BANNER UNIVERSITY HEALTH PLANS (BUHP) MOU.PDF
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MEMORANDUM OF UNDERSTANDING
Between
MARICOPA COUNTY AND
BANNER UNIVERSITY HEALTH PLANS
This Memorandum of Understanding (“MOU”) is entered into pursuant to the applicable Arizona Health Care Cost
Containment System (“AHCCCS”) Contract, with Acute Care Center (“ACC”) Health Plan, between BANNER
UNIVERSITY HEALTH PLANS (“BUHP”) and MARICOPA COUNTY by and through its DEPARTMENT
OF CORRECTIONAL HEALTH SERVICES, (“CHS”).
I.
PURPOSE:
The purpose of this MOU is to establish a collaborative protocol for effective communication, coordination,
and continuity of care for individuals eligible for services provided by BUHP who are also served by CHS.
This MOU shall in no way change, modify, or amend the contract between AHCCCS and BUHP and does
not create liability from one party to the other by a party's failure to comply with the protocol. Should any
information within this MOU conflict with any terms or conditions within the AHCCCS contract, the
AHCCCS contract shall prevail.
II.
DEFINITIONS:
As used throughout this MOU, the following terms shall have the meanings set forth below:
A.
MOU means this document and all attachments and amendments hereto.
B.
County means Maricopa County.
C.
CHS means the Department of 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 Correctional Health Services.
F.
Medical Director means the Medical Director of Correctional Health Services.
G.
Authorized Use means Protected Health Information (“PHI”) provided by CHS to BUHP that shall
be used and/or disclosed only as authorized by law including, but not limited to the treatment of
individuals identified as homeless as needed in order to reduce recidivism. Except when otherwise
required by law, disclosures of PHI pursuant to this MOU are subject to a minimum necessary
determination by CHS (45 CFR § 164.502(b)). When reasonable to do so, CHS may rely upon the
representations of BUHP as to what information is the minimum necessary for their lawful purpose
(45 CFR § 164.514(d) (3) (iii)). Information regarding substance use or abuse shall not be disclosed
without the express written authorization of the individual.
H.
Health Insurance Portability and Accountability Act (“HIPAA”) refers collectively to the
HIPAA of 1996, codified at 42 U.S.C. § 1330d 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 3009, codified at 42 U.S.C. § 17921 et seq., and any current and future
regulations promulgated thereunder, including but not limited to 45 C.F.R. Parts 160 and 164.
I.
Electronic Health Record (“EHR”) refers to the EHR system licensed by the County and
maintained by CHS.
J.
Protected Health Information (“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
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information including Social Security Number, Age, Sex, Date of Birth, Patient Identification
Number, Medical Record Documentation either paper or electronic, diagnosis, procedural
information, and any other information directly linked and identifiable to a specific individual under
the care, safety, and medical supervision of CHS.
III.
COLLABORATIVE AGREEMENT BETWEEN CHS AND BUHP
A.
Background:
CHS enhances community safety by working in a collaborative partnership with AHCCCS, BUHP,
and its contracted providers to provide research-based prevention and intervention services. BUHP's
contracted providers deliver a range of healthcare services and treatment programs for adults and
youth with physical health needs, serious mental illness, and other mental health and/or substance
abuse disorders.
To facilitate the transition of members transitioning out of jails and back into our community,
collaboration between CHS and BUHP is critical to reentry activities. Specifically, BUHP will
collaborate with CHS to accomplish "Reach-In" care coordination for members who have been
incarcerated in the adult correctional system for 20 days or longer and have an anticipated release
date. "Reach-In" care coordination activities shall begin upon knowledge of a member's anticipated
release date. BUHP will collaborate with CHS to identify justice-involved General Mental
Health/Substance Use (GMHSU) members in the adult criminal justice system with physical and/or
behavioral health chronic and/or complex care needs prior to member's release.
B.
Data Sharing and Coordination:
BUHP 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 164, and
HIPAA requirements that permit the sharing of written, verbal, and electronic information.
2.
Use data-sharing MOUs and administrative orders that permit the sharing of written,
verbal, and electronic information at the time of admission into the facility and at the time
of discharge.
C.
Collaborative Protocols:
When BUHP becomes aware that a member is incarcerated and is subject to the "Reach-In"
requirements described above:
1.
