Service Agreement to:
No: CHiR-2017-XXXX
Title:
Center for Health Information& Research
Mail Code 9020
502 E Monroe Street, Suite C320
Phoenix, AZ 85004
Phone: 602.496.2009
Email:
Website:
SERVICE AGREEMENT
THIS AGREEMENT is made and entered into by and betweenClick here to enter text., (hereinafter called "Purchaser"), and the Arizona Board of Regents for and on behalf of Arizona State University, Center for Health Information & Research (hereinafter called "CHiR").
WHEREAS Purchaser desires that CHiR perform the service of Click here to enter text. as described in the scope of work attached hereto and incorporated herein as Exhibit A, and CHiR desires to perform such services upon and subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, the parties agree as follows:
ARTICLE I. SCOPE OF WORK. CHiR shall use all reasonable efforts to perform the services and deliver any reports or other items specified in Exhibit A attached hereto.
ARTICLE II. PROJECT LEADER. CHiR shall provide a project leader for work under this Agreement.
ARTICLE III. PERIOD OF PERFORMANCE. This Agreement shall begin when all approvals for data usage and Arizona State University Institutional Review Board approval as described in the attached Exhibit A are received or onClick here to enter a date., whichever date is later, and shall terminate onClick here to enter a date.. This Agreement may be modified or extended at any time by mutual written consent of both parties.
ARTICLE IV. SPECIAL PROVISIONS.
Compensation. Purchaser shall pay CHiR in an amount not to exceed $Click here to enter text.upon receipt of an invoice(s) for CHiR's services hereunder.
Invoices are due and payable within 30 days. CHiR reserves the right to subject invoices not paid within thirty (30) days of the invoice date to a 1% per month late fee on the unpaid balance for any amounts not in dispute. CHiR reserves the right to discontinue the services if Purchaser fails to make payments within 30 days of receipt of invoice.
In the event of non-payment, CHiR may terminate all further work on the project and seek full payment from the Purchaser for all work performed and all expenses incurred including allocable cost, pursuant to the termination clause of this agreement including the collection of payment.
Should it become necessary for CHiR to commence collection proceedings or retain an attorney to enforce any of the terms of this Agreement, the Purchaser shall pay attorneys’ fees and the costs of collection incurred by CHiR.
Please make checks payable to: Arizona State University.
Please send checks or paper remittance advices (including overnight courier) to:
Center for Health Information & Research
Arizona State University – Mail Code 8120
502 E. Monroe Street, Suite C320
Phoenix, AZ 85004
Questions regarding payment should be directed to the person issuing the invoice or to .
Invoices shall be mailed to the Purchaser contact identified in Article IV. Special Provisions, 3. Notices provision.
Publications. CHiR recognizes that the results of work performed under this Agreement are proprietary and will be made available only to the Purchaser. Purchaser agrees that CHiR and its employees and students engaged in work under this Agreement shall be free to publicly acknowledge the existence of this contractual relationship with the Purchaser, but may not present and/or publish the results and methods of such work at symposia, professional meetings, journals, theses, dissertations, and other documents or venues without the written approval of the Purchaser.
Citing Results. Purchaser agrees to cite the Arizona Health Care Cost Containment System (AHCCCS), the Arizona Department of Health Services (ADHS), or other data sourceasthesourceofthedatainalltables,reports,presentations,and scientificpapers,and CHiR oritscorresponding authorsshall becitedasthe source ofinterpretations,calculations, and/or manipulationsofthedata.
Sample Cite
Data Source: Arizona Health Care Cost Containment System, 2017.
Note: The Center for Health Information & Research is the source for all data processing, calculations, and analysis.
Notices. All notices under this Agreement given by either party to the other shall be in writing and shall be sent by U.S. Postal Service, first class, facsimile or e-mail. Addresses are as follows:
For CHiR: Center for Health Information & Research
Arizona State University – Mail Code 9020
502 E. Monroe Street, Suite C320
Phoenix, AZ 85004
E-mail: | Phone:(602) 496-2009|Fax:(602) 496-2020
For Purchaser:
E-mail:Phone: Fax:
Financial Contact:
E-mail: Phone: Fax:
ARTICLE V. GENERAL PROVISIONS.
Entire Agreement. This Agreement embodies the entire understanding of the parties and supersedes any other agreement or understanding between the parties relating to the subject matter. The parties agree that should any part of this Agreement be held to be invalid or void, the remainder of the Agreement shall remain in full force and effect and shall be binding upon the parties.
