UNITED HEALTHCARE - EXECUTED - C-26-20-009-3-00.PDF

Cal-w-001-3-Y i)
UnitedHealthcare
MEMORANDUM OF UNDERSTANDING Community Plan
Between
MARICOPA COUNTY CORRECTIONAL HEALTH SERVICES
AND ARIZONA PHYSICIANS IPA, INC.
This Memorandum of Understanding (“MOU”) is entered into pursuant to the applicable
Arizona Health Care Cost Containment System (AHCCCS) Contracts between Arizona
Physicians IPA, Inc. d/b/a UnitedHealthcare Community Plan herein referred to as
(UHCCP) and MARICOPA COUNTY by and through its DEPARTMENT OF
CORRECTIONAL HEALTH SERVICES, herein referred to as (CHS).
UHCCP and CHS desire to enter into a MOU to establish a collaborative protocol for
effective communication, coordination and continuity of care for individuals eligible for
services provided by UHCCP who are also served by CHS.
1. PURPOSE:
The purpose of this MOU is to establish a collaborative protocol, as described in
Attachment A for effective communication, coordination and continuity of care as
outlined in AMPM Policy 1020 and 1050, for individuals eligible for services
provided by UHCCP who are also served by CHS. This MOU shall in no way
change, modify, or amend the contract between AHCCCS and UHCCP and does not
create liability from one party to the other by a party’s failure to comply with the
protocol. Should any information within this MOU conflict with any terms or
conditions within the AHCCCS contract, the AHCCCS contract shall prevail.
2. DEFINITIONS:
As used throughout this MOU, the following terms shall have the meanings set
forth below:
A. MOU means this document and all attachments and amendments hereto.
B. County means Maricopa County.
C. CHS means the person, firm, individual or organization employed or contracted
with Maricopa County 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.

Medical Director means the Medical Director of CHS.
Authorized Use means Protected Health Information provided by CHS to
UHCCP 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 MOU are subject to a minimum necessary determination by
CHS (45 CFR § 164.502(b)). When reasonable to do so, CHS may rely upon the
representations of UHCCP as to what information is the minimum 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 refers 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 XIII 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.
TechCare™ refers to the electronic health record software system licensed by the
County and maintained by CHS.
Protected Health Information (PHI) 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.
3. SPECIAL TERMS AND CONDITIONS:
A. TERM OF MOU: This MOU shall begin upon approval of the Board of
Supervisors and when all signatures are affixed and fully executed by both
parties and shall terminate a year thereafter unless otherwise terminated or
amended as provided herein. By mutual written amendment executed by the
Parties’ authorized representatives, this MOU may be extended for
supplemental periods of 12 months, up to maximum of 48 months.
TERMINATION: This MOU may be terminated by either party with prior
written notice to the other party. Such Notice of Termination shall be effective
thirty (30) calendar days after mailing by certified mail, return receipt
requested, to the other party; provided, however, that CHS may terminate this
MOU, in whole or in part, immediately upon providing either written or verbal
notice when CHS deems the health or welfare of a patient is endangered. Either
party may terminate this agreement immediately upon providing written or
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verbal notice when it deems that performance would be in violation of the law
or order of a court of law.
AMENDMENTS: Any changes or amendments to this MOU shall be effective
only if made in writing and signed by both parties. All such changes or
amendments shall be handled by formal amendment and approved by CHS
authorized representative, the CHS Procurement Services Office, and UHCCP.
UHCCP & CHS’S RESPONSIBILITIES: UHCCP and CHS shall cooperate
hereunder 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. UHCCP and CHS shall comply with all federal, state
and local laws, ordinances, rules and regulations applicable to each party’s
performance under this MOU. There are no financial responsibilities assigned
by the MOU; the MOU is simply intended to allow UHCCP and CHS to work
together to better address the needs of the community.
COMPLIANCE MONITORING: CHS and UHCCP shall each monitor their
own respective compliance with, and performance under, the terms and
conditions of this MOU. Notwithstanding the foregoing, each party may
conduct quality assurance audits from time to time to assess the proper access
and utilization of their respective electronic health records application
systems.
RETENTION OF RECORDS: UHCCP and CHS agree to maintain records
and other relevant documents to this MOU for five (5) years following the
termination of the MOU; provided however, if any audit questions are
unresolved at the end of that five-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, UHCCP, 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. UHCCP 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 MOU shall be governed by the laws of the State
of Arizona.
INDEMNIFICATION: To the fullest extent permitted by law, each party shall
defend, indemnify, and hold harmless the other party, its agents,
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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 MOU. 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 MOU including any person for whose acts, errors,
omissions or mistakes a party may be legally liable.
CONFLICTS OF INTEREST: To the extent applicable, this MOU is subject to
the provisions of A.R.S. § 38-511 relating to conflicts of interest.
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 MOU
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 UHCCP.
PUBLIC RECORDS: Notwithstanding any other provision of this MOU to the
contrary, the Parties acknowledge that 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 UHCCP is not a public agency
subject to public records laws but is a private corporation.
CONFIDENTIALITY OF RECORDS:
3.14.1 The parties will utilize data sharing agreements (including Attachment
B) and Administrative Orders that permit the sharing of written, verbal
and electronic information, and will comply with all applicable
Administrative Orders, State and federal law, rules or regulations, as
amended from time-to-time, including but not limited to Health
Insurance Portability and Accountability Act (HIPAA) requirements
that permit the sharing of written, verbal and electronic information (as
of the effective date of those regulations), and 42 CFR Part 2 relative to
alcohol and substance abuse treatment. Third parties requesting
information held by CHS should be referred to CHS.

