NATIVE HEALTH 23_26 CONTRACT 8.15.23_V2 (2).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
NATIVE HEALTH
4041 N. Central Ave, Phoenix, Arizona 85012
1.
Contract No:
________
2. Contract Type: Service ____________
3.
Contract Amount: $_39,000______
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 Native Health referred to as “Native Health” and Maricopa
County, by and through its Department of Public Health referred to as the “County” or “Contractor.” Native Health and the County
are collectively referred to as the “Parties” and individually as a “Party.” Contractor, for and in consideration of the covenants and
conditions set forth, shall provide and perform the services as set forth below. All rights and obligations of the Parties shall be
governed by the terms of this Contract, its exhibits, attachments, and appendices, including any subcontracts or Contracts 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 Native Health in any state or federal
court.
Legal Notice under this Contract shall be given by personal delivery or by registered or certified mail, postage prepaid, return
receipt requested, to the addresses set forth below and shall be effective upon receipt by the Party to whom addressed unless
otherwise indicated in the notice.
Notice to: Native Health
Phone: (602) 279-5262
Address: 4041 North Central Avenue, Phoenix, Arizona 85012
Notice to Department: MCDPH Grants/Contract Unit
Phone: (602) 372-0674
Address: 4041 North Central Avenue, Suite #1400, Phoenix, Arizona 85012
IN WITNESS WHEREOF, the Parties enter into this Contract:
NATIVE HEALTH
MARICOPA COUNTY DEPT OF PUBLIC HEALTH
Signature
Signature
Name
Name
Title
Title
Chairman, Board of Supervisors
Date
Date
Aug 16, 2023
Walter Murillo
CEO
ATTEST:
Signature
ATTEST:
Signature
Date
Date
Clerk of the Board
APPROVED AS TO FORM:
Signature
Signature
Date
Date
Deputy Attorney for Maricopa County
SECTION I
GENERAL PROVISIONS
1.
EFFECT
To the extent the Scope of Work conflicts with the General Provisions the Scope of Work
shall control.
2.
DEFINITIONS
As used throughout this Contract, the following terms shall have the following meanings:
A.
Contract means this document and all exhibits, attachments, appendices, and
amendments to this Contract.
B.
County means Maricopa County, Arizona.
C.
Department means the Maricopa County Department of Public Health (MCDPH).
D.
Director means the Director of the Department.
E.
Funding Source means any federal, state, or private agency funding source that
may impose conditions on the funding that will be passed on to the County.
F.
Designated Record Set means a group of records maintained by or for a covered
entity that comprises medical and billing records about individuals maintained by
or for a covered health care provider; enrollment, payment, claim adjudication, and
case or medical management record systems maintained by or for a health plan,
and other records that are used in whole or in part, by or for the covered entity to
make decisions about individuals.
G.
Healthcare Partner means a person or health care facility licensed, certified, or
otherwise authorized or permitted by law to administer health care in the ordinary
course of business or practice of a profession. This 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 Native Health.
4.
AMENDMENTS
All amendments to this Contract shall be in writing and signed by the Parties.
SECTION I
GENERAL PROVISIONS
5.
RETENTION OF RECORDS, AUDITS, AND DISALLOWANCES
A.
This provision applies to all financial and programmatic records, supporting
documents, statistical records, and other records of the County, which are
reasonably considered as relevant to this Contract.
B.
The County shall retain all financial books, records, and other documents relevant
to this Contract for five years after final payment or until after the resolution of any
audit questions, which could take more than five years, whichever is longer. The
County, federal, or state auditors, and any other persons duly authorized by the
County, shall have full access to, and the right to examine, copy, and make use of
any and all such materials.
C.
The County shall reimburse Native Health for any payments made under this
Contract that are disallowed by a federal, state, or Maricopa County audit in the
amount of the disallowance.
6.
ASSIGNMENT / SUBCONTRACTING
No rights, liability, obligations, or duties under this Contract may be assigned, delegated,
or subcontracted by the County or Native Health without the prior written approval of the
other Party. Any attempt to assign any portion of this Contract without the written consent
of the other Party shall constitute a breach of this Contract. Any assignment shall not alter
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 Native Health may terminate this Contract at any time with at least
30 days prior written notice to the other Party. Such notice shall be given by
electronic notice, personal delivery or by Registered or Certified Mail, postage
prepaid and return receipt requested.
B.
This Contract may be terminated by mutual written agreement of the Parties
specifying the termination date.
C.
If not terminated by one of the methods stated above, this Contract shall terminate
on the expiration date of this Contract as stated on the Cover Page.
D.
If either Party defaults under this Contract and the default continues for more than
10 days after the effective date of the other Party’s written notice stating the
specific nature of the default, then the noticing Party may treat the default as a
breach of this Contract. Upon a breach, the aggrieved Party may exercise any
remedy available under the law, including the termination of this Contract. Upon a
breach, the aggrieved Party may exercise any remedy available under the law,
including the termination of this Contract. If more than one activity is funded by this
Contract the County may terminate any part of the Work Statement obligations
without impairing the remaining obligations.
