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1
CONTRACT FOR SERVICES
MARICOPA COUNTY
by and through the
DEPARTMENT OF PUBLIC HEALTH
4041 N. Central Avenue, #1400, Phoenix, Arizona 85012
AND
NOAH
7500 N. Dreamy Draw Dr. Suite 145, Phoenix, Arizona 85020
1.
Contract No: ______________
2.
Contract Type: Service
3.
Contract Amount: $ 36,000
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 Neighborhood Outreach Access to Health referred to
herein as “NOAH” and Maricopa County, by and through its Department of Public Health referred to as the “County” or
“Contractor.” NOAH and the County are collectively referred to as the “Parties” and individually as a “Party.” County, for and in
consideration of the covenants and warranties herein, shall provide and perform the services as set forth below. All rights and
obligations of the Parties shall be governed by the terms of this Contract, its exhibits, attachments, and appendices, including any
subcontracts or amendments as set forth herein and in:
Section I
-
General Provisions
Section III
-
Compensation
Section II
-
Scope of Work
Section IV
-
Business Associate Agreement
This Contract contains all the terms and conditions agreed to by the Parties. No other understanding, oral or otherwise, regarding
the subject matter of this Contract shall be deemed to exist or to bind the Parties. Nothing in this Contract shall be construed as
consent to any lawsuit or waiver of any defense in a lawsuit brought against the County or NOAH 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: NOAH
Phone (480) 882-4545
Address: 7500 N. Dreamy Draw Dr., Suite 145 Phoenix, AZ 85020
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:
NOAH
MARICOPA COUNTY DEPT OF PUBLIC HEALTH
Signature
Signature
Name
Name
Title
Title
Chairman, Board of Supervisors
Date
Date
ATTEST:
Signature
Office of the Clerk of the Board
2
Signature
APPROVED AS TO FORM
Date
Attorney for Maricopa County
SECTION I
GENERAL PROVISIONS
3
1.
EFFECT
To the extent the Scope of Work conflicts with the General Provisions, the Scope of Work
shall control.
2.
DEFINITIONS
As used throughout this Contract, the following terms shall have the following meanings:
A.
Contract means this document and all exhibits, attachments, appendices, and
amendments to this Contract.
B.
County means Maricopa County, Arizona.
C.
Department means the Maricopa County Department of Public Health (MCDPH).
D.
Director means the Director of the Department.
E.
Funding Source means any federal, state, or private agency funding source that
may impose conditions on the funding that will be passed on to the County.
F.
Designated Record Set means a group of records maintained by or for a covered
entity that comprises medical and billing records about individuals maintained by
or for a covered health care provider; enrollment, payment, claim adjudication, and
case or medical management record systems maintained by or for a health plan,
and other records that are used in whole or in part, by or for the covered entity to
make decisions about individuals.
G.
Healthcare Partner means a person or health care facility licensed, certified, or
otherwise authorized or permitted by law to administer health care in the ordinary
course of business or practice of a profession. This includes Federally Qualified
Healthcare Centers (FQHC), or FQHC look-alike.
3.
GENERAL REQUIREMENTS
A.
The terms of this Contract shall be construed in accordance with Arizona law. Any
lawsuit arising out of this Contract shall be brought in the appropriate court in
Maricopa County, Arizona.
B.
The County shall, without limitation, obtain and maintain all licenses, permits, and
authority necessary to do business, render services, and perform work under this
Contract.
C.
The County is an independent Contractor in the performance of work and the
provision of services under this Contract and is not to be considered an officer,
employee, or agent of NOAH.
4.
AMENDMENTS
All amendments to this Contract shall be in writing and signed by the Parties.
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 (5) 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 NOAH 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 NOAH without the prior written approval of the other
Party. Any attempt to assign any portion of this Contract without the written consent of the
other Party shall be void. Any assignment shall not alter the assigner’s responsibility to
assure that all the provisions under this Contract are fulfilled by its assignee. All terms and
conditions in this Contract shall be included in any assignment.
7.
TERMINATION
A.
The County or NOAH may terminate this Contract at any time with at least 30 days
prior written notice to the other Party. Such notice shall be given by electronic
notice, personal delivery or by Registered or Certified Mail, postage prepaid and
return receipt requested.
B.
