coos co UNTY FILING COVER SHEET
TO:

Coos County Clerk - Filing

FROM:

Office of Legal Counsel

COOS COUNTY, OREGON

Commissioners'
· Journal

CJ 2016-000598
09/07/2016 4 :37:24 PM

Please file th e attached document in the County Records using the selected Document type:

Affid avit of Publication
Board of Commissioners

t---4

--r-----i

X

Contracts & Agreements
Speci al Districts

Elections
Oaths of Office
Vacation Proceedings
Demand for Just Compensation

INDEXING INFORMATION
Affected Parties Names:
Board of Commissioners
Coo s County Sheriff's Office
Correct Care Solutions, LLC

Su~ject of Document: (brief description - minutes, contract, order, etc.)

Agreement for Inmate Health Care Services at the Coos County Jail, and Business
Associate Agreement
Resolution or Order#: N/A
Document Remarks:
Date of M eeting or of Document:

Signed by BOC on 9/2/2016

CONTRACT/GRANT SUMMARY FORM
Clerk's CJ No.:._ _ _ _ _ _ _ _ _ _ _ _ (complete after filed with Clerk)

Contract/Agreement/Grant No.:

Name/Agency Name and Address: Correct Care Solutions, LLC; 1283 Murfreesboro Rd.,Ste 500:Nashville,TN 37217
Contact Person: Patrick Cummiskey, President

Phone No. 615.324.5777

Amount of Contract/Grant Award: $ 599,1 60 Initial term
Payment Terms: monthly $49,930 if jail population under 49

(state lump sum or amount and time of payments)

.Start Date: 9/01/16 End Date: 6/30/2018 auto renew for three one-year periods
_County Department and Employee Responsible for Performance: Sheriff's Office/ Sheriff Zanni & Darius Mede
Description: Jail Medical Services for the Coos County Jail

STATE%

OTHER%

FEDERAL%
(CFDA # Required)

Catalog of Federal Domestic Asst.
• ccFDA) Number

. .

•cFDA is a five digit number in the following format: xx.xxx. The first two d1g1ts designate the federal agency and the last three the grant description .
The following is a partial listing of the two digit agency identifier:
1O.xxx USDA
14.xxx HUD
20.xxx USDOT
66.xxx EPA
84.xxx Dept. of Education
11.xxx Dept. of Commerce 16.xxx USDOJ 39.xxx General Svs. Admin. 83.xxx FEMA 93.xxx USDHHS
NOTE: If the contracUgrant Is associated with more than one CDFA number, each segment must have it's own summary form.

D New

D Renewal

D Modification

Previous Amount: $
Previous Date:
Automatic Renewal? □Yes □ No
Will unemployment cost be incurred? □Yes □ No

Original Amount: $
Original Date:
Staff Requirements: □New □Existing □Subcontract

Method of Selection:
D None
D Other _ _
[83 Proposal

Type of Contract:

D Bid
D Quote

[83 New (complete sections below)

D Renewal {no need to complete sections below)
D Modification {no need to complete sections below)

Type of Contract:
[gj Goods and Services - If Not Using Bid or Proposal. Mark Exemption:

D Under $10,000
D Under $50,000 for Quotes
D Under $150,000 & Approval from Board for Quotes
D Sole Source
D Contract with Public Agency

D

D Equipment Maintenance
D Office Supplies
D Used Vehicles
D State Purchasing
D Other _ _

Public Improvement - If Not Using Bid, Mark Exemption:

D Under $5,000
D Under $50,000 for Quotes
D Under $100,000 & Not a Transportation Project for

D Alternative Contracting Method Approved by Board
□ Other _ _

Quotes

D

Personal Services Contract - If Not Using Proposal. Mark Exemption:

D
D

Under $50,000
Under $150,000 & Approval from Board

Will project be reported to Bureau of Labor for Prevailing Wages under ORS 279C.800? □Yes [8JNo
Certificate of insurance required? cgjYes 0No
Form of contract: D Oral [8J Written (attach the written contract)

Contract and Grant Summary Form

Revised 5/21/2015

AGREEMENT FOR INMATE HEALTH CARE SERVICES
AT COOS COUNTY, OREGON
Effective September 1, 2016 through June 301 2018

This Agreement for Inmate Health Care Services (hereinafter, the "AGREEMENT") entered into by and
between the County of Coos, a political subdivision in the State of Oregon (hereinafter, the "COUNTY"),
acting by and through its duly elected Board of COUNTY Commissioners, (hereinafter the "BOARD") and
Correct Care Solutions, LLC, (hereinafter ("CCS") a Kansas Limited Liability Company.
RECITALS
WHEREAS, the COUNTY and the duly elected Sheriff (hereinafter the "SHERIFF") are charged by law
with the responsibility for administering, managing, and supervising the health care delivery system of the
Coos County Jail located at 200 E. Secom;! St., Coquille, Oregon (hereinafter, "JAIL"); and
WHEREAS, the objective of the COUNTY is to provide for the delivery_of quality health care to the
INMATES and DETAINEES of the JAIL (hereinafter, "JAIL POPULATION"), in accordance with
applicable law; and
WHEREAS, CCS is in the business of administering correctional health care services and desires to
administer such services on behalf of the COUNTY to the JAIL POPULATION under the terms and
conditions hereof.
NOW, THEREFORE, in consideration of the covenants and promises hereinafter made, the Parties hereto
agree as follows:
DEFINITIONS
CONTRACT YEAR - The initial, and any successive, twelve (12) month period beginning with the
effective date of the AGREEMENT.
COUNTY INMATES/DETAINEES - An INMATE/DETAINEE held under the jurisdiction of the
COUNTY or SHERIFF. COUNTY INMATES/DETAINEES may be housed in the JAJL or in another
jurisdiction's correctional facility. However, COUNTY INMATES/DETAINEES housed in another
jurisdiction are not covered by the provisions of this AGREEMENT unless CCS administers health care
services at the other jurisdiction's facility and is specifically set forth below.
·
COVERED PERSONS - An INMATE/DETAINEE of the JAIL who is: (1) part of the JAIL's MADP;
and (2) FIT FOR CONFINEMENT; and (3)(a) incarcerated in the JAIL; or (b) on work release status and
is indigent. NOTE: COVERED PERSONS include OTHER COUNTY INMATES/DETAINEES for
purposes of delivery of basic health care services, however, the cost of certain services provided to OTHER
COUNTY INMATES/DETAINEES are borne by the COUNTY as set forth in Section 5.0.
DETArNEE - An adult or juvenile individual whose sentence has not yet been adjudicated and is held as
a pre-trial detainee or other individual held in lawful custody.
FIT FOR CONFINEMENT - A determination made by a CCS authorized physician that an
INMATE/DETAINEE is medically stable and has been medically cleared for acceptance into the JAIL.
Such determination shall only be made after resolution of any injury or illness requiring immediate
transportation and treatment at a hospital or similar facility.

