DATALINKAGREEMENTDRAFT (MERCY CARE) (CLEAN 05.10.18) (004).DOCX

Data Link Agreement
Between
Mercy Care Plan,
And
Maricopa County – AGR2014-022
This Data Link Agreement (“Agreement”) is between Southwest Catholic Healthcare Network
Corporation d/b/a Mercy Care Plan (“Mercy Care”), and Maricopa County, by and through the
Department of Correctional Health Services of Maricopa County (“County”). The County and
Mercy Care may be referred to collectively as “Parties” or individually as “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 Correctional
Health Services (CHS) and Mercy Care’s data processing systems.
The Agreement will enable the Parties to expedite the identification of SMI and GMH
Members incarcerated in the Maricopa County Jail and coordinate behavioral and/or
physical health care for those Members.
2. TERM
The Term of this Agreement shall commence on April 1, 2017and continue for 10 years
The Agreement is effective when executed by the Parties.
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 patient 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
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.
5. RENEWAL
The Agreement may be extended for an additional ten (10)-year period upon written
agreement of the Parties.
1
Data Link Agmt – Maricopa County & Mercy Care

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 Mercy Care to Jail Information that
Mercy Care would not be entitled to otherwise have, for the sole purpose of
coordinating behavioral and medical health services for Mercy Care Members
identified as Seriously Mentally Ill (SMI) or General Mental Health (GMH), who have
been incarcerated in the Maricopa County Jail. Authorized Use shall also include
access given by Mercy Care to CHS to Member Information that CHS would not be
entitled to or otherwise have, for the sole purpose of coordinating behavioral and
medical health services for individuals who have been incarcerated and are identified
as SMI or GMH, who have been or will be incarcerated in the Maricopa County Jail.
b. Confidential Information means any information that identifies a Member and relates
to the member’s participation in CHS or Mercy Care, 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 Seriously Mentally Ill (SMI) or General
Mental Health (GMH) and eligible to receive behavioral health (SMI and GMH) and/or
physical health (SMI only) services paid for, in whole or in part, from funds available
to Mercy Care 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 including booking number, booking date, full name,
aliases, personal identifiable information, including date of birth, social security
number, age, demographic information, projected release dates, and release date.
e. General Mental Health Member means a person eighteen (18) years or older who
has not been determined to be Seriously Mentally Ill, but is eligible to receive covered
behavioral health or services from Mercy Care.
f. Mercy Care, means a managed care organization under contract with AHCCCS to
coordinate the delivery of behavioral health and physical health services for members
enrolled by AHCCCS in Mercy Care’s acute care, long term care and any other
program awarded or assigned by AHCCCS to Mercy Care.
g. Seriously Mentally Ill (SMI) is defined the same as in A.R.S. §36-550.
h. Serious Mental Illness means a mental disorder, as defined under A.R.S. § 36-501,
that substantially interferes with a person’s emotional or behavioral functioning and
limits his/her capacity to remain in the community without supportive treatment or
2
Data Link Agmt – Maricopa County & Mercy Care

services. The mental disability must be severe and persistent, resulting in a long term
limitation of functional capacities for primary activities of daily life.
7. LIMITED USE
The Parties acknowledge that they will be given access to Jail Information 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.
The County warrants that it is 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. The County warrants that it will cooperate
with Mercy Care in the course of performance of the Agreement so that Mercy Care and
The County 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. The County will sign
any documents that are reasonably necessary to keep Mercy Care and the County in
compliance with HIPAA, including, but not limited to, business associate agreements.
The County agrees to sign a “Pledge To Protect Confidential Information” and to abide by
the statements addressing the creation, use and disclosure of confidential information,
including information designated as protected health information and all other confidential
or sensitive information as defined in policy. In addition, if requested, the County agrees
to attend or participate in HIPAA training offered by Mercy Care or to provide written
verification that the County has attended or participated in job related HIPAA training that
is: (1) intended to make the County proficient in HIPAA for purposes of performing the
services required and (2) presented by a HIPAA Privacy Officer or other person or program
3
Data Link Agmt – Maricopa County & Mercy Care

knowledgeable and experienced in HIPAA and who has been approved by the
GITA/SISPO Chief Privacy Officer and HIPAA Coordinator.
10. 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 its fiscal
obligation affecting the capacity of the County or Mercy Care to continue this Agreement,
any party hereto may amend, suspend, decrease or terminate its obligations under or in
connection with this Agreement.
11. COMPLIANCE
The parties warrant they are in compliance with the provisions in A.R.S. § 41-4401 (e-
verify).
12. 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.
13. INDEMNIFICATION
(a) To the fullest extent permitted by law, Mercy Care 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 Mercy Care’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 Mercy Care’s against any and all claims described in
this paragraph. It is agreed that Mercy Care’s 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 Mercy Care, 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 Counties’ breach
of this agreement. It is the specific intention of the Parties that Mercy Care shall, in all
instances, except for Claims arising from the negligent or willful acts or omissions of
the Mercy Care, be indemnified by the County against any and all claims described in
4
Data Link Agmt – Maricopa County & Mercy Care

this paragraph. It is agreed that the County will be responsible for primary loss
investigation, defense and judgment costs where this paragraph is applicable.
14. INSURANCE
Mercy Care 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.
15. 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: Director
234 N. Central Avenue, Suite 5000
Phoenix, AZ 85003
If to Mercy Care:
Mercy Care Plan
Attn: Shelley Curran
4350 E. Cotton Center Blvd., Bldg D.
Phoenix, AZ 85040
16. 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.
17. SEVERABILITY
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 this Contract.
5
Data Link Agmt – Maricopa County & Mercy Care

18. 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 reasonable request, any
available information that is directly relevant to a Contract 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
Mercy Care 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 Respondent 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. Mercy Care shall immediately notify the County any and all changes concerning
permits, insurance or licenses.
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.
MERCY CARE PLAN MARICOPA COUNTY
By: _________________________________ By:
ATTEST
By:
Date:
6
Data Link Agmt – Maricopa County & Mercy Care

APPROVED AS TO FORM AND CONTENT:
DEPUTY COUNTY ATTORNEY
By: _________________________
Dated: ________________________
7
Data Link Agmt – Maricopa County & Mercy Care