This Contract may be terminated by mutual written agreement of the Parties
specifying the termination date.
C.
If not terminated by one of the methods stated above, this Contract shall terminate
on the expiration date of this Contract as stated on the Cover Page.
D.
If either Party defaults under this Contract and the default continues for more than
10 days after the effective date of the other Party’s written notice stating the
specific nature of the default, then the noticing Party may treat the default as a
breach of this Contract. Upon a breach, the aggrieved Party may exercise any
remedy available under the law, including the termination of this Contract.
E.
If more than one activity is funded by this Contract the County may terminate any
part of the Scope of Work obligations without impairing the remaining obligations.
F.
This contract is subject to cancellation pursuant to A.R.S. § 38-511.
G.
If NOAH terminates this Contract prior to the expiration date, NOAH will remain
SECTION I
GENERAL PROVISIONS
5
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 MAJEJRE
Neither Party shall be liable for failure of performance, nor incur any liability to the other
Party on account of any loss or damage resulting from any delay or failure to perform all
or any part of this Contract if such delay or failure is caused by events, occurrences, or
causes beyond the reasonable control and without negligence of the Parties. Such
events, occurrences, or causes will include Acts of God/Nature (including fire, flood,
earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign
enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution,
insurrection, military or usurped power or confiscation, terrorist activities, nationalization,
government sanction, lockout, blockage, embargo, labor dispute, strike, pandemic,
epidemic, interruption or failure of electricity or telecommunication service.
11.
COVENANT AGAINST CONTINGENT FEES
Each party warrants that no person or selling agency has been employed or retained to
solicit or secure this Contract upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee. Either Party may terminate this Contract without
liability for breach of this warranty.
12.
SAFEGUARDING CLIENT INFORMATION
The use or disclosure by any Party of any information concerning an eligible person served
under this Contract is directly limited to the performance of this Contract.
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
6
and any other intangible materials created, prepared or received by the County and its
subcontractors in performance of this Contract. NOAH shall have full, complete, perpetual,
irrevocable and non-transferable rights to reproduce, duplicate, adapt, make derivative
works, distribute, display, disclose, publish, and otherwise use all intangible material solely
for no-profit purposes. NOAH’s right to use the intangible materials includes the right to
use the intangible materials in connection with its internal, non-profit research and
educational activities, the right to present at academic or professional meetings or
symposia and the right to publish in journals, theses, dissertations or otherwise while
providing proper attribution to the County’s role in the material development.
14.
NON-DISCRIMINATION
The Parties, in connection with any service or other activity under this Contract, shall not
in any way discriminate against any person on the grounds of race, color, religion, sex,
national origin, age, or disability. The County shall include a clause to this effect in all
Subcontracts inuring to the benefit of the County or NOAH.
15.
EQUAL EMPLOYMENT OPPORTUNITY
The Parties shall not discriminate against any employee or applicant for employment
because of race, color, religion, sex, pregnancy, childbirth, or medical conditions related
to pregnancy or childbirth, political affiliation or religious affiliation or ideas, culture, creed,
social origin or condition, genetic information, sexual orientation, gender identity or
expression, national origin, ancestry, age, disability, military service or veteran status, or
marital status. The Parties shall take affirmative action to ensure that applicants are
employed and that employees are treated during employment without regard to their race,
color, religion, sex, pregnancy, childbirth or medical conditions related to pregnancy or
childbirth, political affiliation or religious affiliation or ideas, culture, creed, social origin or
condition, genetic information, sexual orientation, gender identity or expression, national
origin, ancestry, age, disability, military service or veteran status, or marital status. Such
action shall include, but is not limited to, the following: employment, upgrading, demotion
or transfer, recruitment, or recruitment advertising, lay-off or termination, rates of pay or
other forms of compensation, and selection for training, including apprenticeship. The
Parties shall, to the extent such provisions apply, comply with Titles VI and VII of the Civil
Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et seq.); the Rehabilitation Act of
1973, as amended (29 U.S.C. §§ 701, et seq.); the Age Discrimination in Employment Act
of 1967, as amended (29 U.S.C. §§ 621, et seq.); the Immigration Reform and Control Act
of 1986 (Pub. L. No. 99-603) (“IRCA”); and Arizona Executive Order 2009-09, as amended
by Executive Order 2023-01, which mandates that all persons shall have equal access to
employment opportunities. The Parties shall also comply with all applicable provisions of
the Americans with Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.).
