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SERIAL 15002-ITN
CONTRACT PURSUANT TO ITN
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This contract (“Contract”) is entered into this Twentieth (20 h) day of April, 2016 by and between Maricopa County
(“Maricopa County” or the “County”), a political subdivision of the State of Arizona, and Take Care Employer
Solutions, LLC d/b/a Premise Health, a Delaware limited liability company, directly and on behalf of its applicable
affiliates providing services under this Contract (“Contractor”). Each of Contractor and County are referred to herein
as a “Party” and collectively as the “Parties”).
1.0 CONTRACT TERM:
1.1 This Contract is for a term of Five (5) years, beginning on the first (1) day of July, 2016 and
ending the thirtieth (30) day of June, 2021 (the “Effective Date”).
1.2 The County may, at its option and with the agreement of the Contractor, renew the term of this
Contract for additional terms up to a maximum of five (5) years. The County shall notify the
Contractor in writing of its intent to extend the Contract term at least ninety (90) calendar days
prior to the expiration of the original contract term, or any additional term thereafter.
2.0 FEE ADJUSTMENTS:
The specific services to be provided pursuant to this Contract will be set forth in Exhibit B to this Contract.
Contractor and County agree that the fees for services performed under this Contract are set forth in the
Pricing Schedule attached hereto and incorporated herein as Exhibit “A.” Any request for a fee adjustment
must be submitted one hundred and eighty (180) days prior to the current Contract expiration date.
Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation.
If County agrees to the adjusted fee, County shall issue written approval of the change. The reasonableness
of the request will be determined by comparing the request with the (Consumer Price Index) or by
performing a market survey.
3.0 PAYMENTS:
3.1 Fixed Fee Costs. As consideration for performance of the services set forth in Exhibit B, County
shall pay Contractor an annual fixed fee set forth in the Pricing Schedule (the “Fixed Fee”).
Contractor will invoice County monthly and in advance a prorated portion of the Fixed Fee. The
Fixed Fee includes operating supplies, salaries, benefits, insurance and other costs associated with
providing the services. The Fixed Fee amount is based upon a certain number of medical provider
visits and a certain number of prescriptions filled. Such patient volume and prescription volume
will be reviewed on a quarterly basis, provided, however, flu immunizations administered in any
quarter will not be included in determining utilization. If the number of provider visits or number
of prescriptions filled, as applicable, increases or decreases, then the Fixed Fee will be increased
or decreased to the next applicable Fee tier with prior County approval. Any temporary required
resource needs will be compensated based on the hourly rates in Exhibit A-1 Section 2.3 with
County prior approval. For the avoidance of doubt, the cost for pharmaceuticals sold is not
included in the Fixed Fee and will be priced and invoiced as set forth below and the Pricing
Schedule.
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3.2 Pharmaceutical Costs. Contractor will charge County for the pharmaceuticals sold at the Pharmacy
(defined in Exhibit B) as set forth in Exhibit A-1.
3.3 Payment shall be made upon the County’s receipt of a properly completed invoice.
3.4 INVOICES:
3.4.1 The Contractor shall submit in a manner acceptable to the County one (1) legible copy of
their detailed invoice before payment(s) can be made. At a minimum, the invoice must
provide the following information:
• Company name, address and contact
• County bill-to name and contact information
• Contract serial number
• County purchase order number
• Invoice number and date
• Payment terms
• Date of services
• Quantity
• Contract Item number(s)
• De-Identified Description of service provided
• Pricing per unit of service
• Extended price Total Amount Due
3.4.2 Problems regarding billing or invoicing shall be directed to the County Benefits Finance
Manager.
3.4.3 Payment shall be made to the Contractor by Accounts Payable through the Maricopa
County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT)
process. After Contract Award the Contractor shall complete the Vendor Registration
Form located on the County Department of Finance Vendor Registration Web Site
(http://www.maricopa.gov/Finance/Vendors.aspx).
3.4.4 EFT payments to the routing and account numbers designated by the Contractor will
include the details on the specific invoices that the payment covers. The Contractor is
required to discuss remittance delivery capabilities with its designated financial
institution for access to those details.
4.0 APPLICABLE TAXES:
4.1 Payment of Taxes: The Contractor shall collect and remit all applicable sales tax and pay to the
proper taxing jurisdiction of authority on County’s behalf.
4.2 State and Local Transaction Privilege Taxes: Maricopa County is subject to all applicable state
and local transaction privilege taxes. To the extent any state and local transaction privilege taxes
apply to sales made under the terms of this contract it is the responsibility of the Contractor to
collect and remit all applicable taxes to the proper taxing jurisdiction of authority.
4.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and local
taxes applicable to its operation and any persons employed by the Contractor. Contractor shall,
and require all subcontractors to hold Maricopa County harmless from any responsibility for taxes,
damages and interest, if applicable, contributions required under Federal, and/or state and local
laws and regulations and any other costs including transaction privilege taxes, unemployment
compensation insurance, Social Security and Worker’s Compensation.
4.4 Representation Authorization: If at any time the County believes that a tax levied in connection
with this Contract was not properly taxed or taxable; Contractor agrees to execute Arizona Form
285, as well as any other Representation Authorization Form or document necessary to permit
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County to contest the tax or seek a refund. In such event, Contractor agrees to fully cooperate
with County in such matter.
4.5 TAX: (SERVICES)
No tax shall be levied against labor. It is the responsibility of the Contractor to determine any and
all taxes and include the same in proposal price.
5.0 AVAILABILITY OF FUNDS:
5.1 The provisions of this Contract relating to payment for services shall become effective when funds
assigned for the purpose of compensating the Contractor as herein provided are actually available
to County for disbursement. The County shall be the sole judge and authority in determining the
availability of funds under this Contract. County shall keep the Contractor fully informed as to the
availability of funds.
5.2 If any action is taken by any state or federal agency or any other agency or instrumentality to
suspend, decrease, or terminate its fiscal obligations under, or in connection with, this Contract,
County may amend, suspend, decrease, or terminate its obligations under, or in connection with,
this Contract. In the event of termination and subject to any other transition costs that may be
included as part of a statement of work, County shall be liable for payment only for services
rendered prior to the effective date of the termination, provided that such services are performed in
accordance with the provisions of this Contract. County shall give written notice of the effective
date of any suspension, amendment, or termination under this Section, at least thirty (30) days in
advance. Notwithstanding the preceding, termination of the Contract will not occur until
Contractor has been provided adequate time to wind down services and provide patient
notifications as required by applicable law.
6.0 DUTIES:
6.1 The Contractor shall perform all duties stated herein and in Exhibit “B, B-1 and B-2”, and as
otherwise directed in writing by the Procurement Officer.
6.2 During the Contract term, County will provide Contractor’s personnel with adequate workspace
for consultants and such other related facilities as may be required by Contractor to carry out its
contractual obligations.
7.0 TERMS and CONDITIONS:
7.1 INDEMNIFICATION:
To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses
are not covered and paid by insurance purchased by the Contractor, the Contractor shall 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) arising out of, or alleged to have resulted from the negligent acts, errors,
omissions, or mistakes relating to the performance of this Contract.
Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives,
agents, 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 of, or destruction of tangible property, including loss of use resulting there from,
caused by negligent acts, errors, omissions, or mistakes in the performance of this Contract, but
only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, any
one directly or indirectly employed by them, or anyone for whose acts they may be responsible.
The amount and type of insurance coverage requirements set forth herein will in no way be
construed as limiting the scope of the indemnity in this paragraph.
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7.2 INSURANCE:
Contractor, at Contractor’s own expense, shall purchase and maintain the herein stipulated
minimum insurance from a company or companies duly licensed by the State of Arizona and
possessing a current A.M. Best, Inc. 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.
Notwithstanding the preceding, the Parties acknowledge and agree that certain Contractor
coverage required hereunder will be provided through Green Hills Insurance Company, a non-
rated Vermont-domiciled Risk Retention Group principally owned by Contractor, its subsidiaries
and affiliates. Evidence of coverage hereunder will be provided prior to the commencement of
Services under this Agreement.
7.2.1 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 Contract is satisfactorily
completed and formally accepted. Failure to do so may, at the sole discretion of County,
constitute a material breach of this Contract.
7.2.2 Contractor’s insurance shall be primary insurance as respects County, and any insurance
or self-insurance maintained by County shall not contribute to it.
7.2.3 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.
7.2.4 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. Contractor shall be
solely responsible for the deductible and/or self-insured retention and County, at its
option, may require Contractor to secure payment of such deductibles or self-insured
retentions by a surety bond or an irrevocable and unconditional letter of credit.
7.2.5 The insurance policies required by this Contract, except Workers’ Compensation and
Errors and Omissions, shall name County, its agents, representatives, officers, directors,
officials and employees as Additional Insureds.
7.2.6 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 Contractor’s work or service.
7.3 Commercial General Liability Insurance:
Commercial General Liability Insurance and if necessary, Commercial Umbrella insurance with a
limit of not less than $1,000,000 for each occurrence, $2,000,000 Products/Completed Operations
Aggregate, and $2,000,000 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.
7.4 Automobile Liability:
Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella
insurance with a combined single limit for bodily injury and property damage of not less than
$1,000,000 each occurrence with respect to any of the Lessee’s owned, hired, and non-owned
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vehicles assigned to or used in performance of the Lessee’s work or services or use or
maintenance of the Premises under this Contract.
7.5 Workers’ Compensation:
Workers’ Compensation insurance to cover obligations imposed by federal and state statutes
having jurisdiction of Lessee’s employees engaged in the performance of the work or services
under this Contract; 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. Lessee, its
contractors and its subcontractors waive all rights against Lessor 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
Lessee, its contractors and its subcontractors pursuant to this Contract.
