2019-02-22 CBI-CHS TELEMED MOU EXEC BY CBI.PDF

MEMORANDUM OF UNDERSTANDING
FOR
TELEMEDIC1NE CARE COORDINATION
This Memorandum of Understanding for Telemedicine Care Coordination (the "MOU")
is entered into between Community Bridges, Inc., an Arizona non-profit corporation ("CBI"),
and Maricopa County, a political subdivision of the State of Arizona ("County"), through the
Maricopa Department of Correctional Health Services ("CHS") and the Maricopa County
Sheriff's Office ("MCSO").
RECITALS
A. The County, through MCSO, operates a series of jails to house individuals accused or
convicted of criminal activity ("Inmates").
B. The County, through CHS, provides healthcare services to Inmates and has a desire
to coordinate Inmates' care with behavioral health providers to assist Inmates who are
transitioning from jail back into the community.
C. Some Inmates have been assigned to CBI by the Regional Behavioral Health
Authority or Order of the Superior Court (each, individually a "CBI Patient" and
collectively, "CBI Patients").
D. To facilitate care coordination and discharge planning for CBI Patients, the County
desires to provide CBI with secure and confidential access to CBI Patients via encrypted
interactive audio and video communications.
AGREEMENT
For and in consideration of the mutual covenants contained herein, the parties understand
and agree as follows:
1. County's Obligations.
a. MCSO will provide CBI Patients with encrypted electronic access to CBI
personnel via two-way, real-time, and interactive audio and video communication
between CBI and the CBI Patient ("Electronic Communications"). MCSO and
CHS acknowledge and agree that the aforementioned access to Electronic
Communications will be provided on behalf of CBI Patients, not CBI.
b. CBI, as a Securus account holder, will schedule its patient appointments.
c. MCSO will ensure that the Electronic Communications are encrypted,
unrecorded, and unmonitored by anyone who is not participating in the medical or
behavioral health care and treatment of the CBI Patient. As applicable, such
encryption will comply with the following encryption processes tested by the
National Institute of Standards and Technology (NISI): (i) NIST Special Publication
800-111, Guide to Storage Encryption technologies for End User Devices; (ii) NIST

Special Publications 800-52, Guidelines tbr the Selection and Use of Transport Layer
Security (US) Implementations; 800-77, Guide to IPsec VPNs; or 800-113. Guide to
SSL VPNs, or others which are Federal Information Processing Standards (FIPS)
140-2 validated. As of the signing of this agreement, MCSO video session traffic is
encrypted with Advanced Encryption Standard ("AES").
d. MCSO and CHS acknowledge and agree that the free-flow of information
between CBI and CBI Patients is necessary for CBI to provide sound behavioral
health care, including care coordination and discharge planning. The County
acknowledges and agrees that information exchanged between CBI and CBI patients
is protected by the physician-patient privilege and federal and state laws protecting
the privacy, security and confidentiality of such information. CHS and MCSO agree
they will not permit anyone within their control to interfere with, or cause a waiver
of, any lawful protections attached to information exchanged between CBI and CBI
Patients except as required by law.
e. CHS and MCSO agree not to use any information exchanged between CBI and
CBI Patients for the purpose of criminally investigating or prosecuting a CBI patient
except as required by law.
2. CBI's Obligations.
a. CBI will provide care coordination and discharge planning services to CBI
Patients in need of such services. Using its clinical judgment, CBI will determine
which CBI Patients are in need of such services. Nothing in this MOU obligates CBI
to provide services under this MOU to any particular CBI Patient.
b. CBI will not bill or seek reimbursement from the County for the services provided
under this MOU by CBI to CBI Patients.
c. Nothing in this MOU will limit, restrict, or interfere with CBI's professional
judgment in the care of CBI Patients, and CBI will be solely responsible for the
services it renders to CBI Patients.
d. CBI will provide all equipment necessary for its personnel to communicate with
CBI Patients via the Electronic Communications provided by the County. The
County represents that a computer terminal with interne access and sufficient
bandwidth for video conferencing will suffice.
e. CBI will, at its sole cost and expense, obtain and maintain professional liability
insurance with commercially reasonable limits of liability for all professional services
provided by CBI in connection with this MOU. The obligations under this Section
will survive the expiration or termination of this MOU.
3. CBI and Personnel. CBI will determine the method, details and means of
performing its professional services. The County will not control, direct or supervise
CBI, or its personnel in the performance of those professional services.
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4. Term and Termination.
a. Term. The initial term of this MOU will be for a one-year period commencing
upon approval of the Maricopa County Board of Supervisors, as evidenced by the
signature dates below, unless terminated earlier pursuant to Section 4.b. Upon the
expiration of the initial term, or any subsequent term, this MOU will continue for
additional one-year terms, unless terminated pursuant to Section 4.
b. Events of Termination. This MOU may be terminated as follows:
i. If either Party to this MOU commits a material breach of the MOU, the other
Party will have the right to cancel this MOU by giving written notice of
cancellation to the breaching Party.
ii. Either party may terminate this MOU, with or without cause, upon ninety (90)
days' written notice to the other party.
c. Effect of Termination. Upon termination, all rights and obligations of the parties
under this MOU will immediately cease, except as provided elsewhere in this MOU.
Termination of this MOU will not relieve either party of any obligation to the other
party in accordance with the terms of this MOU with respect to services furnished
prior to such termination.
