltSelfService). 
3.3.4 
Discounts offered in the contract shall be calculated based on the date a properly completed 
invoice is received by the County. 
3.3.5 
EFT payments to the routing and account numbers designated by the Contractor will 
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. 
3.4 
APPLICABLE TAXES: 
3.4.1 
Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any 
installation labor on items that are not attached to real property performed by Contractor 
under the terms of this Contract, the installation labor cost and the gross receipts for 
materials provided shall be listed separately on the Contractor’s invoices. 
3.4.2 
State and Local Transaction Privilege Taxes: To the extent any State and local transaction 
privilege taxes apply to sales made under the terms of this Contract it is the responsibility 
of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of 
authority. 
3.4.3 
Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and 
local taxes applicable to its operation and any persons employed by the Contractor. 
Contractor shall, and require all subcontractors to hold Maricopa County harmless from 
any responsibility for taxes, damages and interest, if applicable, contributions required 
under Federal, and/or State and local laws and regulations, and any other costs including; 
transaction privilege taxes, unemployment compensation insurance, Social Security, and 
Worker’s Compensation. 
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3.5 
TAX (SERVICES): 
No tax shall be invoiced or paid against Contractor’s labor. It is the responsibility of the Contractor 
to determine any and all applicable taxes.  
3.6 
STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE): 
The County is a member of the $AVE cooperative purchasing group.  $AVE includes the State of 
Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts. 
Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the successful 
Respondent under this solicitation, a member of $AVE may access a contract resulting from a 
solicitation issued by the County. 
3.7 
INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s): 
County currently holds ICPA’s 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 procurement rules, 
processes and procedures. 
4.0 
AVAILABILITY OF FUNDS: 
4.1 
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. 
4.2 
If any action is taken by, any State agency, Federal department, or any other agency or 
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, 
this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in 
connection with, this Contract.  In the event of termination, County shall be liable for payment only 
for services rendered prior to the effective date of the termination, provided that such services are 
performed in accordance with the provisions of this Contract.  County shall give written notice of 
the effective date of any suspension, amendment, or termination under this Section, at least ten (10) 
days in advance. 
5.0 
DUTIES: 
5.1 
The Contractor shall perform all duties stated in Exhibit “B”, or as otherwise directed in writing by 
the Procurement Officer. 
6.0 
TERMS AND CONDITIONS: 
6.1 
INDEMNIFICATION: 
To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are 
not covered and paid by insurance purchased by the Contractor, the Contractor shall defend 
indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers, 
directors, officials, and employees from and against all claims, damages, losses, and expenses 
(including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and 
attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the 
negligent acts, errors, omissions, or mistakes relating to the performance of this Contract. 
Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, 
agents, officers, directors, officials, and employees shall arise in connection with any claim, damage, 
loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to, impairment 
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of, or destruction of tangible property, including loss of use resulting there from, caused by negligent 
acts, errors, omissions, or mistakes in the performance of this Contract, but only to the extent caused 
by the negligent acts or omissions of the Contractor, a subcontractor, any one directly or indirectly 
employed by them, or anyone for whose acts they may be liable, regardless of whether or not such 
claim, damage, loss, or expense is caused in part by a party indemnified hereunder. 
The amount and type of insurance coverage requirements set forth herein will in no way be construed 
as limiting the scope of the indemnity in this paragraph. 
The scope of this indemnification does not extend to the sole negligence of County. 
6.2 
INSURANCE: 
6.2.1 
Contractor, at Contractor’s own expense, shall purchase and maintain the herein stipulated 
minimum insurance from a company or companies duly licensed by the State of Arizona 
and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing, 
the stipulated insurance may be purchased from a company or companies, which are 
authorized to do business in the State of Arizona, provided that said insurance companies 
meet the approval of County.  The form of any insurance policies and forms must be 
acceptable to County. 
6.2.2 
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. 
6.2.3 
Contractor’s insurance shall be primary insurance as respects County, and any insurance 
or self-insurance maintained by County shall not contribute to it. 
6.2.4 
Any failure to comply with the claim reporting provisions of the insurance policies or any 
breach of an insurance policy warranty shall not affect the County’s right to coverage 
afforded under the insurance policies. 
6.2.5 
The insurance policies may provide coverage that contains deductibles or self-insured 
retentions. Such deductible and/or self-insured retentions shall not be applicable with 
respect to the coverage provided to County under such policies.  Contractor shall be solely 
responsible for the deductible and/or self-insured retention and County, at its option, may 
require Contractor to secure payment of such deductibles or self-insured retentions by a 
surety bond or an irrevocable and unconditional letter of credit. 
6.2.6 
The insurance policies required by this Contract, except Workers’ Compensation and 
Errors and Omissions, shall name County, its agents, representatives, officers, directors, 
officials and employees as Additional Insureds. 
6.2.7 
The policies required hereunder, except Workers’ Compensation and Errors and 
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against 
County, its agents, representatives, officers, directors, officials and employees for any 
claims arising out of Contractor’s work or service. 
6.2.8 
Commercial General Liability: 
Commercial General Liability insurance and, if necessary, Commercial Umbrella 
insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000 
Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit.  The 
policy shall include coverage for premises liability, bodily injury, broad form property 
damage, personal injury, products and completed operations and blanket contractual 
coverage, and shall not contain any provisions which would serve to limit third party action 
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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. 
6.2.9 
Automobile Liability: 
Commercial/Business Automobile Liability insurance and, if necessary, Commercial 
Umbrella insurance with a combined single limit for bodily injury and property damage of 
not less than $2,000,000 each occurrence with respect to any of the Contractor’s owned, 
hired, and non-owned vehicles assigned to or used in performance of the Contractor’s work 
or services or use or maintenance of the premises under this Contract.  
6.2.10 
Workers’ Compensation: 
Workers’ Compensation insurance to cover obligations imposed by Federal and State 
statutes having jurisdiction of Contractor’s employees engaged in the performance of the 
work or services under this Contract; and Employer’s Liability insurance of not less than 
$1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 
disease policy limit.  
Contractor, its contractors and its subcontractors waive all rights against Contract and its 
agents, officers, directors and employees for recovery of damages to the extent these 
damages are covered by the Workers’ Compensation and Employer’s Liability or 
commercial umbrella liability insurance obtained by Contractor, its contractors and its 
subcontractors pursuant to this Contract. 
6.2.11 
Professional Liability: 
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 $1,000,000 for each claim, and 
$3,000,000 aggregate claims. 
6.2.12 
Medical Malpractice: 
Medical Malpractice insurance and, if necessary, Commercial Umbrella insurance, which 
will insure and provide coverage for Medical Malpractice of the Contractor, with limits of 
no less than $3,000,000 for each claim. 
6.2.13 
Commercial General Liability – Occurrence Form 
6.2.13.1 
Policy shall include bodily injury, property damage and broad form contractual 
liability coverage. 
a. The policy shall be endorsed to include coverage for physical/sexual abuse
and molestation.
b. The policy shall be endorsed to include the following additional insured
language: "(_____), its subsidiary, parent, associated and/or affiliated
entities, successors, or assigns, its elected officials, trustees, employees,
agents, and volunteers shall be named as additional insureds with respect
to liability arising out of the activities performed by, or on behalf of the
Contractor".
6.2.13.2 
Minimum Limits: 
General Aggregate 
$4,000,000 
Each Occurrence Limit 
$2,000,000 
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Personal/Advertising Injury 
$1,000,000 
6.2.14 
Certificates of Insurance: 
6.2.14.1 
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. 
6.2.14.2 
In the event any insurance policy(ies) required by this Contract is(are) written 
on a claims made basis, coverage shall extend for two years past completion 
and acceptance of Contractor’s work or services and as evidenced by annual 
Certificates of Insurance. 
6.2.14.3 
If a policy does expire during the life of the Contract, a renewal certificate must 
be sent to County fifteen (15) calendar days prior to the expiration date. 
6.2.15 
Cancellation and Expiration Notice: 
Applicable to all insurance policies required within the Insurance Requirements of this 
Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be 
canceled, or be materially changed for any reason without thirty (30) days prior written 
notice to Maricopa County. Contractor must provide to Maricopa County, within two (2) 
business days of receipt, if they receive notice of a policy that has been or will be 
suspended, canceled, materially changed for any reason, has expired, or will be 
expiring.  Such notice shall be sent directly to Maricopa County Office of Procurement 
Services and shall be mailed or hand delivered to 320 West Lincoln Street, Phoenix, AZ 
85003, or emailed to the Procurement Officer noted in the solicitation. 
