28AGENDA BANNER HEALTH PE CHNA CONTRACT.PDF

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Banner #:0101-08-189019
CONTRACT FOR SERVICES
MARICOPA COUNTY
by and through the
DEPARTMENT OF PUBLIC HEALTH
4041 N. Central Avenue #1400, Phoenix, Arizona 85012
AND
BANNER HEALTH
2901 N. Central Avenue, Suite 160, Phoenix, Arizona 85012
1.
Contract No:
2.
Contract Type: Service
____________
3.
Contract Amount: $_253,800
4.
Purpose: Community Health Needs Assessment
5.
Start Date:  July 1, 2023
6.        Expiration Date: June 30, 2026_____________
_________________________________________________________________________________________
This 
is entered into byand between Banner Health, referred
Banner Health and Maricopa County, 
by and through its Department of Public Health referred to as the
. Banner Health and the County are 
n of the covenants and 
conditions, 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 Contract 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 Banner 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: Banner Health Attn: General Counsel
Phone: (602) 747-4082
Address:  2901 North Central Avenue, Suite 160, Phoenix, Arizona 85012
Notice to Department: 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:
BANNER HEALTH
MARICOPA COUNTY DEPT OF PUBLIC HEALTH
Signature
Signature
Name
Dan Weinman
Name
Title
Sr. VP Strategy & Growth
Title
Chairman, Board of Supervisors
Date
Date
ATTEST: 
Signature

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Office of the Clerk of the Board
Signature
Date
Deputy Attorney for Maricopa County

SECTION I
GENERAL PROVISIONS
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1.
EFFECT
To the extent the Scope of Work conflictswith 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 Partnera 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 Banner Health.
4.
AMENDMENTS
All amendments to this Contract shall be in writing and signed by the Parties.

SECTION I                  
GENERAL PROVISIONS 
 
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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 Banner 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 Banner Health 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 
ty 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 Banner 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 
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. Upon a 
breach, the aggrieved Party may exercise any remedy available under the law, 
including the termination of this Contract. 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. 
 
E. 
This contract is subject to cancellation pursuant to A.R.S. § 38-511.

SECTION I                  
GENERAL PROVISIONS 
 
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F. 
If Banner Health terminates this Contract prior to the expiration date, Banner 
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 it has not utilized any person or agency to solicit or secure this 
Contract for a commission 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, 
recordings, reports, findings, research information, abstracts, results, software, data, 
discoveries, inventions, procedures and processes of services developed by the County

SECTION I                  
GENERAL PROVISIONS 
 
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and any other intangible materials created, prepared or received by the County and its 
subcontractors in performance of this Contract. Banner 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. Banner Health
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, 
material development. 
 
14. 
NON-DISCRIMINATION 
 
The Parties, in connection with any service or other activity under this Contract, shall not 
in any way discriminate against any person on the grounds of race, color, religion, sex, 
national origin, age, or disability. The County shall include a clause to this effect in all 
Subcontracts inuring to the benefit of the County or Banner 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-
-09, as amended 
by Executive Order 2023-01, which mandates that all persons shall have equal access to 
employment opportunities.  The Parties shall also comply with all applicable provisions of 
the Americans with Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.). 
 
16. 
RIGHT TO EXTEND CONTRACT 
 
The Contract may be extended by mutual written and signed agreement of the Parties for 
additional terms up to three-years each. The scope of work and costs will be subject to 
renegotiation for each extension.

SECTION I                  
GENERAL PROVISIONS 
 
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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 120, 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. 
E-VERIFICATION OF EMPLOYEES 
  
The County warrants that it is following A.R.S. § 41-4401 and further acknowledges: 
 
A. 
That the County and its subcontractors, if any, warrant their compliance with all 
federal immigration laws and regulations that relate to their employees and their 
compliance with A.R.S. § 23-214, subsection A:  after December 31, 2007, every 
employer, after hiring an employee, shall verify the employment eligibility of the 
employee through the e-verify program and shall keep a record of the verification 
for the duration of the employee's employment or at least three years, whichever 
is longer. 
 
B. 
That a breach of a warranty under subsection A above shall be deemed a material 
breach of this Contract that entitles Banner Health to, among other things, 
terminate this Contract without liability. 
 
C. 
The papers of employees who works on this Contract may be inspected by the 
appropriate authorities to ensure compliance with the warranty provided under 
subsection A above, and that the County shall make all papers and employment 
records of said employee(s) available during normal working hours in order to 
facilitate such an inspection.