Waivers. No waiver, amendment or modification of this Agreement shall be valid or binding unless written and signed by the parties. Waiver by either party of any breach or default of any clause of this Agreement by the other party shall not operate as a waiver of any previous or future default or breach of the same or different clause of this Agreement.
Assignment. Neither party may assign any rights hereunder without the express, written, prior consent of both parties. Any attempted assignment in violations of this provision will be null and void. Subject to the foregoing, this Agreement will be binding upon the permitted successors and permitted assigns or other permitted transferees of the parties.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona.
Cancellation for Nonappropriations. The parties recognize that performance by CHiR depends upon appropriation of funds by the State Legislature of Arizona. If the Legislature fails to appropriate the necessary funds, or if CHiR's appropriation is reduced during the fiscal year, CHiR may reduce the scope of this Agreement if appropriate or cancel this Agreement without further duty or obligation. CHiR agrees to notify Purchaser as soon as reasonably possible after CHiR knows of the loss of funds.
Conflict of Interest. This Agreement is subject to the provisions of A.R.S. 38-511. The State of Arizona may cancel this Agreement if any person significantly involved in negotiating, drafting, securing or obtaining this Agreement for or on behalf of the Arizona Board of Regents becomes an employee in any capacity of any other party or a consultant to any other party with reference to the subject matter of this Agreement while the Agreement or any extension thereof is in effect.
Independent Contractor. CHiR is an independent contractor and shall be free to exercise its discretion and independent judgment as to the method and means of performance of its work hereunder. CHiR employees shall not be considered employees of Purchaser, and neither CHiR nor Purchaser personnel will, by virtue of this Agreement, be entitled or eligible, by reason of this agreement, to participate in any benefits or privileges given or extended by the other party to its employees. This Agreement does not create a partnership, joint venture or agency relationship between the parties of any kind or nature. This Agreement does not create any fiduciary or other obligation between the parties, except for those obligations expressly and specifically set forth herein. Neither party will have any right, power, or authority under this Agreement to act as a legal representative of the other party, and neither party will have any power to obligate or bind the other or to make any representations, express or implied, on behalf of or in the name of the other in any manner or for any purpose whatsoever contrary to the provisions of this Agreement.
Termination. Either party may at any time terminate this Agreement by giving the other party not less than thirty (30) days prior written notice. In the event this Agreement is canceled by Purchaser, Purchaser shall remain responsible for payment to CHiR for all work performed through the date of termination and for reimbursement to CHiR of all non-cancelable commitments incurred in the conduct of the research. Non-cancelable commitments shall include employment commitments to CHiR personnel through the end of the semester following any such termination by Purchaser. In the event CHiR terminates this Agreement any unused funds from the advance will be returned.
Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their reasonable efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. Further, pursuant to A.R.S. § 12-1518, the parties acknowledge and agree, subject to Arizona Board of Regents Policy 3-809, that they will be required to make use of mandatory arbitration of any legal action that is filed in the Arizona superior courtconcerning a controversy arising out of this Agreement if required by A.R.S. § 12-133.
Force Majeure. No liability will result from the delay in performance or nonperformancecaused by force majeure or circumstances beyond the reasonable control of the partyaffected, including, but not limited to, acts of God, fire, flood, substantial snowstorm, war, terrorism, embargo, any United States or foreign government regulation, direction orrequest, accident, strike or other labor dispute or labor trouble, or any failure or delay ofany transportation, power or communications system or any other or similar causebeyond that party’s reasonable control. The party which is so prevented from performingwill give prompt notice to the other party of the occurrence of such event of force majeure, the expected duration of such condition and the steps which it is taking to correct such condition. This Agreement may be terminated by either party by written notice upon the occurrence of such event of force majeure which results in a delay of performance hereunder exceeding thirty (30) days.
Insurance. CHiR maintains general liability insurance and worker’s compensation coverage as required by state law and pertinent federal laws and regulations under the State of Arizona Risk Management Plan.
Nondiscrimination. The parties agree to comply with all applicable state and federal laws, rules, regulations and executive orders governing equal employment opportunity, immigration, nondiscrimination, including the Americans with Disabilities Act. If applicable,the Parties shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.
Inspection and Audit. CHiR agrees to keep all books, accounts, reports, files, and other records relating to this Agreement for five (5) years after completion of the Agreement. In addition, CHiR agrees that such books, accounts, reports, files, and other records shall be subject to audit pursuant to A.R.S. §35-214.