16.
RIGHT TO EXTEND CONTRACT
The Contract may be extended by mutual written and signed agreement of the Parties for
additional terms up to three-years each. The scope of work and costs will be subject to
renegotiation for each extension.
17.
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
A.
The undersigned (an authorized official signing for the County certifies to the best
SECTION I
GENERAL PROVISIONS
7
of his or her knowledge and belief, that the County, defined as the primary
participant in accordance with 2 CFR 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.
19.
WRITTEN CERTIFICATION PURSUANT TO A.R.S. § 35-393.01.
If NOAH engages in for-profit activity and has 10 or more employees, and if this Contract
has a value of $100,000 or more, NOAH 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.
SECTION I
GENERAL PROVISIONS
8
21.
WRITTEN CERTIFICATION PURSUANT TO A.R.S. § 35-394.
NOAH warrants and certifies that it does not currently, and agrees for the duration of the
Contact, 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 NOAH becomes aware during the term of this Contract that
the Contractor is not in compliance with this paragraph, NOAH shall notify the
County within five business days after becoming aware of the noncompliance. If
the NOAH fails to provide a written certification to the County that the NOAH 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.
22.
DISPUTE RESOLUTION
The Parties shall meet and confer in an effort to resolve any dispute that arises out of
this Contract. In the event that such informal efforts to resolve the dispute are
unsuccessful in 90 days, the Parties shall resolve the dispute by arbitration pursuant to
A.R.S. § 12-1518 and §12-3001, et seq.
23.
CHANGES
A.
The Director may, at any time, by written order and with prior written consent of
NOAH, 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 of this Contract and shall
be administered accordingly.
SECTION I
GENERAL PROVISIONS
9
24.
SPECIAL REQUIREMENTS
A.
The County shall use written subcontracts, consultant agreements and Business
Associate Agreements that conform to federal and state laws and regulations,
and to the requirements of this Contract appropriate to the service or activity
covered by the subcontract. These provisions apply with equal force to the
subcontract as if the subcontractor were the County referenced herein. The
County is responsible for performing under this Contract whether subcontractors
are used or affiliates of the County are used. The County shall submit a copy of
each Subcontract to NOAH 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 NOAH 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.
25.
INDEMNITY AND INSURANCE:
County 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 their negligent performance
of this Contract, but only to the extent that such claims are caused by the act, omission,
negligence, misconduct, or other fault of the Indemnitor, its officers, officials, agents,
employees, or volunteers.
26.
LAWS, RULES, AND REGULATIONS
NOAH and the County understand and agree that this Contract is subject to all
applicable state and federal laws, rules, and regulations.
27.
ADVERTISEMENTS
Except as specifically permitted in this Contract, the County shall not use the names or
trademarks of NOAH or of any of NOAH affiliated entities in any advertising, publicity,
endorsement, or promotion unless has provided prior written consent for the particular use
contemplated. All requests for approval pursuant to this Section must be submitted to
NOAH, 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
10
1.
BACKGROUND
Per the compliance requirements of the Health Resources & Services Administration (HRSA), all
Federally Qualified Healthcare Centers (FQHC) must conduct an annual review of the boundaries
of its service areas, including the identification of the medically underserved population(s) within
that service area. In addition, a community needs assessment will identify the unmet need for
health services in the service area and/or proposed service area of the center based on the
population served. Maricopa County Department of Public Health (MCDPH) and the Maricopa
County Synapse coalition, a coalition of non-profit and federally qualified health care partners, will
work collaboratively to implement a comprehensive assessment of health needs of residents in
Maricopa County.
2.
GOALS
MCDPH is committed to ensuring a comprehensive representation of Maricopa County residents.
