CONTRACT RE IMMUNIZATION BILLING REIMBSMTS WITH TAPI.PDF
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Sole Source CONTRACT FOR SERVICES MARICOPA COUNTY by and through the DEPARTMENT OF PUBLIC HEALTH 4041 N. Central, Suite 1400, Phoenix, Arizona 85012 1. Contract No: C-86-14-062-3-00 2. Contract Type: Service Agreement 3. Contract Amount: Reimbursement 4. Purpose: Immunization Medical Claim Reimbursement (Maximum Reimbursable Amount) 5. Start Date: January 1, 2014 6. Expiration Date: _December 31, 2014 This Contract is entered into by and between The Arizona Partnership for Immunization (TAPI), referred to hereinafter as the “Contractor,” and Maricopa County, by and through the Department of Public Health, referred to hereinafter as the “County.” The Contractor and the County are collectively referred to as the “Parties” and individually as a “Party.” The Parties, for and in consideration of the covenants and conditions set forth herein, shall provide and perform the services as set forth below. All rights and obligations of the Parties shall be governed by the terms of this Contract, including its Exhibits, Attachments, Appendices, and any Subcontracts or Amendments as set forth herein and in: Section I - General Provisions Section III - Work Statement Section II - Special Provisions Section IV - Compensation This Contract contains all the terms and conditions agreed to by the Parties. No other understanding, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind the Parties. Nothing in this Contract shall be construed as consent to any lawsuit or waiver of any defense in any lawsuit brought against the State of Arizona, the County, or the Contractor, in any State or Federal Court. Legal notice under this Contract shall be given by personal delivery or by registered or certified mail, postage prepaid and return receipt requested, to the addresses set forth below. If the legal notice is personally delivered, it is deemed given and effective upon receipt by the Party to whom it is addressed. If the legal notice is mailed, it is deemed given and effective three (3) days after it is mailed by registered or certified mail. Notice to Contractor: Jennifer Tinney Phone:_602 288-7567 Address: 700 E Jefferson, Ste 100, Phoenix, Arizona 85034 Notice to Department: MCDPH Grants/Contracts Unit Phone: (602) 372-0675 Address: 4041 N. Central Ave., Suite 1400, Phoenix, AZ 85007 IN WITNESS WHEREOF, the Parties enter into this Contract: FOR AND ON BEHALF OF CONTRACTOR : MARICOPA COUNTY BY: BY: Signature Chairman, Board of Supervisors Type Name and Title ATTEST Date Clerk of the Board Date APPROVED AS TO FORM: APPROVED AS TO FORM: Attorney for Maricopa County Date Date SECTION I GENERAL PROVISIONS 1. EFFECT To the extent the Work Statement is in conflict with the General or Special Provisions, the Work Statement shall control. 2. DEFINITIONS As used throughout this Contract, the following terms shall have the following meanings: A. Contract means this document and all exhibits, attachments, appendices, and amendments to this Contract. B. Contractor means the person, firm, or organization listed on the Cover Page of this Contract. C. County means Maricopa County, Arizona. D. Department means the Maricopa County Department of Public Health (MCDPH). E. Director means the Director of the Department. F. Funding Source means any Federal, State, or Private Agency funding source that may impose conditions on the funding that will be passed on to the Contractor. 3. GENERAL REQUIREMENTS A. The terms of this Contract shall be construed in accordance with Arizona law. Any lawsuit arising out of this Contract shall be brought in the appropriate court in Maricopa County, Arizona. B. The Contractor shall, without limitation, obtain and maintain all licenses, permits, and authority necessary to do business, render services, and perform work under this Contract, and shall comply with all laws regarding Unemployment Insurance, Disability Insurance, and Workers’ Compensation. C. The Contractor is an independent Contractor in the performance of work and the provision of services under this Contract and is not to be considered an officer, employee, or agent of the County. 4. AMENDMENTS All Amendments to this Contract shall be in writing and signed by the Parties. 5. ADEQUACY OF RECORDS If the Contractor's books, records, and other documents relevant to this Contract are not sufficient to support and document that allowable services were provided to eligible persons, the Contractor shall reimburse the County for the services not sufficiently supported and documented. 2 SECTION I GENERAL PROVISIONS 6. RETENTION OF RECORDS A. This provision applies to all financial and programmatic records, supporting documents, statistical records, and other records of the Contractor, which are reasonably considered as relevant to this Contract. B. The Contractor shall retain all financial books, records, and other documents relevant to this Contract for five (5) years after final payment or until after the resolution of any audit questions, which could take more than five (5) years, whichever is longer. The County, Federal, or State auditors, and any other persons duly authorized by the County, shall have full access to, and the right to examine, copy, and make use of any and all such materials. 