EXHIBIT 3 DRAFT CONTRACT 230190.PDF
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(DRAFT CONTRACT)
CONTRACT PURSUANT TO PH RFP 230190
This Contract is entered into this 1st day of September, 2023 by and between Maricopa County (“County”), a
political subdivision of the State of Arizona, and _______________________________, an Arizona
corporation/community-based organization (“Contractor”) for the purchase of services related to Substance Use
Prevention and Response Interventions.
1.0
CONTRACT TERM:
1.1
This Contract is for a term of twelve (12) months, beginning on the 1st day of September 2023 and
ending the 31st day of August 2024.
1.2
The County may, at its option and with the agreement of the Contractor, renew the term of this
Contract for additional terms up to a maximum of four (4) additional years, (or at the County’s sole
discretion, extend the contract on a month-to-month bases for a maximum of six (6) months after
expiration). The County shall notify the Contractor in writing of its intent to extend the Contract
term at least sixty (60) calendar days prior to the expiration of the original contract term, or any
additional term thereafter.
1.3
CONTRACT COMPLETION:
The Contractor shall make all reasonable efforts for an orderly transition of its duties and
responsibilities to another provider and/or to the County. This may include, but is not limited to,
the preparation of a transition plan and cooperation with the County or other providers in the
transition. The transition includes the transfer of all records, and other data in the possession,
custody or control of Contractor required to be provided to the County either by the terms of this
agreement or as a matter of law. The provisions of this clause shall survive the expiration or
termination of this agreement.
2.0
PRICE ADJUSTMENTS:
Any requests for reasonable price adjustments must be submitted sixty (60) calendar days prior to the
Contract expiration date. Requests for adjustment in cost of labor and/or materials must be supported by
appropriate documentation. The reasonableness of the request will be determined by comparing the request
with the Consumer Price Index or by performing a market survey. If County agrees to the adjusted price
terms, County shall issue written approval of the change and provide an updated version of the Contract. The
new change shall not be in effect until the date stipulated on the Contract.
3.0
PAYMENTS:
3.1
As consideration for performance of the duties described herein, County shall pay Contractor the
sum(s) stated in Exhibit “A.”
3.2
Payment shall be made upon the County’s receipt of a properly completed invoice.
3.3
INVOICES:
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3.3.1
The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s)
will be made. Incomplete invoices will not be processed. At a minimum, the invoice must
provide the following information:
•
Company name, address, and contact
•
County bill-to name and contact information
•
Contract Serial Number and Title
•
County purchase order number
•
Invoice number and date
•
Payment terms
•
Deliverable description
•
Total Amount Due
3.3.2
Problems regarding billing or invoicing shall be directed to the Department as listed on the
Purchase Order.
3.3.3
Payment shall only be made to the Contractor by Accounts Payable through the Maricopa
County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT)
process. After Contract Award the Contractor shall complete the Vendor Registration
Form located on the County Department of Finance Vendor Registration Web Site located
at https://azdom-vss-ext.hostams.com/PRDVSS2X1/Advantage4
3.3.4
Discounts offered in the contract shall be calculated based on the date a properly completed
invoice is received by the County.
3.3.5
EFT payments to the routing and account numbers designated by the Contractor will
include the details on the specific invoices that the payment covers. The Contractor is
required to discuss remittance delivery capabilities with their designated financial
institution for access to those details.
3.4
APPLICABLE TAXES:
3.4.1
Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any
installation labor on items that are not attached to real property performed by Contractor
under the terms of this Contract, the installation labor cost and the gross receipts for
materials provided shall be listed separately on the Contractor’s invoices.
3.4.2
State and Local Transaction Privilege Taxes: To the extent any State and local transaction
privilege taxes apply to sales made under the terms of this Contract it is the responsibility
of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of
authority.
3.4.3
Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and
local taxes applicable to its operation and any persons employed by the Contractor.
Contractor shall require all subcontractors to hold Maricopa County harmless from any
responsibility for taxes, damages and interest, if applicable, contributions required under
Federal, and/or State and local laws and regulations, and any other costs including
transaction privilege taxes, unemployment compensation insurance, Social Security, and
Worker’s Compensation.
3.5
TAX (SERVICES):
No tax shall be invoiced or paid against Contractor’s labor. It is the responsibility of the Contractor
to determine any and all applicable taxes.
4.0
AVAILABILITY OF FUNDS:
4.1
The provisions of this Contract relating to payment for services shall become effective when funds
assigned for the purpose of compensating the Contractor as herein provided are available to County
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for disbursement. The County shall be the sole judge and authority in determining the availability
of funds under this Contract. County shall keep the Contractor fully informed as to the availability
of funds.
4.2
If any action is taken by, any State agency, Federal department, or any other agency or
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with,
this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in
connection with, this Contract. In the event of termination, County shall be liable for payment only
for services rendered prior to the effective date of the termination, provided that such services are
performed in accordance with the provisions of this Contract. County shall give written notice of
the effective date of any suspension, amendment, or termination under this Section, at least ten (10)
days in advance.
5.0
DUTIES:
5.1
The Contractor shall perform all duties stated in Exhibit “B”, or as otherwise directed in writing by
the Procurement Officer.
6.0
TERMS AND CONDITIONS:
6.1
INDEMNIFICATION:
To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are
not covered and paid by insurance purchased by the Contractor, the Contractor shall defend
indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers,
directors, officials, and employees from and against all claims, damages, losses, and expenses
(including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and
attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the
negligent acts, errors, omissions, or mistakes relating to the performance of this Contract.
Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives,
agents, officers, directors, officials, and employees shall arise in connection with any claim, damage,
loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to, impairment
of, or destruction of tangible property, including loss of use resulting there from, caused by negligent
acts, errors, omissions, or mistakes in the performance of this Contract, but only to the extent caused
by the negligent acts or omissions of the Contractor, a subcontractor, any one directly or indirectly
employed by them, or anyone for whose acts they may be liable, regardless of whether or not such
claim, damage, loss, or expense is caused in part by a party indemnified hereunder.
The amount and type of insurance coverage requirements set forth herein will in no way be construed
as limiting the scope of the indemnity in this paragraph.
The scope of this indemnification does not extend to the sole negligence of County.
6.2
INSURANCE:
6.2.1
Contractor, at Contractor’s own expense, shall purchase and maintain the herein stipulated
minimum insurance from a company or companies duly licensed by the State of Arizona
and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing,
the stipulated insurance may be purchased from a company or companies, which are
authorized to do business in the State of Arizona, provided that said insurance companies
meet the approval of County. The form of any insurance policies and forms must be
acceptable to County.
6.2.2
All insurance required herein shall be maintained in full force and effect until all work or
service required to be performed under the terms of the Contract is satisfactorily completed
and formally accepted. Failure to do so may, at the sole discretion of County, constitute a
material breach of this Contract.
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6.2.3
Contractor’s insurance shall be primary insurance as respects County, and any insurance
or self-insurance maintained by County shall not contribute to it.
6.2.4
Any failure to comply with the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect the County’s right to coverage
afforded under the insurance policies.
