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Exhibit 10.12
OUT-SOURCED INFORMATION SYSTEM SERVICES
This Agreement is entered into by and between Pima County, a body politic and
corporation of the State of Arizona, herein called "COUNTY", on behalf of Pima
Health Systems, herein called "PLAN", and Digital Sciences Inc., hereinafter
called "COMPANY" located at 303 S. Southgate, Suite 1, Chandler, AZ 85226.
RECITALS
WHEREAS, COUNTY provides medical and non-medical services through PLAN
pursuant to a contract with the Arizona Health Care Cost Containment
System (AHCCCS), the Arizona Department of Economic Security (DES), and
the Arizona Long Term Care System (ALTCS), and
WHEREAS COUNTY requires information services to manage said medical and
non-medical services, and
WHEREAS, COUNTY has issued RFP #002-95 and this Agreement is pursuant
to that RFP;
NOW THEREFORE, the parties agree to the following:
ARTICLE I - TERM
The term of this Agreement shall be from January 8, 1996 to December 31, 1998
unless sooner terminated or further extended pursuant to the provisions of
Articles XVII, XVIII or XXI of this Agreement.
ARTICLE II - RESPONSIBILITIES
This Agreement shall be for the provision of Out-Sourced Information System
Services as outlined in RFP #002-95, addenda, COMPANY response and Best and
Final Offer submissions. Attachment A summarizes the mutually agreed upon
deliverables and time frames required of COMPANY and PLAN for the Information
System Services.
Responsibilities of COMPANY
A. COMPANY shall comply with provisions of federal laws and regulations
governing the TITLE XIX program (AHCCCS) except for those requirements
waived for the State of Arizona by the Federal Government. COMPANY
shall comply with the provisions of ARS Section 36-2901 et. seq.,
governing AHCCCS and with all applicable regulations promulgated by the
AHCCCS Administration (AHCCCSA).
B. COMPANY agrees to design, develop, implement and maintain current, at
no additional cost to PLAN, all AHCCCSA, DES and Federal compliance
changes, or updates, required of PLAN including the current technical
requirements contained in the
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AHCCCS CONTRACTED HEALTH PLAN TECHNICAL INTERFACE GUIDELINES, and
AHCCCS ENCOUNTER REPORTING USERS MANUAL, or other technical memoranda
as provided in writing by AHCCCSA. Initial copies are included in
APPENDICES II and III of RFP #002-95.
C. COMPANY shall have completed the end of month processing cycle no later
than two (2) business days from the date of COMPANY's receipt of PLAN's
input data, receipt being when said input data is in the possession of
an employee or sub-contractor of COMPANY.
D. COMPANY agrees to provide PLAN, by project start date, a written
implementation and conversion plan with dates and responsibilities of
COMPANY and PLAN for the inception of charges in ATTACHMENT A.
E. COMPANY shall provide samples of all existing QMACS(TM) reports.
Delivery of such sample reports shall coincide with the project start
date under this Agreement.
F. COMPANY shall provide a full time Account Manager to be located at the
PLAN site. PLAN shall provide functional office space and furniture,
local telephone service, and basic office supplies for such staff.
COMPANY shall be responsible for all personnel, hardware, software, and
long distance telephone costs. COMPANY shall allow PLAN to interview,
provide input and establish a working relationship with COMPANY
proposed Account Manager. Start date for on-site COMPANY Account
Manager shall be no later than February 1, 1996.
G. COMPANY Account Manager will be a knowledgeable COMPANY staff person
experienced in both healthcare and QMACS(TM) software. COMPANY Account
Manager will be capable of fostering the relationship between the PLAN
and COMPANY, providing effective communication and customer service,
representing COMPANY in internal operations and directions, advising
and coordinating software development, and managing COMPANY'S daily
operations at PLAN site. COMPANY Account Manager will provide these
services full-time at PLAN site upon initial payment under this
Agreement through completion and PLAN acceptance of all RFP #002-95
requirements. After that time, COMPANY Account Manager will always be
available to the PLAN but maintenance responsibilities may be delegated
to COMPANY SUBORDINATES to be supervised by COMPANY Account Manager.
H. COMPANY shall provide installation of a current version of QMACS(TM)
system at PLAN site. Initial installation of QMACS(TM) system shall
coincide with project start date under this Agreement and will be
operable on at least one stand alone PLAN computer.
I. COMPANY shall provide complete and current QMACS(TM) relational
database schemas and all documentation required to use all ad hoc
report writing tools. Such documentation shall include the QMACS(TM)
relational database schema and all supporting documentation detailing
all columns (fields) and tables (files) with data element type, size
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and attribute defined for each database. Delivery of documentation
shall coincide with project start date under this Agreement. COMPANY
shall provide timely updates to the data dictionary, schema and all
supporting documentation.
J. COMPANY shall provide within 30 calendar days of project start date
initial QMACS(TM) system and ad hoc report writing tool training,
including Task Manager, CRYSTAL(TM) report writer and existing reports,
and electronic mail/ scheduling.
K. COMPANY shall be responsible to convert PLAN's existing active
provider, member, enrollment, prior authorization and claims data to
the extent necessary to enable normal operations using the QMACS(TM)
software. Historical inactive provider, member, enrollment prior
authorization and claims data for the 24-months preceding the live date
shall be converted to production tables. Up to 36 months of historical
data not converted to production tables will be warehoused in current
record format in appropriate warehouse files with CRYSTAL(TM) access.
Any additional conversion shall be charged at COMPANY's normal hourly
rates for data conversion as specified in ATTACHMENT A.
L. COMPANY agrees not to charge extra or separately for inactive members
maintained on the system.
M. COMPANY shall provide an emergency communication system as a "HOTLINE"
twenty-four (24) hours a day, seven (7) days a week for trouble
shooting and emergency situations through the duration of this
Agreement. PLAN will be prior notified of a change to the communication
system. If the communications system becomes disabled due to equipment
failure, COMPANY will notify PLAN within two (2) hours of an alternate
system.
N. COMPANY shall provide complete and up to date QMACS(TM) system user
documentation. Such documentation shall also include all PLAN specific
enhancements. COMPANY shall provide timely updates to such
documentation. COMPANY shall provide the PLAN with such documentation
no later than the end of parallel processing.
O. COMPANY agrees to provide, at no additional cost to PLAN, the necessary
information processing interface for pharmacy claims management to
include membership, provider and claims data transmissions and
management reports.
P. COMPANY shall provide and maintain current, at no additional cost to
PLAN:
1. A National Drug Code (NDC) reference file.
2. A reference file containing International Classification of
Diseases (ICD-9) diagnosis and procedure codes.
3. A procedure code reference file containing the Health Care
Financing Administration Common Procedure Coding Scheme
(HCPCS), the American
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Medical Association Physician's Current Procedural Terminology
(CPT-4) and AHCCCS specific procedure codes. COMPANY shall
also provide the PLAN the ability to maintain PLAN specific
procedure codes.
4. A reference file containing the AHCCCSA Fee for Service
Pricing schedule.
Q. COMPANY shall provide, at no additional cost to PLAN, planning,
development, and implementation required to accept and adjudicate
electronic submissions of claims data. Such development shall include
all management reports required by PLAN and the file format for Kino
Community Hospital. Any new submissions will be in a mutually agreeable
format. PLAN will provide resources to interpret incoming format.
R. COMPANY shall provide a written cost estimate, at no additional cost to
PLAN, for PLAN approval prior to performing any work, not included in
the PMPM Base Fee.
S. COMPANY shall provide consistent representation at AHCCCSA technical
meetings upon AHCCCSA and/or PLAN request.
T. COMPANY shall sponsor periodic user group meetings for the QMACS(TM)
system and ad hoc reporting tools.
U. COMPANY agrees to provide tape transmissions at no cost to PLAN. Tape
transfers will be charged on a cost pass-through basis for courier
service and media.
Responsibilities of PLAN
A. PLAN shall be responsible for utilizing the QMACS(TM) Managed Care
Administrative software in accordance with written documentation
provided by COMPANY.
B. PLAN shall enter all data required for correct operation of QMACS(TM)
Managed Care Administrative software at PLAN's expense.
C. PLAN shall provide to COMPANY, in a mutually acceptable form, the data
and materials as agreed by PLAN and COMPANY to enable COMPANY to
provide the services called for by this Agreement.
D. PLAN is solely responsible for the accuracy and timeliness of such
information. If the data and materials submitted by PLAN are incorrect,
or not in the form mutually agreed upon by COMPANY and PLAN for
processing, COMPANY costs may be charged to PLAN in accordance with
ATTACHMENT A.
E. PLAN shall be solely, financially responsible for payment of all PLAN
claims processing through QMACS(TM) software. PLAN shall be responsible
for the timely processing of all claims in accordance with all Federal,
State and County regulations.
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F. PLAN shall be responsible for providing COMPANY all data to be
converted in a format useable by COMPANY for conversion, and provide
full and complete technical documentation of the format(s) of all data
to be converted. PLAN shall provide at PLAN expense personnel familiar
with the existing data format and definition to assist COMPANY during
conversion process. Quality Assurance of data to be converted will be
the responsibility of PLAN.
G. PLAN shall promptly provide COMPANY with copies of documents and other
material communications from AHCCCSA that affect the service provided
by COMPANY under this Agreement.
H. PLAN shall be responsible for responding to and updating the AHCCCSA
Encounter Pend Tape in a timely manner.
I. PLAN agrees to provide appropriate representation at COMPANY training
and design sessions applicable to PLAN.
J. PLAN acknowledges that COMPANY's software is rule-based and PLAN is
responsible for the accurate data definition and set-up of Provider
Contracts and Benefit Plans according to COMPANY supplied documentation
and training. PLAN is responsible for all errors and sanctions as a
result of improper data set-up.
ARTICLE III - REIMBURSEMENT [Confidential treatment has been requested]
PLAN shall reimburse COMPANY on the schedule of charges contained in ATTACHMENT
A.
Total payment for the term of this Agreement shall not exceed [****] unless a
duly executed amendment has been signed by COMPANY and COUNTY.
ARTICLE IV - PAYMENT METHOD
Prices
The prices set forth in the Agreement are only for the services as specified in
Pima County PFP #002-95. Any enhancements (software modification and program
development costs that are unique to PLAN's requirements) additions or changes
to the work described herein which are requested by the PLAN, will be charged at
the rates indicated in ATTACHMENT A, upon project completion and acceptance by
PLAN. PLAN shall provide COMPANY with written specifications for such
enhancements. PLAN will pay all applicable sales taxes; COMPANY will be liable
for all other taxes.
Billing
After the end of parallel processing, COMPANY shall bill PLAN at the beginning
of each calendar month for an average number of eligible PLAN members during the
previous month.
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**** - Confidential Treatment Requested
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PLAN agrees to pay for such services within twenty business days of receipt of
invoice. Payment shall be made in an amount equal to the invoice amount unless
invoiced items are disputed by the PLAN, in which case disputed amounts will be
deducted and amount settled after dispute resolution. PLAN has the right to
withhold payment for non-performance as mutually defined.
ARTICLE V - NON-APPROPRIATION
Notwithstanding any other provision in this Agreement, this Agreement may be
terminated if for any reason the Pima County Board of Supervisors does not
appropriate sufficient monies for the purpose of maintaining this Agreement. In
the event of such cancellation, COUNTY shall have no further obligation to
COMPANY other than for services already provided.
ARTICLE VI - SERVICES QUALITY PROVISIONS
COMPANY agrees to provide professional services in accordance with all laws,
rules and regulations of all governmental authorities having jurisdiction.
