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MEMORANDUM OF UNDERSTANDING
MOU No. HU2052008
Page 1 of 9
Memorandum of Understanding (MOU) for Ryan White Part B Program CAREWare
Data Sharing and Data Upload (“MOU”)
BETWEEN
ARIZONA DEPARTMENT OF HEALTH SERVICES (“ADHS”)
AND
MARICOPA COUNTY DEPARTMENT OF PUBLIC HEALTH (“Maricopa County”)
DEFINITIONS. Capitalized terms used herein shall have the meanings set forth in this Section [1].
1.
“Agencies” means Maricopa County Ryan White Part A Program and its obligations and responsibilities as a Ryan
White Recipient and the Arizona Department of Health Services Ryan White Part B Program with its obligations
and responsibilities as a Ryan White Recipient.
2.
“Associate Personnel” means employees, agents, representatives, and members of the workforce whose services
may be used to satisfy obligations or terms under this Agreement.
3.
“Authorized Employees” means ADHS, Maricopa County, and CAREWare database administrator employees
who have a need to know or otherwise access Highly-Sensitive Personal Information or Personally Identifying
Information to enable ADHS, Maricopa County, and CAREWare database administrator(s) to perform its
obligations under this MOU.
4.
“CAREWare System” means the electronic health and social support services information systems that are
separately owned and maintained by ADHS or Maricopa County and that are used by Ryan White HIV/AIDS
Program grant recipients and their providers to report year-end Ryan White HIV/AIDS Services Report client level
data, and to monitor quality of care on a regular basis.
5.
“Client Level Data” means the health information that is created or received by a Covered Entity or Hybrid Entity;
and relates to the physical condition, mental health or other health condition of an Individual, or to the provision of
health care to the Individual (including but not limited to the payment for such health care); and identifies or can
be used to identify the Individual as defined at 45 CFR 160.103.
6.
“Covered Entity” shall generally have the same meaning as the term “covered entity” at 45 CFR 160.103 for
purposes of this Agreement.
7.
“Health Care” shall generally have the same meaning as the term “health care” at 45 CFR 160.103.
8.
“Health care provider” shall generally have the same meaning as the term “health care provider” at 45 CFR
160.103.
9.
“Health Information” means data, whether oral or recorded in any form or medium, that is created or received by
any party to this Agreement and that relates to the past, present, or future physical or mental health or condition
of an individual; the provision of health care to an individual; or the past, present, or future payment for the
provision of health care to an individual.
10. "Highly-Sensitive Personal Information" means an (i) individual's government-issued identification number
(including social security number, driver's license number or state-issued identified number); (ii) financial account
number, credit card number, debit card number, credit report information, with or without any required security
code, access code, personal identification number or password, that would permit access to an individual’s
financial account; or (iii) biometric or health data.
C-86-20-
MEMORANDUM OF UNDERSTANDING
MOU No. HU2052008
Page 2 of 9
11. “HIPAA Rules” shall mean the Health Insurance Portability and Accountability Act (“HIPAA”) privacy regulations
found at 45 CFR Parts 160 and 164.Hybrid Entity: “Hybrid Entity” shall generally have the same meaning as
“hybrid entity” at 45 CFR 164.103 and, for purposes of this Agreement, means the Arizona Department of Health
Services.
12. “Part A Program” shall mean the Maricopa County Ryan White Part A Program and its obligations and
responsibilities as a Ryan White Recipient.
13. “Personally Identifying Information” means data about an individual receiving Ryan White Services, including the
identifiers listed in 45 CFR 514(2)(i) and in Arizona Revised Statutes § 13-2001, that identifies the individual or
with respect to which there is a reasonable basis to believe the information can be used to identify the individual.
14. “Public Health Authority” shall generally have the same meaning as the term “public health authority” at 45 CFR
164.502 and, for purposes of this Agreement, means the Arizona Department of Health Services, including its
obligations and responsibilities as a Ryan White Program Recipient.
15. “Ryan White Services” generally means any health care, treatment, or other services received by an individual or
any payment for health care, treatment, or other services provided by Ryan White Recipients.
16. “Security Incident” shall generally have the same meaning as the term “security incident” at 45 CFR 164.306.
