AGREEMENT BETWEEN CMS AND MARICOPA COUNTY 2023.PDF

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AGREEMENT
Between
MARICOPA COUNTY

AND COMMUNITY MEDICAL SERVICES HOLDINGS, LLC (“CMS”)

This Agreement for Joint Training Needs is entered into between Community Medical Services
Holdings, LLC “‘CMS”) and MARICOPA COUNTY (“COUNTY”) to be administered by its
DEPARTMENT OF CORRECTIONAL HEALTH SERVICES (“CHS”).

The County and CMS desire to enter into an Agreement to identify and address joint training

needs.

I PURPOSE:

The purpose of this Agreement is to establish a program to increase access to Medication
Assisted Treatment (“MAT”), Opioid Use Disorder “COUD”) recovery support services,
and opioid prevention awareness for incarcerated patients transitioning to the
community.

IL DEFINITIONS:

As used throughout this Agreement, the following terms shall have the meanings set

forth below:

A. Agreement means this document and all attachments and amendments hereto.

B. County means Maricopa County.

Cc, CHS means the Department of Correctional Health Services.

D. Criminal Justice Information refers to any confidential information collected
by criminal justice agencies on individuals consisting of identifiable
descriptions and notations of arrests, detentions, indictments, information, or
other formal criminal charges, and any disposition arising therefrom, as well as
confidential pre-booking or booking personal identifiable information,
including date of birth, social security number, age, demographic information,
projected release dates and release date information as defined in 5.U.S.C. §
552 and 5 U.S.C, § 552a.

E. Director means the Director of CHS,

FE Medical Director means the Medical Director of CHS.

G. Authorized Use means Protected Health Information provided by CHS to CMS

that shall be used and/or disclosed only as authorized by law including, but not
limited to the treatment of individuals identified as homeless as needed in order
to reduce recidivism. Except when otherwise required by law, disclosures of PHI
pursuant to this AGREEMENT are subject to a minimum necessary

Il.

H.

determination by CHS (45 CFR § 164,502(b)). When reasonable to do so, CHS
may rely upon the representations of CMS as to what information is theminimum
necessary for their lawful purpose (45 CFR § 164.514(d) (3) (iii). Information
regarding substance use or abuse shall not be disclosed without the express
written authorization of the individual.

HIPAA tefers collectively to the Health Insurance Portability and
Accountability Act of 1996, codified at 42 U.S.C. § 1320d et seq., and the
Health Information Technology for Economic and Clinical Health Act, enacted
as Title XII of the American Recovery and Reinvestment Act of 2009,
codified at 42 U.S.C. § 17921 et seq., and any current and future regulations
promulgated thereunder, including but not limited to 45 C.F.R. Parts 160 and
164.

Electronic Health Record (EHR) refers to the electronic health record
software system licensed by the County and maintained by CHS.

Protected Health Information (PHD shall have the same meaning as defined
under HIPAA and includes any information about health status, provision of
health care or any individually identifiable information including Social
Security Number, Age, Sex, Date of Birth, Patient Identification Number,
Medical Record Documentation either paper or electronic, diagnosis,
procedural information and any other information directly linked and
identifiable to a specific individual under the care, safety and medical
supervision of CHS.

SPECIAL TERMS AND CONDITIONS:

A.

TERM OF AGREEMENT: This Agreement shall begin upon approval by the
Maricopa County Board of Supervisors and shall terminate one year thereafter
unless otherwise terminated or amended as provided herein. By mutual written
amendment executed by the Parties’ authorized representatives, this Agreement
may be extended for supplemental periods of twelve (12) months, up to maximum
of forty-eight (48) months.

TERMINATION: This Agreement may be terminated by either party with prior
written notice to the other party. Such Notice of Termination by CMS shall be
effective thirty (30) calendar days after mailing by certified mail, return receipt
requested, to CHS. CHS may terminate this Agreement, in whole or in part,
immediately upon providing either written or verbal notice to CMS when CHS
deems the health or welfare of a patient is endangered. Either party may terminate
this agreement immediately upon providing written or verbal notice when it deems
that performance would be in violation of the law or order of a court of law. For
any other cause, CHS may terminate this Agreement upon thirty (30) calendar
days after mailing by certified mail, return receipt requested, to CMS.

AMENDMENTS: Any changes to this Agreement shall be in writing and signed
by both parties.

CMS & CHS’S RESPONSIBILITIES: CMS and CHS shall operate in a
professional manner that conforms to all local, state, and federal codes and rules
and within the standard of practice for the scope of each of the parties’
responsibilities. CMS and CHS shall comply with all federal, state, and local
laws, ordinances, rules, and regulations applicable to each party’s performance
under this Agreement, There are no financial responsibilities assigned by this
Agreement; the Agreement is intended to allow CMS and CHS to work together
to better address the needs of the community.