Response Time
COMPANY and PLAN agree that an Average Response Time is critical to the
successful use of the information system by the Plan. COMPANY has specified the
work-station configuration required to ensure the required response time and
PLAN agrees to provide work-stations that meet the specification. The
work-stations will be connected via an Ethernet(TM) network operating at a
minimum of 10 million bits per second.
COMPANY is responsible for providing appropriate server hardware, server
software, and server based application software (QMACS(TM)), during the entire
term of this Agreement at no additional cost to PLAN, to ensure PLAN receives
response times that are better than, or equal to, the times defined below for
each QMACS(TM) Module. The Average Response Time will be calculated from
response time measurements taken between the hours of 9:00 A.M. and 11:00 A.M.
and 2:00 P.M. and 4:00 P.M. over a period of not less than three nor more than
five normal work days.
PROVIDER MODULE, MEMBER MODULE, & AUTHORIZATION MODULE
Response time for a Query in these modules is defined as the delay from
the time of execution of the query until the display of the first data
set retrieved. Response time for these three modules will be two (2)
seconds or less.
CLAIM MODULE
On-line claim adjudication of HCFA 1500 claims with an average of three
lines Response time for an on-line claim adjudication is defined as the
time from execution of the adjudication until the adjudication process
is complete. Average Response Time will be ten (10) seconds or less
with a worst case adjudication Response Time of twenty (20) seconds.
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On-line claim adjudication of UB-92 claims with an average of ten (10)
lines. Response time for an on-line claim adjudication is defined as
the time from execution of the adjudication until the adjudication
process is complete. Average Response Time will be 10 seconds or less
with a worst case adjudication Response time of thirty (30) seconds.
Should the system fail to provide the agreed upon response time, DSI has 30 days
to correct the problem or be deemed in default of this provision.
System and Software Maintenance [Confidential treatment has been requested]
COMPANY agrees to maintain, at COMPANY expense, the server and all COMPANY
provided hardware under a field service maintenance contract. Contract coverage
must be seven (7) days per week, twenty four (24) hours per day with a
guaranteed four (4) hour response time (defined as complete problem resolution,
corrective site service, or corrective action acceptable to PLAN). COMPANY is
responsible for up to [****] of the cost of the maintenance contract.
COMPANY agrees to provide and maintain, at COMPANY expense, the server software,
and all appropriate languages and software utilities, at a level no more than
one version behind the latest released version. COMPANY agrees to maintain the
application software, QMACS(TM), at a level that is compatible with the Server
Software language; and utilities described in the sentence above.
Reprocessing
COMPANY shall, at its option, have the right to reprocess, at no additional cost
to the PLAN, to correct any errors for which COMPANY may be responsible in full
satisfaction of all PLAN's claims. PLAN and COMPANY agree to mutual written
notification of any claim error(s) made in connection with the service herein
within five (5) days of error discovery and to furnish supporting documentation
of such claim. Reprocessing services furnished herein are deemed acceptable to
PLAN unless notice and proof of claim are made within ninety (90) days.
Pick-up Data
COMPANY shall document disaster recovery services to PLAN. All costs for
Disaster Recovery services are included in the PMPM Base Fee per ATTACHMENT A.
COMPANY and PLAN agree to test the Disaster Recovery procedure at a minimum of
every 12 months. PLAN reserves the right to conduct an un-announced test of the
disaster recovery service and procedures.
COMPANY shall retain calendar year back-up databases for a period of five (5)
years provided this Agreement remains in force. Upon termination of the
Agreement, COMPANY shall retain such calendar year back-up databases for a
period of ninety (90) days following the termination of this Agreement.
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**** - Confidential Treatment Requested
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Retention of these calendar year databases beyond those specified periods herein
shall be at PLAN's expense at COMPANY's prevailing rate for such services.
COMPANY shall retain back-up of all PLAN transaction and history files as
specified in RFP #002-95, unless otherwise negotiated by the COMPANY and PLAN.
Upon termination of the agreement, for any reason, COMPANY shall give PLAN
record layouts and copies of all current and historical data files used during
most recent five (5) year period of the contract. These files shall be provided
on industry standard media specified by the PLAN and in a standard ASCII format
consistent with PLAN's record layouts at the time of termination. COMPANY will
cooperate by expediting the conveyance of all PLAN data to facilitate conversion
no later than 15 days after said termination. There shall be no additional cost
to PLAN for these files.
Legal
Current program source code will be held by an escrow agent acceptable to PLAN
in case of business or contract compliance failure. COMPANY shall maintain the
source code applicable to PLAN in a safety deposit box along with the release
allowing PLAN access to the source code; code shall be updated monthly. PLAN
shall be able to access the source code in the event COMPANY is in default and
is unable to cure any defects in accordance with this Agreement. PLAN is
entitled to access the source code upon demonstrating that PLAN has given
written notice of default to COMPANY. Appropriately executed license and
non-disclosure agreements will be included in the escrow.
PLAN agrees to enter into a mutually acceptable confidentiality agreement with
COMPANY per ATTACHMENT C.
Reliance on Data
PLAN agrees to provide the data and materials as specified and required by
COMPANY to enable it to perform the services under this Agreement. If the data
and materials submitted by PLAN are incorrect, incomplete, or not in the form
agreed upon between COMPANY and PLAN for processing, then COMPANY charges may be
adjusted in accordance with its then prevailing rates to reflect the additional
work necessary to correct, complete, or otherwise prepare such data for
processing. PLAN and COMPANY further agree that any schedule set forth herein
that may be extended by reason of delay caused by the conditions described in
the preceding sentence shall not constitute default of performance.
Confidential Handling of Data
All data and information supplied to COMPANY by PLAN in connection with the
performance of any service hereunder shall be kept in confidence and shall not
be disclosed to anyone outside the organizations of PLAN and COMPANY, except
authorized representatives of governmental agencies responsible for regulation
of PLAN and/or COMPANY or other persons authorized by COUNTY.
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LIABILITIES
COMPANY shall not be liable, or deemed to be in default, for any delay or
failure in performance under this Agreement or interruption of services
resulting, directly or indirectly, from acts of God, civil or military
authority, acts of public enemy, war (whether declared or not), or insurrection,
provided, however, respondent shall be obligated to notify PLAN as to the nature
of the event, and the estimated delay resulting therefrom. Failure to notify
PLAN shall be cause for automatic imposition of liquidated damages, or
termination of contract, at the option of the PLAN.
COMPANY shall be liable for any sanctions imposed on PLAN by AHCCCS or the
Federal Internal Revenue Service as a result of COMPANY's failure to meet any of
its responsibilities under this contract, to the extent such failure is the
fault of COMPANY. COMPANY's liability under this section during any AHCCCSA plan
year shall be limited to Twenty-Five Percent (25%) of the total PMPM fees paid
by PLAN during any AHCCCSA Plan Year. If there appears to be reasonable grounds
to appeal an imposed sanction, COMPANY and PLAN will cooperate in preparing and
presenting the appeal. However, any sanctions that are attributable to PLAN
shall not be deemed as COMPANY's responsibility.
COMPANY and PLAN understand and acknowledge that they each have, may have, or
are entitled to have business relationships with various vendors, vendees,
licensees, licensors, employees, agents and principals. COMPANY and PLAN
acknowledge and agree that their business relationship is non-exclusive and that
each of them, in event of any default by the other, is entitled to pursue any
available legal remedy against the other.
ARTICLE VII -- AHCCCS SUBCONTRACT PROVISIONS
COMPANY agrees to AHCCCS and ALTCS Subcontract Provisions in ATTACHMENT B.1 and
B.2.
ARTICLE VIII -- NON-WARRANTY
The parties do not warrant their respective right or power to enter into this
Agreement and if the same is declared null and void by court action initiated by
third persons, there shall be no liability to the other party by reason of such
action or by reason of this Agreement.
ARTICLE IX -- BOOKS AND RECORDS
COMPANY shall keep and maintain proper and complete books, records and accounts
and the same shall be open for inspection and audit by duly authorized
representative of COUNTY, and State at all reasonable times.
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ARTICLE X -- LICENSURE AND REGISTRATION
COMPANY shall obtain and keep current for the term of this Agreement any
license, registration or permit which shall be required by the State of Arizona.
Notification of granting or denial of the permit or license shall immediately be
sent to PLAN.
ARTICLE XI -- COMPLIANCE WITH ALL LAWS
COMPANY shall comply with all federal, state and local laws, rules, regulations,
standards and Executive Orders, without limitation to those designated within
this Agreement. The laws and regulations of the State of Arizona shall govern
the rights of the parties, the performance of this Agreement and any disputes
hereunder. Any action relating to this Agreement shall be brought in Pima
County, Arizona.
ARTICLE XII -- SEVERABILITY
If any provision of this Agreement is held invalid or unenforceable, the
remaining provisions shall continue valid and enforceable to the full extent
permitted by law. Any changes in the governing laws, rules, and regulations
during the term of this Agreement shall apply but do not require an Amendment.
ARTICLE XIII - NON-DISCRIMINATION
COMPANY shall not discriminate against any COUNTY employee, client or any other
individual in any way because of that person's age, race, sexual preference,
color, religion, sex, disability or national origin in the course of carrying
out COMPANY's duties pursuant to this Agreement. COMPANY shall comply with the
provisions of Executive Order 75-5.
ARTICLE XIV - AMERICANS WITH DISABILITIES ACT
COMPANY shall comply with all applicable provisions of the Americans With
Disabilities Act (P.L. 101-336, 42 USC, 12101 - 12213) and all applicable
federal regulations under the Act including 28 CFR, Parts 35 and 36.
ARTICLE XV - INSURANCE
COMPANY shall provide evidence of insurance as follows: Commercial General
Liability in the amount of THREE MILLION DOLLARS ($3,000,000.00) including
products and liability for completed operations. PIMA COUNTY is to be named as
an additional insured for all operations performed within the scope of the
contract between COUNTY and COMPANY. Evidence of statutory Worker's compensation
coverage must also be provided including FIVE-HUNDRED THOUSAND DOLLARS
($500,000) in employers liability. COMPANY will provide proof of automobile
liability insurance coverage for COMPANY employees officed at PLAN site. All
certificates of insurance must provide for guaranteed thirty (30) days written
notice of cancellation, non-renewal or material change. Any modifying language
in the insurance must be deleted.
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\ ARTICLE XVI - INDEMNIFICATION
COMPANY shall indemnify, defend and hold harmless COUNTY, its officers,
departments, employees and agents from and against any and all suits, actions,
legal or administrative proceeding, claims, demands or damages of any kind or
nature which result from any act or omission of COMPANY, its agents, employees
or anyone acting under its direction, control or on its behalf whether
intentional or negligent.
ARTICLE XVII - TERMINATION WITHOUT CAUSE
COUNTY may terminate this Agreement without cause upon the provision of thirty
(30) days prior written notice to COMPANY.
ARTICLE XVIII - TERMINATION FOR CAUSE
If in the judgment of either party to this Agreement, the other party does not
perform in accordance with the conditions of this Agreement, or is otherwise in
default of any provision of this Agreement, the party claiming non-performance
or default shall give written notice to the other party specifying the nature of
the non-performance or default. If the nonperformance or default is not
corrected within thirty (30) days after receipt of such written notice, or if
the non-performing or defaulting party fails to diligently pursue remedies for
corrections which require more than thirty (30) days to complete, the party
claiming nonperformance or default may terminate this Agreement. This Agreement
shall remain in force only as long as PLAN retains its AHCCCS and/or ALTCS
contracts with the State of Arizona.