Our goals align with Healthy People 2030 and Public Health 3.0 which is guided by addressing
social determinants of health, and increasing capacity building and community collaboration.
o Attain high-quality, longer lives free of preventable disease, disability, injury, and
premature death. *
o Eliminate health disparities, achieve health equity, and attain health literacy to improve the
health and well-being of all. *
o Create social and physical environments that promote attaining the full potential for health
and well-being for all. *
o Promote quality of life, healthy development, and healthy behaviors across all life stages.*
o Engage leadership, key constituents, and the public across multiple sectors to take action
and design policies that improve the health and well-being of all. *
*Healthy People 2030 Overarching Goals
Data Collection and Assessments Methodology
MCDPH uses the Mobilizing for Action through Planning and Partnerships (MAPP), which is a
community-driven strategic planning process for improving community health. The MAPP
framework helps communities apply strategic thinking to prioritize public health issues and identify
resources to address them. MAPP is an interactive process that can improve the efficiency,
effectiveness, and ultimately the performance for local public health and healthcare systems
(MAPP, NACCHO.org). For more information visit: https://www.naccho.org/programs/public-
health-infrastructure/performance-improvement/community-health-assessment/mapp
The County conducts the following assessments in alignment with MAPP 2.0: Community Partner
Assessment, Community Status Assessment, and the Community Context Assessment. These
assessments are completed through conducting key informant interviews, focus groups, and
surveys to provide extensive qualitative and quantitative data collection. The County also
analyzes data sets per Primary Service Area (“PSA”) and conducts comparisons. These
assessments and analysis are then incorporated with extensive quantitative data sets such as:
o Hospital Discharge Data from ADHS
o Birth/Death from Vital Records
o CDC’s Behavioral Risk Factor Surveillance System
o CDC’s Youth Behavioral Risk Surveillance System
o Arizona Youth Survey
o National Cancer Institute-Cancer Registry
o Healthy People 2030
o Other sources that address priority
SECTION II
SCOPE OF WORK
11
3.
SERVICE GOALS:
Service/
Deliverable
County agrees to:
NOAH agrees to:
Synapse
Membership
1. Administer and convene meetings of the
Community Health Needs Assessment
Partners Synapse Coalition either virtually or
in-person at minimum 8 times per year, and to
convene joint meetings of the Synapse and
Health Improvement Partnership of Maricopa
County (HIPMC) at minimum 2 times per year.
2. Provide Synapse members with calendar
invites, meeting reminders and minutes, and
access to a shared folder of meeting
materials, recordings, and action items.
3. Provide Synapse members with at
minimum two county points of contact and
provide partner with any changes to assigned
staff and/or contact information within 4 weeks
of changes.
1. Assign and allow at minimum 2 and at
maximum 5 employees of NOAH to actively
participate on the Synapse coalition as a
representative of NOAH to make and/or
influence decisions on the development and
implementation of the CHNA process. For
decisions requiring consensus, NOAH 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 NOAH individually within first 6
months of contract cycle to develop a
workplan timeline for all deliverables that
aligns with NOAH 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
NOAH’s CHNA, meet with NOAH 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 NOAH
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 NOAH, and any
necessary approval processes.
2. Develop a plan for health issue
prioritization, stakeholder/committee
engagement, and report format development
tailored to NOAH’s needs.
3. Maintain reliable communication via virtual
meetings, emails, and phone calls as needed
based on the phase of the workplan. Lack of
prompt communication from NOAH may result
in delays to workplan timelines. County is not
responsible for making up time lost due to
delayed communication by NOAH 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 NOAH requirements for shared
documentation and work with county to set up
sharing platform such as Dropbox,
SharePoint, Trello, etc.
SECTION II
SCOPE OF WORK
12
Ad-hoc Epi
time
1. Provide prioritized epidemiology and data
analysis assistance for non-CHNA related
requests, up to 15 hours of epi staff time per
year. Requests beyond 15 hours will be
reviewed to determine if an additional fee will
be charged.
1. Provide requests through public data
request portal at https://phdra.maricopa.gov/
at minimum two weeks in advance of
requested deadline.
Coordinated
CHNA
Development
1. Once per cycle, coordinate development of
CHNA tools and measures including the
community health survey, focus groups, and
key informant interviews with the guidance of
the Synapse coalition. County will work to the
best of their ability to align most updated
CHNA data collection and analysis to include
in partner’s deliverables.
1. Provide timely feedback and direction on
CHNA tools in line with deadlines established
by county team, either via participation in
Synapse meetings or via written response
within three weeks of request.
