BANNER COMPLETE PACKET C-26-19-025-3-00 - EXECUTED.PDF

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MEMORANDUM OF UNDERSTANDING
Between

MARICOPA COUNTY CORRECTIONAL HEALTH SERVICES
AND BANNER UNIVERSITY HEALTH PLANS

This Memorandum of Understanding (“MOU”) is entered into pursuant to the applicable
Arizona Health Care Cost Containment System (AHCCCS) Contracts with ACC HEALTH
PLAN, between Banner University Health Plans herein referred to as (BUHP) and
MARICOPA COUNTY by and through its DEPARTMENT OF CORRECTIONAL
HEALTH SERVICES, herein referred to as (CHS).

BUHP and CHS desire to enter into a MOU 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.

1. PURPOSE:

The purpose of this MOU is to establish a collaborative protocol, as described in
Attachment A for effective communication, coordination and continuity of care as
outlined in AMPM Policy 1020 and 1050, 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.

2. 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 Maricopa County Department of Correctional Health Services, its
employees and individuals contracted by the department.

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.

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G.

Authorized Use means Protected Health Information 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.

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.

TechCare™ refers to the electronic health record software system licensed to the
County and maintained by CHS.

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 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.

3. SPECIAL TERMS AND CONDITIONS:

A.

TERM OF MOU: This MOU shall begin upon approval of the Board of
Supervisors and when all signatures are affixed and fully executed by both
parties and shall terminate a year 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 48 months.

TERMINATION: This MOU may be terminated by either party with prior
written notice to the other party. Such Notice of Termination shall be effective
thirty (30) calendar days after mailing by certified mail, return receipt requested,
to the other party; provided, however, that CHS may terminate this MOU, in
whole or in part, immediately upon providing either written or verbal notice
when CHS deems the health or welfare of a patient is endangered. Either party
may terminate this agreement immediately upon providing written or verbal

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notice when it deems that performance would be in violation of the law or order
of a court of law.

Cc. AMENDMENTS: Any changes or amendments to this MOU shall be effective
only if made in writing and signed by both parties. All such changes or
amendments shall be handled by formal amendment and approved by CHS
authorized representative, the CHS Procurement Services Office, and BUHP.

Dz. BUHP & CHS’S RESPONSIBILITIES: BUHP and CHS shall cooperate
hereunder 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 and
local laws, ordinances, rules and regulations applicable to each party’s
performance under this MOU. There are no financial responsibilities assigned
by the MOU; the MOU is simply intended to allow BUHP and CHS to work
together to better address the needs of the community.

E, COMPLIANCE MONITORING: CHS and BUHP shall each monitor their
own respective compliance with, and performance under, the terms and
conditions of this MOU. Notwithstanding the foregoing, each party may
conduct quality assurance audits from time to time to assess the proper access
and utilization of their respective electronic health records application
systems.

F. RETENTION OF RECORDS: BUHP and CHS agree to maintain records and
other relevant documents to this MOU for five (5) years following the
termination 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
ARS § 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 ARS § 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.

J INDEMNIFICATION: To the fullest extent permitted by law, each party shall
defend, indemnify, and hold harmless the other party, its agents,

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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. CONFLICTS OF INTEREST: To the extent applicable, this MOU is subject to
the provisions of A.R.S. § 38-511 relating to conflicts of interest.

L. ARBITRATION: To the extent applicable, the parties, in accordance with ARS
§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 provided
by BUHP.

M. PUBLIC RECORDS: Notwithstanding any other provision of this MOU to the
contrary, the Parties acknowledge that 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.

N. CONFIDENTIALITY OF RECORDS:

3.14.1 The parties will utilize data sharing agreements (including Attachment
B) and Administrative Orders that permit the sharing of written, verbal
and electronic information, and will comply with all applicable
Administrative Orders, State and federal law, rules or regulations, as
amended from time-to-time, including but not limited to Health
Insurance Portability and Accountability Act (HIPAA) requirements that
permit the sharing of written, verbal and electronic information (as of the
effective date of those regulations), and 42 CFR Part 2 relative to alcohol
and substance abuse treatment. Third parties requesting information held
by CHS should be referred to CHS.

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3.14.2

3.14.3

3.14.4

3.14.5

3.14.6

Each party agrees not 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 further
agrees to implement all appropriate safeguards reasonably necessary to
maintain the confidentiality of the information accessed through the
TechCare™ system.

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.

The Parties acknowledge that before each of the Parties’ Authorized
Users may have access to the other party’s electronic health records
application system, Authorized Users may be required to read and agree
to the terms of the respective party’s user/confidentiality agreement.
Each party agrees to work cooperatively to fulfill this requirement and
return copies of the executed agreements, as necessary.