17. "Security Breach" means [(i)] any act or omission that [materially] compromises either the security, confidentiality
or integrity of Personal Information or the physical, technical, administrative or organizational safeguards put in
place by Maricopa County and CAREWare database administrator that relate to the protection of the security,
confidentiality or integrity of Personal Information[, or (ii) receipt of a complaint in relation to the privacy practices
of Maricopa County and CAREWare database administrator a breach or alleged breach of this MOU relating to
such privacy practices].
18. “Treatment” shall generally have the same meaning as the term “treatment” at 45 CFR 164.502.
MEMORANDUM OF UNDERSTANDING
MOU No. HU2052008
Page 3 of 9
1.
Term of the Agreement
The Term of this MOU shall commence upon signature of both parties and shall continue unless terminated,
canceled, or extended as otherwise provided herein.
2.
Termination
2.1
This MOU remains in effect until terminated in accordance with Provision One (1) of this section, or
as otherwise provided below:
2.1.1
Termination without Cause
ADHS and Maricopa County may terminate this MOU at any time with a one hundred twenty
(120) calendar day notice, in writing specifying the termination date. Such notices shall be given
by personal delivery or by certified mail, return receipt requested.
2.1.2
Termination for Default
The ADHS reserves the right to terminate the MOU in whole or in part due to the failure of the
Maricopa County to comply with any material obligation, term or condition of the MOU, to acquire
and maintain all required bonds, licenses and permits, or to make satisfactory progress in
performing the MOU. The Maricopa County receive written notice detailing the area of non-
performance and have one hundred twenty (120) days to correct non-performance prior to
termination for default;
2.1.3
Cancellation for Conflict of Interest
Pursuant to A.R.S. § 38-511, the ADHS may cancel this MOU within one hundred twenty (120)
days after MOU execution without penalty or further obligation if any person significantly involved
in initiating, negotiating, securing, drafting or creating the MOU on behalf of ADHS is,
or becomes at any time while the MOU or an extension of the MOU are in effect, an employee of
or a consultant to any other party to this MOU with respect to the subject matter of the MOU. The
cancellation shall be effective when the Maricopa County or CAREWare database administrator
receives written notice of the cancellation, unless the notice specifies a later time.
2.1.4
Mutual Termination
This MOU may be terminated by mutual written agreement of the parties specifying the
termination date and the terms for disposition of property and, as necessary, submission of
required deliverables therein.
3.
Non-Discrimination
The Parties shall comply with Executive Order 75-5 as modified by Executive Order 2009-09, which mandates
that all persons, regardless of race, color, religion, sex, age, national origin or political affiliation, shall have
equal access to employment opportunities, and all other applicable State and Federal employment laws, rules,
and regulations, including the Americans with Disabilities Act. The Parties shall take affirmative action to
ensure that applicants for employment and employees are not discriminated against due to race, creed, color,
religion, sex, national origin or disability.
4.
Arbitration
The parties to this MOU agree to resolve all disputes arising out of or relating to this MOU, after exhausting
applicable administrative review, through arbitration to the extent required by A.R.S. §12-1518.
MEMORANDUM OF UNDERSTANDING
MOU No. HU2052008
Page 4 of 9
5.
Amendment or Modifications
No amendment or modifications to this MOU, including any amendment or modification of this paragraph, shall
be effective unless the same is in writing signed by the Parties.
6.
Arizona Law
The law of Arizona applies to this MOU including, where applicable, the Uniform Commercial Code as adopted
by the State of Arizona.
7.
Relationship of Parties
The Maricopa County under this MOU is an independent entity. No parties to this MOU shall be deemed to be
the employee or agent of another party to the MOU.
8.
Severability
The Provisions of this MOU are severable. Any term or condition deemed illegal or invalid shall not affect any
other term or condition of the MOU.
9.
No Parole Evidence
This MOU is intended by the parties as a final and complete expression of their agreement. No course of
prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in
this document.
10.
No Waiver
Any Party’s failure to insist on strict performance of any term or condition of the MOU shall not be deemed a
waiver of that term or condition even if the party accepting or acquiescing in the nonconforming performance
knows of the nature of the performance and fails to object to it.
11.
Headings
Headings are for organizational purposes only and shall not be interpreted as having legal significance or
meaning.
12.
Advertising and Promotion of Contract
The Maricopa County shall not advertise, publish, or re-release any information for commercial benefit
concerning this MOU without the prior written approval of an ADHS Procurement Officer and the ADHS Human
Subject Review Board (HSRB).
