PE SOLARI AMEND 6 AND BAA COMBINED.PDF

CONTRACT NO:  C-86-24-172-X-04 / PH RFP 240142 
                
  
AMENDMENT NO:      6    
 
 
Page 1 of 1 
 
 
AMENDMENT TO CONTRACT  
Between 
MARICOPA COUNTY  
by and through 
DEPARTMENT OF PUBLIC HEALTH  
and 
Solari, Inc. 
 
I. 
The above-named contract is hereby amended as specified below: 
 
A. Section 1.0, CONTRACT TERM, end date shall be updated to April 30, 2027.  
 
1. Exhibit B-1, Project 3 Scope of Work & Fee Schedule - Behavioral Health Call Diversion for 
MCSO Go Live/Term Date for Project 3 – Behavioral Health Call Diversion for MCSO shall be 
updated from April 1, 2026 – March 31, 2027, to May 1, 2026 – April 30, 2027.        
 
II. All other terms and conditions of the original contract and prior amendments shall remain in full force and 
effect. 
 
 
 IN WITNESS WHEREOF, the parties agree to the changes indicated herein:  
     
FOR AND ON BEHALF OF  
MARICOPA COUNTY 
 
FOR AND ON BEHALF OF 
SOLARI, INC. 
                              
 
By:  
 
 
By: 
 
Chair, Board of Supervisors 
 
Solari, Inc. 
 
 
Date 
 
 
Date 
ATTEST 
 
 
 
Clerk of the Board 
 
 
 
 
Date 
 
 
 
APPROVED AS TO FORM 
 
 
 
 
 
Attorney for Maricopa County 
 
 
 
 
Date 
 
 
 
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Maricopa County Business Associate Agreement 
 
 1 
10/31/2023 
 
 
 
 
 
 
 
MARICOPA COUNTY 
 
BUSINESS ASSOCIATE AGREEMENT 
This BUSINESS ASSOCIATE AGREEMENT (“Agreement”) is effective April 1, 2026 (“Effective Date”) and is entered 
into by MARICOPA COUNTY, by and through its HIPAA-covered component, Maricopa County Sheriff's Office 
(“COUNTY” or “Covered Entity”), and Solari, Inc. (“Business Associate” or “Associate”). This Agreement sets out the 
responsibilities and obligations of Business Associate, as a Business Associate of Maricopa County, a hybrid entity 
with covered components governed by the Health Insurance Portability and Accountability Act (“HIPAA”) and the 
Health Information Technology for Economic and Clinical Health (“HITECH”) Act. 
RECITALS 
This Agreement is made a part of the parties’ contract or engagement letter for services (the “Contract”), pursuant to 
which Business Associate provides services to Maricopa County that involve the use or disclosure of Protected Health 
Information (“PHI”) that Maricopa County may transfer to Business Associate.   
AGREEMENT 
Business Associate and Maricopa County agree to the terms and conditions of this Agreement in order to comply 
with the rules on handling of PHI under the HIPAA Regulations for Privacy of Individually Identifiable Health 
Information, 45 C.F.R. Part 160 and Part 164, Subpart E (“Privacy Rule”), the HIPAA Security Rule, 45 C.F.R. Part 
160 and Part 164, Subpart C (“Security Rule”), and the HIPAA Breach Notification Regulations, 45 C.F.R. Part 164, 
Subpart D (“Breach Notification Rule”), all as amended from time to time.  Business Associate and Maricopa County 
will comply with the terms of this Agreement for the duration of the Contract and for such other continuing periods as 
provided in this Agreement. 
1. Definitions  
a. Unless otherwise provided in this Agreement, all capitalized terms in this Agreement will have the same 
meaning as provided under the Privacy Rule, Security Rule, and the Breach Notification Rule. 
b. “Protected Health Information” or “PHI” means PHI as defined in 45 C.F.R. Part 160 and 164, that is 
received from Maricopa County, or created, maintained, or transmitted on behalf of Maricopa County, by 
Business Associate.  
2. Uses and Disclosure of PHI 
a. Except as otherwise provided in this Agreement or by law, Business Associate may use or disclose PHI 
only for those purposes necessary to perform the services described in the Contract.   
b. Business Associate may use PHI for the proper management and administration of Business Associate’s 
business, or to carry out its legal responsibilities. Business Associate may disclose PHI to a third party for 
such purposes only if: 
i. the disclosure is required by law; or  
ii. Business Associate obtains written assurances, prior to making any disclosure to a third party that the 
third party will (a) hold the PHI confidentially; (b) used or disclose the PHI only as required by law or for 
the purpose for which it was disclosed to the third party; and (c) notify Business Associate of any other 
use or disclosure of PHI. 
c. In accordance with 45 C.F.R. § 164.502(e)(1), if Business Associate’s subcontractor creates, receives, 
maintains, or transmits PHI on behalf of Business Associate, Business Associate will enter into a written 
agreement with such subcontractor that contains the same restrictions and conditions on the use and 
disclosure of PHI as contained in this Agreement. 
d. Business Associate may use and disclose de-identified health information, if (i) the use is disclosed to 
Maricopa County and permitted by Maricopa County in its sole discretion, (ii) that the de-identification is in 
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Maricopa County Business Associate Agreement 
 
