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HomeMy WebLinkAbout2023-610-E-Sheriff Office-Prime Health Services-containment services of off-site health care services for inmatesPrime Health Services, Inc. County Master Services Agreement 1 | P a g e Copyright © 2014 – Prime Health Services, Inc. County Corrections MSA - v1.0 - created 12/1/13; updated 12/6/17 This MASTER SERVICES AGREEMENT (“Agreement”) is entered into, effective on _________________________ ("Effective Date"), between Prime Health Services, Inc. ("PHS"), a Tennessee corporation, and Orange County Sheriff’s Office (“SHERIFF”), located in the State of North Carolina. PHS and SHERIFF each may be referred to as a “Party” and collectively as the “Parties.” WHEREAS, PHS provides cost containment services to the corrections industry and has established and manages a preferred provider organization (PPO) network of medical providers for the correctional health care industry; and WHEREAS, SHERIFF requests the cost containment services of PHS when arranging certain off-site health care services for SHERIFF’s incarcerated members for which SHERIFF will reimburse PHS based on the fees described herein for network access and cost containment services; NOW, THEREFORE, in consideration of the terms and conditions set forth herein, the receipt and sufficiency of which are hereby acknowledged, PHS and SHERIFF agree as follows: 1.0 DEFINITIONS 1.1 “Billed Charges” means the fees, rates, and charges billed by providers for their provision of medical or health care services before any discounts and adjustments are made. 1.2 “Compensable Services” means the health care services that Covered Persons are entitled to receive through Participating Providers according to applicable law and as explained under the terms of this Agreement. 1.3 “Covered Person” means a person entitled to Compensable Services. 1.4 “EOB” or “EOB Summary” means the form generated after a claim is repriced and discounts are applied, which is sent to SHERIFF and providers for their records and to establish the amount that is due for the services rendered. 1.5 “Participating Provider” means a provider who has a contractual relationship with PHS or a contracted physician group to provide Compensable Services to Covered Persons. 2.0 RESPONSIBILITIES OF PHS 2.1 Services Provided by PHS. PHS will provide cost containment services to SHERIFF based on SHERIFF’s needs. These services include: access to PHS’s correctional PPO network; discount negotiation services; scrubbing; claims repricing; and EOB generation. 2.2 Reporting. PHS will provide SHERIFF with monthly reports of claim data and incidents in an agreed upon format. DocuSign Envelope ID: CC7A4A66-ACFF-408E-A299-938E0666EA49 10/20/2023 Prime Health Services, Inc. County Master Services Agreement 2 | P a g e Copyright © 2014 – Prime Health Services, Inc. County Corrections MSA - v1.0 - created 12/1/13; updated 12/6/17 2.3 Provider's Responsibility for Medical Services. SHERIFF agrees that neither PHS nor SHERIFF shall be liable for, nor will they exercise control or direction over, the manner or method by which a Participating Provider renders health care services to Covered Persons, and that PHS cannot obligate or force its providers to medically treat Covered Persons. Participating Providers shall be solely responsible for the treatment, medical care, and maintenance of their relationships with Covered Persons. 2.4 State Mandated Language. By executing this Agreement, PHS 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, PHS 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, PHS affirms it is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 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. 2.5 Non-discrimination. PHS shall at all times during the term of this Agreement remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy (the policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and SHERIFF may immediately terminate this Agreement without further obligation on the part of SHERIFF. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. 3.0 RESPONSIBILITIES OF SHERIFF 3.1 Offering of SHERIFF. SHERIFF agrees to use PHS as its preferred cost containment vendor on a claim-by-claim basis for the term of this Agreement. 3.2 PHS Service Fee. SHERIFF shall pay PHS a fee, as specified in Exhibit 1.0, for performing its responsibilities under this Agreement. 3.3 Confidentiality of Discounts. PHS discounts, fees, and other plan information must not be shared or passed to another organization without PHS’s prior written consent. 