HEALTH CARE STAFF - Medical, mental health and support staff provided or administered by CCS.
CCS CHIEF CLINICAL OFFICER- CCS's Chief physician who is vested with certain decision making
duties under this AGREEMENT.
INMATE - An adult or juvenile individual who is being incarcerated for the term of their adjudicated
sentence.
MONTHLY A VERAGE DAILY POPULATION (MADP) - The average number of
INMATES/DETAINEES housed in the JAIL on a daily basis for the period of one month. The MADP shall
include, but separately list, OTHER COUNTY INMATES/DETAINEES. The MADP shall be figured by
summing the daily population for the JAIL and OTHER COUNTY INMATES/DETAINEES (as
determined by a count performed at the same time each day) for each day of the month and dividing this
· sum by the total number of days in the month. JAIL records shall be made available to CCS upon request
to verify the MADP. Persons on work release and not indigent, home confinement, housed outside of the
JAIL, and parolees an_d escapees shall not be considered part of the JAIL's MADP.
NCCHC - The National Commission on Correctional Health Care.
OTHER COUNTY INMATE/DETAINEE-An INMATE/DETAINEE under the jurisdiction of another
county, state or federal agency, who is being housed in the JAIL.
PHYSICIAN EXTENDER - An advanced level healthcare professional such as a Nurse Practitioner,
Physician Assistant, or Clinical Nurse Specialist.
SPECIALTY SERVICES - Medical services that require physicians to be licensed in a specialty such as
obstetrics, gynecology, or dermatology or other specialized field of medicine, excluding services that are
otherwise provided for in this AGREEMENT.
ARTICLE I
HEALTH CARE SERVICES
1.0

SCOPE OF SERVICES. CCS shall administer health care services and related administrative
services at the JAIL according to the terms a.nd provisions of this AGREEMENT. The costs of the
various health care services shall be borne by CCS or the COUNTY as set forth in this Article.

I. 1

GENERAL HEALTH CARE SERVICES. CCS will arrange and bear the cost of the following
health care services:
1.1.1

RECEIVING SCREENING. A receiving screening of a COVERED PERSON shall be
performed soon as possible after the COVERED PERSON'S booking into the JAIL, not
to exceed 24 hours after the COVERED PERSON's arrival at the JAIL.

1.1.2

HEALTH ASSESSMENT. A health assessment of a COVERED PERSON shall be
performed as soon as possible, but no later than fourteen (14) calendar days after the
INMATE/DETAINEE's arrival at the JAIL. The health assessment shall follow current
NCCHC guidelines.

1. 1.3

SCHEDULED SICK CALL. A qualified healthcare professional shall conduct sick calls
for COVERED PERSONS on a timely basis and in a clinical setting. A PHYSICIAN

as

Page 2 of 17

EXTENDER or Physician will be available to see COVERED PERSONS at least once per
week.
1.2

AMBULANCE SERVICE. CCS shall arrange and bear the cost of emergency ambulance services
for COVERED PERSONS housed in the JAIL. Costs under this Section shall be included in the
CAP AMOUNT listed in Section 1.1 9.

1.3

BODY CAVITY SEARCHES/COLLECTION OF PHYSICAL EVIDENCE - CCS HEALTH
CARE STAFF will not perform body cavity searches, nor collect physical evidence (blood, hair,
semen, saliva, etc.).

1.4

DENTAL - ORAL SCREENING ONLY. CCS shall arrange and bear the cost of oral screening
(as defined by NCCHC guidelines) of all COVERED PERSONS. The COUNTY shall bear the cost
of any and all other dental services required by the JAIL POPULATION.

1.5

ELECTIVE MEDICAL CARE - NOT COVERED. CCS shall not be responsible for the provision
or cost of any elective care. In the event a member of the JAIL POPULATION requires elective
care, the INMATE/DETAINEE or COUNTY shall be responsible for all costs. Elective medical
care shall be defined as care which, if not provided, would not, in the sole opinion of CCS's CHIEF
CLINICAL OFFICER or designee, cause the INMATE/DET AINEE'S health to deteriorate or cause
harm to the INMATE/DETAINEE'S wellbeing. Decisions concerning elective medical care shall
be consistent with the applicable American Medic;:il Association (AMA) ·standards.

1.6

HOSPITALIZATION. CCS shall arrange and bear the cost of any hospitalization services
medically necessary for an INMATE/DETAINEE. Costs under this Section shall be included in the
CAP AMOUNT listed in Section 1.19.

1.7

LONG TERM CARE - NOT COVERED. CCS shall not be responsible for the provision or cost of
any long term care facility services. In the event that a meinber ofthe JAIL POPULATION requir~ ·
skilled care, custodial care or other services of a long term care facility, the COUNTY shall bear
the cost.

1.8

MEDICAL EQUIPMENT OVER $100. In the event that the Parties mutually agree that medical
equipment in excess of $100 per unit cost is required to assist in providing health care services to
COVERED PERSONS under this AGREEMENT, the COUNTY shall bear the cost of such
equipment.

1.9

MEDICAL SUPPLIES/EQUIPMENT OF $500 OR LESS. CCS shall provide and bear the cost of
medical supplies (i.e. alcohol prep pads, syringes, etc.) and equipment (i.e. thermometers, scales,
etc.) required to administer the terms of the AGREEMENT, which have a unit cost of$500 or less,
but does not include office and paper supplies.

1.10

MEDICAL WASTE. CCS shall arrange and bear the cost of removing and properly disposing of
medical waste material generated while fulfilling its duties under this AGREEMENT in accordance
with all applicable state laws and OSHA- regulated standards.