6.3 
FORCE MAJEURE: 
6.3.1 
Neither party shall be liable for failure of performance, nor incur any liability to the other 
party on account of any loss or damage resulting from any delay or failure to perform all 
or any part of this Contract if such delay or failure is caused by events, occurrences, or 
causes beyond the reasonable control and without negligence of the parties.  Such events, 
occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake, 
storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities 
(whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military 
or usurped power or confiscation, terrorist activities, nationalization, government sanction, 
lockout, blockage, embargo, labor dispute, strike, interruption or failure of electricity or 
telecommunication service. 
6.3.2 
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. 
6.3.3 
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. 
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6.4 
INSPECTION OF SERVICES: 
6.4.1 
The Contractor shall provide and maintain an inspection system acceptable to County 
covering the services under this Contract.  Complete records of all inspection work 
performed by the Contractor shall be maintained and made available to County during 
Contract performance and for as long afterwards as the Contract requires. 
6.4.2 
County has the right to inspect and test all services called for by the Contract, to the extent 
practicable at all times and places during the term of the Contract.  County shall perform 
inspections and tests in a manner that will not unduly delay the work. 
6.4.3 
If any of the services do not conform to Contract requirements, County may require the 
Contractor to perform the services again in conformity with Contract requirements, at no 
cost to the County.  When the defects in services cannot be corrected by re-performance, 
County may: 
6.4.3.1 Require the Contractor to take necessary action to ensure that future performance 
conforms to Contract requirements; and 
6.4.3.2 Reduce the Contract price to reflect the reduced value of the services performed. 
6.4.4 
If the Contractor fails to promptly perform the services again or to take the necessary action 
to ensure future performance in conformity with Contract requirements, County may: 
6.4.4.1 By Contract or otherwise, perform the services and charge to the Contractor, 
through direct billing or through payment reduction, any cost incurred by County 
that is directly related to the performance of such service; or 
6.4.4.2 Terminate the Contract for default. 
6.5 
ORDERING AUTHORITY: 
Any request for purchase shall be accompanied by a valid purchase order, issued by Office of 
Procurement Services, a Purchase Order issued by the using Department or direction by a Certified 
Agency Procurement Aid (CAPA) with a Purchase Card for payment. 
6.6 
NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION: 
6.6.1 
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. 
6.6.2 
Contractors agree 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. 
6.7 
TASK ORDERS: 
County reserves the right to cancel Task Orders within a reasonable period of time after issuance. 
The County reserves the right to award Task Orders under $100,000.00 directly to these pre-
qualified Contractors without further competition if it is determined to be in the best interest of the 
County. Should a Task 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, shipment of product prior to issuance of Purchase Order, etc. Each 
work assignment shall be issued as Task Order and shall be priced as a separate event to be evaluated 
by the County. 
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6.8 
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. 
6.9 
STOP WORK ORDER: 
The Procurement Officer may, at any time, by written order to the Contractor, require the Contractor 
to stop all, or any part, of the work called for by this contract for a period of ninety (90) calendar 
days after the order is delivered to the Contractor, and for any further period to which the parties 
may agree. The order shall be specifically identified as a stop work order issued under this clause. 
Upon receipt of the order, the Contractor shall immediately comply with its terms and take all 
reasonable steps to minimize the incurrence of costs allocable to the work covered by the order 
during the period of work stoppage. Within a period of 90 calendar days after a stop-work is 
delivered to the Contractor, or within any extension of that period to which the parties shall have 
agreed, the Procurement Officer shall either:  
6.9.1 
Cancel the stop work order; or 
6.9.2 
Terminate the work covered by the order as provided in the Default, or the Termination for 
Convenience clause of this Contract. 
6.9.3 
The Procurement Officer may make an equitable adjustment in the delivery schedule 
and/or Contract price, or otherwise, and the Contract shall be modified, in writing, 
accordingly, if the Contractor demonstrates that the stop work order resulted in an increase 
in costs to the Contractor. 
6.10 
TERMINATION FOR CONVENIENCE: 
Maricopa County may terminate the Contract for convenience by providing sixty (60) calendar days 
advance notice to the Contractor. 
6.11 
TERMINATION FOR DEFAULT: 
The County may, by written notice of default to the Contractor, terminate this Contract in whole or 
in part if the Contractor fails to: 
6.11.1 
Deliver the supplies or to perform the services within the time specified in this Contract or 
any extension; 
6.11.2 
Make progress, so as to endanger performance of this Contract; or 
6.11.3 
Perform any of the other provisions of this Contract.  
The County’s right to terminate this contract under these subparagraphs may be exercised if the 
Contractor does not cure such failure within ten (10) business days (or more if authorized in writing 
by the County) after receipt of the notice from the Procurement Officer specifying the failure. 
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6.12 
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.
6.13 
CONTRACTOR LICENSE REQUIREMENT: 
6.13.1 
The Contractor shall procure all permits, insurance, licenses and pay the charges and fees 
necessary and incidental to the lawful conduct of his/her business, and as necessary 
complete any required certification requirements,  required by any and all governmental or 
non-governmental entities as mandated to maintain compliance with and in good standing 
for all permits and/or licenses.  The Contractor shall keep fully informed of existing and 
future trade or industry requirements, Federal, State and Local laws, ordinances, and 
regulations which in any manner affect the fulfillment of a Contract and shall comply with 
the same. Contractor shall immediately notify both Office of Procurement Services and the 
Department of any and all changes concerning permits, insurance or licenses. 
6.14 
LICENSURE/CERTIFICATION 
6.14.1 
Contractor shall comply with all applicable provisions of law and other rules and 
regulations of any and all governmental, accrediting and/or regulatory authorities relating 
to the licensure and regulation of health care providers and physicians. 
6.14.2 
Upon request, Contractor agrees to allow County, to the extent permitted by law, access to 
credentials of Qualified Physicians and Qualified Providers who are providing services to 
Department under the terms and conditions of this Contract. 
6.14.3 
Contractor expressly agrees that it shall comply with all rules, regulations, orders, standards 
and interpretations promulgated pursuant to the Occupational Safety and Health Act of 1970 
(and to the Occupational and Safety Health Act of the State of Arizona), including but not 
limited to training, provision of personal protective equipment, provision of post-exposure 
prophylaxis, adherence to appropriate lock out/tag out procedures, and providing all notices, 
material safety data sheets, labels, etc. required by the right-to-know-standard. 
6.15 
SUBCONTRACTING: 
6.15.1 
The Contractor may not assign to another contractor or subcontract to another party for 
performance of the terms and conditions hereof without the written consent of the County.  
All correspondence authorizing subcontracting must reference the Contract Number and 
identify the job project. 
6.15.2 
The subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as 
bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates 
or the County has approved the increase.  The subcontractor’s invoice shall be invoiced 
directly to the Prime Contractor, who in turn shall pass-through the costs to the County, 
without mark-up.  A copy of the subcontractor’s invoice must accompany the Prime 
Contractor’s invoice. 
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6.16 
AMENDMENTS: 
All amendments to this Contract shall be in writing and approved/signed by both parties. The 
designated Procurement Officer shall be responsible for approving all amendments for Maricopa 
County. 
6.17 
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. 
6.18 
STRICT COMPLIANCE: 
Acceptance by County of a performance that is not in strict compliance with the terms of the 
Contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of 
the Contract. 
6.19 
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. 
6.20 
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. 
6.21 
RIGHTS IN DATA: 
The County shall have the use of data and reports resulting from a Contract without additional cost 
or other restriction except as may be established by law or applicable regulation.  Each Party shall 
supply to the other Party, upon request, any available information that is relevant to a Contract and 
to the performance thereunder. 
6.22 
NON-DISCRIMINATION: 
Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-
09 including flow down of all provisions and requirements to any subcontractors. Executive Order 
2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and 
downloaded 
at 
the 
Arizona 
State 
Library 
Research 
website 
(http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1) 
which 
is 
hereby incorporated into this contract as if set forth in full herein. During the performance of this 
Contract, Contractor shall not discriminate against any employee, client or any other individual in 
any way because of that person’s age, race, creed, color, religion, sex, disability or national origin. 