4.0 INDEMNIFICATION, LEGAL DEFENSE, AND DISPUTES 4.1 Indemnification. Each Party shall indemnify, defend and hold harmless the other Party from and against, and in respect to, any and all claims or liabilities, including reasonable attorneys' fees, that the other Party incurs or suffers, which arise out of or relate to any of the indemnifying Party’s acts or omissions or any breach by the indemnifying Party of its DocuSign Envelope ID: CC7A4A66-ACFF-408E-A299-938E0666EA49 Prime Health Services, Inc. County Master Services Agreement 3 | P a g e Copyright © 2014 – Prime Health Services, Inc. County Corrections MSA - v1.0 - created 12/1/13; updated 12/6/17 representations, warranties, covenants or guarantees under this Agreement or in any exhibit, attachment, or other instrument furnished under this Agreement. Nothing in this Agreement is intended to waive any immunities that SHERIFF may have under state or federal law. 4.2 Legal Defense. PHS shall not be responsible for the defense of any legal action arising out of any claim for payment. PHS agrees to cooperate with SHERIFF by furnishing such evidence as it has available connected to the defense of any such action. SHERIFF and PHS shall notify each other promptly in writing of any changes in their respective ownership and of any legal, administrative, or governmental actions initiated against them, or any other problem or occurrence which could materially affect their ability to perform their duties and obligations under this Agreement. 4.3 Resolution Period. If a non-disputing Party is unable to resolve a dispute to the satisfaction of the disputing Party within a reasonable timeframe after the non-disputing Party’s receipt of the dispute and corresponding documents, the disputing Party must send written notification to the other Party along with a proposed solution prior to taking legal action. Thereafter, the Parties will first attempt in good faith to promptly and informally resolve the dispute by negotiation at an agreed upon time and location. During such negotiation, the Parties must engage in detailed communications and make diligent attempts to reach an amicable resolution. If the Parties are unable to reach a resolution within a reasonable timeframe, then the venue for any further action or legal proceeding shall be in Tennessee. 5.0 TERM AND TERMINATION 5.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue in effect for three (3) years. Thereafter, this Agreement shall renew automatically for successive one (1) year terms ending on the initial anniversary date each year, unless either Party gives the other Party written notice of termination pursuant to Section 5.2 or Section 5.3 below. 5.2 Termination With Cause. This Agreement may be terminated by either Party by giving thirty (30) days written notice to the other Party of a material breach of this Agreement. The breaching Party will have the right to cure such breach within the thirty (30) day notice period. If the Party to whom notice was served fails to cure the breach within the 30 day notice period, then that Party will be in material default, and this Agreement will terminate at the end of the 30 day notice period. 5.3 Termination Without Cause. Either Party may terminate this Agreement at any time without cause by giving written notice to the other Party at least ninety (90) days prior to the effective date of termination, without the need for prior consent of or notice to any Covered Person, Participating Provider, or other third party. 5.4 Procedure Upon Termination. If this Agreement is terminated by either Party for any reason, all rights and obligations hereunder shall cease, with the exception of: (i) those provided in this Section 5; (ii) those arising out of any indemnification provision set forth herein; and, (iii) those that have accrued as a result of this Agreement. DocuSign Envelope ID: CC7A4A66-ACFF-408E-A299-938E0666EA49 Prime Health Services, Inc. County Master Services Agreement 4 | P a g e Copyright © 2014 – Prime Health Services, Inc. County Corrections MSA - v1.0 - created 12/1/13; updated 12/6/17 SHERIFF shall, to the extent provided in the correctional health care program and consistent with applicable law, remain liable for payment to Participating Providers pursuant to the terms of this Agreement, including, without limitation, the terms of the compensation system in effect at termination and for Compensable Services furnished prior to such termination. 