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SUBSTITUTE AGREEMENT BETWEEN THE ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM

Consulting Services Agreement

SUBSTITUTE AGREEMENT BETWEEN THE
ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM
 | Document Parties: IASIS HEALTHCARE LLC You are currently viewing:
This Consulting Services Agreement involves

IASIS HEALTHCARE LLC

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Title: SUBSTITUTE AGREEMENT BETWEEN THE ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM
Date: 2/13/2007

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Exhibit 10.1

SUBSTITUTE AGREEMENT BETWEEN THE
ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM
ADMINISTRATION AND
Health Choice Arizona FOR
THE IMPLEMENTATION OF EXECUTIVE ORDER 2006-01

          Whereas Governor Janet Napolitano issued Executive Order 2006-01 on January 13, 2006 regarding supplementing Medicare Drug Coverage for dual eligible persons during the Medicare Part D transition, and amended it with Executive Order 2006-02 and 2006-05 (copies attached hereto);

          Whereas, the United States Department of Health & Human Service, Center for Medicare and Medicaid Services (“CMS”) has approved a Section 402 Demonstration Application for Reimbursement of State Costs for Provision of Part D Drugs (Attachment B) the terms of which were extended to include Part D drugs dispensed to dual eligibles through March 31, 2006;

          Whereas Health Choice Arizona (hereinafter “Contractor”) currently is under contract with the Arizona Health Care Cost Containment System Administration (hereinafter “AHCCCS”) to serve as a managed care entity pursuant to A.R.S. § 36-2906 and/or A.R.S. § 36-2940 (hereinafter “the AHCCCS MCO Contract”);

          Whereas Contractor is desirous of assisting the AHCCCS with the implementation of Executive Order 2006-01, 2006-02 and 2006-05;

          Whereas AHCCCS intends to execute identical agreements with all entities that currently have an AHCCCS MCO Contract;

          Therefore, the parties have agreed to enter into and be mutually bound by the following terms and conditions;

 

1.

 

SCOPE OF WORK–

 

a.

 

Contractor agrees to coordinate with pharmacies to provide medically necessary prescription medications for its dually eligible members under the terms and conditions described in Executive Order 2006-01.

 

 

 

 

 

b.

 

Contractor agrees to reimburse pharmacies for the cost of medically necessary medications which are provided to its dually eligible members under the terms and conditions described in Executive Order 2006-01.

 

 

 

 

 

c.

 

Contractor shall provide data to AHCCCS, at such reasonable times and in such format as requested by AHCCCS, to facilitate reimbursement for medication costs incurred during the implementation of Executive Order 2006-01.

 


 

 

d.

 

The scope of coverage of the medications covered by this agreement shall be the same as the scope of coverage the Contractor provided to its dually eligible members under its AHCCCS MCO Contract prior to January 1, 2006.

 

2.

 

REIMBURSEMENT - On or before March 31, 2007, AHCCCS shall reimburse the Contractor for the Contractor’s expenditures under this Agreement using federal funds made available to AHCCCS through the Secretary’s Section 402 Demonstration authority and, to the extent necessary, funds transferred to AHCCCS pursuant to A.R.S. § 36-797 under Executive Order 2006-01;

 

 

a.

 

provided however, in the event that total expenditures reported by all entities that have entered into agreements identical to this Agreement exceeds the total of all sums transferred to AHCCCS pursuant to the Section 402 Demonstration authority and Executive Order 2006-01, AHCCCS shall make reasonable efforts to obtain an Executive Order to transfer additional funds sufficient to reimburse all participating entities;

 

 

 

 

 

b.

 

provided further however, that in the event the total expenditures reported by all participating entities is insufficient to fully reimburse all participating entities, all participating entities, including the Contractor, agree to reimbursement from funds transferred to AHCCCS pursuant to A.R.S. § 36-797 on a pro rata basis for those services not reimbursed under the Section 402 Demonstration authority.

 

3.

 

SUBSTITUTE AGREEMENT - Contractor acknowledges that this agreement is a substituted contract for the Agreement between AHCCCS and the Contractor for the implementation of Executive Order 2006-01 and Contractor accepts this substitute agreement in satisfaction of the AHCCCS duty under that prior agreement. Contractor acknowledges further that the additional reimbursement available through the Section 402 Demonstration serves as adequate consideration for this substitute agreement.

 

 

 

 

 

4.

 

TERMINATION FOR CONFLICT OF INTEREST- AHCCCSA may cancel this contract without penalty or further obligation if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of AHCCCSA is, or becomes at any time while the contract or any extension of the contract is in effect, an employee of, or a consultant to, any other party to this contract with respect to the subject matter of the contract. The cancellation shall be effective when the Contractor receives written notice of the cancellation unless the notice specifies a later time.

 


 

 

5.

 

TERMINATION FOR CONVENIENCE - AHCCCSA reserves the right to terminate the contract in whole or in part at any time for the convenience of the State without penalty or recourse. The Contracting Officer shall give written notice by certified mail, return receipt requested, to the Contractor of the termination at least 10 days before the effective date of the termination. The Contractor shall be entitled to receive just and equitable compensation for work in progress, work completed and materials accepted before the effective date of the termination.

 

 

 

 

 

6.

 

TERMINATION FOR DEFAULT - AHCCCSA reserves the right to terminate this contract in whole or in part due to the failure of the Contractor to comply with any term or condition of the contract or failure to take corrective action as required by AHCCCSA to comply with the terms of the contract. The Contracting Officer shall mail written notice of the termination and the reason(s) for it to the Contractor by certified mail, return receipt requested. Upon termination under this paragraph, all documents, data, and reports prepared by the Contractor under the contract shall be delivered to AHCCCSA on demand.

 

 

 

 

 

7.

 

RELATIONSHIP OF PARTIES - The Contractor under this contract is an independent contractor. Neither party to this contract shall be deemed to be the employee or agent of the other party to the contract.

 

 

 

 

 

8.

 

GENERAL INDEMNIFICATION - The Contractor shall defend, indemnify and hold harmless the State from any claim, demand, suit, liability, judgment and expense (including attorney’s fees and other costs of litigation) arising out of or relating to injury, disease, or death of persons or damage to or loss of property resulting from or in connection with the negligent performance of this contract by the Contractor, its agents, employees, and subcontractors or anyone or whom the Contractor may be responsible. The obligations, indemnities and liabilities assumed by the Contractor under this paragraph shall not extend to any liability caused by the negligence of the State or its employees. The Contractor’s liability shall not be limited by any provisions or limits of insurance set forth in this contract. The State shall reasonably notify the Contractor of any claim for which it may be liable under this paragraph. The Administration shall bear no liability for subcontracts that a Contractor executes with other parties for the provision of administrative or management services, medical services or covered health care services, or for any other purposes.

 

 

 

 

 

9.

 

THIRD PARTY ANTITRUST VIOLATIONS - The Contractor assigns to the State any claim for overcharges resulting from antitrust violations to the extent that those violations concern materials or services supplied by third parties to the Contractor toward fulfillment of this contract.

 


 

 

10.

 

NON-DISCRIMINATION - The Contractor shall comply with State Executive Order No. 99-4, which mandates that all persons, regardless of race, color, religion, sex, national origin or political affiliation, shall have equal access to employment opportunities, and all other applicable Federal and state laws, rules and regulations, including the Americans with Disabilities Act and Title VI. The Contractor shall take positive action to ensure that applicants for employment, employees, and persons


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