7. ASSIGNMENT / SUBCONTRACTING No rights, liability, obligations, or duties under this Contract may be assigned, delegated, or subcontracted without the prior written approval of the County. 8. AUDIT DISALLOWANCES A. The Contractor shall, upon written demand therefore, reimburse the County for any payments made under this Contract that are disallowed by a Federal, State, or Maricopa County audit in the amount of the disallowance, as well as all expenses, court costs, and attorney fees the County incurs in connection with any legal action relating to such disallowance. B. If, at any time, the County determines that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance and the required course of action, which may be, at the option of the County, either to adjust any future claim submitted by the Contractor by the amount of the disallowance or to require repayment of the disallowed amount by the Contractor. 9. CONTRACT COMPLIANCE MONITORING The County shall monitor the Contractor's compliance with, and performance under, the terms and conditions of this Contract. Announced or unannounced on-site visits for Contract compliance monitoring may be made by the County and its grantor agencies at any time during the Contractor's normal business hours. During the visit, the Contractor shall make available for inspection and copying by the County, all records and accounts relating to the work performed or the services provided under this Contract, or for similar work and service provided under other grants and contracts. 10. AVAILABILITY OF FUNDS A. 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 the County for disbursement. The Director shall be the sole judge and authority in determining the availability of funds under this Contract and the County shall keep the Contractor fully informed as to the availability of funds. 3 SECTION I GENERAL PROVISIONS B. If any action is taken by any State Agency, Federal Department, or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under or in connection with this Contract, the County may amend, suspend, decrease, or terminate its obligations under or in connection with this Contract. In the event of termination, the County shall be liable for payment only for services rendered prior to the effective date of the termination, provided such services are performed in accordance with the provisions of this Contract. The County shall give at least ten (10) days prior written notice of the effective date of any suspension, amendment, or termination under this section. 11. CONTINGENCY RELATING TO OTHER CONTRACTS AND GRANTS A. The Contractor shall, during the term of this Contract, immediately inform the County in writing of the award of any other contract or grant where the award of such contract or grant may affect either the direct or indirect costs being paid or reimbursed under this Contract. Failure by the Contractor to notify the County of such award shall be considered a material breach of this Contract and the County shall have the right to terminate this Contract without liability. B. The County may request, and the Contractor shall provide within a reasonable time, a copy of any other contract or grant when, in the opinion of the Director, the award of the other contract or grant may affect the costs being paid or reimbursed under this Contract. C. If the County determines that the award to the Contractor of such other Federal or State contract or grant has affected the costs being paid or reimbursed under this Contract, the County shall prepare a Contract Amendment effecting a cost adjustment. If the Contractor protests the proposed cost adjustment, the protest shall be considered a dispute within the meaning of the "Disputes" clause contained herein. 12. NON-APPROPRIATION OF FUNDS Notwithstanding any other provision herein, this Contract may be terminated without liability if the Maricopa County Board of Supervisors does not appropriate sufficient monies for the purpose of maintaining this Contract. 13. DEFAULT The County may suspend, modify, or terminate this Contract immediately upon written notice to the Contractor in the event of a non-performance of stated objectives or other material breach of contractual obligations; or upon the happening of any event that may jeopardize the ability of the Contractor to perform any of its contractual obligations. 14. TERMINATION A. The County or the Contractor may terminate this Contract at any time with at least thirty (30) days prior written notice to the other Party. Such notice shall be given by personal delivery or by Registered or Certified Mail, postage prepaid and return receipt requested. B. This Contract may be terminated by mutual written agreement of the Parties 4 SECTION I GENERAL PROVISIONS specifying the termination date therein. C. The County may terminate this Contract upon twenty-four (24) hours notice when the County deems the health or welfare of any person is endangered or the Contractor’s non-compliance jeopardizes funding source financial participation. If not terminated by one of the methods stated above, this Contract shall terminate on the expiration date of this Contract as stated on the Cover Page. 15. TERMINATION FOR BREACH If either Party defaults under this Contract and the default continues for more than ten (10) days after the effective date of the other Party’s written notice stating the specific nature of the default, then the noticing Party may treat the default as a breach of this Contract. Upon a breach, the aggrieved Party may exercise any remedy available under the law, including the termination of this Contract. 