6.23 
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION: 
6.23.1 
The undersigned (authorized official signing on behalf of  the Contractor) certifies to the 
best of his or her knowledge and belief that the Contractor, it’s current officers and 
directors; 
6.23.1.1 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; 
6.23.1.2 have not within three (3) year period preceding this Contract; 
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6.23.1.2.1 been convicted of fraud or any criminal offense in connection with 
obtaining, attempting to obtain, or as the result of performing a 
government entity (Federal, State or local) transaction or contract; and  
6.23.1.2.2 been convicted of violation of any Federal or State antitrust statues or 
conviction for  embezzlement, theft, forgery, bribery, falsification or 
destruction of records, making false statements, or receiving stolen 
property regarding a government entity transaction or contract;  
6.23.1.2.3 are not presently indicted or  criminally  charged by a government 
entity (Federal, State or local) with commission of any criminal 
offenses in connection with obtaining, attempting to obtain, or as the 
result of performing a government entity public (Federal, State or 
local) transaction or contract; and are not presently facing any civil 
charges from any governmental entity regarding obtaining, attempting 
to obtain, or from performing any governmental entity contract or 
other transaction; and have not within a three (3) year period preceding 
this Contract had any  public transaction (Federal, State or local) 
terminated for cause or default. 
6.23.1.3 If any of the above circumstances described in the paragraph are applicable to the 
entity submitting a bid for this requirement, include with your bid an explanation 
of the matter including any final resolution. 
6.23.2 
The Contractor shall include, without modification, this clause in all lower tier covered 
transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier 
covered transactions related to this Contract.   
6.24 
VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL 
IMMIGRATION LAWS AND REGULATIONS: 
6.24.1 
By entering into the Contract, the Contractor warrants compliance with the Immigration and 
Nationality Act (INA using e-verify) and all other Federal immigration laws and regulations 
related to the immigration status of its employees and A.R.S. §23-214(A).  The Contractor 
shall obtain statements from its subcontractors certifying compliance and shall furnish the 
statements to the Procurement Officer upon request.  These warranties shall remain in effect 
through the term of the Contract.  The Contractor and its subcontractors shall also maintain 
Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and 
Control Act of 1986, as amended from time to time, for all employees performing work under 
the Contract and verify employee compliance using the E-verify system and shall keep a 
record of the verification for the duration of the employee’s employment or at least three (3) 
years, whichever is longer.  I-9 forms are available for download at USCIS.GOV. 
6.24.2 
The County retains the legal right to inspect Contractor and subcontractor employee 
documents performing work under this Contract to verify compliance with paragraph 6.24.1 
of this Section.  Contractor and subcontractor shall be given reasonable notice of the County’s 
intent to inspect and shall make the documents available at the time and date specified. 
Should the County suspect or find that the Contractor or any of its subcontractors are not in 
compliance, the County will consider this a material breach of the Contract and may pursue 
any and all remedies allowed by law, including, but not limited to; suspension of work, 
termination of the Contract for default, and suspension and/or debarment of the Contractor. 
All costs necessary to verify compliance are the responsibility of the Contractor. 
6.25 
INFLUENCE: 
As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to influence an 
employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct 
may be grounds for Disbarment or Suspension under MC1-902.  
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An attempt to influence includes, but is not limited to: 
6.25.1 
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, 
6.25.2 
That is offered or given with the intent to influence a decision, obtain a contract, garner 
favorable treatment, or gain favorable consideration of any kind. 
If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement 
Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County 
Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract.   
6.26 
CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO 
INFORM EMPLOYEES OF WHISTLERBLOWER RIGHTS: 
6.26.1 
The Parties agree that this Contract and employees working on this Contract will be subject 
to the whistleblower rights and remedies in the pilot program on Contractor employee 
whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the National 
Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and section 3.908 of 
the Federal Acquisition Regulation; 
6.26.2 
Contractor shall inform its employees in writing, in the predominant language of the 
workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as 
described in section 3.908 of the Federal Acquisition Regulation.  Documentation of such 
employee notification must be kept on file by Contractor and copies provided to County 
upon request. 
6.26.3 
Contractor shall insert the substance of this clause, including this paragraph, in all 
subcontracts over the simplified acquisition threshold ($150,000 as of September 2013). 
6.27 
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. 
6.28 
ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR 
OTHER REVIEW: 
6.28.1 
In accordance with section MCI 371 of the Maricopa County Procurement Code the 
Contractor agrees to retain (physical or digital copies of) all books, records, accounts, 
statements, reports, files, and other records and back-up documentation relevant to this 
Contract for six (6) years after final payment or until after the resolution of any audit 
questions which could be more than six (6) years, whichever is latest.  The County, Federal 
or State auditors and any other persons duly authorized by the Department shall have full 
access to, and the right to examine, copy and make use of, any and all said materials. 
6.28.2 
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.  
6.29 
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 
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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. 
6.30 
OFFSET FOR DAMAGES: 
In addition to all other remedies at Law or Equity, the County may offset from any money due to 
the Contractor any amounts Contractor owes to the County for damages resulting from breach or 
deficiencies in performance of the Contract. 
6.31 
CONFIDENTIAL INFORMATION: 
Any information obtained in the course of performing this Contract may include information that is 
proprietary or confidential to the County. This provision establishes the Contractor’s obligation 
regarding such information. 
The Contractor shall establish and maintain procedures and controls that are adequate to assure that 
no information contained in its records and/or obtained from the County or from others in carrying 
out its functions (services) under the Contract shall be used by or disclosed by it, its agents, officers, 
or employees, except as required to efficiently perform duties under the Contract. The Contractor’s 
procedures and controls at a minimum must be the same procedures and controls it uses to protect 
its own proprietary or confidential information. If, at any time during the duration of the Contract, 
the County determines that the procedures and controls in place are not adequate, the Contractor 
shall institute any new and/or additional measures requested by the County within fifteen (15) 
calendar days of the written request to do so. 
Any requests to the Contractor for County proprietary or confidential information s shall be referred 
to the County for review and approval, prior to any dissemination. 
6.32 
PROTECTED HEALTH INFORMATION: 
In collecting, maintaining, using and disclosing information, contractor shall comply with all 
applicable federal and state laws and regulations which protect confidential health information, 
including, but not limited to the Health Insurance Portability and Accountability Act of 1996 
(HIPAA), 42 C.F.R. Part 2, A.R.S. §§ 18-551 (Data Security Breaches),  A.R.S. §§ 12-2291 et seq. 
(Confidentiality of Medical Records), and A.R.S. §§ § 36-661 et seq. (Confidentiality of 
Communicable Disease Information).  Contractor shall not act or fail to act in a way that would 
cause MCDPH to be noncompliant with applicable federal or state laws or regulations which protect 
confidential health information.  Contractor shall cooperate to mitigate, to the extent practicable, 
any harmful effect that is known to it of an unlawful or unauthorized use or disclosure of confidential 
health information.  To ensure the confidentiality of confidential health information, contractor shall 
be fully compliant, through automation and manual processes, with the standards for electronic 
transactions under HIPAA.  Contractor shall execute, and cause employees, subcontractors, and 
agents to execute, all applicable confidentiality agreements and SARA Alert System user access 
agreements, if deemed necessary by MCDPH.  Any system breaches, confirmed or suspected, shall 
be reported by Contractor to the MCDPH within 24 hours. 
6.33 
PUBLIC RECORDS: 
Under Arizona law, all Offers submitted and opened are public records and must be retained by the 
Records Manager at the Office of Procurement Services. Offers shall be open to public inspection 
and copying after Contract award and execution, except for such Offers or sections thereof 
determined to contain proprietary or confidential information by the Office of Procurement Services. 
If an Offeror believes that information in its Offer or any resulting Contract should not be released 
in response to a public record request under Arizona law, the Offeror shall indicate the specific 
information deemed confidential or proprietary and submit a statement with its offer detailing the 
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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. 
6.34 
PRICES: 
Contractor warrants that prices extended to County under this Contract are no higher than those paid 
by any other customer for these or similar services. 
6.35 
INTEGRATION: 
This Contract represents the entire and integrated agreement between the parties and supersedes all 
prior negotiations, proposals, communications, understandings, representations, or agreements, 
whether oral or written, express or implied. 
6.36 
RELATIONSHIPS: 
6.36.1 
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. 