6.0 CONFIDENTIAL INFORMATION, TRADEMARKS AND COPYRIGHTS 6.1 Confidential and Proprietary Information. A Party disclosing Confidential and Proprietary Information (“CPI”) to the other Party shall at all times own all such information disclosed by it, and the P arty to whom CPI is disclosed shall use its best efforts, consistent with the manner in which it protects its own CPI, to preserve the confidentiality of any such information which such Party knows or reasonably should know that the other Party deems to be confidential and proprietary. Neither Party shall use for its own benefit or disclose to third parties any CPI of the other Party without such other Party's prior written consent, except as required by applicable law or court order. 6.2 Trademarks and Copyrights. Neither Party shall use the other Party’s name, seals, symbols, trademarks, or service marks in advertising or promotional materials or otherwise without the prior written consent of such other Party. Any such use by a Party, without the approval of the other Party shall cease immediately upon the earlier of receipt of written notice from the other Party or termination of this Agreement. Each Party hereby grants the other Party the right to use its name, address, and telephone number in connection with the other Party’s obligations hereunder. SHERIFF grants PHS the right to use its name and savings information in monthly newsletters and on its website. 6.3 Medical Records. The Parties shall maintain the confidentiality of Covered Persons’ medical records to the extent required by applicable law, and the release to any person of information in such records shall require the Covered Person’s consent unless otherwise permitted under applicable law. Neither Party shall be in breach of this Agreement for failure to supply information that cannot be supplied due to prevailing law or for supplying information required under prevailing law. The Parties agree to comply with all state and federal laws regarding confidentiality of patient records, including, but not limited to, federal regulations promulgated under HIPAA and HITECH. 7.0 GENERAL PROVISIONS 7.1 Notices. Any notice given pursuant to this Agreement shall be in writing and sent via FedEx (delivery fees prepaid and signature required) or certified mail (return receipt requested, postage prepaid) to the recipient at its respective address designated on the signature page of this Agreement. 7.2 Independent Contractors. PHS and SHERIFF are independent entities contracting with each other solely for the purposes of performing this Agreement. 7.3 Amendments. Amendments must be agreed to in writing by PHS and SHERIFF. DocuSign Envelope ID: CC7A4A66-ACFF-408E-A299-938E0666EA49 Prime Health Services, Inc. County Master Services Agreement 5 | P a g e Copyright © 2014 – Prime Health Services, Inc. County Corrections MSA - v1.0 - created 12/1/13; updated 12/6/17 7.4 Severability. If a portion of this Agreement is invalid or unenforceable, such portion shall be ineffective only to the extent of the invalidity or unenforceability, and the remaining portions shall nevertheless be valid, enforceable, and of full force and effect. 7.5 Waiver. The waiver by either Party of any breach of, or failure to insist upon strict compliance with, any provision of this Agreement, shall not be construed as a waiver of any subsequent breach of or failure of strict compliance with the same or any other provision. The failure to exercise any right hereunder shall not operate as a waiver of such right. All rights and remedies provided for herein are cumulative. 7.6 Entire Agreement. This Agreement, including any exhibits or attachments hereto, contains all of the terms and conditions agreed upon by the Parties regarding the subject matter of this Agreement and supersedes any prior agreements, negotiations or representations, either oral or written, relating to the subject matter of this Agreement. 7.7 Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and taken together shall constitute a single instrument. 7.8 Assignment. Neither Party shall assign, subcontract, or delegate its rights, duties or obligations hereunder unless the other Party approves of such assignment, subcontract, or delegation by prior written consent. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. 7.9 Exhibits. In a conflict between the provisions of any exhibit or attachment hereto and this base Agreement, the provisions of the exhibits and attachments shall control. 7.10 Force Majeure. A Party’s obligations shall be excused during any period of delay or inability to provide services caused by matters such as strikes, acts of God, shortages of raw materials or power, an inability to obtain products or services after using its best efforts to do so, governmental action or compliance with governmental requirements, whether voluntary or pursuant to order, or any other matter beyond the reasonable efforts of the Party to control. 