6.2.5
The insurance policies may provide coverage that contains deductibles or self-insured
retentions. Such deductible and/or self-insured retentions shall not be applicable with
respect to the coverage provided to County under such policies. Contractor shall be solely
responsible for the deductible and/or self-insured retention and County, at its option, may
require Contractor to secure payment of such deductibles or self-insured retentions by a
surety bond or an irrevocable and unconditional letter of credit.
6.2.6
The insurance policies required by this Contract, except Workers’ Compensation and
Errors and Omissions, shall name County, its agents, representatives, officers, directors,
officials and employees as Additional Insureds.
6.2.7
The policies required hereunder, except Workers’ Compensation and Errors and
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against
County, its agents, representatives, officers, directors, officials and employees for any
claims arising out of Contractor’s work or service.
6.2.8
Commercial General Liability:
Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000
Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The
policy shall include coverage for premises liability, bodily injury, broad form property
damage, personal injury, products and completed operations and blanket contractual
coverage, and shall not contain any provisions which would serve to limit third party action
over claims. There shall be no endorsement or modifications of the CGL limiting the scope
of coverage for liability arising from explosion, collapse, or underground property damage.
6.2.9
Automobile Liability:
Commercial/Business Automobile Liability insurance and, if necessary, Commercial
Umbrella insurance with a combined single limit for bodily injury and property damage of
not less than $2,000,000 each occurrence with respect to any of the Contractor’s owned,
hired, and non-owned vehicles assigned to or used in performance of the Contractor’s work
or services or use or maintenance of the premises under this Contract.
6.2.10
Workers’ Compensation:
Workers’ Compensation insurance to cover obligations imposed by Federal and State
statutes having jurisdiction of Contractor’s employees engaged in the performance of the
work or services under this Contract; and Employer’s Liability insurance of not less than
$1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000
disease policy limit.
Contractor, its contractors and its subcontractors waive all rights against Contract and its
agents, officers, directors and employees for recovery of damages to the extent these
damages are covered by the Workers’ Compensation and Employer’s Liability, or
commercial umbrella liability insurance obtained by Contractor, its contractors and its
subcontractors pursuant to this Contract.
6.2.11
Certificates of Insurance:
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6.2.11.1 Prior to Contract award, Contractor shall furnish the County with valid and
complete certificates of insurance, or formal endorsements as required by the
Contract in the form provided by the County, issued by Contractor’s insurer(s), as
evidence that policies providing the required coverage, conditions and limits
required by this Contract are in full force and effect. Such certificates shall
identify this contract number and title.
6.2.11.2 In the event any insurance policy(ies) required by this Contract is(are) written on
a claims made basis, coverage shall extend for two years past completion and
acceptance of Contractor’s work or services and as evidenced by annual
Certificates of Insurance.
6.2.11.3 If a policy does expire during the life of the Contract, a renewal certificate must
be sent to County fifteen (15) calendar days prior to the expiration date.
6.2.12
Cancellation and Expiration Notice:
Applicable to all insurance policies required within the Insurance Requirements of this
Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be
canceled, or be materially changed for any reason without thirty (30) days prior written
notice to Maricopa County. Contractor must provide to Maricopa County, within two (2)
business days of receipt, if they receive notice of a policy that has been or will be
suspended, canceled, materially changed for any reason, has expired, or will be
expiring. Such notice shall be sent directly to Maricopa County Office of Procurement
Services and shall be mailed, or hand delivered, to 4041 N. Central Avenue, #1400,
Phoenix, AZ 85012 or emailed to the Procurement Officer noted in the solicitation.
6.3
FORCE MAJEURE:
6.3.1
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, interruption or failure of electricity or
telecommunication service.
6.3.2
Each party, as applicable, shall give the other party notice of its inability to perform and
particulars in reasonable detail of the cause of the inability. Each party must use best
efforts to remedy the situation and remove, as soon as practicable, the cause of its inability
to perform or comply.
6.3.3
The party asserting Force Majeure as a cause for non-performance shall have the burden
of proving that reasonable steps were taken to minimize delay or damages caused by
foreseeable events, that all non-excused obligations were substantially fulfilled, and that
the other party was timely notified of the likelihood or actual occurrence which would
justify such an assertion, so that other prudent precautions could be contemplated.
6.4
WARRANTY OF SERVICES:
6.4.1
The Contractor warrants that all services provided hereunder will conform to the
requirements of the Contract, including all descriptions, specifications and attachments
made a part of this Contract. County’s acceptance of services or goods provided by the
Contractor shall not relieve the Contractor from its obligations under this warranty.
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6.4.2
In addition to its other remedies, County may, at the Contractor's expense, require prompt
correction of any services failing to meet the Contractor's warranty herein. Services
corrected by the Contractor shall be subject to all the provisions of this Contract in the
manner and to the same extent as services originally furnished hereunder.
6.5
INSPECTION OF SERVICES:
6.5.1
The Contractor shall provide and maintain an inspection system acceptable to County
covering the services under this Contract. Complete records of all inspection work
performed by the Contractor shall be maintained and made available to County during
Contract performance and for as long afterwards as the Contract requires.
6.5.2
County has the right to inspect and test all services called for by the Contract, to the extent
practicable at all times and places during the term of the Contract. County shall perform
inspections and tests in a manner that will not unduly delay the work.
6.5.3
If any of the services do not conform to Contract requirements, County may require the
Contractor to perform the services again in conformity with Contract requirements, at no
cost to the County. When the defects in services cannot be corrected by re-performance,
County may:
6.5.3.1 Require the Contractor to take necessary action to ensure that future performance
conforms to Contract requirements; and
6.5.3.2 Reduce the Contract price to reflect the reduced value of the services performed.
6.5.4
If the Contractor fails to promptly perform the services again or to take the necessary action
to ensure future performance in conformity with Contract requirements, County may:
6.5.4.1 By Contract or otherwise, perform the services and charge to the Contractor,
through direct billing or through payment reduction, any cost incurred by County
that is directly related to the performance of such service; or
6.5.4.1 Terminate the Contract for default.
6.6
ORDERING AUTHORITY:
Any request for purchase shall be accompanied by a valid purchase order, issued by Office of
Procurement Services, a Purchase Order issued by the using Department or direction by a Certified
Agency Procurement Aid (CAPA) with a Purchase Card for payment.
6.7
NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION:
6.7.1
This Contract does not guarantee any minimum or maximum purchases will be made.
Orders will only be placed under this Contract when the County identifies a need and
proper authorization and documentation have been approved.
6.7.2
Contractors agree to accept verbal notification of cancellation of Purchase Orders from the
County Procurement Officer with written notification to follow. Contractor specifically
acknowledges to be bound by this cancellation policy.
6.8
PURCHASE ORDERS:
County reserves the right to cancel Purchase Orders within a reasonable period of time after
issuance. Should a Purchase Order be canceled, the County agrees to reimburse the Contractor for
actual and documentable costs incurred by the Contractor in response to the Purchase Order. The
County will not reimburse the Contractor for any costs incurred after receipt of County notice of
cancellation, or for lost profits, shipment of product prior to issuance of Purchase Order, etc.