1.11

MENTAL HEALTH CARE. CCS shall arrange and bear the cost of limited Mental Health Care
services, as further provided in Exhibit A. CCS shall, to the extent necessary, coordinate and
cooperate with COUNTY when the preparation of Director's Holds are required for individuals
being released but requiring mental health housing and when the preparation of Oregon State
Hospital commitment reports fo r court-ordered placement at the state hospital are required.

I•

Page 3 of 17

Further, CCS agrees to coordinate and cooperate with Coos Health & Wellness (CHW) for mental
health coverage provided at the facility by CHW, including working with County-provided mental
health professionals. CCS shall not be responsible fo r the provision or cost of any off-site or
inpatient mental health services. In the event that off-site or inpatient mental health services are
necessary, costs shall be included in the CAP AMOUNT listed in Section 1.19.
I. 12

OFFICE EQUIPMENT - NOT COVERED. CCS shall not be responsible for the provision or cost
of any office equipment. The COUNTY shall be responsible for providing office equipment, such
as copier, fax and phone service requi red for the administrative operation of the medical unit.

I .-13

OFFICE SUPPLIES. CCS shall be responsible for providing office supplies such as books, medical
record folders, and forms as required fo r the administrative operations of the medical unit.

I .1 4

PATHOLOGY/RADIOLOGY SERVICES. CCS shall arrange and bear the cost of all pathology
and radiology services (also referred to
laboratory and x-ray services) _ordered by a CCS
physician for COVERED PERSONS. CCS shall arrange for on-site pathology and radiology
services to the extent reasonably possible. To the extent pathology and radiology services are
required and cannot be rendered on-site, CCS shall make appropriate off-site arrangements for
renderi ng pathology and radiology care. CCS will arrange and coordinate with the SHERIFF'S
office for any off-site transportation related to pathology or radiology services. Costs for off-site
pathology and radiology services shall be included in the CAP AMOUNT listed in Section I. I 9.

1.15

PHARMACY SERVICES. CCS shall provide monitoring of pharmacy usage as well as a Preferred
Medication List. Except as provided below, CCS shall bear the cost of all prescription and nonprescription over-the-counter medications prescribed by a duly licensed CCS physician for a
COVERED PERSON. Costs under this Section shall be included in the CAP AMOUNT listed in
Section 1.19.

as

1.15.2 GENERAL. Prescribing, dispensing, and administering of medication shall comply with
all State and Federal laws and regulations and all medications shall be dispensed under the
supervision of a duly authorized, appropriately licensed or certified health care provider.
I. 15.3 EXEPTIONS. CCS shall bear the cost of all prescription medication with the exception of
all prescription medications related to the treatment of Acquired Immune Deficiency
Syndrome ("AIDS"), Human Immuno-deficiency Virus ("HIV"), Hepatitis C, organ
transplants and neuromuscular disease, and Biological medications. Medications related to
the treatment of AIDS, HIV, Hepatitis C, organ transplants and neuromuscular disease, and
Biological medications shall be defined in accordance with the Physician's Desk Reference.
1. I 5.4 PSYCHOTROPIC MEDICATIONS. CCS shall arrange and bear the cost of psychotropic
medications for COVERED PERSONS.
1.16

PREGNANT COVERED PERSONS. CCS shall arrange and bear the cost of on-site health care
services for any pregnant COVERED PERSON in accordance with NCCHC standards and this
AGREEMENT, but CCS shall not arrange or bear the cost of any health care services for infants.
Off-site health care services for any pregnant COVERED PERSON shall be in accordance with
SPECIALTY SERVICES as set forth herein in paragraph 1.17.

1.17

SPECIALTY SERVICES. In the event it is determined that a COVERED PERSON requires
SPECIALTY SERVICES, CCS shall arrange and bear the cost of such services, subject to the
FINANCIAL LIM1TATION set forth below in Provision 1.1 9. CCS' authorized physician will
Page 4 of 17

make such determination and refer COVERED PERSONS for SPECIALTY SERVICES when, in
the physician's professional opinion, it is deemed medically necessary. CCS shall arrange on-site
SPECIALTY SERVICES to the extent reasonably possible. To the extent SPECIALTY
SERVICES are required and cannot be rendered on-site, CCS shall make appropriate off-site
arrangements for rendering such care. All Costs for off-si:te Specialty Services, or any Specialty
Services normally performed off-site of which CCS arranges delivery on-site, shall be _included in
the CAP AMOUNT listed in Section 1.19.
1. 18

VISION CARE - NOT COVERED. CCS shall not be responsible for the provision of eyeglasses
or any other vision services other than care for eye injuries or diseases. In the event that any
COVERED PERSON requires vision services, including an ophthalmolog~st's services, the
COUNTY shall bear the cost of such vision or eye care services.

1.19

FINANCIAL LIMITATIONS. CCS's maximum liability for costs associated with the provision
of off-site medical services, pharmacy services or other healthcare services which include, but are
not limited to, the services in Paragraphs 1.2, 1.6, 1.8, 1.11, 1.14, 1.15. 1.16 and 1.1 7 shall be
$20,000.00 in the aggregate per CONTRACT YEAR, to be pro-rated for any partial contract years
(the "CAP AMOUNT"). Costs for any medical or other health services, as set forth above, which
are provided to INMATES/DETAINEES during the CONTRACT YEAR which are in excess of
the CAP AMOUNT shall be the responsibility of the COUNTY. When the CAP AMOUNT for
the CONTRACT YEAR is reached, CCS will continue to provide utilization management, extend
all provider discounts to the COUNTY and pay these expenses on behalf of the COUNTY, as long
as the COUNTY remains current with payments due under this AGREEMENT. Amounts paid by
CCS which are over the CAP AMOUNT will be periodically reconciled with the COUNTY
·pursuant to Paragraph 8.1.
ARTICLE II
HEALTH CARE STAFF

2.0

STAFFING HOURS. CCS shall provide or arrange for the provision of HEALTH CARE STAFF
necessary to render the health care services contemplated in Article I as set forth in the staffing plan
set forth in Exhibit A, attached hereto and made a part hereof. CCS reserves the right to assign the
staff in Exhibit A to shift coverage as necessary based on oper'a tion needs to provide the health care
services under this AGREEMENT.
2.0.1

Additional hours may be provided if mutually agreed upon by both Parties in writing, with
at least 24 hours advanced notice.

