COMPLETE_WITH_DOCUSIGN_AGREEMENT_BETWEEN_HUS.PDF
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AGREEMENT
Between
MARICOPA COUNTY AND HUSHABYE NURSERY
This Agreement for Collaborative Reach-In Care Coordination is entered into between HUSHABYE NURSERY
(“HN”) and MARICOPA COUNTY (“COUNTY”) to be administered by its DEPARTMENT OF
CORRECTIONAL HEALTH SERVICES (“CHS”).
I.
PURPOSE:
The County and HN desire to enter into an Agreement to identify and address Collaborative Reach-In Care
Coordination. The purpose of this Agreement is to establish a program to Collaborative Reach-In Care
Coordination for incarcerated patients transitioning to the community.
II.
DEFINITIONS:
As used throughout this Agreement, the following terms shall have the meanings set forth below:
A.
Agreement means this document and all attachments and amendments hereto.
B.
County means Maricopa County.
C.
CHS means the Department of Correctional Health Services.
D.
Criminal Justice Information refers to any confidential information collected by criminal justice
agencies on individuals consisting of identifiable descriptions and notations of arrests, detentions,
indictments, information, or other formal criminal charges, and any disposition arising therefrom,
as well as confidential pre-booking or booking personal identifiable information, including date of
birth, social security number, age, demographic information, projected release dates and release
date information as defined in 5.U.S.C. § 552 and 5 U.S.C. § 552a.
E.
Director means the Director of CHS.
F.
Medical Director means the Medical Director of CHS.
G.
Authorized Use means Protected Health Information (“PHI”) provided by CHS to HN that shall
be used and/or disclosed only as authorized by law including, but not limited to the treatment of
individuals identified as homeless as needed in order to reduce recidivism. Except when otherwise
required by law, disclosures of PHI pursuant to this Agreement are subject to a minimum
necessary determination by CHS (45 CFR § 164.502(b)). When reasonable to do so, CHS may
rely upon the representations of HN as to what information is the minimum necessary for their
lawful purpose (45 CFR § 164.514(d) (3) (iii)). Information regarding substance use or abuse shall
not be disclosed without the express written authorization of the individual.
H.
HIPAA refers collectively to the Health Insurance Portability and Accountability Act of 1996,
codified at 42 U.S.C. § 1320d et seq., and the Health Information Technology for Economic and
Clinical Health Act, enacted as Title XIII of the American Recovery and Reinvestment Act of
2009, codified at 42 U.S.C. § 17921 et seq., and any current and future regulations promulgated
thereunder, including but not limited to 45 C.F.R. Parts 160 and 164.
I.
Electronic Health Record (“EHR”) refers to the EHR software system licensed by the County
and maintained by CHS.
J.
PHI shall have the same meaning as defined under HIPAA and includes any information about
health status, provision of health care or any individually identifiable information including Social
Security Number, Age, Sex, Date of Birth, Patient Identification Number, Medical Record
Documentation either paper or electronic, diagnosis, procedural information and any other
information directly linked and identifiable to a specific individual under the care, safety and
medical supervision of CHS
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III.
COLLABORATIVE REACH-IN CARE COORDINATION:
A.
Background: CHS enhances community safety by working in a collaborative partnership with
HN for collaborative reach-in care coordination. HN is an innovative, trauma-informed model that
offers a safe & inclusive space where, from conception through childhood, pregnant and parenting
people with substance use disorder (“SUD”), their babies and their family can receive integrative
care and therapeutic support. It is the nation’s first room-in facility that keeps parents and babies
together post-delivery, while offering support groups, developmental education, outpatient
therapies, peer supports, case management, advocacy and service navigation.
B.
“Reach-in” Care Coordination: To facilitate the transition of members transitioning out of jails
and back into our community, collaboration between CHS and HN is critical to reentry activities.
Upon receipt of referrals from CHS, HN will collaborate with CHS to connect pregnant women
with SUD to treatment resources. HN will work with offenders to identify pregnancy needs along
with resources and SUD treatment. HN is a leading partner in the Maricopa Safe, Healthy Infants
and Families Thrive (“SHIFT”) Collaborative, which gives the patients access to a continuum of
care for pregnant women struggling with substance abuse. Upon release, patients would enter the
SHIFT Collaborative, through a HN/CHS referral.
C.
Data Sharing and Coordination: HN and CHS will partner to accomplish the following:
1.
Communicate timely data necessary for coordination of care in conformance with all
applicable administrative orders, state laws and regulations, 42 CFR Part 2, and Health
Insurance Portability and Accountability Act (HIPAA) requirements that permit the
sharing of written, verbal, and electronic information.