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compliance with 45 C.F.R. § 164.502(d), and (iii) the de-identified health information meets the standard 
and implementation specifications for de-identification under 45 C.F.R. § 164.514(a) and (b). Business 
Associate may perform data aggregation services as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B). 
e. To the extent Business Associate is to carry out Maricopa County’s obligations under the Privacy Rule, 
Business Associate will comply with the requirements of the Privacy Rule that apply to Maricopa County’s 
compliance with such obligations. 
3. Safeguards  
a. Business Associate will implement and maintain appropriate safeguards to prevent the use or disclosure of 
PHI other than as provided by this Agreement including administrative, physical, and technical safeguards 
to protect the confidentiality, integrity, and availability of the electronic PHI that Business Associate creates, 
receives, maintains, and transmits on behalf of Maricopa County.  
b. Business Associate agrees to take reasonable steps, including providing adequate training to its 
employees to ensure compliance with this Agreement and to ensure that the actions or omissions of its 
employees or agents do not cause Business Associate to breach the terms of this Agreement.  
c. Upon request of Maricopa County, Business Associate will provide evidence to Maricopa County that these 
safeguards are in place and are properly managed. 
d. Business Associate will comply with the HIPAA Security Rule. 
4. Reporting Improper Use or Disclosure of PHI, Security Incidents, and Breaches 
a. Business Associate will report to Maricopa County in writing any use or disclosure of PHI not provided for 
by this Agreement within 48 hours of when it becomes aware of such.  
b. Business Associate will report to Maricopa County in writing any Security Incident involving unsecured PHI 
of which Business Associate becomes aware. Specifically, Business Associate will report to Maricopa 
County any successful unauthorized access, use, disclosure, modification, or destruction of electronic PHI, 
or interference with system operations in an information system containing electronic PHI, of which 
Business Associate becomes aware within 48 hours of Business Associate learning of such Security 
Incident. Business Associate will also report the aggregate number of unsuccessful, unauthorized attempts 
to access, use, disclose, modify, or destroy electronic PHI or interfere with system operations in an 
information system containing electronic PHI, of which Business Associate becomes aware, provided that: 
i. such reports will be provided only as frequently as the parties mutually agree, but no more than once 
per month; and  
ii. if the definition of “Security Incident” under the Security Standards is amended to remove the 
requirement for reporting “unsuccessful” attempts to use, disclose, modify, or destroy e-PHI, the portion 
of this Section 4 addressing the reporting of unsuccessful, unauthorized attempts will no longer apply 
as of the effective date of such amendment. 
c. Business Associate will report in writing to Maricopa County any Breach of unsecured PHI, as defined in 
the Breach Notification Rule, within 48 hours of Business Associate’s learning of such Breach. Business 
Associate will provide such information to Maricopa County as required in the Breach Notification Rule. 
Business Associate will reimburse Maricopa County for all reasonable expenses incurred in notifying 
individuals of a Breach caused by Business Associate or Business Associate’s subcontractors or agents, 
and for reasonable expenses incurred in mitigating harm to those individuals. Business Associate will also 
defend, hold harmless, and indemnify Maricopa County and its employees, agents, officers, directors, and 
affiliated entities, from and against any claims, losses, damages, liabilities, costs, expenses, penalties, or 
obligations (including attorneys’ fees), which Maricopa County may incur due to a Breach caused by 
Business Associate or Business Associate’s subcontractors or agents.   
d. Business Associate will report in writing to Maricopa County within 48 hours of learning of any potential 
unauthorized use or disclosure, Security Incident, or Breach that may contain PHI and that would take 
more than 48 hours to determine whether PHI was actually involved. 
5. Mitigation of Disclosures of PHI 
Business Associate will take reasonable measures to mitigate, to the extent practicable, any harmful effect that 
is known to Business Associate of any use or disclosure of PHI by Business Associate or its agents or 
subcontractors in violation of the requirements of this Agreement. 
6. Obligations Regarding Business Associate Personnel  