6.36.2 
The County reserves the right of final approval on proposed staff for all Task Orders.  Also, 
upon request by the County, the Contractor will be required to remove any employees 
working on County projects and substitute personnel based on the discretion of the County 
within two (2) business days, unless previously approved by the County. 
6.37 
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. 
6.38 
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. 
6.39 
INCORPORATION OF DOCUMENTS: 
The following are to be attached to and made part of this Contract: 
6.39.1 
Exhibit A, Vendor Information; 
6.39.2 
Exhibit B, Scope of Work; 
6.39.3 
Exhibit C, List of MCDPH-Approved Laboratories 
6.39.4 
Exhibit D, Business Associate Agreement 
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NOTICES: 
All notices given pursuant to the terms of this Contract shall be addressed to: 
For County: 
Maricopa County Unified Command Center 
ATTN:  Joey Molina 
501 West Jackson Street 
Phoenix, AZ 85003 
(602) 506-3454
Joey.molina@Maricopa.gov
For Contractor: 
Valle del Sol, Inc. 
3807 N. 7th Street 
Phoenix, AZ 85014 
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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 
Carmen Heredia, Chief Executive Officer
3807 N. 7th Street, Phoenix  AZ 85014
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EXHIBIT A 
VENDOR INFORMATION
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EXHIBIT B 
SCOPE OF WORK 
Valle del Sol, Inc (Valle del Sol) is interested in assisting the Maricopa County Department of Public Health in its 
efforts to control and decrease the spread of COVID‐19. 
Valle del Sol is requesting to be pre‐qualified as a vendor by the Maricopa County Department of Public Health 
to perform testing services related to COVID‐19. 
PROPOSAL FOR TESTING 
Valle del Sol is proposing to provide in‐person COVID‐19 polymerase chain reaction (PCR), serology antigen, 
and/or other mutually agreed upon testing in community settings using the guidelines for collection of 
nasopharyngeal and nasal swabs, which are based on Centers of Disease Control and the Maricopa County 
Department of Public Health guidelines, maintained and updated at https://www.cdc.gov/coronavirus/2019‐
ncov/hcp/broad‐based‐  testing.html 
Valle del Sol has teams of staff that can be expanded based on the work assignment need from the Maricopa 
County Department of Public Health.  Valle del Sol has testing supplies and PPE sufficient to meet work 
assignment needs within the assignment notice period. 
Depending on the frequency of the work assignments ‐ specific staff will be dedicated to this project.  If work 
assignments are not frequent, then staff will be pulled from outpatient clinics to fulfill work assignment. 
Healthcare providers could include medical doctors, nurse practitioners, and physician assistants depending on 
the size of the work assignment.  All medical assistants will have medical assistant certification. 
Valle del Sol conducts background checks and fingerprint clearances for all staff. 
Valle del Sol will ensure that: 
1.
Healthcare provider (HCP) is in the room or specimen collection area for mobile testing events 
2.
All logistics necessary to provide testing at these events includes: 
a.
Partnerships, event location, event flow, communications, and marketing.
b.
Advertising and marketing shall not exceed $5000 per task order.
c.
Marketing material that includes a phone number for people to call who need assistance 
with registering for the community testing event.
d.
Include the Maricopa County Seal and other requested language on marketing materials.
e.
Depending on event location, additional items such as tents, tables, chairs, cell towers,
portable restrooms, and other facilities may be required to ensure a successful event.
3.
Proper usage of Personal Protective Equipment (PPE) by staff at all times: 
a.
Staff will wear a facemask (or N‐95 respirator if an aerosol generating procedure is 
being performed) and eye protection.
b.
A single pair of gloves and a gown will also be worn for specimen collection or if contact
with contaminated surfaces is anticipated.
c.
If respirators are not readily available, they should be prioritized for other procedures at
higher risk for producing infectious aerosols (e.g., intubation), instead of for collecting
nasopharyngeal specimens.
d.
Extended use of respirators (or facemasks) and eye protection may occur. However, care
will be taken to avoid touching the necessary face and eye protection.
e.
If extended use equipment becomes damaged, soiled, or hard to breathe or see through,
it will be replaced.
f.
Hand hygiene will be performed before and after manipulating PPE.
g.
Gloves will be changed, and hand hygiene performed between each person being swabbed.
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h.
Gowns will be changed when there is more than minimal contact with the person or
their environment. The same gown may be worn for swabbing more than one person
provided the
HCP collecting the test minimizes contact with the person being swabbed. Gowns will be changed if they become 
soiled. 
i. If the same gown is worn from patient to patient, an observer WILL BE PRESENT who does not engage in
specimen collection but monitors for breaches in PPE use throughout the specimen collection process.
4.
HCP who are handling specimens, but are not directly involved in collection (e.g., self‐collection) and
not working within 6 feet of the individual being tested, will follow Standard Precautions; gloves are
recommended, as well as a facemask for source control.
5.
Prior to performing the collection, Valle del Sol will ensure the person being tested has completed a
consent form and/or liability waiver. Valle del Sol will also distribute the MCDPH contact testing flyer.
These forms will be supplied by the Valle del Sol and be pre‐approved by Maricopa County
Department of Public Health.
6.
Ensure all specimens collected for testing are appropriately collected, packaged, stored, and
maintained in accordance with the policies and procedures as set forth by
a.
the licensing board to which the person collecting the specimen belongs, and
b.
the laboratory who will perform the test, and
c.
the manufacturer’s specifications.
7.
Ensure that only the services of Maricopa County Department of Public Health approved laboratories
are used when performing the COVID‐19 tests on collected specimens.
a.
Valle del Sol currently uses the Arizona State Laboratory, Sonora Quest Laboratories,
and LabCorp Phoenix ‐ all listed on the Maricopa County Department of Public Health
Approved laboratories list and reporting to the Arizona’s Electronic Lab Reporting (ELR)
database.
b.
Valle del Sol understands that the Maricopa County approved laboratories are known to
participate in the Arizona Electronic Lab Reporting program; therefore, all positive test
results will be communicated directly and electronically to the Arizona Department of
Health Services (ADHS) through said system by the laboratory.
8.
Will coordinate with Maricopa County Department of Public Health to communicate test results.
a.
Valle del Sol will follow the final protocol for this activity determined and included in
final contract with Maricopa County Department of Public Health.
9.
Will have on hand enough specimen collection supplies and PPE as may be required in order to
complete a work assignment consisting of any number of individuals.
10. Ensure testing sites and related event improvements shall comply with government requirements
and standards.
11. If at any time and if for any reason it is determined that a Valle del Sol cannot complete a
work assignment Valle del Sol will immediately notify Maricopa County Department of
Public Health.
PROJECT MANAGEMENT 
Valle del Soll will 
1.
Hire and manage all proposed staffing as well as any sub‐contractors as required.
2.
Perform background checks, credentialing, and fingerprinting as needed
3.
Verify, maintain, and keep current all appropriate staff/subcontractor trainings and required
licensing as may be required by their profession and/or license.
4.
Ensure staff and/or subcontractors utilize appropriate PPE while conducting work under the terms of
this contract. All PPE will be used as indicated and in accordance with current Maricopa County
Department of Public Health and/or CDC guidelines or best practices.
5.
When performing a work assignment in a long‐term care facility, a mask must always be worn.
6.
Monitor staff symptoms and ensure that no staff and/or subcontractors be allowed to participate
in a testing event if they are exhibiting COVID‐19 symptoms 
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7.
Confirm that all supplies and materials used conform to governmental industry standards and either
meet or exceed the minimum performance requirements in use at their time of service.
8.
Supplies that have yet to receive approval but have been granted an Emergency Use Authorization
(EUA) must maintain a copy of the EUA on file. Current EUAs in use may be found at
https://www.fda.gov/medical‐devices/emergency‐situations‐medical‐devices/emergency‐use‐  
authorizations#covid19ivd
9.
Ensure all awarded work assignments are completed in their entirety and within the agreed upon
timeframes as indicated. In no instance will completion of the work assignment exceed 72 hours from
the initial request date by Maricopa Department of Public Health unless prior authorization has been
obtained.
REPORTING 
Valle del Sol will 
1.
Provide Maricopa County Department of Public Health completed Line Lists (as provided in the
MCDPH RFP 210111 packet) with all requested information about each individual (including contact
information) within 72 hours of completion of the work assignment.
2.
The line list will include the name, date of birth, and phone number of all individuals that were tested.
3.