3.14.2 Each party agrees not use or disclose any PHI received from the other
in any manner that would constitute a violation of this MOU 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 MOU and federal and state law. Each party further
agrees to implement all appropriate safeguards reasonably necessary to
maintain the confidentiality of the information accessed through the
TechCare™ system.
3.14.3 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.
3.14.4 The Parties acknowledge that before each of the Parties’ Authorized
Users may have access to the other party’s electronic health records
application system, Authorized Users may be required to read and agree
to the terms of the respective party’s user/confidentiality agreement.
Each party agrees to work cooperatively to fulfill this requirement and
return copies of the executed agreements, as necessary.
3.14.5 UHCCP acknowledges that it and its Authorized Users might be given
access by CHS via TechCare™ to Criminal Justice Information 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. UHCCP agrees that it will 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. UHCCP agrees to
instruct its staff concerning the confidential nature of Criminal Justice
Information and the applicable prohibitions against its use and
disclosure.
3.14.6 REPORTING OF UNAUTHORIZED USE OR DISCLOSURE OF
PHI:
CHS and UHCCP shall, within twenty-four (24) hours of becoming
aware or has reason to believe of an unauthorized use or disclosure of
TechCare™ 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:
Address: 234 N Central Avenue, Suite 5350
City, State Zip: Phoenix, AZ 85004
Phone: (602) 506-0897
Email: CHSHIMTEAM@Maricopa.gov
and CHSBIT@Maricopa.gov
UNITEDHEALTHCARE COMMUNITY PLAN (UHCCP)
Attn: Jennifer Farrar
Title: Judicial Program Supervisor
Address: 1 E, Washington St. Ste. 900
City, State Zip Code: Phoenix, AZ 85004
Phone: (602) 255-8950
Email: jennifer _farrar@uhc.com
Copy To:
Department: HIPAA HITECH Privacy Specialist
O. ASSIGNMENT AND DELEGATION:
3.15.1 Neither party may assign this MOU without the express, written, prior
consent of both parties, which shall not be unreasonably withheld or
delayed. No consent shall be required where there is an assignment of
the AHCCCS contract by AHCCCS to an affiliated entity of UHCCP
3.15.2 This Agreement MOU does not imply authority to perform any tasks or
accept responsibility.
4, SECTIONS AND OTHER HEADINGS CONTAINED IN THIS MOU ARE
FOR REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT IN ANY
WAY THE MEANINING OR INTERPRETATION OF THIS MOU.
A. This MOU may be executed in two or more counterparts, each of which shall
be deemed an original but all of which together shall constitute the same
instrument. Faxed, copied and scanned signatures are acceptable as original
signatures.
ENTIRE MOU: This MOU contains the entire understanding of the parties
hereto, 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.

Cale A0-069-3-00
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
respective dates written below.
ARIZONA PHYSICIANS IPA, INC. MARICOPA COUNTY
CHIEF EXECUTIVE OFFICER BOARD OF SUPERVISORS
ee
a
GmtIo Name: BILL GATES
Title: CEO Title: Chairman, Board of Supervisors
Date: ws 4 Date: DEC 11 2019
Maricopa County Correctional ATTEST:
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By:( bisa K
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Name: / YA wo FRAN McCARROLL
Title: Clerk ofthe Board -
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Date: At Qo 23 Date: DEC 1 i 2019
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APPROVED AS TO FORM:
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By:
avian DR we s<\
Name: LAC
Title: Deputy County Attorney
Date: ay 2/4
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Data Link Agreement - Maricopa County & Arizona Physicians IPA, Inc.