No Boycott of Israel. As required by A.R.S. §35-393 to 35-393.01, both parties certify that they are not currently engaged in a boycott of Israel and will not engage in a boycott of Israel during the term of this Agreement.
Confidential Information. Notwithstanding any other provision of this Agreement to the contrary, the parties acknowledge that ASU is a public institution and instrumentality of the State of Arizona and, as such, is subject to A.R.S. Sections 39-121 through 39-127. Any provision regarding confidentiality is limited to the extent necessary to comply with the provisions of state law.
No Warranty. CHiR neither makes nor will be deemed to have made any representation or warranty whatsoever (express or implied) regarding any outcome obtained or deliverable delivered hereunder including any outcome desired by Purchaser. Any decision regarding safety, applicability, marketability, effectiveness for any purpose, or other use or disposition of said outcome will be the sole responsibility of Purchaser and/or its assigns and licensees.
News Release. Purchaser may not use the name of CHiR in news releases, publicity, advertising, or other promotion, without the prior written consent of CHiR, except for documents used for internal consumption by Purchaser.
No University Endorsements. In no event will Purchaser (or its successors, employees, agents and contractors) state or imply in any publication, advertisement or other medium that ASU has approved, endorsed or tested any product or service. In no event will CHiR’s performance of the services described herein be considered a test of the effectiveness or the basis for any endorsement of a product or service.
Similar Research. Nothing in this Agreement will be construed to limit the freedom of ASU or of its researchers who are not participants under this Agreement from engaging in similar services made under other grants, contracts or agreements with parties other than Purchaser.
Service Marks and Trademarks. Neither party shall use any service marks, trademarks, logos or other marks of the other party without the express written approval of the other party. The use of any marksmust comply withtheowner’s requirements, including using the “circle R” indication of a registered trademark.
Counterparts. This Agreement may be executed in counterparts, each of which willconstitute an original and all of which together will constitute one and the sameagreement and be effective as of the Effective Date. The parties may evidence executionof this Agreement by means of photocopy, facsimile, or other electronic means, copies ofwhich will have the same effect for all purposes as an ink-signed original.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by its duly authorized representatives on the respective dates entered below.
1
ARIZONA BOARD OF REGENTS,
FOR AND ON BEHALF OF
ARIZONA STATE UNIVERSITY, CENTER FOR HEALTH INFORMATION & RESEARCH
By:
Name:
Title:
Date:
Click here to enter text.
By:
Name:
Title:
Date:
1
EXHIBIT A – SCOPE OF WORK
Background
Aims
Data Source
The specific data to be used in this study will include the following:
- Arizona Health Care Cost Containment System (AHCCCS) health data. AHCCCS is the state Medicaid provider. The data include enrollment and eligibility data and health care transactions (paid claims) on all members, patients receiving inpatient, emergency department, or other outpatient care in the state.The data layout is already at the individual patient level when received by CHiR and requires no further manipulation to standardize variables or match patients.
- Arizona Department of Health Services (ADHS) birth certificate data. ADHS provides all of the birth certificate data from its Office of Vital Records to CHiR annually.
Project Implementation
Required Approvals
- CHiR is required to submit a protocol to Arizona State University’s Institutional Review Board (IRB) for approval. This protocol will detail CHiR’s data collection and extraction process. A copy of Purchaser’s IRB protocol and approval will be included in the submission.
- CHiR will execute a Data Use Agreement with Purchaser per the requirements of HIPAA.
- CHiR will seek written approval from the ADHS Steering Board and the AHCCCSPrivacy Board to access/disclose their data for the study per CHiR’sAgreementswith them. (Note: The ADHS Steering Board will consult with the ADHS Human Subjects Review Board to determine if a separate IRB protocol is necessary.)
- The project tasks below cannot commence until all approvals have been received.
Purchaser Documents Required
Purchaser will provide the following documentation to CHiR:
- IRB protocol and approval (already received)
Inclusion Criteria
Project Tasks
Deliverables
CHiR will provide the Purchaser with the above described Data Set in a secure electronic format (i.e. secure FTP, etc.) according to the delivery schedule below. Regardless of the transmission medium, all files will be encrypted before transmission to Purchaser.
Note: Purchaser acknowledges that in the event of a delay in receipt of bi-annual data from AHCCCS and ADHS, CHiR may be unable to adhere to the above delivery schedule.
1