2.0.2

CCS shall provide or arrange for the provision of an on-call PHYSICIAN EXTENDER or
Physician available by telephone 24 hours per day and 7 days per week.

2.0.3

CCS shall make reasonable efforts to supply the staffing levels contained in this section,
however, failure to continuously supply all of the req1,1ired staffing due to labor market
demands or other factors outside the control of CCS, after such reasonable efforts have
been made, shall not constitute a breach of this AGREEMENT; provided however, that if
CCS is unable to maintain staffing levels agreed upon hereunder for a period of thirty (30)
days or more, CCS and COUNTY shall negotiate in good faith and agree to a reasonable
adjustment in compensation; if the parties do not agree, then the parties shall submit the
matter to mediation, and further failing agreement to final, binding arbitration in
accordance with the laws of the State of Oregon.
Page 5 of 17

2.1

STAFFING LEVELS W AIYER. B ased on actual staffing needs as affected by medical
emergencies, riots, increased or decreased INMATE/DETAINEE population, and other unforeseen
circumstances, certain increases or decreases in staffing requirements may be waived as agreed to
in writing by the COUNTY and CCS.

2.2 ·

STAFF SCREENING. The COUNTY shall screen CCS's proposed HEALTH CARE STAFF,
employees, agents and/or subcontractors providing services at the JAIL to ensure they do not
constitute a security risk. The COUNTY shall have final approval of CCS's HEALTH CARE
STAFF, employees, agents and/or subcontractors in regards to security/background clearance.

2.3

SATISFACTION WITH HEALTH CARE STAFF. In recognition of the sensitive nature of
correctional facility operations, if the COUNTY becomes dissatisfied with any member of the
HEALTH CARE STAFF, the COUNTY shall provide CCS written notice of such dissatisfaction
and the reasons therefore. Following receipt of such notice, CCS shall use commercially reasonable
efforts to· resolve the dissatisfaction. If the problem is not resolved to the satisfaction of the
COUNT Y within ten (JO) business days following CCS's receipt of the notice, CCS shall remove
the individual from providing services at the JAIL wi thin a reasonab le time frame considering the
effects of such removal on CCS's ability to deliver health care services and recruibnent/hiring of
an acceptable replacement. The COUNTY reserves the right to tevoke the security clearance of
any HEALTH CARE STAFF at any time.

ARTICLE III
ADMINISTRATIVE SERVICES
3.0

UTILIZATION MANAGEMENT. CCS shall provide utilization management services and
administer Pharmacy services as set forth in Article I, on behalf of the COUNTY. CCS will follow
applicable state Jaws and make reasonable efforts to obtain provider discounts and will keep the
COUNTY and/or SHERIFF apprised of its utilization management practices.

3. 1

HEALTH AND MENTAL HEALTH EDUCATION AND TRAINING. CCS shall conduct an
ongoing health and mental htalth education and training program for the COUNTY Deputies and
Jailers in accordance with the needs mutually established by the COUNTY and CCS.

3.2

MONTHLY REPORTS. As requested by the SHERIFF, CCS shall submit quarterly health care
reports concerning the overall operation of the health care services program rendered pursuant to
this AGREEMENT and the general health of the JAIL POPULATION.

3.3

QUARTERLY MEETINGS. As requested by the SHERIFF, CCS shall meet quarterly, or as soon
thereafter as possible, with the SHERIFF, or designee, concerning health care services within the
JAIL and any proposed changes in health-related procedures or other matters, which both parties
deem necessary.

3.4

MEDICAL RECORDS MANAGEMENT. CCS shall provide the following medical records
management services:
3.4.1

MEDICAL RECORDS. CCS HEALTH CARE STAFF shall maintain, cause or require the
maintenance of complete and accurate medical records for COVERED PERSONS who
have received health care services. Medical records shall be kept separate from COVERED
PERSON'S confinement records. A complete copy of the individual medical record shall
be available to accompany each COVERED PERSON who is transferred from the JAIL to
Page 6 of 17

another location for off-site services or transferred to another institution. CCS will keep
medical records confidential and shall not release any information contained in any medical
record except as required by published JAIL policies, by a court order or by applicable law.
Upon termination of this AGREEMENT, all medical records shall be delivered to and
remain with the SHERIFF, as property of the SHERIFF's office.
3.4.2

COMPLIANCE WITH LAWS. Each medical record shall be maintained in accordance
with the Health Insurance Portability and Accountability Act of 1996 ("HlPAA"), and any
other applicable state or federal privacy statute or regulation.

3.4.3

RECORDS AVAILABILITY. As needed to administer the terms of this AGREEMENT,
CCS shall make available to the SHERIFF or COUNTY, unless otherwise specifically
prohibited, at the SHERIFF's or COUNTY's request, all records, . documents and other
papers relating to the direct delivery of health care services to the JAIL POPULATION
hereunder.
ARTICLE IV
PERSONS COVERED UNDER THIS AGREEMENT

4.0

GENERAL. Except as otherwise provided in this AGREEMENT, CCS shall only be required to
arrange for health care services under this AGREEMENT to be provided to COVERED PERSONS.

4.1

EMERGENCY MEDICAL CARE FOR JAIL EMPLOYEES AND VISITORS. CCS shall arrange
for on-site first response emergency medical care as required for JAIL employees, contractors and
visitors to the JAIL. The medical treatment shall be limited to the extent reasonably necessary to
stabilize and facilitate the individual's referral to a medical facility or personal physician.

4.2

RELEASE FROM CUSTODY. The COUNTY acknowledges and agrees that CCS is responsible
for the payment of costs associated with services rendered to COVERED PERSONS as set forth in
this AGREEMENT only when such persons remain in the custody of, or under the jurisdiction of,
the JAIL. In no event shall CCS be responsible for payment of any costs associated with any
services rendered to any individual when said individual is released from the custody of, or no
longer under the jurisdiction of, the JAIL including, but not limited to, releasees, parolees and
escapees. Furthermore, in no event shall CCS be responsible for payment of costs associated with
any medical services rendered to a COVERED PERSON when said COVERED PERSON is
injured outside the JAIL facility during transport to or from the JAIL.
ARTICLEV
PERSONS NOT COVERED OR PARTIALLY COVERED UNDER THIS AGREEMENT

5.0

OTHER COUNTY INMATES/DETAINEES. CCS shall only be responsible for arranging health
assessments, sick call, over-the counter medications, medical supplies and medical waste services
for OTHER COUNTY INMATES/DETAINEES. The cost of all prescription medication and all
other health care expenses shall be paid by the agency responsible for the OTHER COUNTY
INMATE/DETAINEE, including those services listed in Article I of this AGREEMENT and all
other medically-related expenses associated with OTHER COUNTY INMATES/DETAINEES.

