ADELANTE FQHC 23_26 CONTRACT_FINAL_8-25-23 - SIGNED.PDF
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CONTRACT FOR SERVICES
MARICOPA COUNTY
by and through the
DEPARTMENT OF PUBLIC HEALTH
4041 N. Central Avenue, #1400, Phoenix, Arizona 85012
AND
ADELANTE HEALTHCARE
3033 N. Central Ave, Phoenix, Arizona 85012
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 Adelante Healthcare referred to as “Adelante Healthcare”
and Maricopa County, by and through its Department of Public Health referred to as the “County.” Adelante Healthcare and the
County are collectively referred to as the “Parties” and individually as a “Party.” County, in consideration 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 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 Adelante Healthcare 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: Adelante Healthcare
Phone: (602) 346-0399
Address: _____3033 N. Central Avenue, Suite 145, Phoenix, AZ 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 this Contract:
ADELANTE HEALTHCARE
MARICOPA COUNTY DEPT OF PUBLIC HEALTH
Signature
Signature
Name
Name
Title
Title
Chairman, Board of Supervisors
Date
Date
ATTEST:
Signature
___________________________________
Date
Date
Clerk of the Board
Chief People Officer
Pedro Cons (Sep 6, 2023 20:54 PDT)
Pedro Cons
Pedro Cons
CEO
Sep 6, 2023
Audrey M. Bohanan (Sep 7, 2023 08:40 PDT)
Audrey M. Bohanan
Sep 7, 2023
Signature
Date
Attorney for Maricopa County
APPROVED AS TO FORM:
SECTION I
GENERAL PROVISIONS
1
1.
EFFECT
To the extent the Scope of Work conflicts with the General Provisions, the Scope of Work
shall control.
2.
DEFINITIONS
As used throughout this Contract, the following terms shall have the following meanings:
A.
Contract means this document and all exhibits, attachments, appendices, and
amendments to this Contract.
B.
County means Maricopa County, Arizona.
C.
Department means the Maricopa County Department of Public Health (MCDPH).
D.
Director means the Director of the Department.
E.
Funding Source means any federal, state, or private agency funding source that
may impose conditions on the funding that will be passed on to the County.
F.
Designated Record Set means a group of records maintained by or for a covered
entity that comprises medical and billing records about individuals maintained by
or for a covered health care provider; enrollment, payment, claim adjudication, and
case or medical management record systems maintained by or for a health plan,
and other records that are used in whole or in part, by or for the covered entity to
make decisions about individuals.
G.
Healthcare Partner means a person or health care facility licensed, certified, or
otherwise authorized or permitted by law to administer health care in the ordinary
course of business or practice of a profession. This will include Federally Qualified
Healthcare Centers (FQHC), or FQHC look-alike.
3.
GENERAL REQUIREMENTS
A.
The terms of this Contract shall be governed by 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 Adelante Healthcare.
4.
AMENDMENTS
All amendments to this Contract shall be in writing and signed by the Parties.
SECTION I
GENERAL PROVISIONS
2
5.
ADEQUACY OF RECORDS
If the County's books, records, and other documents relevant to this Contract are not
sufficient to support and document that allowable services were provided to eligible
persons, the County shall reimburse Adelante Healthcare for the services not sufficiently
supported and documented.
6.
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
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
such materials.
C.
The County shall reimburse Adelante Healthcare for any payments made under
this Contract that are disallowed by a federal, state, or Maricopa County audit in
the amount of the disallowance.
7.
ASSIGNMENT / SUBCONTRACTING
No rights, liability, obligations, or duties under this Contract may be assigned, delegated,
or subcontracted by the County or Adelante Healthcare without the prior written approval
of the other Party. Any attempt to assign any portion of this Contract without the written
consent of the other Party shall constitute a breach of this Contract. Any assignment shall
not alter the assigner’s responsibility to assure that all the provisions under this Contract
are fulfilled by its assignee. All terms and conditions in this Contract shall be included in
any assignment.
8.
TERMINATION
A.
The County or Adelante Healthcare may terminate this Contract at any time with
at least 10 business 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
SECTION I
GENERAL PROVISIONS
3
remedy available under the law, including the termination of this Contract.
E.
If more than one activity is funded by this Agreement the County may terminate
any part of the Work Statement obligations without impairing the remaining
obligations, after mutual written agreement from both Parties,
F.
