HomeMy WebLinkAbout2009-072 Sheriff - Southern Health Partners, Inc. to provide medical services for inmates~~
HEALTH SERVICES AGREEMENT
THIS AGREEMENT between Orange County, North Carolina (hereinafter referred to as
"County"), and Southern Health Partners, Inc., a De ware corpor ion, (herei after
referred to as "SHP"), is entered into as of the day of , 2009.
Services under this Agreement shall commence on September 1, 2 09, and shall
continue through June 30, 2010, in accordance with Section 6.1.
WITNESSETH:
WHEREAS, County is charged by law with the responsibility for obtaining and
providing reasonably necessary medical care for inmates or detainees of the Orange
County Detention Center (hereinafter called "Jail") and,
WHEREAS, County and Sheriff desire to provide for health care to inmates in
accordance with applicable law; and,
WHEREAS, the County, which provides funding as approved by the County
Commissioners for the Jail, desires to enter into this Agreement with SHP to promote
this objective; and,
WHEREAS, SHP is in the business of providing correctional health care services
under contract and desires to provide such services for County under the express terms
and conditions hereof.
NOW THEREFORE, in consideration of the mutual covenants and promises
hereinafter made, the parties hereto agree as follows:
ARTICLE I: HEALTH CARE SERVICES.
1.1 General Engagement. County hereby contracts with SHP to provide for
the delivery of all medical, dental and mental health services to inmates of Jail. This
care is to be delivered to individuals under the custody and control of County at the Jail,
and SHP enters into this Agreement according to the terms and provisions hereof.
1.2 Scope of General Services. The responsibility of SHP for medical care of
an inmate commences with the booking and physical placement of said inmate into the
Jail. The health care services provided by SHP shall be for all persons committed to
the custody of the Jail, except those identified in Section 1.7. SHP shall provide and/or
arrange for all professional medical, dental, mental health and related health care and
administrative services for the inmates, regularly scheduled sick call, nursing care,
regular physician care, medical specialty services, emergency medical care, emergency
ambulance services when medically necessary, medical records management,
pharmacy services management, administrative support services, and other services,
all as more specifically described herein.
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SHP shall be financially responsible for the costs of all physician and nurse
staffing, over-the-counter medications, medical supplies, clinical lab procedures, office
supplies, forms, folders, files, travel expenses, long-distance telephone calls,
publications, administrative services and nursing time to train officers in the Jail on
various medical matters. SHP's financial responsibility for the costs of all prescription
pharmaceuticals, x-ray procedures and all medical, dental and mental health services
rendered outside the Jail will be limited by an annual cost pool described in Section 1.5
of this Agreement. Costs for all prescription pharmaceuticals, x-ray procedures and all
medical, dental and mental health services rendered outside the Jail in excess of the
annual cost pool limit shall be the financial responsibility of the County.
1.3 Specialty Services. In addition to providing the general services described
above, SHP by and through its licensed health care providers shall arrange and/or
provide to inmates at the Jail specialty medical services including, but not limited to,
radiology services and laboratory services to the extent such are determined to be
medically necessary by SHP. In the event non-emergency specialty care is required
and cannot be rendered at the Jail, SHP shall make arrangements with County for the
transportation of the inmates in accordance with Section 1.9 of this Agreement.
1.4 Emergency Services. SHP shall arrange and/or provide emergency
medical care, as medically necessary, to inmates through arrangements to be made by
SHP.
1.5 Limitations On Costs -Cost Pool SHP shall, at its own cost, arrange for
medical services for any inmate who, in the opinion of the Medical Director (hereinafter
meaning a licensed SHP physician), requires such care. SHP's maximum liability for
costs associated with all medical, dental and mental health services for inmates
rendered outside of the Jail, for all prescription pharmaceuticals and all x-ray
procedures, will be limited by a pool established in the amount of $60,000.00 in the
aggregate for all inmates in each twelve-month period of this Agreement. If the costs of
all care as described in this Section 1.5 exceeds the amount of $60,000.00 in any year
(defined as a twelve-month contract period), then SHP will either pay for the additional
services and submit invoices supporting the payments to the County along with an SHP
invoice for one hundred percent (100%) of the excess cost, or in the alternative, will
refer all additional qualifying invoices to County for payment directly to the provider of
care. For all invoices payable to SHP as reimbursement for pool excess cost, such
amounts shall be payable by County within thirty days of the SHP invoice date. For
purposes of this Section 1.5, the pool amount will be prorated for any contract period of
less or more than twelve months. For the first contract period of ten months effective
September 1, 2009, through June 30, 2010, the cost pool limit will be $50,000.00.
