BANNER DATA LINK AGREEMENT (ATTACHMENT B).DOCX.PDF

DocuSign Envelope ID: 4AD76A36-779C-4877-9EFA-83B23A9E26E5
Attachment B
DATA LINK AGREEMENT BETWEEN
MARICOPA COUNTY CORRECTIONAL HEALTH SERVICES AND
BANNER UNIVERSITY HEALTH PLANS
This Data Link Agreement ("Agreement") is by and between Banner University Health
Plans (“BUHP”), 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 BUHP 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 Sheriff’s 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 data system.
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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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 BUHP to Jail Information and/or
Confidential Information that BUHP t would not be entitled to otherwise have, for the
sole purpose of coordinating behavioral and medical health services for BUHP
Members who are in the care and custody of the Maricopa County Sheriff’s Office
(“MCSO”). Authorized Use shall also include access given by BUHP to CHS to
Confidential Information concerning BUHP Members that CHS would not be entitled
to or otherwise have, for the sole purpose of coordinating behavioral and medical
health services for BUHP 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 BUHP, 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 identifiable health information," as defined in 45 C.F.R. §160.103 of
HIPAA and "non-public personal 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
BUHP 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. BUHP, 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 BUHP Health Plan.
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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
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
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its fiscal obligation affecting the capacity of the County or BUHP 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, BUHP 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 BUHP’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 BUHP against any and all claims described in this
paragraph. It is agreed that BUHP 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 BUHP, 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 BUHP shall, in all
instances, except for Claims arising from the negligent or willful acts or omissions of
the BUHP , 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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15. INSURANCE
BUHP 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 BUHP:
Banner University Health Plans
Attn: Kathleen Oestreich
Title: Chief Executive Officer
2701 E Elvira Road
Tucson, AZ 85756
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
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
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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
BUHP 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. BUHP 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. BUHP 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 *
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
respective dates written below.
Banner University Health Plans MARICOPA COUNTY
Authorized Individual: BOARD OF SUPERVISORS
By: By:
Name: Kathleen Oestreich Name:
Title: Chief Executive Officer Title: Chairman, Board of Supervisors
5/15/2019
Date: Date:
Maricopa County Correctional ATTEST:
Health Services
By: ___
Name: _
Title: MCCHS Director Clerk of the Board
Date: Date:
APPROVED AS TO FORM:
By:
Name:
Title: Deputy County Attorney
Date:
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