5.1

COUNTY INMATES/DETAINEES HOUSED IN OTHER JURISDICTIONS OR OUTSIDE
THE JAIL. CCS shall not be responsible for arranging the medical care or treatment for COUNTY
lNMATES/DETAJNEES housed in other counties or jurisdictions. The COUNTY or SHERIFF or
other agency with legal responsibility for the medical care of such persons shall be responsible for
Page 7 of 17

all medical expenses associated with the care and treatment of COUNTY INMATES/DETAINEES
removed from the JAIL, including, but not limited to the services listed in Article I of this
AGREEMENT and any other health care related expenses associated with said
INMATES/DETAINEES, unless the INMATE/DETAINEE is housed in a facility where CCS
provides INMATE/DETAINEE health care services. CCS shall not be responsible for arranging
the medical care or treatment for COUNTY INMATES/DETAINEES housed outside the JAIL (i.e.
non-indigent work release INMATES/DETAINEES or INMATES/DETAINEES on home
confinement).
5.2

INJURIES PRIOR TO INCARCERATION, FIT FOR CONFINEMENT AND ESCAPED
INMATES/DETAINEES. CCS shall not be responsible for the cost of providing off-site medical
care for injuries incurred by an arrested person prior to incarceration at the JAIL or during an escape
or escape attempt, including, but not limited to, medical services provided to any arrested person
prior to the person's booking and confinement in the JATL. In addition, CCS shall not be responsible
for the cost of any medical treatment or health care services necessary to medically stabilize any
arrested person presented at intake by an arresting agency with a· life threatening injury or illness
or in immediate need of emergency medical care. CCS shall provide such care as is medically
necessary until the arrested person can be transported to a medical care facility by the arresting
agency or their designee. The arresting authority or the COUNTY shall bear the cost of, and be
responsible for, all reasonable and necessary medical services or health care services of the
individual until such time as the arresting authority can present a medically stable individual that
is FIT FOR CONFINEMENT. To the extent CCS is billed for medical services provided to an
individual who is not FIT FOR CONFINEMENT the COUNTY shall reimburse CCS for all such
costs. CCS shall not.charge an additional fee simply .to examine an individual to determine ifhe is
suitably FIT FOR CONFINEMENT.

ARTICLE VI
COST OF SERVICES NOT COVERED UNDER THIS AGREEMENT

6.0

SERVICES NOT LISTED. Both parties understand and agree that there will be costs incurred for
health care related services as outlined in Articles I, TI and III above. CCS shall not be responsible
for any expenses not specifically covered under Articles I, II and Ill of this AGREEMENT. In the
event that any of the health care services not covered by CCS under Articles I, II and III, or any
services that are not listed within this A GREEMENT, are required for a member of the JAIL
POPULATJON as a result of the medical judgment of a physician or CCS authorized personnel,
CCS shall not be responsible for arranging such services and the cost of such services shall be billed
directly to the COUNTY.

6.1

SERVICES BEYOND THE SCOPE OF Tl-IlS AGREEMENT. Both parties understand and agree
that there are certain occurrences, both beyond the control and within the control of the parties, that
may result in health care expenses which are outside the scope of the normal operation of a
correctional facility and, therefore, outside the contemplated scope of services under this
AGREEMENT. While both parties will act in good f~ith and endeavor to reduce the possibility of
such occurrences, in the unlikely event of an occurrence such as an Act of God, riot, explosion,
fire, food poisoning, epidemic illness outbreak or any other catastrophic event, or an event caused
by the action or inaction of the COUNTY or SHERIFF or their employees, agents or contractors,
which results in medical care for the JAIL POPULATION, JAIL staff, visitors, or contractors, CCS
shall not be responsible for costs attributable to such catastrophic event and all such costs shall be
borne by the COUNTY. Notwithstanding the above, CCS shall be responsible for medical costs
under this AGREEMENT associated with such an event only if such an event was caused solely
by CCS.
Page 8 of 17

ARTICLE VII
COUNTY'S DUTIES AND OBLIGATIONS

7.0

COMPLIANCE WITH HIPANSTATE HEALTH INFORMATION PRIVACY LAWS. The
COUNTY, JAIL, and SHERIFF and their employees, agents and subcontractors shall comply with
the Health Insurance Portability and Accountability Act of 1996 (hereinafter "HIPAA") and any
State health information privacy laws, to the extent they are applicable. The COUNTY and the
SHERIFF shall implement policies and/or procedures in compliance with such laws.

7.1

COMPREHENSIVE MEDICAL/MENTAL HEALTH CARE. CCS shall identify to the SHERIFF
those members of the JAIL POPULATION with medical or mental health conditions which may
be worsened as a result of being incarcerat~d at the JAIL or which may require extensive care while
incarcerated. After review of the circumstances, and when security risks permit, the SHERIFF shall
make every effort to have such an INMATE/DETAINEE released, transferred or otherwise
removed from the correctional setting.

7.2

RECORD ACCESS. During the term of this AGREEMENT, and for a reasoD:able time following
the termination of this AGREEMENT, the SHERIFF shall provide CCS, at CCS's request, the
COUNTY, JAIL and/or SHERIFF'S records (including m·edical records) relating to the provision
of health care services to the JAIL POPULATION, including records maintained by hospitals, and
other outside ~ealth care providers involved in th~ care or treatment of the JAIL POPULATION
(to the extent the COUNTY, JAIL or SHERIFF has control of, or access to, such records). CCS
may request such records in connection with the investigation of, or defense of, any claim by a
third party related to CCS's conduct or to prosecute a claim against a third party. · Any such
information provided by the SHERIFF to CCS that the SHERIFF considers confidential shall be
kept confidential by CCS and shall not, except as may be required by law, be distributed to any
third party without prior written approval by the SHERIFF.