This contract is subject to cancellation pursuant to A.R.S. § 38-511.
G.
If Adelante Healthcare terminates this Contract prior to the expiration date,
Adelante Healthcare will remain responsible for payment to County for all work and
services performed through the date of termination.
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. 8.
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
SECTION I
GENERAL PROVISIONS
4
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
and any other intangible materials created, prepared or received by the County and its
subcontractors in performance of this Contract. Adelante Healthcare 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. Adelante Healthcare’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 material
development.
14.
NON-DISCRIMINATION
The Parties, in connection with any service or other activity under this Contract, shall not
in any way discriminate against any person on the grounds of race, color, religion, sex,
national origin, age, or disability. The County shall include a clause to this effect in all
Subcontracts incurring to the benefit of the County or Adelante Healthcare.
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.).
SECTION I
GENERAL PROVISIONS
5
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
of his or her knowledge and belief, that the County, defined as the primary
participant in accordance with 2 CFR Part 180, and its principals and
subcontractors, if any:
1)
are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any federal
department or agency.
2)
have not, within the three 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 three-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 Adelante Healthcare engages in for-profit activity and has 10 or more employees, and
if this Contract has a value of $100,000 or more, Adelante Healthcare 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.
SECTION I
GENERAL PROVISIONS
6
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
Adelante Healthcare warrants and certifies that it does not currently, and agrees for the
duration of the Contract, that it will not use:
1) The forced labor of ethnic Uyghurs in the People’s Republic of China.
2) Any goods or services produced by the forced labor of ethnic Uyghurs in the
People’s Republic of China.
3) Any contractors, subcontractors or suppliers that use the forced labor or any
goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China. If Adelante Healthcare becomes aware during the term of this
Contract that the Contractor is not in compliance with this paragraph, Partner
shall notify the County within five business days after becoming aware of the
noncompliance. If the Adelante Healthcare fails to provide a written certification
to the County that the Adelante Healthcare 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 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 after 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
Adelante Healthcare, 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.
SECTION I
GENERAL PROVISIONS
7
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 Subcontractors are used. The County
shall submit a copy of each Subcontract to Adelante Healthcare 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 Adelante Healthcare 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:
The County is self-insured.
Each party (as "Indemnitor"), to the fullest extent permitted by law, agrees to indemnify,
defend, and hold harmless the other party (as "Indemnitee") from and against any and
all claims, losses, liability, costs, or expenses (including reasonable attorney's fees)
(hereinafter collectively referred to as "claims") arising out of the negligent performance
of this Contract, but only to the extent that such claims are caused by the act, omission,
negligence, misconduct, or other fault of the Indemnitor, its of ficers, officials, agents,
employees, or volunteers.
26.
LAWS, RULES, AND REGULATIONS
Adelante Healthcare 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 Adelante Healthcare or of any of Adelante Healthcare’s affiliated entities in
any advertising, publicity, endorsement, or promotion unless Adelante Healthcare has
provided prior written consent for the particular use contemplated. All requests for
approval pursuant to this Section must be submitted to Adelante Healthcare at least five
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
8
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 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 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 efficiency,
effectiveness, and 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
9
3.
SERVICE GOALS:
Service/
Deliverable
County agrees to:
Adelante Healthcare 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 eight times per year,
and to convene joint meetings of the Synapse
and Health Improvement Partnership of
Maricopa County (HIPMC) at minimum two
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 two and at
maximum five employees of Adelante Healthcare
to actively participate on the Synapse coalition
as a representative of Adelante Healthcare to
make and/or influence decisions on the
development and implementation of the CHNA
process. For decisions requiring consensus, 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 Adelante Healthcare individually
within the first 6 months of contract cycle to
develop a workplan timeline for all
deliverables that aligns with Adelante
Healthcare 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. County is not responsible
for making up time lost due to delayed
communication with Adelante Healthcare but
will collaborate with the partner to modify the
timeline accordingly.
4. Develop meeting agendas and provide
meeting minutes and timeline updates
following all 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
Adelante’s CHNA, meet with Adelante 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 Adelante
Healthcare 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 Adelante Healthcare,
and any necessary approval processes.
2. Develop a plan for health issue prioritization,
stakeholder/committee engagement, and report
format development tailored to Adelante
Healthcare’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 Adelante Healthcare
may result in delays to workplan timelines.
4. Review meeting agendas, meeting minutes,
updated timeline and provide additions,
corrections, or feedback.