When applicable, Valle del Sol will ensure reporting of positive cases in accordance with AAC R9‐6‐202.
CONFIDENTIALITY 
Valle del Sol agrees to hold confidential the names and/or contact information of individuals that have been or 
will be tested. Valle del Sol agrees to not release any information regarding their performance of testing under 
this contract to anyone without the prior approval of MCDPH. Failure to maintain this confidentiality shall be 
considered a breach of contract and any release of information outside of MCDPH by the Valle del Sol may result 
in cancellation of the contract. 
OTHER SERVICES 
In the event that person served through testing is under duress, they will be sent to emergency services. 
Valle del Sol offers a wide variety of health services to underserved communities of all ages throughout 
Maricopa County.  Valle del Sol is proposing that non‐emergency medical attention be addressed on‐site by 
the Healthcare provider and team as needed.   If medical attention of follow up care is needed it will be 
provided only with the informed consent of the individual needing the service. 
Valle del Sol is also proposing to follow up with services provided by our outpatient community health center as 
relevant and needed.  Services provided by Valle del Sol may include: primary care for acute and chronic 
disease, preventative health and wellness, behavioral health and psychiatric assessment and treatment, and 
coordination for issues related to social determinants of health (housing, employment, food needs). 
Valle del Sol provides the services listed in the community, in schools, and in the 8 outpatient facilities operated 
by Valle del Sol.  As a federally qualified health center, Valle del Sol does not turn anyone away based on the 
ability to pay and rather uses health insurance benefits to cover costs for services, offers sliding fee scales, or 
utilizes grants and fundraising to cover care of uncompensated service delivery. 
All services will be completely optional and will be outside of the scope of the testing and training for COVID‐19 
with Maricopa County Department of Public Health. 
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COMPENSATION 
Valle del Sol will bill insurance, including Medicare and Medicaid, for services provided under this contract. 
Reimbursement for costs will be provided under contract with Maricopa County Department of Public Health. 
Valle del Sol understands that due to the uncertainty of our current COVID‐19 environment, affixing a flat rate 
fixed cost to this contract would be difficult. Valle del Sol understands that each work assignment will be 
negotiated with Maricopa County Department of Public Health individually taking into consideration the 
following factors which may include, but are not limited to, the scope of services to be provided, the number of 
individuals that will require said services, the current availability and/or capacity, and/or the urgency in which 
the services need to be provided. 
Valle del Sol is a nonprofit social service agency founded in 1970, as a response to long‐standing institutional 
neglect of Hispanic youth and cultural issues of the time. 
In 2015, Valle del Sol became a Federally Qualified Health Center offering a comprehensive array of health 
services to populations of all ages across 8 locations in Maricopa County and across the State of New Mexico. 
Services offered by Valle del Sol include but are not limited to: 
•
Preventative Medicine & Acute Illness 
•
Diagnostic & point of care testing
•
Counseling for weight loss, exercise, lifestyle changes 
•
Immunizations 
•
General Pediatric Services 
•
Chronic disease management
•
Patient education
•
Onsite Pharmacy and mail order services 
•
Psychiatry
•
Counseling (individual and group)
•
High Needs case management
•
Seriously Mentally Ill clinic
•
Methadone and Medication Assistant Treatment (MAT) services for opioid substance use
•
School based Counseling – 50 schools 
•
Crisis Navigation, employment, housing
•
DES /AHCCCS enrollment
•
Psychosocial Rehabilitation
EXPERIENCE WITH MOBILE HEALTH AND TELEHEALTH 
Valle del Sol has long‐standing experience with mobile health and now with telehealth as well. 
Through our Crisis Navigation program, Valle del Sol provides in‐reach services to Maricopa County jails with 
full time staff located at the 4th Avenue Jail and at the Lower Buckeye Jail.  Through this program Valle del Sol 
staff help inmates apply for health insurance and access health services upon release.  Our staff are many 
times the source of transportation out of the jail for released individuals.  Our staff also help with housing and 
employment and other needs as appropriate. 
Valle del Sol has counselors and care coordination staff that work in co‐locations throughout Maricopa County. 
This includes Casa Primavera ‐ Senior Living facilities,  two valley psychiatric facilities, the Homeless Campus in 
downtown Phoenix, three public housing campuses with City of Phoenix and the Housing Authority of Maricopa 
County, and the greatest example of working in the community: our extensive work in schools with our school 
III.
QUALIFICATIONS
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based services program.  Valle del Sol has partnerships with staff working in 50 schools across the County and 
with the San Carlos Apache Tribe. 
As the world quickly discovered, telehealth has been a new and excellent way to see patients and increase 
access to care.  Valle del Sol used telehealth sporadically in the last two years, more in rural areas of our New 
Mexico sites and services.  However, with COVID‐19 our telehealth program kicked into full gear.   Patients 
have loved it and barriers such as transportation and heat have not stopped the delivery of care.  We believe 
that we can stay in touch with individuals that we test in this program through telehealth, if and when 
appropriate. 
The most important example of our experience with mobile health is the COVID‐19 testing we have been 
doing and that will be covered in the next section. 
EXPERIENCE WITH COVID‐19 TESTING 
Originally our involvement with testing was done at our primary care clinics with patients driving up for curbside 
testing.  When the Arizona Department of Health Services requested participation in their May “Testing Blitz” 
effort, Valle del Sol signed up.  We assembled teams to work for five Saturdays in May outside of our clinics at 
two locations.  The events were heavily promoted by ADHS and the Governor’s office.  Valle del Sol made the 
front page of the Arizona Republic on May 4, 2020 issue. By our calculation, we contributed 6% of the total 
specimens collected statewide through the May blitz. 
Valle del Sol has also partnered with a number of other government agencies and through elected officials in the 
months of May through August 2020. 
Partnership 
Events (days/locations) Total COVID‐19 tests 
ADHS Testing Blitz 
10 events 
1,107 
City of Tolleson 
5 events 
503 
Town of Guadalupe 
2 events 
372 
City of Phoenix Public Housing & Senior Living housing 
8 events 
295 
City of Avondale 
5 events 
1565 
Maricopa County Community Settings 
17 events 
1524 
Maricopa County Congregate Settings 
6 events 
265 
Total to date 
5,631 
Approximately 20% of individuals we have tested have resulted with SARS COV2 positive detection and have 
been instructed to isolation/self‐quarantine.  We have maintained follow up and ensured infected and 
symptomatic individuals receive care through Valle del Sol or through their primary care provider.  Valle del Sol 
care coordinators have also followed up with all individuals tested (negative and positive results) with referrals 
to services to address unemployment, stress, or other issues related to the pandemic. 
Valle del Sol’s key focus has been equitable access to care.   In each of the partnership listed above, the individuals 
that have sought out to work with us have expressed a lack of services or barriers for their communities to access 
testing.  Lack of transportation, extreme heat, and language barriers have been obstacles that we have tried to 
tackle by going to the community directly. 
EXPERIENCE WITH BACKPACK TEAMS 
Valle del Sol started offering COVID testing in August with a new Backpack Team model, with over 4 events 
completed and another 4 scheduled.  Medical Assistants and Care Coordinators travel to low volume (30 or fewer) 
testing locations.  Backpack teams are provided extensive training on the roles and skills necessary for a COVID 
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testing event including logistics, infection disease control, PPE, specimen collection, and charting.  A medical 
provider and leadership are available virtually if the team is faced with a question or barrier which the team may 
not be equipped or trained in.   Additional training is provided when these situations occur. 
As Maricopa County becomes saturated with more COVID Testing locations, we believe that our staff can quickly 
implement backpack teams for hard to reach populations on a smaller scale with the approval of the Maricopa 
Department of Public Health and following guidelines set by the Centers for Disease Control. 
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EXHIBIT C 
LIST OF AZDPH-APPROVED LABORATORIES 
(Current as of 05/23/2020) 
Labs Reporting into Arizona’s Electronic Lab Reporting (ELR) 
AEGIS SCIENCES CORPORATION 
ARIZONA STATE LABORATORY 
BANNER -- UNIVERSITY MEDICAL CENTER TUCSON 
BANNER GATEWAY MEDICAL CENTER 
HOLY CROSS HOSPITAL 
HONOR HEALTH SCOTTSDALE OSBORN MEDICAL CENTER LAB 
HONORHEALTH MEDICAL GROUP - SAGUARO 
LABCORP BIRMINGHAM 
LABCORP BURLINGTON 
LABCORP DUBLIN 
LABCORP PHOENIX 
LABCORP RARITAN 
MCLAB-RO MAIN CAMPUS 
MCLAB-RO SUPERIOR DR 
MCLAB-SCOTTSDALE HSP 
MEDFUSION 
QUEST DIAGNOSTICS INFECTIOUS DISEASE, INC 
QUEST DIAGNOSTICS INFECTIOUS DISEASE, INC. 