Attachment A
MARICOPA COUNTY CORRECTIONAL HEALTH
ARIZONA PHYSICIANS IPA, INC.
COLLABORATIVE AGREEMENT
Background
The Maricopa County Correctional Health Services (CHS) enhances community safety
by working in a collaborative partnership with AHCCCS, Arizona Physicians IPA, Inc.
d/b/a UnitedHealthcare Community Plan (UHCCP) and its contracted providers to
provide research-based prevention and intervention services. UHCCP’s contracted
providers deliver a range of health care services and treatment programs for adults and
youth with physical health needs, serious mental illness and other mental health and/or
substance abuse disorders.
To facilitate the transition of members transitioning out of jails and back into our
community, collaboration between CHS and UHCCP is critical to reentry activities.
Specifically, UHCCP will collaborate with CHS to accomplish “reach-in” care
coordination for members who have been incarcerated in the adult correctional system
for 30 days or longer and have an anticipated release date. “Reach-in” care coordination
activities shall begin upon knowledge of a member’s anticipated release date. UHCCP
will collaborate with CHS to identify justice-involved General Mental Health/Substance
Use (GMHSU) members in the adult criminal justice system with physical and/or
behavioral health chronic and/or complex care needs prior to member’s release.
Il. Data Sharing and Coordination
UHCCP and CHS will partner to:
a) Communicate timely data necessary for coordination of care in conformance with
all applicable administrative orders, state laws and regulations, 42 CFR Part 2, and
Health Insurance Portability and Accountability Act (HIPAA) requirements that
permit the sharing of written, verbal and electronic information, and
b) Utilize data sharing agreements and administrative orders that permit the sharing
of written, verbal and electronic information at the time of admission into the
facility and at the time of discharge.
Proprietary

III. Collaborative Protocols
When UHCCP becomes aware that a member is incarcerated, and is subject to the
“Reach-In” requirements, described above:
Il The UHCCP Point of Contact or designee will complete a Justice Transition Form
(JTF) for GMHSU members with designated chronic conditions and send the JTF to
CHS:
a. CHS will confirm diagnosis/chronic condition in TechCare.
b. CHS will complete the CHS section of the JTF and return it to UHCCP — scan
it into TechCare.
If CHS identifies newly diagnosed chronic care conditions, CHS will complete a
JTF and send it to VHCCP Point of Contact or designee.
If member has a diagnosis of HIV+, Medication Assisted Treatment (MAT), or
Substance Use/Misuse, the member’s written consent to release and share
information must be completed and uploaded into TechCare prior to disclosure of
the member’s identifying information.
If member is in jail 30 days or more, the UHCCP Point of Contact or designee will
initiate a video or in person visit with the member.
An appointment will be made with member’s Primary Care Physician (PCP) to
occur within 7 days of release.
The UHCCP Point of Contact or designee will forward to CHS an “Introduction
Letter,” via secure email, with the following information:
a. Appointment day/time
b. Clinic name and location
c. Health Plan Point of Contact (or designee) contact information
7. CHS will place this introduction letter into the member’s property which will be
provided upon jail release.
8. CHS and UHCCP Point of Contact or other health staff may coordinate special
needs prior to jail release (such as courtesy release, medical equipment, or
specific medications).
IV. Provide mechanisms for communication and resolving problems
CHS and UHCCP will have quarterly steering committee meetings to build and
strengthen relationships and address any problems or conflicts. Additionally,
UHCCP will identify and extend invitations to CHS, to provider level meetings
appropriate for CHS participation.
Proprietary

Meetings shall include opportunities for agency cross-training and for identifying,
communicating and resolving problems to increase understanding and knowledge
of each other's mission, goals and how, through agency collaboration, members are
provided identified services to improve their health and well-being and reduce
recidivism.
UHCCP and CHS will work together to ensure processes from both agencies are
being practiced. On-going improvement efforts will focus on reducing
redundancies and providing timely, accurate and relevant information to coordinate
services and evaluate outcomes of those services.
UHCCP and CHS will identify key staff who have the authority to assist with
disputes and find resolutions based on the agreements and best interest of the
populations jointly served. If necessary, this may include the UHCCP Chief Medical
Officer (or designee) and the CHS Mental Health Director. Meetings shall include
opportunities to report identified gaps and discuss and act on resolutions.
Identify and address joint training needs
UHCCP and its contracted providers and CHS will provide cross training opportunities
as mutually agreeable needs are identified.
Proprietary

