Extracted text (via pymupdf)
74910 characters
1
CONTRACT FOR SERVICES
MARICOPA COUNTY
by and through the
DEPARTMENT OF PUBLIC HEALTH
4041 N. Central Avenue, #1400, Phoenix, Arizona 85012
AND
DIGNITY HEALTH
350 W. Thomas Rd, Phoenix, Arizona 85013
1.
Contract No:
________
2.
Contract Type: Service
____________
3.
Contract Amount: $__317,400___
4.
Purpose: Community Health Needs Assessment
5.
Start Date: July 1, 2023______
6. Expiration Date: June 30, 2026_____________
_____________________________________________________________________________________________
This Contract for Services (“Contract”) is entered into by and between Dignity Health referred to as “Dignity Health” and
Maricopa County, by and through its Department of Public Health referred to as the “County” or “Contractor.” Dignity Health and
the County are collectively referred to as the “Parties” and individually as a “Party.” County, for and in consideration of the
covenants and conditions set forth, shall provide and perform the services as set forth below. All rights and obligations of the
Parties shall be governed by the terms of this Contract, its exhibits, attachments, and appendices, including any subcontracts or
amendments as set forth herein and in:
Section I
-
General Provisions
Section III
-
Compensation
Section II
-
Scope of Work
Section IV
-
Business Associate Agreement
This Contract contains all the terms and conditions agreed to by the Parties. No other understanding, oral or otherwise, regarding
the subject matter of this Contract shall be deemed to exist or to bind the Parties. Nothing in this Contract shall be construed as
consent to any lawsuit or waiver of any defense in a lawsuit brought against the County or the Dignity Health in any state or federal
court.
Legal Notice under this Contract shall be given by personal delivery or by registered or certified mail, postage prepaid, return
receipt requested, to the addresses set forth below and shall be effective upon receipt by the Party to whom addressed unless
otherwise indicated in the notice.
Notice to: Dignity Health
_______
Phone (602) 406-3918
Address: 350 W. Thomas Road, Phoenix, Arizona 85013
Notice to:
MCDPH Grants/Contract Unit
Phone: (602) 372-0674
Address: 4041 North Central Avenue, Suite #1400, Phoenix, Arizona 85012
IN WITNESS WHEREOF, the Parties enter into this Contract:
DIGNITY HEALTH
MARICOPA COUNTY DEPT OF PUBLIC HEALTH
Signature
Signature
Name
Tim Bricker
Name
Title
SVP Southwest Division, Dignity Health
Title
Chairman, Board of Supervisors
Date
Date
ATTEST:
Signature
ATTEST:
Signature
DocuSign Envelope ID: 3F1E52D0-C3DE-4A1C-9DDF-083EFEAFEAEE
Sep 26, 2023
2
Clerk of the Board
Date
__________________________________
Signature
Signature
Date
Date
Deputy Attorney for Maricopa County
DocuSign Envelope ID: 3F1E52D0-C3DE-4A1C-9DDF-083EFEAFEAEE
SECTION I
GENERAL PROVISIONS
1.
EFFECT
To the extent the Scope of Work conflicts with the General Provisions, the Scope of Work
shall control.
2.
DEFINITIONS
As used throughout this Contract, the following terms shall have the following meanings:
A.
Contract means this document and all exhibits, attachments, appendices, and
amendments to this Contract.
B.
County means Maricopa County, Arizona.
C.
Department means the Maricopa County Department of Public Health (MCDPH).
D.
Director means the Director of the Department.
E.
Funding Source means any federal, state, or private agency funding source that
may impose conditions on the funding that will be passed on to the County.
F.
Designated Record Set means a group of records maintained by or for a covered
entity that comprises medical and billing records about individuals maintained by
or for a covered health care provider; enrollment, payment, claim adjudication, and
case or medical management record systems maintained by or for a health plan,
and other records that are used in whole or in part, by or for the covered entity to
make decisions about individuals.
G.
Healthcare Partner means a person or health care facility licensed, certified, or
otherwise authorized or permitted by law to administer health care in the ordinary
course of business or practice of a profession. This will include Federally Qualified
Healthcare Centers (FQHC), or FQHC look-alike.
3.
GENERAL REQUIREMENTS
A.
The terms of this Contract shall be construed in accordance with Arizona law. Any
lawsuit arising out of this Contract shall be brought in the appropriate court in
Maricopa County, Arizona.
B.
The County shall, without limitation, obtain and maintain all licenses, permits, and
authority necessary to do business, render services, and perform work under this
Contract.
C.
The County is an independent Contractor in the performance of work and the
provision of services under this Contract and is not to be considered an officer,
employee, or agent of Dignity Health.
4.
AMENDMENTS
All amendments to this Contract shall be in writing and signed by the Parties.
DocuSign Envelope ID: 3F1E52D0-C3DE-4A1C-9DDF-083EFEAFEAEE
SECTION I
GENERAL PROVISIONS
4
5.
RETENTION OF RECORDS, AUDITS, AND DISALLOWANCES
A.
This provision applies to all financial and programmatic records, supporting
documents, statistical records, and other records of the County, which are
reasonably considered as relevant to this Contract.
B.
The County shall retain all financial books, records, and other documents relevant
to this Contract for five years after final payment or until after the resolution of any
audit questions, which could take more than five years, whichever is longer. The
County, federal, or state auditors, and any other persons duly authorized by the
County, shall have full access to, and the right to examine, copy, and make use of
any and all such materials.
C.
The County shall reimburse Dignity Health for any payments made under this
Contract that are disallowed by a federal, state, or Maricopa County audit in the
amount of the disallowance.
6.
ASSIGNMENT / SUBCONTRACTING
No rights, liability, obligations, or duties under this Contract may be assigned, delegated,
or subcontracted by the County or Partner without the prior written approval of the other
Party. Any attempt to assign any portion of this Contract without the written consent of the
other Party shall constitute a breach of this Contract. Any assignment shall not alter the
assigner’s responsibility to assure that all the provisions under this Contract are fulfilled
by its assignee. All terms and conditions in this Contract shall be included in any
assignment.
7.
TERMINATION
A.
The County or Dignity Health may terminate this Contract at any time with at least
30 days prior written notice to the other Party. Such notice shall be given by
electronic notice, personal delivery or by Registered or Certified Mail, postage
prepaid and return receipt requested.
B.
This Contract may be terminated by mutual written agreement of the Parties
specifying the termination date.
C.
If not terminated by one of the methods stated above, this Contract shall terminate
on the expiration date of this Contract as stated on the Cover Page.
D.
If either Party defaults under this Contract and the default continues for more than
10 days after the effective date of the other Party’s written notice stating the
specific nature of the default, then the noticing Party may treat the default as a
breach of this Contract. Upon a breach, the aggrieved Party may exercise any
remedy available under the law, including the termination of this Contract.
E.
If more than one activity is funded by this Contract the County may terminate any
part of the Scope of Work obligations without impairing the remaining obligations.
F.
This contract is subject to cancellation pursuant to A.R.S. § 38-511.
DocuSign Envelope ID: 3F1E52D0-C3DE-4A1C-9DDF-083EFEAFEAEE
SECTION I
GENERAL PROVISIONS
5
G.
If Dignity Health terminates this Contract prior to the expiration date, Dignity Health
will remain responsible for payment to County for all work and services performed
through the date of termination and for reimbursement to County of all non-
cancellable commitments incurred in the performance of the work or services.
8.
SEVERABILITY
If a court finds that any provision of this Contract is invalid, all the remaining provisions
shall remain in full force and effect.
9.
STRICT COMPLIANCE
The waiver of a breach may only be made by a writing signed by the waiving Party and
will not constitute a waiver of any other or subsequent breach to affect in any way the
effectiveness or enforceability of the provision in question.
10.