MEMORANDUM OF UNDERSTANDING
MOU No. HU2052008
Page 5 of 9
SCOPE OF WORK
1.
Purpose
1.1
This memorandum of understanding’s purpose is to establish an agreement for the unification of the Ryan
White Part A program and the Ryan White Part B program CAREWare databases into a single
CAREWare database named “ONE CAREWare”.
2.
Background
2.1
This memorandum of understanding is necessary to improve the provision of Ryan White funded HIV care
services to persons living with HIV/AIDS served by both Ryan White Part A and Part B programs in
Maricopa and Pinal Counties. More than 2600 clients are shared between Parts A and B. A single unified
CAREWare database will improve the review process to determine eligibility for services, will permit
centralized reporting against real-time data, will eliminate data duplication, and will simplify and unify
management of the client recordkeeping and reporting.
2.2
ONE CAREWare will improve coordination of care, improve joint clinical quality management between
ADHS and Maricopa County, and provide comprehensive data access to key Ryan White partner staff
members in Maricopa County and at ADHS. This will enable both Maricopa County and ADHS to work more
effectively to achieve jurisdictional plan goals to end the HIV/AIDS epidemic.
2.3
ADHS is required to submit a report to the Health Resources and Services Administration (HRSA) Ryan
White HIV/AIDS Program Services Report (hereafter “RSR”) in March 2019 which requires data from the
Maricopa County program to help ensure a high quality and validated RSR submission. A ONE CAREWare
system will directly enable the high quality RSR submission to HRSA.
3.
Scope of Work
3.1
ONE CAREWare Governance
3.1.1
Maricopa County and ADHS shall both be jointly responsible for the governance of the ONE
CAREWare system.
3.1.2
All decisions regarding the governance of the use of the ONE CAREWare system that impacts both
the Maricopa County and ADHS Ryan White programs will be mutually agreed to by both the Ryan
White Part A Program Manager and the Ryan White Part B Program Manager.
3.1.3
ADHS shall not change its ONE CAREWare contracted administrator to a new vendor without the
written approval of Maricopa County. If a public procurement process is necessary to select a ONE
CAREWare administrator, the Maricopa County Ryan White Part will participate in the selection
process.
3.1.4
The Ryan White Part A Program Manager, or their authorized representative, shall serve on the
review panel to select a new contractor. Both Maricopa County and ADHS must agree on the
vendor selected through a public procurement process to administer ONE CAREWare.
3.2
Data Sharing Through ONE CAREWare
3.2.1
Each Party to this Agreement is permitted to use or disclose Client Level Data.
3.2.1.1
As necessary and allowable to perform the functions, activities, or services related to that
Party’s duties and obligations as Ryan White Recipients, either individually or collectively,
as defined in contracts with Health Resources and Services Administration Ryan White
HIV/AIDS Program.
MEMORANDUM OF UNDERSTANDING
MOU No. HU2052008
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3.2.1.2
As necessary and allowable for the proper management and administration of the Party
to this Agreement, or to carry out legal responsibilities of the Party to this Agreement,
including duties or obligations of acting as a Health Care Authority or other governmental
entity. Disclosures to third parties for such purposes is allowable only if:
3.2.1.2.1
The disclosure is required by law; or
3.2.1.2.2
Each Party to this Agreement secures written assurance from the receiving
party that the receiving party will:
3.2.1.2.2.1 Maintain the confidentiality of Client Level Data;
3.2.1.2.2.2 Use or disclose Client Level Data only as required by law or for
the purpose for which it was disclosed to the recipient;
3.2.1.2.2.3 Notify the Party to this Agreement of any breaches in the
confidentiality of the Client Level Data; and
3.2.1.2.2.4 Has obtained approval by the client to share the information
among the parties.
3.2.2
As allowable under 45 CFR 164, Subpart E, sections 501 through 514.
3.2.2.1
Each Party to this Agreement may use de-identified Client Level Data only if the data is:
3.2.2.1.1
De-identified pursuant to 45 CFR 164.514(b), and
3.2.2.1.2
The Party to this Agreement maintains the documentation required by 45
CFR 164.514(b).
3.2.2.2
Each Party to this Agreement may aggregate Client Level Data.