COMPANY may terminate this Agreement and its obligations under this Agreement if
PLAN or third parties engaged by COUNTY or PLAN purposely alter, add, delete or
make any structural or technical modifications to the database without written
permission of the COMPANY.
ARTICLE XIX - RECOVERY OF COMPANY ASSETS
Upon expiration or termination of the Agreement for any reason, all copies of
QMACS(TM) Software and documentation, including but not limited to, database
schemas, all equipment and documentation used during execution of this Agreement
by COMPANY and in the possession of PLAN or COUNTY, and all third party software
utilized by COMPANY in the execution of its responsibilities under this
Agreement and in the possession of PLAN or COUNTY, shall be delivered promptly
to COMPANY within 30 days. PLAN shall certify in writing to COMPANY that all
software and hardware related items belonging to COMPANY and in the possession
of PLAN or COUNTY have been returned to the COMPANY.
ARTICLE XX - REMEDIES
Either party may pursue any remedies provided by law for the breach of this
Agreement. No right or remedy is intended to be exclusive of any other right or
remedy and each shall be
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cumulative and in addition to any other right or remedy existing at law or at
equity or by virtue of this Agreement.
ARTICLE XXI - CONTRACT EXTENSIONS
This Agreement may be extended for up to two (2) additional three (3) year
periods through a duly-executed amendment signed by both COMPANY and COUNTY, but
in no event is the Agreement to be interpreted as being subject to automatic
renewal.
ARTICLE XXII - NOTICES
Any notice required or permitted to be given under this Agreement shall be in
writing and served by certified mail upon the other party.
Notice to COMPANY shall be addressed and mailed as follows:
Chief Executive Officer
Digital Sciences Inc.
103 S. Southgate, Suite 1
Chandler, Arizona 85226
Telephone: (602) 940-6432
Fax: (602) 940-1388
Notice to COUNTY shall be addressed and mailed as follows:
Contracts Administrator
Pima Health System
5055 E. Broadway Blvd., A214
Tucson, Arizona 85711
Telephone: (520) 512-5611
Fax: (520) 790-6555
Any nonmaterial alteration that affects programmatic or financial provisions of
this Agreement shall be reported to PLAN Contracts Administrator, including;
1. Change of address.
2. Change of Authorized Signatory.
3. Change in the name or, address of the person to whom
notices are to be sent.
4. Change in the name of the company agency, where the
ownership of the Company remains the same.
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ARTICLE XXIII - NON-ASSIGNMENT
Any attempted assignment of this Agreement without the prior written consent of
the COUNTY shall be void. Such consent of COUNTY shall not be unreasonably
withheld. This Agreement shall be binding upon and inure to the benefit of the
parties to this Agreement and their respective successors and assigns.
ARTICLE XXIV - NON-WAIVER
Any failure of either party to insist on any one or more instances upon the full
and complete performance of any of the terms and provisions of this Agreement to
be performed on the part of the other, or to take any action permitted as a
result thereof, shall not be construed as a waiver or relinquishment of the
right to insist upon full and complete performance of the time, or any other
covenant or condition, either in the past or in the future. The acceptance by
either party of sums less than may be due and owing it at any time shall not be
construed as an accord and satisfaction.
ARTICLE XXV - CONFLICT OF INTEREST
This contract is subject to the provisions of A.R.S. 38-511.
ARTICLE XXVI - INDEPENDENT CONTRACTORS
The status of COMPANY shall be that of an independent contractor and COMPANY
shall not be considered an employee of COUNTY and shall not be entitled to
receive any fringe benefits associated with regular employment and shall not be
subject to the provisions of the Pima COUNTY Merit System. COMPANY shall be
responsible for payment of all federal, state and local taxes associated with
compensation received pursuant to this Agreement. COMPANY shall be responsible
for program development and operation without supervision of the COUNTY.
ARTICLE XXVIII - ENTIRE AGREEMENT
This Agreement consists of this document, including all attachments hereto and
COMPANY'S responses to RFP #002-95 and addenda, which are incorporated into this
Agreement by reference as it set forth in full herein. This Agreement may not be
modified, amended, altered or intended except through a written amendment signed
by the parties. COUNTY has determined that time is of the essence of this
Agreement.
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IN WITNESS WHEREOF, the parties hereby approve this Agreement.
PIMA COUNTY COMPANY
/s/ Paul G. Marsh /s/ A. Bruce Oliver
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Chairman, Board of Supervisors Digital Sciences Inc.
December 19, 1995 A. Bruce Oliver CEO
- ------------------------------------ -----------------------------------
Date Name and Title (please Print)
-----------------------------------
ATTEST:
/s/ Jane S. Williams
- ------------------------------------
Jane S. Williams, Clerk of the Board
APPROVED AS TO FORM:
/s/ [Illegible]
- ------------------------------------
Deputy County Attorney
REVIEWED AND APPROVED BY:
/s/ Chris Borkulis
- ------------------------------------
______ Administrator
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ATTACHMENT A
DIGITAL SCIENCES, INC.
C. REVISED SCHEDULE OF CHARGES
1. BASE FEE [Confidential treatment has been requested]
YEAR I YEAR II YEAR III
------ ------- --------
Minimum Minimum Minimum
Monthly Fee [****] Monthly Fee [****] Monthly Fee [****]
PMPM Fee - PLEASE SEE ATTACHMENT "A.1"
Minimum Minimum Minimum
Enrollment [****] Enrollment [****] Enrollment [****]
The above fees are on a per member per month (PMPM) basis, are for the
base period of three (3) years and are billed prospectively each month.
Members shall include all persons enrolled in the various PHS benefit
group populations as of the 1st day of each month. Minimum monthly fee
shall apply to a minimum enrollment level to guarantee a minimum
monthly payment. When enrollment exceeds the minimum threshold, PMPM
fee will apply to the total enrollment as projected in REP #002-95,
Section II.A.4.a.
Minimum Services That Must Be Included Within the Base Fee Will Include
But Are Not Limited to:
a. Monthly Access Fee for CPU Time
PLEASE SEE ATTACHMENT "A.1" - Included in base PMPM
b. Equipment and communication overhead at host end
PLEASE SEE ATTACHMENT "A.1" - Included in base PMPM
c. All Systems software
PLEASE SEE ATTACHMENT "A.1" - Included in base PMPM
d. Operational and technical support
PLEASE SEE ATTACHMENT "A.1"
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**** - Confidential Treatment Requested
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e. Remote printing of production reports
PLEASE SEE ATTACHMENT "A.1"
f. User services
PLEASE SEE ATTACHMENT "A.1"
g. 24 hour per day, seven (7) days per week on-line access
PLEASE SEE ATTACHMENT "A.1"
h. All regulatory interface and transmission requirements;
e.g., enrollment records, encounter data, etc.
PLEASE SEE ATTACHMENT "A.1"
i. List All Others
PLEASE SEE ATTACHMENT "A.1"
2. LIST COSTS FOR IMPLEMENTATION, CONVERSION AND DEVELOPMENT AS WELL AS
ALL OTHER COSTS NOT INCLUDED IN C.1. NECESSARY TO MEET THE REQUIREMENTS
CONTAINED IN THIS RFP. [Confidential treatment has been requested]
a. Conversion $ See Attachment "A.1"
-------------------
b. Implementation $ See Attachment "A.1"
-------------------
c. Development $ No Charge
-------------------
d. List all others $
-------------------
$
-------------------
$
-------------------
*TOTAL $ [****]
16
**** - Confidential Treatment Requested
17
*PROPOSER IS RESPONSIBLE FOR PROVIDING A TOTAL OF COSTS IN THIS SECTION
WHICH REFLECT ALL OF COSTS NOT INCLUDED IN THE PMPM BASE FEE. INDICATE
THE PERIOD OF AMORTIZATION OF THESE COSTS.
AMORTIZATION PERIOD 5 Months
- --------------------------------------------------------------------------------
3. THE FOLLOWING WILL BE APPLICABLE ONLY TO FUTURE, UNDETERMINED USER
REQUIRED MODIFICATION AND DEVELOPMENT SERVICES. THESE CHARGES WILL NOT
BE ASSOCIATED WITH THE TOTAL ABOVE, BUT WILL BE CONSIDERED IN CONTRACT
NEGOTIATIONS SUBSEQUENT TO RFP AWARD. INDICATE TIME AND CHARGES
SCHEDULES FOR:
a. Labor - PLEASE SEE ATTACHMENT "A.1"
b. OTHER
- --------------------------------------------------------------------------------
17
18
ATTACHMENT "A.1"
(DIGITAL SCIENCES, INC.)
BASE PMPM
[Confidential treatment has been requested]
YEARS 1, 2, 3
Minimum
Monthly Fee [****]
PMPM Fee Schedule:
[****] [****]
[****] [****]
[****] [****]
[****] [****]
Minimum
Enrollment [****]
ADDITIONAL CHARGES:
MONTHLY ACCESS FEE FOR CPU TIME
Included in base PMPM
EQUIPMENT AND COMMUNICATION OVERHEAD AT HOST END
Included in base PMPM
ALL SYSTEMS SOFTWARE
Included in base PMPM
OPERATIONAL AND TECHNICAL SUPPORT
Included in base PMPM, except for custom programming and reports as
noted below.
18
**** - Confidential Treatment Requested
19
REMOTE PRINTING OF PRODUCTION REPORTS
Included in base PMPM. Most report printing will occur on site.
USER SERVICES
24 hour per day, seven (7) days per week on-line access
Included in base PMPM
All regulatory interface and transmission requirements; e.g., enrollment
records, encounter data and AHCCCS and Federal Government compliance
enhancements and modification requirements. [Confidential Treatment Has Been
Requested]
Included in base PMPM
ALL OTHERS
Tape Transmission/Courier charges
Tape Transmissions are-included in the PMPM Fee
Courier Charges will be on a cost-pass thru basis as incurred.
Fees for acceptance and loading of electronic claims.
Included in bass PMPM
Fees for laser printing.
Included in base PMPM
COSTS FOR IMPLEMENTATION, CONVERSION AND DEVELOPMENT AS WELL AS ALL OTHER COSTS
NOT INCLUDED ABOVE NECESSARY TO MEET THE REQUIREMENTS. [Confidential treatment
has been requested]
Conversion/implementation [****]
$[****] payable on project start
$[****] per mouth on the first day of each mouth for four months
Cost from end of Conversion Phase to PHS Live date-50% of Minimum
monthly PMPM.
Custom Development beyond the scope of the RFP [****] per hour
Custom Reports [****] per hour
(First [****] in any month included in base PMPM).
19
**** - Confidential Treatment Requested
20
ATTACHMENT A.2.
TERM DEFINITION DELIVERABLES CONTRACT/RFP REFERENCE
- ---- ---------- ------------ ----------------------
contract date beginning date of contract signed contract
period 01/01/96
PROJECT START DATE initial conversion/ "Required from company prior to initial
"initial payment of this" implementation "payment of $25,000 payment:"
agreement (3G) $25,000 under this" agreement.
target date is 01/08/96
a written implementation and conversion Article II.D.
plan with dates and responsibilities of
company and plan for the inception of
charges in Attachment A.
samples of all existing QMACS reports Article II.E.
QMACS system installation for Article II.H.
test/training purposes
"database schema, data views, and Article II.I.
supporting documentation"
WITHIN 30 DAYS OF PROJECT deliverables required within 30 "initial QMACS, ad hoc report writing, Article II.J.
