MEMORANDUM_OF_UNDERSTANDING_(MOU)__BETWEEN_MOLINA_HEALTHCARE__INC._AND_MARICOPA_COUNTY-JILL_SIGNED.P.PDF
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MEMORANDUM OF UNDERSTANDING
Between
MARICOPA COUNTY AND
MOLINA HEALTHCARE, INC.
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 Molina Healthcare, Inc.
(“MH”) and MARICOPA COUNTY by and through its DEPARTMENT OF CORRECTIONAL HEALTH
SERVICES, (“CHS”).
I.
PURPOSE:
MH 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 MH who are also served
by CHS. The purpose of this MOU is to establish a collaborative protocol, as described in Section III for
effective communication, coordination and continuity of care as outlined in AHCCCS Medical Policy
Manual Policy1022 and Policy 1040, for individuals eligible for services provided by MH who are also served
by CHS. This MOU shall in no way change, modify, or amend the contract between AHCCCS and MH 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 CHS.
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 MH 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 MH 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. § 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 system licensed by the County and
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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.
III.
COLLABORATIVE AGREEMENT BETWEEN CHS AND MH
A.
Background: CHS enhances community safety by working in a collaborative partnership with
AHCCCS, Molina Healthcare, Inc (MH) and its contracted providers to provide research-based
prevention and intervention services. MH 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 abuse disorders. To facilitate the transition of
members transitioning out of jails and back into our community, collaboration between CHS and
MH is critical to reentry activities. Specifically, MH 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. MH 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: MH 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 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 MH becomes aware that a member is incarcerated, and is subject
to the “Reach-In” requirements, described above:
1.
The MH Point of Contact or designee will complete a Justice Transition Form (“JTF”) for
GMHSU members with designated chronic conditions and send the JTF to CHS:
a.
CHS will confirm diagnosis/chronic condition in the EHR.
b.
CHS will complete the CHS section of the JTF and return it to MH scan it into
the EHR.
2.
If CHS identifies newly diagnosed chronic care conditions, CHS will complete a JTF and
send it to MH 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
information.
4.
If member is in jail 20 days or more, the MH Point of Contact or designee will initiate a
video or in person visit with the member.
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5.
An appointment will be made with member's Primary Care Physician (“PCP”) to occur
within seven days of release.
6.
The MH 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 MH Point of Contact or other health staff may coordinate special needs prior to
jail release (such as medical equipment, or specific medications).
D.
Communication and Problem Resolving:
1.
CHS and MH will have quarterly steering committee meetings to build and strengthen
relationships and address any problems or conflicts. Additionally, MH will identify and
extend invitations to CHS, to provider level 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.
3.
MH 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.
MH 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 MH 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: MH 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 one 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.
B.
TERMINATION: This MOU may be terminated by either party with prior written notice to the
other party. Such Notice of Termination by MH 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 MH when CHS deems the health or
welfare of a patient is endangered. Either party may terminate this MOU immediately upon
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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 MH.
C.
AMENDMENTS: Any changes to this MOU shall be in writing and signed by both parties.
D.
MH & CHS’ RESPONSIBILITIES: MH 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. MH 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 this MOU; the MOU is intended to allow
MH and CHS to work together to better address the needs of the community.
E.
RETENTION OF RECORDS: MH 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.
F.
NON-DISCRIMINATION: To the extent applicable, MH, 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. MH shall comply with the
Americans with Disabilities Act.
G.
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.
H.
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.
I.
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.
J.
INSURANCE: MH, at MH 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. In the event that the insurance required is written on a claims-made basis, MH warrants that
any retroactive date under the policy shall precede the effective date of this MOU and either
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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. MH insurance will
be primary insurance as respects County, and any insurance or self-insurance maintained by County
will not contribute to it.
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. MH shall be solely responsible for the
deductible and/or self-insured retention and County, at its option, may require MH 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 MH 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 MH 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. MH, 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 MH, its
subcontractors, and its sub-subcontractors pursuant to this MOU.
3.
Professional Liability Insurance: MH shall maintain Professional Liability insurance
which will provide coverage for any and all acts arising out of the work or services
performed by MH 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. MH 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
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excluded” do not meet this requirement.
5.
Certificates of Insurance: Prior to MOU execution, MH 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 MH 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 MH 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
6.
Cancellation and Expiration Notice: Applicable to all insurance policies required within
the insurance requirements of this MOU, MH 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. MH 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.
K.
EMPLOYMENT: Parties acknowledge that under this MOU no employee or participant of MH 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. MH 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.
L.
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.
M.
CONFLICTS OF INTEREST: This MOU is subject to the provisions of A.R.S. § 38-511.
N.
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
provided by MH.
O.
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 MH is not a public agency subject to public records laws but is a private
corporation.
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P.
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 MH Authorized Users may have access to CHS’ EHR system, MH 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.
MH 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. MH 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. MH 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 MH 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) 506-0897
Emails: CHSBIT@maricopa.gov and CHSHIMTeam@maricopa.gov
MOLINA HEALTHCARE, INC.
Attn: Jill Ference, LASAC, CCM
Title: Program Director
Address: 5055 E. Washington Street Ste.210
City, State Zip: Phoenix, AZ, 85034
Phone: (480) 435-1401
Email: Jill.Ference@MolinaHealthcare.com
Q.
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.
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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
MOLINA HEALTHCARE, INC.
Attn: Jill Ference, LASAC, CCM
Title: Program Director
Address: 5055 E. Washington Street Ste.210
City, State Zip: Phoenix, AZ, 85034
Phone: (480) 435-1401
Email: Jill.Ference@MolinaHealthcare.com
7.
Prior to or simultaneously with the execution of this MOU, MH shall provide CHS with
proof, satisfactory to the County Attorney, that the individual executing this MOU on
behalf of MH is legally authorized to bind MH .
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IN WITNESS WHEREOF, the parties have executed this MOU as of the respective dates written below.
MOLINA HEALTHCARE, INC.
MARICOPA COUNTY
Authorized Individual:
BOARD OF SUPERVISORS
By:
By:
Name: Jill Ference, LASAC, CCM
Name:
Title: Program Director
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:
8/3/2023
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Davina Bressler
8/3/2023