Business Associate will inform all of its employees, agents, and subcontractors (“Business Associate 
Personnel”) who will be involved in providing services related to the Contract, of the Business Associate’s 
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obligations under this Agreement. Business Associate represents and warrants that the Business Associate 
Personnel are under legal obligation to Business Associate, by contract or otherwise, sufficient to enable 
Business Associate to fully comply with the provisions of this Agreement. Business Associate will maintain a 
system of sanctions for any Business Associate Personnel who violates this Agreement.   
7. Audit Report 
a. Upon request, Business Associate will provide Maricopa County, with a copy of its most recent 
independent HIPAA compliance report (AT-C 315), HITRUST certification, or other mutually agreed upon 
independent standards based third party audit report.  
b. Maricopa County agrees not to re-disclose Business Associate’s audit report.  
8. Access to PHI 
a. Within five business days of a request by Maricopa County for access to PHI, Business Associate will make 
the requested PHI available to Maricopa County and will provide copies upon request.  
b. If an individual requests access to an individual’s PHI directly to Business Associate, Business Associate 
will within five business days forward that request in writing to Maricopa County. Maricopa County will be 
responsible for making all determinations regarding the grant or denial of an individual’s request for PHI 
and Business Associate will make no such determinations. Maricopa County will release PHI to an 
individual pursuant to such a request, or direct Business Associate in writing to make the disclosure.  
9. Amendment of PHI 
a. Within five business days of a request and instruction from Maricopa County, Business Associate will 
amend PHI or a record about an individual that is maintained by, or otherwise within the possession of, 
Business Associate in accordance with procedures established by 45 C.F.R. § 164.526.  
b. If an individual requests that Business Associate amend an individual’s PHI, Business Associate within five 
business days will forward this request to Maricopa County. Any decision to amend PHI will be the sole 
responsibility of Maricopa County.  
10. Accounting of Disclosures of PHI  
a. Business Associate will document any disclosures of PHI made by it to account for such disclosures as 
required by 45 C.F.R. § 164.528. Business Associate also will make available information related to such 
disclosures as would be required for Maricopa County to respond to a request for an accounting of 
disclosures in accordance with 45 C.F.R. § 164.528. Business Associate will maintain its record of 
disclosures for six years from the termination of this Agreement. 
b. At a minimum, Business Associate will record the following information:  
i. the date of disclosure of PHI;  
ii. the name of the entity or person who received PHI, and, if known, the address of such entity or person;  
iii. a description of the PHI disclosed; and  
iv. a brief statement of the purpose of the disclosure that includes the basis for such disclosure.  
c. Within five business days of receiving a written request from Maricopa County, Business Associate will 
provide Maricopa County its records of disclosures. 
d. If an individual requests an accounting of disclosures directly from Business Associate, Business Associate 
will within five business days forward the request and its records of disclosures to Maricopa County. 
Maricopa County will be responsible for preparing and delivering the accounting to the individual, and 
Business Associate will not provide an accounting of its disclosures directly to any individual.  
11. Availability of Books and Records 
a. Business Associate will within five business days of Maricopa County’s written request, make available 
during normal business hours at Business Associate’s offices, or otherwise mutually agreed upon location, 
all its internal practices, books, agreements, records, and policies and procedures relating to the use and 
disclosure of PHI for purposes of allowing Maricopa County or its agents or auditors to determine Business 
Associate’s compliance with HIPAA and this Agreement.  
b. Business Associate will make its internal practices, books, and records relating to the use and disclosure of 
PHI available to the Secretary of the Department of Health and Human Services to the extent required for 
determining compliance with the Privacy Rule, or the Breach Notification Rule.  
c. No attorney-client, accountant-client, or other legal privilege will be deemed waived by Business Associate 
or Maricopa County because of this Section. 
12. Restrictions on Use of Disclosure of PHI  