Coordinated
CHNA Data
Collection
1. Facilitate data collection of CHNA surveys,
focus groups, and key informant interviews
based on strategic sampling goals and a
targeted regional approach.
2. Cover the costs of survey development and
translation, outreach and promotional
materials, communications, internal staff and
contracted community outreach partners, and
data entry using Synapse Fee Fund budget
and other county budget sources.
1a. Promote the CHNA survey, focus groups,
and key informant interviews within NOAH
according to organization's policies. This may
include sharing the survey to staff, clients, and
community networks via emails, social media,
physical materials, and tabling or attending
events.
1b. Help identify non-traditional opportunities
to promote the CHNA survey in the
community through marketing strategies and
public events.
2. One month prior to the launch of the CHNA
survey, provide county with a brief written
description of their intended CHNA survey
promotional strategy and identify opportunities
where county can support.
CHNA Data
Reporting
1. Provide Synapse partners with CHNA
survey analysis with measures analyzed by
county, by region, and for demographic data
including race/ethnicity, gender, and age.
2. Provide reports of qualitative focus group
and key informant interview data, either
produced in-house or via contracted partner.
3. Provide up to 20 non-published additional
qualitative quotes from qualitative dataset to
support data presentations or reports.
1. Provide at minimum 2 weeks’ notice for
additional qualitative quote requests.
PSA Data
Analysis
1. Provide the following health indicator data
(detailed below), according to NOAH’s
selection for the following PSAs:
i.
Cholla Health Center
ii. Copperwood Health Center
iii. Desert Mission Health Center
iv. Midtown Health Center
v. Palomino Health Center
vi. Venado Valley Health Center
2. Provide a draft of analysis within 60 days of
NOAH indicator selection
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 NOAH 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
SECTION II
SCOPE OF WORK
13
3. Provide a final analysis within 30 days of
NOAH feedback
Data: Common health indicator report basic
age-adjusted rates for listed PSAs by the
following subgroups: overall population,
gender, race/ethnicity, and age. The
geography will also include overall Maricopa
county-level rates for each indicator, as well
as a summary of county resident
demographics. Rates include inpatient
hospitalizations, emergency department visits,
and deaths.
Format: Excel workbook including tabs with
the following information: overall rates per
indicator, individual tabs for each health
indicator with rates by subgroup and PSA (if
FQHC), screenshots from mapping tools, and
demographics of the PSA, etc. Due to the size
of the workbook, the data will be sent via
agreed-upon sharing format.
Source: The most recently available data
from Arizona Department of Health Services
Hospital Discharge Data and Vital Statistics,
Behavioral Risk Factor Surveillance System,
Youth Risk Behavioral Survey, PolicyMap,
Census.gov, and other sources as available.
Note: each data source has a different lag
period of when it becomes available, which
may limit the recency of data provided.
Census-released population data is needed to
calculate rates, which may delay analysis of
any recent data received.
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 a facilitation strategy for NOAH
prioritization sessions and presentations to
gather feedback and receive approval from
necessary committees.
2. Develop a slide deck including up to 35
slides of data analysis as well as additional
slides containing background information,
polling questions, etc. Iterations of slide decks
throughout the prioritization process may
involve updating or modifying the content or
layout of the data analysis slides.
3. Prepare interactive virtual and/or physical
materials to generate participant feedback
and polling.
4. Provide up to 15 cumulative hours of
presentation time to boards/committees in a
virtual or in-person format. Presentation time
beyond 15 hours may be provided for an
additional fee.
1. Co-design a facilitation strategy for NOAH
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.).
SECTION II
SCOPE OF WORK
14
CHNA
Report
1a. Produce one final HRSA-compliant
Community Health Needs Assessment report1
following template and deadline determined
by NOAH and county for the following PSA:
NOAH Combined PSA
1b. Include 2-3 page executive summaries
embedded in the report for each of the
following PSAs:
i. Cholla Health Center
ii. Copperwood Health Center
iii. Desert Mission Health Center
iv. Midtown Health Center
v. Palomino Health Center
vi. Venado Valley Health Center
2. Include relevant, high-level disparities and
key findings from CHNA Data Reporting, PSA
Data Analysis, and Facilitated Prioritization.
3. Provide at least one draft with up to four
drafts of the report to NOAH for review and
approval prior to final draft.