5. Verify Adelante Healthcare requirements for
shared documentation and work with county to
set up sharing platform such as Dropbox,
SharePoint, Trello, etc.
SECTION II
SCOPE OF WORK
10
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. Updates of total non-CHNA Epi
hours used can be provided upon request.
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 Adelante
Healthcare according to the 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 Adelante Healthcare’s 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 twenty 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.
2. Provide timely feedback on qualitative focus
group and/or key informant interview data
analysis and reporting within three weeks of
request.
PSA Data
Analysis
1. Provide the following health indicator data
(detailed below), according to Adelante
Healthcare’s selection for the following PSAs:
i. Adelante Healthcare Combined PSA
ii. Adelante Healthcare Goodyear
iii. Adelante Healthcare Mesa
iv. Adelante Healthcare Peoria
v. Adelante Healthcare Buckeye
vi. Adelante Healthcare West Phoenix
vii. Adelante Healthcare Wickenburg
viii. Adelante Healthcare Gila Bend
ix. Adelante Healthcare Central Phoenix
x. Adelante Healthcare Surprise
1. Within the first 6 months of contract cycle,
meet with county to develop a workplan timeline
for CHNA analysis, prioritization, and reporting
that that aligns with Adelante Healthcare 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,
SECTION II
SCOPE OF WORK
11
2. Provide a draft of analysis within 60 days
of Adelante Healthcare indicator selection
3. Provide a final analysis within 30 days of
Adelante Healthcare 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, Policy Map,
Census.gov, and other sources as available.
Note: Each data source has a different lag
period of when it becomes available, which
may limit the recency of data provided.
Census-released population data is needed
to calculate rates, which may delay analysis
of any recent data received.
provide county staff with list of indicator request
from the “Common health indicator list.”
4. Within 30 days of draft indicator analysis
submission, provide feedback and request for
any additional analyses.
5. Provide at minimum 2 weeks’ notice for any
additional requests or data modifications.
Facilitated
Prioritization
1. Co-design a facilitation strategy for
Adelante Healthcare prioritization sessions
and presentations to gather feedback and
receive approval from necessary committees.
2. Develop a slide deck including up to thirty-
five 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.
4a. Within the three-year contract
period,provide up to fifteen cumulative hours
of presentation time to boards/committees in
a virtual or in-person format. County will
1. Co-design a facilitation strategy for Adelante
Healthcare 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
12
provide Adelante with updates on hours used,
upon request.
4b. Cooperate with Adelante Healthcare to
schedule in-person and virtual presentations.
4c. Presentation time beyond 15 hours may
be provided for an additional fee.
CHNA Report
1a. Produce one final HRSA-compliant
Community Health Needs Assessment
report1 following template and deadline
determined by Adelante Healthcare and
county for the following PSA:
Adelante Healthcare Combined PSA
1b. Include 2–3-page executive summaries
embedded in the report for each of the
following PSAs:
i. Adelante Healthcare Goodyear
ii. Adelante Healthcare Mesa
iii. Adelante Healthcare Peoria
iv. Adelante Healthcare Buckeye
v. Adelante Healthcare West Phoenix
vi. Adelante Healthcare Wickenburg
vii. Adelante Healthcare Gila Bend
viii. Adelante Healthcare Central Phoenix
ix. Adelante Healthcare Surprise
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 (four drafts,
maximum) of the report to Adelante
Healthcare for review and approval prior to
the final draft.
4. Collaborate with Adelante Healthcare
marketing/communications team to develop
final report/executive summary design as
requested by Adelante Healthcare and
provided in Word and PDF.
1According to HRSA posted requirements
https://bphc.hrsa.gov/compliance/compliance-
manual/chapter3
1. Within the first 6 months of the 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 Adelante Healthcare 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 Adelante Healthcare system office.
4. Complete designated sections of CHNA report
specific to Adelante Healthcare background.
5. Provide feedback within three 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.
Supplemental
Report with
2023 CHNA
Data
1. Within first year of contract cycle, provide a
supplemental report with 2023 CHNA data for
the following PSA:
Adelante Healthcare Combined PSA
2. The report will include the following
information:
i. One page summary of CHNA
demographics and methods.
1. Within the first 6 months of the contract cycle,
provide county with supplemental CHNA report
component format, content requirements,
images, and branding guidelines as specified by
Adelante Healthcare system office.