START DATE days of the project start date task manager," "crystal, electronic mail
as stated above training"
prior to company account deliverables required prior to plan to interview and provide input into Article II.F.
manager start date the target date for company the selection of the company account
account manager manager
plan and company to develop functional
job description of company account manager
plan to provide office space and furniture Article II.F.
company to install telephone for long Article II.F.
distance calls
begin data conversion conversion of data obtained from company and plan to install hardware and RFP
INC system to include, active software
and inactive provider, member,
enrollment, prior authorization staff training RFP
and claims data. Company
loading of tables including NDC, plan to obtain AHCCCS tape supplier
ICD-9, Procedure code, AHCCCS number and complete all necessary forms
fee for service pricing schedule. required for data exchange with AHCCCS
plan to provide personnel to assist with Article II.F.
data conversion
plan to provide company with data Article II.F.
conversion formats
plan to obtain conversion files Article II.F.
company and plan to test conversion
process
plan to assure quality of data to be Article II.F.
converted
company and plan to assure quality of Article II.F.
converted data
21
TERM DEFINITION DELIVERABLES CONTRACT/RFP REFERENCE
- ---- ---------- ------------ ----------------------
begin development projects begin meetings to identify, projects include but are not limited to:
prioritize, plan, develop and
implement all RFP requirements pharmacy interface Article II.O.
not currently functional in the
DSI system Kino Community Hospital UB-92 EDT Article II.Q.
on-line universal C claims processing RFP
on-line LTC UB-92 claims processing RFP
Community Services process RFP
monthly encounter tape submission DES RFP
risk pool accounting RFP
1099 reporting RFP
prior authorization editing to RFP
claims/episodic
FEBRUARY 1, 1996 target date full time company account manager located Article II.F.
at PHS site
begin payment of conversion/ Attachment A
implementation costs. $12,500 per month
on the first day of each month for four
months. (Total conversion/implementation
costs are $75,000)
DATA CONVERSION PHASE upon plan acceptance of remaining conversion/implementation costs Attachment A
COMPLETED converted active and inactive to be paid to DSI by plan. (Total
provider, member, enrollment, conversion/implementation costs are
prior authorization and claim $75,000).
data - production & warehoused,
tables, all company deliverables DSI "will charge 50% of its minimum BFO-DSI
as required in the RFP required monthly PMPM fee from" the time data
to date parallel processing will conversion phase is completed until PHS's
begin live date. During that timeframe, PHS
will utilize QMACS for "certain business
processes, parallel testing and
reporting."
company and plan to perform and complete
data exchange testing with AHCCCS
company and plan to begin testing of all
required reports and processes
company to implement emergency Article II.M.
communication system
_______ OF PARALLEL 100% PMPM payment target data is Required prior to 100% PMPM payments Article IV. BILLING
PROCESSING/EFFECTIVE DATE 07/01/96 begin:
time data conversion phase
complete (DSI Clarification will begin upon completion of all
pg. 1) critical business processes, parallel
testing, and required reports have been
completed AND
current NDC, ICD-9, procedure code and Article II.P.
AHCCCS FFS pricing tables
delivery of current system documentation Article II.N.
22
TERM DEFINITION DELIVERABLES CONTRACT/RFP REFERENCE
- ---- ---------- ------------ ----------------------
SYSTEM ACCEPTANCE plan approval and signoff on all reassignment of DSI account manager Article II.G.
plan acceptance of all RFP RFP requirements. duties (DSI intends to utilize the
requirements "(3G)" Final system acceptance target selected individual 100% for the initial
date is 12/31/96 stages of the PHS conversion and
implementation through a post production
period. RFP requirements.
Responsibilities may be delegated to
company subordinates to be supervised by
the account manager.)
23
ATTACHMENT B.1
ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM ADMINISTRATION
ALTCS Approved Minimum Subcontract Provisions
October, 1994
1.0 EVALUATION OF QUALITY, APPROPRIATENESS, OR TIMELINESS OF SERVICES
The Arizona Cost Containment System Administration (AHCCCSA) or the
U.S. Department of Health and Human Services may evaluate, through
inspection or other means, the quality, appropriateness or timeliness
of services performed by the Subcontractor under this subcontract.
2.0 RECORDS AND REPORTS
2.1 The Subcontractor shall maintain all forms, records, reports,
working papers used in the preparation of reports, files,
correspondence, financial statements, records relating to the
quality of care, medical records, prescription files,
statistical information and other records specified by
AHCCCSA, for purposes of audit and program management. The
Subcontractor shall comply with all specifications for record
keeping established by AHCCCSA. All books and records shall be
maintained to the extent and in such detail as will properly
reflect each service provided and all costs, direct and
indirect, of labor, materials, equipment, supplies and
services, and other costs and expenses of whatever nature for
which payment is made by the Program Contractor to the
Subcontractor. Such material shall be subject to inspection
and copying by the State, AHCCCSA and the U.S. Department of
Health and Human Services during normal business hours at the
place of business of the person or organization maintaining
the records.
2.2 The Subcontractor agrees to make available at the office of
the Subcontractor at all reasonable times during the period
set forth in subsection (3) below any of its records for
inspection, audit or reproduction by any authorized
representative of the State and the Federal Governments.
2.3 The Subcontractor shall preserve and make available all
records for a period of five (5) years from the date of final
payment under this subcontract except as provided in
paragraphs (a) and (b) below.
2.3.1 If this Subcontract is completely or partially
terminated, the records relating to the work
terminated shall be preserved and made available for
a period of five (5) years from the date of any such
termination.
24
2.3.2 Records which relate to disputes, litigations or the
settlement of claims arising out of the performance
of this Subcontract, or costs and expenses of this
Subcontract as to which exception has been taken by
the State shall be retained by the Subcontractor
until such disputes, litigation, claims or exceptions
have been disposed of.
2.3.3 If the time requirements for preservation, retention,
and availability of records conflict with
requirements of the Program Contractor, the period of
time which is longer shall apply.
2.3.4 The Subcontractor shall provide all reports requested
by AHCCCSA, and all information from its records
relating to the performance of this Subcontract which
the Administration may reasonably require. The
Subcontractor reporting requirements hereunder may
include but are not limited to timely and detailed
utilization statistics, information and reports. The
Subcontractor shall certify to its Contractor that it
has not engaged in conduct prohibited by Section
1228B of the Social Security Act (42 U.S.C.
1320a-7b).
3.0 Limitations on Billing and Collection Practices
The Subcontractor shall not submit a claim, demand, or otherwise
collect payment from a member or eligible person for ALTCS covered
services in excess of the amount paid to the provider by AHCCCSA or
Program Contractor. Subcontractor shall not bill, or attempt to collect
payment directly or through a collection agency from a person claiming
to be ALTCS eligible without first receiving verification from AHCCCSA
that the person was ineligible for ALTCS on the date of service, or
that services provided were not ALTCS covered services. This provision
shall not apply to patient contributions to the cost of services
delivered by nursing homes.
4.0 Assignment and Delegation of Rights and Responsibilities
No payment due the Subcontractor under this Subcontract may be assigned
without the prior approval of AHCCCSA. No delegation of the duties of
this Subcontract shall be valid unless prior written approval is
received from AHCCCSA.
5.0 AHCCCS Approval of Subcontracts and Amendments
This Subcontract is subject to prior approval by the Administration.
The Program Contractor shall notify AHCCCSA in the event of any
prospective amendment or termination during the term hereof. Any such
amendment or termination is subject to the prior approval by AHCCCSA.
Approval of the Subcontract may be rescinded by the AHCCCSA Director
for violation of federal or state laws or rules.
25
6.0 Subcontracts in Excess of $100,000
In the event that this Subcontract is for an amount in excess of
$100,000 during the prime term hereof, this subcontract shall be
subject to prior approval by the Health Care Financing Administration
of the U.S. Department of Health and Human Services.
7.0 Performance Representations
The Subcontractor, by execution of this Subcontract represents that it
has the ability, authority, skill, expertise and capacity to perform
the services specified hereunder in connection with this Program.
8.0 Subjection of Subcontract to other Contracts
The terms and conditions of this Subcontract shall be subject to the
terms of the Contract existing between the Program Contractor and
AHCCCSA for provision of covered services.
9.0 Awards of other contracts and Subcontracts
The Subcontractor specifically acknowledges that AHCCCSA may undertake
or award other contracts for additional work related to the work
performed by the Subcontractor, and that the Subcontractor shall fully
cooperate with such other Contractors and Subcontractors and State
employees, and carefully fit its own work to such other Contractor's or
Subcontractors' work. The Subcontractor shall not commit or permit any
act which will interfere with the performance of work by any other
Contractor, or Subcontractor or by State employees.
10.0 Indemnification by Subcontractor
The Subcontractor agrees to hold harmless the State, all State officers
and employees, AHCCCSA and all officers and employees of AHCCCSA and
all ALTCS members in the event of nonpayment by the Contractor to the
Subcontractor. The Subcontractor shall further indemnify and hold
harmless the State and AHCCCSA, and their agents, officers and
employees against all injuries, deaths, losses, damages, claims, suits,
liabilities, judgments, costs and expenses which may in any manner
accrue against the State or AHCCCSA, or their agents, officers or
employees, through the intentional conduct, negligence or omission of
the Subcontractor, its agents, officers, employees or contractors.
11.0 Maintenance of Requirements to do Business and Provide Services
The Subcontractor shall obtain and maintain all licenses, permits and
authority necessary to do business and render services under this
Subcontract, and, if applicable, shall comply
26
with all laws regarding safety, unemployment insurance, disability
insurance and worker's compensation.
12.0 Compliance with Laws and other Requirements
The Subcontractor shall comply with all federal, state and local laws,
rules, regulations, standards and executive orders, governing
performance of duties under this Subcontract, without limitation to
those designated within this Subcontract.
13.0 Compliance with Title XIX and A.R.S. Title 36, Chapter 29
The Subcontractor shall comply with provisions of federal laws and
regulations governing the Title XIX Program, except for those
requirements waived for the State by the Federal Government. The
Subcontractor shall comply with the provisions of Title 36, Chapter 29,
Arizona Revised Statutes, governing ALTCS and with all applicable rules
promulgated by the Administration.
14.0 Severability
If any provision of these standard subcontract terms and conditions is
held invalid or unenforceable, the remaining provisions shall continue
valid and enforceable to the full extent permitted by law.
15.0 Voidability of Subcontract
This Subcontract is voidable and subject to immediate termination by
the Administration upon the Subcontractor becoming insolvent or filing
proceedings in bankruptcy or reorganization under the United States
Code, or upon assignment or delegation of the Subcontract without
AHCCCSA's prior written approval.
16.0 Confidentiality Requirement
Confidential information shall be safeguarded pursuant to 42 C.F.R.
Part 431, Subpart F, A.R.S. Sections 41-1959 and 46-135, and ALTCS
Rules.
17.0 Grievance Procedures
The Subcontractor shall be subject to the same grievance procedures
against the AHCCCSA that exist and apply for the Program contractor.
18.0 Termination of Subcontract
AHCCCSA may, by written notice to the Subcontractor, terminate this
subcontract if it is found, after notice and hearing, by the State,
that gratuities in the form of entertainment, gifts, or otherwise were
offered or given by the Subcontractor, or any agent or
27
representative of the Subcontractor, to any officer or employee of the
State with a view towards securing a Subcontract or securing favorable
treatment with respect to the awarding or amending or the making of any
determinations with respect to the performing of such Subcontract;
provided, that the existence of the facts upon which the State makes
such findings shall be in issue and may be reviewed in any competent
court. If the Subcontract is terminated under this section, unless the
Subcontractor is a governmental agency, instrumentality or subdivision
thereof, the Administration shall be entitled to a penalty in addition
to any other damages to which it may be entitled by law, to exemplary
damages in the amount of three times the cost incurred by the
Subcontractor in providing any such gratuities to any such officer or
employee.
