HomeMy WebLinkAboutAgenda - 09-15-20; 8-c - Amendment to and Renewal of Health Services Agreement with Southern Health Partners for Medical Services at the Orange County Detention Centerr
ORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: September 15, 2020
Action Agenda
Item No. 8-c
SUBJECT: Amendment to and Renewal of Health Services Agreement with Southern
Health Partners for Medical Services at the Orange County Detention Center
DEPARTMENT: Sheriff’s Office
ATTACHMENT(S):
Amendment #3
INFORMATION CONTACT:
Sheriff Charles S. Blackwood,
919.245.2900
Jennifer Galassi, Legal Advisor to the
Sheriff, 919.245.2952
PURPOSE: To approve an amendment to and renewal of the Health Services Agreement with
Southern Health Partners for medical services at the Orange County Detention Center.
BACKGROUND: Since 2009, the County has contracted with Southern Health Partners (SHP)
to provide a structured and comprehensive medical program for inmates housed in the Orange
County Detention Center (OCDC). Due to a decrease in average daily population (ADP), the
Health Services Agreement with Southern Health Partners was renegotiated based on and ADP
of 140 inmates.
FINANCIAL IMPACT: Upon approval of the renewal and amendment, the monthly contract
price will decrease $8,760.00 per year ($730.00 per month) based on a reduced ADP from 180
to 140 inmates. The new contract price, effective September 1, 2020, will be $371,445.36
annually ($30,953.78 per month). If the ADP exceeds 140 inmates, the compensation payable
to SHP shall be increased by a per diem rate of $1.45 for each inmate over 140.
Other financial obligations under the Agreement remain unchanged.
SOCIAL JUSTICE IMPACT: The following Orange County Social Justice Goals are applicable
to this item:
• GOAL: FOSTER A COMMUNITY CULTURE THAT REJECTS OPPRESSION AND
INEQUITY
The fair treatment and meaningful involvement of all people regardless of race or color;
religious or philosophical beliefs; sex, gender or sexual orientation; national origin or
ethnic background; age; military service; disability; and familial residential or economic
status.
• GOAL: ENSURE ECONOMIC SELF-SUFFICIENCY
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The creation and preservation of infrastructure, policies, programs and funding necessary
for residents to provide shelter, food, clothing and medical care for themselves and their
dependents.
• GOAL: CREATE A SAFE COMMUNITY
The reduction of risks from vehicle/traffic accidents, childhood and senior injuries, gang
activity, substance abuse and domestic violence.
ENVIRONMENTAL IMPACT: There is no Orange County Environmental Responsibility Goal
impact associated with this item.
RECOMMENDATION(S): The Manager recommends that the Board approve the amendment
and renewal of the Health Services Agreement with Southern Health Partners for medical
services at the Orange County Detention Center; and authorize the Chair to sign on behalf of
the Board.
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AMENDMENT #3
TO
HEALTH SERVICES AGREEMENT
This AMENDMENT #3, 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 _______ day of ______________, 2020.
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 as follows:
Section 2.7 is hereby inserted with a new provision as follows:
2.7 Training of Personnel. SHP shall provide annual training courses in Cardiopulmonary
Resuscitation (CPR) and First Aid, as requested by the County. The cost of certification shall be the
responsibility of the County. SHP shall also provide additional training courses on a variety of topics, at
no cost to the County, upon request by the County to SHP. Such training courses shall be scheduled by
the County and SHP at a mutually agreed upon time and location. It is hereby acknowledged by the
parties that any such training would be supplemental to any trainin g required by the State or any other
governmental body for correctional officers. The County recognizes and acknowledges that the County
shall be responsible for training of its own employees and agents. County training of its own staff shall
include training regarding intake and screening, and medical services for inmates, as required by federal
and/or state statute, regulation, and/or law.
SHP recognizes that certain training of SHP medical staff may need to be accomplished by the
County for the purposes of inmate interaction, and as may be required by statute, regulation and/or law.
SHP may require reimbursement of these training period hours if they are over and above the contracted
on-site hours as agreed upon within the proposal and this Agreement.
Section 4.4 is hereby inserted with a new provision as follows:
4.4 Officer Staffing Levels. It is understood SHP medical staff are given clearance to work
and perform medical functions within the Jail. Should staffing levels of the correctional staff fall below an
acceptable standard causing the SHP medical staff to be unable to complete such services in a timely
manner, the County shall be responsible for the consequences of the same, for any resulting
noncompliance with County, State, or Federal entity requirements or regulations, including, but not limited
to, any resulting failed inspection and/or audit by County, State or Federal entity. SHP medical staff shall
document and report such issues of backlogs created by inadequate officer staffing level s to the Jail
Administrator. The County shall, upon notification by SHP, exercise every effort to bring officer staffing
levels back up to standard within a reasonable period of time.