7.3

USE OF INMATES/DETAINEES IN THE PROVISION OF HEALTH CARE SERVICES.
INMATES/DETAINEES of the JAIL shall not be employed or otherwise engaged or utilized by
eit~er CCS or the SHERIFF in rendering any health care services to the JAIL POPULATION,
provided however, that INMATES/DETAINEES may be used in positions not involving the
rendering of health care services directly to the JAIL POPULATION and not involving access to
JAIL POPULAT_ION records in accordance with NCCHC standards.

7.4

SECURITY OF THE JAIL FACILITY AND CCS. CCS and the COUNTY understand that
adequate security services are necessary for the safety of the agents, employees, and subcontractors
of CCS, as well as for the security of the JAIL POPULATION and SHERIFF'S staff, consistent
with a correctional setting. The SHERIFF shall provide seyurity sufficient to enable CCS, its
HEALTH CARE STAFF, employees, agents and/or subcontractors to safely provide the health care
services described in this AGREEMENT. CCS, its HEALTH CARE STAFF, employees, agents
and/or subcontractors shall follow all security procedures of the SHERIFF while at the JAIL or
other premises under the SHERIFF's direction or control. However, any CCS HEALTH CARE
STAFF, employee, agent and/or subcontractor may, at any time, refuse to provide any service
required under this AGREEMENT if such person reasonably feels that the current safety services
are insufficient. CCS shall not be liable for any loss or damages resulting from CCS's HEALTH
CARE STAFF, employees, agents and/or subcontractors failure to provide medical services due to
insufficient security services.
·

Page 9 of 17

,------ - - - - - ----

7.5

..

- -- - . ..

SHERIFF'S POLICIES AND PROCEDURES. CCS, its HEALTH CARE STAFF, employees,
agents and/or subcontractors shall operate within the requirements of the COUNTY'S and/or
SHERIFF'S posted security Policies and Procedures, which impact the provision of medical
services.
7.5.1

A complete set of said Policies and Procedures shall be maintained by the COUNTY and
made available for inspection by CCS at the JAIL, and CCS may make a reasonable number
of copies of any specific section(s) it wishes using the SHERIFF'S photocopy equipment
and paper.

7.5.2

Any Policy or Procedure that may impact the provision of health care services to the JAIL
POPULATION which has not been made available to CCS shall not be enforceable against
CCS unless otherwise agreed upon by both parties.

7.5.3

Any modification of the posted Policies and Procedures shall be timely provided to CCS.
CCS, its HEALTH CARE STAFF, employees, agents and/or subcontractors shall operate
within the requirement of a modified Policy or Procedure after such modification has been
made available to CCS.

7 .5.4

If any of the COUNTY and/or SHERIFF:'s Policies and Procedures specifically relate to
the delivery qfmedical services, the COUNTY and/or SHERIFF's representative and CCS
shall review the COUNTY and/or SHERIFF's Policies and Procedures and modify or
remove those provisions that conflict with CCS's Jail Health Care Policies and Procedures.

7.6

DAMAGE TO EQUIPMENT. CCS shall not be liable for loss of or damage to equipment and
supplies of CCS, its agents, employees or subcontractors if such loss or damage was caused by the
sole negligence of the COUNTY and/or SHERIFF's employees .

.7.7

SECURE TRANSPORTATION. The SHERIFF shall provide security as necessary and
appropriate in connection with the transportation of a member of the JAIL POPULATION to and
from off-site services including, but not limited to, SPECIALTY SERVICES, hospitalization,
pathology and radiology services as requested by CCS. CCS shall coordinate with the SHERIFF's
office for transportation to and from the off-site services provider or hospital.

7.8

OFFICE EQUIPMENT AND SUPPLIES. The SHERIFF shall provide use of COUNTY-owned
office equipment, supplies and all necessary utilities (including telephone and fax line service) in
place at the JAIL health care fadlities unless otherwise state in Paragraph 1.13. At the termination
of this AGREEMENT, CCS shall return to the COUNTY possession and control of all COUNTYowned medical and office equipment. At such time, the office equipment shall be in good working
order, reasonable wear and tear excepted.

7 .9

NON-MEDICAL CARE OF JAIL POPULATION. It is understood that the SHERIFF shall provide
for all the non-medical personal needs and services of the JAIL POPULATION as required by law.
CCS shall not be responsible for providing, or liable for failing to provide, non-medical services to
the JAIL POPULATION including, but not limited to, daily housekeeping services, dietary
services, building maintenance services, personal hygiene supplies and services and linen supplies.

7 .10

JAIL POPULATION INFORMATION. In order to assist CCS in providing the best possible health
care services to COVERED PERSONS, the SHERIFF shall provide, as needed, information
pertaining to the COVERED PERSON that CCS and the SHERIFF mutually identify as reasonable
and necessary for CCS to adequately perform its obligations under this AGREEMENT.
Page 10 of 17

ARTICLE VIII
COMPESNATION AND ADJUSTMENTS
8.0

ANNUAL AMOUNT/MONTHLY PAYMENTS. The base amount to be paid by the County to
CCS is $599,1 60 during the INITIAL TERM, payable in equal monthly installments. Each monthly
installment shall be at $49,930, pro-rated for any partial months and subject to any reconciliations
as set forth below. The first monthly amount is to be paid to CCS in September, 2016 for services
administered in the month of September, 2016. Each monthly payment then;after is to be paid by
the COUNTY to CCS before or on the I st day of the month of the month of service.

8. 1

QUARTERLY RECONCILIATION PROCESS. CCS will provide a quarterly reconciliation with
the COUNTY for any amounts owed by either party pursuant to the terms of this AGREEMENT,
including, but not limited to:
8.1. 1

ADJUSTMENT FOR MADP. For each month reconciled, if the JAIL's MADP is greater
than 49 INMATES/DETAINEES, the compensation payable to CCS by the COUNTY
shall be increased by the number of INMATES/DETAINEES over 49 at the per diem rate
of$1.12.

8.1.2

ADJUSTMENTS FOR COSTS IN EXCESS OF CAP AMOUNTS. The quarterly
reconciliation shall include any amounts paid by CCS in excess of the financial limits listed
in this AGREEMENT. The compensation payable to CCS by the COUNTY shall be
increased by any costs paid by CCS in excess of the financial limits listed in Paragraph
1.19.