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6.9
SUSPENSION OF WORK:
The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or
any part of the work of this contract for the period of time that the Procurement Officer determines
appropriate for the convenience of the County. No adjustment shall be made under this clause for
any suspension, delay, or interruption to the extent that performance would have been so suspended,
delayed, or interrupted by any other cause, including the fault or negligence of the Contractor. No
request for adjustment under this clause shall be granted unless the claim, in an amount stated, is
asserted in writing as soon as practicable after the termination of the suspension, delay, or
interruption, but not later than the date of final payment under the Contract.
6.10
STOP WORK ORDER:
The Procurement Officer may, at any time, by written order to the Contractor, require the Contractor
to stop all, or any part, of the work called for by this contract for a period of ninety (90) calendar
days after the order is delivered to the Contractor, and for any further period to which the parties
may agree. The order shall be specifically identified as a stop work order issued under this clause.
Upon receipt of the order, the Contractor shall immediately comply with its terms and take all
reasonable steps to minimize the incurrence of costs allocable to the work covered by the order
during the period of work stoppage. Within a period of 90 calendar days after a stop-work is
delivered to the Contractor, or within any extension of that period to which the parties shall have
agreed, the Procurement Officer shall either:
6.10.1
Cancel the stop work order; or
6.10.2
Terminate the work covered by the order as provided in the Default, or the Termination for
Convenience clause of this Contract.
6.10.3
The Procurement Officer may make an equitable adjustment in the delivery schedule
and/or Contract price, or otherwise, and the Contract shall be modified, in writing,
accordingly, if the Contractor demonstrates that the stop work order resulted in an increase
in costs to the Contractor.
6.11
TERMINATION FOR CONVENIENCE:
Maricopa County may terminate the Contract for convenience by providing sixty (60) calendar days
advance notice to the Contractor.
6.12
TERMINATION FOR DEFAULT:
The County may, by written notice of default to the Contractor, terminate this Contract in whole or
in part if the Contractor fails to:
6.12.1
Deliver the supplies or to perform the services within the time specified in this Contract or
any extension;
6.12.2
Make progress, so as to endanger performance of this Contract; or
6.12.3
Perform any of the other provisions of this Contract.
The County’s right to terminate this contract under these subparagraphs may be exercised if the
Contractor does not cure such failure within ten (10) business days (or more if authorized in writing
by the County) after receipt of the notice from the Procurement Officer specifying the failure.
6.13
STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
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
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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.
6.14
CONTRACTOR LICENSE REQUIREMENT:
The Contractor shall procure all permits, insurance, licenses and pay the charges and fees necessary
and incidental to the lawful conduct of his/her business, and as necessary complete any required
certification requirements, required by any and all governmental or non-governmental entities as
mandated to maintain compliance with and in good standing for all permits and/or licenses. The
Contractor shall keep fully informed of existing and future trade or industry requirements, Federal,
State and Local laws, ordinances, and regulations which in any manner affect the fulfillment of a
Contract and shall comply with the same. Contractor shall immediately notify both Office of
Procurement Services and the Department of all changes concerning permits, insurance, or licenses.
6.15
SUBCONTRACTING:
6.15.1
The Contractor may not assign to another contractor or subcontract to another party for
performance of the terms and conditions hereof without the written consent of the County.
All correspondence authorizing subcontracting must reference the Contract Number and
identify the job project.
6.15.2
The Subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as
bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates,
or the County has approved the increase. The Subcontractor’s invoice shall be invoiced
directly to the Prime Contractor, who in turn shall pass-through the costs to the County,
without mark-up. A copy of the Subcontractor’s invoice must accompany the Prime
Contractor’s invoice.
6.16
AMENDMENTS:
All amendments to this Contract shall be in writing and approved/signed by both parties. The
designated Procurement Officer shall be responsible for approving all amendments for Maricopa
County.
6.17
ADDITIONS/DELETIONS OF REQUIREMENTS:
The County reserves the right to add and/or delete materials and services to a Contract. If a service
requirement is deleted, payment to the Contractor will be reduced proportionately to the amount of
service reduced in accordance with the bid price. If additional materials or services are required
from a Contract, prices for such additions will be negotiated between the Contractor and the County.
6.18
STRICT COMPLIANCE:
Acceptance by County of a performance that is not in strict compliance with the terms of the
Contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of
the Contract.
6.19
VALIDITY:
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of the Contract.
6.20
SEVERABILITY:
The removal, in whole or in part, of any provision of this Contract shall not void or affect the validity
of any other provision of this Contract.
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6.21
RIGHTS IN DATA:
The County shall have the use of data and reports resulting from a Contract without additional cost
or other restriction except as may be established by law or applicable regulation. Each Party shall
supply to the other Party, upon request, any available information that is relevant to a Contract and
to the performance thereunder.
6.22
NON-DISCRIMINATION:
Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-
09 including flow down of all provisions and requirements to any subcontractors. Executive Order
2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and
downloaded
at
the
Arizona
State
Library
Research
website
(http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1)
which
is
hereby incorporated into this contract as if set forth in full herein. During the performance of this
Contract, Contractor shall not discriminate against any employee, client, or any other individual in
any way because of that person’s age, race, creed, color, religion, sex, disability, or national origin.
6.23
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION:
6.23.1
The undersigned (authorized official signing on behalf of the Contractor) certifies to the
best of his or her knowledge and belief that the Contractor, it’s current officers and
directors;
6.23.1.1 are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from being awarded any contract or grant by
any United States Department or Agency or any state, or local jurisdiction;
6.23.1.2 have not within three (3) year period preceding this Contract;
6.23.1.2.1 been convicted of fraud or any criminal offense in connection with
obtaining, attempting to obtain, or as the result of performing a
government entity (Federal, State or local) transaction or contract; and
6.23.1.2.2 been convicted of violation of any Federal or State antitrust statues or
conviction for embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stolen
property regarding a government entity transaction or contract;
6.23.1.2.3 are not presently indicted or criminally charged by a government
entity (Federal, State or local) with commission of any criminal
offenses in connection with obtaining, attempting to obtain, or as the
result of performing a government entity public (Federal, State or
local) transaction or contract; and are not presently facing any civil
charges from any governmental entity regarding obtaining, attempting
to obtain, or from performing any governmental entity contract or
other transaction; and have not within a three (3) year period preceding
this Contract had any public transaction (Federal, State or local)
terminated for cause or default.
6.23.1.3 If any of the above circumstances described in the paragraph are applicable to the
entity submitting a bid for this requirement, include with your bid an explanation
of the matter including any final resolution.
6.23.2
The Contractor 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.
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6.24
VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS:
6.24.1
By entering into the Contract, the Contractor warrants compliance with the Immigration and
Nationality Act (INA using E-verify) and all other Federal immigration laws and regulations
related to the immigration status of its employees and A.R.S. §23-214(A). The Contractor
shall obtain statements from its subcontractors certifying compliance and shall furnish the
statements to the Procurement Officer upon request. These warranties shall remain in effect
through the term of the Contract. The Contractor and its subcontractors shall also maintain
Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and
Control Act of 1986, as amended from time to time, for all employees performing work under
the Contract and verify employee compliance using the E-verify system and shall keep a
record of the verification for the duration of the employee’s employment or at least three (3)
years, whichever is longer. I-9 forms are available for download at USCIS.GOV.