FORCE MAJEURE
Neither Party shall be liable for failure of performance, nor incur any liability to the other
Party on account of any loss or damage resulting from any delay or failure to perform all
or any part of this Contract if such delay or failure is caused by events, occurrences, or
causes beyond the reasonable control and without negligence of the Parties. Such
events, occurrences, or causes will include Acts of God/Nature (including fire, flood,
earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign
enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution,
insurrection, military or usurped power or confiscation, terrorist activities, nationalization,
government sanction, lockout, blockage, embargo, labor dispute, strike, pandemic,
epidemic, interruption or failure of electricity or telecommunication service.
11.
COVENANT AGAINST CONTINGENT FEES
Each Party warrants that no person or selling agency has been employed or retained to
solicit or secure this Contract upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee. Either Party may terminate this Contract without
liability for breach of this warranty.
12.
SAFEGUARDING CLIENT INFORMATION
Each Party shall safeguard all protected health information as required under the Health
Insurance Portability and Accountability Act.
13.
RIGHTS IN PROPERTY AND DATA
Subject to applicable state and federal laws, rules, and regulations, all tangible materials
purchased or acquired by either Party in performance of this Contract shall remain the
property of the Party in possession when the Contract terminates.
Subject to applicable state and federal laws, rules, and regulations, the County shall have
full and complete ownership rights to and the right to reproduce, duplicate, adapt,
distribute, display, disclose and otherwise use all written and electronic information,
DocuSign Envelope ID: 3F1E52D0-C3DE-4A1C-9DDF-083EFEAFEAEE
SECTION I
GENERAL PROVISIONS
6
recordings, reports, findings, research information, abstracts, results, software, data,
discoveries, inventions, procedures and processes of services developed by the County
and any other intangible materials created, prepared or received by the County and its
subcontractors in performance of this Contract. Dignity Health shall have full, complete,
perpetual, irrevocable and non-transferable rights to reproduce, duplicate, adapt, make
derivative works, distribute, display, disclose, publish, and otherwise use all intangible
material solely for non-profit purposes. Dignity Health’s right to use the intangible materials
includes the right to use the intangible materials in connection with its internal, non-profit
research and educational activities, the right to present at academic or professional
meetings or symposia and the right to publish in journals, theses, dissertations or
otherwise while providing proper attribution to the County’s role in the material
development.
14.
NON-DISCRIMINATION
The Parties, in connection with any service or other activity under this Contract, shall not
in any way discriminate against any person on the grounds of race, color, religion, sex,
national origin, age, or disability. The County shall include a clause to this effect in all
Subcontracts incurring to the benefit of the County or Dignity Health.
15.
EQUAL EMPLOYMENT OPPORTUNITY
The Parties shall not discriminate against any employee or applicant for employment
because of race, color, religion, sex, pregnancy, childbirth, or medical conditions related
to pregnancy or childbirth, political affiliation or religious affiliation or ideas, culture, creed,
social origin or condition, genetic information, sexual orientation, gender identity or
expression, national origin, ancestry, age, disability, military service or veteran status, or
marital status. The Parties shall take affirmative action to ensure that applicants are
employed and that employees are treated during employment without regard to their race,
color, religion, sex, pregnancy, childbirth or medical conditions related to pregnancy or
childbirth, political affiliation or religious affiliation or ideas, culture, creed, social origin or
condition, genetic information, sexual orientation, gender identity or expression, national
origin, ancestry, age, disability, military service or veteran status, or marital status. Such
action shall include, but is not limited to, the following: employment, upgrading, demotion
or transfer, recruitment, or recruitment advertising, lay-off or termination, rates of pay or
other forms of compensation, and selection for training, including apprenticeship. The
Parties shall, to the extent such provisions apply, comply with Titles VI and VII of the Civil
Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et seq.); the Rehabilitation Act of
1973, as amended (29 U.S.C. §§ 701, et seq.); the Age Discrimination in Employment Act
of 1967, as amended (29 U.S.C. §§ 621, et seq.); the Immigration Reform and Control Act
of 1986 (Pub. L. No. 99-603) (“IRCA”); and Arizona Executive Order 2009-09, as amended
by Executive Order 2023-01, which mandates that all persons shall have equal access to
employment opportunities. The Parties shall also comply with all applicable provisions of
the Americans with Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.).
16.
RIGHT TO EXTEND CONTRACT
Subject to the availability of funds and acceptable County performance, based upon
mutual agreement by Dignity Health and the County, the Contract may be extended for
one additional month, not to exceed a total extended term of eight months, except that the
cost will be subject to renegotiation.
DocuSign Envelope ID: 3F1E52D0-C3DE-4A1C-9DDF-083EFEAFEAEE
SECTION I
GENERAL PROVISIONS
7
17.
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
A.
The undersigned (an authorized official signing for the County) certifies to the best
of his or her knowledge and belief, that the County, defined as the primary
participant in accordance with 2 CFR Part 180, and its principals and
subcontractors, if any:
1)
are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any federal
department or agency;
2)
have not, within the 3-year period preceding this Contract, been convicted
of or had a civil judgment rendered against them for the commission of
fraud or a criminal offense in connection with obtaining, attempting to
obtain, or performing a public (Federal, State, or local) transaction or
contract under a public transaction; or violated any Federal or State
antitrust statutes; or committed embezzlement, theft, forgery, bribery,
falsification or destruction of records, making false statements, or receiving
stolen property;
3)
are not presently indicted or otherwise criminally or civilly charged by a
government entity (Federal, State, or local) with the commission of any of
the offenses enumerated in paragraph (2) of this certification; and
4)
have not, within the 3-year period preceding this Contract, had one or more
public transactions (Federal, State, or local) terminated for cause or default.
B.
If the County is not able to provide this certification, an explanation as to why shall
be attached to this Contract.
C.
The County 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.
18.
WRITTEN CERTIFICATION PURSUANT TO A.R.S. § 35-393.01.
If Dignity Health engages in for-profit activity and has 10 or more employees, and if this
Contract has a value of $100,000 or more, Dignity Health certifies it is not currently
engaged in, and agrees for the duration of this Contract to not engage in, a boycott of
goods or services from Israel. This certification does not apply to a boycott prohibited by
50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842.
19.
UNIFORM ADMINISTRATIVE REQUIREMENTS
By entering this Contract, the County agrees to comply with all applicable provisions of
Title
2,
Subtitle
A,
Chapter
II, PART
200—UNIFORM
ADMINISTRATIVE
REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL
AWARDS contained in Title 2 C.F.R. § 200 et seq.
DocuSign Envelope ID: 3F1E52D0-C3DE-4A1C-9DDF-083EFEAFEAEE
SECTION I
GENERAL PROVISIONS
8
20.
WRITTEN CERTIFICATION PURSUANT TO A.R.S. § 35-394.
Dignity Health warrants and certifies that it does not currently, and agrees for the
duration of the Contract, that it will not use:
1. The forced labor of ethnic Uyghurs in the People’s Republic of China.
2. Any goods or services produced by the forced labor of ethnic Uyghurs in the
People’s Republic of China.
3. Any contractors, subcontractors or suppliers that use the forced labor or any
goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China. If Dignity Health becomes aware during the term of this
Contract that the Contractor is not in compliance with this paragraph, Dignity
Health shall notify the County within five business days after becoming aware of
the noncompliance. If Dignity Health fails to provide a written certification to the
County that the Dignity Health has remedied the noncompliance within 180 days
after notifying the County of its noncompliance, the Contract terminates, except
that if the Contract termination date occurs before the end of the 180-day period,
the Contract terminates on the Contract termination date.
21.
DISPUTE RESOLUTION
The Parties shall meet and confer to resolve any dispute that arises out of this Contract.
In the event that such informal efforts to resolve the dispute are unsuccessful in 90 days,
the Parties shall resolve the dispute by arbitration pursuant to A.R.S. §§ 12-1518 and §
12-3001, et seq.