E.
This contract is subject to cancellation pursuant to A.R.S. § 38-511.
SECTION I
GENERAL PROVISIONS
F.
If Native Health terminates this Contract prior to the expiration date, Native Health
will remain responsible for payment to County for all work and services performed
through the date of termination and for reimbursement to County of all non-
cancellable commitments incurred in the performance of the work or service.
G.
Upon termination or expiration, the property purchased in furtherance of this
Contract will remain the property of the purchasing Party, unless expressly
specified other.
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.
NON-LIABILITY
Neither Party or their officers and employees shall be liable for any act or omission by the
other Party or any subcontractor, employee, officer, agent, or representative.
11.
COVENANT AGAINST CONTINGENT FEES
Each warrant 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 DATA
The Parties shall have the use of data and reports resulting from this Contract without cost
or other restriction, except as may otherwise be provided herein or by law or applicable
regulation. Each Party shall supply to the other Party, upon request, any available
information known to the supplying Party that is relevant to this Contract and to the
performance hereunder.
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 Native Health.
SECTION I
GENERAL PROVISIONS
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 2003-01, which mandates that all persons shall have equal access to
employment opportunities. The Parties shall also comply with all applicable provisions of
the Americans with Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.).
16.
RIGHT TO EXTEND CONTRACT
Subject to the availability of funds and acceptable County performance, based upon
mutual agreement by Native Health and the County, the Contract may be extended for 1
additional month, not to exceed a total extended term of eight (8) months, except that the
cost will be subject to renegotiation.
17.
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
A.
The undersigned (an authorized official signing for the County) certifies to the best
of his or her knowledge and belief, that the County, defined as the primary
participant in accordance with 2 CFR Part 180, and its principals and
subcontractors, if any:
1)
are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any federal
department or agency;
2)
have not, within the 3-year period preceding this Contract, been convicted
of or had a civil judgment rendered against them for the commission of
fraud or a criminal offense in connection with obtaining, attempting to
obtain, or performing a public (federal, state, or local) transaction or
contract under a public transaction; or violated any Federal or State
antitrust statutes; or committed embezzlement, theft, forgery, bribery,
falsification or destruction of records, making false statements, or receiving
stolen property;
SECTION I
GENERAL PROVISIONS
3)
are not presently indicted or otherwise criminally or civilly charged by a
government entity (Federal, State, or local) with the commission of any of
the offenses enumerated in paragraph (2) of this certification; and
4)
have not, within the 3-year period preceding this Contract, had one or more
public transactions (Federal, State, or local) terminated for cause or default.
B.
If the County is not able to provide this certification, an explanation as to why shall
be attached to this Contract.
C.
The County shall include, without modification, this clause in all lower tier covered
transactions (i.e., transactions with subcontractors) and in all solicitations for lower
tier covered transactions related to this Contract.
18.
E-VERIFICATION OF EMPLOYEES
The County warrants that it is following A.R.S. § 41-4401 and further acknowledges:
A.
That the County and its subcontractors, if any, warrant their compliance with all
federal immigration laws and regulations that relate to their employees and their
compliance with A.R.S. § 23-214, subsection A: after December 31, 2007, every
employer, after hiring an employee, shall verify the employment eligibility of the
employee through the verify program and shall keep a record of the verification for
the duration of the employee's employment or at least three years, whichever is
longer.
B.
That a breach of a warranty under subsection A above shall be deemed a material
breach of this Contract that entitles Native Health to, among other things, terminate
this Contract without liability.
C.
The papers of and employee who works on this Contract may be inspected by the
appropriate authorities to ensure compliance with the warranty provided under that
subsection A above, and that the County shall make all papers and employment
records of said employee(s) available during normal working hours in order to
facilitate such an inspection.
D.
That nothing herein shall make the County or any subcontractor an agent or
employee of Native Health.
19.
WRITTEN CERTIFICATION PURSUANT TO A.R.S. § 35-393.01
If Native Health engages in for-profit activity and has 10 or more employees, and if this
agreement has a value of $100,000 or more, Native Health certifies it is not currently
engaged in and agrees for the duration of this agreement 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
21.
WRITTEN CERTIFICATION PURSUANT TO A.R.S. § 35-394.
Native Health warrants and certifies that it does not currently, and agrees for the
duration of the Agreement, 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 Native Health becomes aware during the term
of this Agreement that the Contractor is not in compliance with this
paragraph, Native Health shall notify the County within five business days
after becoming aware of the noncompliance. If the Native Health fails to
provide a written certification to the County that the Native Health has
remedied the noncompliance within 180 days after notifying the County of its
noncompliance, the agreement terminates, except that if the agreement
termination date occurs before the end of the 180-day period, the agreement
terminates on the agreement termination date.
22.
DISPUTE RESOLUTION
The Parties shall meet and confer to resolve any dispute that arises out of this Contract.