19.0 Prior Authorization and Utilization Review
The Program Contractor and Subcontractor shall develop, maintain and
use a system for Prior Authorization and Utilization Review which is
consistent with ALTCS Rules and the Program Contractor's policies.
20.0 Non-Discrimination Requirements
The Subcontractor shall comply with Title VII of the Civil Rights Act
of 1964, as amended, the Age Discrimination In Employment Act, State
Executive Order 75-5 and Federal Executive order 11246 which mandates
that all persons, regardless of race, color, religion, sex, age,
national origin or political affiliation, shall have equal access to
employment opportunities. If applicable, the Subcontractor shall comply
with Section 503 of the Rehabilitation Act of 1973, as amended which
prohibits discrimination in the employment or advancement of the
employment of qualified persons because of physical or mental handicap.
If applicable, the Subcontractor shall comply with Title VI of the
civil Rights Act of 1964, which prohibits the denial of benefits of or
participation in Contract services on the basis of race, color or
national origin. If applicable, the Subcontractor shall comply with the
requirement of Section 504 of the Rehabilitation Act of 1973, as
amended which prohibits discrimination on the basis of handicap in
delivering Contract Services.
21.0 Compliance with ALTCS Rules Relating to Audit and Inspection
The Subcontractor shall comply with all applicable ALTCS Rules relating
to the audit of the Subcontractor's records and the inspection of the
Subcontractor's facilities.
22.0 Certification of Truthfulness of Representations
By execution of this Subcontract, the Subcontractor and Program
Contractor certify to AHCCCSA that all representations set forth herein
are true to the best of their knowledge.
28
23.0 Conflict in Interpretation of Provisions
In the event of any conflict in interpretation between provisions of
the Subcontract and these ALTCS Approved Minimum Subcontract
Provisions, these ALTCS Approved Minimum Subcontract Provisions shall
govern.
24.0 Additional Subcontract Requirements
In addition to the above provisions, each Subcontract must contain the
following:
24.1 Full disclosure of the method and amount of compensation or
other consideration to be received by the Subcontractor.
24.2 Identification of the name and address of the Subcontractor.
24.3 Identification of the population, to include patient capacity,
to be covered by the Subcontractor.
24.4 The amount, duration and scope of medical services to be
provided, or for which compensation will be paid.
24.5 The term of the Subcontract including beginning and ending
dates, methods of extensions, termination and renegotiation
shall be included in Subcontract provision.
24.6 The specific duties of the Subcontractor relating to
coordination of benefits and determination of third-party
liability.
24.7 A description of the Subcontractor's patient, medical and cost
record keeping system.
24.8 Specification that the Subcontractor shall cooperate with
quality assurance programs and comply with the utilization
control and review procedures specified in 42 C.F.R. Part 456,
as implemented by the Administration.
24.9 A provision that the Subcontractor agrees to identify Medicare
and other third-party liability coverage and to seek such
Medicare or third-party liability' payment before submitting
claims to the Contractor.
24.10 A provision stating that a merger, reorganization or change in
ownership of a Subcontractor that is related or affiliated to
the Contractor shall constitute a contract amendment and shall
require prior approval of the Administration.
24.11 The Subcontractor shall include full disclosure of the method
and amount of compensation to be received by the
Subcontractor.
29
24.12 Procedures for enrollment or re-enrollment of the covered
population must be included.
24.13 A provision that the Subcontractor shall be fully responsible
for all tax obligations, Worker's Compensation Insurance, and
all other applicable insurance coverage obligations which
arise under this subcontract, for itself and its employees,
and that the Administration shall have no responsibility or
liability for any such taxes or insurance coverage.
24.14 Subcontractor shall obtain any necessary authorization from
the Contractor or AHCCCSA for services provided to ALTCS
eligible and/or enrolled members.
24.15 Subcontractor shall comply with encounter reporting and claims
submission requirements as described in the Subcontract.
25.0 Provisions Specific to Certain Providers
Provisions based on the following paragraphs shall be included in
Contractor's subcontracts where appropriate. These paragraphs are
specific to certain types of subcontracts. The Subcontractor shall
comply with applicable provisions specific to their provider
classification or service category:
25.1 Respiratory therapy services: To be a registered provider of
respiratory therapy, the individual shall meet the Respiratory
Therapist licensing standards set forth in A.R.S. Title 35,
Chapter 32.
25.2 Acute Care Providers: Subcontracts providing acute care
services must meet the following provisions:
25.2.1 ALTCS providers of hospital and medical care
services shall be registered with AHCCCSA.
25.2.2 Providers of hospital services shall be licensed
by the Arizona Department of Health Services, and
shall meet requirements set forth in 42 CFR Part
456 and Part 482.
25.2.3 Mental Health Provider: Subcontractors providing
mental health services must meet the
specifications described in the AHCCCS Mental
Health Policy Manual.
25.2.4 Provider Subcontract Standard: Subcontracts for
Early and Periodic Screening, Diagnosis and
Treatment (EPSDT) providers must include the
statement that the physician agrees to "provide
Early and Periodic Screening, Diagnosis, and
Treatment for all assigned members from
30
birth through age 20 years in accordance with
AHCCCS EPSDT periodicity schedule".
25.3 The provisions for all other long term care services can be found in
the ALTCS Program Management Manual, Attachment I.
26.0 Clinical Laboratory Improvement Amendment (CLIA)
26.1 In accordance with the Clinical Laboratory Improvement
Amendments of 1988 (CLIA), those subcontracts with providers
who perform laboratory services must have a CLIA certificate
of waiver or certificate of registration in order to legally
perform laboratory testing. This includes providers who are
one of the following:
26.1.1 A clinical laboratory;
26.1.2 A physician that provides in-office laboratory
services; or
26.1.3 Any other provider of laboratory services.
26.2 AHCCCSA will provide the effective dates and affected services
to the Program Contractor, as approved by HCFA. Different
effective dates may be applied to differing groups of
providers (i.e., a date may be specified for clinical
laboratories only). Upon the specified effective date of the
CLIA implementation for Arizona, if AHCCCSA does not have a
CLIA identification number on its records for these services,
the subcontractor's claims may be subject to recovery or
sanctions.
27. INSURANCE
Subcontractor shall maintain for the duration of this subcontract a
policy or policies of professional liability insurance, comprehensive
general liability insurance and automobile liability insurance in an
amount of at least $1,000,000 for each occurrence. Subcontractor agrees
that any insurance protection required by this subcontract, or
otherwise obtained by Subcontractor, shall not limit the responsibility
of Subcontractor to indemnify, keep and save harmless and defend the
state and AHCCCSA, their agents, officers and employees as provided
herein. Furthermore, Subcontractor shall be fully responsible for all
tax obligations, Worker's Compensation Insurance, and all other
applicable insurance coverage, for itself and its employees, and
AHCCCSA shall have no responsibility or liability for any such taxes or
insurance coverage.
31
ATTACHMENT B.2
ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM ADMINISTRATION
AHCCCS Approved Minimum Subcontract Provisions
October 1994
1. EVALUATION OF QUALITY, APPROPRIATENESS, OR TIMELINESS OF SERVICES
The Arizona Health Care Cost Containment System Administration
("AHCCCSA") or the U.S. Department of Health and Human Services may
evaluate, through inspection or other means, the quality,
appropriateness or timeliness of services performed by the
Subcontractor under this subcontract.
2. RECORDS AND REPORTS
The Subcontractor shall maintain all forms, records, reports, working
papers used in the preparation of reports, files, correspondence,
financial statements, records relating to the quality of care, medical
records, prescription files, statistical information and other records
specified by AHCCCSA, for purposes of audit and program management. The
Subcontractor shall comply with all specifications for record-keeping
established by AHCCCSA. All books and records shall be maintained to
the extent and in such detail as will properly reflect each service
provided and all net costs, direct and indirect, of labor, materials,
equipment, supplies and services, and other costs and expenses of
whatever nature for which payment is made by the Contractor to the
Subcontractor. Such material shall be subject to inspection and copying
by the State, AHCCCSA and the U.S. Department of Health and Human
Services during normal business hours at the place of business of the
person or organization maintaining the records.
The Subcontractor agrees to make available at the office of the
Subcontractor at all reasonable times during the periods set forth
below any of its records for inspection, audit or reproduction by any
authorized representative of the State or federal government.
The Subcontractor shall preserve and make available all records for a
period of five years from the date of final payment under this
subcontract except as provided in paragraphs (1) and (2) below.
(1) If this subcontract is completely or partially terminated, the
records relating to the work terminated shall be preserved and
made available for a period of five years from the date of any
such termination.
32
(2) If disputes, litigations or the settlement of claims arising
out of the performance of this subcontract, or costs and
expenses of this subcontract as to which exception has been
taken by the State are not disposed of within five years from
the date of final payment under this contract, the records
shall be retained by the Subcontractor until such disputes,
litigations, claims or exceptions have been disposed of.
The Subcontractor shall provide all reports requested by AHCCCSA, and
all information from its records relating to the performance of this
Subcontract which AHCCCSA may reasonably require. The Subcontractor
reporting requirements hereunder may include but are not limited to
timely and detailed utilization statistics, information and reports.
The Subcontractor shall certify to its Contractor that it has not
engaged in conduct prohibited by Section 1128B of the Social Security
Act (42 U.S.C. 1320A.-7B).
3. LIMITATIONS ON BILLING AND COLLECTION PRACTICES
The Subcontractor shall not bill or attempt to collect from any AHCCCS
member for providing any AHCCCS covered services except for co-payments
permitted by AHCCCS Rule R9-22-702.
4. ASSIGNMENT OF RIGHTS AND RESPONSIBILITIES
No payment due the Subcontractor under this subcontract may be assigned
without the prior approval of AHCCCSA. No assignment of the duties of
this subcontract shall be valid unless prior written approval is
received from AHCCCSA.
5. AHCCCSA APPROVAL OF SUBCONTRACTS, AMENDMENTS OR TERMINATIONS
This subcontract is subject to prior approval by AHCCCSA. Subcontractor
shall notify AHCCCSA in the event of any prospective amendment or
termination during the term hereof. Any such amendment or termination
is subject to the prior approval by AHCCCSA. Approval of the
Subcontract may be rescinded by the Director of AHCCCSA for violation
of federal or state laws or rules.
6. WARRANTY or SERVICES
The Subcontractor, by execution of this Subcontract, warrants that it
has the ability, authority, skill, expertise and capacity to perform
the services specified hereunder in connection with the AHCCCS Program.
33
7. SUBJECTION OF SUBCONTRACT
The terms of this Subcontract shall be subject to the applicable
material terms and conditions of the contract existing between
Contractor and AHCCCSA for provision of AHCCCS services.
8. COOPERATION OF SUBCONTRACTOR
The Subcontractor specifically acknowledges that AHCCCSA may undertake
or award other contracts for additional or related work to the work
performed by the Subcontractor, and that the Subcontractor shall fully
cooperate with such other Contractors and Subcontractors and State
employees, and carefully fit its own work to such other Contractors' or
Subcontractors' work. The Subcontractor shall not commit or permit any
act which will interfere with the performance of work by any other
Contractor, or Subcontractor or by State employees.