16. SEVERABILITY Any provision of this Contract that is determined by a court of competent jurisdiction to be invalid, void, or illegal shall not affect, impair, or invalidate any other provision hereof, and the remaining provisions shall remain in full force and effect. 17. STRICT COMPLIANCE Acceptance by the County of performance not in strict compliance with the terms of this Contract shall not be construed as a waiver of the requirement of strict compliance for all future performance obligations. All changes in performance obligations under this Contract shall be in writing. 18. NON-LIABILITY The County and its officers and employees shall not be liable for any act or omission by the Contractor or any subcontractor, employee, officer, agent, or representative of the Contractor or subcontractors that occurs during the performance of this Contract, nor shall they be liable for any purchases, debts, or agreements made by the Contractor in anticipation of funding hereunder. 19. INDEMNITY A. 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 (as Owner), 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. B. 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 5 SECTION I GENERAL PROVISIONS 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 liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. C. 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. D. The scope of this indemnification does not extend to the sole negligence of COUNTY. 20. COVENANT AGAINST CONTINGENT FEES The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee. For breach or violation of this warranty, the County may terminate this Contract without liability. 21. SAFEGUARDING CLIENT INFORMATION The use or disclosure by any Party of any information concerning an eligible person served under this Contract is directly limited to the performance of this Contract. 22. RIGHTS IN DATA The Parties shall have the use of data and reports resulting from this Contract without cost or other restriction, except as may otherwise be provided herein or by law or applicable regulation. Each Party shall supply to the other Party, upon request, any available information known to the supplying Party that is relevant to this Contract and to the performance hereunder. 23. NON-DISCRIMINATION The Contractor, in connection with any service or other activity under this Contract, shall not in any way discriminate against any person on the grounds of race, color, religion, sex, national origin, age, or disability. The Contractor shall include a clause to this effect in all Subcontracts inuring to the benefit of the Contractor or the County. 24. EQUAL EMPLOYMENT OPPORTUNITY The Contractor shall not discriminate against any employee or applicant for employment because of race, age, disability, color, religion, sex, or national origin. The Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, age, disability, color, religion, sex, or national origin. Such action shall include, but is not limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, lay- off or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Contractor shall, to the extent such provisions apply, 6 SECTION I GENERAL PROVISIONS comply with Titles VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et seq.); the Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); the Age Discrimination in Employment Act of 1967, as amended (29 U.S.C. §§ 621, et seq.); the Immigration Reform and Control Act of 1986 (Pub. L. No. 99-603) (“IRCA”); and Arizona Executive Order 2009-09, which mandates that all persons shall have equal access to employment opportunities. The Contractor shall also comply with all applicable provisions of the Americans with Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.). 25. RIGHT OF PARTIAL CANCELLATION If more than one activity is funded by this Contract, the County reserves the right to terminate this Contract or any part thereof based on the Contractor's failure to perform any part of this Contract without impairing, invalidating, or canceling the remaining Work Statement obligations. 26. RIGHT TO EXTEND CONTRACT Subject to the availability of funds and acceptable Contractor performance, the Contractor hereby acknowledges and agrees that the County shall have the right to extend this Contract for additional one-year periods, not to exceed a total extended term of five (5) years, except that the cost will be subject to renegotiation. Any extension of this Contract shall be in a writing mutually acceptable to the Department and the Contractor and signed by both Parties. 27. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION A. The undersigned (an authorized official signing for the Contractor) certifies to the best of his or her knowledge and belief, that the Contractor, defined as the primary participant in accordance with 45 CFR Part 76, and its principals: 1) are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal Department or agency; 2) have not, within the 3-year period preceding this Contract, been convicted of or had a civil judgment rendered against them for the 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; or violated any Federal or State antitrust statues; or committed embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 3) are not presently indicted or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with the commission of any of the offenses enumerated in paragraph (2) of this certification; and 4) have not, within the 3-year period preceding this Contract, had one or more public transactions (Federal, State, or local) terminated for cause of or default. 7 SECTION I GENERAL PROVISIONS B. If the Contractor is not able to provide this certification, an explanation as to why shall be attached to this Contact. C. The Contractor shall 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. 28. E-VERIFICATION OF EMPLOYEES The Contractor warrants that it is in compliance with A.R.S. § 41-4401 and further acknowledges: A. That the Contractor and its subcontractors, if any, warrant their compliance with all federal immigration laws and regulations that relate to their employees and their compliance with A.R.S. § 23-214, subsection A: after December 31, 2007, every employer, after hiring an employee, shall verify the employment eligibility of the employee through the e-verify program and shall keep a record of the verification for the duration of the employee's employment or at least three years, whichever is longer.; B. That a breach of a warranty under subsection A above shall be deemed a material breach of this Contract that entitles the County to, among other things, terminate this Contract without liability; C. That the County retains the right to inspect the papers of the Contractor and any subcontractor employee who works on this Contract to ensure that the Contractor and all subcontractors are complying with the warranty provided under subsection A above, and that the Contractor shall make all papers and employment records of said employee(s) available during normal working hours in order to facilitate such an inspection. D. That nothing herein shall make the Contractor or any subcontractor an agent or employee of the County. 8 SECTION II SPECIAL PROVISIONS 1. MEDIATION/ARBITRATION In the event that any dispute arises out of this Contract or involves a recipient of services under the terms of this Contract, the Parties shall meet and confer in an effort to resolve the dispute. In the event that such efforts to resolve the dispute are unsuccessful, the Parties shall resolve the dispute by arbitration pursuant to A.R.S. § 12-1518(A). 2. CHANGES A. The Director may, at any time, by written order, make changes within the scope of this Contract in any one or more of the following areas: 1). Work Statement activities reflecting changes in the scope of services, Funding Source, or County regulations, policies, or requirements. 2). Administrative requirements, such as changes in reporting periods, frequency of reports, or report formats required by funding source, or County regulations, policies, or requirements. 3). Contractor reimbursement schedules and program budgets B. The Director shall not increase or decrease the maximum reimbursable amount to be paid the Contractor without an official amendment to this Contract. Additionally, the Director shall not direct substantive changes in services to be rendered by the Contractor. C. Any dispute or disagreement caused by such written order shall constitute a "Dispute" within the meaning of the Disputes Clause of the Special Provisions of this Contract and shall be administered accordingly. 3. SPECIAL REQUIREMENTS A. If the use of subcontractors is approved by County, the Contractor shall use written subcontracts or consultant agreements that conform to Federal and State laws and regulations, and to the requirements of this Contract appropriate to the service or activity covered by the subcontract. These provisions apply with equal force to the subcontract as if the subcontractor were the Contractor referenced herein. The Contractor is responsible for performing under this Contract whether or not Subcontractors are used. The Contractor shall submit a copy of each Subcontract to the County within fifteen (15) days of its effective date. B. The Contractor shall include in any subcontracts a provision to the effect that the subcontractor agrees that the County shall have access to the subcontractor’s facilities and the right to examine any books, documents, and records of the subcontractor, involving transactions related to the subcontract and that such books, documents, and records shall not be disposed of except as provided herein. 4. INSURANCE A. CONTRACTOR, at CONTRACTOR'S own expense, shall purchase and maintain 9 SECTION II SPECIAL PROVISIONS 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. B. 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. C. CONTRACTOR’S insurance shall be primary insurance as respects COUNTY, and any insurance or self-insurance maintained by COUNTY shall not contribute to it. D. Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect coverage afforded under the insurance policies to protect COUNTY. E. The insurance policies may provide coverage which 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. F. COUNTY reserves the right to request and to receive, within 10 working days, certified copies of any or all of the herein required insurance policies and/or endorsements. COUNTY shall not be obligated, however, to review such policies and/or endorsements or to advise CONTRACTOR of any deficiencies in such policies and endorsements, and such receipt shall not relieve CONTRACTOR from, or be deemed a waiver of COUNTY’S right to insist on strict fulfillment of CONTRACTOR’S obligations under this Contract. G. The insurance policies required by this Contract, except Workers’ Compensation, shall name COUNTY, its agents, representatives, officers, directors, officials and employees as Additional Insureds. H. The policies required hereunder, except Workers’ Compensation, 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. I. Commercial General Liability. (1) CONTRACTOR shall maintain Commercial General Liability Insurance (CGL) and, if necessary, Commercial Umbrella Insurance with a limit of not less than $2,000,000 for each occurrence with a $2,000,000 10 SECTION II SPECIAL PROVISIONS Products/Completed Operations Aggregate and a $4,000,000 General Aggregate Limit. The policy shall include coverage for bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage including, but not limited to, the liability assumed under the indemnification provisions of this Contract which coverage will be at least as broad as Insurance Service Office, Inc. Policy Form CG 00 01 10 93 or any replacements thereof. There shall be no endorsement or modification of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. (2) The policy shall contain a severability of interest provision, and shall not contain a sunset provision or commutation clause, or any provision which would serve to limit third party action over claims. (3) The CGL and the commercial umbrella coverage, if any, additional insured endorsement shall be at least as broad as the Insurance Service Office, Inc.’s Additional Insured, Form CG 20 10 10 01, and shall include coverage for CONTRACTOR’S operations and products. J. Automobile Liability. CONTRACTOR shall maintain Automobile Liability Insurance and, if necessary, Commercial Umbrella Insurance with a combined single limit for bodily injury and property damage of no less than $2,000,000, each occurrence, with respect to CONTRACTOR’S vehicles (including owned, hired, non-owned), assigned to or used in the performance of this Contract. If hazardous substances, materials, or wastes are to be transported, MCS 90 endorsement shall be included and $5,000,000 per accident limits for bodily injury and property damage shall apply. K. Workers’ Compensation. CONTRACTOR shall carry Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of CONTRACTOR’S employees engaged in the performance of the work or services, as well as 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. L. CONTRACTOR waives all rights against COUNTY 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 CONTRACTOR pursuant to this agreement. M. In case any work is subcontracted, CONTRACTOR will require the Subcontractor to provide Workers’ Compensation and Employer’s Liability insurance to at least the same extent as required of CONTRACTOR. N. Errors and Omissions/Professional Liability Insurance Errors and Omissions/Professional Liability insurance and, if necessary, Commercial Umbrella insurance, which will insure and provide coverage for errors or omissions of the CONTRACTOR, with limits of no less than $1,000,000 for each claim. 11 SECTION II SPECIAL PROVISIONS O. CERTIFICATES OF INSURANCE (1) Prior to commencing work or services under this Contract, CONTRACTOR shall furnish COUNTY with Certificates of Insurance in a form acceptable to COUNTY, or formal endorsements as required by the Contract, 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. (2) In the event any insurance policy(ies) required by this contract is(are) written on a “claims made” basis, coverage shall extend for two years past completion and acceptance of CONTRACTOR’S work or services and as evidenced by annual Certificates of Insurance. (3) If a policy does expire during the life of the Contract, a renewal certificate must be sent to COUNTY fifteen (15) days prior to the expiration date. 5. STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST Notice is given that pursuant to A.R.S. § 38-511, the County may cancel this Contract without penalty or further obligation within three years after execution of this Contract, if any person significantly involved in initiating, negotiating, securing, drafting, or creating this Contract on behalf of the County is at any time while this Contract or any extension of this Contract is in effect, an employee or agent of any other Party to this Contract in any capacity or consultant to any other Party of this Contract with respect to the subject matter of this 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 this Contract on behalf of the County from any other Party to this Contract arising as the result of this Contract. This Contract may be cancelled pursuant to A.R.S. § 38-511. 