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
Native Health, make changes within the scope of this Contract in any one or more of
the following areas:
1) Scope of Work activities reflecting changes in the scope of services, Funding
Source, or County regulations, policies, or requirements.
2) Administrative requirements, such as changes in reporting periods, frequency
of reports, or report formats required by funding source, or County
regulations, policies, or requirements.
3) Contractor reimbursement schedules and program budgets
B. The Director shall not increase or decrease the maximum reimbursable amount to be
paid the Contractor without an official amendment to this Contract. Additionally, the
Director shall not direct substantive changes in services to be rendered by the
Contractor.
C. Any dispute or disagreement caused by such written order shall constitute a
"Dispute" within the meaning of the Disputes clause of this Contract and shall be
administered accordingly.
SECTION I
GENERAL PROVISIONS
24.
SPECIAL REQUIREMENTS
A.
The County shall use written subcontracts, consultant agreements and Business
Associate Agreements that conform to federal and state laws and regulations, and
to the requirements of this Contract appropriate to the service or activity covered
by the subcontract. These provisions apply with equal force to the subcontract as
if the subcontractor were the County referenced herein. The County is responsible
for performing under this Contract whether or not Subcontractors are used. The
County shall submit a copy of each Subcontract to Native Health 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 Native Health shall have access to the subcontractor’s
facilities and the right to examine any books, documents, and records of the
subcontractor, involving transactions related to the subcontract and that such
books, documents, and records shall not be disposed of except as provided herein.
25.
INDEMNITY AND INSURANCE:
The Parties agree that both are Self-Insured entities.
Each party (as "Indemnitor"), to the fullest extent permitted by law, agrees to indemnify,
defend, and hold harmless the other party (as "Indemnitee") from and against any and
all claims, losses, liability, costs, or expenses (including reasonable attorney's fees)
(hereinafter collectively referred to as "claims") arising out of the negligent performance
of this agreement, but only to the extent that such 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
Native Health 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 Native Health or of any of Native Health’s affiliated entities in any
advertising, publicity, endorsement, or promotion unless Native Health has provided prior
written consent for the particular use contemplated. All requests for approval pursuant to
this Section must be submitted to Native Health, at least 5 business days prior to the date
on which a response is needed. The terms of this section survive the termination,
expiration, non-renewal, or rescission of this Contract.
SECTION II SCOPE OF WORK
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 2023 and other sources that address priority.
SECTION II
SCOPE OF WORK
3.
SERVICE GOALS:
Service/
Deliverable
County agrees to:
Native Health agrees to:
Synapse
Membership
1. Administer and convene meetings of the
Community Health Needs Assessment
Partners Synapse Coalition either virtually or
in-person at minimum 8 times per year, and
to convene joint meetings of the Synapse and
Health Improvement Partnership of Maricopa
County (HIPMC) at minimum 2 times per
year.
2. Provide Synapse members with calendar
invites, meeting reminders and minutes, and
access to a shared folder of meeting
materials, recordings, and action items.
3. Provide Synapse members with at
minimum two county points of contact and
provide partner with any changes to assigned
staff and/or contact information within 4
weeks of changes.
1. Assign and allow at minimum 2 and at
maximum 5 employee of Native Health to
actively participate on the Synapse coalition as a
representative of Native Health to make and/or
influence decisions on the development and
implementation of the CHNA process. For
decisions requiring consensus, Native Health will
have one vote.
2. Provide representation at Synapse meetings
to ensure influence on the development of CHNA
and Synapse work.
3. Review and update assigned staff contact
information annually and provide county with any
changes to assigned staff and/or contact
information within 4 weeks of changes.
Partner-
Specific
CHNA and
Prioritization
Strategy
1. Meet with Native Health individually within
first 6 months of contract cycle to develop a
workplan timeline for all deliverables that
aligns with Native Health needs and county
capacity.
2. Develop a plan for health issue
prioritization, stakeholder/committee
engagement, and report format development
tailored to the healthcare partner.
3. Maintain reliable communication via virtual
meetings, emails, and phone calls as needed
based on the phase of the workplan. County
will provide reminders about meetings and
workplan timelines.
4. Develop meeting agendas and provide
meeting minutes and timeline updates
following all virtual meetings.
5. Set up a process for shared documentation
according to partner's technology
permissions, such as Dropbox, SharePoint,
Trello, etc.
1a. Meet with county within first 6 months of
contract cycle to develop a workplan timeline for
all deliverables that aligns with Native Health
needs and county capacity.
1b. At the beginning of workplan timeline
development, provide county with organization-
specific timelines and requirements including
external CHNA submission deadlines, internal
board/committee timelines, deliverable
requirements specific to Native Health, and any
necessary approval processes.
2. Develop a plan for health issue prioritization,
stakeholder/committee engagement, and report
format development tailored to Native Health’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 Native Health may
result in delays to workplan timelines. County is
not responsible for making up time lost due to
delayed communication by Native Health but will
work with the partner to modify the timeline
accordingly.