The BUHP Point of Contact or designee will receive a completed Justice Transition Notice
(JTN) from CHS for GMHSU members with designated chronic conditions.
a. CHS will confirm diagnosis/chronic condition in the EHR.
b. CHS will complete the CHS section of the JTN and return it to BUHP.
c. BUHP will schedule a video visit with the member and inform CHS.
d. CHS documents video the visit and notifies member via jail mail.
e. CHS scans JTN and video visit notification into the EHR.
2.
If CHS identifies newly diagnosed chronic care conditions, CHS will complete a JTN and
send it to BUHP Point of Contact or designee.
3.
If member has a diagnosis of HIV+, Medication Assisted Treatment (MAT), or Substance
Use/Misuse, the member's written consent to release and share information must be
completed and uploaded into the EHR prior to disclosure of the member's identifying
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information.
4.
If member is in jail 20 days or more, the BUHP Point of Contact or designee will initiate a
video or in person visit with the member.
5.
An appointment will be made with member's Primary Care Physician (PCP) to occur within
7 days of release.
6.
CHS and BUHP Point of Contact or other health staff may coordinate special needs prior
to jail release (such as courtesy release, medical equipment, or specific medications).
D.
Communication and Problem Resolving:
CHS and BUHP will have quarterly steering committee meetings to build and strengthen
relationships and address any problems or conflicts. Additionally, BUHP will identify and extend
invitations to CHS, to provider level meetings appropriate for CHS participation.
Meetings shall include opportunities for agency cross-training and for identifying, communicating,
and resolving problems to increase understanding and knowledge of each other's mission, goals and
how, through agency collaboration, members are provided identified services to improve their health
and well-being and reduce recidivism.
BUHP 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.
BUHP 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 BUHP Chief Medical Officer (or designee) and the CHS Mental Health
Director. Meetings shall include opportunities to report identified gaps and discuss and act on
resolutions.
E.
Joint Training Needs: BUHP and its contracted providers and CHS will provide cross training
opportunities as mutually agreeable needs are identified.
IV.
SPECIAL TERMS AND CONDITIONS:
A.
TERM OF MOU: This MOU shall begin upon approval by the Maricopa County Board of
Supervisors and shall terminate 48 months thereafter unless otherwise terminated or amended as
provided herein. By mutual written amendment executed by the Parties’ authorized representatives,
this MOU may be extended for supplemental periods of 12 months, up to maximum of 60 months.
B.
TERMINATION: This MOU may be terminated by either party with prior written notice to the
other party. Such Notice of Termination by BUHP shall be effective 30 calendar days after mailing
by certified mail, return receipt requested, to CHS. CHS may terminate this MOU, in whole or in
part, immediately upon providing either written or verbal notice to BUHP when CHS deems the
health or welfare of a patient is endangered. Either party may terminate this MOU immediately upon
providing written or verbal notice when it deems that performance would be in violation of the law
or order of a court of law. For any other cause, CHS may terminate this MOU upon 30 calendar
days after mailing by certified mail, return receipt requested, to BUHP.
C.
AMENDMENTS: Any changes to this MOU shall be in writing and signed by both parties.
D.
BUHP’s & CHS’ RESPONSIBILITIES: BUHP 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. BUHP and CHS shall comply with all federal, state,
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and local laws, ordinances, rules, and regulations applicable to each party’s performance under this
MOU. There are no financial responsibilities assigned by this MOU; the MOU is intended to allow
BUHP and CHS to work together to better address the needs of the community.
E.
COMPLIANCE MONITORING: CHS shall conduct periodic quality assurance audits to
determine BUHP’s compliance with, and performance under, the terms and conditions of this MOU.
F.
RETENTION OF RECORDS: BUHP and CHS shall maintain records and other relevant
documents to this MOU for five years following the termination or expiration of the MOU; provided
however, if any audit questions are unresolved at the end of that five-year period, all records and
documents relating to such audit questions shall be maintained until those audit questions are
resolved.
G.
NON-DISCRIMINATION: To the extent applicable, BUHP, 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. BUHP shall comply with
the Americans with Disabilities Act.
H.
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.
I.
GOVERNING LAWS: This MOU shall be governed by the laws of the State of Arizona. Any
litigation arising from the MOU, or the performance thereof will be decided in the federal or state
courts of Maricopa County unless otherwise agreed to between the Parties.