2.
Use data sharing agreements and administrative orders that permit the sharing of written,
verbal, and electronic information at the time of admission into the facility and at the time
of discharge.
D.
Protocols:
1.
CHS will provide referrals to HN by triaging community transition needs with
individuals and scheduling community resources appointments such as Medication-
Assisted Treatment (“MAT”), residential, and Intensive Outpatient (“IOP”).
2.
HN will complete face-to-face and video visits with in-custody individuals to assess
needs, build rapport, provide resource education and develop a plan to link the individual
to SUD/Opioid Use Disorders (“OUD”)/MAT treatment and additional resources and
services upon release.
3.
HN will provide updates regarding release planning to the CHS staff following visits.
CHS will document the plan in the patient’s EHR and place any needed information in
the patient’s property.
E.
Communication and Problem Resolving:
1.
CHS and HN will have monthly meetings to build and strengthen relationship and
address any problems or conflicts. Additionally, HN will identify and extend invitations
to CHS, to meetings appropriate for CHS participation.
2.
Meetings shall include opportunities for agency cross-training and for identifying,
communicating, and resolving problems to increase understanding and knowledge of
each other's mission, goals and how, through agency collaboration, members are
provided identified services to improve their health and well-being and reduce
recidivism.
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3.
HN and CHS will work together to ensure processes from both agencies are being
practiced. On-going improvement efforts will focus on reducing redundancies and
providing timely, accurate and relevant information to coordinate services and evaluate
outcomes of those services.
4.
HN and CHS will identify key staff who have the authority to assist with disputes and
find resolutions based on the agreements and best interest of the populations jointly
served. If necessary, this may include the HN Director of Community Programs and the
CHS Mental Health Director. Meetings shall include opportunities to report identified
gaps and discuss and act on resolutions.
F.
Joint Training Needs: HN and its contracted providers and CHS will provide cross training
opportunities as mutually agreeable needs are identified.
IV.
SPECIAL TERMS AND CONDITIONS:
A.
TERM OF AGREEMENT: This Agreement shall begin upon approval by the Maricopa County
Board of Supervisors and shall terminate one year thereafter unless otherwise terminated or
amended as provided herein. By mutual written amendment executed by the Parties’ authorized
representatives, this Agreement may be extended for supplemental periods of twelve (12) months,
up to maximum of forty-eight (48) months.
B.
TERMINATION: This Agreement may be terminated by either party with prior written notice to
the other party. Such Notice of Termination by HN shall be effective thirty (30) calendar days
after mailing by certified mail, return receipt requested, to CHS. CHS may terminate this
Agreement, in whole or in part, immediately upon providing either written or verbal notice to HN
when CHS deems the health or welfare of a patient is endangered. Either party may terminate this
Agreement immediately upon providing written or verbal notice when it deems that performance
would be in violation of the law or order of a court of law. For any other cause, CHS may
terminate this Agreement upon thirty (30) calendar days after mailing by certified mail, return
receipt requested, to HN.
C.
AMENDMENTS: Any changes to this Agreement shall be in writing and signed by both parties.
D.
HN & CHS’ RESPONSIBILITIES: HN and CHS shall operate in a professional manner that
conforms to all local, state, and federal codes and rules and within the standard of practice for the
scope of each of the parties’ responsibilities. HN and CHS shall comply with all federal, state,
and local laws, ordinances, rules, and regulations applicable to each party’s performance under
this Agreement. There are no financial responsibilities assigned by this Agreement; the Agreement
is intended to allow HN and CHS to work together to better address the needs of the community.
E.
ONBOARDING: CHS requires the HN’s staff to use the most updated version of the Onboarding
Packet, available online at the following link:
https://www.maricopa.gov/DocumentCenter/View/76039/Onboarding-Packet. HN’s staff must
complete the Onboarding Packet and provide all required supporting documentation. HN must
submit the completed Onboarding Packet with required supporting documentation to CHS via
email: CHSOnboard@maricopa.gov. HN staff shall remain in compliance with the requirements
as detailed in the Onboarding Packet. Prior to working onsite, HN is responsible for ensure their
staff review the Contractor Information Packet; available online at the following link:
https://www.maricopa.gov/DocumentCenter/View/76559/Contractor-Information-Packet
F.
EHR COMPLIANCE MONITORING: CHS shall conduct periodic quality assurance audits to
determine HN’s proper access and utilization of its EHR system to monitor respective compliance
with, and performance under, the terms and conditions of this Agreement.
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G.