4. Review meeting agendas, meeting minutes,
updated timeline and provide additions,
corrections, or feedback
5. Verify Native Health requirements for shared
documentation and work with county to set up
sharing platform such as Dropbox, SharePoint,
Trello, etc.
SECTION II
SCOPE OF WORK
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 Native
Health according to organization's policies. This
may include sharing the survey to staff, clients,
and community networks via emails, social
media, physical materials, and tabling or
attending events.
1b. Help identify non-traditional opportunities to
promote the CHNA survey in the community
through marketing strategies and public events.
2. One month prior to the launch of the CHNA
survey, provide county with a brief written
description of their intended CHNA survey
promotional strategy and identify opportunities
where county can support.
CHNA Data
Reporting
1. Provide Synapse partners with CHNA
survey analysis with measures analyzed by
county, by region, and 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 Native Health’s
selection for the following PSAs:
i. Native Health Combined PSA
ii. Native Health Central
iii. Native Health Mesa
iv. Native Health West
2. Provide a draft of analysis within 60 days
of Native Health indicator selection
3. Provide a final analysis within 30 days of
Native Health feedback
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 Native Health needs and county
capacity.
2. 90 days before draft analysis is due, provide
zip codes for Primary Service Areas (PSA) of
analysis. Zip codes may be modified up until
indicator request is submitted (60 days before
draft analysis is due).
3. 60 days before draft indicator analysis is due,
provide county staff with list of indicator request
SECTION II
SCOPE OF WORK
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.
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 Native
Health 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 Native
Health 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.).
CHNA Report
1a. Produce one final HRSA-compliant
Community Health Needs Assessment
report1 following template and deadline
determined by Native Health and county for
each of the following PSAs:
1. Within first 6 months of contract cycle, provide
county with CHNA submission deadlines
including internal board/committee approval and
final HRSA deadline.
SECTION II
SCOPE OF WORK
i. Native Health Combined PSA
ii. Native Health Mesa
1b. Include 2-3 page executive summaries
embedded in the report for each of the
following PSAs:
i. Native Health Central
ii. Native Health Mesa
iii. Native Health West
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 Native Health for review
and approval prior to final draft.
4. Collaborate with
marketing/communications team to develop
final report/executive summary design as
requested by Native Health and provided in
Word and PDF.
1According to HRSA posted requirements
https://bphc.hrsa.gov/compliance/compliance-
manual/chapter3
2. At the beginning of the report/executive
summary development process, involve and
define roles of relevant Native Health staff such
as program managers, compliance officers,
marketing staff, etc.
3. Provide County with CHNA report template or
description of report component format/content
requirements/images, branding guidelines as
specified by Native Health system office.
4. Complete designated sections of CHNA report
specific to Native Health 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, Native Health shall pay the County for the
services described herein for a sum not to exceed the Contract Amount listed on the
cover page of this Contract in equal yearly installments of $13,000 over the three-
year term of this Contract.
B. Native Health shall pay the County an amount not to exceed (NTE) $39,000 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.
YR 1
YR 2
YR 3
Yearly Base Amount (includes one PSA analysis)
$12,000
$12,000
$12,000
Yearly Amount per Additional Report (x1)
$1,000
$1,000
$1,000
Total Yearly Amount
$13,000
$13,000
$13,000
2.
METHOD OF PAYMENT
A. Invoice with net 45 terms.
B. Invoices shall be submitted to:
Amanda Watch: awatch@nachci.com
Francie Spencer: fspencer@nachci.com
3.
NOTICE
Any notice given under this Contract shall be sent to the attention of the
following:
Maricopa County
Department of Public Health,
Office of Community Empowerment
Native Health
4041 N. Central Avenue
4041 N. Central Avenue
Suite #600
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 ASSOCIATION 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 Native Health (“NATIVE HEALTH”) pursuant to the agreement between Associate and
NATIVE HEALTH dated ___________________, as well as all future agreements entered into by the
Parties (collectively, the “Agreement”). Associate and Native Health (individually a "Party" and collectively
the "Parties") agree to the terms and conditions of this BAA in order to comply with the use and disclosure
of Protected Health Information (“PHI”) (as defined at 45 C.F.R.§ 160.103) provisions of the Standards for
Privacy of Individually Identifiable Health Information, at 45 C.F.R. Parts 160 and 164, Subparts A and E,
as amended from time to time (the “Privacy Rule”); the Security Standards for the Protection of Electronic
PHI, 45 C.F.R. Parts 160 and 164, Subparts A and C (the "Security Rule"); and the standards for Notification
in the Case of Breach of Unsecured PHI, 45 C.F.R. Part 164, Subpart D (the "Breach Notification Rule")
(collectively, the “HIPAA Rules”). Unless otherwise provided herein, all capitalized terms in this BAA will
have the same meaning as provided under the HIPAA Rules and HITECH (as defined below). Associate
and Native Health will comply with the terms of this BAA for the duration of the Agreement and for such
other continuing periods as provided in this BAA. This BAA shall supersede any and all prior business
associate agreements entered into between the Parties.