J.
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 MOU. Each party’s duty to defend, indemnify and hold harmless
the other party, its agents, representatives, officers, directors, officials, and employees shall arise in
connection with any claim, damage, loss or expense that is attributable to bodily injury, sickness,
disease, death, or injury to, impairment, or destruction of property, including loss of use resulting
therefrom, caused by any negligent acts, errors, omissions or mistakes in the party’s performance of
this MOU including any person for whose acts, errors, omissions or mistakes a party may be legally
liable.
K.
INSURANCE: BUHP, at BUHP’s own expense, shall purchase and maintain, at a minimum, the
herein stipulated insurance from a company or companies duly licensed by the State of Arizona and
possessing an AM Best, Inc. category rating of B++. In lieu of State of Arizona licensing, the
stipulated insurance may be purchased from a company or companies, which are authorized to do
business in the State of Arizona, provided that said insurance companies meet the approval of
County. The form of any insurance policies and forms must be acceptable to County.
All insurance required herein shall be maintained in full force and effect until all work or service
required to be performed under the terms of the MOU is satisfactorily completed and formally
accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this
MOU. If the insurance required is written on a claims-made basis, BUHP warrants that any
retroactive date under the policy shall precede the effective date of this MOU and either continuous
coverage will be maintained, or an extended discovery period will be exercised for a period of two
years beginning at the time work under this MOU is completed. BUHP’s insurance will be primary
insurance as respects County, and any insurance or self-insurance maintained by County will not
contribute to it.
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Any failure to comply with the claim reporting provisions of the insurance policies or any breach of
an insurance policy warranty shall not affect the County’s right to coverage afforded under the
insurance policies. The insurance policies may provide coverage that contains deductibles or self-
insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect
to the coverage provided to County under such policies. BUHP shall be solely responsible for the
deductible and/or self-insured retention and County, at its option, may require BUHP to secure
payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and
unconditional letter of credit.
The insurance policies required by this MOU, except Workers’ Compensation and Errors and
Omissions, shall name County, its agents, representatives, officers, directors, officials, and
employees as additional insureds. The policies required hereunder, except Workers’ Compensation
and Errors and Omissions, shall contain a waiver of transfer of rights of recovery (subrogation)
against County, its agents, representatives, officers, directors, officials, and employees for any
claims arising out of BUHP’s work or service. If available, the insurance policies required by this
MOU may be combined with Commercial Umbrella Insurance policies to meet the minimum limit
requirements. If a Commercial Umbrella insurance policy is utilized to meet insurance requirements,
the Certificate of Insurance shall indicate which lines the Commercial Umbrella Insurance covers.
1.
Commercial General Liability: Commercial General Liability (CGL) insurance and, if
necessary, Commercial Umbrella insurance with a limit of not less than $1,000,000 for
each occurrence, $3,000,000 Products/Completed Operations Aggregate, and $3,000,000
General Aggregate Limit. The policy shall include coverage for premises liability, bodily
injury, broad form property damage, personal injury, products and completed operations
and blanket contractual coverage, and shall not contain any provisions which would serve
to limit third party action over claims. There shall be no endorsement or modifications of
the CGL limiting the scope of coverage for liability arising from explosion, collapse, or
underground property damage.
2.
Workers’ Compensation: Workers’ Compensation insurance to cover obligations
imposed by Federal and state statutes having jurisdiction of BUHP’s employees engaged
in the performance of the work or services under this MOU; and Employer’s Liability
insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each
employee, and $1,000,000 disease policy limit. BUHP, its subcontractors, and sub-
subcontractors waive all rights against this MOU and its agents, officers, directors, and
employees for recovery of damages to the extent these damages are covered by the
Workers’ Compensation and Employer’s Liability, or Commercial Umbrella Liability
insurance obtained by BUHP, its subcontractors, and its sub-subcontractors pursuant to this
MOU.
3.
Professional Liability Insurance: BUHP shall maintain Professional Liability insurance
which will provide coverage for any and all acts arising out of the work or services
performed by BUHP under the terms of this MOU, with a limit of not less than $1,000,000
for each claim, and $3,000,000 aggregate claims.
4.