RETENTION OF RECORDS: HN and CHS shall maintain records and other relevant
documents to this Agreement for five (5) years following the termination or expiration of the
Agreement; provided however, if any audit questions are unresolved at the end of that five (5) year
period, all records and documents relating to such audit questions shall be maintained until those
audit questions are resolved.
H.
NON-DISCRIMINATION: To the extent applicable, HN, in accordance with A.R.S. § 41-1461,
et seq., shall provide equal employment opportunities for all persons, regardless of race, color,
creed, religion, sex, age, national origin, disability or political affiliation. HN shall comply with
the Americans with Disabilities Act.
I.
EMPLOYMENT VERIFICATION: To the extent applicable, the parties shall comply with
A.R.S. § 41-4401, all Federal immigration laws and regulations relating to employees, including
compliance with A.R.S. § 23-214, Subsection A.
J.
GOVERNING LAWS: This Agreement shall be governed by the laws of the State of Arizona.
Any litigation arising from the Agreement, or the performance thereof will be decided in the
federal or state courts of Maricopa County unless otherwise agreed to between the Parties.
K.
INDEMNIFICATION: To the fullest extent permitted by law, each party shall defend,
indemnify, and hold harmless the other party, its agents, representatives, officers, directors,
officials, and employees for, from and against all claims, damages, losses and expenses, including,
but not limited to, attorneys’ fees, court costs, expert witness fees, and the cost of appellate
proceedings, relating to, arising out of, or alleged to have resulted from the negligent acts, errors,
omissions or mistakes relating to the performance of this Agreement. Each party’s duty to defend,
indemnify and hold harmless the other party, its agents, representatives, officers, directors,
officials, and employees shall arise in connection with any claim, damage, loss or expense that is
attributable to bodily injury, sickness, disease, death, or injury to, impairment, or destruction of
property, including loss of use resulting therefrom, caused by any negligent acts, errors, omissions
or mistakes in the party’s performance of this Agreement including any person for whose acts,
errors, omissions or mistakes a party may be legally liable.
L.
INSURANCE
1.
General Requirements:
HN, at its own expense, shall purchase and maintain the insurance specified in this
Agreement from companies licensed in the State of Arizona with a minimum AM Best,
Inc. rating of B++. Alternatively, insurance may be obtained from companies authorized
to operate in Arizona, subject to County approval. The form of all insurance policies and
endorsements must be acceptable to the County.
All required insurance must remain in full force and effect until the completion and
formal acceptance of all work or services under this Agreement. Failure to maintain
insurance as specified may constitute a material breach, at the County's sole discretion.
If the required insurance is written on a claims-made basis, HN warrants that the
retroactive date will precede the effective date of this Agreement. Continuous coverage
must be maintained, or an extended discovery period must be exercised for at least two
years following the completion of services. HN’s insurance shall be primary, and any
County insurance or self-insurance will not contribute to HN’s coverage.
For an additional annual premium of $3,250 (pro-rated based on the effective date of the
change), the following modifications can be applied:
Abuse limits increased to $1,000,000 per occurrence / $2,000,000 aggregate (subject
to RDI for limits in excess of $500,000/$500,000).
Products/Completed Operations Aggregate increased from $1,000,000 to
$3,000,000.
Removal of E419 (exclusion for correctional work) and replaced with the exclusions
outlined below.
Exclusion:
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In consideration of the premium charged and on the understanding that all other terms,
conditions, and exclusions remain unchanged, this policy will not apply to, and no sums
will be paid for claims, damages, or any related expenses arising from:
1. Services or operations performed in any hospital or skilled nursing facility.
2. The diagnosis, treatment, or failure to diagnose or treat any illness or disease of a
client or patient residing in a correctional facility.
2.
Policy Terms:
Failure to comply with the claims reporting provisions of any insurance policy or breach
of a policy warranty will not impact the County's right to coverage. Policies may include
deductibles or self-insured retentions; however, these will not apply to the County’s
coverage. HN is solely responsible for such deductibles and retentions. The County may
require HN to secure these obligations via a surety bond or irrevocable letter of credit.
Policies, except for Workers’ Compensation and Errors and Omissions, shall:
Name the Maricopa County as an Additional Insured (AI) for Professional Liability
(PL), General Liability (GL), and Abuse coverage
Include Waiver of Subrogation (WOS) and Primary Non-Contributory (PNC) status
for General Liability (GL) only.
Where applicable, Commercial Umbrella Insurance policies may be used to meet
minimum limits, provided certificates clearly indicate which coverage lines are included.
3.
Minimum Coverage Requirements:
a.