BUHP acknowledges that it and its Authorized Users might be given
access by CHS via TechCare™ to Criminal Justice Information 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 agrees that it will 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. BUHP agrees to instruct
its staff concerning the confidential nature of Criminal Justice
Information and the applicable prohibitions against its use and
disclosure.

REPORTING OF UNAUTHORIZED USE OR DISCLOSURE OF PHI:

CHS and BUHP shall, within twenty-four (24) hours of becoming aware
or has reason to believe of an unauthorized use or disclosure of
TechCare™ 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:

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MARICOPA COUNTY CORRECTIONAL HEALTH SERVICES
(CHS)
Attn: BIT Team
234 N Central Avenue, Suite 5350
Phoenix, AZ 85004
(602) 506-0897
CHSHIMTEAM@Maricopa.gov
and CHSBIT@Maricopa.gov

BANNER UNIVERSITY HEALTH PLANS
Attn: Kathleen Oesterich

Title: Chief Executive Officer

2701 E Elvira Road

Tucson, AZ 85756
Kathleen.Oestreich@bannerhealth.com

Copy To:

Department: HIPAA HITECH Privacy Specialist
O. ASSIGNMENT AND DELEGATION:

3.15.1 Neither party may assign this MOU without the express, written, prior
consent of both parties, which shall not be unreasonably withheld or
delayed. No consent shall be required where there is an assignment of
the AHCCCS contract by AHCCCS to an affiliated entity of BUHP.

3.15.2 This Agreement MOU does not imply authority to perform any tasks or
accept responsibility.

4. SECTIONS AND OTHER HEADINGS CONTAINED IN THIS MOU ARE
FOR REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT IN ANY
WAY THE MEANINING OR INTERPRETATION OF THIS MOU.

A. 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 and scanned signatures are acceptable as original signatures.

B. ENTIRE MOU: This MOU contains the entire understanding of the parties
hereto, 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.

C. NOTICES: 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:

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MARICOPA COUNTY CORRECTIONAL HEALTH SERVICES (CHS)

Attn: Tania Lynch

Title: CHS Department Director

Address: 234 N. Central Avenue, Suite 5000
City, State Zip: Phoenix, AZ 85004

Phone: (602) 372-4632

Email: tania.lynch@maricopa.gov

BANNER UNIVERSITY HEALTH PLANS

Attn: Kathleen Oestreich

Title: Chief Executive Officer
Address: 2701 E Elvira Road
City, State Zip: Tucson, AZ 85756

Email: Kathleen.Oesterich@BannerHealth.com

5. INCORPORATION OF DOCUMENTS: The Parties agree that the following
attachments are made part of this MOU:

A. Attachment A, Collaborative Understanding
B. Attachment B, Data Link Agreement

6. ACKNOWLEDGMENT: By signing below, BUHP and CHS each acknowledge
their own respective role and responsibilities pursuant to this MOU.

* Remainder of Page Intentionally Left Blank *

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the respective
dates written below.

Banner University Health Plans MARICOPA COUNTY
Authorized Individual: BOARD OF SUPERVISOR‘
DocuSigned by: 2

Name: Kathleen Oestench*” Name: BILL GATES

Title: Chief Executive Officer Title: Chairman, Board of Supervisors

Date: 9/15/2019 Date: JUN 12 2019

Maricopa County Correctional ATTEST:

nd yy A hadieloual

Nama” | oF ty hy pel, FRAN McCARROLL

Title: MCCHS Director Clerk of the Board

Date: Ss ‘y L/) 2 Date: JUN 1.2 2019
APPROVED AS TO FORM:

Y io

Name: _{ a Katssluc
Title: Deputy County Attorney
Date: Sha hia

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0-2u-l4- Ops-3-
Attachment A

MARICOPA COUNTY CORRECTIONAL HEALTH SERVICES
AND BANNER UNIVERSITY HEALTH PLANS

I. Background

The Maricopa County Correctional Health Services (CHS) enhances community safety
by working in a collaborative partnership with AHCCCS, Banner University Health Plans
(BUHP) and its contracted providers to provide research-based prevention and
intervention services. BUHP’s contracted providers deliver a range of health care services
and treatment programs for adults and youth with physical health needs, serious mental
illness and other mental health and/or substance use 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 Maricopa County Jail for 30
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. Carelst will
collaborate with CHS to identify justice-involved members with physical and/or
behavioral health chronic and/or complex care needs prior to member’s release.

II. Data Sharing and Coordination

BUHP and CHS will partner to:

a) 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, and

b) Utilize 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.