SECTION I
GENERAL PROVISIONS
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D.
That nothing herein shall make the County or any subcontractor an agent or
employee of Banner Health.
19.
WRITTEN CERTIFICATION PURSUANT TO A.R.S. § 35-393.01.
If Banner Health engages in for-profit activity and has 10 or more employees, and if this
contract has a value of $100,000 or more, Banner 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.
20.
UNIFORM ADMINISTRATIVE REQUIREMENTS
By entering this Contract, the County agrees to comply with all applicable provisions of
Title 
2, 
Subtitle 
A, 
Chapter 
II, PART 
200
UNIFORM 
ADMINISTRATIVE
REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL
AWARDS contained in Title 2 C.F.R. § 200 et seq.
21.
WRITTEN CERTIFICATION PURSUANT TO A.R.S. § 35-394.
Banner Health warrants and certifies that it does not currently, and agrees for the
duration of the Agreement, that it will not use:
China.
2. Any goods or services produced by the forced labor of ethnic Uyghurs in the
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 
Republic of China. If Banner Health becomes aware during the term of this
Agreement that the Contractor is not in compliance with this paragraph, Banner
Health shall notify the County within five business days after becoming aware of
the noncompliance. If Banner Health fails to provide a written certification to the
County that Banner has remedied the noncompliance within 180 days after
notifying the County of its noncompliance, the agreement terminates, except that
if the agreement termination date occurs before the end of the 180-day period,
the agreement terminates on the agreement termination date.
22.
DISPUTE RESOLUTION
The Parties shall meet and confer to resolve any dispute that arises out of this Contract.
If such informal efforts to resolve the dispute are unsuccessful in 90 days, the Parties shall
resolve the dispute by arbitration pursuant to A.R.S. § 12-1518 and § 12-3001, et seq.
23.
CHANGES
A.
The Director may, at any time, by written order and with prior written consent of
Banner Health, 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,

SECTION I                  
GENERAL PROVISIONS 
 
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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) 
County reimbursement schedules and program budgets 
  
B. 
The Director shall not increase or decrease the maximum reimbursable amount 
to be paid the Contractor without an official amendment to this Contract.  
Additionally, the Director shall not direct substantive changes in services to be 
rendered by the Contractor. 
 
C. 
Any dispute or disagreement caused by such written order shall constitute a 
"Dispute" within the meaning of the Disputes clause of this Contract and shall be 
administered accordingly. 
 
 
24. 
SPECIAL REQUIREMENTS 
 
A. 
The County shall use written subcontracts, consultant agreements and Business 
Associate Agreements that conform to federal and state laws and regulations, and 
to the requirements of this Contract appropriate to the service or activity covered 
by the subcontract. These provisions apply with equal force to the subcontract as 
if the subcontractor were the County referenced herein.  The County is responsible 
for performing under this Contract whether or not Subcontractors are used.  The 
County shall submit a copy of each Subcontract to Banner Health within fifteen 
days of its effective date. 
 
B. 
The County shall include in any subcontracts a provision to the effect that the 
subcontractor agrees that Banner Health 
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. 
 
25. 
INDEMNITY AND INSURANCE:  
 
The parties agree that both are Self-Insured entities. 
 
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 agreement, but only to the extent that such are caused by the act, omission, 
negligence, misconduct, or other fault of the Indemnitor, its officers, officials, agents, 
employees, or volunteers.  
 
26. 
LAWS, RULES, AND REGULATIONS 
 
Banner Health and the County understand and agree that this Contract is subject to all 
applicable state and federal laws, rules, and regulations.

SECTION I                  
GENERAL PROVISIONS 
 
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27. 
ADVERTISEMENTS 
 
Except as specifically permitted in this Contract, the County shall not use the names or 
trademarks of Banner Health or of any of 
 affiliated entities in any 
advertising, publicity, endorsement, or promotion unless Banner Health has provided prior 
written consent for the particular use contemplated. All requests for approval pursuant to 
this Section must be submitted to Banner 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.