4. Collaborate with marketing/communications
team to develop final report/executive
summary design as requested by NOAH and
provided in Word and PDF.
1According to HRSA posted requirements
https://bphc.hrsa.gov/compliance/compliance-
manual/chapter3
1. Within first 6 months of contract cycle,
provide county with CHNA submission
deadlines including internal board/committee
approval and final HRSA deadline.
2. At the beginning of the report/executive
summary development process, involve and
define roles of relevant NOAH staff such as
program managers, compliance officers,
marketing staff, etc.
3. Provide County with CHNA report template
or description of report component
format/content requirements/images, branding
guidelines as specified by NOAH system
office.
4. Complete designated sections of CHNA
report specific to NOAH background.
5. Provide feedback within two weeks of
report draft submissions or according to
agreed-upon timeline.
6. If desired, produce final report formats
beyond Word or PDF (e.g., dashboard,
webpage integration, etc.)
7. Include Maricopa County Public Health logo
in final published report and acknowledge
support of MCDPH CHNA Team.
SECTION III
COMPENSATION
15
1.
COMPENSATION
A. Subject to the availability of funds, NOAH 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 $12,000 over the three-year term
of this Contract.
B. NOAH shall pay the County an amount not to exceed (NTE) $36,000 for the life of
this Contract. Partners can add additional services during the contract cycle. Any
additional service that is added, the partner will retroactively pay for that service for
the duration of the contract. Please refer to price sheet for additional services.
2.
METHOD OF PAYMENT
A.
Invoice with Net 45 terms.
B. Invoices shall be submitted to:
accountspayable@noahhelps.org
3.
NOTICE
Any notice given under this Contract shall be sent to the attention of the
following:
Maricopa County
Department of Public Health,
Office of Community Empowerment
NOAH
4041 N. Central Avenue
7500 N. Dreamy Draw Dr.
Suite #600
Suite 145
Phoenix, AZ 85012
Phoenix, AZ 85020
Maricopa County
Department of Public Health
Grants and Contracts Unit
4041 N. Central Ave #1400
Phoenix, AZ 85012
SECTION IV
BUSINESS ASSOCIATE AGREEMENT
16
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 NOAH (“NOAH”) pursuant to the agreement between Associate
and NOAH dated ___________________, as well as all future agreements entered into by the
Parties (collectively, the “Agreement”). Associate and NOAH (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
NOAH 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 NOAH, would violate the Privacy Rule.
b. Limited Data Sets. Associate will limit any uses, disclosures, or requests of PHI to a
Limited Data Set, as defined in 45 C.F.R. § 164.514(e)(2), or if needed by Associate to
the minimum necessary PHI required to accomplish the intended purpose of the use,
disclosure, or request, as defined by the Privacy Rule, pursuant to the Health Information
Technology for Economic and Clinical Health Act (“HITECH”), and any regulations or
guidance promulgated thereunder by the Secretary. For any disclosures of PHI pursuant
to this BAA, the Party disclosing the PHI shall determine what constitutes the minimum
necessary to accomplish the intended purpose of the disclosure.
c. Data Aggregation. Associate may use PHI to perform data aggregation services as
permitted by 45 C.F.R. § 164.504(e)(2)(i)(B).
d. Associate’s Management and Administration. Associate may use or disclose PHI for
the necessary management and administration of Associate, or to carry out the legal
responsibilities of Associate, provided that if Associate makes a disclosure of PHI:
i. The disclosure is Required by Law; or
ii. Associate first secures written assurances from the receiving party that the
receiving party will: (i) hold the PHI confidentially; (ii) use or disclose the
PHI only as required by law or for the purposes for which it was disclosed
to the recipient; and (iii) notify the Associate of any breaches in the
confidentiality of the PHI.
SECTION IV
BUSINESS ASSOCIATE AGREEMENT
17
Notwithstanding the foregoing, the Parties explicitly agree that unless the de-identification
requirements in Section 1(e) of this BAA are met, Associate’s use of PHI in demonstrating
its services or product to an outside third party is strictly prohibited by this BAA.
e.
De-Identification. Associate may de-identify the PHI, provided that such de-identification
is in accordance with 45 C.F.R. § 164.514(b)92) and such resulting de-identified
information is only used or disclosed for Associate’s internal business purposes.