9. INDEMNIFICATION BY SUBCONTRACTOR
The Subcontractor agrees to hold harmless the State, all State officers
and employees, AHCCCSA and employees of AHCCCSA and all AHCCCS members
in the event of nonpayment by the Contractor to the Subcontractor. The
Subcontractor shall further indemnify and hold harmless the State and
AHCCCSA, and their agents, officers and employees against all injuries,
deaths, losses, damages, claims, suits, liabilities, judgments, costs
and expenses which may in any manner accrue against the State or
AHCCCSA, or their agents, officers or employees, through the
intentional conduct, negligence or omission of the Subcontractor, its
agents, officers, employees or Contractors.
10. MAINTENANCE OF LICENSING TO DO BUSINESS AND PROVIDE SERVICES
The Subcontractor shall obtain and maintain all licenses, permits and
authority necessary to do business and render services under this
Subcontract, and, if applicable, shall comply with all laws regarding
safety, unemployment insurance, disability insurance and worker's
compensation.
11. COMPLIANCE WITH LAWS AND OTHER REQUIREMENTS
The Subcontractor shall comply with all federal, state and local laws,
rules, regulations, standards and executive orders governing
performance of duties under this subcontract, without limitation to
those designated within this Subcontract.
12. COMPLIANCE WITH TITLE XIX AND A.R.S. Section 36-2901, ET SEQ.
The Subcontractor shall comply with provisions of federal laws and
regulations governing the Title XIX Program, except for those
requirements waived for the State by
34
the federal government. The Subcontractor shall comply with the
provisions of ARS S36-2901 et. seq., governing the Arizona Health Care
Cost Containment System and with all applicable rules promulgated by
AHCCCSA.
13. SEVERABILITY
If any provision of these standard subcontract terms and conditions is
held invalid or unenforceable, the remaining provisions shall continue
valid and enforceable to the full extent permitted by law.
14. VOIDABILITY OF SUBCONTRACT
This subcontract is voidable and subject to immediate termination by
AHCCCSA upon the Subcontractor becoming insolvent or filing proceedings
in bankruptcy or reorganization under the United States Code, or upon
assignment or delegation of the Subcontract without AHCCCSA's prior
written approval.
15. CONFIDENTIALITY REQUIREMENT
Confidential information shall be safeguarded pursuant to 42 CFR Part
431, Subpart F, ARS Sections 36-107, 36-2903, 41-1959 and 46-135,
and AHCCCS Rule R9-22-512.
16. GRIEVANCE PROCEDURES
Any grievances filed by the subcontractor shall be adjudicated in
accordance with AHCCCS Acute Care Rules, Article 8.
17. TERMINATION OF SUBCONTRACT
AHCCCSA may, by written notice to the Subcontractor, terminate this
subcontract if it is found, after notice and hearing by the State, that
gratuities in the form of entertainment, gifts, or otherwise were
offered or given by the Subcontractor, or any agent or representative
of the Subcontractor, to any officer or employee of the State agent
with a view towards securing a contract or securing favorable treatment
with respect to the awarding, amending or making of any determinations
with respect to the performing of such Subcontract; provided, that the
existence of the facts upon which the State makes such findings shall
be in issue and may be reviewed in any competent court. If the
subcontract is terminated under this section, unless the Contractor is
a governmental agency, instrumentality or subdivision thereof, AHCCCSA
shall be entitled to a penalty in addition to any other damages to
which it may be entitled by law and to exemplary damages in the amount
of three times the cost incurred by the Subcontractor in providing any
such gratuities to any such officer or employee.
35
18. PRIOR AUTHORIZATION/UTILIZATION REVIEW
Contractor and Subcontractor shall develop, maintain and use a system
for Prior Authorization and Utilization Review which is consistent with
AHCCCS Rules and the Contractor's policies.
19. NON-DISCRIMINATION REQUIREMENTS
The Subcontractor shall comply with Title VII of the Civil Rights Act
of 1964, as amended, the Age Discrimination In Employment Act, State
Executive Order 75-5 and Federal Executive order 11246 which mandates
that all persons, regardless of race, color, religion, sex, age,
national origin or political affiliation, shall have equal access to
employment opportunities. If applicable, the Subcontractor shall comply
with Section 503 of the Rehabilitation Act of 1973, as amended which
prohibits discrimination in the employment or advancement of the
employment of qualified persons because of physical or mental handicap.
If applicable, the Subcontractor shall comply with Title VI of the
Civil Rights Act of 1964, which prohibits the denial of benefits of, or
participation in covered services on the basis of race, color or
national origin. If applicable, the Subcontractor shall comply with the
requirement of Section 504 of the Rehabilitation Act of 1973, as
amended which prohibits discrimination on the basis of handicap in
delivering covered services.
20. COMPLIANCE WITH AHCCCSA RULES RELATING TO AUDIT AND INSPECTION
The Subcontractor shall comply with AHCCCSA Rule R9-22-403 relating to
the audit of the Subcontractor's records and the inspection of the
Subcontractor's facilities.
21. CERTIFICATION OF TRUTHFULNESS OF REPRESENTATION
By execution of this Subcontract, the Subcontractor and Contractor
certify to AHCCCSA that all representations set forth herein are true
to the best of their knowledge.
22. CONFLICT IN INTERPRETATION OF PROVISIONS
In the event of any conflict in interpretation between provisions of
the Subcontract and these AHCCCSA Standard Subcontract Terms and
Conditions, these AHCCCSA Standard Subcontract Terms and Conditions
shall govern.
23. ADDITIONAL SUBCONTRACT CONTENT REQUIREMENTS
In addition to the above provisions, each Subcontract must contain the
following:
a. Full disclosure of the method and amount of compensation or
other consideration to be received by the Subcontractor.
36
b. Identification of the name and address of the Subcontractor.
c. Identification of the population, to include patient capacity,
to be covered by the Subcontractor.
d. The amount, duration and scope of medical services to be
provided, or for which compensation will be paid.
e. The term of the Subcontract.
f. The specific duties of the Subcontractor relating to
determination of third-party liability and coordination of
benefits.
g. A description of the Subcontractor's patient medical record
and cost record keeping systems.
h. Participation requirements for Subcontractors regarding the
Quality Management/Utilization Management programs.
i. A provision that the Subcontractor agrees to identify Medicare
and other third-party liability coverage and to seek such
Medicare or third-party liability payment before submitting
claims to the Contractor.
24. REQUIREMENTS RELATING TO MERGER, REORGANIZATION, AND OWNERSHIP CHANGE
A merger, reorganization, or change in ownership of a Subcontractor
that is related or affiliated to the Contractor shall constitute a
contract amendment and shall require prior approval of AHCCCSA.
25. ENCOUNTER DATA REQUIREMENT
If Subcontractor does not bill Contractor for individual services,
(e.g., Subcontractor is capitated), Subcontractor shall submit
encounter data to the Contractor in a form acceptable to AHCCCA.
26. LABORATORY SERVICES
The Clinical Laboratory Improvement Amendment (CLIA) of 1988 requires
laboratories and other facilities that test human specimens to obtain
either a CLIA Waiver or CLIA Certificate in order to obtain
reimbursement from the Medicare and Medicaid (AHCCCS) programs. In
addition, they must meet all the requirements of 42 CFR 493, Subpart A.
37
To comply with these requirements, AHCCCSA requires all clinical
laboratories to provide verification of CLIA Licensure or Certificate
of Waiver during the provider registration process. Failure to do so
shall result in either a termination of an active provider ID number,
or denial of initial registration. These requirements apply to all
clinical laboratories.
Pass-through billing or other similar activities with the intent of
avoiding the above requirements are prohibited. Contractor may not
reimburse providers who do not comply with the above requirements.
27. INSURANCE
Subcontractor shall maintain for the duration of this subcontract a
policy or policies of professional liability insurance, comprehensive
general liability insurance and automobile liability insurance in an
amount of at least $1,000,000 for each occurrence. Subcontractor agrees
that any insurance protection required by this subcontract, or
otherwise obtained by Subcontractor, shall not limit the responsibility
of Subcontractor to indemnify, keep and save harmless and defend the
State and AHCCCSA, their agents, officers and employees as provided
herein. Furthermore, Subcontractor shall be fully responsible for all
tax obligations, Worker's Compensation Insurance, and all other
applicable insurance coverage, for itself and its employees, and
AHCCCSA shall have no responsibility or liability for any such taxes or
insurance coverage.
38
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39
ATTACHMENT C
CONFIDENTIALITY AGREEMENT
1. AGREEMENT
The undersigned Licensee has received and will receive access to
Licensor's Software Products and Information subject to the terms and conditions
set forth below.
2. DEFINITIONS
Licensor refers to Digital Sciences Inc. Licensee refers to Pima County
and its affiliates, the other party signing this Confidentiality Agreement.
Licensor Product refers to a software product and all documentation related
thereto created and produced by Licensor and its subsidiaries. Licensor
Information refers to all information, whether oral or written, manuals or
on-line documentation, relating to Licensor products and the business operations
(e.g. management, methods, finances, customers and business plans and
strategies) of Licensor and its subsidiaries, except such information which
Licensee documents (a) is or becomes generally known to Licensor's industry
through no fault of Licensee, (B) is already rightfully known by Licensee
through means other than disclosure by Licensor, (C)is rightfully received by
Licensee from a third party having no obligation of confidence regarding such
information, or (D) is independently developed by Licensee without breach of
this Confidentiality Agreement.
Licensor's use of particular information in its products and its
business operations is confidential, whether or not the particular information
is generally known, unless one of the exceptions applies to the fact of
Licensor's use of that particular information. A combination of information is
confidential, even if exceptions apply to parts of the combination, unless one
of the exceptions applies to the combination and its principles of operation and
its economic value.
3. ACKNOWLEDGMENTS
3.1 Licensor Products and all techniques, algorithms, data models,
stored procedures, schemas, and processes contained therein or any modification,
extraction, or extrapolation thereof are the property and trade secrets of
Licensor. The expression thereof is also protected under the Copyright laws. The
copyright notice on Licensor products does not imply unrestricted or public
access to these materials. No duplication, usage, disclosure, or publication
thereof, in whole or in part, for any purpose is permitted, except that which is
expressly permitted by this Confidentiality Agreement or other written agreement
with Licensor. All rights are reserved.
3.2 Licensor information is the property and trade secret of Digital
Sciences Inc.
40
3.3 Licensee acknowledges that any Licensor Products or Information
which may have been disclosed to Licensee prior to the Confidentiality Agreement
is subject to the terms and conditions herein.
3.4 This Confidentiality Agreement does not grant a license or any
other right to Licensor products or Information, except the disclosure rights
expressly set forth herein.
3.5 The provisions of this Confidentiality Agreement are in addition to
and not exclusive of any and all other obligations and duties of the Licensee
with respect to Licensor Products and Information, whether express or implied,
oral or written, in fact or in law.
3.6 For the sole purpose of Licensor enforcing this Confidentiality
Agreement through injunctive relief, Licensee acknowledges that the unauthorized
use or disclosure of Licensor Products or Information would cause irreparable
harm to Licensor. Such remedy shall not limit Licensor from pursuing any other
remedy, in law or in equity, available to Licensor for a breach or anticipatory
breach of this Confidentiality Agreement.
4. DISCLOSURE TERMS
4.1 Licensee shall hold in confidence all Licensor products and
Information which Licensee has received or Will receive, using at least the same
degree of care as Licensee exercises for its own trade secrets.
4.2 Licensee shall not use or disclose Licensor Products or information
which Licensee has received or will receive, without Licensor's prior written
approval, except as set forth in Sections 4.3 and 5.