QUEST DIAGNOSTICS-IRVING 
QUEST DIAGNOSTICS-WEST HILLS 
SCOTTSDALE HEALTHCARE HOSPITALS - DEER VALLEY 
SCOTTSDALE HEALTHCARE HOSPITALS - JOHN C LINCOLN 
SCOTTSDALE HEALTHCARE HOSPITALS - OSBORN 
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Labs Reporting into Arizona’s Electronic Lab Reporting (ELR) 
SCOTTSDALE HEALTHCARE HOSPITALS - SHEA 
SCOTTSDALE HEALTHCARE HOSPITALS - THOMPSON PEAK 
SONORA QUEST - PHOENIX 
ST. JOSEPHS HOSPITAL AND MEDICAL CENTER 
VHMC LAB 
VHMV LAB 
WALGREENS 
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EXHIBIT D 
BUSINESS ASSOCIATE AGREEMENT 
MARICOPA COUNTY by and through its DEPARTMENT OF PUBLIC HEALTH (MCDPH) 
BUSINESS ASSOCIATE AGREEMENT 
This Agreement sets out the responsibilities and obligations of_________________________, (“Business 
Associate” or “Associate”) as a business associate of MARICOPA COUNTY, a covered entity, under the 
Health Insurance Portability and Accountability Act (“HIPAA”), the Health Information Technology for 
Economic and Clinical Health (“HITECH”) Act, and pursuant to the Contract or Engagement Letter between 
Associate and MARICOPA COUNTY. 
MARICOPA COUNTY may make available and/or transfer to Associate Protected Health Information 
(“PHI”) of individuals in conjunction with Services, which Associate will use or disclose only in accordance 
with this Agreement.  Associate and MARICOPA COUNTY agree to the terms and conditions of this 
Agreement in order to comply with the use and handling of PHI under the HIPAA Standards for Privacy of 
Individually Identifiable Health Information, 45 C.F.R. Part 160 and Part 164, Subpart E (“Privacy 
Standards”) and the HIPAA Security Standards, 45 C.F.R. Part 160 and Part 164, Subpart C (“Security 
Standards”), both as amended from time to time.  Unless otherwise provided, all capitalized terms in this 
Agreement will have the same meaning as provided under the Privacy Standards and Security Standards.  
Associate and MARICOPA COUNTY will comply with the terms of this Agreement for the duration of the 
Contract or Engagement Letter and for such other continuing periods as provided in this Agreement.  Upon 
the compliance date of any final regulation or amendment to final regulation promulgated by the Secretary 
of Health and Human Services that affects Associate’s use or disclosure of PHI, the parties agree to take 
such reasonable action as is necessary to amend this Agreement in order for MARICOPA COUNTY to 
comply with such final regulation or amendment to final regulation. 
Definitions for terms in this Agreement: 
1.
Business Associate or Associate means an entity that performs or assists in the performance of a
function on behalf of a Covered Entity, which involves the use, or disclosure of Individually 
Identifiable Health Information as defined in 45 C.F.R. § 160.103.  In addition, an Associate can be 
an entity that provides data transmission services to a Covered Entity, is more than a mere conduit 
of information, and allows a Covered Entity to access the maintained information in a manner 
beyond a random or infrequent basis.  The terms “Business Associate”, “Associate” and 
“Contractor” are synonymous.  Notwithstanding this definition, if Contractor does not have access 
to or create Protected Health Information under this Contract, Contractor is not an Associate, and 
the terms of this Agreement do not apply to Contractor. 
2.
Contractors of Business Associate means a person or an entity to whom an Associate delegates a
function, activity, or service that the Associate has agreed to perform for a Covered Entity.  A 
contractor of an Associate which creates, receives, maintains, or transmits personal health 
information on behalf of the business associate is itself a Business Associate and therefore will 
comply with the terms of this Agreement.  For purposes of this Agreement the term “Contractor” 
includes the Contractor, its employees, its subcontractors and its agents.  
Valle del Sol, Inc.
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3.
Protected Health Information (“PHI”) means the health information that is created or received by a
Covered Entity; and relates to the physical condition, mental health or other health condition of an 
Individual, or to the provision of health care to the Individual (including but not limited to the payment 
for such health care); and identifies or can be used to identify the Individual as defined in 45 C.F.R. 
§ 160.103.
4.
Individual shall have the meaning set forth in 45 CFR §160.103, including a person who is the subject
of the Protected Health Information, and shall include an individual or entity who qualifies as a 
personal, legal representative of the person, as the context requires. 
5.
Privacy Rule shall mean the Standards for Privacy of Individually Identifiable Health Information at 45
CFR Parts 160 and 164, Subparts A and E, as may be amended, modified or superseded, from 
time to time. 
6.
Security Rule shall mean the Standards for Security of Individually Identifiable Electronic Health
Information at 45 CFR Parts 160 and 164, Subparts A, C and E, as may be amended, modified or 
superseded, from time to time. 
7.
Breach shall  mean the acquisition, access, use or disclosure of Protected Health Information in a
manner not permitted by the HIPAA Privacy Rule, that compromises the security or privacy of the 
Protected Health Information as defined, and subject to the exception given to such term in 45 
C.F.R. § 164.402.
8.
Breach Notification Rule shall mean the interim final rule related to breach notification for unsecured
protected health information at 45 C.F.R. Parts 160 and 164. 
9.
Covered Entity shall have the meaning given to such term in 45 C.F.R. § 160.103.
10.
Designated Record Set shall have the meaning given to such term under the Privacy Rule at 45
C.F.R. § 164.501.
11.
Security Incident shall have the meaning given to such phrase under the Security Rule at 45 C.F.R.
§ 164.304.
12.
Unsecured PHI shall have the meaning given to such phrase under the Breach Notification Rule at
45 C.F.R. § 164.402. 
13.
Electronic Protected Health Information or ePHI shall have the same meaning given to such term
under the Security Rule, including, but not limited to, 45 C.F.R. § 160.103. 
14.
Electronic Media shall have the same meaning given to such term in 45 C.F.R. § 160.103.
15.
Health Information Technology for Economic and Clinical Health (HITECH) Act, as codified at 42
U.S.C. §§ 17921-17954. 
16.
Secretary shall mean the Secretary of the Department of Health and Human Services or his or her
designee. 
It is agreed by and between the parties that: 
1.
Uses and Disclosures of Protected Health Information.  Associate will use and disclose PHI only
for those purposes necessary to perform its duties, obligations and functions under the Contract, or as
otherwise expressly permitted in this Agreement or as required by other law.
a.
Associate will not use or further disclose any PHI in violation of this Agreement.
b.
Associate may use PHI to perform data aggregation services as permitted by 45 C.F. R. §
164.504(e) (2) (i) (B).
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c.
Associate agrees that anytime it provides PHI received from MARICOPA COUNTY to a
Contractor, its employees, subcontractor, or agent to perform Services for MARICOPA
COUNTY, Associate first will enter into a contract with such Contractor, employees,
subcontractor or agent that contains the same terms, conditions, and restrictions on the use and
disclosure of PHI as contained in this Agreement.
d.
If Associate maintains a Designated Record Set, MARICOPA COUNTY will provide Associate
with copies of applicable policies and procedures, which the Associate will comply with as
related to an individual’s right to access PHI; request an amendment to PHI; request confidential
communications of PHI; or request an accounting of disclosures of PHI.
2.
Associate Use or Disclosure of Protected Health Information for its Own Purposes.  Associate
may use or disclose PHI received from MARICOPA COUNTY for Associate’s management and
administration, or to carry out Associate’s legal and contractual responsibilities.  Associate may
disclose PHI received from MARICOPA COUNTY to a third party for such purposes only if:
a.
The disclosure is required by law; or
b.
Associate secures written assurance from the receiving party that the receiving party will: (i)
hold the PHI confidentially; (ii) use or disclose the PHI only as required by law or for the purposes
for which it was disclosed to the recipient; and (iii) notify the Associate of any breaches in the
confidentiality of the PHI.
c.