Attachment B
DATA LINK AGREEMENT BETWEEN
MARICOPA COUNTY CORRECTIONAL HEALTH SERVICES AND
ARIZONA PHYSICIANS IPA, INC.
This Data Link Agreement ("Agreement") is by and between Arizona Physicians
IPA, Inc. d/b/a UnitedHealthcare Community Plan (“UHCCP”), and Maricopa
County (the “County”), by and through its Department of Correctional Health
Services ("CHS") (collectively Parties, or individually Party).
1. PURPOSE OF THE AGREEMENT
This Agreement will govern the operation and Parties' participation in the Jail Data
Link Program (“Data Link”). Data Link enables the transfer of information between
CHS and UHCCP data processing systems pursuant to the Memorandum of
Understanding between the Parties.
This Agreement will enable the Parties to expedite the identification of Members in
the care and custody of the Maricopa County Sheriffs Office and coordinate
behavioral and/or physical health care for those Members.
2. TERM
The Term of this Agreement shall begin upon approval of the Board of Supervisors
and when all signatures are affixed and fully executed by all parties and continue for
10 years.
3. TERMINATION
a. The Agreement may be terminated by either Party with or without cause, upon thirty
(30) day written notice to the other Party(s); provided, however, that any Party may
terminate this Agreement or suspend access to Member information, in whole or in
part, immediately upon providing the other Party written notice when the Party
giving notice deems the health or welfare of a Member is endangered, or to prevent
the unauthorized access to or use of Member confidential information or
unauthorized use of the service or datasystem.
b. Either Party may terminate this Agreement immediately upon providing written
notice when it deems that performance would be in violation of the law or order of a
court of law.
c. Parties may terminate this Agreement as provided in A.R.S. § 38-511.
4. AMENDMENT
Any changes to this Agreement shall be in writing and signed by both Parties.
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Data Link Agreement - Maricopa County & Arizona Physicians IPA, Inc.

5. RENEWAL
The Agreement may be extended for an additional ten (10)-year period upon written
agreement of the Parties.
6. DEFINITIONS
For purposes of this Agreement, the terms listed below are defined as follows:
a. Authorized Use means the access given by CHS to UHCCP to Jail Information and/or
Confidential Information that UHCCP would not be entitled to otherwise have, for
the sole purpose of coordinating behavioral and medical health services for UHCCP
Members who are in the care and custody of the Maricopa County Sheriff's Office
(“MCSO”). Authorized Use shall also include access given by UHCCP to CHS to
Confidential Information concerning UHCCP Members that CHS would not be
entitled to or otherwise have, for the sole purpose of coordinating behavioral and
medical health services for UHCCP Members who have been or will be in the care
and custody of MCSO.
b. Confidential Information means any information that identifies a Member or relates
to the Member's participation in UHCCP, the Member's physical or mental health or
condition, the provision of health care to the Member, or payment for the provision
of health care to the Member. Confidential information includes, without limitation,
individually
5	1	5	1	5	2	728	1696	236	36	96.439674	identifiable
5	1	5	1	5	3	986	1694	126	38	96.142067	health
5	1	5	1	5	4	1134	1696	276	44	93.894821	information, as defined in 45 C.F.R. §160.103 of
HIPAA and non-public
5	1	5	1	6	4	990	1756	174	48	96.160652	personal
5	1	5	1	6	5	1192	1756	276	44	94.884781	information, as defined in laws or regulations
promulgated under the Gramm-Leach-Bliley Act of 1999,
c. Member means a person determined to be eligible to receive behavioral health and
and/or physical health services paid for, in whole or in part, from funds available to
UHCCP through its contract with the Arizona Health Care Cost Containment System
(“AHCCCS”),
d. Jail Information means any pre-booking or booking information of an individual in
the care and custody of MCSO and may also include confidential criminal justice
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. UHCCP, means a managed care organization under contract with AHCCCS to
coordinate the delivery of behavioral health and physical health services for members
enrolled or assigned by AHCCCS to UHCCP Health Plan.
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Data Link Agreement - Maricopa County & Arizona Physicians IPA, Inc.