SECTION II
SCOPE OF WORK
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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. 
Attain high-quality, longer lives free of preventable disease, disability, injury, and
premature death*.
Eliminate health disparities, achieve health equity, and attain health literacy to improve the
health and well-being of all *.
Create social and physical environments that promote attaining the full potential for health
and well-being for all*; and
Promote quality of life, healthy development, and healthy behaviors across all life stages*.
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: 
Hospital Discharge Data from ADHS
Birth/Death from Vital Records
Arizona Youth Survey
National Cancer Institute-Cancer Registry
Healthy People 2023 and other sources that address priority

SECTION II
SCOPE OF WORK
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3.
SERVICE GOALS:
Service/
Deliverable
County agrees to:
Banner 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 employee of Banner Health to
actively participate on the Synapse coalition as a
representative of Banner Health to make and/or
influence decisions on the development and
implementation of the CHNA process. For
decisions requiring consensus, Banner Health
will have one vote.
2. Provide representation at Synapse meetings
to ensure influence on the development of CHNA
and Synapse work.
3. Review and update assigned staff contact
information annually and provide county with any
changes to assigned staff and/or contact
information within 4 weeks of changes.
Partner-
Specific 
CHNA and 
Prioritization 
Strategy
1. Meet with Banner Health individually within
first 6 months of contract cycle to develop a
workplan timeline for all deliverables that
aligns with Banner Health needs and county
capacity.
2. 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.
3. Develop meeting agendas and provide
meeting minutes and timeline updates
following all virtual meetings.
4. Set up a process for shared documentation
according to partner's technology
permissions, such as Dropbox, SharePoint,
Trello, etc.
5. Within one year following the publication of
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 Banner 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 Banner Health, and any 
necessary approval processes.
2. Maintain reliable communication via virtual
meetings, emails, and phone calls as needed
based on the phase of the workplan. Lack of
prompt communication from Banner Health may
result in delays to workplan timelines. County is
not responsible for making up time lost due to
delayed communication by Banner Health but
will work with the partner to modify the timeline
accordingly.
3. Review meeting agendas, meeting minutes,
updated timeline and provide additions,
corrections, or feedback
4. Verify Banner Health requirements for shared
documentation and work with county to set up
sharing platform such as Dropbox, SharePoint,
Trello, etc.
Ad-hoc Epi 
time
1. Provide prioritized epidemiology and data
analysis assistance for non-CHNA related
requests, up to 50 hours of epi staff time
cumulative over the three-year contract
period. Requests beyond 50 hours will be
1. Provide requests through public data request
portal at https://phdra.maricopa.gov/ at minimum
two weeks in advance of requested deadline.
Requests requiring more than eight hours of
work time may need four to six weeks to

SECTION II
SCOPE OF WORK
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reviewed to determine if an additional fee will 
be charged. Updates of total non-CHNA epi 
hours used can be provided upon request.
complete. 
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
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 Banner 
Health 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 city level as response
rate allows 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
additional qualitative quote requests.
PSA Data 
Analysis
1. Provide the following health indicator data
(detailed below), according to Banner
Health
i. Maricopa County PSA
ii. Banner Boswell Medical Center
iii. Banner Del E. Webb Medical Center
iv. Banner Heart Hospital
v. Banner University Medical Center Phoenix
vi. Banner Gateway Medical Center
vii. Banner Estrella Medical Center
viii. Banner Thunderbird Medical Center &
ix. Banner Baywood Medical Center
x. Banner Behavioral Health Hospital
xi. Banner Desert Medical Center & Banner
xii. Banner Rehabilitation Hospital- West
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 Banner 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,
provide county staff with list of indicator request

SECTION II                                                                                                       SCOPE OF WORK   
 
14 
Banner #:0101-08-189019  
 
 
xiii. Banner Rehabilitation Hospital- Phoenix
xiv. Banner Ocotillo Medical Center 
xv. Banner Rehabilitation Hospital- East 
2. Provide a draft of analysis within 60 days 
of Banner Health indicator selection 
3. Provide a final analysis within 30 days of 
Banner 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.  
4. Within 30 days of draft indicator analysis 
submission, provide feedback and request for 
any additional analyses. 
5. Provide at minimum 2 
additional requests or data modifications.  
Facilitated 
Prioritization 
 