7.6 Professional Liability (applies to On-site Employees):
Contractor shall maintain Professional Liability insurance which will provide coverage for any and
all acts arising out of the work or services performed by the Contractor and its employees under
the terms of this Contract, with a limit of not less than $1,000,000 for each claim, and $3,000,000
aggregate claims.
7.7 Medical Mal – Any contractor that has a medical degree providing medical treatment:
Contractor shall require and provide proof of Medical Malpractice insurance and, if necessary,
Commercial Umbrella insurance, which will insure and provide coverage for Medical Malpractice
for any of Contractor’s subcontractors and independent contractors and their employees providing
medical treatment, with limits of no less than $3,000,000 for each claim.
7.8 Evidence of Insurance Coverage:
Prior to AWARD and commencement of work, services or occupancy of the premises under this
Contract, Contractor shall furnish County with the following: (Certificates of Insurance as
required by this Contract, issued by Contractor’s insurer(s), as evidence that policies providing the
required coverages, conditions and limits required by this Contract are in full force and effect.
Such certificates shall identify this Contract number and title. In the event any insurance policies
required by this Contract are written on a “claims made” basis, coverage shall extend for two years
past completion and acceptance of the term of Contractor’s work or services or Contractor’s use or
maintenance of the Premises and as evidenced by annual Certificates of Insurance.
7.9 The insurance policies required by this Contract, except Workers’ Compensation, and Errors and
Omissions, shall name COUNTY, its agents, representatives, officers, directors, officials and
employees as Additional Insureds.
7.10 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
CONTRACTOR’S work or service.
7.11 Cancellation and Expiration Notice.
Insurance required herein shall not be permitted to expire, be canceled, or materially changed
without thirty (30) days prior written notice to the County.
8.0 FORCE MAJEURE
8.1 Neither Party shall be liable for failure of performance, nor incur any liability to the other Party on
account of any loss or damage resulting from any delay or failure to perform all or any part of this
Contract if such delay or failure is caused by events, occurrences, or causes beyond the reasonable
control and without negligence of the parties. Such events, occurrences, or causes will include
Acts of God/Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster),
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war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots,
rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities,
nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike,
interruption or failure of electricity or telecommunication service.
8.2 Each Party, as applicable, shall give the other Party notice of its inability to perform and
particulars in reasonable detail of the cause of the inability. Each Party must use best efforts to
remedy the situation and remove, as soon as practicable, the cause of its inability to perform or
comply.
8.3 The Party asserting Force Majeure as a cause for non-performance shall have the burden of
proving that reasonable steps were taken to minimize delay or damages caused by foreseeable
events, that all non-excused obligations were substantially fulfilled, and that the other Party was
timely notified of the likelihood or actual occurrence which would justify such an assertion, so
that other prudent precautions could be contemplated.
8.4 Pursuant to Section 9.0 below, the County shall reserve the right to terminate this Contract and/or
any applicable order or contract release purchase order upon non-performance by Contractor. The
County shall reserve the right to extend the Contract and time for performance at its discretion.
9.0 UNCONDITIONAL TERMINATION FOR CONVENIENCE:
Maricopa County may terminate the resultant Contract for convenience by providing one hundred and
eighty (180) calendar days advance notice to the Contractor.
10.0 TERMINATION FOR DEFAULT:
The County may, by written notice of default to the Contractor, terminate this contract in whole or in part if
the Contractor fails to:
10.1 Deliver the supplies or to perform the services within the time specified in this Contract or any
extension;
10.2 Make progress, so as to endanger performance of this Contract; or
10.3 Perform any of the other provisions of this Contract.
10.4 The County’s right to terminate this Contract under these subparagraphs may be exercised if the
Contractor does not cure such failure within 30 days (or more if authorized in writing by the
County) after receipt of the notice from the Procurement Officer specifying the failure.
11.0 Contractor may terminate this Contract if it gives the County notice of termination because the County did
not pay the Fixed Fees set forth in Exhibit A or other amounts owed to Contractor when due under the
terms of this Contract. The Parties agree that termination under this Section shall not occur unless written
notice of the alleged breach or non-performance is first given to County and County fails to cure the
alleged breach or non-performance within sixty (60) days following receipt of such written notice.
12.0 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without penalty or
further obligation within three years after execution of the Contract, if any person significantly involved in
initiating, negotiating, securing, drafting or creating the contract on behalf of the County is at any time
while the Contract or any extension of the Contract is in effect, an employee or agent of any other party to
the Contract in any capacity or consultant to any other party of the Contract with respect to the subject
matter of the Contract. Additionally, pursuant to A.R.S § 38-511 the County may recoup any fee or
commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or
creating the contract on behalf of the County from any other party to the contract arising as the result of the
Contract.
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13.0 TRANSTION: Notwithstanding anything to the contrary in this Contract or any work order, schedule,
purchase order or other similar documentation, no termination of this Contract, work order, purchase order
or the like will be effective prior to the running and expiration of any patient notification required to be
given by Contractor or any health care personnel under applicable state or federal law. County will be
required to pay certain costs associated with wind down and transition of any services provided pursuant to
this Contract. Contractor will, in good faith and with reasonable input from the County prepare and deliver
a budget for any wind down at end of contract (with 180 days’ notice by County) and transition services in
of those contemplated in the ordinary course of operations of the Health Center. Items included in the
budget will include, but will not be limited to: to the, as agreed to by the Parties, until anticipated closing or
transfer date, payment of any fees through and including the date on which Contractor’s involvement with
the Health Center ends or such other date as may apply, and the costs of maintaining or transferring
medical records or pharmacy records generated in connection with the Services, if permitted and in
accordance with applicable law.
14.0 CONTRACTOR LICENSE REQUIREMENT:
Contractor 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. Contractor 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 Contract and shall comply with the same.
Contractor shall immediately notify both Office of Procurement Services and the using agency of any and
all changes concerning permits, insurance or licenses.
15.0 SUBCONTRACTING:
15.1 Except as may be set forth in any scope of work, the Contractor may not delegate Contractor’s
performance of this Contract to another contractor or affiliate without the written consent of the
County; subject to Contractor remaining primarily responsible for its obligations under this
Contract and ensuring that services are provided to the same extent that Contractor would have
provided such services had Contractor performed those services without the use of an affiliate or
subcontractor. All correspondence authorizing subcontracting must reference the Contract Serial
Number.
15.2 If Contractor delegates performance of this Contract to a subcontractor, then the subcontractor’s
rate for the job shall not exceed that of Contractor’s rate, as set out in Exhibit A unless Contractor
is willing to absorb any higher rates or the County has approved the increase. Except as may be
provided otherwise in a scope of work, the subcontractor’s invoice shall be invoiced directly to
Contractor, who in turn shall pass-through the costs to the County, without mark-up. A copy of
the subcontractor’s invoice must accompany the Contractor’s invoice. Notwithstanding the
preceding, Services provided by Contractor’s Affiliated PC (defined in Exhibit A) and its
Pharmacy Operator (defined in Exhibit B) will not be subject to this subsection. Contractor’s
invoicing for Services provided by the Affiliated PC and Pharmacy Operator will be invoiced to
County in accordance with Exhibit A.
16.0 AMENDMENTS:
All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa County
Office of Procurement Services shall be responsible for approving all amendments for Maricopa County.
17.0 ADDITIONS/DELETIONS OF SERVICE:
17.1 The County reserves the right to add and/or delete materials and services to a Contract. If a
service requirement is deleted, payment to the Contractor will be reduced through discussions with
the Contractor and such reduction will be proportionate to the amount of service reduced in
accordance with the contract price. If additional materials or services are required from a
Contract, prices for such additions will be negotiated between the Contractor and the County.
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17.2 Contractor will provide the County an opportunity to meet potential staff that will provide the on-
site services to asses cultural fit. If County believes that any of the on-site personnel’s
performance is inadequate then County will advise Contractor and Contractor will promptly
resolve such performance issue to the reasonable satisfaction of County, up to and including
replacement. If County is dissatisfied with the performance of any on-site staff member, then
Contractor will promptly address such performance issues.
18.0 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.
19.0 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.
20.0 RIGHTS IN DATA:
The County shall have the use of the reports described in a scope of work resulting from this Contract
without additional cost or other restriction except as may be established by law or applicable regulation. .
Notwithstanding the preceding, all patient medical records and pharmacy records will be owned by
Contractor or its subcontractor, as applicable, and, for purposes of this Contract, will be considered the
confidential information of Contractor. Contractor will not be required to provide County with patient
medical records or pharmacy records except as permitted by applicable law. The parties acknowledge and
agree that Contractor’s operating manuals and polices are the confidential information of Contractor.
21.0 NON-DISCRIMINATION:
CONTRACTOR agrees to comply with all provisions and requirements of Arizona Executive Order 2009-
09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09
supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at
the Governor of the State of Arizona’s website
http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1which is hereby
incorporated into this contract as if set forth in full herein. During the performance of this contract,
CONTRACTOR shall not discriminate against any employee, client or any or any other individual in any
way because of that person‟s age, race, creed, color, religion, sex, disability or national origin.
22.0 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
The undersigned (authorized official signing for the Contractor) certifies to the best of his or her knowledge
and belief, that the Contractor:
22.1 is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from covered transactions by any Federal Department or agency;
22.2 have not within 3-year period preceding this Contract been convicted of or had a civil judgment
rendered against them for commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (Federal, State or local) transaction or contract under
a public transaction; violation of Federal or State antitrust statues or commission of
embezzlement, theft, forgery, bribery, falsification or destruction of records, making false
statements, or receiving stolen property;
22.3 are not presently indicted or otherwise criminally or civilly charged by a government entity
(Federal, State or local) with commission of any of the offenses enumerated in paragraph (2) of
this certification; and
22.4 have not within a 3-year period preceding this Contract had one or more public transaction
(Federal, State or local) terminated for cause of default.