3.2.3
In addition to the permitted uses or disclosures in subsection A, each Party to this Agreement that
is a covered entity pursuant to the HIPAA Rules is permitted to use or disclose Client Level Data as
necessary to perform duties and obligations as a covered entity under the HIPAA Rules, including:
3.2.3.1
Patient access to Client Level Data, pursuant to 45 CFR 164.524.
3.2.3.2
Agreement of Client Level Data, pursuant to 45 CFR 164.526.
3.2.3.3
Accounting of disclosures, pursuant to 45 CFR 164.526.
3.2.3.4
Breach notification, pursuant to 45 CFR 164, Part D.
3.2.4
Each Party to this Agreement will implement and maintain appropriate safeguards and comply with
45 CFR Part 164, Subpart C to prevent any use or disclosure of Client Level Data not otherwise
permitted by this Agreement.
3.2.4.1
Each Party to this Agreement will individually implement administrative, physical and
technical safeguards to protect the confidentiality, integrity, and availability of any
electronic Client Level Data, if any, that the Party to this Agreement creates, receives,
maintains, or transmits.
3.2.4.2
Each party will use encryption technology to render unsecured Client Level Data
unusable, unreadable, or indecipherable to unauthorized individuals and shall comply
with the HIPAA Rule.
MEMORANDUM OF UNDERSTANDING
MOU No. HU2052008
Page 7 of 9
3.2.5
Each Party to this Agreement will report in writing to the other Parties about any use or disclosure
of Client Level Data not permitted by this Agreement or any suspected or confirmed security
incident involving the CAREWare System within five business days of learning of such use or
disclosure.
3.2.5.1
The Party that uses or discloses Client Level Data in a manner not permitted by this
Agreement (“impermissible use”) shall be responsible for determining whether the
impermissible use constitutes a breach of information privacy or security under federal or
state law (“breach”).
3.2.5.2
If the impermissible use constitutes a breach, the Party that caused the breach shall be
responsible for the breach, including instituting any corrective actions required by federal
or state law, including timely reporting to any oversight agency and/or affected persons,
mitigation steps, and payment of monetary penalties.
3.2.6
Each Party to this Agreement will appropriately inform all of its Associate Personnel whose services
may be used to satisfy obligations under this Agreement, of the terms of this Agreement.
3.2.6.1
Each Party to this Agreement represents and warrants that the Associate Personnel are
under legal obligation, by contract or otherwise, sufficient to enable full compliance with
the provisions of this Agreement.
3.2.6.2
Each Party to this Agreement represents and warrants that it will ensure that Associate
Personnel sign whatever agreements deemed necessary, to ensure Associate Personnel
understand their obligations to protect Client Level Data under this Agreement.
Agreements may include, but are not limited to, Business Associates Agreements and
Statements of Confidentiality signed by Associate Personnel.
3.2.7
Prior to sharing Client Level Data, each Party to this Agreement will use a Release of Information to
document the client’s consent to share client level data with the Parties in this Agreement.
3.2.7.1
Each Party to this Agreement will collect a client-signed Release of Information form for
all clients impacted by this Agreement.
3.2.7.2
Client Release of Information forms must be signed at least annually.
3.2.7.3
The Release of Information must be included in the client’s CAREWare information.
3.3
ONE CAREWare Administration
3.3.1
ADHS shall be responsible for the administration and hosting of the ONE CAREWare system
including the administrative costs for hosting the ONE CAREWare system.
3.3.2
ADHS shall contract with CAREWare database administrator to manage the day to day
administration of ONE CAREWare.
3.3.3
The CAREWare database administrator will be responsible for providing technical support and help
desk assistance to all users of the ONE CAREWare system, including Maricopa County and ADHS.
3.3.4
ADHS and Maricopa County will both maintain full administrative privileges over the ONE
CAREWare database and maintain access to the central administrative domain of the ONE
CAREWare system.
3.3.5
The Ryan White Part A Program Manager and the Ryan White Part B/ADAP Program Director will
both hold these administrative privileges in ONE CAREWare. By mutual agreement they may
consent to delegate administrative privileges to additional staff employed in the Ryan White Part A
or Part B/ADAP program at Maricopa County and/or ADHS.
MEMORANDUM OF UNDERSTANDING
MOU No. HU2052008
Page 8 of 9
3.3.6
All Ryan White Part A, Ryan White Part B, and ADAP data, programmatic and financial, shall be
accessible and usable by CAREWare users with administrative privileges in the ONE CAREWare
system.
