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MEMORANDUM OF UNDERSTANDING Between MARICOPA COUNTY AND MERCY CARE This Memorandum of Understanding (“MOU”) is entered into pursuant to the applicable Arizona Health Care Cost Containment System (AHCCCS) Contracts with Mercy Care, between MERCY CARE and MARICOPA COUNTY by and through its DEPARTMENT OF CORRECTIONAL HEALTH SERVICES, (“CHS”). Mercy Care 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 Mercy Care who are also served by CHS. I. PURPOSE: The purpose of this MOU is to establish a collaborative protocol for effective communication, coordination and continuity of care as outlined in AMPM Policy 1020 and 1050, for individuals eligible for services provided by Mercy Care who are also served by CHS. This MOU shall in no way change, modify, or amend the contract between AHCCCS and Mercy Care 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. II. 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 Department of CHS. 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. F. Medical Director means the Medical Director of CHS. G. Authorized Use means Protected Health Information (“PHI”) provided by CHS to Mercy Care 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 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 Mercy Care 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. H. Health Insurance Portability and Accountability Act (“HIPAA”) refers collectively to the HIPAA 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. I. Electronic Health Record (“EHR”) refers to the EHR system licensed by the County and maintained by CHS. J. 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. III. COLLABORATIVE AGREEMENT BETWEEN CHS AND Mercy Care A. Background: The Maricopa County Correctional Health Services (CHS) enhances community safety by working in a collaborative partnership with AHCCCS, MERCY CARE and its contracted providers to provide research-based prevention and intervention services. Mercy Care’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 the Mercy Care is critical to reentry activities. Specifically, Mercy Care will collaborate with CHS to accomplish “reach-in” care coordination for members who have been incarcerated in the adult correctional system for 20 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. Mercy Care will collaborate with CHS to identify justice-involved Seriously Mentally Ill (SMI) members, and 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. B. Data Sharing and Coordination: Mercy Care and CHS will partner to accomplish the following: 1. Communicate timely data necessary for coordination of care in conformance with all applicable administrative orders, state laws and regulations, 42 CFR Part 2, and HIPAA requirements that permit the sharing of written, verbal, and electronic information. 2. Use data sharing MOUs 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. C. Collaborative Protocols: When Mercy Care becomes aware that a member is incarcerated, and is subject to the “Reach-In” requirements, described above: 1.The Mercy Care Point of Contact or designee will complete a Justice Transition Form (JTF) for SMI members and GMHSU members with designated chronic conditions and send the JTF to CHS: a. CHS will confirm diagnosis/chronic condition in the EHR. b. CHS will complete the CHS section of the JTF and return it to Mercy Care – scan it into the EHR. 2.If CHS identifies newly diagnosed chronic care conditions, CHS will complete a JTF and send it to the Mercy Care Point of Contact or designee. 3.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 the EHR prior to disclosure of the member’s identifying information. 2 4. If member is in jail 20 days or more, the Mercy Care Point of Contact or designee will initiate a video or in person visit with the member. 5. An Appointment will be made with member’s Primary Care Physician (PCP) to occur within 7 days of release. 6. The Mercy Care 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 the Mercy Care Point of Contact or other health staff may coordinate special needs prior to jail release (such as courtesy release, medical equipment, or specific medications). D. Co-Location at Initial Appearance for Mercy Care Jail Diversion Staff: Mercy Care and CHS will work together to ensure on-site availability of Mercy Care Staff in order to facilitate Jail Diversion Activities for the SMI population. This will include cooperation to enable Mercy Care Jail Diversion staff access to co-located workstations within the Initial Appearance Courts. E. Communication and Problem Resolving: CHS and Mercy Care will have quarterly steering committee meetings to build and strengthen relationships and address any problems or conflicts. Additionally, Mercy Care will identify and extend invitations to CHS, to provider level meetings appropriate for CHS participation. 