Associate may not commercialize or sell the de-identified information to a third party.
f. Prohibition on Off-Shoring PHI. Associate agrees that no PHI may be created, received,
maintained, accessed, or transmitted outside of the United States of America, which shall
be construed as one of the fifty United States or one of the United States territories (i.e.,
American Samoa, Guam, Northern Mariana Islands, Puerto Rico, and Virgin Islands).
2.
SAFEGUARDS FOR PROTECTED HEALTH INFORMATION. Associate will implement
appropriate safeguards to prevent any use or disclosure of PHI not otherwise permitted in
this BAA. Associate also will implement administrative, physical, and technical safeguards
to protect the confidentiality, integrity, and availability of the electronic PHI, if any, that
Associate creates, receives, maintains, or transmits on behalf of NOAH. 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 NOAH.
3.
REPORTS OF IMPERMISSIBLE USE OR DISCLOSURE.
a. Notification of an Impermissible Use or Disclosure of PHI. Associate will report to
NOAH 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 NOAH any Security
Incident of which it becomes aware within five (5) business days of its discovery.
Notwithstanding the foregoing, Associate and NOAH acknowledge the ongoing existence
and occurrence of attempted but unsuccessful Security Incidents that are trivial in nature,
such as pings and port scans, and NOAH acknowledges and agrees no additional
notification to NOAH 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 NOAH of these attempts and provide the name, if available, of said party. At the
request of NOAH, 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 NOAH 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 NOAH related to the
SECTION IV
BUSINESS ASSOCIATE AGREEMENT
18
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 NOAH in the
investigation of a Security Event and understands and agrees that NOAH 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
NOAH may, in its sole discretion, require Associate to provide all notifications that
NOAH is required to make pursuant to the Breach Notification Rule and any other
applicable laws. NOAH 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 NOAH 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 NOAH 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 NOAH 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. NOAH Access. Within five (5) business days of a request by NOAH for access to PHI
held by Associate in a Designated Record Set, Associate will make the requested PHI
available to NOAH, in the time, manner, and format requested NOAH, 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 NOAH and the Individual. Any fee that Associate may charge for providing the
access required hereunder must be reasonable, cost-based, and determined in
accordance with 45 C.F.R. § 164.524(c)(4).
SECTION IV
BUSINESS ASSOCIATE AGREEMENT
19
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 NOAH. Within five (5)
business days of the request, Associate will forward such request in writing to NOAH.
NOAH 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 NOAH
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 NOAH to
amend an Individual’s PHI held by Associate in a Designated Record Set, Associate will
provide such information to NOAH for amendment. If NOAH 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 NOAH request. Associate will forward
to NOAH within five (5) business days any requests by Individuals to Associate to amend
PHI within its or NOAH possession. NOAH 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 NOAH to respond to a
request by an Individual for an accounting of disclosures of PHI in accordance with 45
C.F.R. § 164.528. As of the compliance date set forth in the regulations promulgated
under HITECH or as otherwise determined by the Secretary, in addition to the accounting
of disclosure obligations required under 45 C.F.R. § 164.528, Associate shall account for
all disclosures of PHI made through an Electronic Health Record in accordance with all
applicable regulations.
b. Data Regarding Disclosures. For each disclosure for which Associate must maintain
documentation under Section 8(a), Associate will record and maintain the following
information:
The date of disclosure.
The name of the entity or person who received the PHI, and the address of
such entity or person, if known.
A description of the PHI disclosed; and
A brief statement of the purpose of the disclosure.