22.
CHANGES
A.
The Director may, at any time, by written order and with prior written consent of
Partner, make changes within the scope of this Contract in any one or more of
the following areas:
1) Scope of Work activities reflecting changes in the scope of services, Funding
Source, or County regulations, policies, or requirements.
2) Administrative requirements, such as changes in reporting periods, frequency
of reports, or report formats required by funding source, or County
regulations, policies, or requirements.
3) Contractor reimbursement schedules and program budgets
B.
The Director shall not increase or decrease the maximum reimbursable amount
to be paid the Contractor without an official amendment to this Contract.
Additionally, the Director shall not direct substantive changes in services to be
rendered by the Contractor.
C.
Any dispute or disagreement caused by such written order shall constitute a
"Dispute" within the meaning of the Disputes clause of this Contract and shall be
administered accordingly.
DocuSign Envelope ID: 3F1E52D0-C3DE-4A1C-9DDF-083EFEAFEAEE
SECTION I
GENERAL PROVISIONS
9
23.
SPECIAL REQUIREMENTS
A.
The County shall use written subcontracts, consultant agreements and Business
Associate Agreements that conform to federal and state laws and regulations, and
to the requirements of this Contract appropriate to the service or activity covered
by the subcontract. These provisions apply with equal force to the subcontract as
if the subcontractor were the County referenced herein. The County is responsible
for performing under this Contract whether or not Subcontractors are used. The
County shall submit a copy of each Subcontract to Partner within 15 days of its
effective date.
B.
The County shall include in any subcontracts a provision to the effect that the
subcontractor agrees that Dignity Health shall have access to the subcontractor’s
facilities and the right to examine any books, documents, and records of the
subcontractor, involving transactions related to the subcontract and that such
books, documents, and records shall not be disposed of except as provided herein.
24.
INDEMNITY AND INSURANCE:
Contractor is a self-insured government entity.
Each Party (as "Indemnitor"), to the fullest extent permitted by law, agrees to indemnify,
defend, and hold harmless the other Party (as "Indemnitee") from and against any and all
claims, losses, liability, costs, or expenses (including reasonable attorney's fees)
(hereinafter collectively referred to as "claims") arising out of the negligent performance of
this Contract, but only to the extent that such claims are caused by the act, omission,
negligence, misconduct, or other fault of the Indemnitor, its officers, officials, agents,
employees, or volunteers.
25.
LAWS, RULES, AND REGULATIONS
Dignity Health and the County understand and agree that this Contract is subject to all
applicable state and federal laws, rules, and regulations.
26.
ADVERTISEMENTS
Except as specifically permitted in this Contract, the County shall not use the names or
trademarks of Dignity Health or of any of Dignity Health’s affiliated entities in any
advertising, publicity, endorsement, or promotion unless Dignity Health has provided prior
written consent for the particular use contemplated. All requests for approval pursuant to
this Section must be submitted to Dignity Health, at least 5 business days prior to the date
on which a response is needed. The terms of this section survive the termination,
expiration, non-renewal, or rescission of this Contract.
DocuSign Envelope ID: 3F1E52D0-C3DE-4A1C-9DDF-083EFEAFEAEE
SECTION II
SCOPE OF WORK
10
1.
BACKGROUND
The Patient Protection and Affordable Care Act (ACA) has requirements that nonprofit hospitals
must satisfy to maintain their tax-exempt status under section 501(c) (3) of the Internal Revenue
Code. One such requirement added by the ACA, Section 501(r) of the Code, requires nonprofit
hospitals to conduct a Community Health Needs Assessment (CHNA) and adopt implementation
strategies to address the identified needs for the community at least once every three years. As
part of the CHNA, each hospital is required to collect input from the community from individuals
in the community, including public health experts as well as residents, representatives, or leaders
of low-income, minority, and medically underserved populations. Maricopa County Department of
Public Health (MCDPH) and the Maricopa County Synapse coalition, a coalition of non-profit and
federally qualified health care partners, will work collaboratively to implement a comprehensive
assessment of health needs of residents in Maricopa County.
2.
GOALS
MCDPH is committed to ensuring a comprehensive representation of Maricopa County residents.
Our goals align with Healthy People 2030 and Public Health 3.0 which is guided by addressing
social determinants of health, and increasing capacity building and community collaboration.
o Attain high-quality, longer lives free of preventable disease, disability, injury, and
premature death. *
o Eliminate health disparities, achieve health equity, and attain health literacy to improve the
health and well-being of all. *
o Create social and physical environments that promote attaining the full potential for health
and well-being for all. *
o Promote quality of life, healthy development, and healthy behaviors across all life stages.*
o Engage leadership, key constituents, and the public across multiple sectors to act and
design policies that improve the health and well-being of all. *
*Healthy People 2030 Overarching Goals
Data Collection and Assessments Methodology
MCDPH uses the Mobilizing for Action through Planning and Partnerships (MAPP), which is a
community-driven strategic planning process for improving community health. The MAPP
framework helps communities apply strategic thinking to prioritize public health issues and identify
resources to address them. MAPP is an interactive process that can improve the efficiency,
effectiveness, and ultimately the performance for local public health and healthcare systems
(MAPP, NACCHO.org). For more information visit: https://www.naccho.org/programs/public-
health-infrastructure/performance-improvement/community-health-assessment/mapp
The County conducts the following assessments in alignment with MAPP 2.0: Community Partner
Assessment, Community Status Assessment, and the Community Context Assessment. These
assessments are completed through conducting key informant interviews, focus groups, and
surveys to provide extensive qualitative and quantitative data collection. The County also
analyzes data sets (Per Primary Service Area) and conducts comparisons. These assessments
and analysis are then incorporated with extensive quantitative data sets such as:
o Hospital Discharge Data from ADHS
o Birth/Death from Vital Records
o CDC’s Behavioral Risk Factor Surveillance System
o CDC’s Youth Behavioral Risk Surveillance System
o Arizona Youth Survey
o National Cancer Institute-Cancer Registry
o Healthy People 2023 and other sources that address priority.
DocuSign Envelope ID: 3F1E52D0-C3DE-4A1C-9DDF-083EFEAFEAEE
SECTION II
SCOPE OF WORK
11
3.
SERVICE GOALS:
Service/
Deliverable
County agrees to:
Dignity Health agrees to:
Synapse
Membership
1. Administer and convene meetings of the
Community Health Needs Assessment
Partners Synapse Coalition either virtually or
in-person at minimum 8 times per year, and to
convene joint meetings of the Synapse and
Health Improvement Partnership of Maricopa
County (HIPMC) at minimum 2 times per year.
2. Provide Synapse members with calendar
invites, meeting reminders and minutes, and
access to a shared folder of meeting materials,
recordings, and action items.
3. Provide Synapse members with at minimum
two county points of contact and provide
partner with any changes to assigned staff
and/or contact information within 4 weeks of
changes.
1. Assign and allow at minimum 2 and at
maximum 5 employees for each of the Dignity
Health East Valley and Central/West Valley
Markets to actively participate on the Synapse
coalition as a representative of Dignity Health to
make and/or influence decisions on the
development and implementation of the CHNA
process. For decisions requiring consensus,
Dignity Health East Valley Market and
Central/West Valley Market will each have one
vote.
2. Provide representation at Synapse meetings
to ensure influence on the development of
CHNA and Synapse work.
3. Review and update assigned staff contact
information annually and provide county with
any changes to assigned staff and/or contact
information within 4 weeks of changes.
Partner-
Specific
CHNA and
Prioritization
Strategy
1. Meet with Dignity Health East Valley and
Central/West Valley groups individually within
first 6 months of contract cycle to develop a
workplan timeline for all deliverables that
aligns with Dignity Health needs and county
capacity.
2. Develop a plan for health issue prioritization,
stakeholder/committee engagement, and
report format development tailored to the
healthcare partner.