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If Maricopa County advises Business Associate of any changes in, or restrictions to, the permitted use or 
disclosure of PHI, Business Associate will restrict the use or disclosure of PHI consistent with Maricopa 
County’s instructions. 
13. Data Return or Destruction of PHI 
a. Business Associate’s data stewardship does not confer data ownership rights on Business Associate with 
respect to any data shared with it under this Agreement, including all forms thereof.  
b. Within 30 days of termination of the Contract or this Agreement, Business Associate will return to Maricopa 
County all PHI that Business Associate and its subcontractors and agents maintain in any form or format. 
Alternatively, Business Associate may, upon Maricopa County’s consent, destroy all such PHI and provide 
Maricopa County with written documentation of such destruction. Business Associate will be responsible for 
recovering any PHI from its subcontractors and agents, or documenting their destruction of such PHI, 
consistent with this section.  
c. If Business Associate believes that returning or destroying PHI at the termination of this Agreement is 
infeasible, it will provide written notice to Maricopa County within 30 days from the termination of this 
Agreement explaining its circumstances. Maricopa County will promptly respond wither it agrees. If 
Maricopa County agrees, then Business Associate may keep the PHI and will extend all protections, 
limitations, and restrictions of this Agreement to the PHI, and will limit the use and disclosure of the PHI to 
only those circumstances that make return or destruction infeasible. Business Associate will ensure the 
same protections and limitations are followed by its agents and subcontractors. If Maricopa County does 
not agree that that return or destruction of PHI is infeasible, Maricopa County will notify Business 
Associate, and Business Associate and its agents and subcontractors will return or destroy the PHI within 
30 days.      
d. The obligations of Business Associate and contractors or agents of Business Associate under this Section 
shall survive the termination of this Agreement. 
14. Term and Termination  
a. This Agreement will become effective on the date first written above and will continue in effect until all 
obligations of the Parties have been met under the Contract and under this Agreement.  
b. Maricopa County may terminate immediately this Agreement, the Contract, and any other related 
agreements if Maricopa County makes a determination that Business Associate has breached this 
Agreement and Business Associate has failed to cure that breach to Maricopa County’s reasonable 
satisfaction within 30 days after written notice from Maricopa County. Maricopa County may report the 
problem to the Secretary of HHS if termination is not feasible.  
15. General Provisions 
a. Amendments. The parties agree to take such action as is necessary to amend this Agreement from time 
to time as is necessary for Maricopa County and Business Associate to comply with the requirements of 
applicable federal and state law.  All amendments to this Agreement shall be in writing and signed by both 
parties. 
b. Construction of Terms. The terms of this Agreement will be construed considering any applicable 
interpretation or guidance on the Privacy Standards and Security Standards issued by the Department of 
Health and Human Services and other applicable state or federal laws, rules, and regulations as amended 
from time to time. 
c. No Third-Party Beneficiaries. Nothing in this Agreement will confer upon any person other than the 
parties and their respective successors or assigns, any rights, remedies, obligations, or liabilities, 
whatsoever. 
d. Assignment of Rights and Delegation of Duties. This Agreement is binding upon and inures to the 
benefit of the parties and their respective successors and permitted assigns. However, neither party may 
assign any of its rights or delegate any of its obligations under this Agreement without prior written consent 
of the other party, which consent shall not be unreasonable withheld or delayed. 
e. No Waiver. Failure or delay on the part of either party to exercise any right, power, privilege, or remedy 
shall not constitute a waiver. No provision of this Agreement may be waived by either party except by a 
writing signed by an authorized representative of the party making the waiver. 
f. 
Severability. The provisions of this Agreement shall be severable, and if any provision of this Agreement 
shall be held or declared to be illegal, invalid, or unenforceable, the remainder of this Agreement shall 
continue in full force and effect. 
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Maricopa County Business Associate Agreement 
 