III. Collaborative Protocols

When BUHP becomes aware that a member is incarcerated, and is subject to the “Reach-
In” requirements, described above:

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Iv.

1. The BUHP Point of Contact or designee will complete a Justice Transition Form (JTF)
for members with designated chronic conditions and send the JTF to CHS:
a. CHS will confirm diagnosis/chronic condition in TechCare.
b. CHS will complete the CHS section of the JTF and return it to BUHP — scan it
into TechCare.

2. If CHS identifies newly diagnosed chronic care conditions, CHS will complete a JTF
and send it to the 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 TechCare prior to disclosure of the member’s
identifying information.

4. If member is in jail 30 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. The BUHP Point of Contact or designee will forward to CHS an “Introduction Letter,”
via secure email, with the following information:
a. Appointment day/time
b. Clinic name and location
c. Health Plan Point of Contact (or designee) contact information

7. CHS will place this introduction letter into the member’s property which will be
provided upon jail release.

8. CHS and the 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).

Provide mechanisms for communication and resolving problems

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.

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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.

Identify and address joint training needs

BUHP and its contracted providers and CHS will provide cross training opportunities as
mutually agreeable needs are identified.

CHS Authorized Signature Date

Title

(Kallen we Bu dni tle 5/15/2019

Banner Uniiverssitgrddeerlsa2lans Signature Date

vp and CEO

Title

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Attachment B

DATA LINK AGREEMENT BETWEEN
MARICOPA COUNTY CORRECTIONAL HEALTH SERVICES AND
BANNER UNIVERSITY HEALTH PLANS

This Data Link Agreement ("Agreement") is by and between Banner University Health
Plans (“BUHP”), and Maricopa County (the “County”), by and through its Department
of Correctional Health Services ("CHS") (collectively "Parties," or individually

"Party"),
1. PURPOSE OF THE AGREEMENT

This Agreement will govern the operation and Parties! participation in the Jail Data
Link Program (“Data Link”). Data Link enables the transfer of information between
CHS and BUHP data processing systems pursuant to the Memorandum of
Understanding between the Parties.

This Agreement will enable the Parties to expedite the identification of Members in
the care and custody of the Maricopa County Sheriff’s Office and coordinate
behavioral and/or physical health care for those Members.

2. TERM

The Term of this Agreement shall begin upon approval of the Board of Supervisors
and when all signatures are affixed and fully executed by all parties and continue for
10 years.

3. TERMINATION

a. The Agreement may be terminated by either Party with or without cause, upon thirty
(30) day written notice to the other Party(s); provided, however, that any Party may
terminate this Agreement or suspend access to Member information, in whole or in
part, immediately upon providing the other Party written notice when the Party giving
notice deems the health or welfare of a Member is endangered, or to prevent the
unauthorized access to or use of Member confidential information or unauthorized use
of the service or data system.

b. Either Party may terminate this Agreement immediately upon providing written notice
when it deems that performance would be in violation of the law or order of a court of
law.

c. Parties may terminate this Agreement as provided in A.R.S. § 38-511.

4. AMENDMENT

Any changes to this Agreement shall be in writing and signed by both Parties.

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5. RENEWAL

The Agreement may be extended for an additional ten (10)-year period upon written
agreement of the Parties.

6. DEFINITIONS
For purposes of this Agreement, the terms listed below are defined as follows:

a. Authorized Use means the access given by CHS to BUHP to Jail Information and/or
Confidential Information that BUHP t would not be entitled to otherwise have, for the
sole purpose of coordinating behavioral and medical health services for BUHP
Members who are in the care and custody of the Maricopa County Sheriff's Office
(“MCSO”). Authorized Use shall also include access given by BUHP to CHS to
Confidential Information concerning BUHP Members that CHS would not be entitled
to or otherwise have, for the sole purpose of coordinating behavioral and medical
health services for BUHP Members who have been or will be in the care and custody
of MCSO.

b. Confidential Information means any information that identifies a Member or relates to
the Member's participation in BUHP, the Member's physical or mental health or
condition, the provision of health care to the Member, or payment for the provision of
health care to the Member. Confidential information includes, without limitation,
"individually identifiable health information," as defined in 45 C.F.R. §160.103 of
HIPAA and "non-public personal information," as defined in laws or regulations
promulgated under the Gramm-Leach-Bliley Act of 1999.

c. Member means a person determined to be eligible to receive behavioral health and
and/or physical health services paid for, in whole or in part, from funds available to
BUHP through its contract with the Arizona Health Care Cost Containment System
(“AHCCCS”).

d. Jail Information means any pre-booking or booking information of an individual in
the care and custody of MCSO and may also include confidential criminal justice
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. BUHP, means a managed care organization under contract with AHCCCS to
coordinate the delivery of behavioral health and physical health services for members
enrolled or assigned by AHCCCS to BUHP Health Plan.