1. USES AND DISCLOSURES OF PROTECTED HEALTH INFORMATION.
a. Performance of Services. Associate will use and disclose PHI only for those purposes necessary
to perform its duties, obligations, and functions under the Agreement, or as otherwise expressly
permitted or required by this BAA or as Required by Law. Associate will not use or further disclose
any PHI in violation of this BAA or in a manner that, if done by Native Health, would violate the
Privacy Rule.
b. Limited Data Sets. Associate will limit any uses, disclosures, or requests of PHI to a Limited Data
Set, as defined in 45 C.F.R. § 164.514(e)(2), or if needed by Associate to the minimum necessary
PHI required to accomplish the intended purpose of the use, disclosure, or request, as defined by
the Privacy Rule, pursuant to the Health Information Technology for Economic and Clinical Health
Act (“HITECH”), and any regulations or guidance promulgated thereunder by the Secretary. For
any disclosures of PHI pursuant to this BAA, the Party disclosing the PHI shall determine what
constitutes the minimum necessary to accomplish the intended purpose of the disclosure.
c. Data Aggregation. Associate may use PHI to perform data aggregation services as permitted by
45 C.F.R. § 164.504(e)(2)(i)(B).
d. Associate’s Management and Administration. Associate may use or disclose PHI for the
necessary management and administration of Associate, or to carry out the legal responsibilities of
Associate, provided that if Associate makes a disclosure of PHI:
i. The disclosure is Required by Law; or
ii. Associate first secures written assurances from the receiving party that the
receiving party will: (i) hold the PHI confidentially; (ii) use or disclose the PHI only
as required by law or for the purposes for which it was disclosed to the recipient;
and (iii) notify the Associate of any breaches in the confidentiality of the PHI.
Notwithstanding the foregoing, the Parties explicitly agree that unless the de-identification
requirements in Section 1(e) of this BAA are met, Associate’s use of PHI in demonstrating its
services or product to an outside third party is strictly prohibited by this BAA.
e. De-Identification. Associate may de-identify the PHI, provided that such de-identification is in
accordance with 45 C.F.R. § 164.514(b)92) and such resulting de-identified information is only
SECTION IV BUSINESS ASSOCIATION 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 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 Native Health. Associate will also comply with the
applicable requirements of Subpart C of Part 164 of the Security Rule in the same manner such
provisions apply to Native Health.
3.
REPORTS OF IMPERMISSIBLE USE OR DISCLOSURE.
a. Notification of an Impermissible Use or Disclosure of PHI. Associate will report to Native Health
any use or disclosure of PHI not permitted by this BAA, including any Breach of Unsecured PHI,
as soon as reasonably practicable but in all events, within five (5) business days of its discovery.
b. Notification of Security Incidents. Associate also will report to Native Health any Security
Incident of which it becomes aware within five (5) business days of its discovery. Notwithstanding
the foregoing, Associate and Native Health acknowledge the ongoing existence and occurrence of
attempted but unsuccessful Security Incidents that are trivial in nature, such as pings and port
scans, and Native Health acknowledges and agrees no additional notification to Native Health of
such unsuccessful Security Incidents is required. However, to the extent that Associate becomes
aware of an unusually high number or pattern of unsuccessful Security Incidents due to the
repeated acts of a single party, Associate shall notify Native Health of these attempts and provide
the name, if available, of said party. At the request of Native Health, Associate shall use its best
efforts to identify the date of the Security Incident, Associate’s response to the Security Incident
and the identification of the party responsible for causing the Security Incident, if known.
c. Content of Notifications. Associate's notices provided under this Section 3 will include, to the
extent possible, the identification of each Individual whose PHI has been, or is reasonably believed
by Associate to have been, accessed, acquired, used, or disclosed during or as a result of the
impermissible use or disclosure of PHI, or a Security Incident (“Security Event”). Associate shall
also provide Native Health with at least the following information: a description of the Security
Event, including the date of the Security Event and date of discovery, if known; a description of the
types of PHI involved in the Security Event; any steps Individuals should take to protect themselves
from potential harm as a result of the Security Event; and any other information requested by Native
Health related to the Security Event. Associate shall supplement such notice with further
information as it becomes available, even if such information becomes available after Individuals
have been notified of the Security Event.
d. Cooperation by Associate. Associate agrees to cooperate with Native Health in the investigation
of a Security Event and understands and agrees that Native Health in its sole discretion will
determine whether or not a Security Event is a Breach and/or triggers notification obligations.
e. Obligation to Provide Notifications. In the event that Associate, or its Workforce members or
Subcontractors cause a Security Event, or a Security Event occurs while PHI is in Associate’s
possession or is being transmitted by Associate, Associate agrees that Native Health may, in its
sole discretion, require Associate to provide all notifications that
Native Health is required to make pursuant to the Breach Notification Rule and any other applicable
laws. Native Health shall have the right to review, direct, and approve or reject the contents or
manner of such notifications.