4.3 Licensee may disclose appropriate portions of Licensor Products and
Information to such of Licensee's employees who have been informed of Licensee's
obligation to protect the intellectual property rights of Licensor and who have
a specific, legitimate need to access such portions of Licensor's Product and
Information. Licensee may copy the Licensor Product and Information as
reasonably necessary to accomplish such purpose with due regard for Licensee's
obligations herein (e.g. to limit use and disclosure and to return all copies).
4.4 Licensee shall notify Licensor of any potential breaches of
security. Licensee agrees to reproduce Licensor's copyright and proprietary
notices on all copies or transmissions of Licensor Products and information.
Licensee shall not remove or obscure any copyright or other proprietary notices
from Licensor Products or Information. Licensee shall not take any action
inconsistent with Licensor's intellectual property rights in the Licensor
Products. Licensee shall not take any action to reverse engineer-any Licensor
product or any part thereof. Licensee and standard reports generated from
QMACS(TM) software are specifically excluded from requirements of displaying
Copyright notices of Licensor.
41
5. DISCLOSURE REQUIRED BY LAW
5.1 If Licensee is ordered by a court or other governmental body of
competent jurisdiction to disclose Licensor Product information, Licensee shall
not be liable for disclosures required by such order if the Licensee reasonably
complies with the following requirements: (a) when Licensee becomes aware of
such an order or the possibility of such an order. Licensee shall immediately
notify Licensor by the most expedient means, (b) Licensee shall join a motion by
Licensor for an order protecting the confidentiality of Licensor Products or
Information, including a motion for leave to intervene by Licensor, and if an
issued order calls for immediate disclosure, Licensee shall immediately request
a stay of such order to permit Licensor to respond as set forth in
subparagraph(b).
6. TERMINATION
6.1 Within fifteen (15) days of notice or termination, Licensee agrees
to immediately return or destroy all copies of all Licensor Products and
Information as directed by Licensor and to provide written certification to
Licensor of having complied with Licensor's direction.
6.2 Licensee's obligations under this Confidentiality Agreement shall
continue for a period of five (5) years after termination.
7. GENERAL PROVISIONS
7.1 Governing Law. This Confidentiality Agreement shall be governed by
the laws of the State of Arizona, without regard to its choice of law
principles.
7.2 Modifications to agreement. Licensor and Licensee acknowledge that
neither has been induced into this Confidentiality Agreement by any condition,
representation, or warranty not set forth in this Confidentiality Agreement. Any
modifications to this Agreement are invalid unless confirmed in a writing which
states that it amends this Agreement and which is signed by an authorized
officer of Licensee and Licensor's President. Any subsequent agreements are
invalid unless confirmed in a writing which is signed by an authorized officer
of the Licensee and Licensor's President.
7.3 No Waiver. The failure of either party at any time to require
performance by the other party of any provision of the Confidentiality Agreement
shall in no way affect the right of such party to require performance of that
provision. Nor shall such failure be constructed as a waiver of any continuing
or succeeding breach of such provision, a wavier of the provision itself, or a
wavier of any right under this Confidentiality Agreement.
7.4 Partial Invalidity. If any provision of this Agreement is held
invalid, such invalidity shall not affect other provisions of this Agreement
which can be given effect without the invalid provisions. Provisions deemed to
be invalid shall be reformed to the minimum extent necessary to render them
valid at such time and, to the extent possible, in accordance with the original
intent of the parties. For example, it is the intention of the parties that, if
a court deems
42
any provision of this contract to be invalid because of the duration of such
provision or the area or matter covered thereby, such court shall reduce the
duration, area, or matter of such provision and, in its reduced form, such
provision shall be enforced.
7.5 Interpretation. "Include," "includes," and "including" shall be
interpreted as introducing a list of examples which do not limit the generality
of the concept they illustrate. "Modification" to the product includes
corrections to the product, additions to the product, and translations of the
product. "Intellectual property rights" refers to patent right, copyright, or
trade secret right
7.6 Notice. Any notice given pursuant to this Confidentiality Agreement
shall be in writing, shall state that it is a notice given pursuant to this
Confidentiality Agreement, and shall be sent by certified mail to the address
indicated below.
IN WITNESS WHEREOF, the parties hereto have caused this Confidentiality
Agreement to be written, and the persons sign on behalf of their respective
parties.
FOR LICENSEE: PIMA COUNTY, AZ FOR LICENSOR: DIGITAL SCIENCES INC.
Name: C.H. Huckelberry A. Bruce Oliver
By:
Title: County Administrator Chief Executive Officer
Address: 130 W. Congress St. 103 S. Southgate, Suite 1
Tucson, AZ Chandler, AZ 85226
Date:
Approval as to Form:
- --------------------------------
Deputy County Attorney
Reviewed and Approved by:
- --------------------------------
PHMS Administrator
43
PIMA COUNTY
PIMA HEALTH SYSTEM
CONTRACT AMENDMENT
1. CONTRACT 2. CONTRACT 3. EFFECTIVE DATE 4. SERVICE 01
AMENDMENT NUMBER OF AMENDMENT
- ------------------------------ ------------------------------ ------------------------------ ------------------------------
01 11-15-D-121149-0196 1/1/99 Out Source Information Systems
- ------------------------------ ------------------------------ ------------------------------ ------------------------------
5. CONTRACTOR/PROVIDER NAME & ADDRESS
Quality Care Solutions, Inc.
5030 E. Sunrise Drive
Phoenix, AZ 85044
- --------------------------------------------------------------------------------
6. PURPOSE:
A. To extend the term of the Agreement.
B. To amend Responsibilities.
C. To increase reimbursement ceiling.
D. To revise AHCCCS Subcontract Provisions.
E. To amend Attachment A.
F. To amend Attachment A.1.
G. To add the current 1997 AHCCCS Subcontract Provisions.
- --------------------------------------------------------------------------------
7. THE ABOVE REFERENCED CONTRACT IS HEREBY AMENDED AS FOLLOWS:
[Confidential treatment has been requested]
A. ARTICLE I - TERM The term of the Agreement is extended from January 1, 1999
through December 31, 2001.
B. ARTICLE II - RESPONSIBILITIES, SECTIONS F, G AND U Are deleted in their
entirety.
C. ARTICLE III - REIMBURSEMENT The contract reimbursement ceiling is increased
by $540,000 for a total contract reimbursement ceiling not to exceed $1,740,213.
D. ARTICLE VII - AHCCCS SUBCONTRACT PROVISIONS Is revised as follows:
COMPANY agrees to comply with all AHCCCS Subcontract Provisions contained in
ATTACHMENT B as updated by AHCCCSA.
E. ATTACHMENT A - C. REVISED SCHEDULE OF CHARGES, SECTION 1 "Base PMPM" is
replaced throughout with "Base/PMPM". The following Base Fee and PMPM Fee is
replaced as follows, and all other language remains unchanged:
1. BASE FEE - Minimum Monthly [****]
PMPM FEE - Applies if enrollment exceeds [****] Members, reference
Attachment "A.1".
F. ATTACHMENT A.1 "Base PMPM" is replaced throughout with "Base/PMPM". The
following Base PMPM is replaced as follows, and Additional Charges remains
unchanged:
BASE/PMPM
The following rates apply when PLAN operates on QMACS 2.0 Version without
any additional hardware purchased and maintained by COMPANY.
MINIMUM MONTHLY FEE: The Minimum Monthly fee paid to COMPANY by PLAN on the
first of each month shall be Fifteen Thousand Dollars ($15,000) beginning
with the first (1st) day of the month following the execution of Amendment
number one (1) and continuing through the termination date of this Agreement.
The PMPM Software License Fee shall be the greater of the Minimum Monthly Fee
or [****] Per Member Per Month (PMPM) up to [****] Members per Month, plus
1.75 Per Member Per Month (PMPM) [****] or more Members per Month.
The following rates apply when PLAN operates on QMAC 3.x or subsequent
version and COMPANY provides additional upgraded hardware:
MINIMUM MONTHLY FEE: The Minimum Monthly Fee paid to COMPANY by PLAN on the
first of each month shall be [****] beginning with the first (1st) day of the
month following the conversion to live operation of QMACS 3.x higher version
and continuing through the termination date of this Agreement.
The PMPM Software License Fee shall be the greater of the Minimum Monthly Fee
or the following PMPM Software License Fee to the respective level of the
Active Members.
$[****] Per Member Per Month (PMPM) from [****] members per month plus
$[****] Per Member Per Month (PMPM) from [****] members per month plus
1
**** - Confidential Treatment Requested
44
- ---------------------------------------------------------------------------------------------
1. CONTRACT 2. CONTRACT 3. EFFECTIVE DATE 4. SERVICE 01
AMENDMENT NUMBER OF AMENDMENT
01 11-15-D-121149-0196 1/1/99 Out Source Information Systems
- ---------------------------------------------------------------------------------------------
$[****] Per Member Per Month (PMPM) from [****] members per month plus
$[****] Member Per Month (PMPM) from Per [****] and up members per month
The above are cumulative up to the respective total number of PLAN's Active
Member enrollments being administered through the use of QMACS Software.
G. ATTACHMENT B.1 AND B.2 AHCCCS/ALTCS 1997 SUBCONTRACT PROVISIONS Are replaced
with the current Attachment B, 1997 AHCCCS Subcontract Provisions.
8. ALL OTHER ELEMENTS OF THIS AGREEMENT AS PREVIOUSLY CHANGED OR AMENDED REMAIN
UNCHANGED. IN WITNESS THEREOF, THE PARTIES HERETO SIGN THEIR NAMES IN
AGREEMENT.
PIMA COUNTY COMPANY:
/s/ /s/
- --------------------------------------- ------------------------------------
Chairman, Board of Supervisors Quality Care Solutions, Inc.
January 5, 1999
- ---------------------------------------
Date
ATTEST:
/s/
- ---------------------------------------
Clerk of the Board
APPROVED AS TO FORM: REVIEWED AND APPROVED BY:
/s/ /s/
- --------------------------------------- ------------------------------------
Deputy County Attorney PHMS Administrator
2
**** - Confidential Treatment Requested
45
ATTACHMENT A
ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM
AHCCCS AND ALTCS
MINIMUM SUBCONTRACT PROVISIONS
1997
1. EVALUATION OF QUALITY, APPROPRIATENESS, OR TIMELINESS OF SERVICES
The Arizona Health Care Cost Containment System Administration (AHCCCSA) or the
U.S. Department of Health and Human Services may evaluate, through inspection or
other means, the quality, appropriateness or timeliness of services performed
under this subcontract.
2. RECORDS AND REPORTS
The Subcontractor shall maintain all forms, records, reports and working papers
used in the preparation of reports, files, correspondence, financial statements,
records relating to quality of care, medical records, prescription files,
statistical information and other records specified by AHCCCSA for purposes of
audit and program management. The Subcontractor shall comply with all
specifications for record-keeping established by AHCCCSA. All books and records
shall be maintained to the extent and in such detail as shall properly reflect
each service provided and all net costs, direct and indirect, of labor,
materials, equipment, supplies and services, and other costs and expenses of
whatever nature for which payment is made to the Subcontractor. Such material
shall be subject to inspection and copying by the state, AHCCCSA and the U.S.
Department of Health and Human Services during normal business hours at the
place of business of the person or organization maintaining the records.
The Subcontractor agrees to make available at the office of the Subcontractor,
at all times reasonable times, any of its records for inspection, audit or
reproduction, by any authorized representative of the state or federal
governments.
