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;
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a.
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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.
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b.
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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.
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c.
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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.
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d.
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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.
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2.
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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;
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a.
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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;
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b.
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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.
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3.
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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.
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4.
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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.
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5.
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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.
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6.
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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.
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7.
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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.
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8.
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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.
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9.
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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.
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10.
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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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