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22.5 The Contractor agrees to include, without modification, this clause in all lower tier covered
transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered
transactions related to this Contract.
23.0 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41-4401
AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:
23.1 By entering into the Contract, the Contractor warrants compliance with the Immigration and
Nationality Act (INA using e-verify) and all other federal immigration laws and regulations related
to the immigration status of its employees and A.R.S. §23-214(A). The contractor shall obtain
statements from its subcontractors certifying compliance and shall furnish the statements to the
Procurement Officer upon request. These warranties shall remain in effect through the term of the
Contract. The Contractor and its subcontractors shall also maintain Employment Eligibility
Verification forms (I-9) as required by the Immigration Reform and Control Act of 1986, as
amended from time to time, for all employees performing work under the Contract and verify
employee compliance using the E-verify system and shall keep a record of the verification for the
duration of the employee’s employment or at least three years, whichever is longer. I-9 forms are
available for download at USCIS.GOV.
23.2 The County retains the legal right to inspect Contractor and subcontractor employee documents
performing work under this Contract to verify compliance with paragraph 6.20.1 of this Section.
Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and
shall make the documents available at the time and date specified. Should the County suspect or find
that the Contractor or any of its subcontractors are not in compliance, the County will consider this a
material breach of the contract and may pursue any and all remedies allowed by law, including, but
not limited to: suspension of work, termination of the Contract for default, and suspension and/or
debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the
Contractor.
24.0 INFLUENCE
As prescribed in MC1-1202 of the Maricopa County Procurement Code, any effort to influence an
employee or agent to breach the Maricopa County Ethical Code of Conduct or otherwise engage in any
unethical conduct may be grounds for Disbarment or Suspension under MC1-902.
An attempt to influence includes, but is not limited to:
24.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or
educational passes or tickets, or any type valuable contribution or subsidy,
24.2 That is offered or given with the intent to influence a decision, obtain a contract, garner favorable
treatment, or gain favorable consideration of any kind.
24.3 If a Person attempts to influence any employee or agent of Maricopa County, the Chief
Procurement Officer, or his designee, reserves the right to seek any remedy provided by the
Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided
by this contract.
25.0 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER
REVIEW:
25.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the Contractor
agrees to retain all books, records, accounts, statements, reports, files, and other records and back-
up documentation relevant to this Contract for six (6) years after final payment or until after the
resolution of any audit questions which could be more than six (6) years, whichever is latest. The
County, Federal or State auditors and any other persons duly authorized by the Department shall
have full access to, and the right to examine, copy and make use of, any and all said materials.
Notwithstanding the preceding, County will not be allowed to view or access any patient medical
or prescription information except as permitted by applicable law.
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25.2 If the Contractor’s books, records , accounts, statements, reports, files, and other records and back-
up documentation relevant to this Contract are not sufficient to support and document that
requested services were provided, the Contractor shall reimburse Maricopa County for the services
not so adequately supported and documented. The Parties acknowledge and agree that
documentation that the facility was open and providing services for the applicable period will be
deemed to sufficient for purposes of providing sufficient documentation pursuant to this Section.
Further, for the purposes of determining the proper amounts payable under this Contract, the right
to audit Contractor will not include the right to audit or review underlying wage or costs
information or auditing the composition of any specified percent, fixed rate, or fixed fee referred
to in this Contract. In no event will Contractor be required to allow County access to any
pharmaceutical wholesaler invoices agreements, or other books and records in any way related to
Contractor’s or its Pharmacy Operator’s (defined in Exhibit B) cost of goods sold or acquisition
costs for pharmaceuticals or over-the-counter products purchased, dispensed or sold pursuant to
this Contract. Any audit hereunder will be conducted only following entry into a confidentiality
and non-disclosure agreement between Contractor and County auditors.
25.3 If at any time it is determined by the County that a cost for which payment has been made is a
disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course
of action to address the disallowance shall be at sole discretion of the County, and may include
either an adjustment to future invoices, request for credit, request for a check or deduction from
current billings Submitted by the Contractor by the amount of the disallowance, or to require
reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable
to Maricopa County.
26.0 AUDIT DISALLOWANCES:
If at any time, County determines that a cost for which payment has been made is a disallowed cost, such as
overpayment, County shall notify the Contractor in writing of the disallowance. County shall also state the
means of correction, which may be but shall not be limited to adjustment of any future claim submitted by
the Contractor by the amount of the disallowance, or to require repayment of the disallowed amount by the
Contractor.
27.0 PERFORMANCE GUARANTEES;
Contractor agrees to place certain fees at risk for Contractor meeting certain performance measures set
forth in Exhibit C (“Performance Measures”). For the Fiscal year 2017, Contractor agrees to place
$10,218 at risk for the Performance Measures related to primary care services set forth in Exhibit B-2 and
$13,662 for the Performance Measures related to the pharmacy services set forth in Exhibit B-1. The
amount at risk for the Performance Measures would increase by three percent (3%) annually. The
Performance Measures may be adjusted only with the mutual consent of the Parties. If Contractor does not
meet a Performance Measure, then Contractor will credit the applicable amount to County on the next
invoice following the annual review of the Performance Measures. Each Performance Measure stands on its
own and any shortfalls in one Performance Measure cannot be offset by another Performance Measure.
28.0 PUBLIC RECORDS:
Under Arizona law, all Offers submitted and opened are public records and must be retained by the
Records Manager at the Office of Procurement Services. Offers shall be open to public inspection and
copying after Contract award and execution, except for such Offers or sections thereof determined to
contain proprietary or confidential information. by the Office of Procurement Services If an Offeror
believes that information in its Offer or any resulting Contract should not be released in response to a
public record request under Arizona law, the Contractor shall indicate the specific information deemed
confidential or proprietary and submit a statement with its offer detailing the reasons that the information
should not be disclosed. Such reasons shall include the specific harm or prejudice which may arise from
disclosure. The Records Manager of the Office of Procurement Services shall determine whether the
identified information is confidential pursuant to the Maricopa County Procurement Code.
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29.0 INTEGRATION:
This Contract represents the entire and integrated agreement between the parties and supersedes all prior
negotiations, proposals, communications, understandings, representations, or agreements, whether oral or
written, express or implied.
30.0 RELATIONSHIPS:
In the performance of the services described herein, the Contractor shall act solely as an independent
contractor, and nothing herein or implied herein shall at any time be construed as to create the relationship
of employer and employee, co-employee, partnership, principal and agent, or joint venture between the
County and the Contractor.
31.0 GOVERNING LAW:
This Contract shall be governed by the laws of the state of Arizona. Venue for any actions or lawsuits
involving this Contract will be in Maricopa County Superior Court or in the United States District Court for
the District of Arizona, sitting in Phoenix, Arizona
32.0 ORDER OF PRECEDENCE:
In the event of a conflict in the provisions of this Contract and any scope of work, the terms of this Contract
shall prevail.
33.0 INCORPORATION OF DOCUMENTS:
The following are to be attached to and made part of this Contract:
33.1 Exhibit A and Exhibit A1, Pricing;
33.2 Exhibit B, General Scope of Work:
33.3 Exhibit B-1, Scope of Work (Pharmacy):
33.4 Exhibit B-2; Scope of Work (Clinic):
33.5 Exhibit C, Service Level Agreement:
34.0 NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
ATTN: Contract Administration
320 West Lincoln Street
Phoenix, Arizona 85003-2494
For Contractor:
Take Care Employer Solutions, LLC
d/b/a Premise Health
Attn: Legal Department
5500 Maryland Way, Suite 200
Brentwood, TN 37027
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EXHIBIT A
PRICING
SERIAL 15002-RFP
NIGP CODE:
RESPONDENT'S NAME: Premise Health
COUNTY VENDOR NUMBER : 2011002323 0
ADDRESS: 5500 Maryland Way, Suite 400, Brentwood, TN 37027
P.O. ADDRESS:
TELEPHONE NUMBER: 203-583-1757
FACSIMILE NUMBER: na
WEB SITE:
CONTACT (REPRESENTATIVE): Amanda Mount
REPRESENTATIVE'S E-MAIL ADDRESS: amanda.mount@premisehealth.com
PAYMENT TERMS.
NET 30 DAYS
1.0 PRICING Projected Implementation Budget - Health Center
1.1 PHARMACY $0.00
1.2 HEALTH CARE CENTER $0.00
1.3 TOTAL IMPLEMENTATION CHARGES $0.00
2.0 PHARMACY OPERATING COSTS
(includes operating supplies, salaries etc.
(Contractor owns all inventory until sold))
Year 1 Year 2 Year 3 Year 4 Year 5
2.1 Total Prescriptions (16000-19999) 16000-19999 16000-19999 16000-19999 16000-19999 16000-19999
2.2 Number of Licensed Pharmacists 1.0 1.0 1.0 1.0 1.0
2.3 Total Employees 2.0 2.0 2.0 2.0 2.0
2.4 Hours of Operation (EIGHT (8) HOURS PER
DAY, BETWEEN 7 AM AND 5 PM) 7:30 AM - 4:00 PM 7:30 AM - 4:00 PM 7:30 AM - 4:00 PM 7:30 AM - 4:00 PM 7:30 AM - 4:00 PM
2.5 TOTAL COST OF OPERATIONS $ 376,368.88 $ 387,659.95 $ 399,289.75 $ 411,268.44 $ 423,606.49
2.6 PAYABLE MONTHLY $ 31,364.07 $ 32,305.00 $ 33,274.15 $ 34,272.37 $ 35,300.54
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3.0 OPERATING COSTS – HEALTH CENTER
Year 1 Year 2 Year 3 Year 4 Year 5
3.1 Total Provider Visits (2400 -2999 total visits,
1500 provider visits and 900 ancillary visits i.e..