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. Mercy Care 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. Mercy Care 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 Mercy Care 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. F. Joint Training Needs: Mercy Care and its contracted providers and CHS will provide cross training opportunities as mutually agreeable needs are identified. IV. SPECIAL TERMS AND CONDITIONS: A. TERM OF MOU: This MOU 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 MOU may be extended for supplemental periods of 12 months, up to maximum of 48 months. B. TERMINATION: This MOU may be terminated by either party with prior written notice to the other party. Such Notice of Termination by Mercy Care shall be effective 30 calendar days after 3 mailing by certified mail, return receipt requested, to CHS. CHS may terminate this MOU, in whole or in part, immediately upon providing either written or verbal notice to Mercy Care when CHS deems the health or welfare of a patient is endangered. Either party may terminate this MOU 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 MOU upon 30 calendar days after mailing by certified mail, return receipt requested, to Mercy Care. C. AMENDMENTS: Any changes to this MOU shall be in writing and signed by both parties. D. Mercy Care’s & CHS’ RESPONSIBILITIES: Mercy Care 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. Mercy Care 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 this MOU; the MOU is intended to allow Mercy Care and CHS to work together to better address the needs of the community. E. ONBOARDING: CHS requires the Mercy Care’s staff to use the most updated version of the Onboarding Packet, available online at the following link: https://www.maricopa.gov/DocumentCenter/View/76039/Onboarding-Packet. Mercy Care’s staff must complete the Onboarding Packet and provide all required supporting documentation. Mercy Care must submit the completed Onboarding Packet with required supporting documentation to CHS via email: CHSOnboard@maricopa.gov. Mercy Care’s staff shall remain in compliance with the requirements as detailed in the Onboarding Packet. Before working onsite, Mercy Care 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 F. EHR COMPLIANCE MONITORING: CHS shall conduct periodic quality assurance audits to determine Mercy Care’s proper access and utilization of its EHR system to monitor respective compliance with, and performance under, the terms and conditions of this MOU. G. RETENTION OF RECORDS: Mercy Care and CHS shall maintain records and other relevant documents to this MOU for five years following the termination or expiration 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. H. NON-DISCRIMINATION: To the extent applicable, Mercy Care, in accordance with A.R.S. § 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. Mercy Care shall comply with the Americans with Disabilities Act. I. EMPLOYMENT VERIFICATION: To the extent applicable, the parties shall comply with A.R.S. § 41-4401, all Federal immigration laws and regulations relating to employees, including compliance with A.R.S. § 23-214, Subsection A. J. GOVERNING LAWS: This MOU shall be governed by the laws of the State of Arizona. Any litigation arising from the MOU, or the performance thereof will be decided in the federal or state courts of Maricopa County unless otherwise agreed to between the Parties. K. 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 4 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. L. INSURANCE: Mercy Care, at Mercy Care’s own expense, shall purchase and maintain, at a minimum, the herein stipulated insurance from a company or companies duly licensed by the State of Arizona and possessing an AM Best, Inc. category rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County. All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the MOU is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this MOU. In the event that the insurance required is written on a claims-made basis, Mercy Care warrants that any retroactive date under the policy shall precede the effective date of this MOU and either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two years beginning at the time work under this MOU is completed. Mercy Care’s insurance will be primary insurance as respects County, and any insurance or self-insurance maintained by County will not contribute to it. Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the County’s right to coverage afforded under the insurance policies. The insurance policies may provide coverage that contains deductibles or self- insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to County under such policies. Mercy Care shall be solely responsible for the deductible and/or self-insured retention and County, at its option, may require Mercy Care to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. The insurance policies required by this MOU, except Workers’ Compensation and Errors and Omissions, shall name County, its agents, representatives, officers, directors, officials, and employees as additional insureds. The policies required hereunder, except Workers’ Compensation and Errors and Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against County, its agents, representatives, officers, directors, officials, and employees for any claims arising out of Mercy Care’s work or service. If available, the insurance policies required by this MOU may be combined with Commercial Umbrella Insurance policies to meet the minimum limit requirements. If a Commercial Umbrella insurance policy is utilized to meet insurance requirements, the Certificate of Insurance shall indicate which lines the Commercial Umbrella Insurance covers. 1. Commercial General Liability: Commercial General Liability (CGL) insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $1,000,000 for each occurrence, $3,000,000 Products/Completed Operations Aggregate, and $3,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third party action over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 2. Workers’ Compensation: Workers’ Compensation insurance to cover obligations 5 imposed by Federal and state statutes having jurisdiction of Mercy Care’s employees engaged in the performance of the work or services under this MOU; and Employer’s Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. MERCY CARE, its subcontractors, and sub-subcontractors waive all rights against this MOU and its agents, officers, directors, and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability, or Commercial Umbrella Liability insurance obtained by MERCY CARE, its subcontractors, and its sub-subcontractors pursuant to this MOU. 3. Professional Liability Insurance: MERCY CARE shall maintain Professional Liability insurance which will provide coverage for any and all acts arising out of the work or services performed by MERCY CARE under the terms of this MOU, with a limit of not less than $1,000,000 for each claim, and $3,000,000 aggregate claims. 4. Sexual Molestation and Physical Abuse: The policy shall be endorsed to include coverage for sexual molestation and physical abuse at limits not less than $1,000,000.00 per occurrence and $2,000,000.00 aggregate. These limits may be included within a General Liability policy, Professional Liability policy or provided by separate endorsement with its own limits as required. MERCY CARE must provide the following statement on their Certificate(s) of Insurance: “Sexual molestation and physical abuse coverage is included.” Policies/certificates stating that “Sexual molestation and physical abuse coverage is not excluded” do not meet this requirement. 5. Cyber, Network Security, and Privacy Liability: Cyber, Network Security and Privacy Liability Insurance with a limit of not less than $5,000,000 per occurrence. The policy shall include, but not be limited to; coverage for all directors, officers, agents and employees of MERCY CARE, losses with respect to network risks (such as data breaches, unauthorized access or use, and ID theft of data), invasion of privacy (regardless of the type of media involved in the loss of private information), crisis management, identity theft response costs, breach notification costs, credit remediation, and credit monitoring, defense, and claims expenses, regulatory defense costs plus fines and penalties, cyber extortion, electronic data restoration expenses (data asset protection), network business interruption, computer fraud coverage, funds transfer loss, third-party fidelity, theft, no requirement for arrest and conviction, and loss outside the premises of the named insured. 6. Certificates of Insurance: Prior to MOU execution, MERCY CARE shall furnish the County with valid and complete certificates of insurance, or formal endorsements as required by the MOU in the form provided by the County, issued by MERCY CARE’s insurer(s), as evidence that policies providing the required coverage, conditions, and limits required by this MOU are in full force and effect. Such certificates shall identify this contract number and title. In the event any insurance policy(ies) required by this MOU is (are) written on a claims-made basis, coverage shall extend for two years past completion and acceptance of MERCY CARE’s work or services and as evidenced by annual Certificates of Insurance. If a policy does expire during the life of the MOU, a renewal certificate must be sent to County 15 calendar days prior to the expiration date. Certificates of Insurance shall identify Maricopa County as the additional insured/certificate holder as follows: Maricopa County c/o Risk Management 301 W Jefferson St., Suite 910 Phoenix, AZ 