Commercial General Liability (CGL):
CGL insurance, including Commercial Umbrella coverage if necessary, with the
following limits:
$1,000,000 per occurrence
$3,000,000 Products/Completed Operations Aggregate
$3,000,000 General Aggregate
Coverage must include premises liability, bodily injury, broad form property
damage, personal injury, products and completed operations, and blanket
contractual liability. The policy shall not exclude third-party claims for
explosion, collapse, or underground property damage.
b.
Workers’ Compensation and Employer’s Liability:
Workers’ Compensation insurance as required by federal and state law.
Employer’s Liability insurance with limits of:
o
$1,000,000 per accident
o
$1,000,000 per employee (disease)
o
$1,000,000 policy limit (disease)
HN, its subcontractors, and sub-subcontractors waive all rights against the
County for damages covered by these policies.
c.
Professional Liability:
Professional Liability insurance covering all work or services under this
Agreement, with limits of:
$1,000,000 per claim
$3,000,000 aggregate
d.
Sexual Molestation and Physical Abuse:
Coverage for sexual molestation and physical abuse with limits of:
$1,000,000 per occurrence
$2,000,000 aggregate
This coverage may be included under General Liability or Professional Liability
policies or provided as a separate endorsement. Certificates of Insurance must
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state: “Sexual molestation and physical abuse coverage is included.”
e.
Cyber, Network Security, and Privacy Liability:
Coverage with limits of:
$3,000,000 per occurrence for an annual premium of $6,050 (with a $5,000
retention).
Excess coverage of $2,000,000 above the $3,000,000 limit is anticipated at
an additional $4,000 premium.
The policy must include:
Data breaches, unauthorized access/use, and ID theft
Privacy violations across all media
Crisis management, breach notification, and credit monitoring
Regulatory defense, fines, and penalties
Cyber extortion, data restoration, and network business interruption
Computer fraud, fund transfer loss, and third-party fidelity
At-Bay will require the higher limits warranty (attached). Additional
confirmation on changes and requirements is forthcoming.
4.
Certificates of Insurance:
Before executing the Agreement, HN shall provide valid certificates of insurance or
formal endorsements demonstrating compliance with coverage, conditions, and limits.
Certificates must reference the contract number and title and list the County as an
additional insured/certificate holder:
Maricopa County
c/o Risk Management
301 W Jefferson St., Suite 910
Phoenix, AZ 85003
Certificates must confirm two years of coverage past completion if policies are claims-
made. Renewal certificates must be provided 15 calendar days before expiration during
the Agreement's term.
5.
Cancellation and Notice:
All required policies shall not expire, be suspended, canceled, or materially changed
without 30 calendar days' written notice to the County. If HN receives notice of such
changes, they must notify the County within two business days. Notices must be sent to:
Maricopa County Office of Procurement Services
301 W Jefferson St., Suite 700
Phoenix, AZ 85003
M.
EMPLOYMENT: Parties acknowledge that under this Agreement no employee or participant of
HN is to be considered a County employee, and that no rights of County merit, County retirement,
or County personnel rules shall accrue to such individual. HN shall have total responsibility for all
salaries, wages, bonuses, retirement, withholdings, workman's compensation, occupational disease
compensation, unemployment compensation, other employee benefits, and all taxes and premiums
appurtenant thereto concerning such individuals and shall save and hold County and CHS
harmless with respect thereto.
N.
NON-JOINT VENTURE: This Agreement is not intended to constitute, create, give rise to, or
otherwise recognize a joint venture Agreement, partnership or other formal business association or
organization of any kind, and the right and obligations of the Parties shall be only those expressly
set forth in this Agreement.
O.
CONFLICTS OF INTEREST: This Agreement is subject to the provisions of A.R.S. § 38-511.
P.
ARBITRATION: To the extent applicable, the parties, in accordance with A.R.S. §12-1518,
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agree to resolve all disputes arising out of or relating to this Agreement through arbitration, after
exhausting applicable administrative review except as may be required by other applicable
statutes. This provision does not apply to provider claims disputes or member appeals regarding
covered services provided by HN.
Q.
PUBLIC RECORDS: Notwithstanding any other provision of this Agreement to the contrary,
CHS is subject to A.R.S. 39-121 through 39-128 regarding public records. Any provision
regarding confidentiality is limited to the extent necessary to comply with the provisions of
Arizona law. The parties acknowledge that HN is not a public agency subject to public records
laws but is a private corporation.
R.
CONFIDENTIALITY OF RECORDS:
1.