f. SERIOUSLY MENTALLY ILL (“SMI”) is defined the same as in A.R.S. § 36-
550(4).
7. LIMITED USE
The Parties acknowledge that they will be given access to Jail Information and/or
Confidential Information for the purpose of Authorized Use. The Parties agree that
they will: (1) not use any Jail Information or Confidential Information outside the
scope of Authorized Use; and (2) treat all Jail Information or Confidential Information
as confidential as required by state and federal laws at all time.
8. RESTRICTION ON REDISCLOSURE
The Parties will instruct their staff concerning the confidential nature of Jail
Information or Confidential Information, as applicable, and the applicable
prohibitions against its use or disclosure.
9. DATA DESTRUCTION
The Parties agree that when the intended use of the data has been completed, it shall
sanitize (overwrite three times, degauss, or other reasonable and customary method
of removing data) electronic media prior to disposal or release for reuse by
unauthorized individuals. Inoperable electronic media shall be destroyed (cut up,
shredded, or other reasonable and customary method of removing or destroying
data). The Parties shall maintain written documentation of the steps taken to sanitize
or destroy electronic media. The Parties shall ensure the sanitation or destruction is
witnessed or carried out by authorized personnel.
10. HIPAA
The Parties warrant that they are familiar with the requirements of HIPAA, as
amended by the Health Information Technology for Economic and Clinical Health
Act (HITECH Act) of 2009, and accompanying regulations and will comply with all
applicable HIPAA requirements in the course of this Agreement. Further, the Parties
will cooperate in the course of performance of this Agreement so that each will be in
compliance with HIPAA, including cooperation and coordination with the
Government Information Technology Agency (GITA), Statewide Information
Security and Privacy Office (SISPO) Chief Privacy Officer and HIPAA Coordinator
and other compliance officials required by HIPAA and its regulations, as well as
executing any documents that are reasonably necessary to be in compliance with
HIPAA, including, but not limited to, business associate agreements.
11. NON-AVAILABILITY OF FUNDS
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Data Link Agreement - Maricopa County & Arizona Physicians IPA, Inc.

Although this Agreement is non-financial, if any action is taken by any federal, state,
local agency or any other agency or instrumentality to suspend, decrease or terminate
its fiscal obligation affecting the capacity of the County or UHCCP to continue this
Agreement, any party hereto may amend, suspend, decrease or terminate its
obligations under or in connection with this Agreement.
12. COMPLIANCE
The parties warrant they are in compliance with the provisions in A.R.S. § 41-4401
(e- verify).
13. WARRANTY
There is no implied warranty of any kind under this Agreement, including any
representation of accuracy, timeliness, completeness, or appropriateness of the
information provided. Continuous, uninterrupted access to the information to be
provided hereunder is not guaranteed. In the event of delay caused by system issues,
the Parties agree to work together in a reasonable manner to share information via a
reasonable alternative means, if possible, until any system issues are resolved.
14. INDEMNIFICATION
(a) To the fullest extent permitted by law, UHCCP shall, indemnify, defend save and
hold harmless the County, including its officers, officials, agents, and employees
(hereinafter referred to as County) from and against any and all claims, actions,
liabilities, damages, losses, or expenses (including court costs, attorneys' fees, and
costs of claim processing, investigation and litigation) (hereinafter referred to as
Claims) caused, or alleged to be caused, in whole or in part, by UHCCP’s breach of
this Agreement. It is the specific intention of the Parties that the County shall, in all
instances, except for Claims arising from the negligent or willful acts or omissions of
the County, be indemnified by UHCCP against any and all claims described in this
paragraph. It is agreed that UHCCP will be responsible for primary loss
investigation, defense and judgment costs where this paragraph is applicable.
(b) To the fullest extent permitted by law, the County shall, indemnify, defend save and
hold harmless UHCCP, including their officers, officials, agents, and employees
(hereinafter referred to as Indemnitee) from and against any and all claims, actions,
liabilities, damages, losses, or expenses (including court costs, attorneys' fees, and
costs of claim processing, investigation and litigation) (hereinafter referred to as
Claims) caused, or alleged to be caused, in whole or in part, by the County’s breach
of this Agreement. It is the specific intention of the Parties that UHCCP shall, in all
instances, except for Claims arising from the negligent or willful acts or omissions of
the UHCCP, be indemnified by the County against any and all claims described in this
paragraph. It is agreed that the County will be responsible for primary loss
investigation, defense and judgment costs where this paragraph is applicable.
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Data Link Agreement - Maricopa County & Arizona Physicians IPA, Inc.