Associate may use and disclose de-identified health information, if (i) the use is disclosed to
MARICOPA COUNTY and permitted by MARICOPA COUNTY in its sole discretion, (ii) that the
de-identification is in compliance with 45 C.F.R. § 164.502(d), and (iii) the de-identified health
information meets the standard and implementation specifications for de-identification under 45
C.F.R. § 164.514(a) and (b).
d.
Associate 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 five (5) days of Associate’s learning of such use, disclosure or breach
or within five (5) days following the exercise of reasonable diligence would have known of the improper
use, disclosure, or breach.
5.
Mitigation of potential harmful effects.  Associate shall mitigate all potential harmful effects of a use
or disclosure of Protected Health Information by Business Associate in violation of the requirements
of this Agreement.  Immediately following the Associate’s discovery of a Breach (or upon the
Associate’s reasonable belief that a Breach has occurred), Associate shall provide MARICOPA
COUNTY with sufficient information to permit MARICOPA COUNTY to comply with the Breach
notification requirements set forth at 45 C.F.R. §164.400 et seq.
a.
Specifically, if the following information is known to (or can be reasonably obtained by) the
Associate, Associate will provide to MARICOPA COUNTY all available information that
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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);
ii.
a brief description of the circumstances of the Breach, including the date of the Breach, the
date of discovery of the Breach, and the identity of who accessed and received the
Unsecured PHI;
iii.
a description of the types of unsecured PHI involved in the Breach (e.g., names, social
security number, date of birth, address(s), account numbers of any type, disability codes,
diagnostic and/or billing codes and similar information);
iv.
a brief description of what the Associate has done or is doing to investigate the Breach,
mitigate harm to the individual impacted by the Breach, and protect against future
Breaches; and
v.
contact information for a liaison appointed by the Associate with whom MARICOPA
COUNTY may ask questions and learn additional information concerning the Breach.
b.
Following a Breach, Associate will have a continuing duty to inform MARICOPA COUNTY of
new information learned by Associate regarding the Breach, including but not limited to the
information described in items (1) through (5), above.
c.
Associate also will report in writing to MARICOPA COUNTY any Security Incident (successful
or unsuccessful) of which Associate becomes aware within five (5) business days of Associate
learning of such use or disclosure.
Specifically, Associate will report to 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,
subcontractors, or agents of Associate (“Associate Personnel”), whose services may be used to satisfy
Associate’s obligations under the Contract and this Agreement of the terms of this Agreement.
Associate represents and warrants that the Associate Personnel are under legal obligation to
Associate, by contract or otherwise, sufficient to enable Associate to fully comply with the provisions
of this Agreement.  Associate will maintain a system of sanction for any Associate Personnel who
violates this Agreement.
7.
Access to Protected Health Information.
a.
MARICOPA COUNTY Access.  Within five (5) business days of a request by MARICOPA
COUNTY for access to PHI received from MARICOPA COUNTY, Associate will make requested 
PHI available to MARICOPA COUNTY.
b.
Patient Access.  If a Patient requests access to PHI directly from Associate, Associate will
within five (5) business days forward such request in writing to MARICOPA COUNTY.
MARICOPA COUNTY will be responsible for making all determinations regarding the grant or
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denial of a Patient’s request for PHI and Associate will make no such determinations.  Only 
MARICOPA COUNTY will release PHI to the Patient pursuant to such a request. 
8.
Amendment of Protected Health Information.
a.
MARICOPA COUNTY Request. Within five (5) business days of receiving a request from
MARICOPA COUNTY to amend an individual’s PHI received from MARICOPA COUNTY,
Associate will provide such information to MARICOPA COUNTY for amendment.  Alternatively,
if MARICOPA COUNTY request includes specific information to be included in the PHI as an
amendment, Associate will incorporate such amendment within five (5) business days of receipt
of the MARICOPA COUNTY request.
b.
Individual Request. If an individual makes a request for amendment directly to Associate,
Associate will forward within five business days such request in writing to MARICOPA COUNTY. 
MARICOPA COUNTY will be responsible for making all determinations regarding amendments
to PHI and Associate will make no such determinations.
9.
Accounting of Disclosures; Requests for Disclosure.
a.
Disclosure Records.  Associate will keep a record of any disclosure of PHI received from
MARICOPA COUNTY that Associate makes to its employees, subcontractors, and agents, or
other third parties other than:
(1) Disclosures to health care providers to assist in the treatment of patients;
(2) Disclosures to others to assist MARICOPA COUNTY in paying claims;
(3) Disclosures to others to assist MARICOPA COUNTY in conducting its health care
operations, as defined in 45 C.F.R. § 164.501; or
(4) Disclosures made pursuant to an individual’s Authorization.
Associate will maintain this disclosure record for six (6) years from the termination of this Agreement. 
Associate also agrees to maintain necessary and sufficient documentation of Disclosures of Protected 
Health Information as would be required for MARICOPA COUNTY to respond to a request by an individual 
for an accounting of Disclosures, in accordance with 45 CFR 164.528. 
b.
Data Regarding Disclosures. For each disclosure for which it is required to keep a record
under paragraph 8(a), Associate will record and maintain the following information:
(1) The date of disclosure;
(2) The name of the entity or person who received the PHI, and, the address of such entity or
person, if known.
(3) A description of the PHI disclosed; and
(4) A brief statement of the purpose of the disclosure.
c.
Provision to MARICOPA COUNTY.  Associate will provide to MARICOPA COUNTY its record
of disclosures under paragraph 8(a), if any, within thirty days of each disclosure.  Within five
business days of receiving a notice from MARICOPA COUNTY of an individual’s request for an
accounting, Associate also will provide to MARICOPA COUNTY its disclosure record.
d.
Patient Request to Associate.  If a Patient requests and accounting of disclosures directly
from Associate, Associate will forward the request to MARICOPA COUNTY within five (5)
business days of Associate’s receipt of the request and will make its records of disclosures
available to MARICOPA COUNTY as otherwise provided in this Section.  MARICOPA COUNTY
will be responsible to prepare and for delivery of the records of disclosure to the Patient.
Associate will not provide an accounting of its disclosure directly to the Individual.
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10. Notice of Privacy Practices.  MARICOPA COUNTY shall provide Associate a copy of its Notice of
Privacy Practices (“Notice”) in accordance with 45 C.F.R. § 164.520 as well as any changes to the
Notice.  If MARICOPA COUNTY’ Notice specifically affects Associate’s use or disclosure of PHI,
MARICOPA COUNTY shall inform Associate of the specific limitations.  Associate shall abide by the
limitations of MARICOPA COUNTY’ Notice that affects its use or disclosure of PHI of which it has been
specifically informed.  Any use or disclosure permitted by this Agreement may be amended by changes
to MARICOPA COUNTY’ Notice if MARICOPA COUNTY specifically informs Associate of the
amendment: provided, however, that the amended Notice shall not affect permitted uses and
disclosures on which Associate relied prior to receiving notice of such amended Notice.
11. Access to Books and Records.
a.
MARICOPA COUNTY Access. Associate will, within five (5) business days of MARICOPA
COUNTY written request, make available during normal business hours at Associate’s offices,
all records, books, agreements, policies and procedures relating to the use or disclosure of PHI
received from MARICOPA COUNTY for the purpose of allowing 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 attorney-client, accountant-client or other legal privilege will
be deemed waived by Associate or MARICOPA COUNTY as a result of this Section.
12. Termination.  MARICOPA COUNTY may immediately terminate the Contract, if any and this
Agreement upon written notice to Associate if MARICOPA COUNTY determines that the Associate or
subcontractor(s) or agent(s) of Associate has breached a material term of this Agreement.
Alternatively, MARICOPA COUNTY may elect to provide Associate with written notice of Associate’s
or subcontractor(s)’ or agent(s)’ of Associate breach of any term or condition of this Agreement and
afford Associate the opportunity to cure the breach to the satisfaction of MARICOPA COUNTY within
thirty (30) days of the date of such notice.  If Associate fails to timely cure the breach, as determined
by MARICOPA COUNTY at its sole discretion, MARICOPA COUNTY may terminate the Contract and
this Agreement.
13. Return or Destruction of Protect Health Information.
a.