5. Indemnification. CBI agrees to defend, indemnify and hold harmless the County, 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) solely arising out of CBI's negligent acts, errors, omissions, or mistakes
relating to the performance of this MOU.
6. No Business Associate Relationship. The parties acknowledge that no "Business
Associate" relationship, as that term is defined by 45 C.F.R. § 160.103, is created by this
MOU, as neither party will be creating, receiving, maintaining or transmitting protected
health information on behalf of the other in the course of facilitating access to the
Electronic Communications.
7. Notices. All notices, demands or requests which are required or permitted to be given
pursuant to this MOU must be in writing. Notices must be delivered personally, by
commercial carrier, by fax with a machine generated confirmation sheet or by registered
or certified mail, postage prepaid, addressed to a party at the address indicated below the
party's signature block to this MOU. Notice given personally or by commercial carrier is
effective upon delivery. Notice given by fax with a machine generated confirmation
sheet is effective upon sending. Notice given by United States mail is effective the third
(r) United States Post Office delivery day after the date of mailing. Any party hereto
may specify a different address by sending to the other party a notice, in accordance with
this Section, of such different address.
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8. Binding Effect. Except as herein otherwise provided to the contrary, this MOU will
be binding upon and inure to the benefit of the parties hereto, their legal representatives,
successors and permissible assigns.
9. Applicable Law. The parties shall comply with all federal, state and local laws,
rules, regulations, and professional standards, without limitation to those designated
within this MOU. The laws and regulations of Arizona shall govern the rights of the
Parties, the performance of this MOU, and any disputes hereunder. Any action relating
to this MOU shall be brought in the appropriate Arizona court. Any changes in the rules
and regulations during the terms of this agreement shall apply, but do not require an
amendment.
10. Non-Assignment. Any assignment or attempted assignment of this MOU without the
prior written consent of the non-assigning party shall be void. This MOU shall be
binding on any and all successors and assigns of CBI.
11. Severability. In the event that any portion of this MOU is declared by a court of
competent jurisdiction to be void, such portion will be deemed severed from the
remainder of this MOU and the balance of this MOU will remain in effect.
12. Conflict Waiver. MCSO and CHS acknowledge that they are aware that the Civil
Services Division of the Maricopa County Attorney's Office (Civil Division) may be
chosen as the attorney for the other Parties to this Agreement, and the signing Parties
acknowledge that they are aware of a potential conflict of interest, and waive any claim
of conflict of interest, which may arise by virtue of Civil Division's representation of
another Party to this Agreement.
13. Entire Agreement; Effective Date. This MOU constitutes the entire understanding
and agreement between the parties with respect to the coordination of services described
hereunder. This MOU supersedes any prior agreement (effective as of the effective date
of this MOU) or understanding among the parties with respect to the coordination of
services described hereunder.
14. Waivers. Neither the waiver by a party of a breach of or a default under any of the
provisions of this MOU, nor the failure of a party, on one or more occasions, to enforce
any of the provisions of this MOU or to exercise any right, remedy or privilege hereunder
will thereafter be construed as a waiver of any subsequent breach or default of a similar
nature, or as a waiver of any such provisions, rights, remedies or privileges hereunder.
15. Limitation on Benefits on this MOU. It is the explicit intention of the parties that
(a) no person or entity other than the parties is or will be entitled to bring any action or
enforce any provision of this Agreement against any party, and (b) the covenants,
undertakings and agreements set forth in this Agreement will be solely for the benefit of,
and will be enforceable only by, the parties (or their respective successors and assigns as
permitted hereunder).
16. Independent Contractors. The parties hereto are independent contractors and will
in no event be deemed to be principal and agent, employer or employee, partners or joint
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venturers. Each party will be solely responsible for all local, state and federal taxes
including withholding and employment taxes and similar obligations with respect to the
party and its employees.
17. Amendments. This MOU may not be modified or amended in any manner other
than by written agreement signed by the parties.
18. Representation by Counsel. Each of the parties has been represented by or has had
the opportunity to be represented by legal counsel of its own choice. This MOU has been
negotiated among the parties and if there is any ambiguity, no presumption construing the
MOU against a party will be imposed because this Agreement was prepared by counsel
for any particular party.
19. Assignment. Neither party may assign any rights or delegate any duties under this
MOU without the written consent of the other party.
20. No Costs Agreement. Neither party shall be responsible for any costs incurred by the
other party in the performance of its duties and obligations under this MOU.
21. Execution. 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.
22. Sections and other headings contained in this MOU are for reference purposes only
and shall not affect in any way the meaning or interpretation of this MOU.
The remainder of the page left intentionally blank. Signatures on following page.
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The parties executed this MOU as of the date next to their respective signatures.
Maricopa County Correctional MARICOPA COUNTY
Health Services BOARD OF SUPERVISORS
By By
Title Chairman, Board of Supervisors
Date: Date:
Maricopa County Sheriffs Office ATTEST:
By
Title
Clerk of the Board
Date
Date:
Community Bridges, "CBI"
By
Title
Dated:
s to form:
! A Orney for Community Bridges, "CBI"
irproved as to form: Approved as to form:
Deputy County Attorney for Maricopa Deputy County Attorney for
County Correctional Health Services Maricopa County Sheriff's Office
Date: Date:
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