SECTION IV BUSINESS ASSOCIATE AGREEMENT
f.
Cost Reimbursement and Indemnification. Associate also agrees to indemnify and reimburse
Native Health for any costs incurred in investigating, mitigating, and otherwise responding to a
Security Event caused by Associate or its Workforce or Subcontractors, or a Security Event occurs
while PHI is in Associate’s possession or is being transmitted by Associate, including costs related
to providing legally required notifications, as well as credit monitoring services for at least one (1)
year to the extent the Security Event involved social security numbers or financial account
information.
4.
SUBCONTRACTORS. In accordance with 45 C.F.R. §§ 164.308(b)(2) and 164.502(e)(1)(ii), if
Associate provides PHI to a Subcontractor, Associate shall ensure that the Subcontractor agrees
in writing to substantially the same, but at least as stringent and protective as to Native Health and
the PHI, as the restrictions and conditions that apply in this BAA to Associate with respect to such
information, including the safeguards required by Section 2. Associate shall maintain a list of its
Subcontractors and will provide Native Health with a copy of such list upon reasonable request.
5.
OBLIGATIONS REGARDING ASSOCIATE PERSONNEL. Associate will appropriately inform
and train all of its Workforce members (“Associate Personnel”), whose services may be used to
satisfy Associate’s obligations under the Agreement and this BAA of such Associate Personnel’s
HIPAA Rule and HITECH obligations so as to enable Associate to comply with the terms of this
BAA. Associate represents and warrants that the Associate Personnel are under legal obligation
to Associate, by contract or otherwise, sufficient to enable Associate to fully comply with the
provisions of this BAA.
6.
ACCESS TO PHI.
a. Native Health Access. Within five (5) business days of a request by Native Health for access to
PHI held by Associate in a Designated Record Set, Associate will make the requested PHI available
to Native Health, in the time, manner, and format requested by Native Health, including
electronically if Associate maintains the PHI electronically and the requested form and format is
readily producible, or, if not, in a readable electronic form and format as agreed to by Native Health
and the Individual. Any fee that Associate may charge for providing the access required hereunder
must be reasonable, cost-based, and determined in accordance with 45 C.F.R. § 164.524(c)(4).
b. Individual Access. If an Individual requests access to PHI directly from Associate, Associate will
notify the Individual that it will forward the request to NATIVE HEALTH. Within five (5) business
days of the request, Associate will forward such request in writing to Native Health. Native Health
will be responsible for making all determinations regarding the grant or denial of an Individual’s
request for PHI and Associate will make no such determinations. Only Native Health will release
PHI to the Individual pursuant to such a request.
7.
AMENDMENT OF PHI. Within five (5) business days of receiving a request from Native Health to
amend an Individual’s PHI held by Associate in a Designated Record Set, Associate will provide
such information to Native Health for amendment. If Native Health request includes specific
information to be included in the PHI as an amendment, Associate will incorporate such amendment
within five (5) business days of receipt of Native Health request. Associate will forward to Native
Health within five (5) business days any requests by Individuals to Associate to amend PHI within
its or Native Health possession. Native Health will be responsible for making all determinations
regarding amendments to PHI, and Associate will make no such determinations.
8. ACCOUNTING OF DISCLOSURES; REQUESTS FOR DISCLOSURE.
a. Disclosure Records. Associate agrees to document such disclosures of PHI and information
related to such disclosures as would be required for Native Health to respond to a request by an
Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528. As of
the compliance date set forth in the regulations promulgated under HITECH or as otherwise
determined by the Secretary, in addition to the accounting of disclosure obligations required under
SECTION IV BUSINESS ASSOCIATE AGREEMENT
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 Native Health to Associate of an Individual’s request for an accounting of disclosures,
Associate will provide Native Health with the record of disclosures requested in the notice.
d. Individual Request to Associate. If an Individual requests an accounting of disclosures directly
from Associate, Associate will notify the Individual that he or she will receive such accounting from
Native Health. Associate will forward the request to Native Health within five (5) business days of
Associate’s receipt of the request and will make its records of disclosures available to Native Health
as otherwise provided in this Section. Native Health will be responsible for preparation and delivery
of the records of disclosure to the Individual. Associate will not provide an accounting of its
disclosures directly to the Individual.
e. Survival of Obligations. Associate’s obligations related to maintaining a disclosure record and
providing the disclosure record to Native Health as required by this Section 8 shall survive for six
(6) years from the effective date of the relevant Agreement, Associate shall provide Native Health
with its disclosure record which reflects disclosures made by Associate over the six (6) years
immediately preceding the date of termination.
9.
REQUESTS FOR RESTRICTIONS. If Native Health advises Associate of any changes in, or
restrictions to the permitted use or disclosure of PHI provided to Associate, Associate will restrict
use or disclosure of PHI consistent with Native Health instructions. If Associate receives a request
to restrict the disclosure of PHI directly from an Individual, Associate shall promptly notify Native
Health of such request, and Native Health shall be responsible for making the determination as to
whether Associate shall comply with the Individual's request.