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The intent of this Section 1.5 is to define SHP's maximum financial liability and
limitation of costs for all prescription pharmaceuticals, x-ray procedures, hospitalizations
and all other medical, dental and mental health services rendered outside the Jail.
1.6 Injuries {ncurred Prior to Incarceration; Pregnancy SHP will not be
financially responsible for the cost of any medical treatment or health care services
provided to any inmate prior to the inmate's formal booking and commitment into the
Jail.
Furthermore, SHP is not financially responsible for the cost of services outside
the jail for any medical treatment or health care services provided to medically stabilize
any inmate presented at booking with a life threatening injury or illness or in immediate
need of emergency medical care.
Once an inmate has been medically stabilized and committed to the Jail, SHP
will, commencing at that point, then become responsible for providing and/or arranging
for all medical treatment and health care services regardless of the nature of the illness
or injury or whether or not the illness or injury occurred prior or subsequent to the
individual's incarceration at the Jail. An inmate shall be considered medically stabilized
when the patient's medical condition no longer requires immediate emergency medical
care or outside hospitalization so that the inmate can reasonably be housed inside the
Jail. SHP's financial responsibility for such medical treatment and health care services
shall be in accordance with, and as limited by, Sections 1.2 and 1.5 of this Agreement.
It is expressly understood that SHP shall not be responsible for medical costs
associated with the medical care of any infants born to inmates. SHP sha11 provide
and/or arrange for health care services to inmates up to, through, and after the birth
process, but health care services provided to an infant following birth, other than those
services that may be delivered in the jail prior to transport to a hospital, will not be the
financial responsibility of SHP. In any event, SHP shall not be responsible for the costs
associated with performing or furnishing of abortions of any kind.
1.7 Inmates Outside the Facilities. The health care services contracted in the
Agreement are intended only for those inmates in the actual physical custody of the Jail
and for inmates held under guard in outside hospitals or other medical facilities who
remain in official custody of the Jail. SHP shall participate in managing health care
services for inmates held under guard in hospitals or other medical facilities and such
inmates are to be included in the Jail's daily population count. No other person(s),
including those who are in any outside hospital who are not under guard, shall be the
financial responsibility of SHP, nor shall such person(s) be included in the daily
population count.
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Inmates, for example, on any sort of temporary release or escape, including, but
not limited to inmates temporarily released for the purpose of attending funerals or
other family emergencies, inmates on escape status, inmates on pass, parole or
supervised custody who do not sleep in the Jail at night, shall not be included in the
daily population count, and shall not be the responsibility of SHP with respect to the
payment or the furnishing of their health care services.
Persons in the physical custody of other police or other penal jurisdictions at the
request of County, by Court order or otherwise, are likewise excluded from the
population count and are not the responsibility of SHP for the furnishing or payment of
health care services.
1.8 Elective Medical Care. SHP is not responsible for providing elective
medical care to inmates, unless expressly contracted for by the County. For purposes
of the Agreement, "elective medical care" means medical care which, if not provided,
would not, in the reasonable medical opinion of SHP's Medical Director, cause the
inmate's health to deteriorate or cause definite harm to the inmate's well-being. Any
referral of inmates for elective medical care must be reviewed by County prior to
provision of such services.
1.9 Transportation Services. To the extent any inmate requires off-site non-
emergency health care treatment including, but not limited to, hospitalization care and
specialty services, for which care and services SHP is obligated to arrange under this
Agreement, County will, upon prior request by SHP, its agents, employees or
contractors, provide transportation as reasonably available provided that such
transportation is scheduled in advance. When medically necessary, SHP shall arrange
all emergency ambulance transportation of inmates in accordance with Section 1.4 of
this Agreement.
ARTICLE II: PERSONNEL.