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g. Entire Agreement. This Agreement constitutes the entire agreement between the parties with regard to 
the Privacy Rule, Security Rule, and the Breach Notification Rule. There are no understandings or 
agreements relating to this Agreement that are not fully expressed in this Agreement and no change, 
waiver, or discharge of obligations arising under this Agreement will be valid unless in writing and executed 
by the party against whom such change, waiver, or discharge is sought to be enforced. 
h. Written Agreement. This Agreement is considered as an integral part of the underlying Contract and is 
incorporated as though fully set forth within the Contract. This Agreement will govern in the event of conflict 
or inconsistency with any provision of Contract. 
i. 
Venue and Choice of Law. Any suit, action, or other legal proceeding arising out of, or relating to, this 
Agreement shall be brought in the venue designated in the Contract or, if no designation is made, either in 
Maricopa County Superior Court or in the United States District Court for the District of Arizona, sitting in 
Phoenix, Arizona. This Agreement and the rights and obligations of the parties shall be governed by the 
laws of the State of Arizona, without regard to applicable conflict of law principles. 
j. 
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be 
deemed an original and when taken together shall constitute one agreement. 
k. Facsimile and Electronic Signatures. Facsimile and electronic signatures shall be deemed to be original 
signatures for all purposes of this Agreement. 
l. 
Notices. For purposes of this Agreement and complying with all of its provisions, including all reporting, 
notification, and disclosures required in this Agreement or in accordance with applicable law, all notices 
shall be sent in accordance with the notice provisions under the Contract. 
m. Relationship of the Parties. In the performance of the Contract and the duties and obligations described 
in this Agreement, each party is at all times an independent contractor and at no time shall the relationship 
between the parties be construed as a partnership, joint venture, employment, or agency relationship.  
 
Agreed to by Business Associate and Maricopa County: 
MARICOPA COUNTY  
 
 
 
BUSINESS ASSOCIATE 
By:  
  
 
 
 
                  
By:  
  
 
 
 
 
 
Chair, Board of Supervisors 
Name:    
 
 
 
 
Date: 
 
 
 
 
 
 
 
Title:  
  
 
 
 
 
ATTEST: 
            
 
 
 
 
Date:    
 
 
 
 
 
 
 
 
 
 
 
 
Clerk of the Board 
            
 
 
 
 
Date: 
 
 
 
 
 
 
 
APPROVED AS TO FORM: 
 
 
 
 
 
 
 
 
 
Attorney for Maricopa County  
 
 
Date:   
 
 
 
 
 
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CEO
3/31/2026
Justin Chase
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