6.24.2
The County retains the legal right to inspect Contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph 6.24.1
of this Section. Contractor and subcontractor shall be given reasonable notice of the County’s
intent to inspect and shall make the documents available at the time and date specified.
Should the County suspect or find that the Contractor or any of its subcontractors are not in
compliance, the County will consider this a material breach of the Contract and may pursue
any and all remedies allowed by law, including, but not limited to; suspension of work,
termination of the Contract for default, and suspension and/or debarment of the Contractor.
All costs necessary to verify compliance are the responsibility of the Contractor.
6.25
INFLUENCE:
As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to influence an
employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct
may be grounds for Disbarment or Suspension under MC1-902.
An attempt to influence includes, but is not limited to:
6.25.1
A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment
or educational passes or tickets, or any type of valuable contribution or subsidy,
6.25.2
That is offered or given with the intent to influence a decision, obtain a contract, garner
favorable treatment, or gain favorable consideration of any kind.
If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement
Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County
Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract.
6.26
CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO
INFORM EMPLOYEES OF WHISTLERBLOWER RIGHTS:
6.26.1
The Parties agree that this Contract and employees working on this Contract will be subject
to the whistleblower rights and remedies in the pilot program on Contractor employee
whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the National
Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and section 3.908 of
the Federal Acquisition Regulation.
6.26.2
Contractor shall inform its employees in writing, in the predominant language of the
workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as
described in section 3.908 of the Federal Acquisition Regulation. Documentation of such
employee notification must be kept on file by Contractor and copies provided to County
upon request.
Page 11 of 26
6.26.3
Contractor shall insert the substance of this clause, including this paragraph, in all
subcontracts over the simplified acquisition threshold ($150,000 as of September 2013).
6.27
UNIFORM ADMINISTRATIVE REQUIREMENTS:
By entering into this Contract, Contractor 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.
6.28
ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW:
6.28.1
In accordance with section MC1-371 of the Maricopa County Procurement Code the
Contractor agrees to retain (physical or digital copies of) all books, records, accounts,
statements, reports, files, and other records and back-up documentation relevant to this
Contract for six (6) years after final payment or until after the resolution of any audit
questions which could be more than six (6) years, whichever is latest. The County, Federal
or State auditors and any other persons duly authorized by the Department shall have full
access to, and the right to examine, copy and make use of, any and all said materials.
6.28.2
If the Contractor’s books, records, accounts, statements, reports, files, and other records
and back-up documentation relevant to this Contract are not sufficient to support and
document that requested services were provided, the Contractor shall reimburse Maricopa
County for the services not so adequately supported and documented.
6.29
AUDIT DISALLOWANCES:
If at any time it is determined by the County that a cost for which payment has been made is a
disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course
of action to address the disallowance shall be at sole discretion of the County, and may include
either an adjustment to future invoices, request for credit, request for a check or a deduction from
current invoices submitted by the Contractor equal to the amount of the disallowance, or to require
reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to
Maricopa County.
6.30
OFFSET FOR DAMAGES:
In addition to all other remedies at Law or Equity, the County may offset from any money due to
the Contractor any amounts Contractor owes to the County for damages resulting from breach or
deficiencies in performance of the Contract.
6.31
CONFIDENTIAL INFORMATION:
Any information obtained in the course of performing this Contract may include information that is
proprietary or confidential to the County. This provision establishes the Contractor’s obligation
regarding such information.
The Contractor shall establish and maintain procedures and controls that are adequate to assure that
no information contained in its records and/or obtained from the County or from others in carrying
out its functions (services) under the Contract shall be used by or disclosed by it, its agents, officers,
or employees, except as required to efficiently perform duties under the Contract. The Contractor’s
procedures and controls at a minimum must be the same procedures and controls it uses to protect
its own proprietary or confidential information. If, at any time during the duration of the Contract,
the County determines that the procedures and controls in place are not adequate, the Contractor
shall institute any new and/or additional measures requested by the County within fifteen (15)
calendar days of the written request to do so.
Page 12 of 26
Any requests to the Contractor for County proprietary or confidential information shall be referred
to the County for review and approval, prior to any dissemination.
6.32
PUBLIC RECORDS:
Under Arizona law, all Offers submitted and opened are public records and must be retained by the
Records Manager at the Office of Procurement Services. Offers shall be open to public inspection
and copying after Contract award and execution, except for such Offers or sections thereof
determined to contain proprietary or confidential information by the Office of Procurement Services.
If an Offeror believes that information in its Offer or any resulting Contract should not be released
in response to a public record request under Arizona law, the Offeror shall indicate the specific
information deemed confidential or proprietary and submit a statement with its offer detailing the
reasons that the information should not be disclosed. Such reasons shall include the specific harm
or prejudice which may arise from disclosure. The Records Manager of the Office of Procurement
Services shall determine whether the identified information is confidential pursuant to the Maricopa
County Procurement Code.
6.33
PRICES:
Contractor warrants those prices extended to County under this Contract are no higher than those
paid by any other customer for these or similar services.
6.34
INTEGRATION:
This Contract represents the entire and integrated agreement between the parties and supersedes all
prior negotiations, proposals, communications, understandings, representations, or agreements,
whether oral or written, express or implied.
6.35
RELATIONSHIPS:
6.35.1
In the performance of the services described herein, the Contractor shall act solely as an
Independent Contractor or Subrecipient, and nothing herein or implied herein shall at any
time be construed as to create the relationship of employer and employee, co-employee,
partnership, principal and agent, or joint venture between the County and the Contractor.
6.35.2
For Task Order contracts: The County reserves the right of final approval on proposed staff
for all services performed. Also, upon request by the County, the Contractor shall be
required to remove any employees working on County projects and substitute personnel
based on the discretion of the County within two (2) business days, unless previously
approved by the County.
6.36
WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01:
If Contractor engages in for-profit activity and has 10 or more employees, and if this agreement has
a value of $100,000 or more, Contractor 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.
6.37
WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-394:
Contractor 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,
Page 13 of 26
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 Contractor becomes aware during the term of this Agreement that the Contractor is not in
compliance with this paragraph, Contractor shall notify the County within five business days after
becoming aware of the noncompliance. If the Contractor fails to provide a written certification to
the County that the Contractor has remedied the noncompliance within 180 days after notifying
the County of its noncompliance, then 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.
6.38
GOVERNING LAW:
This Contract shall be governed by the laws of the State of Arizona. Venue for any actions or
lawsuits involving this Contract will be in Maricopa County Superior Court, Phoenix, Arizona.
6.39
ORDER OF PRECEDENCE:
In the event of a conflict in the provisions of this Contract and Contractor’s proposed initial or best
and final response to the solicitation, the terms of this Contract shall prevail.
6.40
INCORPORATION OF DOCUMENTS:
The following are to be attached to and made part of this Contract:
6.40.1
Exhibit A, Pricing
6.40.2
Exhibit B, Scope of Work
6.40.3
Exhibit C, Business Associate Agreement
6.41
NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
For Contractor:
Maricopa County Department of Public Health
Name of Agency
Purchasing & Contracts Unit
Department or Unit
ATTN: Cheryl Bucalo, Procurement Officer
Contact Name
4041 N. Central Avenue, #1400
Address
Phoenix, AZ 85012
Address
Cheryl.Bucalo@Maricopa.gov
Email
(602) 506-6886
Page 14 of 26
IN WITNESS WHEREOF, this Contract is executed on the date set forth above.