7.11 No Third Party Beneficiary. This Agreement is not a third party beneficiary contract and shall not establish rights or remedies of Covered Persons or any third parties. 7.12 Public Records Provisions. PHS shall retain public records concerning this Agreement for at least three (3) years after final payment is made. SHERIFF reserves the right to access such records for an inspection or audit during normal business hours, upon five days prior written notice to PHS. Public records include any document, letter, map, photograph, book, tape, film, sound recording, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business between PHS and SHERIFF. IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement as of the Effective Date. DocuSign Envelope ID: CC7A4A66-ACFF-408E-A299-938E0666EA49 Prime Health Services, Inc. County Master Services Agreement 6 | P a g e Copyright © 2014 – Prime Health Services, Inc. County Corrections MSA - v1.0 - created 12/1/13; updated 12/6/17 Orange County Sheriffs Office Prime Health Services, Inc. 106 E. Margaret Lane 331 Mallory Station Road Hillsborough, North Carolina Franklin, TN 37067 27278 By: _________________________________ By: __________________________________ Title: _______________________________ Title: _________________________________ Date: _______________________________ Date: ________________________________ Exhibit 1.0 PHS FEES AND INVOICING PHS Service Fee: SHERIFF agrees to pay PHS an administration and plan fee equal to 19% of total Savings. Savings is defined as the difference between the providers Billed Charges and the final allowed amount that the provider has agreed to accept based on the services provided by PHS. Invoicing/Payment: PHS will reprice a provider claim, generate an EOB Summary, and send the final EOB Summary, which will include PHS’s service fee, to SHERIFF. SHERIFF agrees to send both the provider payment and the PHS service fee to the address listed on the EOB Summary within 14 days of its receipt of the EOB Summary. DocuSign Envelope ID: CC7A4A66-ACFF-408E-A299-938E0666EA49 Sheriff of Orange County 10/13/2023 10/20/2023 President/CEO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 9/29/2023 Commercial Insurance Associates,LLC 103 Powell Court,Ste 200 Brentwood TN 37027 Kelly Creekmore 615-515-6023 615-515-6001 kcreekmore@com-ins.com Sentinel Insurance Co Limited 11000 PRIMHEA-01 Accident Fund Insurance Company of America 10166PrimeHealthServices,Inc. 331 Mallory Station Rd. Brentwood TN 37067 Capitol Specialty Insurance 10328 Houston Casualty Company 42374 1129979607 A X 1,000,000 X 1,000,000 10,000 1,000,000 2,000,000 X 20SBAZT7851 6/17/2023 6/17/2024 2,000,000 A 1,000,000 X X 20SBAZT7851 6/17/2023 6/17/2024 A X X 6,000,00020SBAZT78516/17/2023 6/17/2024 6,000,000 X 10,000 B XAFWCP1000295706/17/2023 6/17/2024 1,000,000 1,000,000 1,000,000 C A D Professional Liability Property Cyber MC2022102202 20SBAZT7851 H23NGP223091-00 5/1/2023 6/17/2023 3/2/2023 5/1/2024 6/17/2024 5/1/2024 Per Claim/Aggregate Contents Cyber 5,000,000 2,205,800 5,000,000 Excess Professional Liability Policy No:MXO13741044501;Homesite Insurance Effective 5/1/2023-5/1/2024 ;$2,000,000 Limit General Liability,Hired &Non-Owned Auto Liability,and Employer's Liability are underlying coverages with respect to the above referenced Umbrella Policy. Orange County,its officers,agents,and employees are included as additional insureds as required by written contract with the Named Insured on the referenced General Liability. Orange County 300 West Tryon Street PO Box 8181 Hillsborough NC 27278 DocuSign Envelope ID: CC7A4A66-ACFF-408E-A299-938E0666EA49 Revised 06/21 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Prime Health Services, Inc. Party/Vendor Contact Person: Grant Hoffman Contact Phone: 615-565-8718 Party/Vendor Address: 331 Mallory Station Rd City Franklin State: TN Zip: 37067 Department: Sheriff’s Office Amount: variable Purpose: containment services of off-site health care services for inmates Budget Code(s): 10715020/630000 Vendor # 64932 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date Approved by Board Yes No Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Sheriff’s Attorney ___________________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: CC7A4A66-ACFF-408E-A299-938E0666EA49 10/13/2023 10/16/2023 Amount: $39,534.82 xxxxxx 10/20/2023 10/20/202310/20/2023