Section 5.5 is hereby inserted with a new provision as follows:
5.5 Infection Control – Personal Protective Equipment (PPE). SHP and County understand
that adequate infection control PPE are essential and necessary for the health and safety of the agents,
employees and subcontractors of SHP as well as for the health a nd safety of inmates and County's staff,
consistent with the correctional setting. SHP shall be financially responsible for the reasonable costs
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associated with providing sufficient infection control PPE for its employees and/or subcontractors in
compliance with regular County, State or Federal entity requirements or regulations. In the instance of
any outbreak, pandemic, jail directive/instruction, or other unusual infection control situation, additional
PPE supplies and/or cost increases above SHP’s usua l practice and procedure shall be assessed back to
the County either through a contracted cost pool structure or direct billing back to the County for
reimbursement to SHP.
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, 2021, 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 o therwise
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
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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.
(c) Termination or non-renewal by Cancellation. This Agreement may be canceled
or non-renewed without cause by either party upon thirty (30) days prior written
notice in accordance with Section 9.3 of this Agreement.
(d) Annual Appropriations and Funding. This Agr eement shall be subject to the
annual appropriation of funds by the Orange County Board of 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. During the term of this Agreement, effective July 1, 2020, through
June 30, 2021, County will compensate SHP according to the following schedule of rates:
TWELVE-MONTH RENEWAL PERIOD
Effective July 1, 2020,
through June 30, 2021
TWELVE-MONTH
ANNUALIZED PRICE
AND MONTHLY
INSTALLMENTS
AVERAGE DAILY
POPULATION
BASE LIMIT AND
PER DIEM RATE
Two months running from
July 1, 2020, through August 31, 2020
$380,205.36
$31,683.78 monthly
ADP limit: 180 inmates
Per diem rate: $1.45
Ten months running from
September 1, 2020, through June 30, 2021
$371,445.36
$30,953.78 monthly
ADP limit: 140 inmates
Per diem rate: $1.45
The total amount of base compensation payable to SHP for the twelve -month period effective
July 1, 2020, through June 30, 2021, will be $372,905.36. 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 prorated
accordingly for the shortened month.
Section 7.2 is hereby replaced in its entirety by the following:
7.2 Increases in Inmate Population. County and SHP agree that, effective July 1, 2020, 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 for any given month, the compensation payable to
SHP by County shall be increased by a per diem rate of $1.45 for each inmate over 180. The average
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daily inmate resident population shall be calculated by 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 adju stments 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.
County and SHP agree that, effective September 1, 2020, the annual base price is calculated
based upon an average daily inmate population of up to 140. If the average daily inmate population
exceeds 140 inmates for any given month, the compensation payable to SHP by County shall be
increased by a per diem rate of $1.45 for each inmate over 140. The average daily inmate resident
population shall be calculated by 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 140, 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 145 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 in stances 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 ser vices to the increased number of
inmates and maintain the quality of care. This would be done with the full knowledge and agreement of
the Jailer and other involved County officials, and following appropriate notification to County.
Section 9.3 is hereby replaced in its entirety by the following:
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 delivered by certified or registered first-class mail (return receipt
requested, postage prepaid) or Federal Express, UPS or other reputable overnight courier service (with
signed delivery confirmation), and transmitted by electr onic mail transmission, including PDF (with
delivery and read receipt confirmation), and addressed to the appropriate party(s) at the following
address and regularly-monitored electronic mail address of such party, or to any other person at any
other address and regularly-monitored electronic mail address as may be designated in writing by the
parties:
a. County: Orange County Board of Commissioners
300 W. Tryon St.
P O Box 8181
Hillsborough, North Carolina 28278
Email: _____________________________________
Attn: John Roberts, Attorney to the Board
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b. SHP: Southern Health Partners, Inc.
2030 Hamilton Place Boulevard, Suite 140
Chattanooga, Tennessee 37421
Attn: President
Email: jennifer.hairsine@southernhealthpartners.com and
lacey.lafuze@southernhealthpartners.com
Notices shall be effective upon receipt regardless of the form used.
Section 9.17 is hereby inserted with a new provision as follows:
9.17 Non-solicitation. SHP takes pride in its staff and has a significant investment in the
training and professional development of our employees an d independent contractors; they are valued
members of our business. As such, during the term of this Agreement or within one (1) year after this
Agreement’s termination, the County and its agents agree not to solicit any employee or independent
contractor of SHP on behalf of the County or any other business enterprise, nor to induce any employee
or independent contractor associated with SHP to terminate or breach an employment, contractual or
other relationship with the SHP. The County hereby acknowledges (1) that SHP will suffer irreparable
harm if the obligations under this Agreement are breached; and, (2) the County agrees to pay a
professional replacement fee of Seven Thousand Five Hundred Dollars ($7,500.00) per employee or
independent contractor to compensate SHP for the estimated cost of replacing said emp loyee or
independent contractor. The foregoing shall not apply to any SHP employee or independent contractor
who may have been employed by the County directly prior to this agreement start date.
IN WITNESS WHEREOF, the parties have executed this Agreement in their official capacities
with legal authority to do so.
ORANGE COUNTY, NC
BY:
_____________________________________________
_____________________________________________
_____________________________________________
Date: _____________
ATTEST:
Date: _____________
SOUTHERN HEALTH PARTNERS, INC.
BY:
_____________________________________________
Jennifer Hairsine, President and Chief Executive Officer
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Date:
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