The Subcontractor shall preserve and make available all records for a period of
five years from the date of final payment under this subcontract except as
provided in paragraphs a. and b. below:
a. If this subcontract is completely or partially terminated, the
records relating to the work terminated shall be preserved and made
available for a period five years from the date of any such
termination.
b. Records which relate to disputes, litigation or the settlement of
claims arising out of the performance of this subcontract, or costs
and expenses of this subcontract to which
1
46
exception has been taken by the state, shall be retained by the
Subcontractor until such disputes, litigation, claims or exceptions have
been disposed of.
The Subcontractor shall provide all reports requested by AHCCCSA, and all
information from records relating to the performance of the Subcontractor which
AHCCCSA may reasonably require. The Subcontractor reporting requirements may
include, but are not limited to, timely and detailed utilization statistics,
information and reports.
The Subcontractor shall certify to the Contractor that it has not engaged in
conduct prohibited by Section1128B of the Social Security Act (42 USC 1320a-7b).
3. LIMITATIONS ON BILLING AND COLLECTION PRACTICES
The Subcontractor shall not bill, nor attempt to collect payment directly or
through a collection agency from a person claiming to be AHCCCS eligible without
first receiving verification from AHCCCSA that the person was ineligible for
AHCCCS on the date of service, or that services provided were not AHCCCS covered
services. This provision shall not apply to patient contributions to the cost of
services delivered by nursing homes.
4. ASSIGNMENT AND DELEGATION OF RIGHTS AND RESPONSIBILITIES
To payment due the Subcontractor under this subcontract may be assigned without
the prior approval of AHCCCSA. No assignment or delegation of the duties of this
subcontract shall be valid unless prior written approval is received from
AHCCCSA.
5. APPROVAL OF SUBCONTRACTS, AMENDMENTS OR TERMINATIONS
This subcontract is subject to prior approval by AHCCCSA. The Contractor shall
notify AHCCCSA in the event of any proposed amendment or termination during the
term hereof. Any such amendment or termination is subject to the prior approval
of AHCCCSA. Approval of the subcontract may be rescinded by the Director of
AHCCCSA for violation of federal or state laws or rules.
6. WARRANTY OF SERVICES
The Subcontractor, by execution of this subcontract, warrants that it has the
ability, authority, skill, expertise and capacity to perform the services
specified in this contract.
7. SUBJECTION OF SUBCONTRACT
The terms of this subcontract shall be subject to the applicable material terms
and conditions of the contract existing between the Contractor and AHCCCSA for
the provision of covered services.
2
47
8. AWARDS OF OTHER SUBCONTRACTS
AHCCCSA and/or the Contractor may undertake or award other contracts for
additional or related work to the work performed by the Subcontractor and the
Subcontractor shall fully cooperate with such other contractors, subcontractors
or state employees. The Subcontractor shall not commit or permit any act which
will interfere with the performance of work by any other contractor,
subcontractor or state employee.
9. INDEMNIFICATION BY SUBCONTRACTOR
The Subcontractor agrees to hold harmless the state, all state officers and
employees, AHCCCSA and other appropriate state agencies, and all officers and
employees of AHCCCSA and all AHCCCS eligible persons in the event of nonpayment
to the Subcontractor. The Subcontractor shall further indemnify and hold
harmless the state, AHCCCSA, other appropriate state agencies, AHCCCS
contractors, and their agents, officers and employees against all injuries,
deaths, losses, damages, claims, suits, liabilities, judgments, costs and
expenses which may, in any manner accrue against the State, AHCCCSA or its
agents, officers or employees, or AHCCCS contractors, through the intentional
conduct, negligence or omission of the Subcontractor, its agent, officers or
employees.
10. MAINTENANCE OF REQUIREMENTS TO DO BUSINESS AND PROVIDE SERVICES
The Subcontractor shall be registered with AHCCCSA and shall obtain and maintain
all licenses, permits and authority necessary to do business and render service
under this subcontract and, where applicable, shall comply with all laws
regarding safety, unemployment insurance, disability insurance and worker's
compensation.
11. COMPLIANCE WITH LAWS AND OTHER REQUIREMENTS
The Subcontractor shall comply with all federal, State and local laws, rules,
regulations, standards and executive orders governing performance of duties
under this subcontract, without limitation to those designated within this
subcontract.
12. SEVERABILITY
If any provision of these standard subcontract terms and conditions is held
invalid or unenforceable, the remaining provisions shall continue valid and
enforceable to the full extent permitted by law.
13. VOIDABILITY OF SUBCONTRACT
This subcontract is voidable and subject to immediate termination by AHCCCSA
upon the Subcontractor becoming insolvent or filing proceedings in bankruptcy or
reorganization under the United States Code, or upon assignment or delegation of
the subcontract without AHCCCSA's prior written approval.
3
48
14. CONFIDENTIALITY REQUIREMENT
Confidential information shall be safeguarded pursuant to 42 CFR Part 431,
Subpart F, ARS Section36-107, 36-2903, 41-1959 and 46-135, and AHCCCS and/or
ALTCS Rules.
15. GRIEVANCE PROCEDURES
Any grievances filed by the Subcontractor shall be adjudicated in accordance
with AHCCCS Rules.
16. TERMINATION OF SUBCONTRACT
AHCCCSA may, by written notice to the Subcontractor, terminate this subcontract
if it is found, after notice and hearing by the State, that gratuities in the
form of entertainment, gifts, or otherwise were offered or given by the
Subcontractor, or any agent or representative of the Subcontractor, to any
officer or employee of the State with a view towards securing a contract or
securing favorable treatment with respect to the awarding, amending or the
making of any determinations with respect to the performance of the
Subcontractor; provided, that the existence of the facts upon which the state
makes such findings shall be in issue and may be reviewed in any competent
court. If the subcontract is terminated under this section, unless the
Contractor is a governmental agency, instrumentality or subdivision thereof,
AHCCCSA shall be entitled to a penalty, in addition to any other damages to
which it may be entitled by law, and to exemplary damages in the amount of three
times the cost incurred by the Subcontractor in providing any such gratuities to
any such officer or employee.
17. PRIOR AUTHORIZATION AND UTILIZATION REVIEW
The Contractor and Subcontractor shall develop, maintain and use a system for
Prior Authorization and Utilization Review which is consistent with AHCCCS Rules
and the Contractor's policies.
18. NON-DISCRIMINATION REQUIREMENTS
If applicable, the Subcontractor shall comply with:
a. The Equal Pay Act of 1963, as amended, which prohibits sex
discrimination in the payment of wages to men and women performing
substantially equal work under similar working conditions in the same
establishment.
b. Titled VI of the Civil Rights Act of 1964, as amended, which
prohibits the denial of benefits of, or participation in, contract
services on the basis of race, color, or national origin.
4
49
c. Title VII of the Civil Rights Act of 1964, as amended which prohibits
private employers, state and local governments, and educational
institutions from discriminating against their employees and job
applicants on the basis of race, religion, color, sex, or national
origin.
d. Title I of the Americans with Disabilities Act of 1990, as amended,
which prohibits private employers and state and local governments
from discriminating against job applicants and employees on the basis
of disability.
e. The Civil Rights Act of 1991, which reverses in whole or in part,
several recent Supreme Court decisions interpreting Title VII.
f. The Age Discrimination in Employment Act (ARS Title 41-1461, et
seq.); which prohibits discrimination based on age.
g. State Executive Order 75-5 and Federal Order 11246 which mandates
that all persons, regardless of race, color, religion, sex, age,
national origin or political affiliation, shall have equal access to
employment opportunities.
h. Section 503 of the Rehabilitation Act of 1973, as amended, which
prohibits discrimination in the employment or advancement of the
employment of qualified persons because of physical or mental
handicap.
i. Section 504 of the Rehabilitation Act of 1973, as amended, which
prohibits discrimination on the basis of handicap in delivering
contract services.
19. COMPLIANCE WITH AHCCCS RULES RELATING TO AUDIT AND INSPECTION
The Subcontractor shall comply with all applicable AHCCCS Rules and Audit Guide
relating to the audit of the Subcontractor's records and the inspection of the
Subcontractor's facilities. If the Subcontractor is an inpatient facility, the
Subcontractor shall file uniform reports and Title XVIII and Title XIX cost
reports with AHCCCSA.
20. CERTIFICATION OF TRUTHFULNESS OF REPRESENTATION
By signing this subcontract, the Subcontractor certifies that all
representations set forth herein are true to the best of its knowledge.
21. CERTIFICATION OF COMPLIANCE - ANTI-KICKBACK AND LABORA-TORY TESTING
By signing this subcontract, the Subcontractor certifies that is has not engaged
in any violation of the Medicare Anti-Kickback statute 42 USC
SectionSection1320a-7b) or the "Stark I" and "Stark II" laws governing
related-entity referrals (PL 101-239 and PL 101-432) and compensation therefrom.
If the Subcontractor provides laboratory testing, it certifies that it has
complied with 42 CFR
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Section411.361 and has sent to AHCCCSA simultaneous copies of the information
required by that rule to be sent to the Health Care Financing Administration.
22. CONFLICT IN INTERPRETATION OF PROVISIONS
In the event of any conflict in interpretation between provisions of this
subcontract and the AHCCCS Minimum Subcontract Provisions, the latter shall take
precedence.
23. ENCOUNTER DATA REQUIREMENT
If the Subcontractor does not bill the Contractor (e.g., Subcontractor is
capitated), the Subcontractor shall submit encounter data to the Contractor in a
form acceptable to AHCCCSA.
24. CLINICAL LABORATORY IMPROVEMENT AMENDMENTS OF 1988
The Clinical Laboratory Improvement Amendment (CLIA) of 1988 requires
laboratories and other facilities that test human specimens to obtain either a
CLIA Waiver or CLIA Certificate in order to obtain reimbursement from the
Medicare and Medicaid (AHCCCS) programs.
In addition, they must meet all the requirements of 42 CFR 493, Subpart A.
To comply with these requirements, AHCCCSA requires all clinical laboratories to
provide verification of CLIA Licensure or Certificate of Waiver during the
provider registration process. Failure to do so shall result in either a
termination of an active provider ID number or denial of initial registration.
These requirements apply to all clinical laboratories.
Pass-through billing or other similar activities with the intent of avoiding the
above requirements are prohibited. Contractor may not reimburse providers who do
not comply with the above requirements.
25. INSURANCE
[THIS PROVISION APPLIES ONLY IF THE SUBCONTRACTOR PROVIDES SERVICES DIRECTLY TO
AHCCCS MEMBERS]
The Subcontractor shall maintain for the duration of this subcontract a policy
or policies of professional liability insurance, comprehensive general liability
insurance and automobile liability insurance. The Subcontractor agrees that any
insurance protection required by this subcontract, or otherwise obtained by the
Subcontractor, shall not limit the responsibility of Subcontractor to indemnify,
keep and save harmless and defend the State and AHCCCSA, their agents, officers
and employees as provided herein. Furthermore, the Subcontractor shall be fully
responsible for all tax obligations, Worker's Compensation Insurance, and all
other applicable insurance coverage, for itself and its employees, and AHCCCSA
shall have no responsibility or liability for any such taxes or insurance
coverage.
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26. FRAUD AND ABUSE
If the Subcontractor discovers, or is made aware, that an incident of potential
fraud or abuse has occurred, the Subcontractor shall report the incident to the
Program Contractor, who shall proceed in accordance with the AHCCCS Health Plans
and Program Contractors Policy for Prevention, Detection and Reporting of Fraud
and Abuse. Incidents involving potential member eligibility fraud should be
reported to AHCCCSA, Office of Managed Care, Member Fraud Unit. All other
incidents of potential fraud should be reported to AHCCCSA, Office of the
Director, Office of Program Integrity. (See AHCCCS Rule R9-22-511.)
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