2.1 Staffin SHP shall provide medical and support personnel reasonably
necessary for the rendering of health care services to inmates at the Jail as described
in and required by this Agreement. County and SHP agree that the on-site nurse
staffing plan will consist of twelve regular{y scheduled hours per day, seven days per
week, for an average of eighty-four hours per week.
The SHP physician medical director will visit the Jail no less than three times
each week. As requested by the SHP nurse manager, the physician medical director
may visit the Jail in addition to the scheduled three visits each week.
SHP will designate a nurse with the responsibility of providing on-call telephone
assistance to Jail officers during hours when a nurse is not scheduled to be on-site at
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the Jail. This nurse may use professional discretion in choosing how to respond to
each call, whether to communicate by telephone with a Jail officer to resolve the matter,
or in rare cases, to return on-site to the Jail. While serving in an on-call capacity,
however, SHP employees will not be required to return to the Jail to address any
specific inmate complaint or problem nor will Jail officers be required to contact SHP's
medical staff for on-call telephone assistance prior to seeking immediate medical
attention for any inmate observed in apparent distress or whose condition may
otherwise warrant emergency medical care.
2.2 Licensure, Certification and Registration of Personnel All personnel
provided or made available by SHP to render services hereunder shall be licensed,
certified or registered, as appropriate, in their respective areas of expertise as required
by applicable North Carolina law. In the event personnel made available or provided by
SHP are unlicensed or have licenses in a state of suspension or revocation, whether
such license status is known or unknown to SHP, SHP shall fully defend, indemnify,
and hold County harmless from any and all demands, suits, or claims for damages
including any costs and fees associated with or made in relation to such license status.
2.3 County's Satisfaction with Health Care Personnel If County becomes
dissatisfied with any health care personnel provided by SHP hereunder, or by any
independent contractor, subcontractors or assignee, SHP, in recognition of the sensitive
nature of correctional services, shall, following receipt of written notice from County of
the grounds for such dissatisfaction and in consideration of the reasons therefor,
exercise its best efforts to resolve the problem. If the problem is not resolved
satisfactorily to County, SHP shall remove or shall cause any independent contractor,
subcontractor, or assignee to remove the individual about whom County has expressed
dissatisfaction. Should removal of an individual become necessary, SHP will be
allowed reasonable time, prior to removal, to find an acceptable replacement, without
penalty or any prejudice to the interests of SHP.
2.4 Use of Inmates in the Provision of Health Care Services Inmates shall
not be employed or otherwise engaged by either SHP or County in the direct rendering
of any health care services.
2.5 Subcontracting and Delegation. In order to discharge its obligations
hereunder, SHP will engage certain health care professionals as independent
contractors rather than as employees. County consents to such subcontracting or
delegation. As the relationship between SHP and these health care professionals will
be that of independent contractor, SHP will not be considered or deemed to be
engaged in the practice of medicine or other professions practiced by these
professionals. SHP will not exercise control over the manner or means by which these
independent contractors perform their professional medical duties. However, SHP shall
exercise administrative supervision over such professionals necessary to insure the
strict fulfillment of the obligations contained in this Agreement. For each agent and
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subcontractor, including all medical professionals, physicians, dentists and nurses
performing duties as agents or independent contractors of SHP under this Agreement,
SHP shall provide County proof, if requested, that there is in effect a professional
liability or medical malpractice insurance policy, as the case may be, in an amount of at
least one million dollars ($1,000,000) coverage per occurrence and five million dollars
($5,000,000) aggregate.
2.6 Discrimination. During the performance of this Agreement, SHP, its
employees, agents, subcontractors, and assignees agree as fol{ows:
a. None will discriminate against any employee or applicant for
employment because of race, religion, color, sex or national origin,
except where religion, sex or national origin is a bona fide occupational
qualification reasonably necessary to the normal operation of the
contractor.
b. In all solicitations or advertisements for employees, each will state that
it is an equal opportunity employer.
c. Notices, advertisements and solicitations placed in accordance with
federal law, rule or regulation shall be deemed sufficient for the
purpose of meeting the requirements of this section.