Neither party shall use or disclose any PHI received from the other in any manner that
would constitute a violation of this Agreement or federal or state law. Each party shall
take reasonable measures to ensure that its directors, officers, employees, vendors,
contractors, and agents use or disclose PHI received from the other party in accordance
with the provisions of this Agreement and federal and state law. Each party shall
implement all appropriate safeguards reasonably necessary to maintain the confidentiality
of the information accessed through the EHR system.
2.
Information pertaining to substance abuse will only be shared upon obtaining a release of
information from the individual in compliance with 42 CFR Part 2.
3.
Before each of the Parties’ Authorized Users may have access to the other party’s EHR
application system, Authorized Users will be required to read and agree to the terms of
the respective party’s user/confidentiality Agreement. The parties shall work
cooperatively to fulfill this requirement and return copies of the executed Agreements, as
necessary.
4.
HN and its Authorized Users may be provided with Criminal Justice Information via the
EHR system by CHS for the sole purpose of safely and securely providing and/or
coordinating treatment and/or healthcare services to patients incarcerated in the Maricopa
County Jail. HN shall not use or disclose Criminal Justice Information for any other
purpose and will treat all Criminal Justice Information as confidential as required by state
and federal laws at all times and take reasonable measures to maintain the security and
confidentiality of such information. HN shall instruct its staff concerning the confidential
nature of Criminal Justice Information and the applicable prohibitions against its use and
disclosure.
5.
Reporting of Unauthorized Use or Disclosure of PHI: CHS and HN shall, within
twenty-four (24) hours of becoming aware or has reason to believe of an unauthorized
use or disclosure of PHI by either organization; or any of its Authorized Users, officers,
directors, employees, vendors, contractors, agents or by a third party. Such notice shall be
made to the following:
MARICOPA COUNTY
CORRECTIONAL HEALTH SERVICES (CHS)
Attn: BIT Team
Title: Unauthorized use or Disclosure of PHI
Address: 234 N Central Avenue, Suite 5350
City, State Zip: Phoenix, AZ 85004
Phone: (602) 506-0897
Emails: CHSHIMTEAM@Maricopa.gov and CHSBIT@Maricopa.gov
HUSHABYE NURSERY
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Attn: Tara Sundem
Title: Executive Director
Facility Address: 3003 E. McDowell Road
City, State Zip: Phoenix, Arizona 85008
Phone: (480)628-7500
Email: Tara.sundem@hushabyenursery.org
S.
ASSIGNMENT, DELEGATION AND EXECUTION:
1.
Neither party may assign this Agreement without the express, written, prior consent of
both parties, which shall not be unreasonably withheld or delayed.
2.
This Agreement does not imply authority to perform any tasks or accept responsibility.
3.
Sections and other headings contained in this Agreement are for reference purposes and
shall not affect in any way the meaning or interpretation of this Agreement.
4.
This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute the same instrument. Faxed,
copied, and scanned signatures are acceptable as original signatures.
5.
This Agreement contains the entire understanding of the parties hereto with respect to the
matters covered, and it supersedes all proposals, oral or written, and all other documents
or communications between the parties relative to the subject matter herein covered,
unless such documents or communications are specifically included by reference.
6.
All notices under this Agreement given by either party to the other shall be in
writing and shall be delivered in person or sent by U.S. Postal Service, postage prepaid
and addressed to the following individuals:
MARICOPA COUNTY
CORRECTIONAL HEALTH SERVICES (CHS)
Attn: Lisa Struble
Title: CHS Department Director
Address: 234 N. Central Avenue, Suite 5000
City, State Zip: Phoenix, AZ 85004
Phone: (602) 350-1745
Email: Lisa.Struble@maricopa.gov
HUSHABYE NURSERY
Attn: Tara Sundem
Title: Executive Director
Facility Address: 3003 E. McDowell Road
City, State Zip: Phoenix, Arizona 85008
Phone: (480)628-7500
Email: tara.sundem@hushabyenursery.org
7.
Prior to or simultaneously with the execution of this Agreement, HN shall provide CHS
with proof, satisfactory to the County Attorney, that the individual executing this
Agreement on behalf of HN is legally authorized to bind HN.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the respective
dates written below.
HUSHABYE NURSERY
MARICOPA COUNTY
Authorized Individual:
BOARD OF SUPERVISORS
By:
By:
Name: ________________________
Name:
Title: _________________________
Title: Chairman, Board of Supervisors
Date:
Date:
ATTEST:
By:
Name: _____________________________
Title: Clerk of the Board
Date:
APPROVED AS TO FORM:
By:
Name:
Title: Deputy County Attorney
Date:
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Tara Sundem
Exexcutive Director
5/6/2025
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Davina Bressler
5/6/2025