Sexual Molestation and Physical Abuse: The policy shall be endorsed to include
coverage for sexual molestation and physical abuse at limits not less than $1,000,000.00
per occurrence and $2,000,000.00 aggregate. These limits may be included within a
General Liability policy, Professional Liability policy or provided by separate endorsement
with its own limits as required. BUHP must provide the following statement on their
Certificate(s) of Insurance: “Sexual molestation and physical abuse coverage is included.”
Policies/certificates stating that “Sexual molestation and physical abuse coverage is not
excluded” do not meet this requirement.
5.
Cyber, Network Security, and Privacy Liability: Cyber, Network Security and Privacy
Liability Insurance with a limit of not less than $5,000,000 per occurrence. The policy shall
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include, but not be limited to; coverage for all directors, officers, agents and employees of
BUHP, losses with respect to network risks (such as data breaches, unauthorized access or
use, and ID theft of data), invasion of privacy (regardless of the type of media involved in
the loss of private information), crisis management, identity theft response costs, breach
notification costs, credit remediation, and credit monitoring, defense, and claims expenses,
regulatory defense costs plus fines and penalties, cyber extortion, electronic data
restoration expenses (data asset protection), network business interruption, computer fraud
coverage, funds transfer loss, third-party fidelity, theft, no requirement for arrest and
conviction, and loss outside the premises of the named insured.
6.
Certificates of Insurance: Prior to MOU execution, BUHP shall furnish the County with
valid and complete certificates of insurance, or formal endorsements as required by the
MOU in the form provided by the County, issued by BUHP’s insurer(s), as evidence that
policies providing the required coverage, conditions, and limits required by this MOU are
in full force and effect. Such certificates shall identify this contract number and title. In the
event any insurance policy(ies) required by this MOU is (are) written on a claims-made
basis, coverage shall extend for two years past completion and acceptance of BUHP’s work
or services and as evidenced by annual Certificates of Insurance. If a policy does expire
during the life of the MOU, a renewal certificate must be sent to County 15 calendar days
prior to the expiration date. Certificates of Insurance shall identify Maricopa County as the
additional insured/certificate holder as follows:
Maricopa County
c/o Risk Management
301 W Jefferson St., Suite 910
Phoenix, AZ 85003
7.
Cancellation and Expiration Notice: Applicable to all insurance policies required within
the insurance requirements of this MOU, BUHP’s insurance shall not be permitted to
expire, be suspended, be canceled, or be materially changed for any reason without 30
calendar days prior written notice to Maricopa County. BUHP must provide notice to
Maricopa County, within two business days of receipt, if they receive notice of a policy
that has been or will be suspended, canceled, materially changed for any reason, has
expired, or will be expiring. Such notice shall be sent directly to Maricopa County Office
of Procurement Services and shall be mailed, or hand delivered to 301 W. Jefferson St.
Suite 700, Phoenix, AZ 85003.
L.
EMPLOYMENT: Parties acknowledge that under this MOU no employee or participant of BUHP
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. BUHP 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.
M.
NON-JOINT VENTURE: This MOU is not intended to constitute, create, give rise to, or otherwise
recognize a joint venture MOU, partnership or other formal business association or organization of
any kind, and the right and obligations of the Parties shall be only those expressly set forth in this
MOU.
N.
CONFLICTS OF INTEREST: This MOU is subject to the provisions of A.R.S. § 38-511.
O.
ARBITRATION: To the extent applicable, the parties, in accordance with A.R.S. §12-1518, agree
to resolve all disputes arising out of or relating to this MOU through arbitration, after exhausting
applicable administrative review except as may be required by other applicable statutes. This
provision does not apply to provider claims disputes or member appeals regarding covered services
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provided by BUHP.
P.
PUBLIC RECORDS: Notwithstanding any other provision of this MOU to the contrary, CHS is
subject to A.R.S. 39-121 through 39-128 regarding public records. Any provision regarding
confidentiality is limited to the extent necessary to comply with the provisions of Arizona law. The
parties acknowledge that BUHP is not a public agency subject to public records laws but is a private
corporation.
Q.
CONFIDENTIALITY OF RECORDS:
1.