ARTICLE III REPORTS AND RECORDS
3.1 Medical Records. SHP shall cause and require to be maintained a
complete and accurate medical records for each inmate who has received health care
services. Each medical record will be maintained in accordance with applicable laws
and County's policies and procedures. The medical records shall be kept separate
from the inmate's confinement record. A complete legible copy of the applicable
medical record shall be available, at all times, to County as custodian of the person of
the patient. Medical records shall be kept confidential. Subject to applicable law
regarding confidentiality of such records, SHP shall comply with North Carolina law and
County's policy with regard to access by inmates and Jail staff to medical records. No
information contained in the medical records shall be released by SHP except as
provided by County's policy, by a court order, or otherwise in accordance with the
applicable law. SHP shall, at its own cost, provide all medical records, forms, jackets,
and other materials necessary to maintain the medical records. At the termination of
this Agreement, all medical records shall be delivered to and remain with County.
However, County shall provide SHP with reasonable ongoing access to all medical
records even after the termination of this Agreement for the purposes of defending
litigation.
3.2 Regular Reports by SHP to County SHP shall provide to County, on a
date and in a form mutually acceptable to SHP and County, monthly statistical reports
relating to services rendered under this Agreement.
3.3 Inmate Information. Subject to the applicable North Carolina law, in order
to assist SHP in providing the best possible health care services to inmates, County will
provide SHP with information pertaining to inmates that SHP and County mutually
identify as reasonable and necessary for SHP to adequately perform its obligations
hereunder.
3.4 SHP Records Available to County with Limitations on Disclosure SHP
shall make available to County, at County's request, records, documents and other
papers relating to the direct delivery of health care services to inmates hereunder.
County understands that written operating policies and procedures employed by SHP in
the performance of its obligations hereunder are proprietary in nature and will remain
the property of SHP and shall not be disclosed without written consent. Information
concerning such may not, at any time, be used, distributed, copied or otherwise utilized
by County, except in connection with the delivery of health care services hereunder, or
as permitted or required by law, unless such disclosure is approved in advance writing
by SHP. Proprietary information developed by SHP shall remain the property of SHP.
3.5 County Records Available to SHP with Limitations on Disclosure During
the term of this Agreement and for a reasonable time thereafter, County will provide
SHP, at SHP's request, County's records relating to the provision of health care
services to inmates as may be reasonably requested by SHP or as are pertinent to the
investigation or defense of any claim related to SHP's conduct. Consistent with
applicable law, County will make available to SHP such inmate medical records as are
maintained by County, hospitals and other outside health care providers involved in the
care or treatment of inmates (to the extent County has any control over those records)
as SHP may reasonably request. Any such information provided by County to SHP that
County considers confidential shall be kept confidential by SHP and shall not, except as
may be required by law, be distributed to any third party without the prior written
approval of County.
ARTICLE IV: SECURITY
4.1 General. SHP and County understand that adequate security services
are essential and necessary for the safety of the agents, employees and subcontractors
of SHP as well as for the security of inmates and County's staff, consistent with the
correctional setting. County will take all reasonable steps to provide sufficient security
to enable SHP to safely and adequately provide the health care services described in
this Agreement. It is expressly understood by County and SHP that the provision of
security and safety for the SHP personnel is a continuing precondition of SHP's
obligation to provide its services in a routine, timely, and proper fashion.
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4.2 Loss of Equipment and Supplies. County shall not be liable for loss of or
damage to equipment and supplies of SHP, its agents, employees or subcontractors
unless such loss or damage was caused by the negligence of County or its employees.
4.3 Security During Transportation Off-Site. County will provide prompt and
timely security as medically necessary and appropriate in connection with the
transportation of any inmate between the Jail and any other location for off-site services
as contemplated herein.
ARTICLE V: OFFICE SPACE, EQUIPMENT, INVENTORY AND SUPPLIES
5.1 General. County agrees to provide SHP with reasonable and adequate
office and medical space, facilities, equipment, local telephone and telephone line and
utilities and County wil! provide necessary maintenance and housekeeping of the office
space and facilities. If SHP should require any additions or changes to the space
provided at the inception of this Agreement, SHP will be required to pay for any
changes, and such changes will immediately become the property of County. Any
changes must be approved by the Sheriff or his designee.