10.
DELEGATION OF OBLIGATIONS. To the extent Associate is clearly required by the terms of the
Agreement to carry out Native Health obligations under the Privacy Rule, Associate shall comply
with the requirements of the Privacy Rule that apply to Native Health in the performance of such
delegated obligations.
11.
MITIGATION PROCEDURES. Associate will mitigate, to the maximum extent practicable, any
harmful effect that is known to Associate arising from its, its Workforce’s, or its Subcontractors’ Use
or Disclosure of PHI in a manner that violates this BAA.
12.
INDEMNIFICATION. The following indemnification provisions shall apply to this BAA and shall
survive the termination of the Agreement or this BAA:
a. To the fullest extent permitted by law, Associate, its successors, assigns and guarantors, shall pay,
defend, indemnify and hold harmless Native Health, its agents, representatives, officers, directors,
officials and employees from and against all allegations, demands, proceedings, investigations or
audits by state or federal government agencies, suits, actions, claims, damages, liability, penalties,
losses, expenses, including but not limited to, attorney fees, defense costs, court costs, the cost of
appellate proceedings, and the costs of responding to and defending against an investigation or
audit, and all claim adjusting and handling expenses, related to, arising from or out of or resulting
from any actions, acts, errors, mistakes or omissions caused in whole or part by Associate relating
SECTION IV BUSINESS ASSOCIATE AGREEMENT
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 Native Health, its agents,
representatives, officers, directors, officials and employees.
b. If any claim, action or proceeding is brought against Native Health by reason of any event that is
the subject of this BAA and or described herein, upon demand made by Native Health, Associate,
at its sole cost and expense, shall pay, resist or defend such claim or action on behalf of Native
Health by an attorney hired by Associate, or if covered by insurance, Associate’s insurer, all of
which must be approved by Native Health, which approval shall not be unreasonably withheld or
delayed. Native Health shall cooperate with all reasonable efforts in the handling and defense of
such claim. Included in the foregoing, Native Health may engage its own attorney to defend or
assist in its defense. Any settlement of claims shall fully release and discharge the indemnified
parties from any further liability for those claims. The release and discharge shall be in writing and
shall be subject to approval by Native Health, which approval shall not be unreasonably withheld
or delayed. If Associate neglects or refuses to defend Native Health as provided by this BAA, any
recovery or judgment Native Health for a claim covered under this BAA shall conclusively establish
Associate’s liability to Native Health in connection with such recovery, fine, penalty, or judgment.
Further, if Native Health desires to settle such dispute Native Health shall be entitled to settle such
dispute in good faith and Associate shall be liable for the amount of such settlements. Regardless
of settlement, fine, penalty, or judgment, Associate shall be liable for all expenses connected to the
defense, including reasonable attorney fees, and other investigative and claims adjusting
expenses.
c. Any limitations of liability contained in the Agreement shall not apply to the indemnification
requirements of this Section.
d. In addition to the indemnification obligations set forth herein, Associate shall make itself and any
Subcontractors or Workforce members assisting Associate in the performance of its obligations
under the Agreement or this BAA available to Native Health, at no cost to Native Health, to testify
as witnesses, or otherwise, in the event of litigation or administrative proceedings being
commenced against Native Health, its directors, officers or employees based upon a claim of
violation of HIPAA, the HITECH Act, the HIPAA Rules, or other laws related to security and privacy
by Associate or its Subcontractors or Workforce members.
e. This Section shall survive termination of this BAA.
13.
RESPONSIBILITIES UPON TERMINATION.
a. Return of PHI, Destruction. Within fifteen (15) days of termination of this BAA, Associate will
return to Native Health all PHI received from Native Health or created or received by Associate on
behalf of Native Health which Associate maintains in any form or format (including copies thereof),
and Associate will not maintain or keep in any form or format any portion of the PHI. Alternatively,
Associate may, upon Native Health written consent, destroy all such PHI and provide written
documentation of such destruction to Associate. The requirement to return or destroy such PHI
will apply to all Subcontractors of Associate. Associate will be responsible for recovering any PHI
from such Subcontractors. If Associate cannot obtain the PHI from any Subcontractor, Associate
will so notify NATIVE HEALTH and will require that such Subcontractor directly return PHI to Native
Health or otherwise destroy such PHI, subject to the terms of this Section.
b. Return or Destruction of PHI Infeasible. If Associate believes that returning or destroying PHI
in its or its Subcontractors' possession at the termination of this BAA is infeasible, it will provide
written notice to Native Health within five (5) business days of the effective date of termination of
this BAA. Such notice will set forth the circumstances that Associate believes makes the return or
destruction of PHI infeasible and the alternative measures that Associate recommends for assuring
the continued confidentiality and security of the PHI. Native Health promptly will notify Associate
of whether it agrees that the return or destruction of PHI is infeasible. If Native Health agrees that
SECTION IV BUSINESS ASSOCIATE AGREEMENT
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 Native Health to be infeasible. If Native Health
does not agree that the return or destruction of PHI from Associate or its Subcontractors is
infeasible, Native Health will provide Associate with written notice of its decision, and Associate
and its Subcontractors will proceed with the return or destruction of the PHI pursuant to the terms
of this Section within fifteen (15) days of the date of Native Health notice.