Neither party shall use or disclose any PHI received from the other in any manner that
would constitute a violation of this MOU or federal or state law. Each party shall take
reasonable measures to ensure that its directors, officers, employees, vendors, contractors,
and agents use or disclose PHI received from the other party in accordance with the
provisions of this MOU and federal and state law. Each party shall implement all
appropriate safeguards reasonably necessary to maintain the confidentiality of the
information accessed through the EHR system.
2.
Information pertaining to substance abuse will only be shared upon obtaining a release of
information from the individual in compliance with 42 CFR Part 2.
3.
Before BUHP’s Authorized Users may have access to CHS’ EHR system, BUHP’s
Authorized Users will be required to read and agree to the terms of CHS’
user/confidentiality MOU. The parties shall work cooperatively to fulfill this requirement
and return copies of the executed MOUs, as necessary.
4.
BUHP 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. BUHP shall not use or disclose Criminal Justice Information for any other
purpose and will treat all Criminal Justice Information as confidential as always required
by state and federal laws and take reasonable measures to maintain the security and
confidentiality of such information. BUHP 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 BUHP shall, within 24
hours of becoming aware or has reason to believe of an unauthorized use or disclosure of
PHI by either organization; or any of its Authorized Users, officers, directors, employees,
vendors, contractors, agents or by a third party. Such notice shall be made to the following:
MARICOPA COUNTY CORRECTIONAL HEALTH SERVICES (CHS)
Attn: Business Integration Technology (BIT)
Title: Unauthorized Use or Disclosure of PHI
Address: 234 N Central Avenue, Suite 5350
City, State Zip: Phoenix, AZ 85004
Phone: (602) 506-3127
Emails: CHSBIT@maricopa.gov and CHSHIMTeam@maricopa.gov
BANNER UNIVERSITY HEALTH PLANS (BUHP)
Attn: James R. Stringham
Title: VP/CEO Banner Government Health Plans
Address: 2901 N Central Ave, Ste 160
City, State Zip: Phoenix, Arizona 85012
Phone: (520) 874-3101
Email: James.Stringham2@bannerhealth.com
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R.
ASSIGNMENT, DELEGATION, AND EXECUTION:
1.
Neither party may assign this MOU without the express, written, prior consent of both
parties, which shall not be unreasonably withheld or delayed.
2.
This MOU does not imply authority to perform any tasks or accept responsibility.
3.
Sections and other headings contained in this MOU are for reference purposes and shall
not affect in any way the meaning or interpretation of this MOU.
4.
This MOU may be executed in two or more counterparts, each of which shall be deemed
an original but all of which together shall constitute the same instrument. Faxed, copied,
digital, and scanned signatures are acceptable as original signatures.
5.
This MOU contains the entire understanding of the parties hereto with respect to the
matters covered, and it supersedes all proposals, oral or written, and all other documents
or communications between the parties relative to the subject matter herein covered, unless
such documents or communications are specifically included by reference.
6.
All notices under this MOU given by either party to the other shall be in writing and
shall be delivered in person or sent by U.S. Postal Service, postage prepaid and addressed
to the following individuals:
MARICOPA COUNTY CORRECTIONAL HEALTH SERVICES (CHS)
Attn: Lisa Struble
Title: CHS Department Director
Address: 234 N. Central Avenue, Suite 5000
City, State Zip: Phoenix, AZ 85004
Phone: (602) 350-1745
Email: Lisa.Struble@maricopa.gov
BANNER UNIVERSITY HEALTH PLANS (BUHP)
Attn: James R. Stringham
Title: VP/CEO Banner Government Health Plans
Address: 2901 N Central Ave, Ste 160
City, State Zip: Phoenix, Arizona 85012
Phone: (520) 874-3101
Email: James.Stringham2@bannerhealth.com
7.
Prior to or simultaneously with the execution of this MOU, BUHP shall provide CHS with
proof, satisfactory to the County Attorney, that the individual executing this MOU on
behalf of BUHP is legally authorized to bind BUHP.
* Remainder of Page Intentionally Left Blank *
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IN WITNESS WHEREOF, the parties have executed this MOU as of the respective dates written below.
BANNER UNIVERSITY HEALTH PLANS
MARICOPA COUNTY
BOARD OF SUPERVISORS
Authorized Individual:
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:
James R Stringham
Chief Executive Officer
10/15/2024
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Davina Bressler
10/15/2024