3.3.7
The Ryan White Part A Program Manager and the Ryan White Part B/ADAP Program Director, or
appointed delegates, will provide joint approval for CAREWare users with access to Ryan White
Part A data in the ONE CAREWare system.
3.3.8
The Parties agree to meet on an as needed basis to discuss program developments and problem
resolution.
3.4
ADHS Responsibilities After Agreement Termination by Maricopa County
3.4.1
Upon receipt of termination notice from Maricopa County ADHS shall convene a meeting between
ADHS and the CAREWare database administrator within seven (7) business days to plan for the
de-integration of the ONE CAREWare database.
3.4.2
ADHS will present the de-integration plan to Maricopa County within fourteen (14) business days
after receipt of the termination notice.
3.4.3
ADHS shall provide Maricopa County an export of all Ryan White Part A data contained in the ONE
CAREWare system to Maricopa County.
3.4.4
ADHS will provide the Ryan White Part A CAREWare data export prior to the termination date of
the agreement specified in the termination notice.
3.4.5
The data export will contain all Ryan White Part A data from the date of the agreement’s execution
until it’s agreed upon termination date. Data not essential for completion of ADHS reports will be
securely deleted after confirmed receipt of the data export.
3.4.6
This data will include all data elements required by Maricopa County to complete required reporting
under the Ryan White Part A program.
3.4.7
If the termination coincides with an overlap during a reporting period ADHS and its CAREWare
database administrator will assist Maricopa County with the completion of required reports.
3.4.8
ADHS agrees to support and assist Maricopa County with the completion of any required reporting
for up to three hundred and sixty five (365) days after the termination of the agreement.
3.5
Publications
3.5.1
The Agencies must request data use approval for the development of professional papers or
reports completed outside the regularly occurring obligations of the Ryan White Recipient. Such
papers or reports must have the specific written approval of the ADHS Human Subject Review
Board (HSRB) before such products are submitted for presentation or publication.
3.5.2
ADHS shall be cited as the source of the data in all tables, reports, presentations, and
scientific papers, and Maricopa County or its corresponding authors shall be cited as the
source of interpretations, calculations, and/or manipulations of the data.
3.5.3
When requested, the Agencies shall furnish a copy of a proposed publication or presentation or
request approval to the ADHS HSRB for review and comment.
4.
Technical Support
4.1
The ONE CAREWare Database administrator shall be responsible for day to day technical support of the
ONE CAREWare system.
MEMORANDUM OF UNDERSTANDING
MOU No. HU2052008
Page 9 of 9
4.2
ADHS Information Technology Services (ITS) and ADHS Ryan White Part B will provide IT oversight and
project management for the ONE CAREWare system. ADHS ITS and ADHS Ryan White Part B will provide
Maricopa County with additional technical support as necessary for the ongoing operation of the ONE
CAREWare system.
4.3
User agreements and ONE CAREWare use policy are provided in Exhibit A.
5.
Training/Outreach
5.1
Participating Part A Program staff utilizing the ONE CAREWare database shall satisfy new-user training,
complete necessary documentation and self-register as requested by the Ryan White Part B. If a training
session is required Maricopa County shall contact the Ryan White Part B/ADAP Program Director.
5.2
Any other information relevant to training and technical assistance.
6.
Notices, Correspondence and Reports
6.1
Notices, correspondence, and reports from Maricopa County to ADHS shall be sent to:
Ricardo Fernández, MPA
Ryan White Part B/ADAP Program Director
HIV Care and Services
Arizona Department of Health Services
150 North 18th Avenue, Suite 130
Phoenix, AZ 85007
Direct:
602-364-3854
Email:
Ricardo.Fernandez@azdhs.gov
6.2
Notices, correspondence, and reports from ADHS to Maricopa County shall be sent to:
Carmen Batista, MPH
Ryan White Part A Program Manager
Maricopa County Department of Public Health
301 W. Jefferson Street, Suite 3200
Phoenix, AZ 85003
Direct:
602-372-7091
Email:
Carmen.Batista@maricopa.gov
7.
Signatures/Approvals
FOR Maricopa County
Arizona Department of Health Services:
Clint Hickman, Chairman
Board of Supervisors
Chief Procurement Officer
APPROVED AS TO FORM:
___________________________________________________
Attorney for County Date
ATTEST:
____________________________________
Office of the Clerk of the Board Date
, by and through
its Department of Public Health