HomeMy WebLinkAbout2018-559 Sheriff - Southern Health Partners amendment 2 AMENDMENT #2
TO
HEALTH SERVICES AGREEMENT
This AMENDMENT #2, to Health Services Agreement dated August 18, 2009, between Orange County,
North Carolina (hereinafter referred to as "County", and Southern Health Partners, Inc., a Delaware
Corporation, (hereinafter referred to as "SHP"), with services commencing on September 1 , 2009, is
entered into as of this 20th day of September, 2016.
WITNESSETH:
WHEREAS, County and SHP desire to amend the Health Services Agreement dated August 18, 2009,
between County and SHP.
NOW THEREFORE, in consideration of the covenants and promises hereinafter made, the parties hereto
agree to the following amended terms effective October 15, 2018:
Section 1 .2 is hereby amended in part with new language and inserted as a third and fourth
paragraph as follows:
Should new legislation require substantial or new medical directives to SHP in the provision of
services under this Agreement, SHP will not be financially responsible for changes to its program, rather
SHP would have the ability to seek from the County any additional monies to fund such directives.
In determining the basic services to be provided, should any documents be referenced in or
attached to this Agreement, the terms herein shall have priority in any conflict between the terms of
referenced documents and the terms of this Agreement.
Section 1 .5 is hereby amended in part with new language and inserted as a third paragraph as
follows:
For all invoices payable to SHP as reimbursement for pool excess costs, such amounts shall be
payable by County within thirty days of the SHP invoice date. SHP will allow a grace period of up to sixty
days from the date of invoice, and will thereafter apply a late fee of two percent (2%) on the balance each
month until SHP has been reimbursed in full.
Section 2.1 is hereby amended in part with new language and first paragraph is replaced in its
entirety by the following:
2.1 Staffing. 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.
Effective October 15, 2018, County acknowledges that SHP will provide on-site staffing coverage
averaging one hundred twenty-six (126) hours per week, according to a regular schedule of eighteen (18)
hours per day, seven (7) days per week. Staffing hours worked in excess of this contracted staffing plan,
not to include SHP training hours, may be billed back to the County on a monthly basis, at the actual wage
and benefit rate, for staffing services performed on-site at the facility. Further, County acknowledges that
there will be an allowance fora reasonable number of absences for medical staff vacation and sick days,
and SHP reserves the right to make adjustments to the regular staffing schedule for flexible coverage on
SHP-designated holidays. If any such absences exceed five (5) consecutive days, not to include vacation
time or SHP-designated holidays, SHP will refund the County the cost of the staffing hours on the next
month's base fee billing.
Section 2.1 is hereby further amended in part with new language and inserted as a fourth and fifth
paragraph as follows:
It is understood the professional provider may be filled by a Physician, or Mid-Level Practitioner.
Either will be duly licensed to practice medicine in the State of North Carolina, and will be available to our
nursing staff for resource, consultation and direction twenty-four (24) hours per day, seven (7) days per
week.
The scheduling of staff shifts may be flexible and adjusted by SHP in order to maintain stability of
the program and consistency with staff. Any adjustments or changes to fixed schedules would be made
after discussions with the Jail Administrator and other involved County officials. Professional Provider visit
times and dates will be coordinated with Jail Management, and may include the use of telehealth services.
Some of the Professional Provider time may be used for phone consults with medical staff and for other
administrative duties.
Section 3.1 is hereby replaced in its entirety by the following:
3. 1 Medical Records. County acknowledges that SHP's responsibility for all inmate medical
records shall commence on the effective date of this Agreement, and that the responsibility for all inmate
medical records prior to the effective date of this Agreement shall rest solely with the County. Nothing in
this Agreement shall be interpreted to impose responsibility on SHP for inmate medical records prior to
the effective date of this Agreement. County does further acknowledge, however, that SHP will assist
County with the fulfillment of requests for production of medical records for those medical services
provided prior to the effective date of this Agreement, and by doing so does not assume any responsibility
for such records. It is mutually understood by both parties that, during the term of this Agreement, SHP
shall serve as the Records Custodian in all medical record matters, in accordance with all applicable laws.
Commencing on the effective date of this Agreement, SHP shall cause and require to be
maintained a complete and accurate medical record 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 cecord 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.
Section 4.1 is hereby replaced in its entirety by the following:
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, to the extent that if, in SHP's sole discretion, the safety and security
of SHP personnel are compromised, SHP may exercise its right to immediately terminate services, in
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accordance with the provisions of Section No. 6.2(b) of this Agreement.