CONTRACTOR
AUTHORIZED SIGNATURE
PRINTED NAME AND TITLE
ADDRESS
DATE
MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS
DATE
ATTESTED:
CLERK OF THE BOARD
DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY
DATE
Page 15 of 26
EXHIBIT A
PRICING AND RESPONDENT INFORMATION
BIDDER NAME:
VENDOR #, IF KNOWN. LEAVE BLANK IF NOT REGISTERED YET:
BIDDER ADDRESS:
P.O. ADDRESS:
BIDDER PHONE #:
BIDDER FAX #:
COMPANY WEB SITE:
COMPANY CONTACT (REP):
E-MAIL ADDRESS (REP):
PAYMENT TERMS:
Net 30
COMPENSATION/FEES:
TOTAL REQUESTED
Substance Use Prevention and Response Intervention
$
(As defined herein)
(Please fill in)
Respondent's signature below indicates understanding and agreement to perform the services outlined in the Request
for Proposal indicated above for the total they have listed above.
Signature (REQUIRED)
Date
Page 16 of 26
EXHIBIT B
SCOPE OF WORK
Original Scope of Work from Solicitation:
3.0 SCOPE OF WORK:
Contractor shall:
3.1 Develop and implement a project plan for all activities proposed through the funding award. Proposed
activities should expand or sustain an existing program or service and not be a new initiative(s).
3.2 Prior to implementation, develop and/or share the project’s evaluation plan with MCDPH that should
include metrics for how success will be measured and opportunities for improvement.
3.3
Prior to implementation, Contractor will submit any training or educational materials to MCDPH
for review and approval.
3.4
Provide quarterly and annual reports using report template provided by MCDPH, to include:
3.4.1
Narrative description of project activities achieved during specified timeframe
3.4.2
Accomplishments (“success stories”) and challenges
3.4.3
Staffing changes
3.4.5
Current budget and description of over or underspending
3.5.6
Evaluation metrics (e.g., actual numbers served versus proposed numbers)
Additional reporting requirements may be required and will be shared with funded proposals once
received.
3.5
Maintain client confidentiality in alignment with applicable state and federal laws that protect
client confidentiality of medical, behavioral health, and drug treatment information.
3.6
Provide documentation that any staff working with minors secure and maintain an Arizona
Department of Public Safety Level 1 Fingerprint Clearance Card and complete a background
check.
3.7
Complete and invoice for all work by June 30, 2024.
3.8
Allowable expenses:
Direct program and overhead costs: personnel, travel, outreach, material and supplies directly
related to the delivery of the education programs and services, equipment/technology used by
program staff, communications, and other costs associated with the provision of services as
detailed and accepted in the Budget Sheet provided in Attachment B. Indirect expenses cannot
exceed ten percent (10%).
Page 17 of 26
3.9
MCDPH shall provide:
3.9.1
Technical assistance for developing evaluation plans and ongoing support for
implementation for the plan
3.9.2
Ongoing review of the establishment and implementation of activities and measures for
accomplishing the goals of this agreement.
3.9.3
Participating, as appropriate, in conference calls and meetings that are conducted during
the project period.
3.9.4
Reviewing and concurring with all information products prior to dissemination.
Contractor’s Response to be inserted here
Page 18 of 26
EXHIBIT C
MARICOPA COUNTY
By and Through its
Department of Public Health (MCDPH),
Clinical Services
BUSINESS ASSOCIATE AGREEMENT
This Agreement sets out the responsibilities and obligations of_________________________, (“Business
Associate” or “Associate”) as a business associate of the MARICOPA COUNTY, a covered entity, under
the Health Insurance Portability and Accountability Act (“HIPAA”), the Health Information Technology for
Economic and Clinical Health (“HITECH”) Act, and pursuant to the Contract or Engagement Letter between
Associate and MARICOPA COUNTY.
MARICOPA COUNTY may make available and/or transfer to Associate Protected Health Information
(“PHI”) of individuals in conjunction with Services, which Associate will use or disclose only in accordance
with this Agreement. Associate and MARICOPA COUNTY agree to the terms and conditions of this
Agreement in order to comply with the use and handling of PHI under the HIPAA Standards for Privacy of
Individually Identifiable Health Information, 45 C.F.R. Part 160 and Part 164, Subpart E (“Privacy
Standards”) and the HIPAA Security Standards, 45 C.F.R. Part 160 and Part 164, Subpart C (“Security
Standards”), both as amended from time to time. Unless otherwise provided, all capitalized terms in this
Agreement will have the same meaning as provided under the Privacy Standards and Security Standards.
Associate and MARICOPA COUNTY will comply with the terms of this Agreement for the duration of the
Contract or Engagement Letter and for such other continuing periods as provided in this Agreement. Upon
the compliance date of any final regulation or amendment to final regulation promulgated by the Secretary
of Health and Human Services that affects Associate’s use or disclosure of PHI, the parties agree to take
such reasonable action as is necessary to amend this Agreement in order for MARICOPA COUNTY to
comply with such final regulation or amendment to final regulation.
Definitions for terms in this Agreement:
1.
Business Associate or Associate means an entity that performs or assists in the performance of a
function on behalf of a Covered Entity, which involves the use, or disclosure of Individually
Identifiable Health Information as defined in 45 C.F.R. § 160.103. In addition, an Associate can be
an entity that provides data transmission services to a Covered Entity, is more than a mere conduit
of information, and allows a Covered Entity to access the maintained information in a manner
beyond a random or infrequent basis. The terms “Business Associate”, “Associate” and
“Contractor” are synonymous. Notwithstanding this definition, if Contractor does not have access
to or create Protected Health Information under this Contract, Contractor is not an Associate, and
the terms of this Agreement do not apply to Contractor.
2.
Contractors of Business Associate means a person or an entity to whom an Associate delegates a
function, activity, or service that the Associate has agreed to perform for a Covered Entity. A
contractor of an Associate which creates, receives, maintains, or transmits personal health
information on behalf of the business associate is itself a Business Associate and therefore will
comply with the terms of this Agreement. For purposes of this Agreement the term “Contractor”
includes the Contractor, its employees, its subcontractors and its agents.
Page 19 of 26
3.
Protected Health Information (“PHI”) means the health information that is created or received by a
Covered Entity; and relates to the physical condition, mental health or other health condition of an
Individual, or to the provision of health care to the Individual (including but not limited to the payment
for such health care); and identifies or can be used to identify the Individual as defined in 45 C.F.R.
§ 160.103.
4.
Individual shall have the meaning set forth in 45 CFR §160.103, including a person who is the subject
of the Protected Health Information, and shall include an individual or entity who qualifies as a
personal, legal representative of the person, as the context requires.
5.
Privacy Rule shall mean the Standards for Privacy of Individually Identifiable Health Information at 45
CFR Parts 160 and 164, Subparts A and E, as may be amended, modified or superseded, from
time to time.
6.