5.2 Delivery of Possession. County will provide to SHP, beginning on the
date of commencement of this Agreement, possession and control of all County
medical and office equipment and supplies in place at the Jail's health care unit. At the
termination of this or any subsequent Agreement, SHP wil{ return to County's
possession and control all supplies, medical and office equipment, in working order,
reasonable wear and tear excepted, which were in place at the Jail's health care unit
prior to the commencement of services under this Agreement.
5.3 Maintenance and Replenishment of Equipment. Except for the equipment
and instruments owned by County at the inception of this Agreement, any equipment or
instruments required by SHP during the term of this Agreement shall be purchased by
SHP at its own cost. At the end of this Agreement, or upon termination, County shall be
entitled to purchase SHP's equipment and instruments at an amount determined by a
mutually agreed depreciation schedule.
5.4 General Maintenance Services. County agrees that it is proper for SHP to
provide each and every inmate receiving health care services the same services and
facilities available to, and/or provided to, other inmates at the Jail.
ARTICLE VI: TERM AND TERMINATION OF AGREEMENT
6.1 Term. This Agreement shall commence on September 1, 2009. The
initial term of this Agreement shall end on June 30, 2010, and may be extended for
additional one-year terms, if mutually agreeable to both parties.
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6.2 Termination. This Agreement may be terminated as otherwise provided in
this Agreement or as follows:
a. Termination by agreement. In the event that each of the parties
mutually agrees in writing, this Agreement may be terminated on
the terms and date stipulated therein.
b. Termination by Cancellation. This Agreement may be canceled
without cause by either party upon sixty (60) days prior written
notice in accordance with Section 9.3 of this Agreement.
c. Annual Appropriations and Funding. This Agreement shall be
subject to the annual appropriation of funds by the Orange County
Commissioners. Notwithstanding any provision herein to the
contrary, in the event that funds are not appropriated for this
Agreement, then County shall be entitled to immediately terminate
this Agreement, without penalty or liability, except the payment of
all contract fees due under this Agreement up to and through the
last day of service.
6.3 Responsibility for Inmate Health Care. Upon termination of this
Agreement, all responsibility for providing health care services to al{ inmates, including
inmates receiving health care services at sites outside the Jail, will be transferred from
SHP to County.
ARTICLE VII. COMPENSATION.
7.1 Base Compensation. County will pay to SHP the annualized price of
$253,500.00, based on a twelve-month period of this Agreement, payable in monthly
installments. The total base compensation for the initial, ten month period effective
September 1, 2009, through June 30, 2010, will be $211,250.00. Monthly installments
during the initial term of this Agreement effective September 1, 2009, through June 30,
2010, will be in the amount of $21,125.00 each. SHP will bill County approximately
thirty days prior to the month in which services are to be rendered. County agrees to
pay SHP prior to the tenth day of the month in which services are rendered. In the
event this Agreement should commence or terminate on a date other than the first or
last day of any calendar month, compensation to SHP will be pro-rated accordingly for
the shortened month.
7.2 Increases in Inmate Population. County and SHP agree that the annual
base price is calculated based upon an average daily inmate population of up to 180. If
the average daily inmate population exceeds 180 inmates, then the compensation
payable to SHP by County shall be increased by a per diem rate of $1.25 for each
inmate over 180. The average daily inmate resident population shall be calculated by
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adding the population or head count totals taken at a consistent time each day and
dividing by the number of counts taken. The excess over an average of 180, if any, will
be multiplied by the per diem rate and by the number of days in the month to arrive at
the increase in compensation payable to SHP for that month. In all cases where
adjustments become necessary, the invoice adjustment will be made on the invoice for
a subsequent month's services. For example, if there is an average population for any
given month of 185 inmates, resulting in an excess of five (5) inmates, then SHP shall
receive additional compensation of five (5) times the per diem rate times the number of
days in that month. The resulting amount will be an addition to the regular base fee and
will be billed on a subsequent monthly invoice.
This per diem is intended to cover additional cost in those instances where
minor, short-term changes in the inmate population result in the higher utilization of
routine supplies and services. However, the per diem is not intended to provide for any
additional fixed costs, such as new fixed staffing positions that might prove necessary if
the inmate population grows significantly and if the population increase is sustained. In
such cases, SHP reserves the right to negotiate for an increase to its staffing
complement and its contract price in order to continue to provide services to the
increased number of inmates and maintain the quality of care. This would be done with
the full knowledge and agreement of the Sheriff and other involved County officials, and
following appropriate notification to County.