Return of PHI; Destruction.  Within thirty (30) days of termination of the Contract or this
Agreement, Associate will return to MARICOPA COUNTY all PHI received from MARICOPA
COUNTY or created or received by Associate on behalf of MARICOPA COUNTY that Associate
maintains in any form or format. Associate will not maintain or keep in any form or format any
portion of such PHI.  Alternatively, Associate may, upon MARICOPA COUNTY written consent,
destroy all such PHI and provide written documentation of such destruction.  The requirement
to return or destroy such PHI will apply to all agents or subcontractors of Associate.  Associate
will be responsible for recovering any PHI from such agents or subcontractors.  If Associate
cannot obtain the PHI from any agent or subcontractor, Associate will so notify MARICOPA
COUNTY and will require that such agents or subcontractors directly return PHI to MARICOPA
COUNTY or otherwise destroy such PHI, subject to the terms of this Section.
b.
Alternative Measures.  If Associate believes that returning or destroying PHI at the termination
of the Contract or this Agreement is infeasible, it will provide written notice to MARICOPA
COUNTY within five (5) business days of the effective date of termination of this Agreement.
Such notice will set forth the circumstances that Associate believes makes the return or
destruction of PHI infeasible and the alternative measures that Associate recommends for
assuring the continued confidentiality and security of the PHI.  MARICOPA COUNTY promptly
will notify Associate of whether it agrees that the return or destruction of PHI is infeasible.  If
MARICOPA COUNTY agrees that return or destruction of PHI is infeasible, Associate agrees
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to extend all protections, limitations and restrictions of this Agreement to Associate’s use or 
disclosure of PHI retained after termination of this Agreement and to limit further uses or 
disclosures to those purposes that make the return or destruction of the PHI infeasible.  Any 
such extended protections, limitations and restrictions will apply to any agents or subcontractors 
of Associate for whom return or destruction of PHI is determined by MARICOPA COUNTY to 
be infeasible.  If MARICOPA COUNTY does not agree that the return or destruction of PHI from 
Associate or its agents or subcontractors is infeasible, MARICOPA COUNTY will provide 
Associate with written notice of its decision, and Associate, its agents and subcontractors will 
proceed with the return or destruction of the PHI pursuant to the terms of this Section within 
fifteen (15) days of the date of MARICOPA COUNTY notice.    
14. Restrictions on Use or Disclosure of Protected Health Information.  If MARICOPA COUNTY
advises Associate of any changes in, or restrictions to, the permitted use or disclosure of PHI received
from 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 Department of Health and Human Services (HHS) to implement these referenced statutes, as
of the date by which Associates are required to comply with such referenced statutes and HHS
regulations.
a.
Associate will also comply with Section 13402 of the HITECH Act, codified at 42 U.S.C. § 17932,
and with all regulations issued by HHS to implement this statute, as of the date by which
Associates are required to comply with such referenced statutes and HHS regulations.
Associate will make a report to the MARICOPA COUNTY of any breach of unsecured protected
health information, as required by 42 U.S.C. § 17932(b), within five (5) business days of
Associate’s discovery of the breach.  Associate will indemnify MARICOPA COUNTY for any
reasonable expenses MARICOPA COUNTY incurs in notifying individuals of a breach caused
by Associate or its subcontractors or agents.
17. Miscellaneous.
a.
Compliance with Laws.  The Parties acknowledge that state and federal laws relating to
electronic data security and privacy are rapidly evolving and that amendment of this Agreement
may be required to ensure compliance with such developments.  Should such developments
occur, and upon either Party’s good faith request, the other Party agrees to enter good faith
negotiations concerning the terms of an amendment to this Agreement.
b.
Construction of Terms.  The terms of this Agreement will be construed in light of any applicable
interpretation or guidance on the Privacy Standards and Security Standards issued by the
Department of Health and Human Services and other applicable state or federal laws, rules and
regulations as amended from time to time.
c.
No Third-Party Beneficiaries.  Nothing in this Agreement will confer upon any person other
than the parties and their respective successors or assigns, any rights, remedies, obligations,
or liabilities, whatsoever.
d.
Assignment of Rights and Delegation of Duties.  This Agreement is binding upon and inures
to the benefit of the Parties hereto and their respective successors and permitted assigns.
However, neither Party may assign any of its rights or delegate any of its obligations under this
Agreement without prior written consent of the other Party, which consent shall not be
unreasonable withheld or delayed.  Notwithstanding any provisions to the contrary, however,
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MARICOPA COUNTY retains the right to assign or delegate any of its rights and obligations 
hereunder to any of its wholly owned subsidiaries, affiliates or successor companies. 
Assignments made in violation of this provision are null and void. 
e.
No Waiver.  Failure or delay on the part of either Party to exercise any right, power, privilege or
remedy hereunder shall not constitute a waiver thereof.  No provision of this Agreement may be
waiver by either Party except by a writing signed by an authorized representative of the Party
making the waiver.
f.
Severability.  The provisions of this Agreement shall be severable, and if any provision of this
Agreement shall be held or declared to be illegal, invalid or unenforceable, the remainder of this
Agreement shall continue in full force and effect as though such illegal, invalid or unenforceable
provision had not been contained herein.
g.
Entire Agreement.  This Agreement constitutes the entire agreement between the parties with
regard to the Privacy Standards and Security Standards, there are no understandings or
agreements relating to this Agreement that are not fully expressed in this Agreement and no
change, waiver or discharge of obligations arising under this Agreement will be valid unless in
writing and executed by the party against whom such change, waiver or discharge is sought to
be enforced.
h.
Written Agreement.  This Agreement is considered as an integral part of the underlying
Contract and is incorporated as though fully set forth within the Contract.  This Agreement will
govern in the event of conflict or inconsistency with any provision of Contract.
i.
Choice of Law.  This Agreement and the rights and obligations of the parties hereunder shall
be governed by and construed under the laws of the State of Arizona, without regard to
applicable conflict of law principles.
j.
Counterparts.  This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original and when taken together shall constitute one agreement.
k.
Facsimile and Electronic Signatures.  Facsimile and electronic signatures shall be deemed
to be original signatures for all purposes of this Agreement.
l.
Notices.  Any notices required under this Agreement will be sent to the parties at the following
address by first class mail, fax or hand delivery:
Agreed to by Associate by: 
ASSOCIATE 
_____________________________________ 
_________________________________ 
SIGNATURE  
 
 
DATE 
 
SIGNATURE  
 
 
DATE 
_____________________________________ 
________________________________ 
PRINT NAME AND TITLE
PRINT NAME AND TITLE 
 
Carmen Heredia, Chief Executive Officer
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BUSINESS ASSOCIATE AGREEMENT 
FOR RELEASE OF INFORMATION TO THIRD PARTIES 
1.
_______________________________ (“Associate”) is a business associate of MARICOPA COUNTY,
pursuant to the Agreement between Associate and MARICOPA COUNTY dated 10/07/2020 
(“Agreement”).  Pursuant to that Agreement, Associate is required to comply with the requirements for 
the use and handling of Protected Health Information (“PHI”) from MARICOPA COUNTY as set forth in 
the Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. 164.501 et. seq. as 
amended from time to time (“Privacy Standards”).
2.
Associate is permitted to disclose PHI to _______________ (“Recipient”) for the necessary
management and administration of Associate and to carry out the legal responsibilities of the Associate,
provided that Recipient provides Associate with the following assurances for Recipient’s use and
disclosure of PHI.
3.
Associate seeks to disclose PHI to Recipient for the following management, administration or legal
responsibilities of Associate:
4.
The disclosure of PHI to Recipient is conditioned upon Recipient’s assurance that, and Recipient
agrees that it will:
a.
Hold the PHI confidentially and make no re-disclosure to any third party without Associate’s express 
advance written consent;
b.
Use or disclose the PHI only as required by law or for the purposes set forth above; and
c.
Notify Associate in writing of any breaches in the confidentiality of the PHI within three days of
discovery of any such breach.
ASSOCIATE 
RECIPIENT 
_____________________________________ 
_______________________________ 
SIGNATURE  
 
 
 
DATE 
SIGNATURE  
 
 
DATE 
_____________________________________ 
________________________________ 
PRINT NAME AND TITLE
PRINT NAME AND TITLE 
 
Valle del Sol, Inc.
Carmen Heredia, Chief Executive Officer
DocuSign Envelope ID: A7D4A410-87DE-404F-B2CA-FA85BB8704DB
09-18-2020 | 5:35 PM MST