(Wellness, Blood Pressure Checks etc.) 2400-2999 2400-2999 2400-2999 2400-2999 2400-2999
3.2 Number of Providers 1.1 1.1 1.1 1.1 1.1
3.3 Total Employees 1.6 1.6 1.6 1.6 1.6
3.4 Hours of Operation (EIGHT (8) HOURS PER
DAY, BETWEEN 7 AM AND 5 PM) 7:30 AM - 4:00 PM 7:30 AM - 4:00 PM 7:30 AM - 4:00 PM 7:30 AM - 4:00 PM 7:30 AM - 4:00 PM
3.5 TOTAL COST OF OPERATIONS CLINIC $ 315,739 $ 325,212 $ 339,968 $ 345,017 $ 355,368
3.6 PAYABLE MONTHLY $ 26,311.62 $ 27,100.97 $ 28,330.67 $ 28,751.42 $ 29,613.97
TOTAL COST OF OPERATIONS FOR
FACILITY $ 692,108.38 $ 712,871.63 $ 739,257.78 $ 756,285.51 $ 778,974.08
3.7 TOTAL PAYABLE MONTHLY $ 57,675.70 $ 59,405.97 $ 61,604.82 $ 63,023.79 $ 64,914.51
4.0 PHARMACY OPERATING COSTS
(includes operating supplies, salaries etc.
(Contractor owns all inventory until sold))
Year 1 Year 2 Year 3 Year 4 Year 5
4.1 Total Prescriptions (20000-23999) 20000-23999 20000-23999 20000-23999 20000-23999 20000-23999
4.2 Number of Licensed Pharmacists 1.0 1.0 1.0 1.0 1.0
4.3 Total Employees 2.2 2.2 2.2 2.2 2.2
4.4 Hours of Operation (EIGHT (8) HOURS PER
DAY, BETWEEN 7 AM AND 5 PM) 7:30 AM - 4:00 PM 7:30 AM - 4:00 PM 7:30 AM - 4:00 PM 7:30 AM - 4:00 PM 7:30 AM - 4:00 PM
4.5 TOTAL COST OF OPERATIONS $ 392,021.85 $ 403,782.50 $ 415,895.98 $ 428,372.86 $ 441,224.04
4.6 PAYABLE MONTHLY $ 32,668.49 $ 33,648.54 $ 34,658.00 $ 35,697.74 $ 36,768.67
5.0 OPERATING BUDGET – HEALTH
CENTER
Year 1 Year 2 Year 3 Year 4 Year 5
3.1 Total Provider Visits (3000-3499 total visits) 3000 - 3499 3000 - 3499 3000 - 3499 3000 - 3499 3000 - 3499
5.2 Number of Providers 1.1 1.1 1.1 1.1 1.1
5.3 Total Employees 1.6 1.6 1.6 1.6 1.6
5.4 Hours of Operation (EIGHT (8) HOURS PER
DAY, BETWEEN 7 AM AND 5 PM) 7:30 AM - 4:00 PM 7:30 AM - 4:00 PM 7:30 AM - 4:00 PM 7:30 AM - 4:00 PM 7:30 AM - 4:00 PM
5.5 TOTAL COST OF OPERATIONS CLINIC $ 323,754 $ 333,466 $ 348,470 $ 353,774 $ 364,388
5.6 PAYABLE MONTHLY $ 26,979.47 $ 27,788.86 $ 29,039.19 $ 29,481.20 $ 30,365.63
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TOTAL COST OF OPERATIONS FOR
FACILITY $ 715,775.52 $ 737,248.78 $ 764,366.25 $ 782,147 $ 805,611.65
5.7 TOTAL PAYABLE MONTHLY $ 59,647.96 $ 61,437.40 $ 63,697.19 $ 65,178.94 $ 67,134.30
6.0 PHARMACY OPERATING COSTS
(includes operating supplies, salaries etc.
(Contractor owns all inventory until sold))
Year 1 Year 2 Year 3 Year 4 Year 5
6.1 Total Prescriptions (24000 PLUS) 24000 + 24000 + 24000 + 24000 + 24000 +
6.2 Number of Licensed Pharmacists 1.0 1.0 1.0 1.0 1.0
6.3 Total Employees 2.5 2.5 2.5 2.5 2.5
6.4 Hours of Operation (EIGHT (8) HOURS PER
DAY, BETWEEN 7 AM AND 5 PM) 7:30 AM - 4:00 PM 7:30 AM - 4:00 PM 7:30 AM - 4:00 PM 7:30 AM - 4:00 PM 7:30 AM - 4:00 PM
6.5 TOTAL COST OF OPERATIONS $ 414,388.25 $ 426,819.90 $ 439,624.50 $ 452,813.23 $ 466,397.63
6.6 PAYABLE MONTHLY $ 34,532.35 $ 35,568.33 $ 36,635.37 $ 37,734.44 $ 38,866.47
7.0 OPERATING BUDGET – HEALTH
CENTER
Year 1 Year 2 Year 3 Year 4 Year 5
3.1 Total Provider Visits (3500 3999 total visits) 3500 - 3999 3500 - 3999 3500 - 3999 3500 - 3999 3500 - 3999
7.2 Number of Providers 1.1 1.1 1.1 1.1 1.1
7.3 Total Employees 2.1 2.1 2.1 2.1 2.1
7.4 Hours of Operation (EIGHT (8) HOURS PER
DAY, BETWEEN 7 AM AND 5 PM) 7:30 AM - 4:00 PM 7:30 AM - 4:00 PM 7:30 AM - 4:00 PM 7:30 AM - 4:00 PM 7:30 AM - 4:00 PM
7.5 TOTAL COST OF OPERATIONS CLINIC $ 361,318 $ 372,158 $ 388,322 $ 394,822 $ 406,667
7.6 PAYABLE MONTHLY $ 30,109.85 $ 31,013.14 $ 32,360.20 $ 32,901.84 $ 33,888.90
TOTAL COST OF OPERATIONS FOR
FACILITY $ 775,706 $ 798,978 $ 827,947 $ 847,635 $ 873,064
7.7 TOTAL PAYABLE MONTHLY $ 64,642.20 $ 66,581.47 $ 68,995.58 $ 70,636.28 $ 72,755.37
*Total Cost of Operations includes: operating supplies, salaries, benefits, insurance, information
system support, encounter fees.
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EXHIBIT A-1
PAYMENT SCHEDULE
Compensation to Contractor for providing the Services set forth in Exhibits B-1 and B-2 will be in accordance with
the terms of this Exhibit A and A1, subject to the terms of the Contract to which it is attached.
1.0 Fixed Fees:
Contractor will invoice County monthly and in advance a prorated portion (one twelfth) of the Fixed Fee
set forth in Exhibit A. Payment for the Fixed Fee is due within thirty days of the invoice date.
2.0 Pharmaceutical Costs.
2.0.1 The cost of pharmaceuticals dispensed at the Pharmacy payable by County to Contractor will be
determined as follows:
2.0.1.1 For Brand Name Drugs, Contractor will charge County AWP- 16.67%.
2.0.1.2 For Generic Drugs, Contractor will charge County a price set forth in a price table
generated by Contractor. Contractor guarantees that the aggregate price for all dispensed
Generic Drugs shall be at least AWP – 88% for multi-source Generic Drugs and single-
source Generic Drugs, ("Generic Drug Guarantee") measured and reported annually. The
Generic Drug aggregate price will be reconciled annually with any differences under the
Generic Drug Guarantee credited to the applicable County-sponsored plan within 90 days
from the end of the fourth quarter each year. OTC Supplies dispensed pursuant to a
prescription are not subject to the pricing set forth herein or the Generic Drug Guarantee.
2.0.2 Definitions.
2.0.2.1 “Brand Name Drug” means a drug designated as a brand name drug as determined by
Medi-Span and which may only be dispensed pursuant to a prescription in accordance
with state and/or federal law, and is required to bear the legend “Caution-Federal and/or
state law prohibits dispensing without a prescription” or other similar language. For the
avoidance of doubt, OTC Supplies which are dispensed pursuant to a prescription are not
included in the definition of Brand Name Drug and not subject to the pricing set forth
herein.
2.0.2.2 “Generic Drug” means a drug identified by the chemical or generic name, as determined
by Medi-Span and which may only be dispensed pursuant to a prescription in accordance
with state and/or federal law, and is required to bear the legend “Caution-Federal and/or
state law prohibits dispensing without a prescription” or other similar language. For the
avoidance of doubt, OTC Supplies which are dispensed pursuant to a prescription are not
included in the definition of Generic Drug and not subject to the pricing set forth herein.
2.0.2.3 “AWP” means the average wholesale price set forth by Medi-Span.
2.1 Payments and Reporting.
Contractor will invoice the applicable PBM(s) (including County’s PBMs) or, with respect to
those Participants who are not enrolled in a PBM network, the individual Participant, for the
Brand Name Drugs and Generic Drugs sold at the Pharmacy. If a Participant is not enrolled in a
PBM (“Non-Enrolled Participant”), then Pharmacy Operator will charge the Non-Enrolled
Participant as set forth in Section 2.12.2 of Exhibit B. The PBM(s) or the Non-Enrolled
Participant, as applicable, will remit payment to Contractor. Contractor will apply the payment
from the PBM or the Non-Enrolled Participant, any co-pays, or deductibles to the pharmaceutical
pricing set forth in Section 2.0.1 above. Contractor will apply any resulting overpayments to any
outstanding amounts owed by the County. If there is a net overpayment after applying
overpayments to outstanding amounts owed by County, Contractor will reimburse the County for
any overpayments within thirty (30) days of the end of each month. Contractor will invoice any
underpayments to County, in accordance with Section 1 above, provided, however, such payments
will be due within five (5) days of the invoice date. For the avoidance of doubt, it is intent of the
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Parties that Contractor retain only the amounts set forth in Section 2.0.1 above. Notwithstanding
the preceding, Contractor will retain any amounts associated with the sale of any prescription
products sold to a Participant covered Federal health care program, as that term is defined at 42
U.S.C. §1320a-7b(f). For the avoidance of doubt, Contractor will not charge County for
pharmaceuticals dispensed to a Participant covered by a Federal health care program.