7.3 Future Years' Compensation. The amount of compensation (i.e., annual
base price and per diem rate as defined in Sections 7.1 and 7.2, respectively) to SHP
shall increase at the beginning of each contract year. The amount of compensation
shall increase by two and one-half percent (2.5%) for the renewal period effective July
1, 2010, and by three percent (3%) for the renewal period effective July 1, 2011. The
amount of compensation increase for renewal periods effective on or after July 1, 2012,
will be determined by mutual agreement after discussions between SHP and County.
7.4 Inmates From Other Jurisdictions. Medical care rendered within the Jail
to inmates from jurisdictions outside Orange County, and housed in the Jail pursuant to
written contracts between County and such other jurisdictions will be the responsibility
of SHP, but as limited by Section 1.7. Medical care that cannot be rendered within the
Jail will be arranged by SHP, but SHP shall have no financial responsibility for such
services to those inmates.
7.5 Responsibility For Work Release Inmates. SHP and County agree that
SHP will be responsible for providing medical services to inmates assigned to work
release and/or released for community service work for government or nonprofit
agencies. In all cases, SHP will assist with necessary transportation for injured inmates
on work release or community service to obtain appropriate medical care.
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ARTICLE VIII: LIABILITY AND RISK MANAGEMENT.
8.1 Insurance. At all times during this Agreement, SHP shall maintain
professional liability insurance covering SHP for its work at County, its employees and
its officers in the minimum amount of at least one million dollars ($1,000,000) per
occurrence and five million dollars ($5,000,000) in the aggregate. In the event the
coverage changes, SHP will notify County in writing. SHP will also notify County, in
writing, of any reduction in policy amounts or cancellation of insurance coverage if the
new limits fall below the limits agreed to with the County. SHP shall provide a
Certificate of Insurance evidencing the above policy levels and shall name County and
Sheriff as additional insureds.
8.2 Lawsuits Against County. In the event that any lawsuit (whether frivolous
or otherwise) is filed against County, its elected officials, employees and agents based
on or containing any allegations concerning SHP's medical care of inmates and the
pertormance of SHP's employees, agents, subcontractors or assignees, the parties
agree that SHP, its employees, agents, subcontractors, assignees or independent
contractors, as the case may be, may be joined as parties defendant in any such
lawsuit and shall be responsible for their own defense and any judgments rendered
against them in a court of law.
Nothing herein shall prohibit any of the parties to this Agreement from joining the
remaining parties hereto as defendants in lawsuits filed by third parties.
8.3 Hold Harmless. SHP agrees to indemnify and hold harmless the County,
its agents, servants and employees from and against any and all claims, actions,
lawsuits, damages, judgments or liabilities of any kind whatsoever arising out of the
operation and maintenance of the aforesaid program of health care services conducted
by SHP, it being the express understanding of the parties hereto that SHP shall provide
the actual health care services. The Sheriff shall promptly notify SHP of any incident,
claim or lawsuit of which the Sheriff becomes aware and shall fully cooperate in the
defense of such claim, but SHP shall retain sole control of the defense while the action
is pending, to the extent allowed by law.
County does hereby agree to indemnify and hold harmless SHP, its agents,
servants, employees and medical staff from and against any and all injuries, claims,
actions, lawsuits, damages, judgments or liabilities of any kind whatsoever arising out of
the operation of the facility and the negligence of the Sheriff, the County or their
employees and agents, to the extent authorized and permitted by law.
ARTICLE IX: MISCELLANEOUS.
9.1 Independent Contractor Status. The parties acknowledge that SHP is an
independent contractor engaged to provide medical care to inmates at the Jail under
the direction of SHP management. The parties acknowledge that SHP employees
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and/or independent contractors must comply with all federal, state and local laws, rules
and regulations as well as jail policies and procedures relating to inmates. Violation of
any policies, procedures, rules or regulations will be enforced to the full extent of the
law or policy. Nothing in this Agreement is intended nor shall be construed to create an
agency relationship, an employer/employee relationship, or a joint venture relationship
between the parties.