Section 6.1 is hereby replaced in its entirety by the following:
6. 1 Term. This Agreement shall commence on September 1 , 2009. The term of this
Agreement shall end on June 30, 2019, and may be extended for additional one-year terms, if mutually
agreeable to both parties, unless either party provides written notice to the other of its intent to terminate,
or non-renew, in accordance with the provisions of Section No. 6.2 of this Agreement.
Section 6.2 is hereby replaced in its entirety by the following:
6.2 Termination. This Agreement, or any extension thereof, may be terminated as otherwise
provided in this Agreement or as follows:
(a) Termination by agreement. In the event that each party mutually agrees in
writing, this Agreement may be terminated on the terms and date stipulated
therein .
(b) Termination for Cause. SHP shall have the right to terminate this Agreement at
any time for Cause, which may be effected immediately after establishing the
facts warranting the termination, and without any further obligation to County, by
giving written notice and a statement of reasons to County in the event:
(i) the safety and security of SHP personnel is determined by SHP, in its sole
discretion, to be compromised, either as a direct, or indirect, result of
County's failure to provide adequate security services, the provision of which
is a continuing precondition of SHP's obligation to perform work under this
Agreement, or
(ii) County fails to compensate SHP for charges or fees due, either in whole, or
in part, under this Agreement, according to the terms and provisions as
stated herein.
Cause shall not, however, include any actions or circumstances constituting
Cause under (i) or (ii) above if County cures such actions or circumstances within
a specified period following delivery of written notice by SHP setting forth the
actions or circumstances constituting Cause, during which period SHP may
permit County, solely by express agreement, time to provide sufficient remedy to
SHP's satisfaction. In all cases, this Agreement may be terminated immediately
by SHP, without notice, if, in SHP's sole discretion, such immediate termination of
services is necessary to preserve the safety and well-being of SHP personnel.
Upon such a termination for Cause, County acknowledges that, SHP shall be
entitled to all compensation fees and charges due for services rendered
hereunder, without penalty or liability to SHP, up through and including the last
day of services, and further that, County shall be obligated to compensate SHP
accordingly for such services rendered up through and including the last day of
services, consistent with the terms and provisions of this Agreement. If any costs
relating to the period subsequent to such termination date have been paid by
County in the case of (i) above, SHP shall promptly refund to County any such
prepayment.
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(c) 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.
(d) 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 funds are not
appropriated for this Agreement, County shall be entitled to immediately terminate
this Agreement, without penalty or liability, except the payment of all contract fees
due under this Agreement through and including the last day of service.
Section 7.1 is hereby replaced in its entirety by the following :
7. 1 Base Compensation. Effective October 15, 2018, County will compensate SHP based on
the twelve-month, annualized price of $377,745.36 during the term of this Agreement, payable in monthly
installments. Monthly installments based on the twelve-month, annualized price of $377,745.36 will be in
the amount of $31 ,478.78 each. The total amount of base compensation payable to SHP for the
shortened period of eight months and seventeen days, effective October 15, 2018, through June 30, 2019
will be $269,092.89. SHP will bill the County approximately thirty days prior to the month in which services
are to be rendered. The County agrees to pay SHP prior to the twentieth 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 prorated accordingly for the
shortened month.
Section 8.3 is hereby replaced in its entirety by the following :
8.3 Hold Harmless. SHP agrees to indemnify and hold harmless the County, its agents and
employees from and against any and all claims, actions, lawsuits, damages, judgments or liabilities of any
kind arising solely out of the aforementioned program of health care services provided by SHP. This duty
to indemnify shall include all attorneys' fees and litigation costs and expenses of any kind whatsoever.
County or Sheriff shall promptly notify SHP of any incident, claim, or lawsuit of which County or 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. In no event shall this agreement to
indemnify be construed to require SHP to indemnify the County, its agents and/or employees from the
County's, its agents' and/or employees' own negligence and/or their own actions or inactions.
County does hereby agree to indemnify and hold harmless SHP, its agents and employees from
and against any and all claims, actions, lawsuits, damages, judgments or liabilities of any kind arising
solely out of the operation of the facility and the negligence and/or action or inaction of the Sheriff, the
County or their employees or agents. This duty to indemnify shall include all attorneys' fees and litigation
costs and expenses of any kind whatsoever. SHP shall promptly notify the Sheriff of any incident, claim,
or lawsuit of which SHP becomes aware and shall fully cooperate in the defense of such claim, but the
County shall retain sole control of the defense while the action is pending, to the extent allowed by law. In
no event shall this agreement to indemnify be construed to require the County to indemnify SHP, its
agents and/or employees from SHP's, its agents' and/or employees' own negligence and/or their own
actions or inactions.