3. Maintain reliable communication via virtual
meetings, emails, and phone calls as needed
based on the phase of the workplan. County
will provide reminders about meetings and
workplan timelines.
4. Develop meeting agendas and provide
meeting minutes and timeline updates
following all virtual meetings.
5. Set up a process for shared documentation
according to partner's technology permissions,
such as Dropbox, SharePoint, Trello, etc.
6. Within one year following the publication of
Dignity Health’s CHNA, meet with Dignity
Health to review the effectiveness of CHNA
processes, tools, and measures to determine
adjustments for future cycles.
1a. Meet with county within first 6 months of
contract cycle to develop a workplan timeline
for all deliverables that aligns with Dignity
Health needs and county capacity.
1b. At the beginning of workplan timeline
development, provide county with organization-
specific timelines and requirements including
external CHNA submission deadlines, internal
board/committee timelines, deliverable
requirements specific to Dignity Health, and any
necessary approval processes.
2. Develop a plan for health issue prioritization,
stakeholder/committee engagement, and report
format development tailored to Dignity Health
East Valley and Central/West Valley market
needs.
3. Maintain reliable communication via virtual
meetings, emails, and phone calls as needed
based on the phase of the workplan. Lack of
prompt communication from Dignity Health may
result in delays to workplan timelines. County is
not responsible for making up time lost due to
delayed communication by Dignity Health but
will work with the partner to modify the timeline
accordingly.
4. Review meeting agendas, meeting minutes,
updated timeline and provide additions,
corrections, or feedback
5. Verify Dignity Health requirements for shared
documentation and work with county to set up
sharing platform such as Dropbox, SharePoint,
DocuSign Envelope ID: 3F1E52D0-C3DE-4A1C-9DDF-083EFEAFEAEE
SECTION II
SCOPE OF WORK
12
Trello, etc.
Ad-hoc Epi
time
1. Provide prioritized epidemiology and data
analysis assistance for non-CHNA related
requests, up to 30 hours of epi staff time per
year. Requests beyond 30 hours will be
reviewed to determine if an additional fee will
be charged.
1. Provide requests through public data request
portal at https://phdra.maricopa.gov/ at
minimum two weeks in advance of requested
deadline.
Coordinated
CHNA
Development
1. Once per cycle, coordinate development of
CHNA tools and measures including the
community health survey, focus groups, and
key informant interviews with the guidance of
the Synapse coalition. County will work to the
best of their ability to align most updated
CHNA data collection and analysis to include
in partner’s deliverables.
1. Provide timely feedback and direction on
CHNA tools in line with deadlines established
by county team, either via participation in
Synapse meetings or via written response
within three weeks of request.
Coordinated
CHNA Data
Collection
1. Facilitate data collection of CHNA surveys,
focus groups, and key informant interviews
based on strategic sampling goals and a
targeted regional approach.
2. Cover the costs of survey development and
translation, outreach and promotional
materials, communications, internal staff and
contracted community outreach partners, and
data entry using Synapse Fee Fund budget
and other county budget sources.
1a. Promote the CHNA survey, focus groups,
and key informant interviews within Dignity
Health’s East Valley and Central/West Valley
markets according to organization's policies.
This may include sharing the survey to staff,
clients, and community networks via emails,
social media, physical materials, and tabling or
attending events.
1b. Help identify non-traditional opportunities to
promote the CHNA survey in the community
through marketing strategies and public events.
2. One month prior to the launch of the CHNA
survey, provide county with a brief written
description of their intended CHNA survey
promotional strategy and identify opportunities
where county can support.
CHNA Data
Reporting
1. Provide Synapse partners with CHNA
survey analysis with measures analyzed by
county, by region, and for demographic data
including race/ethnicity, gender, and age.
2. Provide reports of qualitative focus group
and key informant interview data, either
produced in-house or via contracted partner.
3. Provide up to 20 non-published additional
qualitative quotes from qualitative dataset to
support data presentations or reports.
1. Provide at minimum 2 weeks’ notice for
additional qualitative quote requests.
Primary
Service Area
(PSA) Data
Analysis
1. Provide the following health indicator data
(detailed below), according to Dignity Health’s
selection for the following PSAs:
i. East Valley Combined PSA
ii. Chandler Regional Medical Center PSA
iii. Mercy Gilbert Medical Center PSA
iv. Arizona General Mesa PSA
v. Arizona General Laveen PSA
vi. Maricopa County PSA:
a.
St. Joseph’s Hospital and Medical
Center
b.
St. Joseph’s Westgate Medical Center
1. Within first 6 months of contract cycle, meet
with county to develop a workplan timeline for
CHNA analysis, prioritization, and reporting that
that aligns with Dignity Health needs and
county capacity.
2. 90 days before draft analysis is due, provide
zip codes for Primary Service Areas (PSA) of
analysis. Zip codes may be modified up until
indicator request is submitted (60 days before
draft analysis is due).
3. 60 days before draft indicator analysis is due,
DocuSign Envelope ID: 3F1E52D0-C3DE-4A1C-9DDF-083EFEAFEAEE
SECTION II
SCOPE OF WORK
13
c.
Arizona Specialty Hospital
d.
Arizona Spine and Joint Hospital
e.
East Valley Rehabilitation Hospital
f.
OASIS Hospital
2. Provide a draft of analysis within 60 days of
Dignity Health indicator selection
3. Provide a final analysis within 30 days of
Dignity Health feedback
Data: Common health indicator report basic
age-adjusted rates for one PSA (individual or
combined) by the following subgroups: overall
population, gender, race/ethnicity, and age.
The geography will also include overall
Maricopa county-level rates for each indicator.
Rates include inpatient hospitalizations,
emergency department visits, and deaths.
Format: Excel workbook including tabs with
the following information: overall rates per
indicator, individual tabs for each health
indicator with rates by subgroup and PSA (if
FQHC), screenshots from mapping tools, and
demographics of the PSA, etc. Due to the size
of the workbook, the data will be sent via
agreed-upon sharing format.
Source: The most recently available data from
Arizona Department of Health Services
Hospital Discharge Data and Vital Statistics,
Behavioral Risk Factor Surveillance System,
Youth Risk Behavioral Survey, PolicyMap,
Census.gov, and other sources as available.
Note: each data source has a different lag
period of when it becomes available, which
may limit the recency of data provided.
Census-released population data is needed to
calculate rates, which may delay analysis of
any recent data received.
provide county staff with list of indicator request
from the “Common health indicator list.”
4. Within 30 days of draft indicator analysis
submission, provide feedback and request for
any additional analyses.
5. Provide at minimum 2 weeks’ notice for any
additional requests or data modifications.
Facilitated
Prioritization
1. Co-design facilitation strategies for Dignity
Health’s East Valley and Central/West Valley
Markets prioritization sessions and
presentations to gather feedback and receive
approval from necessary committees.
2. For each of the East Valley and
Central/West Valley Markets, develop a slide
deck including up to 45 slides of data analysis
as well as additional slides containing
background information, polling questions, etc.
Iterations of slide decks throughout the
prioritization process may involve updating or
modifying the content or layout of the data
analysis slides.
3. Prepare interactive virtual and/or physical
materials to generate participant feedback and
polling.
1. Co-design facilitation strategies for Dignity
Health’s East Valley and Central/West Valley
Markets prioritization sessions and
presentations to gather feedback and receive
approval from necessary committees.
2. Provide direction and feedback to county
regarding presentation content and materials.
3a. Convene, register, and host presentations
whether in-person or virtual.
3b. Schedule presentations requiring county
staff participation at least 4 weeks in advance to
ensure staff availability.
3c. Provide any refreshments or materials used
during in-person meetings (e.g., poster boards,
printed materials, etc.).