2.2 OTC Supplies. Contractor will provide certain over the counter medications (“OTC
Supplies”) for sale at the Pharmacy. Contractor will own all OTC Supplies. Contractor will
credit profits (meaning revenue in excess of cost of goods sold) from the sale of OTC
Supplies to County on the invoice following the month in which the OTC Supplies were sold.
Contractor will make reasonable commercial efforts to set the retail price of the OTC
Supplies such that County receives a fifty percent (50%) profit from the sale of such OTC
Supplies. For the avoidance of doubt, OTC Supplies, including any OTC Supplies sold
pursuant to a prescription will not be subject to the pricing set forth in Section 2.0.1 set forth
above.
2.3 Additional labor rates:
This is for temporary work requirements over the base rates in Exhibit A of the contract (see
section 3.1 of contract). These rates are the fully burden rates for each position that the County
would pay if help is required beyond the fixed monthly/annual rates for capacity requirements.
2.3.1 Registered Pharmacist $ 109.03 per hour
2.3.2 Pharmacy Tech $ 31.48 per hour
2.3.3 Nurse Practitioner $ 91.44 per hour
2.3.4 Medical Assistant $ 26.91per hour
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EXHIBIT B
GENERAL SCOPE OF SERVICES, ONSITE MEDICAL SERVICES
(PHARMACY AND CLINIC)
1.0 INTENT
The intent of this Contract is to provide an on-site pharmacy and health services at the County’s
Administration Building to serve employees and their dependents who are covered under the County’s
employee health benefit plans, and by health benefit plans of other organizations and entities as may be
determined by Maricopa County pursuant to an agreement with the County (the “Participants”). On-site
services shall be open and available to the general public in addition to employees and dependents, but
access to County facilities requires security screening.
2.0 Engagement.
In accordance with the terms of the Contract, the County engages Contractor as an independent contractor
to provide or arrange for the provision of Services (as defined in Section 2.3 of this Exhibit B) to
Participants at the Health Center (as defined in Section 2.3 of this Exhibit B).
2.1 Use of Pharmacy Operator and Affiliates. Contractor may delegate the performance of a
portion of Contractor’s obligations under this Contract (to the extent determined by Contractor) to
(i) Walgreen Co. (“Walgreens”) or (ii) another third party pharmacy operator selected by
Contractor and approved in writing by the County, which approval shall not be unreasonably
withheld (Walgreens or such other approved pharmacy operator, the “Pharmacy Operator”).
Notwithstanding any delegation of its obligations to a Pharmacy Operator, Contractor shall remain
fully responsible to the County for the full and timely performance of all of Contractor’s
obligations under this Contract (and for any Pharmacy Operator’s timely performance of any
obligation described herein as an obligation of the Pharmacy Operator). Additionally, Contractor
or any Pharmacy Operator may perform such obligations through one or more of their affiliates,
but Contractor shall remain responsible to the County for the full and timely performance of all
such obligations. Contractor hereby discloses to the County that, as of the date of this Contract,
Walgreens will act as the Pharmacy Operator, and Walgreens has an ownership interest in
Contractor.
2.2 Affiliated PC. An “Affiliated PC” means a professional corporation duly qualified in the State of
Arizona with which Contractor maintains a services agreement. Notwithstanding anything to the
contrary, Contractor may, in its sole discretion, delegate to the Affiliated PC its obligation to
perform certain of the Services because Contractor does not engage in the practice of medicine
and nothing in this Contract should be construed to the contrary. The Affiliated PC will be
controlled by a licensed physician as required by the laws of the State of Arizona. When this
Agreement refers to “Contractor,” the reference includes, as appropriate, the Affiliated PC.
2.3 SCOPE OF SERVICES, ON-SITE SERVICES
Contractor shall provide on-site pharmacy and health services as set forth in this Exhibit B at the
County Administration Building (301 W. Jefferson, Phoenix, Arizona 85003). The County desires
to establish at such location an employer-sponsored pharmacy (the “Pharmacy”) and health
center (the “Clinic”). The Pharmacy and Clinic are collectively referred to herein as the “Health
Center.” The pharmacy services are set forth in Exhibit B-1 (the “Pharmacy Services”) and the
health services are set forth in Exhibit B-2 (the “Health Services”). The Pharmacy Services
together with the Health Services are collectively referred to herein as the “Services.”
2.4 Contractor Personnel. Contractor or Pharmacy Operator, as applicable, will provide the Services
utilizing the personnel described in Exhibit A attached to this Contract and incorporated herein
(collectively, the “Contractor Personnel”). In the discretion of Contractor or its Pharmacy
Operator, as applicable, the Contractor Personnel will be employed or contracted by Contractor or
its Pharmacy Operator, as applicable. If required by applicable rule, law or regulation, each of the
Contractor Personnel will be duly licensed or certified in the State of Arizona. The Parties
acknowledge and agree that in no event will the County exercise control and/or management over
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the employment, discharge, compensation and/or working conditions of any Contractor Personnel,
except as stipulated in Sections 2.17.1 and 2.17.2 of this Exhibit B.
2.5 Information Systems. Contractor and Pharmacy Operator, as applicable, will provide its standard
software applications and systems support required to deliver the Services. Such software and
applications are the property of their respective owners, and this Contract does not constitute a
license for the County to use such software and applications. The County will be responsible for
all network connection and service costs. In order to keep current with evolving technologies,
Contractor or Pharmacy Operator, as applicable, may, in its discretion, upgrade and make changes
to the software platform and hardware utilized at the Pharmacy. If a Party proposes to upgrade or
make changes to a software platform used at the Clinic, Contractor will prepare a budget for such
costs and, upon the Parties’ agreement of the budget and the specific changes to the software
platform, Contractor will implement such changes and the agreed upon costs will be the
responsibility of County.
2.6 Legal Compliance.
2.6.1 Contractor (and any Pharmacy Operator) will comply with all applicable federal, state
and local laws, statutes, regulations, and ordinances relating to its performance of this
Contract, including: labor laws; laws applicable to required permits, licenses,
registrations, filings, certifications, and other approvals regarding the operation of the
Heath Center including the handling, storage and dispensing of pharmaceuticals; laws
applicable to the disposal of medical waste and expired or unusable drugs; applicable
federal and state laws and regulations relating to self-referral, kickbacks, false claims,
and fraud and abuse; and, to the extent applicable, laws applicable to confidentiality and
patient privacy (including HIPAA, as defined herein).
2.6.2 The County will comply with all applicable federal, state and local statutes, regulations,
and ordinances relating to its performance of this Contract, including: labor laws; laws
applicable to zoning, required permits, licenses, registrations, filings, certifications, and
other approvals regarding the operation of the Heath Center, maintenance of the Health
Center, and, to the extent applicable, laws applicable to confidentiality and patient
privacy (including HIPAA, as defined herein).
2.7 Filings and Applications. Each Party (and any Pharmacy Operator) will cooperate fully with the
other Party and any Pharmacy Operator in furnishing any necessary information in such Party’s
possession required in connection with the preparation, distribution and filing of any filings,
applications, and notices which may be required by any federal, state and local government or
regulatory agencies relating to the operation of the Health Center.
2.8 Reports. Contractor will furnish the County with quarterly reports regarding the Health Center in
accordance with Exhibit B-1 and B-2.
2.9 Health Services Co-Pays, Co-Insurance, and Third Party Billing.
2.9.1 Co-Pays, Co-Insurance, and Deductibles - Contractor will determine each
Participant’s type of insurance coverage and will collect the appropriate co-payment or
co-insurance in advance for Participants who are covered by a medical plan that requires
a co-payment or co-insurance. For High Deductible Health Plans, Contractor may send
medical claims for processing by the applicable health plan before billing a Participant
for services.
2.9.2 Third Party Billing. Contractor will bill any applicable third-party payor for the Health
Services received by Participants at the Clinic in accordance with the applicable network
Contract between Contractor and the third-party payor. County will use reasonable
commercial efforts to ensure that Contractor is a participating provider in every County
health plan covering the Country health plan Participants. Contractor will use reasonable
commercial efforts to comply with any credentialing requirements or other such
requirements of County’s third party payors.
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2.9.3 For the avoidance of doubt, Contractor will bill any third party payors for the Pharmacy
Services in accordance with 2.12.2 below.
2.10 Data Delivery. The Parties acknowledge that for Contractor to properly deliver the Health
Services, Contractor must have, and County will provide continuous access to data about
Participants from third party payors, including the County’s health plan administrators. The
County will use reasonable commercial efforts to ensure Contractor has continuous access to data
Contractor needs from the County’s health plan administrators and that Contractor is a
participating provider in every County health plan covering the Country health plan Participants.
2.11 Refusal to Provide Services. County acknowledges and agrees that Contractor or Pharmacy
Operator, as applicable, may withhold Services to any Participant for good cause, including but
not necessarily limited to, inability to pay for services, requests by a Participant for quantities of
drugs in excess of prescribed quantities or refill limitations or where, in the professional judgment
of the pharmacist, Services should not be provided. Contractor or Pharmacy Operator may, in its
sole discretion, discontinue the provision of pharmacy Services to any Participant who is
disruptive or poses a threat to the Contractor Personnel or other Participants.