1. Develop a slide deck including up to 80 
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. 
 
1. Provide direction and feedback to county 
regarding presentation content and materials.

SECTION III
COMPENSATION
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Banner #:0101-08-189019
1.
COMPENSATION
A. Subject to the availability of funds, Banner 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 $84,600 over the three-
year term of this Contract.
B. Banner Health shall pay the County an amount not to exceed (NTE) $253,800 for the
life of this Contract. Partners can add additional services during the contract cycle.
Any additional service that is added, the partner will retroactively pay for that service
for the duration of the contract. Please refer to price sheet for additional services.
YR 1
YR 2
YR 3
Yearly Base Amount (includes one PSA analysis)
$15,600 $15,600 $15,600
Yearly Amount per Facility (x10)
$6,000
$6,000
$6,000
Yearly Amount per JV (x3)
$3,000
$3,000
$3,000
Exchanges: Removed CHNA report and 
presentation/facilitated prioritization hours. Added 45
additional slides of data analysis, 5 additional hours of epi 
time per contract cycle (for a total of 50 cumulative hours),
and Maricopa County PSA analysis.
n/a
Total Yearly Amount
$84,600 $84,600 $84,600
2.
METHOD OF PAYMENT
A.
Invoice with net 45 terms.
B.
Invoices shall be submitted to:
Dan.Weinman@bannerhealth.com
cc: Cathy.Lund@bannerhealth.com
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
Banner Corporate Center 
Phoenix Plaza
Attn: Dan Weinman
4041 N. Central Avenue
2901 N. Central Avenue
Suite #600
Suite #160
Phoenix, AZ 85012
Phoenix, AZ 85012
Maricopa County 
Department of Public Health
Grants and Contracts Unit
4041 N. Central Ave #1400
Phoenix, AZ 85012

SECTION IV 
BUSINESS ASSOCIATE AGREEMENT
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Banner #:0101-08-189019
BUSINESS ASSOCIATE AGREEMENT
Maricopa County Department of Public Health ("Associate") as a Business Associate (as defined at 45 
C.F.R.§ 160.103) of Banner Health
Partner
Partner
dated ___________________, as well as all future agreements entered into by the Parties (collectively, the
Partner collectively the "Parties") agree to the terms and conditions of this
45 C.F.R.§ 160.103) provisions of the Standards for Privacy of Individually Identifiable Health Information,
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.
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 Partner 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, would violate the Privacy Banner
Health 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
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 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 
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 
sell the de-identified information to a third party.

SECTION IV 
BUSINESS ASSOCIATE AGREEMENT
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Banner #:0101-08-189019
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 Banner 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 Banner Health.
3.
REPORTS OF IMPERMISSIBLE USE OR DISCLOSURE.
a.
Notification of an Impermissible Use or Disclosure of PHI. Associate will report to Banner
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 Banner Health any Security
Incident of which it becomes aware within five (5) business days of its discovery.  Notwithstanding
the foregoing, Associate and Partner acknowledge the ongoing existence and occurrence of
attempted but unsuccessful Security Incidents that are trivial in nature, such as pings and port
scans, and Banner Health acknowledges and agrees no additional notification to Banner 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 Partner of these attempts and provide the
name, if available, of said party.  At the request of Partner, Associate shall use its best efforts to
identify 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
. Associate shall
also provide Banner 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
Banner 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 Partner in the investigation of a
Security Event and understands and agrees that Banner 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,
possession or is being transmitted by Associate, Associate agrees that Partner may, in its sole
discretion, require Associate to provide all notifications that Partner is required to make pursuant
to the Breach Notification Rule and any other applicable laws.  Banner 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

SECTION IV 
BUSINESS ASSOCIATE AGREEMENT
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Banner #:0101-08-189019
Partner 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 
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 Partner 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 Partner with a copy of such list upon reasonable request.
5.
OBLIGATIONS REGARDING ASSOCIATE PERSONNEL.Associate will appropriately inform and
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.
Banner Health Access. Within five (5) business days of a request by Partner for access to PHI
held by Associate in a Designated Record Set, Associate will make the requested PHI available to
Partner, in the time, manner, and format requested by Partner, 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 Partner 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 Partner. Banner Health will be responsible for
making all determinations regarding the grant or denial of an Individu
Associate will make no such determinations. Only Partnerwill release PHI to the Individual pursuant
to such a request.
7.
AMENDMENT OF PHI. Within five (5) business days of receiving a request from Banner Health to
amend an Indiv
such information to Partner foramendment.  If 
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 Partner request. Associate will forward to Partner within five (5)
business days any requests by Individuals to Associate to amend PHI within its or Partner
possession. Banner 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 Partnerto 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.

SECTION IV 
BUSINESS ASSOCIATE AGREEMENT
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Banner #:0101-08-189019
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 Partner t
disclosures, Associate will
provide Partner 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
Partner.  Associate will forward the request to Partner within five (5) business 
receipt of the request and will make its records of disclosures available to Banner Health as
otherwise provided in this Section.  Partner 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.
providing the disclosure record to Partner as required by this Section 8 shall survive for six (6) years
from the effective date of the relevant Agreement, Associate shall provide Partnerwith 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 Partner 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 Partner instructions.  If Associate receives a request to restrict
the disclosure of PHI directly from an Individual, Associate shall promptly notify Partner of such
request, and Partner 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 Partner
obligations under the Privacy Rule, Associate shall comply with
the requirements of the Privacy Rule that apply to Partner in the performance of such delegated
obligations.
11.
MITIGATION PROCEDURES. Associate will mitigate, to the maximum extent practicable, any
harmful effect
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 Partner, 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,
Subc