ONBOARDING: CHS requires the CMS’s staff to use the most updated version
of the Onboarding Packet, available online at the following link:
https://Awww.maricopa.gov/DocumentCenter/View/76039/Onboarding-Packet.
CMS’s staff must complete the Onboarding Packet and provide all required
supporting documentation. CMS must submit the compieted Onboarding Packet
with required supporting documentation to CHS via email:
CHSOnboard@maricopa.gov. CMS staff shall remain in compliance with the
requirements as detailed in the Onboarding Packet. Prior to working onsite, CMS
is responsible for ensure their staff review the Contractor Information Packet;
available online at the following link:
https://www.maricopa.gov/DocumentCenter/View/76559/Contractor-
Information-Packet

COMPLIANCE MONITORING: CHS shall conduct periodic quality
assurance audits to determine CMS proper access and utilization of its EHR
system to monitor respective compliance with, and performance under, the
terms and conditions of this Agreement.

RETENTION OF RECORDS: CMS and CHS shall maintain records and
other relevant documents to this Agreement for five (5) years following the
termination or expiration of the Agreement; provided however, if any audit
questions are unresolved at the end of that five (5) year period, all records and
documents relating to such audit questions shall be maintained until those
audit questions are resolved.

NON-DISCRIMINATION: To the extent applicable, CMS, in accordance with
ARS § 41-1461, et seq., shall provide equal employment opportunities for all
persons, regardless of race, color, creed, religion, sex, age, national origin,
disability or political affiliation. CMS shall comply with the Americans with
Disabilities Act.

EMPLOYMENT VERIFICATION: To the extent applicable, the parties shall
comply with ARS § 41-4401, all Federal immigration laws and regulations
relating to employees, including compliance with A.R.S. § 23-214, Subsection A.
GOVERNING LAWS: This Agreement shall be governed by the laws of the State

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of Arizona. Any litigation arising from the agreement, or the performance thereof
will be decided in the federal or state courts of Maricopa County unless otherwise
agreed to between the Parties.

INDEMNIFICATION: To the fullest extent permitted by law, each party shall
defend, indemnify, and hold harmless the other party, its agents,
representatives, officers, directors, officials, and employees for, from and
against all claims, damages, losses and expenses, including, but not limited to,
attorneys’ fees, court costs, expert witness fees, and the cost of appellate
proceedings, relating to, arising out of, or alleged to have resulted from the
negligent acts, errors, omissions or mistakes relating to the performance of this
Agreement. Each party’s duty to defend, indemnify and hold harmless the other
party, its agents, representatives, 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, or destruction of
property, including loss of use resulting therefrom, caused by any negligent acts,
errors, omissions or mistakes in the party’s performance of this Agreement including
any person for whose acts, errors, omissions or mistakes a party may be legally
liable.

Employment. Parties acknowledge that under this IGA no employee or
participant of CMS is to be considered a County employee, and that no rights
of County merit, County retirement, or County personnel rules shall accrue to
such individual. CMS shall have total responsibility for all salaries, wages,
bonuses, retirement, withholdings, workman's compensation, occupational
disease compensation, unemployment compensation, other employee benefits,
and all taxes and premiums appurtenant thereto concerning such individuals
and shall save and hold County and CHS harmless with respect thereto.

Non-joint venture. This Agreement is not intended to constitute, create, give rise
to, or otherwise recognize a joint venture agreement, partnership or other formal
business association or organization of any kind, and the right and obligations of
the Parties shall be only those expressly set forth in this Agreement.

CONFLICTS OF INTEREST: This Agreement is subject to the provisions
of A.R.S. § 38-511.

ARBITRATION: To the extent applicable, the parties, in accordance with ARS
§12-1518, agree to resolve all disputes arising out of or relating to this Agreement
through arbitration, after exhausting applicable administrative review except as
may be required by other applicable statutes. This provision does not apply to
provider claims disputes or member appeals regarding covered services provided
by CMS.

PUBLIC RECORDS: Notwithstanding any other provision of this Agreement to
the contrary, CHS is subject to A.R.S. 39-121 through 39-128 regarding public
records. Any provision regarding confidentiality is limited to the extent necessary
to comply with the provisions of Arizona law. The parties acknowledge that CMS

4

Q.

is not a public agency subject to public records laws but is a private corporation.

CONFIDENTIALITY OF RECORDS:

1.

Neither party shall use or disclose any PHI received from the other in any
manner that would constitute a violation of this Agreement or federal or
state law. Each party shall take reasonable measures to ensure that its
directors, officers, employees, vendors, contractors, and agents use or
disclose PHI received from the other party in accordance with the
provisions of this AGREEMENT and federal and state law. Each party
shall implement all appropriate safeguards reasonably necessary to
maintain the confidentiality of the information accessed through the EHR.
system,

Information pertaining to substance abuse will only be shared upon
obtaining a release of information from the individual in compliance with
42 CFR Part 2.