2. Provide feedback within two weeks of report
draft submissions or according to agreed-upon
timeline.
3. If desired, produce final report formats beyond
Word or PDF (e.g., dashboard, webpage
integration, etc.)
SECTION II
SCOPE OF WORK
13
ii. One page summary of top health and
social needs by race/ethnicity, age, and
priority populations.
iii. For up to four health priorities, provide
CHNA-related survey, qualitative, and
focus group data not to exceed one page
per priority.
iv. For up to three additional measures of
choice, provide analyses by race/ethnicity,
age, priority pop, not to exceed one page
per measure.
v. One page conclusion.
4. Include Maricopa County Public Health logo in
final published report and acknowledge support
of MCDPH CHNA Team.
SECTION III
COMPENSATION
14
1.
COMPENSATION
A. Adelante Healthcare will compensate in the following manner:
a.
Year 1: Three payments upon the following deliverable completion (reference
attached deliverable schedule as well). Invoice with Net 45 terms.
aa. Payment 1: Upon Adelante receiving all data analysis and contract is
executed and approved by MCDPH Board of Directors (9/13/2023 anticipated
date)
bb. Payment 2: 10/18 2023: MCDPH Provides Draft 2 Report
cc. Payment 3: 12/20/2023: AHC CHNA Publication
b. Year 2: Quarterly payments. Invoice with Net 45 terms.
c. Year 3: Quarterly payments. Invoice with Net 45 terms.
B. The contract amount is not to exceed (NTE) $36,000 for the life of this Contract.
C. 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 the price sheet for additional services.
2.
SCHEDULE OF DELIVERABLES
Deliverable
Date
6/1/2023
Zip codes finalized
7/19/2023
Indicators Analyzed
8/2/2023
MCDPH to present 30 indicators
8/3/2023
MCDPH to present 15 indicators
8/16-22/2023
MCDPH to present final indicators
9/9/2023
Adelante Prioritizes
9/27/2023
MCDPH Provides Draft 1 Report
10/18/2023
MCDPH Provides Draft 2 Report
11/1/2023
Submit to Board
12/7/2023
Board Adoption
12/20/2023
Publication
2.
METHOD OF PAYMENT
A. Invoices shall be submitted to:
Adelante Healthcare info:
invoice@adelantehealthcare.org
SECTION III
COMPENSATION
15
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
Adelante Healthcare
4041 N. Central Avenue
3033 N. Central Avenue
Suite #600
Suite 145
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
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 Adelante Healthcare (“ADELANTE HEALTHCARE”) pursuant to the agreement
between Associate and Adelante Healthcare dated ___________________, as well as all future
agreements entered into by the Parties (collectively, the “Agreement”). Associate and Adelante Healthcare
(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 Adelante Healthcare 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 all prior business associate agreements entered 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 Adelante Healthcare, 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 fulfill the legal responsibilities of
Associate, provided that if Associate makes a disclosure of PHI:
i. The disclosure is Required by Law; or
ii. Associate first secures written assurances from the receiving party that the
receiving party will: (i) hold the PHI confidentially; (ii) use or disclose the PHI only
as required by law or for the purposes for which it was disclosed to the recipient;
and (iii) notify the Associate of any breaches in the confidentiality of the PHI.
Notwithstanding the foregoing, the Parties explicitly agree that unless the de-identification
requirements in Section 1(e) of this BAA are met, Associate’s use of PHI in demonstrating its
services or product to an outside third party is 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
SECTION IV
BUSINESS ASSOCIATE AGREEMENT
17
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 of 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 Adelante Healthcare. 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 Adelante Healthcare.
3.
REPORTS OF IMPERMISSIBLE USE OR DISCLOSURE.
a.
Notification of an Impermissible Use or Disclosure of PHI. Associate will report to Adelante
Healthcare 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 Adelante Healthcare any Security
Incident of which it becomes aware within five (5) business days of its discovery. Notwithstanding
the foregoing, Associate and Adelante Healthcare acknowledge the ongoing existence and
occurrence of attempted but unsuccessful Security Incidents that are trivial in nature, such as pings
and port scans, Adelante Healthcare acknowledges and agrees no additional notification to
Adelante Healthcare 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 Adelante Healthcare of
these attempts and provide the name, if available, of said party. At the request of Adelante
Healthcare, 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 Adelante Healthcare 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 Adelante Healthcare 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 Adelante Healthcare in the
investigation of a Security Event and understands and agrees that Adelante Healthcare 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 Adelante Healthcare may,
in its sole discretion, require Associate to provide all notifications that Adelante Healthcare is
SECTION IV
BUSINESS ASSOCIATE AGREEMENT
18
required to make pursuant to the Breach Notification Rule and any other applicable laws. Adelante
Healthcare 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
Adelante Healthcare 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 Adelante
Healthcare 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 Adelante Healthcare with a copy of such list
upon reasonable request.