ARTICLE IX
TERM AND TERMINATION
9 .0

TERM. The term of this AGREEMENT shall be from September l, 20 16 at 12:0 l a.m. through
June 30, 2018 at 11 :59 p.m. (the "INJTIAL TERM"). For a total or three additional twelve (12)
month renewal years, this AGREEMENT shall automatically renew for additional one year periods
on July 1st of each subsequent year with mutually agreed upon increases, unless this
AGREEMENT is terminated or notice of termination is given, as set forth in this Article.
9.0. l

RENEWAL. Upon each subsequent renewal of this AGREEMENT pursuant to Paragraph
9.0, the Parties have agreed to an increase of CPI but not to exceed 4.0% of the annual
amount as defined in Paragraph 9.0.1.1.
9.0.1.1 CPI INCREASES. A CPI increase shall be calculated by multiplying the annual
amount of the previous year by a fraction, the numerator of which is the Price Index
for a defined month no less than six months prior to the renewal date, and the
denominator of which is the Price Index for the same month for the year
immediately preceding the AGREEMENT renewal date. However, the annual
amount due for any year will not be less than the annual amount for the prior year.
The "Price Index" is defined as the Consumer Price Index - All Urban Consumers,
U.S. City Average, Medical Care Services (1982-84=100), published by the
Bureau of Labor Statistics of the U.S. Department of Labor.
·

9. 1

TERMINATION FOR LACK OF APPROPRIATIONS. It is understood and agreed that this
AGREEMENT shall be subject to annual appropriations by the COUNTY.
Page 11 of 17

9.1.1

Recognizing that termination for lack of appropriations may entail substantial costs for
CCS AND the COUNTY shall act in good faith and make every effort to give CCS
reasonable advance notice of any potenfial problem with funding or appropriations.

9.1.2

If futu re funds are not appropriated for this AGREEMENT, and upon exhaustion of
existing funding, the COUNTY may tenninate this AGREEMENT without penalty or
liability, by providing a minimum of thirty (30) days advance written notice to CCS.

9.2

TERMINATION DUE TO CCS'S OPERATIONS. The COUNTY reserves the right to tenninate
this AGREEMENT immediately upon written notification to CCS in the event that CCS
discontinues or abandons operations, is adjudged bankrupt or is reorganized under ariy bankruptcy
law, or fails to keep in force any required insurance policies. Both parties agree that termination
under this provision will be considered without cause.

9.3 .

TERMINATION FOR CAUSE.
following provisions:

The AGREEMENT may be terminated for cause under the

9.3.1

TERMINATION BY CCS. Failur~ of the COUNTY to comply with any provision of this
AGREEMENT shall be considered grounds for termination of this AGREEMENT by CCS
upon sixty (60) days advance written notice to the COUNTY specifying the termination
effective date and identifying the "basis for tenn ination." The COUNTY shall pay for
services rendered up to the date of termination of the AGREEMENT. Upon receipt of the
written notice, the COUNTY shall have ten (I 0) days to provide a written response to CCS.
If the COUNTY provides a written response to CCS which provides an adequate
explanation for the "basis for termination" and the COUNTY cures the "basis for
termination" to the satisfaction of the CCS, the sixty (60) day notice shall become null and
void and this AGREEMENT will remain in full force and effect. Termination under this
provision shall be without penalty to CCS.

9.3.2

TERMINATION BY COUNTY. Failure of CCS to comply with any provision of this
AGREEMENT shall be considered grounds for termination of this AGREEMENT by the
COUNTY who shall provide sixty (60) days advanced written notice specifying the
termination effective date and identifying the "basis for termination." The COUNTY shall
pay for services rendered up to the date of termination of the AGREEMENT. Upon receipt
of the written notice CCS shall have ten ( I 0) days to provide a written response to the
COUNTY. If CCS provides a written response to the COUNTY which provides an
adequate explanation for the "basis of tennination," or cures the "basis for termination" to
the satisfactiOJ'\ of the COUNTY, the sixty (60) day notice shall become null and void and
this contract will remain in full force and effect. Termination under this provision shall be
without penalty to the COUNTY.

9 .4

TERMINATION WITHOUT CAUSE. Notwithstanding anything to the contrary contained in this
AGREEMENT, the COUNTY or CCS may, without prejudice to any other rights it may have,
terminate this AGREEMENT for their convenience and w ithout cause by giving ninety (90) days
advance written notice to the other party.

9 .5

COMPENSATION UPON TERMINATION. If any of the above tennination clauses are exercised
by any of the parties to this AGREEMENT, the COUNTY shall pay CCS for all services rendered
by CCS up to the date of termination of the AGREEMENT regardless of the COUNTY'S failure
to appropriate funds.
Page 12 of 17

r

9.6

PROPERTY DISPOSITION UPON TERMINATION. Upon termination of this AGREEMENT,
CCS shall be allowed to remove from the JAIL any stock medications or supplies purchased by
CCS that have not been used at the time of termination. CCS shall also be allowed to remove its
property from the JAIL including its proprietary Policies and Procedures, Manuals, Training
Material, and Forms.

ARTICLE X
LIABILITY AND RISK MANAGEMENT
10.0

INSURANCE COVERAGE. CCS shall, at its sole cost and expense, procure and maintain during
the term of this AGREEMENT, the following coverage and limits of insurance:
I0.0.1 Workers' compensation coverage as required by law with a waiver of subrogation in favor
of COUNTY and to include employer's liability with limits ofnot less than $1,000,000 per
occurrence.
10.0.2 General commercial liability coverage for damages as a result of death or bodily injury
(including personal injury) to any person's destruction or damage to any property with
limits of not less than $2,000,000 each occurrence, $4,000,000 policy aggregate. Such
coverage shall include, but is not limited to the following: commercial general liability
coverage, and personal injury. Coverage shall be on an occurrence basis and not on a claim
made basis.
10.0.3 Automobile liability insurance as a result of death or bodily injury to any persons, or
destruction of or damage to any property arising out of the ownership, maintenance or use
of any owned, non-owned or hired motor vehicle with limits of not less than $1,000,000
per occurrence. Coverage shall be on an occurrence basis and not on a claim made basis.
10.0.4 Professional liability insurance, including errors and omissions, with limits of not less than
$2,000,000 per occurrence and $4,000,000 policy aggregate. Claims made insuran_ce shall
provide tail coverage through the statute of limitations for services provided under the
Agreement.