14.
TERMINATION. Native Health and Associate may immediately terminate this BAA upon written
notice to the other Party if Native Health or Associate determines in its discretion that the other
Party has breached a material term of this BAA. Alternatively, the non-breaching Party may elect
to provide the breaching Party with thirty (30) days’ advance written notice of the breaching Party's
breach of any term or condition of this BAA and afford the breaching Party the opportunity to cure
the breach to the satisfaction of the non-breaching Party within twenty (20) days of such notice. If
the breaching Party fails to timely cure the breach, as determined by the non-Breaching Party, the
BAA will terminate this BAA as provided in the non-breaching Party's notice. This BAA will
automatically terminate upon expiration or termination of the last effective Agreement between the
Parties unless the Parties explicitly agree in writing to extend the term of this BAA beyond the
expiration or termination of the last effective Agreement.
15.
ASSOCIATE BOOKS AND RECORDS.
a. Native Health Access. Following a Security Event, or for purposes of Native Health responding
to a government inquiry or judicial or administrative process, Associate will, within five (5) business
days of Native Health written request, make available during normal business hours at Associate’s
offices, all records, books, agreements, policies, and procedures relating to the use or disclosure
of PHI for the purpose of allowing Native Health to determine Associate’s compliance with the
Agreement and this BAA.
b. Government Access. Associate will make its internal practices, books and records on the use
and disclosure of PHI available to the Secretary to the extent required for determining compliance
with the Privacy Rule. Notwithstanding this provision, no attorney-client, accountant-client, or other
legal privilege will be deemed waived by Associate or Native Health as a result of this Section.
Associate shall also make its policies and procedures, and documentation required by the Security
Rule relating to the safeguards in Section 2, available to the Secretary for purposes of determining
Native Health and Associate’s compliance with the Security Rule.
16.
NOTICES.
a. Any notices required under this BAA will be sent to the Parties at the following address by first class
mail, fax, or hand delivery:
NATIVE HEALTH
MARICOPA COUNTY DEPARTMENT OF
PUBLIC HEALTH
4041 N. Central Avenue
4041 N. Central Avenue, Suite 1400
Phoenix, AZ 85012
Phoenix, AZ 85012
Fax: 602-279-5390
Fax: 602-605-6885
Attn: Francie Spencer
Attn: Annie Daymude
b. Any notice, report or other communication required under this BAA shall be in writing and shall be
delivered personally, telegraphed, emailed, sent by facsimile transmission, or sent by U.S. mail.
SECTION IV BUSINESS ASSOCIATE AGREEMENT
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. Native Health shall provide
written notice to Associate to the extent that any final regulation or amendment to the HIPAA Rules
promulgated by the Secretary requires an amendment to this BAA. The Parties agree to negotiate
an amendment to this BAA in good faith; however, either Party may terminate this BAA upon ninety
(90) days written notice to the other Party if the Parties are unable to reach an agreement.
d. Interpretation. Any ambiguity in this BAA shall be resolved to permit Native Health and Associate
to comply with the HIPAA Rules and HITECH. The provisions of this BAA shall prevail over any
provisions in the Agreement that may conflict or appear inconsistent with any provision in this BAA,
provided that any provision in the Agreement that is more stringent or protective of PHI than the
terms of this BAA shall govern.
e. Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without
penalty or further obligation within three years after execution of the Contract, if any person
significantly involved in initiating, negotiating, securing, drafting or creating the Contract on
behalf of the County is at any time while the Contract or any extension of the Contract is in
effect, an employee or agent of any other party to the Contract in any capacity or consultant to
any other party of the Contract with respect to the subject matter of the Contract. Additionally,
pursuant to A.R.S § 38-511 the County may recoup any fee or commission paid or due to any
person significantly involved in initiating, negotiating, securing, drafting, or creating the Contract
on behalf of the County from any other party to the Contract arising as the result of the Contract.
23
IN WITNESS WHEREOF, each Party has caused this BAA to be executed by its duly authorized
representative.
IN WITNESS WHEREOF, the parties agree to enter into this contract:
FOR AND ON BEHALF OF
NATIVE HEALTH
MARICOPA COUNTY
By:
By:
Chairman, Board of Supervisors
Printed name:___________________
Date
ATTEST:
Title:___________________________
Date: __________________________
Clerk of the Board
Date
APPROVED AS TO FORM:
Attorney for Maricopa County
Date
CEO
Aug 16, 2023
Walter Murillo