5.
OBLIGATIONS REGARDING ASSOCIATE PERSONNEL. Associate will appropriately inform
and train all 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 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.
Adelante Healthcare Access. Within five (5) business days of a request by Adelante Healthcare
for access to PHI held by Associate in a Designated Record Set, Associate will make the requested
PHI available to Adelante Healthcare, in the time, manner, and format requested by Adelante
Healthcare 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 Adelante Healthcare 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 Adelante Healthcare. Within five (5) business
days of the request, Associate will forward such request in writing to Adelante Healthcare. Adelante
Healthcare 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 Adelante
Healthcare 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 Adelante
Healthcare to amend an Individual’s PHI held by Associate in a Designated Record Set, Associate
will provide such information to Adelante Healthcare for amendment. If Adelante Healthcare’s
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 Adelante Healthcare’s
request. Associate will forward to Adelante Healthcare within five (5) business days any requests
by Individuals to Associate to amend PHI within its or Adelante Healthcare’s possession. Adelante
Healthcare 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.
SECTION IV
BUSINESS ASSOCIATE AGREEMENT
19
a.
Disclosure Records. Associate agrees to document such disclosures of PHI and information
related to such disclosures as would be required for Adelante Healthcare 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 Adelante Healthcare to Associate of an Individual’s request for an accounting of disclosures,
Associate will provide Adelante Healthcare 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
Adelante Healthcare. Associate will forward the request to Adelante Healthcare within five (5)
business days of Associate’s receipt of the request and will make its records of disclosures
available to Adelante Healthcare as otherwise provided in this Section Adelante Healthcare 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 Adelante Healthcare as required by this Section 8 shall survive
for six (6) years from the effective date of the relevant Agreement, Associate shall provide Adelante
Healthcare 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 Adelante Healthcare 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 Adelante Healthcare’s instructions. If Associate receives
a request to restrict the disclosure of PHI directly from an Individual, Associate shall promptly notify
Adelante Healthcare of such request, and Adelante Healthcare 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 Adelante Healthcare’s obligations under the Privacy Rule, Associate shall
comply with the requirements of the Privacy Rule that apply to Adelante Healthcare 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 Adelante Healthcare, its agents, representatives, officers,
directors, officials and employees from and against all allegations, demands, proceedings,
SECTION IV
BUSINESS ASSOCIATE AGREEMENT
20
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
Adelante Healthcare, its agents, representatives, officers, directors, officials and employees.
b. If any claim, action or proceeding is brought Adelante Healthcare by reason of any event that is the
subject of this BAA and or described herein, upon demand made by Adelante Healthcare,
Associate, at its sole cost and expense, shall pay, resist or defend such claim or action on behalf
of Adelante Healthcare by an attorney hired by Associate, or if covered by insurance, Associate’s
insurer, all of which must be approved by Adelante Healthcare, which approval shall not be
unreasonably withheld or delayed. Adelante Healthcare shall cooperate with all reasonable efforts
in the handling and defense of such claim. Included in the foregoing, Adelante Healthcare 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 Adelante Healthcare, which
approval shall not be unreasonably withheld or delayed. If Associate neglects or refuses to defend
Adelante Healthcare as provided by this BAA, any recovery or judgment against Adelante
Healthcare for a claim covered under this BAA shall conclusively establish Associate’s liability
Adelante Healthcare in connection with such recovery, fine, penalty, or judgment. Further, if
Adelante Healthcare desires to settle such dispute, Adelante Healthcare 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 Adelante Healthcare, at no cost to Adelante
Healthcare to testify as witnesses, or otherwise, in the event of litigation or administrative
proceedings being commenced against Adelante Healthcare, 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 Adelante Healthcare all PHI received from Adelante Healthcare or created or received by
Associate on behalf of Adelante Healthcare 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 Adelante Healthcare’s
SECTION IV
BUSINESS ASSOCIATE AGREEMENT
21
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 Adelante
Healthcare and will require that such Subcontractor directly return PHI to Adelante Healthcare 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 Adelante Healthcare 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. Adelante Healthcare will promptly
notify Associate of whether it agrees that the return or destruction of PHI is infeasible. If Adelante
Healthcare 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 Adelante
Healthcare to be infeasible. If Adelante Healthcare does not agree that the return or destruction of
PHI from Associate or its Subcontractors is infeasible, Adelante Healthcare 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
Adelante Healthcare’s notice.