15. INSURANCE
UHCCP shall maintain insurance as follows: (i) commercial general liability insurance
coverage with minimum limits of $1,000,000 per occurrence and $2,000,000 annual
aggregate; and (ii) professional liability insurance coverage with minimum limits of
$1,000,000 per occurrence and $2,000,000 annual aggregate). Upon written request,
a Party shall provide to the other Party a certificate of insurance evidencing such
insurance coverage. Each Party shall provide thirty (30) calendar days prior written
notice to the other Party of any modification or termination of required insurance.
16. NOTICES
Any notice required or permitted under this Agreement shall be in writing and shall
be deemed to have been duly given when (a) delivered by hand, courier, or express mail
service (with written confirmation of receipt), (b) sent by facsimile (with provision for
assurance of receipt in a manner typical with respect to communications of that type),
or (c) mailed by registered or certified first class mail, return receipt requested, to the
address set forth below (or to such other Person, address, or facsimile (fax) number as
a Party may, from time to time, designate by written notice):
If to Correctional Health Services:
Correctional Health Services
Attn: Department Director
234 N. Central Avenue, Suite 5000
Phoenix, AZ 85003
If to UHCCP:
UnitedHealthcare Community Plan
Attn: Jennifer Farrar
Title: Judicial Programs Supervisor
1 E. Washington St. Ste. 900
Phoenix, AZ 85004
(602)255-8950
E-Mail: jennifer_farrar@uhc.com
17. SEVERABILITY
The invalidity, in whole or in part, of any provision of this Agreement shall not void
or affect the validity of any other provision of this Agreement.
18. RIGHTS IN DATA
The County shall have the use of data and reports resulting from this Agreement
without additional cost or other restriction except as may be established by law or
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Data Link Agreement - Maricopa County & Arizona Physicians IPA, Inc.

applicable regulation. Each party shall supply to the other party, upon reasonable
request, any available information that is directly relevant to this Agreement and to
the performance thereunder. Requests shall be made in writing and may not be
requested any more frequently than once a year (a year shall begin from the effective
date of this Agreement), unless required to investigate material breach of this
Agreement which shall be described in the written request.
19, RELATIONSHIPS
For all purposes relating to this Agreement, the Parties shall be independent
contractors and not agents or employees of the other party.
20. CONTRACTOR LICENSE REQUIREMENT
UHCCP shall procure all permits, insurance, licenses and pay the charges and fees
necessary and incidental to the lawful conduct of its 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. UHCCP 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
this Agreement and shall comply with the same. UHCCP shall immediately notify
the County of any and all changes concerning permits, insurance or licenses affecting
performance under this Agreement.
21. ACKNOWLEDGEMENT
By signing below, the Parties acknowledge their roles and responsibilities pursuant to
this Agreement. The individuals signing below have the authority to bind their
respective parties and execute this Agreement by affixing their signatures to the
Agreement.
* Remainder of Page Intentionally Left Blank *
6
Data Link Agreement - Maricopa County & Arizona Physicians IPA, Inc.

C. NOTICES: All notices under this MOU 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: Tania Lynch
Title: CHS Department Director
Address: 234 N. Central Avenue, Suite 5000
City, State Zip: Phoenix, AZ 85004
Phone: (602) 372-4632
Email: tania.lynch@maricopa.gov
UNITEDHEALTHCARE COMMUNITY PLAN (UHCCP)
Attn: Jennifer Farrar
Title: Judicial Programs Supervisor
Address: | E. Washington St. Ste. 900
City, State Zip: Phoenix, AZ 85004
Phone: (602) 255-8950
Email: jennifer_farrar@uhe.com
5. INCORPORATION OF DOCUMENTS: The Parties agree that the following
attachments are made part of this MOU:
A. Attachment A, Collaborative Understanding
B. Attachment B, Data Link Agreement
6. ACKNOWLEDGMENT: By signing below, UHCCP and CHS each acknowledge
their own respective role and responsibilities pursuant to this MOU.
* Remainder of Page Intentionally Left Blank *

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IN WITNESS WHEREOPF, the parties have executed this Agreement as of the respective
dates written below.
ARIZONA PHYSICIANS IPA, INC. MARICOPA COUNTY
CHIEF EXECUTIVE OFFICER BOARD OF SUPERVISORS
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Title: CEO Title: Chairman, Board of Supervisors
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Date:__|* Date.
Maricopa County Correctional ATTEST:
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Name: “ / #7) 4? txt FRAN McCARROLL
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Title: 2 Clerk of the Board
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Date: 21 FE, Li Date: nee 4:
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APPROVED AS TO FORM:
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Title: Deputy County Attorney
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