DocuSign Envelope ID: 3F1E52D0-C3DE-4A1C-9DDF-083EFEAFEAEE
SECTION II
SCOPE OF WORK
14
4. For each of the East Valley and
Central/West Valley Markets, provide up to 10
cumulative hours of presentation time to
boards/committees in a virtual or in-person
format. Presentation time beyond 10 hours
may be provided for an additional fee.
Executive
Summaries
1. Produce a 5–10-page final executive
summary following template and deadline
determined by Dignity Health and county for
the following PSAs:
i. East Valley Combined PSA
ii. Chandler Regional Medical Center PSA
iii. Mercy Gilbert Medical Center PSA
iv. Arizona General Mesa PSA
v. Arizona General Laveen PSA
vi. Maricopa County PSA:
a. St. Joseph’s Hospital and Medical
Center
b. St. Joseph’s Westgate Medical Center
2. Include relevant, high-level disparities and
key findings from CHNA Data Reporting, PSA
Data Analysis, and Facilitated Prioritization
where applicable
3. Provide at least one draft with up to four
drafts of the executive summary to Dignity
Health for review and approval prior to final
draft.
4. Collaborate with Dignity Health’s
marketing/communications team to develop
final executive summary design as requested
by Dignity Health and provided in Word and
PDF files.
1. Six months prior to executive summary
deadline, provide County with Dignity Health
branding guide (i.e., logo, colors/patterns,
typography, facility images).
2. At the beginning of the executive summary
development process, involve and define roles
of relevant Dignity Health staff such as program
managers, compliance officers, marketing staff,
etc.
3. Provide feedback within two weeks of
executive summary draft submissions to Dignity
Health or according to agreed-upon timeline.
4. Include Maricopa County Public Health logo
in final published executive summaries.
CHNA Report
1. Produce a final IRS-compliant Community
Health Needs Assessment report1 following
template and deadline determined by Dignity
Health and county for the following
PSAs/Facility groups:
i. Chandler Regional Medical Center
ii. Mercy Gilbert Medical Center
iii. Arizona General Mesa
iv. Arizona General Laveen
v. St. Joseph’s Hospital and Medical Center
vi. St. Joseph’s Westgate Medical Center
vii. Combined Joint Venture Report:
a. Arizona Specialty Hospital
b. Arizona Spine and Joint Hospital
c. East Valley Rehabilitation Hospital
d. OASIS Hospital
2. Include information from CHNA Data
Reporting, PSA Data Analysis, and Facilitated
Prioritization.
1. Within first 6 months of contract cycle,
provide county with CHNA submission
deadlines including internal board/committee
approval and final IRS deadline.
2. At the beginning of the report development
process, involve and define roles of relevant
Dignity Health staff such as program managers,
compliance officers, marketing staff, etc.
3. Provide County with CHNA report template
or description of report component
format/content requirements/images as
specified by Dignity Health system office.
4. Complete designated sections of CHNA
report specific to Dignity Health background.
5. Provide feedback within two weeks of draft
submissions or according to agreed-upon
timeline.
6. If desired, produce final report formats
DocuSign Envelope ID: 3F1E52D0-C3DE-4A1C-9DDF-083EFEAFEAEE
SECTION II
SCOPE OF WORK
15
3. Provide at least one draft with up to four
drafts of each report to Dignity Health for
review and approval prior to final draft.
4. Collaborate with marketing/communications
team to develop final report design as
requested by Dignity Health and provided in
Word and PDF.
1According to IRS posted requirements
https://www.irs.gov/charities-non-
profits/community-health-needs-assessment-
for-charitable-hospital-organizations-section-
501r3
beyond Word or PDF (e.g., dashboard,
webpage integration, etc.)
7. Include Maricopa County Public Health logo
in final published report and acknowledge
support of MCDPH CHNA Team.
DocuSign Envelope ID: 3F1E52D0-C3DE-4A1C-9DDF-083EFEAFEAEE
SECTION III
COMPENSATION
16
1.
COMPENSATION
A. Subject to the availability of funds, Dignity Health shall pay the County for the
services described herein for a sum not to exceed the Contract Amount listed on the
cover page of this Contract in equal yearly installments of $105,800 over the three-
year term of this Contract.
B. Dignity Health shall pay the County an amount not to exceed (NTE) $317,400 for the
life of this Contract. Partners can add additional services during the contract cycle.
Any additional service that is added, the partner will retroactively pay for that service
for the duration of the contract. Please refer to price sheet for additional services.
Base Package
(Includes 1 PSA
analysis + 1 Report)
PSA Analysis
Report
Executive
Summary
Total
Annual
Cost
Annual Cost per Service
$15,600
$7,600
$8,000
$700
Chandler Regional Medical Center
$15,600
Included +
$1,900*
Included
$875*
$18,375
Mercy Gilbert Medical Center
---
$9,500*
$8,000
$875*
$18,375
AZ General Laveen
---
$9,500*
$8,000
$875*
$18,375
AZ General Mesa
---
$9,500*
$8,000
$875*
$18,375
St. Joseph's Hospital and Medical
Center
$15,600
Included
Included
$700
$16,300
St. Joseph's Westgate Medical
Center
---
---
$8,000
---
$8,000
Combined Joint Ventures
---
---
$8,000
---
$8,000
*Facility PSA + (0.25) x Combined EV PSA Service
2.
METHOD OF PAYMENT
A. Invoice with net 45 terms.
B. Invoices shall be submitted to:
Sonora Crittenden
Community Benefit Department
St. Joseph’s Hospital and Medical Center
Dignity Health info:
Kathleen.Dowler@CommonSpirit.org
Sonora.Crittenden@CommonSpirit.org
DocuSign Envelope ID: 3F1E52D0-C3DE-4A1C-9DDF-083EFEAFEAEE
SECTION III
COMPENSATION
17
3.
NOTICE
Any notice given under this Contract shall be sent to the attention of the
following:
Maricopa County
Department of Public Health,
Office of Community Empowerment
Dignity Health
4041 N. Central Avenue
350 West Thomas Road, Attn:
Community Benefit & Health Equity
Suite #600
Suite 100
Phoenix, AZ 85012
Phoenix, AZ 85213
Maricopa County
Department of Public Health
Grants and Contracts Unit
4041 N. Central Ave #1400
Phoenix, AZ 85012
DocuSign Envelope ID: 3F1E52D0-C3DE-4A1C-9DDF-083EFEAFEAEE
SECTION IV BUSINESS ASSOCIATE AGREEMENT
18
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement (“BAA”) sets out the responsibilities and obligations of
Maricopa County Department of Public Health ("Associate") as a Business Associate (as defined at 45
C.F.R.§ 160.103) of Dignity Health (“DIGNITY HEALTH”) pursuant to the agreement between Associate
and Dignity Health dated ___________________, as well as all future agreements entered into by the
Parties (collectively, the “Agreement”). Associate and Dignity Health (individually a "Party" and collectively
the "Parties") agree to the terms and conditions of this BAA in order to comply with the use and disclosure
of Protected Health Information (“PHI”) (as defined at 45 C.F.R.§ 160.103) provisions of the Standards for
Privacy of Individually Identifiable Health Information, at 45 C.F.R. Parts 160 and 164, Subparts A and E,
as amended from time to time (the “Privacy Rule”); the Security Standards for the Protection of Electronic
PHI, 45 C.F.R. Parts 160 and 164, Subparts A and C (the "Security Rule"); and the standards for Notification
in the Case of Breach of Unsecured PHI, 45 C.F.R. Part 164, Subpart D (the "Breach Notification Rule")
(collectively, the “HIPAA Rules”). Unless otherwise provided herein, all capitalized terms in this BAA will
have the same meaning as provided under the HIPAA Rules and HITECH (as defined below). Associate
and Dignity Health will comply with the terms of this BAA for the duration of the Agreement and for such
other continuing periods as provided in this BAA. This BAA shall supersede any and all prior business
associate agreements entered into between the Parties.