SECTION IV 
BUSINESS ASSOCIATE AGREEMENT
20
Banner #:0101-08-189019
active or passive negligence of a party indemnified hereunder including Partner its agents, 
representatives, officers, directors, officials and employees.
b.
If any claim, action or proceeding is brought against Partner by reason of any event that is the
subject of this BAA and or described herein, upon demand made by Partner, Associate, at its sole
cost and expense, shall pay, resist or defend such claim or action on behalf of Partner by an
attorney hired by Associate, o
approved by Partner, which approval shall not be unreasonably withheld or delayed.  Partner shall
cooperate with all reasonable efforts in the handling and defense of such claim.  Included in the
foregoing, Partner 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 Partner,
which approval shall not be unreasonably withheld or delayed.  If Associate neglects or refuses to
defend Partner as provided by this BAA, any recovery or judgment against Partner for a claim
covered
Partner in connection
with such recovery, fine, penalty, or judgment.  Further, if Partner desires to settle such dispute,
Partner 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 Partner, at no cost Partner, to testify as witnesses,
or otherwise, in the event of litigation or administrative proceedings being commenced against
Partner, 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 Partner all PHI received from Partner or created or received by Associate on behalf of
Partner 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 Partner 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
Partner and will require that such Subcontractor directly return PHI to Partner 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
noticeto Banner 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. Partner promptly will notify Associate of whether
it agrees that the return or destruction of PHI is infeasible. If Partner 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

SECTION IV 
BUSINESS ASSOCIATE AGREEMENT
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Banner #:0101-08-189019
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 Partner to be infeasible.  If Partner does not 
agree that the return or destruction of PHI from Associate or its Subcontractors is infeasible, Partner
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 Partner
14.
TERMINATION. Partner and Associate may immediately terminate this BAA upon written notice to
the other Party if Partneror 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
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.
Banner Health Access. Following a Security Event, or for purposes of Banner Health responding
to a government inquiry or judicial or administrative process, Associate will, within five (5) business
days of Partner written request, make available during normal business hours at 
offices, all records, books, agreements, policies, and procedures relating to the use or disclosure
of PHI for the purpose of allowing Partner
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 Partner 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
Partner
he 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:
BANNER HEALTH
MARICOPA COUNTY DEPARTMENT OF PUBLIC HEALTH
2901 N. Central Avenue, Suite 160
4041 N. Central Avenue, Suite 1400
Phoenix, AZ 85012
Phoenix, AZ 85012
Email: Dan.Weinman@bannerhealth.com
Fax:602-372-6885
Attn: Dan Weinman cc: Cathy Lund
Attn: Annie Daymude
b.
Any notice, report or other communication required under this BAA shall be in writing and shall be
delivered personally, telegraphed, emailed, sent by facsimile transmission, or sent by U.S. mail.

SECTION IV 
BUSINESS ASSOCIATE AGREEMENT
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17.
MISCELLANEOUS.
a.
Relationship of Parties. In the performance of the work, duties and obligations described in this
BAA or the Agreement, the Parties acknowledge and agree that each Party is at all times acting
and performing as an independent contractor and at no time shall the relationship between the
Parties be construed as a partnership, joint venture, employment, principal / agent relationship, or
master / servant relationship.
b.
Regulatory References. A reference in this BAA to a section in the HIPAA Rules means the
section as in effect or as amended and for which compliance is required.
c.
Amendment. No change, amendment, or modification of this BAA shall be valid unless set forth in
writing and agreed to by both Parties. Notwithstanding the foregoing, the Parties acknowledge that
state and federal laws relating to electronic data security and privacy are rapidly evolving and that
amendment of this BAA may be required to ensure compliance with such developments.  The
Parties specifically agree to take such action as may be necessary from time to time for the Parties
to comply with the requirements of the HIPAA Rules and HITECH.  Partner 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 Partner 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.

Banner #:0101-08-189019 
23
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
BANNER HEALTH
MARICOPA COUNTY
By 
By: __________________________
Chairman, Board of Supervisors
Printed Name: Dan Weinman______
Date
ATTEST:
Title: Sr. VP, Strategy & Growth____
__________________________
Date: __________________________
Date
APPROVED AS TO FORM:
Attorney for Maricopa County 
Date