85003 7. Cancellation and Expiration Notice: Applicable to all insurance policies required within the insurance requirements of this MOU, MERCY CARE’s insurance shall not be 6 permitted to expire, be suspended, be canceled, or be materially changed for any reason without 30 calendar days prior written notice to Maricopa County. MERCY CARE must provide notice to Maricopa County, within two business days of receipt, if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to Maricopa County Office of Procurement Services and shall be mailed, or hand delivered to 301 W. Jefferson St. Suite 700, Phoenix, AZ 85003. M. EMPLOYMENT: Parties acknowledge that under this MOU no employee or participant of MERCY CARE 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. MERCY CARE 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. N. NON-JOINT VENTURE: This MOU is not intended to constitute, create, give rise to, or otherwise recognize a joint venture MOU, 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 MOU. O. CONFLICTS OF INTEREST: This MOU is subject to the provisions of A.R.S. § 38-511. P. ARBITRATION: To the extent applicable, the parties, in accordance with A.R.S. §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 MERCY CARE. Q. PUBLIC RECORDS: Notwithstanding any other provision of this MOU 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 MERCY CARE is not a public agency subject to public records laws but is a private corporation. R. 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 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 shall implement all appropriate safeguards reasonably necessary to maintain the confidentiality of the information accessed through the EHR system. 2. 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. Before MERCY CARE’s Authorized Users may have access to CHS’ EHR system, MERCY CARE’s Authorized Users will be required to read and agree to the terms of CHS’ user/confidentiality MOU. The parties shall work cooperatively to fulfill this requirement and return copies of the executed MOUs, as necessary. 4. MERCY CARE and 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 7 in the Maricopa County Jail. MERCY CARE shall not use or disclose Criminal Justice Information for any other purpose and will treat all Criminal Justice Information as confidential as always required by state and federal laws and take reasonable measures to maintain the security and confidentiality of such information. MERCY CARE shall instruct its staff concerning the confidential nature of Criminal Justice Information and the applicable prohibitions against its use and disclosure. 5. Reporting of Unauthorized Use or Disclosure of PHI: CHS and MERCY CARE shall, within 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: Business Integration Technology (BIT) Title: Unauthorized Use or Disclosure of PHI Address: 234 N Central Avenue, Suite 5350 City, State Zip: Phoenix, AZ 85004 Phone: (602) 506-0897 Emails: CHSBIT@maricopa.gov and CHSHIMTeam@maricopa.gov MERCY CARE Attn: Lorry Bottrill Title: CEO Address: 4500 E. Cotton Center City, State Zip: Phoenix, AZ 85040 Phone: 602-453-8361 Email: Lorry.Bottrill@mercycareaz.org S. ASSIGNMENT, DELEGATION, AND EXECUTION: 1. Neither party may assign this MOU without the express, written, prior consent of both parties, which shall not be unreasonably withheld or delayed. 2. This MOU does not imply authority to perform any tasks or accept responsibility. 3. Sections and other headings contained in this MOU are for reference purposes and shall not affect in any way the meaning or interpretation of this MOU. 4. 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, digital, and scanned signatures are acceptable as original signatures. 5. This MOU 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. 6. 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: Lisa Struble Title: CHS Department Director Address: 234 N. Central Avenue, Suite 5000 8 City, State Zip: Phoenix, AZ 85004 Phone: (602) 350-1745 Email: Lisa.Struble@maricopa.gov MERCY CARE Attn: Lorry Bottrill Title: CEO Address: 4500 E. Cotton Center City, State Zip: Phoenix, AZ 85040 Phone: 602-453-8361 Email: Lorry.Bottrill@mercycareaz.org 7. Prior to or simultaneously with the execution of this MOU, MERCY CARE shall provide CHS with proof, satisfactory to the County Attorney, that the individual executing this MOU on behalf of MERCY CARE is legally authorized to bind MERCY CARE. * Remainder of Page Intentionally Left Blank * 9 IN WITNESS WHEREOF, the parties have executed this MOU as of the respective dates written below. MERCY CARE MARICOPA COUNTY Authorized Individual: BOARD OF SUPERVISORS By: By: Name: Name: Title: Title: Chairman, Board of Supervisors Date: Date: ATTEST: By: Name: Title: Clerk of the Board Date: APPROVED AS TO FORM: By: Name: Title: Deputy County Attorney Date: 10