2.12 ON-SITE PHARMACY
2.12.1 Data Delivery. The Parties acknowledge that for Contractor and/or its Pharmacy
Operator to properly deliver the Pharmacy Services, Contractor and any Pharmacy
Operator must have continuous access to, among other things, data about the Participants
as necessary for Contractor and/or its Pharmacy Operator to render the Pharmacy
Services. County will use reasonable commercial efforts to ensure that Contractor is a
participating provider in every County health plan covering the Country health plan
Participants and has continuous access to the data Contractor needs. With respect to the
Pharmacy, County will use reasonable commercial efforts to ensure the County’s
prescription drug benefit manager (“PBM”), will provide Contractor and/or its Pharmacy
Operator Participant enrollment and benefit coverage information including, but not
necessarily limited to, Participant co-payments, deductible limits, covered drugs, days’
supply, and participating physicians (including any updates, deletions, or additions to the
foregoing within 10 days of such updates, deletions or additions). The Parties agree this
information needs to be transmitted to Pharmacy Operator at the time of dispensing
through the on-line electronic transmission link maintained between County’s PBM and
Pharmacy Operator (the “On-Line System”). Pharmacy Operator will use this
information to determine a Participant’s eligibility and prescription benefit coverage at
the time of dispensing. County’s PBM is solely responsible for the accuracy,
completeness, reliability, and timeliness of all information provided to Contractor and/or
its Pharmacy Operator, and any omissions or errors in the information are the sole
responsibility of County’s PBM. When applicable, County or County’s PBM will
provide Pharmacy Operator with hard edit messages to block the dispensing of generic
medications that cost Participants higher co-payments than the brand name medications.
County or County’s PBM or designee shall provide to Contractor, on a quarterly basis
and in a format designated by Contractor, aggregated, de-identified pharmacy claims data
with respect to County’s eligible population, subject to applicable law, to enable
Contractor to report on cost savings and undertake other analyses in connection with the
Pharmacy.
2.12.2 Eligibility and Reimbursement. County will use reasonable commercial efforts to
ensure that Pharmacy Operator is (with respect to the Pharmacy) a participating provider
in every County health plan and PBM retail network, as applicable, covering the
Participants. All prescription products covered by County’s prescription plans shall be
adjudicated at the co-payments determined by County and communicated to Pharmacy
Operator at the time of dispensing via the On-Line System. Pharmacy Operator may
charge Participants who are not enrolled in the County’s prescription plans or other PBM
retail networks but enrolled in other prescription plans at the rates set forth in Pharmacy
Operator’s contracts with such plans or other PBM retail networks, if applicable. If a
Participant receives a prescription product and is not enrolled in a County prescription
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plan or other PBM retail network for which Pharmacy Operator is a participating
provider, then Pharmacy Operator shall be permitted to charge that Participant Pharmacy
Operator’s usual and customary fee for such prescription product and require the
Participant to pay the fee at the point of sale. Contractor will credit County for any co-
payments, cash payments, or amounts received from a PBM (less the drug costs set forth
in Exhibit A, provided, however, Contractor will retain any amounts associated with the
sale of any prescription products sold to a Participant covered Federal health care
program, as that term is defined at 42 U.S.C. §1320a-7b(f). For the avoidance of doubt,
Contractor will not charge County for pharmaceuticals dispensed to a Participant covered
by a Federal health care program.
2.12.3 Cooperation. The County will use reasonable commercial efforts to ensure that its PBM
cooperates with Contractor and its Pharmacy Operator to enable Pharmacy Operator to
provide the Services contemplated in this Contract, and County agrees that neither
Contractor nor its Pharmacy Operator shall be responsible for failing to provide the
Services as a result of the failure of the PBM(s) to so cooperate with Contractor and its
Pharmacy Operator (as applicable). Contractor will use reasonable commercial efforts to
ensure that Pharmacy Operator complies with any credentialing requirements or other
such requirements of County’s PBM.
2.12.4 Formulary. Unless otherwise agreed to in writing signed by the Parties, the County’s
PBM’s formulary will be used for guiding the prescribing, dispensing and acquisition of
pharmaceutical products for Participants. The County will require its PBM to notify
Contractor of any modification to such formulary within a commercially reasonable time
after such modification.
2.12.5 Pharmaceutical Rebates. Contractor will not be responsible for applying for or
collecting any pharmaceutical manufacturer rebates for the benefit of the County under
this Contract.
2.12.6 Pharmaceutical Contracts. The County may not request or demand Contractor or its
Pharmacy Operator take any action, including adjust any drug formulary or agree to any
pharmacy benefit management contract term, that would violate or breach any contracts
Contractor or Pharmacy Operator may have with pharmaceutical manufacturers and
suppliers. Pharmacy Operator will own all pharmaceuticals to be dispensed at the
Pharmacy.
2.13 Confidentiality of Protected Health Information:
The Parties hereto will comply with all applicable requirements and obligations under the Health
Insurance Portability and Accountability Act of 1996 (“HIPAA”) which governs any uses and
disclosures of medical, prescription, and other individually identifiable health information
specifically relating to an individual (“Protected Health Information” or “PHI”) that may occur
as a result of this Contract. The Parties warrant that they will maintain and protect the
confidentiality of all PHI in accordance with the applicable requirements and obligations under
HIPAA and all applicable federal and state laws and regulations. However, nothing herein will
limit a Party’s use of any aggregated patient information that does not contain or constitute PHI.
2.14 FACILITIES:
The County will make available, without charge to Contractor, suitable premises (the “Premises”)
for the location of the Health Center and the delivery of the Services. County will ensure, without
charge to Contractor or its Pharmacy Operator that the Premises are acceptable for their intended
use, meet all applicable zoning ordinances, occupancy rules and similar rules, orders and laws, and
are secure and meet, as applicable, Contractor’s or Pharmacy Operator’s specifications, which
specifications may include Health Center size, location and lay-out. Contractor acknowledges that
the current Health Center facilities provided by County for the Health Center are acceptable
pursuant to this Section. County grants Contractor and Pharmacy Operator an exclusive license
to occupy the Health Center for the purpose of operating the Health Center pursuant to the terms
and conditions stated herein. The Premises shall be in good condition and repair, properly zoned
SERIAL 15002-ITN
for Contractor’s intended use of the Premises as contemplated by this Contract, free of any
hazardous substances, and available for occupancy. County represents and warrants that
Contractor Personnel, to include any personnel of the Pharmacy Operator, has a non-exclusive
license to access the Premises, and restrooms, hallways, doorways, access ways, parking areas,
receiving and/or delivery areas and any other common areas in or near the Premises. County
hereby represents that (i) County holds fee simple title to the Premises; (ii) has the full right,
power and authority, without the consent or approval of any other party, to grant Contractor,
together with its Pharmacy Operator, the right to use the Premises for the purposes herein stated;
and (iii) there are currently no restrictions or other encumbrances affecting the Premises that
would limit, prohibit or otherwise restrict Contractor’s or its Pharmacy Operator’s intended use of
the Premises. In no event is it the intention of the parties for this Contract to be construed as a
lease.
2.14.1 Health Center Maintenance:
The County will, without charge to Contractor or Pharmacy Operator, maintain the
Health Center and Premises in good repair and working order, including the interior,
exterior, structure and roof. County will, without charge to Contractor or Pharmacy
Operator, provide all other items and services of a non-medical nature reasonably
necessary to operate the Health Center including office furniture, environmental
(including medical waste removal) and janitorial services of common areas and exam
rooms, computer networking connections, and utilities such as electricity, water, heating,
plumbing, and air conditioning, all in accordance with Contractor’s and Pharmacy
Operator’s specifications. The County is not responsible for maintenance of Contractor’s
computer hardware and software. Janitorial services will include daily cleaning services
of common areas and exam rooms reasonably acceptable to Contractor under standards
applicable to similar medical and pharmacy facilities. In addition, County will, without
charge to Contractor, maintain all buildings and surrounding areas in a tenantable and
safe condition and free of debris.
2.15 Health Center Operations:
The Parties agree that the Health Center will be open for operation in accordance with the hours of
operation between 7:30 AM Arizona time to 4:00 PM.; Monday through Friday provided,
however, that the Health Center will be closed on all federal holidays as well as County legal
holidays, which County will notify Contractor of in writing annually. The Health Center will be
closed between 1:00 PM and 1:30 PM for lunch.
2.16 Performance by Contractor Personnel:
Nothing contained in this Contract is deemed to create a relationship of master/servant,
employer/employee, partnership or joint venture between the County and Contractor, between the
County and Pharmacy Operator, or between the County and any Contractor Personnel.
2.16.1 Contractor and its Pharmacy Operator, as applicable, are solely responsible for hiring and
training its employees and, to the extent necessary, training subcontractors and, therefore,
all such persons are or will be the employees or subcontractors of Contractor. None of the
Contractor Personnel will be directly or indirectly employed by the County and they will
not be deemed to be employees or agents of the County for any purpose whatsoever.
2.16.2 The County does not have the right of control over the specific manner of performance of
Contractor Personnel’s duties hereunder. The right of control over the specific manner of
performance of such duties is vested entirely in Contractor or its Pharmacy Operator, as
applicable, except where the scope of professional practice is concerned, in which case
control is vested in the appropriate Contractor Personnel.
2.17 CONTRACTOR EMPLOYEE MANAGEMENT:
Contractor shall endeavor to maintain the sufficient number of personnel necessary to administer
the Services throughout the term of the Contract. In the event that Contractor’s personnel’s
employment status changes, Contractor will, at County’s request, review with the County
proposed candidates with equivalent experience with the Services. The County reserves the right
SERIAL 15002-ITN
to conduct a background check on any Contractor personnel who provide services on County
premises.