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10.

11.

SERIOUSLY MENTALLY ILL (“SMI”) is defined the same as in A.R.S. § 36-550(4).

LIMITED USE

The Parties acknowledge that they will be given access to Jail Information and/or
Confidential Information for the purpose of Authorized Use. The Parties agree that
they will: (1) not use any Jail Information or Confidential Information outside the scope
of Authorized Use; and (2) treat all Jail Information or Confidential Information as
confidential as required by state and federal laws at all time.

RESTRICTION ON REDISCLOSURE

The Parties will instruct their staff concerning the confidential nature of Jail
Information or Confidential Information, as applicable, and the applicable prohibitions
against its use or disclosure.

DATA DESTRUCTION

The Parties agree that when the intended use of the data has been completed, it shall
sanitize (overwrite three times, degauss, or other reasonable and customary method of
removing data) electronic media prior to disposal or release for reuse by unauthorized
individuals. Inoperable electronic media shall be destroyed (cut up, shredded, or other
reasonable and customary method of removing or destroying data). The Parties shall
maintain written documentation of the steps taken to sanitize or destroy electronic
media. The Parties shall ensure the sanitation or destruction is witnessed or carried out
by authorized personnel.

HIPAA

The Parties warrant that they are familiar with the requirements of HIPAA, as amended
by the Health Information Technology for Economic and Clinical Health Act (HITECH
Act) of 2009 and accompanying regulations and will comply with all applicable
HIPAA requirements in the course of this Agreement. Further, the Parties will
cooperate in the course of performance of this Agreement so that each will be in
compliance with HIPAA, including cooperation and coordination with the
Government Information Technology Agency (GITA), Statewide Information
Security and Privacy Office (SISPO) Chief Privacy Officer and HIPAA Coordinator
and other compliance officials required by HIPAA and its regulations, as well as
executing any documents that are reasonably necessary to be in compliance with
HIPAA, including, but not limited to, business associate agreements.

NON-AVAILABILITY OF FUNDS

Although this Agreement is non-financial, if any action is taken by any federal, state,
local agency or any other agency or instrumentality to suspend, decrease or terminate

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12.

13.

14,

its fiscal obligation affecting the capacity of the County or BUHP to continue this
Agreement, any party hereto may amend, suspend, decrease or terminate its
obligations under or in connection with this Agreement.

COMPLIANCE

The parties warrant they are in compliance with the provisions in A.R.S. § 41-4401

(e- verify).
WARRANTY

There is no implied warranty of any kind under this Agreement, including any
representation of accuracy, timeliness, completeness, or appropriateness of the
information provided. Continuous, uninterrupted access to the information to be
provided hereunder is not guaranteed. In the event of delay caused by system issues,
the Parties agree to work together in a reasonable manner to share information via a
reasonable alternative means, if possible, until any system issues are resolved.

INDEMNIFICATION

(a) To the fullest extent permitted by law, BUHP shall, indemnify, defend save and hold

harmless the County, including its officers, officials, agents, and employees
(hereinafter referred to as "County") from and against any and all claims, actions,
liabilities, damages, losses, or expenses (including court costs, attorneys' fees, and
costs of claim processing, investigation and litigation) (hereinafter referred to as
"Claims") caused, or alleged to be caused, in whole or in part, by BUHP’s breach of this
Agreement. It is the specific intention of the Parties that the County shall, in all
instances, except for Claims arising from the negligent or willful acts or omissions of
the County, be indemnified by BUHP against any and all claims described in this
paragraph. It is agreed that BUHP will be responsible for primary loss investigation,
defense and judgment costs where this paragraph is applicable.

(b) To the fullest extent permitted by law, the County shall, indemnify, defend save and

hold harmless BUHP, including their officers, officials, agents, and employees
(hereinafter referred to as "Indemnitee") from and against any and all claims, actions,
liabilities, damages, losses, or expenses (including court costs, attorneys' fees, and
costs of claim processing, investigation and litigation) (hereinafter referred to as
"Claims") caused, or alleged to be caused, in whole or in part, by the County’s breach
of this Agreement. It is the specific intention of the Parties that BUHP shall, in all
instances, except for Claims arising from the negligent or willful acts or omissions of
the BUHP , be indemnified by the County against any and all claims described in this
paragraph. It is agreed that the County will be responsible for primary loss
investigation, defense and judgment costs where this paragraph is applicable.