Section 9.3 is hereby replaced in its entirety by the following :
93 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
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given if delivered personally in hand or sent by Federal Express or 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, North Carolina 28278
b. SHP: Southern Health Partners, Inc.
2030 Hamilton Place Boulevard, Suite 140
Chattanooga, Tennessee 37421
Attn: President
Notices shall be effective upon receipt regardless of the form used.
Section 9.16 is hereby inserted as a new paragraph as follows:
9. 16 State Requirements. By executing this Agreement SHP certifies that it has not been
identified, and has not utilized the services of any agent or subcontractor identified, on the list created by
the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement SHP certifies that it has not
been identified, and has not utilized the services of any agent or subcontractor identified, on the list
created by the State Treasurer pursuant to G.S. 147-86.81 . By executing this Agreement SHP affirms it is
and shall remain in compliance with Article 2 of Chapter64 of the North Carolina General Statutes.
IN WITNESS WHEREOF, the parties have executed this Agreement in their official capacities
with legal authority to do so.
ORANGE COUNTY, NC
BY:
Chair, Orange County Board of Commissioners
Date: 9/20/2018
ATTESjf
Date:
SOUTHERN HEALTH PA TNERS, INC.
J nn er airs'n resid n nd Chief Executive Officer
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Jeanette Rodriguez, Contract Administrator
From: Jeanette Rodriguez, Contract Administrator
Sent: Tuesday, July 17, 2018 2:57 PM
To: ' Merrily Cheek'
Cc: 'Tracy Smith'; Jennifer Galassi
Subject: Orange County, NC
Attachments: AMD No. 2 (effective 10- 15-18) (JR 7-17-18).pdf
Good afternoon Merrily,
Peryour email dated 7/17/18, to allow for the County Commission to review and sign the attached contract amendment
for Orange County to proceed with the following staffing increase, we have updated the effective date to be 10/15/18.
Renewal Contract Price with 3% increase as of 7/1/18: $317,204.88 annually ($26,433.74 per month)
Price to increase staffing to 18 hours per day, $60,540.48 annually ($5,045.04 per month)
7 days per week:
TOTAL NEW CONTRACT PRICE AS OF 10/15/18: $377,745.36 annually ($31,478.78 per month)
We have also taken this opportunity while amending the contract to incorporate updates to our standard contract
language. These sections noted below that have been updated in Amendment No. 2 are not items/areas where we
expect to have any issues with Orange County and they are simply utilized in all of our current contracts.
1) Section No. 1.2 — language indicating that if legislation is passed requiring us to make changes to our program of
services, then it would affect the contract price and services provided. However if this should ever occur, SHP would
discuss it first with the County.
2) Section No. 1.5— language acknowledging a 2% late fee after 60-day grace period on overdue OCP invoices ( NOTE: We
would never expect this to be an issue with Orange County, this is just a standard update across the board for all of our
contracts with a cost pool);
3) Section No. 2.1 — staffing, including flexible holiday coverage;
4) Section No. 3.1 - medical records;
5) Section No. 4. 1 - added reference to immediate termination for security reasons;
6) Section No. 6.2 - added termination for cause language as 6.2(b);
7) Section No. 8.3 — updated hold harmless; and
8) Section No. 9.3 — updated SHP address for notices.
We kindly ask that you review the Amendment and if everything appears to be acceptable, then please print it and
provide a signature on behalf of the County to acknowledge the new terms and contract price. Please return a signed
copy to me either by email at Jeanette. rodriguez @southernhealthoartners.com or by fax at 423-305-6964. We will then
provide SHP's signature and return a fully-executed copy to you for the County's records.
Please feel free to contact me at (423) 553-5635, ext. 9-22 or by email at
Jeanette.rodrieuez @southernhealthoartners.com if you should have any questions or concerns and I will be glad to
provide any assistance.
Thank you.
Jean-e, e Ravcr gv.&Z
Contracts Administrator
Southern Health
Partners
Yq rPartrer In A(hawb�e Inmate th-40c,re
t
2030 Hamilton Place Blvd., Suite 140,
Chattanooga, TN 37421
Telephone: 423-553-5635 ext. 922
Direct confidential fax: 423-305-6964
Email: ieanette.rodris=uez(@southernhealthoartners.com
This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to
whom they are addressed. If you have received this email in error please notify the sender or
hr(asouthernhealthpartners.com. Please note that any views or opinions presented in this email are solely those of the
author and do not necessarily represent those of SHP. Finally, the recipient should check this email and any attachments for
the presence of viruses. The company accepts no liability for any damage caused by any virus transmitted by this email.
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