1. USES AND DISCLOSURES OF PROTECTED HEALTH INFORMATION.
a. Performance of Services. Associate will use and disclose PHI only for those purposes necessary
to perform its duties, obligations, and functions under the Agreement, or as otherwise expressly
permitted or required by this BAA or as Required by Law. Associate will not use or further disclose
any PHI in violation of this BAA or in a manner that, if done by Dignity Health, would violate the
Privacy Rule.
b. Limited Data Sets. Associate will limit any uses, disclosures, or requests of PHI to a Limited Data
Set, as defined in 45 C.F.R. § 164.514(e)(2), or if needed by Associate to the minimum necessary
PHI required to accomplish the intended purpose of the use, disclosure, or request, as defined by
the Privacy Rule, pursuant to the Health Information Technology for Economic and Clinical Health
Act (“HITECH”), and any regulations or guidance promulgated thereunder by the Secretary. For
any disclosures of PHI pursuant to this BAA, the Party disclosing the PHI shall determine what
constitutes the minimum necessary to accomplish the intended purpose of the disclosure.
c. Data Aggregation. Associate may use PHI to perform data aggregation services as permitted by
45 C.F.R. § 164.504(e)(2)(i)(B).
d. Associate’s Management and Administration. Associate may use or disclose PHI for the
necessary management and administration of Associate, or to carry out the legal responsibilities of
Associate, provided that if Associate makes a disclosure of PHI:
i. The disclosure is Required by Law; or
ii. Associate first secures written assurances from the receiving party that the
receiving party will: (i) hold the PHI confidentially; (ii) use or disclose the PHI only
as required by law or for the purposes for which it was disclosed to the recipient;
and (iii) notify the Associate of any breaches in the confidentiality of the PHI.
Notwithstanding the foregoing, the Parties explicitly agree that unless the de-identification
requirements in Section 1(e) of this BAA are met, Associate’s use of PHI in demonstrating its
services or product to an outside third party is strictly prohibited by this BAA.
e. De-Identification. Associate may de-identify the PHI, provided that such de-identification is in
accordance with 45 C.F.R. § 164.514(b)92) and such resulting de-identified information is only
used or disclosed for Associate’s internal business purposes. Associate may not commercialize or
sell the de-identified information to a third party.
DocuSign Envelope ID: 3F1E52D0-C3DE-4A1C-9DDF-083EFEAFEAEE
SECTION IV BUSINESS ASSOCIATE AGREEMENT
19
f.
Prohibition on Off-Shoring PHI. Associate agrees that no PHI may be created, received,
maintained, accessed, or transmitted outside of the United States of America, which shall be
construed as one of the fifty United States or one of the United States territories (i.e., American
Samoa, Guam, Northern Mariana Islands, Puerto Rico, and Virgin Islands).
2.
SAFEGUARDS FOR PROTECTED HEALTH INFORMATION. Associate will implement
appropriate safeguards to prevent any use or disclosure of PHI not otherwise permitted in this BAA.
Associate also will implement administrative, physical, and technical safeguards to protect the
confidentiality, integrity, and availability of the electronic PHI, if any, that Associate creates,
receives, maintains, or transmits on behalf of Dignity Health. Associate will also comply with the
applicable requirements of Subpart C of Part 164 of the Security Rule in the same manner such
provisions apply to Dignity Health.
3.
REPORTS OF IMPERMISSIBLE USE OR DISCLOSURE.
a. Notification of an Impermissible Use or Disclosure of PHI. Associate will report to Dignity
Health any use or disclosure of PHI not permitted by this BAA, including any Breach of Unsecured
PHI, as soon as reasonably practicable but in all events, within five (5) business days of its
discovery.
b. Notification of Security Incidents. Associate also will report to Dignity Health any Security
Incident of which it becomes aware within five (5) business days of its discovery. Notwithstanding
the foregoing, Associate and Dignity Health acknowledge the ongoing existence and occurrence of
attempted but unsuccessful Security Incidents that are trivial in nature, such as pings and port
scans, and Dignity Health acknowledges and agrees no additional notification to Dignity Health of
such unsuccessful Security Incidents is required. However, to the extent that Associate becomes
aware of an unusually high number or pattern of unsuccessful Security Incidents due to the
repeated acts of a single party, Associate shall notify Dignity Health of these attempts and provide
the name, if available, of said party. At the request of Dignity Health, Associate shall use its best
efforts to identify the date of the Security Incident, Associate’s response to the Security Incident
and the identification of the party responsible for causing the Security Incident, if known.
c. Content of Notifications. Associate's notices provided under this Section 3 will include, to the
extent possible, the identification of each Individual whose PHI has been, or is reasonably believed
by Associate to have been, accessed, acquired, used, or disclosed during or as a result of the
impermissible use or disclosure of PHI, or a Security Incident (“Security Event”). Associate shall
also provide Dignity Health with at least the following information: a description of the Security
Event, including the date of the Security Event and date of discovery, if known; a description of the
types of PHI involved in the Security Event; any steps Individuals should take to protect themselves
from potential harm as a result of the Security Event; and any other information requested by Dignity
Health related to the Security Event. Associate shall supplement such notice with further
information as it becomes available, even if such information becomes available after Individuals
have been notified of the Security Event.
d. Cooperation by Associate. Associate agrees to cooperate with Dignity Health in the investigation
of a Security Event and understands and agrees that Dignity Health in its sole discretion will
determine whether or not a Security Event is a Breach and/or triggers notification obligations.
e. Obligation to Provide Notifications. In the event that Associate, or its Workforce members or
Subcontractors cause a Security Event, or a Security Event occurs while PHI is in Associate’s
possession or is being transmitted by Associate, Associate agrees that Dignity Health may, in its
sole discretion, require Associate to provide all notifications that Dignity Health is required to make
pursuant to the Breach Notification Rule and any other applicable laws. Dignity Health shall have
the right to review, direct, and approve or reject the contents or manner of such notifications.
f.
Cost Reimbursement and Indemnification. Associate also agrees to indemnify and reimburse
DocuSign Envelope ID: 3F1E52D0-C3DE-4A1C-9DDF-083EFEAFEAEE
SECTION IV BUSINESS ASSOCIATE AGREEMENT
20
Dignity Health for any costs incurred in investigating, mitigating, and otherwise responding to a
Security Event caused by Associate or its Workforce or Subcontractors, or a Security Event occurs
while PHI is in Associate’s possession or is being transmitted by Associate, including costs related
to providing legally required notifications, as well as credit monitoring services for at least one (1)
year to the extent the Security Event involved social security numbers or financial account
information.
4.
SUBCONTRACTORS. In accordance with 45 C.F.R. §§ 164.308(b)(2) and 164.502(e)(1)(ii), if
Associate provides PHI to a Subcontractor, Associate shall ensure that the Subcontractor agrees
in writing to substantially the same, but at least as stringent and protective as to Dignity Health and
the PHI, as the restrictions and conditions that apply in this BAA to Associate with respect to such
information, including the safeguards required by Section 2. Associate shall maintain a list of its
Subcontractors and will provide Dignity Health with a copy of such list upon reasonable request.
5.
OBLIGATIONS REGARDING ASSOCIATE PERSONNEL. Associate will appropriately inform
and train all of its Workforce members (“Associate Personnel”), whose services may be used to
satisfy Associate’s obligations under the Agreement and this BAA of such Associate Personnel’s
HIPAA Rule and HITECH obligations so as to enable Associate to comply with the terms of this
BAA. Associate represents and warrants that the Associate Personnel are under legal obligation
to Associate, by contract or otherwise, sufficient to enable Associate to fully comply with the
provisions of this BAA.
6.