c. Individual Request for Disclosure Records. Within five (5) business days of receipt of
a notice from NOAH to Associate of an Individual’s request for an accounting of
disclosures, Associate will provide NOAH 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 NOAH. Associate will forward the request to NOAH within five (5)
business days of Associate’s receipt of the request and will make its records of disclosures
available to NOAH as otherwise provided in this Section. NOAH 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 NOAH as required by this Section 8 shall
SECTION IV
BUSINESS ASSOCIATE AGREEMENT
20
survive for six (6) years from the effective date of the relevant Agreement, Associate shall
provide NOAH 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 NOAH 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 NOAH instructions. If Associate receives
a request to restrict the disclosure of PHI directly from an Individual, Associate shall
promptly notify NOAH of such request, and NOAH 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 NOAH obligations under the Privacy Rule, Associate
shall comply with the requirements of the Privacy Rule that apply to NOAH 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 NOAH, its agents, representatives,
officers, directors, officials and employees from and against all allegations, demands,
proceedings, investigations or audits by state or federal government agencies, suits,
actions, claims, damages, liability, penalties, losses, expenses, including but not limited
to, attorney fees, defense costs, court costs, the cost of appellate proceedings, and the
costs of responding to and defending against an investigation or audit, and all claim
adjusting and handling expenses, related to, arising from or out of or resulting from any
actions, acts, errors, mistakes or omissions caused in whole or part by Associate relating
to work or services in the performance of this BAA, including but not limited to, any
Subcontractor, or Associate’s or Subcontractor’s Workforce, regardless of whether or not
caused in part by the active or passive negligence of a party indemnified hereunder
including NOAH, its agents, representatives, officers, directors, officials and employees.
b. If any claim, action or proceeding is brought against NOAH by reason of any event that is
the subject of this BAA and or described herein, upon demand made by NOAH, Associate,
at its sole cost and expense, shall pay, resist or defend such claim or action on behalf of
NOAH by an attorney hired by Associate, or if covered by insurance, Associate’s insurer,
all of which must be approved by NOAH, which approval shall not be unreasonably
withheld or delayed. NOAH shall cooperate with all reasonable efforts in the handling and
defense of such claim. Included in the foregoing, NOAH 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 NOAH, which approval
shall not be unreasonably withheld or delayed. If Associate neglects or refuses to defend
NOAH as provided by this BAA, any recovery or judgment against NOAH for a claim
covered under this BAA shall conclusively establish Associate’s liability to NOAH in
connection with such recovery, fine, penalty, or judgment. Further, if NOAH desires to
settle such dispute, NOAH shall be entitled to settle such dispute in good faith and
SECTION IV
BUSINESS ASSOCIATE AGREEMENT
21
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 NOAH, at no cost NOAH, to
testify as witnesses, or otherwise, in the event of litigation or administrative proceedings
being commenced against NOAH, 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 NOAH all PHI received from NOAH or created or received by Associate on
behalf of NOAH 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 NOAH 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 NOAH and will require that such
Subcontractor directly return PHI to NOAH 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 NOAH 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. NOAH promptly will notify Associate of whether it agrees that the
return or destruction of PHI is infeasible. If NOAH agrees that return or destruction of PHI
is infeasible, Associate agrees to extend all protections, limitations, and restrictions of this
BAA to the PHI retained after termination of this BAA and to limit further uses or
disclosures to those purposes that make the return or destruction of the PHI infeasible.
Any such extended protections, limitations and restrictions will apply to any
Subcontractors of Associate for whom return, or destruction of PHI is determined by
NOAH to be infeasible. If NOAH does not agree that the return or destruction of PHI from
Associate or its Subcontractors is infeasible, NOAH 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 NOAH’s notice.
14.
TERMINATION. NOAH and Associate may immediately terminate this BAA upon written
SECTION IV
BUSINESS ASSOCIATE AGREEMENT
22
notice to the other Party if NOAH 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.
NOAH Access. Following a Security Event, or for purposes of NOAH responding to a
government inquiry or judicial or administrative process, Associate will, within five (5)
business days of NOAH 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 NOAH 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 NOAH 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 NOAH 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:
NOAH
MARICOPA COUNTY DEPARTMENT OF
PUBLIC HEALTH
7500 N. Dreamy Draw Dr. Suite 145
4041 N. Central Avenue, Suite 1400
Phoenix, AZ 85020
Phoenix, AZ 85012
Email: warmendariz@noahhelps.org
Phone: 602-372-6886
Attn: Wendy Armendariz
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.
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
SECTION IV
BUSINESS ASSOCIATE AGREEMENT
23
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. NOAH 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 NOAH 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.
24
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
NOAH
MARICOPA COUNTY
By
By: _____________________
Chairman, Board of Supervisors
Print Name: ______________
Date
Title: ____________________
ATTEST:
Date: ____________________
Clerk of the Board
Date
APPROVED AS TO FORM:
Attorney for Maricopa County
Date