2.17.1 County reserves the right to immediately remove from its premises any Contractor
personnel it reasonably determines is (i) a risk to the health and safety of County
employees or (ii) violates a County policy.
2.17.2 County reserves the right to request the replacement of Contractor personnel at any time,
for any reason. Contractor will consider all such requests with all due care and diligence;
however, the Contractor will have authority regarding employment related
determinations.
3.0 INTEGRATION: Health and Wellness Partner integration: Collaborate with the County to integrate its
Wellness Program strategy with the Health Center’s Services offered.
3.1 Educate vendor partners regarding onsite Health Center Services to ensure Maricopa County
vendor support teams can refer employees to onsite Health Center when appropriate. Educate
onsite Health Center staff on all County employee benefits, programs, and services. Onsite Health
Center staff may also be educated on employee benefits, programs and services associated with
other organizations and entities with which the County has an agreement to access the County’s
onsite Health Center.
4.0 USAGE REPORT:
4.1 Reports will provide information broken out by plan, to include health plans sponsored by other
entities that have an agreement with the County. Contractor will provide the following standard
reports:
4.1.1 Financial (Health Center and Pharmacy)
4.1.1.1 Budget to Actual Report
4.1.2 Monthly Pharmacy Report
4.1.2.1 Pharmacy Utilization
4.1.2.2 Unique Patients
4.1.2.3 Generic Dispensing Rate
4.1.2.4 Top 25 Drugs
4.1.3 Quarterly Pharmacy Report
4.1.3.1 Pharmacy Utilization
4.1.3.2 Top 25 Drugs by Cost and Volume
4.1.3.3 Unique Patients
4.1.3.4 Generic Dispensing Rate
4.1.3.5 Standardized Scripts
4.1.3.6 Top 25 Drugs
4.1.3.7 Return on Investment Analysis
4.1.4 Monthly Health Center Report
4.1.4.1 Utilization Trending by Encounter Type, Month, Day, Hour, and New Patients
4.1.4.2 Patient Trending (i.e., new patients, unique patients, by age, gender)
4.1.4.3 Top Diagnoses
4.1.4.4 Top Visit Reasons
4.1.4.5 Top Referrals
4.1.5 Quarterly Health Center Report
4.1.5.1 Contractor Updates
4.1.5.2 Quarterly Highlights
4.1.5.3 Roadmap Review
4.1.5.4 Health Center Performance Metrics
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4.1.5.5 Return on Investment Analysis
4.1.5.6 Performance Guarantees
4.1.5.7 Marketing Initiatives
4.1.5.8 Challenges & Opportunities
4.1.5.9 Short & Long-term Goals
4.1.6 Revenue Cycle Management (RCM) Report
4.1.6.1 Aging and collections report by health plan
4.2 County shall provide to Contractor, on a quarterly basis and in a format designated by Contractor,
aggregated, de-identified medical claims data for all County’s eligible population, subject to
applicable law, to enable Contractor to report on cost savings and undertake other analyses in
connection with the Clinic.
4.3 The Contractor shall furnish the County a usage report upon re quest delineating the acquisition
activity governed by the Contract. The format of the report shall be approved by the County and
shall disclose the quantity and dollar value of each contract item by individual unit. The
contractor shall provide regular monthly reports of service volume, expenses, collections and cost
-avoidance for the pharmacy and clinic. Reports shall be in a format approved by the County, and
shall be delivered on a timely basis according to an agreed-upon schedule.
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EXHIBIT B-1
PHARMACY SERVICES
1.0 Eligibility
Pharmacy Services are available at 301 W. Jefferson Street, Phoenix, AZ 85003, to Maricopa County
employees and their dependents, and to other organizations and entities as may be determined by Maricopa
County pursuant to an agreement with the County.
2.0 Onsite Pharmacy Services
Provide excellent patient care and ensure that all Contractor and/or Pharmacy Operator staff is adequately
trained to:
2.0.1 Treat patients with integrity and respect.
2.0.2 Prevent medication errors.
2.0.3 Provide patient education.
2.0.4 Review medication profiles for medication interactions, adverse drug effects and/or allergies.
2.0.5 Monitor patient profiles for medication adherence.
2.0.6 Work with patients to assist in disease management, case management, prescription adherence,
and quality improvement programs.
2.0.7 Utilize pharmaceutical tools and programs such as Drug Utilization Review.
2.0.8 Promote generic substitution and therapeutic interchange of pharmaceuticals to help control
pharmaceutical costs while ensuring the appropriate level of care to patients.
2.0.9 Fill prescriptions for patients.
2.0.10 Be responsive to questions from patients, pharmacy staff and outside medical professionals.
2.0.11 Manage day-to-day operational issues with the pharmacy services and address any concerns of
Maricopa County regarding the delivery of the pharmacy services.
2.0.12 Balance cash register at the end of each day.
2.0.13 Call a physician’s office to renew prescriptions as necessary.
2.0.14 Provide computerized inventory control system and use prescription and/or wholesaler reports to
set order points.
2.0.15 Send and receive medication orders via the computer system (e-prescribing).
2.0.16 Perform periodic inventory audit as required under state law.
2.0.17 Manage inventory turnover, hazardous waste, and drug recalls.
2.0.18 Ensure proper handling and storage of all pharmaceutical as required by state and federal
regulations and manufacturer recommendations.
2.0.19 Cooperate and comply with all OSHA guidelines for the proper handling and disposal of any
hazardous pharmaceuticals or chemicals.
2.1 Other Services
2.1.1 Provide Immunization services as permitted by pharmacy laws including:
2.1.1.1 Annual influenza vaccinations to employees and dependents 18 years old and older,
without prescriptions.
2.1.2 Coordination of Care
2.1.2.1 Focus on the whole patient (patient-centered care) with an emphasis on comprehensive
medication management and personalized patient assistance.
2.2 Pharmacy Staff Members
2.2.1 Maintain professional staff with continuous support and training from leading experts in the field.
2.2.2 Actively recruit, train and professionally develop resources that will be available to fill in for
regular staff when needed.
2.2.3 Provide proactive strategic proposals for continuous improvement of Pharmacy Services.
2.2.4 Monitor Pharmacy Services provided to assess staff compliance with best practice standards.
2.2.5 Manage the inventory and ordering in a cost effective manner while ensuring the appropriate level
of health care.
2.3 Inventory
2.3.1 Contractor will own all inventory until it is sold.
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EXHIBIT B-2
PRIMARY CARE/ONSITE CLINIC SERVICES
1.0 Eligibility
Health care services, such as primary care and the treatment of acute episodic illnesses, are available at 301
W. Jefferson Street, Phoenix, AZ 85003, to Maricopa County employees and their dependents, and to other
organizations and entities as may be determined by Maricopa County pursuant to an agreement with the
County.
2.0 Onsite Health Care Services
2.1 Primary Care/Acute Episodic Services will include the following:
2.1.1 Evaluation and treatment of respiratory illnesses, including but not limited to bronchitis,
common colds, coughs, ear infections, flu, laryngitis, sinus infections, sore throat, strep
throat, and upper respiratory infections.
2.1.2 Evaluation and treatment of (but not limited to) allergies, bladder infections, diarrhea,
nausea and vomiting, early Lyme Disease, fever (<72 hours), head lice, mononucleosis,
pink eye, styes, scalp rash, swimmer’s ear, and swimmer’s itch.
2.1.3 Evaluation and treatment of skin conditions including but not limited to acne, athlete’s
foot, cold sores, dry skin, itchy skin, poison ivy/poison oak, rashes, ringworm, scabies,
Shingles, skin infections, sunburn, tick/insect bites, and warts.
2.1.4 Diagnostic testing including but not limited to that for PPD (purified protein
derivative)/Tuberculosis and pregnancy.
2.1.5 Preventive care, including well exams.
2.1.6 Treatment of minor injuries including but not limited to abrasions, minor burns, splinters,
sprain/strains, etc.
2.1.7 Immunizations.
2.1.8 Information on general self-care, health education, health counseling and support.
2.2 Emergency Services
2.2.1 Contractor’s staff will attempt to stabilize a patient that has a life-threatening injury or
illness and either treat or arrange for emergency transport to the nearest hospital.
2.3 Laboratory Services
2.3.1 The onsite clinic will operate as a Clinical Laboratory Improvement Amendments
(CLIA)-waived laboratory. CLIA-waived testing includes, but is not limited to urine dip,
hematocrit, pregnancy, rapid strep, glucose monitoring, and Prothrombin Time Blood test
for clotting time (PT/INR).
2.3.2 Laboratory services will be provided following a licensed health care provider’s order.
Collection and testing of samples can be performed regardless if the ordering provider is
providing healthcare services through the clinic or is a provider in the surrounding
community. Laboratory testing results for community provider orders are sent directly to
the community provider.
2.3.3 Wellness services to be provided may include biometric screening services (upon mutual
agreement between the County and Contractor), health screening result consultations,
guidance regarding wellness resource options, cholesterol screenings and counseling,
blood pressure screenings and counseling, and diabetes screening and counseling.
2.4 Clinic personnel will manage Primary Care Physician and Specialist referrals and referrals to other
available County resources, such Employee Assistance Program, upon request, as agreed upon
between the County and Contractor.