ACCESS TO PHI.
a. Dignity Health Access. Within five (5) business days of a request by Dignity Health for access to
PHI held by Associate in a Designated Record Set, Associate will make the requested PHI available
to Dignity Health, in the time, manner, and format requested by Dignity Health, including
electronically if Associate maintains the PHI electronically and the requested form and format is
readily producible, or, if not, in a readable electronic form and format as agreed to by Dignity Health
and the Individual. Any fee that Associate may charge for providing the access required hereunder
must be reasonable, cost-based, and determined in accordance with 45 C.F.R. § 164.524(c)(4).
b. Individual Access. If an Individual requests access to PHI directly from Associate, Associate will
notify the Individual that it will forward the request to Dignity Health. Within five (5) business days
of the request, Associate will forward such request in writing to Dignity Health. Dignity Health will
be responsible for making all determinations regarding the grant or denial of an Individual’s request
for PHI and Associate will make no such determinations. Only Dignity Health will release PHI to the
Individual pursuant to such a request.
7.
AMENDMENT OF PHI. Within five (5) business days of receiving a request from Dignity Health to
amend an Individual’s PHI held by Associate in a Designated Record Set, Associate will provide
such information to Dignity Health for amendment. If Dignity Health 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 Dignity Health request. Associate will forward to Dignity
Health within five (5) business days any requests by Individuals to Associate to amend PHI within
its or Dignity Health’s possession. Dignity Health will be responsible for making all determinations
regarding amendments to PHI, and Associate will make no such determinations.
8.
ACCOUNTING OF DISCLOSURES; REQUESTS FOR DISCLOSURE.
a. Disclosure Records. Associate agrees to document such disclosures of PHI and information
related to such disclosures as would be required for Dignity Health to respond to a request by an
Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528. As of
the compliance date set forth in the regulations promulgated under HITECH or as otherwise
determined by the Secretary, in addition to the accounting of disclosure obligations required under
45 C.F.R. § 164.528, Associate shall account for all disclosures of PHI made through an Electronic
Health Record in accordance with all applicable regulations.
DocuSign Envelope ID: 3F1E52D0-C3DE-4A1C-9DDF-083EFEAFEAEE
SECTION IV BUSINESS ASSOCIATE AGREEMENT
21
b. Data Regarding Disclosures. For each disclosure for which Associate must maintain
documentation under Section 8(a), Associate will record and maintain the following information:
The date of disclosure.
The name of the entity or person who received the PHI, and the address of such
entity or person, if known.
A description of the PHI disclosed; and
A brief statement of the purpose of the disclosure.
c. Individual Request for Disclosure Records. Within five (5) business days of receipt of a notice
from Dignity Health to Associate of an Individual’s request for an accounting of disclosures,
Associate will provide Dignity Health with the record of disclosures requested in the notice.
d. Individual Request to Associate. If an Individual requests an accounting of disclosures directly
from Associate, Associate will notify the Individual that he or she will receive such accounting from
Dignity Health. Associate will forward the request to Dignity Health within five (5) business days of
Associate’s receipt of the request and will make its records of disclosures available to Dignity Health
as otherwise provided in this Section. Dignity Health will be responsible for preparation and delivery
of the records of disclosure to the Individual. Associate will not provide an accounting of its
disclosures directly to the Individual.
e. Survival of Obligations. Associate’s obligations related to maintaining a disclosure record and
providing the disclosure record to Dignity Health as required by this Section 8 shall survive for six
(6) years from the effective date of the relevant Agreement, Associate shall provide Dignity Health
with its disclosure record which reflects disclosures made by Associate over the six (6) years
immediately preceding the date of termination.
9.
REQUESTS FOR RESTRICTIONS. If Dignity Health advises Associate of any changes in, or
restrictions to the permitted use or disclosure of PHI provided to Associate, Associate will restrict
use or disclosure of PHI consistent with Dignity Health instructions. If Associate receives a request
to restrict the disclosure of PHI directly from an Individual, Associate shall promptly notify Dignity
Health of such request, and Dignity Health shall be responsible for making the determination as to
whether Associate shall comply with the Individual's request.
10.
DELEGATION OF OBLIGATIONS. To the extent Associate is clearly required by the terms of the
Agreement to carry out Dignity Health obligations under the Privacy Rule, Associate shall comply
with the requirements of the Privacy Rule that apply to Dignity Health in the performance of such
delegated obligations.
11.
MITIGATION PROCEDURES. Associate will mitigate, to the maximum extent practicable, any
harmful effect that is known to Associate arising from its, its Workforce’s, or its Subcontractors’ Use
or Disclosure of PHI in a manner that violates this BAA.
12.
INDEMNIFICATION. The following indemnification provisions shall apply to this BAA and shall
survive the termination of the Agreement or this BAA:
a. To the fullest extent permitted by law, Associate, its successors, assigns and guarantors, shall pay,
defend, indemnify and hold harmless Dignity Health, its agents, representatives, officers, directors,
officials and employees from and against all allegations, demands, proceedings, investigations or
audits by state or federal government agencies, suits, actions, claims, damages, liability, penalties,
losses, expenses, including but not limited to, attorney fees, defense costs, court costs, the cost of
appellate proceedings, and the costs of responding to and defending against an investigation or
audit, and all claim adjusting and handling expenses, related to, arising from or out of or resulting
from any actions, acts, errors, mistakes or omissions caused in whole or part by Associate relating
to work or services in the performance of this BAA, including but not limited to, any Subcontractor,
or Associate’s or Subcontractor’s Workforce, regardless of whether or not caused in part by the
DocuSign Envelope ID: 3F1E52D0-C3DE-4A1C-9DDF-083EFEAFEAEE
SECTION IV BUSINESS ASSOCIATE AGREEMENT
22
active or passive negligence of a party indemnified hereunder including Dignity Health, its agents,
representatives, officers, directors, officials and employees.
b. If any claim, action or proceeding is brought against Dignity Health by reason of any event that is
the subject of this BAA and or described herein, upon demand made by Dignity Health, Associate,
at its sole cost and expense, shall pay, resist or defend such claim or action on behalf of Dignity
Health by an attorney hired by Associate, or if covered by insurance, Associate’s insurer, all of
which must be approved by Dignity Health, which approval shall not be unreasonably withheld or
delayed. Dignity Health shall cooperate with all reasonable efforts in the handling and defense of
such claim. Included in the foregoing, Dignity Health may engage its own attorney to defend or
assist in its defense. Any settlement of claims shall fully release and discharge the indemnified
parties from any further liability for those claims. The release and discharge shall be in writing and
shall be subject to approval by Dignity Health, which approval shall not be unreasonably withheld
or delayed. If Associate neglects or refuses to defend Dignity Health as provided by this BAA, any
recovery or judgment against Dignity Health for a claim covered under this BAA shall conclusively
establish Associate’s liability to Dignity Health in connection with such recovery, fine, penalty, or
judgment. Further, if Dignity Health desires to settle such dispute, Dignity Health shall be entitled
to settle such dispute in good faith and Associate shall be liable for the amount of such settlements.
Regardless of settlement, fine, penalty, or judgment, Associate shall be liable for all expenses
connected to the defense, including reasonable attorney fees, and other investigative and claims
adjusting expenses.
c. Any limitations of liability contained in the Agreement shall not apply to the indemnification
requirements of this Section.
d. In addition to the indemnification obligations set forth herein, Associate shall make itself and any
Subcontractors or Workforce members assisting Associate in the performance of its obligations
under the Agreement or this BAA available to Dignity Health, at no cost to Dignity Health, to testify
as witnesses, or otherwise, in the event of litigation or administrative proceedings being
commenced against Dignity Health, its directors, officers or employees based upon a claim of
violation of HIPAA, the HITECH Act, the HIPAA Rules, or other laws related to security and privacy
by Associate or its Subcontractors or Workforce members.
e. This Section shall survive termination of this BAA.
13.