9.2 Assignment and Subcontracting SHP shall not assign this Agreement to
any other corporation without the express written consent of County which consent shall
not be unreasonably withheld. Any such assignment or subcontract shall include the
obligations contained in this Agreement. Any assignment or subcontract shall not
relieve SHP of its independent obligation to provide the services and be bound by the
requirements of this Agreement.
9.3 Notice. Unless otherwise provided herein, all notices or other
communications required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been duly given if delivered personally in hand or
sent by certified mail, return receipt requested, postage prepaid, and addressed to the
appropriate party(s) at the following address or to any other person at any other
address as may be designated in writing by the parties:
a. County: Orange County Board of Commissioners
200 South Cameron Street
Hillsborough, NC 28278
b. SHP: Jeffrey A. Reasons, President
Southern Health Partners, Inc.
811 Broad Street, Suite 500
Chattanooga, North Carolina 37402
Email: info@southernhealthpartners.com
Notices shall be effective upon receipt regardless of the form used.
9.4 Governing Law and Disputes. This Agreement and the rights and
obligations of the parties hereto shall be governed by, and construed according to, the
laws of the State of North Carolina, except as specifically noted. Disputes between the
Parties shall, first, be formally mediated by a third party or entity agreeable to the
Parties, in which case the Parties shall engage in good faith attempts to resolve any
such dispute with the Mediator before any claim or suit arising out of this Agreement
may be filed in a court of competent jurisdiction.
9.5 Entire Agreement. This Agreement constitutes the entire agreement of
the parties and is intended as a complete and exclusive statement of the promises,
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representations, negotiations, discussions and agreements that have been made in
connection with the subject matter hereof. No modifications or amendment to this
Agreement shall be binding upon the parties unless the same is in writing and signed by
the respective parties hereto. All prior negotiations, agreements and understandings
with respect to the subject matter of this Agreement are superseded hereby.
9.6 Amendment. This Agreement may be amended or revised only in writing
and signed by all parties.
9.7 Waiver of Breach. The waiver by either party of a breach or violation of
any provision of this Agreement shall not operate as, or be construed to be, a waiver of
any subsequent breach of the same or other provision hereof.
9.8 Other Contracts and Third-Party Beneficiaries The parties acknowledge
that SHP is neither bound by nor aware of any other existing contracts to which County
is a party and which relate to the providing of medical care to inmates at the Jail. The
parties agree that they have not entered into this Agreement for the benefit of any third
person or persons, and it is their express intention that the Agreement is intended to be
for their respective benefit only and not for the benefit of others who might otherwise be
deemed to constitute third-party beneficiaries hereof.
9.9 Severability. In the event any provision of this Agreement is held to be
unenforceable for any reason, the unenforceability thereof shall not affect the
remainder of the Agreement which shall remain in full force and effect and enforceable
in accordance with its terms.
9.10 Liaison. The Orange County Sheriff or his designee shall serve as the
liaison with SHP.
9.11 Cooperation. On and after the date of this Agreement, each party shall,
at the request of the other, make, execute and deliver or obtain and deliver all
instruments and documents and shall do or cause to be done all such other things
which either party may reasonably require to effectuate the provisions and intentions of
this Agreement.
9.12 Time of Essence. Time is and shall be of the essence of this Agreement.
9.13 Authority. The parties signing this Agreement hereby state that they
have the authority to bind the entity on whose behalf they are signing.
9.14 Binding Effect. This Agreement shall be binding upon the parties hereto,
their heirs, administrators, executors, successors and assigns.
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9.15 Cumulative Powers. Except as expressly limited by the terms of this
Agreement, all rights, powers and privileges conferred hereunder shall be cumulative
and not restrictive of those provided at law on in equity.
IN WITNESS WHEREOF, the parties have executed this Agreement in their
official capacities with legal authority to do so.
ORANGE COUNTY,
BY:
~~e~_`..
Date: ~ "~
A
SOUTHERN HEALTH PARTNERS, INC.
Reasons, President
Date:
This instrument has been pre-audited in the manner requir~d by the Local Government
Budget and Fiscal Control Act. ~~~
Finance .~r~"ector
This instrument has been approved as to form and legal sufficiency.
1
C my Attorney