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Data Link Agreement - Maricopa County & BANNER UNIVERSITY HEALTH PLANS

DocuSign Envelope ID: 4AD76A36-779C-4877-9EFA-83B23A9E26E5

15.

16.

17.

18.

INSURANCE

BUHP shall maintain insurance as follows: (i) commercial general liability insurance
coverage with minimum limits of $1,000,000 per occurrence and $2,000,000 annual
aggregate; and (ii) professional liability insurance coverage with minimum limits of
$1,000,000 per occurrence and $2,000,000 annual aggregate). Upon written request, a
Party shall provide to the other Party a certificate of insurance evidencing such
insurance coverage. Each Party shall provide thirty (30) calendar days prior written
notice to the other Party of any modification or termination of required insurance.

NOTICES

Any notice required or permitted under this Agreement shall be in writing and shall be
deemed to have been duly given when (a) delivered by hand, courier, or express mail
service (with written confirmation of receipt), (b) sent by facsimile (with provision for
assurance of receipt in a manner typical with respect to communications of that type),
or (c) mailed by registered or certified first class mail, return receipt requested, to the
address set forth below (or to such other Person, address, or facsimile (fax) number as
a Party may, from time to time, designate by written notice):

If to Correctional Health Services:

Correctional Health Services Attn: Department Director
234 N. Central Avenue, Suite 5000

Phoenix, AZ 85003

If to BUHP:

Banner University Health Plans
Attn: Kathleen Oestreich

Title: Chief Executive Officer
2701 E Elvira Road

Tucson, AZ 85756

SEVERABILITY

The invalidity, in whole or in part, of any provision of this Agreement shall not void
or affect the validity of any other provision of this Agreement.

RIGHTS IN DATA

The County shall have the use of data and reports resulting from this Agreement
without additional cost or other restriction except as may be established by law or
applicable regulation. Each party shall supply to the other party, upon reasonable
request, any available information that is directly relevant to this Agreement and to the
performance thereunder. Requests shall be made in writing and may not be requested
any more frequently than once a year (a year shall begin from the effective date of this

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Data Link Agreement - Maricopa County & BANNER UNIVERSITY HEALTH PLANS

DocuSign Envelope ID: 4AD76A36-779C-4877-9EFA-83B23A9E26E5

19.

20.

21.

Agreement), unless required to investigate material breach of this Agreement which
shall be described in the written request.

RELATIONSHIPS

For all purposes relating to this Agreement, the Parties shall be independent contractors
and not agents or employees of the other party.

CONTRACTOR LICENSE REQUIREMENT

BUHP shall procure all permits, insurance, licenses and pay the charges and fees
necessary and incidental to the lawful conduct of its business, and as necessary
complete any required certification requirements, required by any and all
governmental or non-governmental entities as mandated to maintain compliance with
and in good standing for all permits and/or licenses. BUHP shall keep fully informed
of existing and future trade or industry requirements, Federal, State and Local laws,
ordinances, and regulations which in any manner affect the fulfillment of this
Agreement and shall comply with the same. BUHP shall immediately notify the
County of any and all changes concerning permits, insurance or licenses affecting
performance under this Agreement.

ACKNOWLEDGEMENT
By signing below, the Parties acknowledge their roles and responsibilities pursuant to
this Agreement. The individuals signing below have the authority to bind their

respective parties and execute this Agreement by affixing their signatures to the
Agreement.

* Remainder of Page Intentionally Left Blank *

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Data Link Agreement - Maricopa County & BANNER UNIVERSITY HEALTH PLANS

DocuSign Envelope ID: 4AD76A36-779C-4877-9EFA-83B23A9E26E5

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
respective dates written below.

Banner University Health Plans
Authorized Individual:

By: (Kealloecy Ww Bestrvich

16 1 DFODEB64A44:

Name: Kathleen OLS
Title: Chief Executive Officer
Date:

MARICOPA COUNTY
BOARD OF SUPERVISORS

» BLQ GC.

Name: BILL GATES

Title: Chairman, Board of Supervisors

5/15/2019 Date: JUN 12 2019
Maricopa County Correctional ATTEST:
van
fo
Name’ Dash Ly nd FRAN McCARROLL
Title: MCCHS Di ector Clerk of the Board
Date: 5 Ad J) bi Date: JUN 12 2018
7 ¢

a FORM:
By:

Name: J Davi ha 6B ress\ew

Title: Deputy County Attorney
Date: 5 i 7/1 4d

Data Link Agreement - Maricopa County & BANNER UNIVERSITY HEALTH PLANS