RESPONSIBILITIES UPON TERMINATION.
a. Return of PHI, Destruction. Within fifteen (15) days of termination of this BAA, Associate will
return to Dignity Health all PHI received from Dignity Health or created or received by Associate on
behalf of Dignity Health which Associate maintains in any form or format (including copies thereof),
and Associate will not maintain or keep in any form or format any portion of the PHI. Alternatively,
Associate may, upon Dignity Health written consent, destroy all such PHI and provide written
documentation of such destruction to Associate. The requirement to return or destroy such PHI
will apply to all Subcontractors of Associate. Associate will be responsible for recovering any PHI
from such Subcontractors. If Associate cannot obtain the PHI from any Subcontractor, Associate
will so notify Dignity Health and will require that such Subcontractor directly return PHI to Dignity
Health or otherwise destroy such PHI, subject to the terms of this Section.
b. Return or Destruction of PHI Infeasible. If Associate believes that returning or destroying PHI
in its or its Subcontractors' possession at the termination of this BAA is infeasible, it will provide
written notice to Dignity Health within five (5) business days of the effective date of termination of
this BAA. Such notice will set forth the circumstances that Associate believes makes the return or
destruction of PHI infeasible and the alternative measures that Associate recommends for assuring
the continued confidentiality and security of the PHI. Dignity Health promptly will notify Associate
of whether it agrees that the return or destruction of PHI is infeasible. If Dignity Health agrees that
return or destruction of PHI is infeasible, Associate agrees to extend all protections, limitations, and
restrictions of this BAA to the PHI retained after termination of this BAA and to limit further uses or
DocuSign Envelope ID: 3F1E52D0-C3DE-4A1C-9DDF-083EFEAFEAEE
SECTION IV BUSINESS ASSOCIATE AGREEMENT
23
disclosures to those purposes that make the return or destruction of the PHI infeasible. Any such
extended protections, limitations and restrictions will apply to any Subcontractors of Associate for
whom return, or destruction of PHI is determined by Dignity Health to be infeasible. If Dignity Health
does not agree that the return or destruction of PHI from Associate or its Subcontractors is
infeasible, Dignity Health will provide Associate with written notice of its decision, and Associate
and its Subcontractors will proceed with the return or destruction of the PHI pursuant to the terms
of this Section within fifteen (15) days of the date of Dignity Health notice.
14.
TERMINATION. Dignity Health and Associate may immediately terminate this BAA upon written
notice to the other Party if Dignity Health or Associate determines in its discretion that the other
Party has breached a material term of this BAA. Alternatively, the non-breaching Party may elect
to provide the breaching Party with thirty (30) days’ advance written notice of the breaching Party's
breach of any term or condition of this BAA and afford the breaching Party the opportunity to cure
the breach to the satisfaction of the non-breaching Party within twenty (20) days of such notice. If
the breaching Party fails to timely cure the breach, as determined by the non-Breaching Party, the
BAA will terminate this BAA as provided in the non-breaching Party's notice. This BAA will
automatically terminate upon expiration or termination of the last effective Agreement between the
Parties unless the Parties explicitly agree in writing to extend the term of this BAA beyond the
expiration or termination of the last effective Agreement.
15.
ASSOCIATE BOOKS AND RECORDS.
a. Dignity Health Access. Following a Security Event, or for purposes of Dignity Health responding
to a government inquiry or judicial or administrative process, Associate will, within five (5) business
days of Dignity Health written request, make available during normal business hours at Associate’s
offices, all records, books, agreements, policies, and procedures relating to the use or disclosure
of PHI for the purpose of allowing Dignity Health to determine Associate’s compliance with the
Agreement and this BAA.
b. Government Access. Associate will make its internal practices, books and records on the use
and disclosure of PHI available to the Secretary to the extent required for determining compliance
with the Privacy Rule. Notwithstanding this provision, no attorney-client, accountant-client, or other
legal privilege will be deemed waived by Associate or Dignity Health as a result of this Section.
Associate shall also make its policies and procedures, and documentation required by the Security
Rule relating to the safeguards in Section 2, available to the Secretary for purposes of determining
Dignity Health and Associate’s compliance with the Security Rule.
16.
NOTICES.
a. Any notices required under this BAA will be sent to the Parties at the following address by first class
mail, fax, or hand delivery:
DIGNITY HEALTH MARICOPA COUNTY DEPARTMENT OF PUBLIC HEALTH
350 W. Thomas Rd
4041 N. Central Avenue, Suite 1400
Phoenix, AZ 85013
Phoenix, AZ 85012
Fax:
Fax:602-506-6885
Attn: Sonora Crittenden,
Attn: Annie Daymude
Community Benefit Dept
b. Any notice, report or other communication required under this BAA shall be in writing and shall be
delivered personally, telegraphed, emailed, sent by facsimile transmission, or sent by U.S. mail.
17.
MISCELLANEOUS.
a. Relationship of Parties. In the performance of the work, duties and obligations described in this
BAA or the Agreement, the Parties acknowledge and agree that each Party is at all times acting
DocuSign Envelope ID: 3F1E52D0-C3DE-4A1C-9DDF-083EFEAFEAEE
SECTION IV BUSINESS ASSOCIATE AGREEMENT
24
and performing as an independent contractor and at no time shall the relationship between the
Parties be construed as a partnership, joint venture, employment, principal / agent relationship, or
master / servant relationship.
b. Regulatory References. A reference in this BAA to a section in the HIPAA Rules means the
section as in effect or as amended and for which compliance is required.
c. Amendment. No change, amendment, or modification of this BAA shall be valid unless set forth
in writing and agreed to by both Parties. Notwithstanding the foregoing, the Parties acknowledge
that state and federal laws relating to electronic data security and privacy are rapidly evolving and
that amendment of this BAA may be required to ensure compliance with such developments. The
Parties specifically agree to take such action as may be necessary from time to time for the Parties
to comply with the requirements of the HIPAA Rules and HITECH. Dignity Health shall provide
written notice to Associate to the extent that any final regulation or amendment to the HIPAA Rules
promulgated by the Secretary requires an amendment to this BAA. The Parties agree to negotiate
an amendment to this BAA in good faith; however, either Party may terminate this BAA upon ninety
(90) days written notice to the other Party if the Parties are unable to reach an agreement.
d. Interpretation. Any ambiguity in this BAA shall be resolved to permit Dignity Health and Associate
to comply with the HIPAA Rules and HITECH. The provisions of this BAA shall prevail over any
provisions in the Agreement that may conflict or appear inconsistent with any provision in this BAA,
provided that any provision in the Agreement that is more stringent or protective of PHI than the
terms of this BAA shall govern.
e. Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without
penalty or further obligation within three years after execution of the Contract, if any person
significantly involved in initiating, negotiating, securing, drafting or creating the Contract on
behalf of the County is at any time while the Contract or any extension of the Contract is in
effect, an employee or agent of any other party to the Contract in any capacity or consultant to
any other party of the Contract with respect to the subject matter of the Contract. Additionally,
pursuant to A.R.S § 38-511 the County may recoup any fee or commission paid or due to any
person significantly involved in initiating, negotiating, securing, drafting, or creating the Contract
on behalf of the County from any other party to the Contract arising as the result of the Contract.
DocuSign Envelope ID: 3F1E52D0-C3DE-4A1C-9DDF-083EFEAFEAEE
25
IN WITNESS WHEREOF, each Party has caused this BAA to be executed by its duly authorized
representative.
IN WITNESS WHEREOF, the Parties agree to enter into this contract:
FOR AND ON BEHALF OF
DIGNITY HEALTH
MARICOPA COUNTY
By
By: ___________________________
Chairman, Board of Supervisors
Printed Name: ___________________
Date
ATTEST:
Title: ___________________________
Clerk of the Board
Date: ___________________________
Date
APPROVED AS TO FORM:
Attorney for Maricopa County
Date
DocuSign Envelope ID: 3F1E52D0-C3DE-4A1C-9DDF-083EFEAFEAEE
SVP
Tim Bricker
Sep 26, 2023