14.
TERMINATION. Adelante Healthcare and Associate may immediately terminate this BAA upon
written notice to the other Party if Adelante Healthcare 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.
Adelante Healthcare Access. Following a Security Event, or for purposes of Adelante Healthcare
responding to a government inquiry or judicial or administrative process, Associate will, within five
(5) business days of Adelante Healthcare’s 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 Adelante Healthcare 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 Adelante Healthcare because 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
Adelante Healthcare 's and Associate’s compliance with the Security Rule.
16.
NOTICES.
SECTION IV
BUSINESS ASSOCIATE AGREEMENT
22
Any notices required under this BAA will be sent to the Parties at the following address by first class mail,
fax, or hand delivery:
ADELANTE HEALTHCARE
MARICOPA COUNTY DEPARTMENT OF
PUBLIC HEALTH
3033 N. Central Avenue, Suite 145
4041 N. Central Avenue, Suite 1400
Phoenix, AZ 85012
Phoenix, AZ 85012
Fax: 602-346-0399_____
Fax:
602-506-6885
Attn: Pedro Cons _____
Attn:
Annie Daymunde
a.
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 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. Adelante Healthcare 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 Adelante Healthcare 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.
SECTION IV
BUSINESS ASSOCIATE AGREEMENT
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 this Contract:
FOR AND ON BEHALF OF
ADELANTE HEALTHCARE
MARICOPA COUNTY
By
By:_________________________________
Chairman, Board of Supervisors
Name:______________________________
Date
ATTEST:
Title:_______________________________
Clerk of the Board
Date:_______________________________
Date
APPROVED AS TO FORM:
Attorney for Maricopa County
Date
By: _________________________________
Name: ______________________________
Chief People Officer
Date:________________________________
Pedro Cons (Sep 6, 2023 20:54 PDT)
Pedro Cons
Sep 6, 2023
CEO
Pedro Cons
Audrey M. Bohanan (Sep 7, 2023 08:40 PDT)
Audrey M. Bohanan
Sep 7, 2023
Audrey M. Bohanan
Adelante FQHC 23_26 Contract_Final_8-25-23
Final Audit Report
2023-09-07
Created:
2023-09-06
By:
Theresa Poindexter (theresa.poindexter@maricopa.gov)
Status:
Signed
Transaction ID:
CBJCHBCAABAAl7ece5Ii5JFiSCGI0SmXIZeJATT1g2-1
"Adelante FQHC 23_26 Contract_Final_8-25-23" History
Document created by Theresa Poindexter (theresa.poindexter@maricopa.gov)
2023-09-06 - 6:28:50 PM GMT
Document emailed to pcons@adelantehealthcare.org for signature
2023-09-06 - 6:31:17 PM GMT
Email sent to erika.depasquale@adelantehealthcare.gov bounced and could not be delivered
2023-09-06 - 6:31:27 PM GMT
Email viewed by pcons@adelantehealthcare.org
2023-09-07 - 3:53:39 AM GMT
Signer pcons@adelantehealthcare.org entered name at signing as Pedro Cons
2023-09-07 - 3:54:29 AM GMT
Document e-signed by Pedro Cons (pcons@adelantehealthcare.org)
Signature Date: 2023-09-07 - 3:54:31 AM GMT - Time Source: server
Document emailed to abohanan@adelantehealthcare.org for signature
2023-09-07 - 3:54:32 AM GMT
Email viewed by abohanan@adelantehealthcare.org
2023-09-07 - 3:38:59 PM GMT
Signer abohanan@adelantehealthcare.org entered name at signing as Audrey M. Bohanan
2023-09-07 - 3:40:02 PM GMT
Document e-signed by Audrey M. Bohanan (abohanan@adelantehealthcare.org)
Signature Date: 2023-09-07 - 3:40:04 PM GMT - Time Source: server
Agreement completed.
2023-09-07 - 3:40:04 PM GMT