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3.0 Other program and service responsibilities
3.1 Marketing Plan:
In collaboration with Maricopa County, Contractor will develop a comprehensive marketing plan
that utilizes a wide variety of marketing tactics to drive patient utilization of onsite Health Center
Services. Contractor will develop and provide content of marketing material to Maricopa County
for review. The marketing material and any associated costs must be approved by the County
prior to implementation. Tactics may include, but are not limited to:
3.1.1 Online/website content
3.1.2 Email
3.1.3 Video feed content
3.1.4 New hire orientation
3.1.5 Special monthly/quarterly programs and/or service promotions
3.1.6 Direct mailers
3.1.7 Poster/flyers
3.1.8 Integration of onsite health center visits into wellness incentive strategy
3.1.9 Coordination of medical plan and wellness vendors to cross-promote onsite Health
Center services
3.1.10 Wellness newsletter and communications
3.1.11 Special events (i.e., open house, health fair, benefits fair)
3.1.12 Outreach screening booths at downtown buildings
3.1.13 Banner stands
3.2 Co-Pays and Third Party Billing
3.2.1 Contractor responsible for the management of claims processing with client designated
third party administrators and payers, management of all payments received from payers
and patients, and ensuring the data quality for encounters created in the Practice
Management system.
3.2.2 Contractor will provide the following services:
3.2.3 Coordinate claims submission with designated third-party administrators or payer(s).
3.2.4 Develop billing workflow, including billing and collection methodology based on the
client’s benefit plan structure.
3.2.5 Administer client-specific network or payer enrolment based upon the client and payer
requirements
3.2.6 Complete clearinghouse set-up with applicable payer(s) for sending claims and receiving
responses electronically between the payer(s) and Contractor
3.2.7 Set up patient statements, if applicable and toll free number for patient statement
payments/inquiries
3.2.8 Perform yearly updates and changes based upon any client changes to plan structure and
payer(s)
3.2.9 Establish bank and merchant processing services required for revenue cycle management
including the collection of patient or payer recoveries.
3.2.10 Manage recoveries including those from patients and third parties.
3.2.11 As applicable, administer collection policy:
3.2.11.1 Patients receive three statements; one generated on the day patient
responsibility is established, followed by a second statement 30 days after
initial patient responsibility date, followed by the third statement 60 days from
the initial.
3.2.11.2 Thirty days after the third statement is issued which is 90 days from the initial
statement, Contractor will send a letter requesting the patient to make payment
or contact Premise Health to discuss alternatives.
3.2.11.3 Thirty days after the letter is issued and 120 days following the initial
statement, the patient’s account is considered delinquent.
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3.2.11.3.1 Patient accounts are turned over according to the communication
required by the collection agency. These actions are processed
through an automated interface between Contractor and the
agency.
3.2.11.3.2 Patient accounts are adjusted off to bad debt write off and
removed
3.2.12 Complete revenue management in accordance with Contractor RCM policies, a copy of
which will be made available to client upon request.
3.2.13 Perform quality coding reviews and work with health center staff to resolve coding
issues.
3.2.14 Apply claims edits and scrubbing rules to meet payer requirements, client requirements
and to ensure the integrity of the CPT and ICD10 data for each encounter.
3.2.15 update the fee schedule in accordance with direction from the applicable third party
payor, develop integration with additional third party administrators or payors or conduct
billing or revenue cycle management activities not included in this SOW, additional fees
may be applicable.
3.2.16 Complete revenue management in accordance with Contractor RCM policies, a copy of
which will be made available to County upon request.
3.2.17 All monies collected will be credited to Maricopa County.
3.3 Health and Wellness Partner integration: Collaborate with Maricopa County to integrate their
Wellness Program strategy with the Health Center’s Services offed.
3.3.1 Educate vendor partners regarding onsite Health Center Services to ensure Maricopa
County vendor support teams can refer employees to onsite Health Center when
appropriate. Educate onsite Health Center staff on all County employee benefits,
programs, and services. Onsite Health Center staff may also be educated on employee
benefits, programs and services associated with other organizations and entities with
which the County has an agreement to access the County’s onsite Health Center.
4.0 Coordination of Care
4.1 Focus on the whole patient with an emphasis related to ongoing health management and guidance
throughout the health care system.
4.2 Provide referral management with physicians, specialists, hospitals, other outside medical services
locally and regionally, and other Maricopa County programs as appropriate, while working closely
with third party administrator insurance plans.
4.3 Coordinate services and information with patients’ community providers if patient consents or in
accordance with applicable law.
4.4 Perform clinical “advocate” role to assist patients in navigating complex care.
4.5 Develop integrated relationships with other Maricopa County vendor service resources to address
care gaps, such as telephonic or online disease management and lifestyle behavior coaching,
tobacco cessation, biometric programs, health-related educational materials, Employee Assistance
Programs (EAP), behavioral health, social services, and network providers.
5.0 Clinic Staff Members
5.1 Maintain professional staff with continuous support and training from leading experts in the field.
5.2 Actively recruit, train and professionally develop resources that will be available to fill in for
regular staff when needed.
5.3 Provide proactive strategic proposals for continuous improvement of services.
5.4 Monitor services provided to assess staff compliance with best practice standards.
5.5 Manage the inventory and ordering in a cost effective manner while ensuring the appropriate level
of health care.
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EXHIBIT C
SERVICE LEVEL AGREEMENT
PREMISE HEALTH
Maricopa County Performance Guarantee Criteria - Health Center
Measurement Period: July - June [11]
% of Management Fee at Risk = 100%
Type Indicator Measurement Eligible Target Threshold [9]
(P,S) Methodology
[1] Category Indicator [2] Measurement [3] Frequency [4] Population [5] [6] Weight [7] Year Requirement [8] 80% 100%
X% of eligible
All patients who have had at least
population will
Hypertension Screening 1 provider visit and a BP > 140/90 Premise
Hypertension receive a referral to
P Clinical and Appropriate PCP or Annual (excludes patients that have Health Data 20.0% 2016 75.0% 80.0%
Screening their PCP or
Program Referral identified Premise Health as their Warehouse
Appropriate
PCP)
Program
X% of eligible
All patients who have had at least
population will
Diabetes Screening and 1 provider visit and an A1C > 5.7 Premise
Diabetes receive a referral to
P Clinical Appropriate PCP or Annual (excludes patients that have Health Data 20.0% 2016 75.0% 80.0%
Screening their PCP or
Program Referral identified Premise Health as their Warehouse
Appropriate
PCP)
Program
All patients that use the health Standard
Patient Overall Satisfaction with Avg of Question F1
S Operational Annual center during the measurement Premise 20.0% 2016 3.8 4.1
Satisfaction Health Center & Question F4
period Health
X% increase in
Premise
Utilization Increase Health Center All visits to the health center utilization
P Operational Annual Health Data 30.0% 2016 1.0% 3.0%
[10] Utilization during the measurement period compared to the
Warehouse
prior year
Timely Monthly &
X% of client
Quarterly Reporting (45
reporting delivered
calendar days of the close All Premise Health scheduled client Tracked On-
S Administrative Reporting Annual 10.0% 2016 based on 90.0% 95.0%
of the quarter and 25 reporting Site
established time
calendar days of the close
frames
of the month)
Footnotes
[1] Type refers to how the data is collected with regards to determining results. P (Primary) refers to indicators whose data Premise Health can collect through
utilizing our EHR
and S (Secondary) refers to indicators that require the data from any other source, such as client provided data, surveys, chart audits, or
manual tracking logs.
[2] Indicator refers to the data point to be measured and serves as the name of each of the Performance Guarantees.
[3] Measurement describes the goal for the Indicator upon successful
completion.
[4] Measurement Frequency represents the recurrence that performance guarantees are measured against their Threshold(s) to determine achievement and any associated financial implications.
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[5] The specific portion of the population that will be included in the
Measurement.
[6] The process and/or system utilized to retrieve the data to be applied in the Measurement (i.e. the data source)
[7] Weight percentages distribute the Management Fee at Risk among the Indicators (the total of the weight column will always
equal 100%).
[8] Requirement provides the specific formula that will be utilized to determine the success of the Indicator.
[9] Threshold is the target of the Requirement that must be achieved in order to retain 80% or 100% of the fees at risk for the
Indicator.
[10] Performance Guarantee is contingent on the following requirements, which if they are not met the metric will be void and the weight will be distributed to the remaining performance
guarantees:
1. Eligible population in the downtown Phoenix location must remain at approximately 5,000 eligible employees.
2. The staffing model remains consistent with the current staffing model of 1 NP.
3. Maricopa County must collaborate with Premise Health to develop and implement marketing and outreach
initiatives.
[11] Performance guarantees will be reviewed annually to ensure metrics and their Thresholds are appropriate based on the health center's performance. Any adjustments will be based on mutually agreed
upon changes
and finalized 30 days prior to the measurement period for the subsequent year. If performance guarantees are not finalized 30 days prior to the measurement period, then the 12 month
measurement period
will not begin until 30 days after the performance guarantees are finalized.
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PREMISE HEALTH
Maricopa County Performance Guarantee Criteria - Pharmacy
Measurement Period: July - June [10]
Management Fee at Risk = 100%
Indicator Measurement Eligible Target Threshold [9]
Methodology
Category Indicator [2] Measurement [3] Frequency [4] Population [5] [6] Weight [7] Year Requirement [8] 80% 100%
Prescriptions filled with a
Premise Health
Generic Efficiency generic drug as a percent of all All prescriptions filled at Generic efficiency rate
Clinical Annual Data 50.0% 2016 94.0% 96.0%
Rate prescriptions that could have the pharmacy meets or exceeds 96%
Warehouse
been filled with a generic drug
Timely Monthly & Quarterly
Reporting (45 calendar days of X% of client reporting
All Premise Health
Administrative Reporting the close of the quarter and 25 Annual Tracked On-Site 50.0% 2016 delivered based on 90.0% 95.0%
scheduled client reporting
calendar days of the close of established time frames
the month)