Security Rule shall mean the Standards for Security of Individually Identifiable Electronic Health
Information at 45 CFR Parts 160 and 164, Subparts A, C and E, as may be amended, modified or
superseded, from time to time.
7.
Breach shall mean the acquisition, access, use or disclosure of Protected Health Information in a
manner not permitted by the HIPAA Privacy Rule, that compromises the security or privacy of the
Protected Health Information as defined, and subject to the exception given to such term in 45
C.F.R. § 164.402.
8.
Breach Notification Rule shall mean the interim final rule related to breach notification for unsecured
protected health information at 45 C.F.R. Parts 160 and 164.
9.
Covered Entity shall have the meaning given to such term in 45 C.F.R. § 160.103.
10. Designated Record Set shall have the meaning given to such term under the Privacy Rule at 45
C.F.R. § 164.501.
11. Security Incident shall have the meaning given to such phrase under the Security Rule at 45 C.F.R.
§ 164.304.
12. Unsecured PHI shall have the meaning given to such phrase under the Breach Notification Rule at
45 C.F.R. § 164.402.
13. Electronic Protected Health Information or ePHI shall have the same meaning given to such term
under the Security Rule, including, but not limited to, 45 C.F.R. § 160.103.
14. Electronic Media shall have the same meaning given to such term in 45 C.F.R. § 160.103.
15. Health Information Technology for Economic and Clinical Health (HITECH) Act, as codified at 42
U.S.C. §§ 17921-17954.
16. Secretary shall mean the Secretary of the Department of Health and Human Services or his or her
designee.
It is agreed by and between the parties that:
1.
Uses and Disclosures of Protected Health Information. Associate will use and disclose PHI only
for those purposes necessary to perform its duties, obligations and functions under the Contract, or as
otherwise expressly permitted in this Agreement or as required by other law.
a. Associate will not use or further disclose any PHI in violation of this Agreement.
b. Associate may use PHI to perform data aggregation services as permitted by 45 C.F. R. §
164.504(e) (2) (i) (B).
Page 20 of 26
c. Associate agrees that anytime it provides PHI received from MARICOPA COUNTY to a
Contractor, its employees, subcontractor, or agent to perform Services for MARICOPA
COUNTY, Associate first will enter into a contract with such Contractor, employees,
subcontractor or agent that contains the same terms, conditions, and restrictions on the use and
disclosure of PHI as contained in this Agreement.
d. If Associate maintains a Designated Record Set, MARICOPA COUNTY will provide Associate
with copies of applicable policies and procedures, which the Associate will comply with as
related to an individual’s right to access PHI; request an amendment to PHI; request confidential
communications of PHI; or request an accounting of disclosures of PHI.
2.
Associate Use or Disclosure of Protected Health Information for its Own Purposes. Associate
may use or disclose PHI received from MARICOPA COUNTY for Associate’s management and
administration, or to carry out Associate’s legal and contractual responsibilities. Associate may
disclose PHI received from MARICOPA COUNTY to a third party for such purposes only if:
a. The disclosure is required by law; or
b. Associate secures written assurance 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.
c. Associate may use and disclose de-identified health information, if (i) the use is disclosed to
MARICOPA COUNTY and permitted by MARICOPA COUNTY in its sole discretion, (ii) that the
de-identification is in compliance with 45 C.F.R. § 164.502(d), and (iii) the de-identified health
information meets the standard and implementation specifications for de-identification under 45
C.F.R. § 164.514(a) and (b).
d. Associate shall use and disclose PHI only to the extent reasonably necessary to accomplish the
intended purpose of such PHI.
3.
Safeguards. Associate will implement and maintain appropriate safeguards to prevent any use or
disclosure of PHI not otherwise permitted in this Agreement.
a. Associate also will implement administrative, physical and technical safeguards to protect the
confidentiality, integrity, and availability of any electronic protected health information (“e-PHI”),
if any, that Associate creates, receives, maintains, and transmits on behalf of MARICOPA
COUNTY.
b. Upon request of MARICOPA COUNTY, Associate will provide evidence to MARICOPA
COUNTY that these safeguards are in place and are properly managed.
4.
Reports of Improper Use or Disclosure of Secure or Unsecure Protected Health Information
and of Security Incidents and Breaches. Associate will report in writing to MARICOPA COUNTY
any use or disclosure of PHI, including any breach, not permitted by the contract between Associate
and MARICOPA COUNTY within five (5) days of Associate’s learning of such use, disclosure or
breach or within five (5) days following the exercise of reasonable diligence would have known of the
improper use, disclosure, or breach.
5.
Mitigation of potential harmful effects. Associate shall mitigate all potential harmful effects of a use
or disclosure of Protected Health Information by Business Associate in violation of the requirements
of this Agreement. Immediately following the Associate’s discovery of a Breach (or upon the
Associate’s reasonable belief that a Breach has occurred), Associate shall provide MARICOPA
COUNTY with sufficient information to permit MARICOPA COUNTY to comply with the Breach
notification requirements set forth at 45 C.F.R. §164.400 et seq.
a. Specifically, if the following information is known to (or can be reasonably obtained by) the
Associate, Associate will provide to MARICOPA COUNTY all available information that
Page 21 of 26
MARICOPA COUNTY is required to include in its notification to the individual pursuant to the
Breach Notification Rule, including but not limited to:
i.
contact information for individuals who were or who may have been impacted by the
Breach (e.g., first and last name, mailing address, street address, phone number, email
address);
ii.
a brief description of the circumstances of the Breach, including the date of the Breach, the
date of discovery of the Breach, and the identity of who accessed and received the
Unsecured PHI;
iii.
a description of the types of unsecured PHI involved in the Breach (e.g., names, social
security number, date of birth, address(s), account numbers of any type, disability codes,
diagnostic and/or billing codes and similar information);
iv.
a brief description of what the Associate has done or is doing to investigate the Breach,
mitigate harm to the individual impacted by the Breach, and protect against future
Breaches; and
v.
contact information for a liaison appointed by the Associate with whom MARICOPA
COUNTY may ask questions and learn additional information concerning the Breach.
b. Following a Breach, Associate will have a continuing duty to inform MARICOPA COUNTY of
new information learned by Associate regarding the Breach, including but not limited to the
information described in items (1) through (5), above.
c. Associate also will report in writing to MARICOPA COUNTY any Security Incident (successful
or unsuccessful) of which Associate becomes aware within five (5) business days of Associate
learning of such use or disclosure.
Specifically, Associate will report to MARICOPA COUNTY any unauthorized access, use,
disclosure, modification, or destruction of e-PHI or interference with system operations in an
information system containing e-PHI of which Associate becomes aware, provided that:
i.
such reports will be provided only as frequently as the parties mutually agree, but no more
than once per month; and
ii.
if the definition of “Security Incident” under the Security Standards is amended to remove
the requirement for reporting “unsuccessful” attempts to use, disclose, modify or destroy
e-PHI, the portion of this Section 5 addressing the reporting of unsuccessful, unauthorized
attempts will no longer apply as of the effective date of such amendment.
6.
Obligations Regarding Associate Personnel. Associate will appropriately inform all of its
employees, agents, representatives, members of its workforce, and Contractors, its employees,
subcontractors, or agents of Associate (“Associate Personnel”), whose services may be used to satisfy
Associate’s obligations under the Contract and this Agreement of the terms of this Agreement.