Before each of the Parties’ Authorized Users may have access to the other
party’s EHR application system, Authorized Users will be required to read
and agree to the terms of the respective party’s user/confidentiality

agreement. The parties shall work cooperatively to fulfill this requirement
and return copies of the executed agreements, as necessary.

CMS; its Authorized Users may be provided with Criminal Justice
Information via the EHR system by CHS for the sole purpose of safely
and securely providing and/or coordinating treatment and/or healthcare
services to patients incarcerated in the Maricopa County Jail. CMS shall!
not use or disclose Criminal Justice Information for any other purpose and
will treat all Criminal Justice Information as confidential as required by
state and federal laws at all times and take reasonable measures to
maintain the security and confidentiality of such information. CMSshall
instruct its staff concerning the confidential nature of Criminal Justice
Information and the applicable prohibitions against its use and disclosure.

REPORTING OF UNAUTHORIZED USE OR DISCLOSURE OF PHI:

CHS and CMS shall, within twenty-four (24) hours of becoming aware or
has reason to believe of an unauthorized use or disclosure of PHI by either
organization; or any of its Authorized Users, officers, directors,
employees, vendors, contractors, agents or by a third party. Such notice
shall be made to the following:

MARICOPA COUNTY CORRECTIONAL HEALTH
SERVICES (CHS)

Attn: BIT Team

Title: Unauthorized use or Disclosure of PHI

Address: 234 N Central Avenue, Suite 5350

5

City, State Zip: Phoenix, AZ 85004

Phone: (602) 506-0897

Emails: CHSHIMTEAM@Maricopa.gov
and CHSBIT@Maricopa.gov

Community Medical Servi ¢

Attn: Haley Horton

Title: Vice President - Southern Territory
Address: 8444 N, 90th Street, Suite 100
City, State Zip Code: Scottsdale, AZ 85258
Phone: 520-270-0976

Email: haley horton@cmsgiveshope.com

R ASSIGNMENT, DELEGATION AND EXECUTION:

1

Neither party may assign this Agreement without the express, written,
prior consent of both parties, which shall not be unreasonably withheld or
delayed.

This Agreement does not imply authority to perform any tasks or accept
responsibility.

Sections and other headings contained in this Agreement are for reference
purposes and shall not affect in any way the meaning or interpretation of
this Agreement.

This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shail
constitute the same instrument. Faxed, copied, PDF digital and scanned
signatures are acceptable as original signatures.

This Agreement contains the entire understanding of the parties hereto
with respect to the matters covered, and it supersedes all proposals, oral
or written, and all other documents or communications between the
parties relative to the subject matter herein covered, unless such
documents or communications are specifically included by reference.

All notices under this Agreement given by either party to the other shall
be in writing and shall be delivered in person or sent by U.S. Postal
Service, postage prepaid and addressed to the following individuals:

MARICOPA COUNTY CORRECTIONAL HEALTH SERVICES
(CHS)

Attn: Lisa Struble

Title: CHS Department Director

Address: 234 N. Central Avenue, Suite 5000

6

City, State Zip: Phoenix, AZ 85004
Phone: (602) 350-1745
Email: Lisa Struble@maricopa.gov

Community Medical Services Holdings, LLC (“CMS”)
Attn: Haley Horton

Title: Vice President - Southern Territory
Address: 8444 N, 90th Street, Suite 100
City, State Zip Code: Scottsdale, AZ 85258
Phone: 520-270-0976

Email: haley.horton@cmsgiveshope.com

7. Prior to or simultaneously with the execution of this Agreement, CMS shall
provide CHS with proof, satisfactory to the County Attorney, that the individual
executing this Agreement on behalf of CMS is legally authorized to bind CMS.

* Remainder of Page Intentionally Left Blank *

IN WITNESS WHEREOF, the parties have executed this Agreement as of the respective

dates written below.

Community Medical Services Holdings, LLC

(c9 CMS”
Authorized Individual:

By: Lb aD itn

Name:

Haley Horton

Title: Vice President of Operations, Southern Territory

Date: 12/20/22

Maricopa County Correctional
Health Services

Name:_Lisa Struble

Title: MCCHS Director
Date: 1/24/23

MARICOPA COUNTY
BOARD OF SUPERVISORS

By:

Name:

Title: Chairman, Board of Supervisors

Date:

ATTEST:

Clerk of the Board
Date:

APPROVED AS TO FORM:

Fa,

Name: Daw i Pbeseda.

Title: Deputy County Attorney

Date: if GXé) {24