6. LAWS, RULES, AND REGULATIONS The Contractor and the County understand and agree that this Contract is subject to all applicable State and Federal laws, rules, and regulations. A. Neither this Contract, nor any portion thereof, may be assigned to another person by the Department without the written consent of the Contractor’s designated representative. Any attempt by the Department to assign any portion of this Contract without the written consent of the Contractor shall constitute a breach of this Contract. B. No assignment shall alter the Department’s responsibility to the Contractor to assure that all of the provisions under this Contract are carried out by its assignee. All terms and conditions in this Contract shall be included in the Department’s assignments. 12 SECTION III WORK STATEMENT A. Scope of Work This agreement will establish a program operated by TAPI to coordinate billing for public health clinics so that counties and Maricopa County Department of Public Health can be compensated for services to health plan members. TAPI will ensure that the health plans have claims data records for their clients. Maricopa County Department of Public Health will receive payment for appropriately billed services (administration fee and/or vaccines) for services provided to privately insured clients as well as clients listed to be on the Arizona State Medicaid Program Arizona health Care Cost Containment System (AHCCCS). B. Contractor Will 1. Coordinate contracts for public health services billing with each commercial health plan. 2. Coordinate process for reimbursement for commercial health plan patients. 3. Communicate with Arizona Department of Health Services (ADHS), Vaccine for Children(VFC), and Arizona State Immunization Information System (ASIIS) to ensure necessary financial collaboration. 4. TAPI agrees to use safe guards to ensure data is Health Insurance Portability and Accountability Act (HIPAA) compliant and patient data protected. 5. TAPI will make available support equipment recommendations based on industry standards. 6. TAPI will offer education services on claims processed for Maricopa County Department of Public Health Immunization Clinics when requested. 7. TAPI will offer general immunization education and updates to Maricopa County Department of Public Health staff as needed and requested. 8. TAPI will conduct six (6) yearly open forum meetings updating key public and private stakeholders about the public health billing process. 9. For the billing process TAPI will: i. Process Claims on behalf of Maricopa County Department of Public Health ii. Communicate information for each individual health plan iii. Receive payment for submitted claims iv. Reimburse Maricopa County Department of Public Health for a portion of the claims payments received 13 SECTION III WORK STATEMENT 10. TAPI will pursue developing a billing system for other Maricopa County Public Health services in addition to billing for immunizations. C. Maricopa County Department of Public Health Will: 1. Use a standard billing encounter form which conforms to regulatory billing requirements. 2. All immunization billing and demographic records of the health plan members will be sent to TAPI for processing using electronic submission of claims to health plans for payment, unless paper HCFA 1500s are required by the payer. 3. Train staff to verify insurance at the clinics using online real time insurance eligibility tool provided by TAPI. This will assist the Clinics to provide private vs. VFC vaccine at the point of service. 4. Provide TAPI the cost per dose of all vaccines to be billed, to ensure accuracy for the payment calculation. 14 SECTION IV COMPENSATION 1. COMPENSATION BILLING A. TAPI will receive 40% of the claims paid for administrative fees; as well as 40% of claims paid for vaccine reimbursement above Maricopa County Department of Public Health's cost of vaccines. Over time the payment methodology will be revised, once sufficient volumes of private vaccine billing are available to enable an accurate vaccine revenue and expense projection to ensure that both TAPI and Maricopa County Department of Public Health's costs are covered. All changes in percentage will be done through an amendment to this contract in writing and signed by both parties. EDUCATION / OUTREACH B. TAPI will submit invoices no more than 20 days after the scheduled education/outreach took place. Each invoice must include (or documentation attached) a log of the type of education/outreach provided, how many individuals obtained the education/outreach, and an itemized list of expenditures being billed for. 2. METHOD OF PAYMENT A. TAPI will pay MCDPH on the 15th day of each month. 3. NOTICE Any notice given under this Agreement shall be sent to the attention of the following: CONTRACTOR: Maricopa County Dept. Public Health: The Arizona Partnership for Grants/Contracts Unit Immunization Attn: Grants Administrator Attn: Jennifer Tinney 4041 N. Central Avenue, Suite 1400 700 E Jefferson Street, Suite 100 Phoenix, Arizona 85012 Phoenix, Arizona 85034 (602) 372-0675 (602) 288-7567 15