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 Agreement. Associate will maintain a system of sanction for any Associate Personnel who
violates this Agreement.
7.
Access to Protected Health Information.
a. MARICOPA COUNTY Access. Within five (5) business days of a request by MARICOPA
COUNTY for access to PHI received from MARICOPA COUNTY, Associate will make requested
PHI available to MARICOPA COUNTY.
b. Patient Access. If a Patient requests access to PHI directly from Associate, Associate will
within five (5) business days forward such request in writing to MARICOPA COUNTY.
MARICOPA COUNTY will be responsible for making all determinations regarding the grant or
Page 22 of 26
denial of a Patient’s request for PHI and Associate will make no such determinations. Only
MARICOPA COUNTY will release PHI to the Patient pursuant to such a request.
8.
Amendment of Protected Health Information.
a. MARICOPA COUNTY Request. Within five (5) business days of receiving a request from
MARICOPA COUNTY to amend an individual’s PHI received from MARICOPA COUNTY,
Associate will provide such information to MARICOPA COUNTY for amendment. Alternatively,
if MARICOPA COUNTY 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 the MARICOPA COUNTY request.
b. Individual Request. If an individual makes a request for amendment directly to Associate,
Associate will forward within five business days such request in writing to MARICOPA COUNTY.
MARICOPA COUNTY will be responsible for making all determinations regarding amendments
to PHI and Associate will make no such determinations.
9.
Accounting of Disclosures; Requests for Disclosure.
a. Disclosure Records. Associate will keep a record of any disclosure of PHI received from
MARICOPA COUNTY that Associate makes to its employees, subcontractors, and agents, or
other third parties other than:
(1) Disclosures to health care providers to assist in the treatment of patients;
(2) Disclosures to others to assist MARICOPA COUNTY in paying claims;
(3) Disclosures to others to assist MARICOPA COUNTY in conducting its health care
operations, as defined in 45 C.F.R. § 164.501; or
(4) Disclosures made pursuant to an individual’s Authorization.
Associate will maintain this disclosure record for six (6) years from the termination of this Agreement.
Associate also agrees to maintain necessary and sufficient documentation of Disclosures of Protected
Health Information as would be required for MARICOPA COUNTY to respond to a request by an individual
for an accounting of Disclosures, in accordance with 45 CFR 164.528.
b. Data Regarding Disclosures. For each disclosure for which it is required to keep a record
under paragraph 8(a), Associate will record and maintain the following information:
(1) The date of disclosure;
(2) The name of the entity or person who received the PHI, and, the address of such entity or
person, if known.
(3) A description of the PHI disclosed; and
(4) A brief statement of the purpose of the disclosure.
c. Provision to MARICOPA COUNTY. Associate will provide to MARICOPA COUNTY its record
of disclosures under paragraph 8(a), if any, within thirty days of each disclosure. Within five
business days of receiving a notice from MARICOPA COUNTY of an individual’s request for an
accounting, Associate also will provide to MARICOPA COUNTY its disclosure record.
d. Patient Request to Associate. If a Patient requests and accounting of disclosures directly
from Associate, Associate will forward the request to MARICOPA COUNTY within five (5)
business days of Associate’s receipt of the request, and will make its records of disclosures
available to MARICOPA COUNTY as otherwise provided in this Section. MARICOPA COUNTY
will be responsible to prepare and for delivery of the records of disclosure to the Patient.
Associate will not provide an accounting of its disclosure directly to the Individual.
10. Notice of Privacy Practices. MARICOPA COUNTY shall provide Associate a copy of its Notice of
Privacy Practices (“Notice”) in accordance with 45 C.F.R. § 164.520 as well as any changes to the
Page 23 of 26
Notice. If MARICOPA COUNTY’ Notice specifically affects Associate’s use or disclosure of PHI,
MARICOPA COUNTY shall inform Associate of the specific limitations. Associate shall abide by the
limitations of MARICOPA COUNTY’ Notice that affects its use or disclosure of PHI of which it has been
specifically informed. Any use or disclosure permitted by this Agreement may be amended by changes
to MARICOPA COUNTY’ Notice if MARICOPA COUNTY specifically informs Associate of the
amendment: provided, however, that the amended Notice shall not affect permitted uses and
disclosures on which Associate relied prior to receiving notice of such amended Notice.
11. Access to Books and Records.
a. MARICOPA COUNTY Access. Associate will, within five (5) business days of MARICOPA
COUNTY 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
received from MARICOPA COUNTY for the purpose of allowing MARICOPA COUNTY or its
agents or auditors to determine Associate’s compliance with this Agreement.
b. Government Access. Associate will make its internal practices, books, and records relating to
the use and disclosure of PHI received from, or created or received by Associate on behalf of,
MARICOPA COUNTY available to the Secretary of the Department of Health and Human
Services to the extent required for determining compliance with the Privacy Standards.
Notwithstanding this provision, no attorney-client, accountant-client or other legal privilege will
be deemed waived by Associate or MARICOPA COUNTY as a result of this Section.
12. Termination. MARICOPA COUNTY may immediately terminate the Contract, if any and this
Agreement upon written notice to Associate if MARICOPA COUNTY determines that the Associate or
subcontractor(s) or agent(s) of Associate has breached a material term of this Agreement.
Alternatively, MARICOPA COUNTY may elect to provide Associate with written notice of Associate’s
or subcontractor(s)’ or agent(s)’ of Associate breach of any term or condition of this Agreement and
afford Associate the opportunity to cure the breach to the satisfaction of MARICOPA COUNTY within
thirty (30) days of the date of such notice. If Associate fails to timely cure the breach, as determined
by MARICOPA COUNTY at its sole discretion, MARICOPA COUNTY may terminate the Contract and
this Agreement.
13. Return or Destruction of Protect Health Information.
a.
Return of PHI; Destruction. Within thirty (30) days of termination of the Contract or this
Agreement, Associate will return to MARICOPA COUNTY all PHI received from MARICOPA
COUNTY or created or received by Associate on behalf of MARICOPA COUNTY that Associate
maintains in any form or format. Associate will not maintain or keep in any form or format any
portion of such PHI. Alternatively, Associate may, upon MARICOPA COUNTY written consent,
destroy all such PHI and provide written documentation of such destruction. The requirement
to return or destroy such PHI will apply to all agents or subcontractors of Associate. Associate
will be responsible for recovering any PHI from such agents or subcontractors. If Associate
cannot obtain the PHI from any agent or subcontractor, Associate will so notify MARICOPA
COUNTY and will require that such agents or subcontractors directly return PHI to MARICOPA
COUNTY or otherwise destroy such PHI, subject to the terms of this Section.
b.
Alternative Measures. If Associate believes that returning or destroying PHI at the termination
of the Contract or this Agreement is infeasible, it will provide written notice to MARICOPA
COUNTY within five (5) business days of the effective date of termination of this Agreement.
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. MARICOPA COUNTY promptly
will notify Associate of whether it agrees that the return or destruction of PHI is infeasible. If
MARICOPA COUNTY agrees that return or destruction of PHI is infeasible, Associate agrees
to extend all protections, limitations and restrictions of this Agreement to Associate’s use or
disclosure of PHI retained after termination of this Agreement and to limit further uses or
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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 agents or subcontractors
of Associate for whom return or destruction of PHI is determined by MARICOPA COUNTY to
be infeasible. If MARICOPA COUNTY does not agree that the return or destruction of PHI from
Associate or its agents or subcontractors is infeasible, MARICOPA COUNTY will provide
Associate with written notice of its decision, and Associate, its agents and 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 MARICOPA COUNTY notice.
14. Restrictions on Use or Disclosure of Protected Health Information. If MARICOPA COUNTY
advises Associate of any changes in, or restrictions to, the permitted use or disclosure of PHI received
from MARICOPA COUNTY, Associate will restrict the use or disclosure of such PHI consistent with
the MARICOPA COUNTY instructions.
15. Mitigation Procedures. Associate agrees to have procedures in place for mitigating, to the maximum
extent practicable, any deleterious effect from the use or disclosure of PHI received from MARICOPA
COUNTY in a manner contrary to this Agreement or the Privacy Standards.
16. Compliance with the HITECH Act. Associate will comply with the requirements of Title XII, Subtitle
D of the Health Information Technology for Economic and Clinical Health (HITECH) Act, codified at 42
U.S.C. §§ 17921-17954, which are applicable to Associates, and will comply with all regulations issued
by the Department of Health and Human Services (HHS) to implement these referenced statutes, as
of the date by which Associates are required to comply with such referenced statutes and HHS
regulations.
a.
Associate will also comply with Section 13402 of the HITECH Act, codified at 42 U.S.C. § 17932,
and with all regulations issued by HHS to implement this statute, as of the date by which
Associates are required to comply with such referenced statutes and HHS regulations.
Associate will make a report to the MARICOPA COUNTY of any breach of unsecured protected
health information, as required by 42 U.S.C. § 17932(b), within five (5) business days of
Associate’s discovery of the breach. Associate will indemnify MARICOPA COUNTY for any
reasonable expenses MARICOPA COUNTY incurs in notifying individuals of a breach caused
by Associate or its subcontractors or agents.
17. Miscellaneous.
a.
Compliance with Laws. The Parties acknowledge that state and federal laws relating to
electronic data security and privacy are rapidly evolving and that amendment of this Agreement
may be required to ensure compliance with such developments. Should such developments
occur, and upon either Party’s good faith request, the other Party agrees to enter good faith
negotiations concerning the terms of an amendment to this Agreement.
b.
Construction of Terms. The terms of this Agreement will be construed in light of any applicable
interpretation or guidance on the Privacy Standards and Security Standards issued by the
Department of Health and Human Services and other applicable state or federal laws, rules and
regulations as amended from time to time.
c.
No Third Party Beneficiaries. Nothing in this Agreement will confer upon any person other
than the parties and their respective successors or assigns, any rights, remedies, obligations,
or liabilities, whatsoever.
d.
Assignment of Rights and Delegation of Duties. This Agreement is binding upon and inures
to the benefit of the Parties hereto and their respective successors and permitted assigns.
However, neither Party may assign any of its rights or delegate any of its obligations under this
Agreement without prior written consent of the other Party, which consent shall not be
unreasonable withheld or delayed. Notwithstanding any provisions to the contrary, however,
MARICOPA COUNTY retains the right to assign or delegate any of its rights and obligations
hereunder to any of its wholly owned subsidiaries, affiliates or successor companies.
Assignments made in violation of this provision are null and void.
Page 25 of 26
e.
No Waiver. Failure or delay on the part of either Party to exercise any right, power, privilege or
remedy hereunder shall not constitute a waiver thereof. No provision of this Agreement may be
waiver by either Party except by a writing signed by an authorized representative of the Party
making the waiver.
f.
Severability. The provisions of this Agreement shall be severable, and if any provision of this
Agreement shall be held or declared to be illegal, invalid or unenforceable, the remainder of this
Agreement shall continue in full force and effect as though such illegal, invalid or unenforceable
provision had not been contained herein.
g.
Entire Agreement. This Agreement constitutes the entire agreement between the parties with
regard to the Privacy Standards and Security Standards, there are no understandings or
agreements relating to this Agreement that are not fully expressed in this Agreement and no
change, waiver or discharge of obligations arising under this Agreement will be valid unless in
writing and executed by the party against whom such change, waiver or discharge is sought to
be enforced.
h.
Written Agreement. This Agreement is considered as an integral part of the underlying
Contract, and is incorporated as though fully set forth within the Contract. This Agreement will
govern in the event of conflict or inconsistency with any provision of Contract.
i.
Choice of Law. This Agreement and the rights and obligations of the parties hereunder shall
be governed by and construed under the laws of the State of Arizona, without regard to
applicable conflict of law principles.
j.
Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original and when taken together shall constitute one agreement.
k.
Facsimile and Electronic Signatures. Facsimile and electronic signatures shall be deemed
to be original signatures for all purposes of this Agreement.
l.
Notices. Any notices required under this Agreement will be sent to their respective address as
shown in the contract by first class mail, fax, or hand delivery.
Agreed to by MARICOPA COUNTY and Associate by:
MARICOPA COUNTY
ASSOCIATE
SIGNATURE
DATE
SIGNATURE
DATE
PRINT NAME AND TITLE
PRINT NAME AND TITLE
ATTEST:
_____________________________________
Clerk of the Board Date
APPROVED AS TO FORM:
_____________________________________
Attorney for Maricopa County Date
Page 26 of 26
BUSINESS ASSOCIATE AGREEMENT
FOR RELEASE OF INFORMATION TO THIRD PARTIES
1. _______________________________ (“Associate”) is a business associate of MARICOPA
COUNTY, pursuant to the Agreement between Associate and MARICOPA COUNTY dated
__________ (“Agreement”). Pursuant to that Agreement, Associate is required to comply with the
requirements for the use and handling of Protected Health Information (“PHI”) from MARICOPA
COUNTY as set forth in the Standards for Privacy of Individually Identifiable Health Information,
45 C.F.R. 164.501 et. seq. as amended from time to time (“Privacy Standards”).
2. Associate is permitted to disclose PHI to _______________ (“Recipient”) for the necessary
management and administration of Associate and to carry out the legal responsibilities of the
Associate, provided that Recipient provides Associate with the following assurances for
Recipient’s use and disclosure of PHI.
3. Associate seeks to disclose PHI to Recipient for the following management, administration or legal
responsibilities of Associate:
4. The disclosure of PHI to Recipient is conditioned upon Recipient’s assurance that, and Recipient
agrees that it will:
a. Hold the PHI confidentially and make no re-disclosure to any third party without Associate’s
express advance written consent;
b. Use or disclose the PHI only as required by law or for the purposes set forth above; and
c. Notify Associate in writing of any breaches in the confidentiality of the PHI within three days of
discovery of any such breach.
ASSOCIATE
RECIPIENT
_____________________________________
_______________________________
SIGNATURE
DATE
SIGNATURE
DATE
_____________________________________
________________________________
PRINT NAME AND TITLE
PRINT NAME AND TITLE