10. l

PROOF OF INSURANCE. CCS shall provide the COUNTY proof of professional liability or
medical malpractice coverage for CCS's HEALTH CARE STAFF, employees, agents and
subcontractors, for the term services are provided under this AGREEMENT. CCS shall promptly
notify the COUNTY, in writing, of each change in coverage, reduction in policy amounts or
cancellation of insurance coverage. If CCS fails to provide proof of adequate insurance within a
reasonable time under the circumstances, then the COUNTY shall be entitled to terminate this
AGREEMENT without penalty to the COUNTY pursuant to the terms of Article IX.

10.2

INDEMNIFICATION. CCS agrees to indemnify and hold harmless the COUNTY, its officials,
agents, and employees from and against any and all claims, actions, lawsuits, damages, judgments
or liabilities of any kind whats~ever caused by, based upon or arising out of any act, conduct,
misconduct or omission of CCS, its agents, employees, or independent contractors in connection
with the performance or non-performance of its duties under this AGREEMENT. The COUNTY
agrees to indemnify and hold harmless CCS, its officials, agents, and employees from and against
any and all claims, actions, lawsuits, damages, judgments or liabilities of any kind whatsoever
caused by, based upon or arising out of any act, conduct, misconduct or omission of COUNTY, its
agents, employees, or independent contractors. The COUNTY agrees to promptly notify CCS in
Page 13 of 17

----•--- ·-

writing of any incident, claim or lawsuit of which they become aware and shall fully cooperate in
the defense of such claim. The COUNTY agrees that CCS's indemnification .and defense
obligations do not apply for any costs or expenses, including attorney's fees or settlements, incurred
or effected prior to written notice to CCS as set forth above. Upon written notice of claim, CCS
shall take all steps necessary to promptly defend and protect the COUNTY from an indemnified
claim, including retention of defense counsel, and CCS shall retain sole control of the defense while
the action is pending, to the extent allowed by law.
10.3

HIPAA. CCS, the COUNTY, JAIL, and their employees, agents and subcontractors shall fully
comply with, and shall implement all necessary policies and/or procedures in order to comply with,
the requirements ofHIPAA as it applies to the services provided under this AGREEMENT. The
COUNTY, JAIL, and their employees and agents shall indemnify and hold harmless CCS from and
against any claims of any kind made as a result of alleged or actual violations of I-TIPAA by the
COUNTY and its employees, agents and subcontractors, unless such claims are proven to be caused
by the sole negligence or willful misconduct of CCS.
ARTICLE XI
MISCELLANEOUS

11.0

INDEPENDENT CONTRACTOR STATUS. It is mutually understood and agreed, and it is the
intent of the parties hereto that an independent contractor relationship be and is hereby established
under the terms and conditions of this AGREEMENT. Nothing in this AGREEMENT shall be
construed to create an agency relationship, an employer/employee relationship, a joint venture
relationship, or any other relationship allowing the COUNTY to exercise control or direction over
the manner or methods by which CCS, its employees, agents or subcontractors perform hereunder,
or CCS to exercise control or direction over the manner or methods by which the COUNTY and its
employees, agents or subcontractors perform hereunder, other than as provided in this
AGREEMENT.

11.1

SUBCONTRACTING. In ·performing its obligations under the AGREEMENT, it is understood
that CCS is not licensed or otherwise authorized to engage in any activity that may be construed or
deemed to constitute the practice of medicine, dentistry, optometry, or other professional healthcare
service requiring licensure or other authorization under state law. To comply with these
requirements CCS may engage physicians or other clinicians as independent contractors ("Contract
Professionals"), rather than employees, in order to supply the clinical services required under this
AGREEMENT. CCS shall engage Contract Professionals that meet the applicable professional
licensing requirements and CCS shall exercise administrative supervision over such Contract
Professionals as necessary to insure the fulfillment of the obligations contained in this
AGREEMENT. Contract Professionals shall provide clinical services under this AGREEMENT
in a manner reasonably ~onsistent with the independent clinical judgment that the Contract
Professional is required to exercise. It is further unders·tood that CCS may subcontract for
specialized services such as pharmacy, medical waste, medical supplies and other services or
supplies which it is required to provide under this AGREEMENT.

11.2

AGENCY. For purposes of asserting any statutory rights afforded to the COUNTY to pay
providers for medical services at certain reduced rates, COUNTY designates CCS as their agent to
assert such rights and privileges.

11.3

EQUAL EMPLOYMENT OPPORTUNITY. CCS will not discriminate against any employee or
applicant for employment because of race, color, religion, sex, ancestry, national origin, place of
Page 14 of 17

birth, marital status, sexual orientation, a·g e or handicap unrelated to a bona fide occupational
qualification of the position or because of status as a disabled veteran or Vietnam-Era veteran. CCS
will distribute copies of its commitment not to discriminate to all persons who participate in
recruitment, screening, refefral and selection of job applicants, and to prospective job applicants.
11.4

WAlVER OF BREACH. The waiver of 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.

11.5

OTHER CONTRACTS AND THIRD-PARTY BENEFICIARJES. The parties acknowledge that
CCS is neither bound by or aware of any other existing contracts to which the COUNTY is a party
and which relate to the providing of health care to INMATES/DETAlNEES 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 this AGREEMENT is for their respective benefits
only and not for the benefits of others who might otherwise be deemed to constitute.third-party
beneficiaries thereof.

11.6

FORCE MAJEURE. In case performance of any terms or provisions hereof shall be delayed or
prevented because of compliance with any Jaw, decree or order of any governmental agency or
authority oflocal, State or Federal governments or because ofriots, war, terrorism, explosions, acts
of civil or military authority, acts of public enemy, public disturbances, lack of adequate security
escorts, strikes, lockouts, differences with workers, earthquakes, fires, floods, Acts of God or any
other reason whatsoever which is not reasonably within the control of the party whose performance
is interfered with and which, by the exercise of reasonable diligence, said party is unable tci prevent;
the party so suffering may, at its option, suspend, without liability, the performance of its
obligations hereunder during the period such cause continues.

11.7

ASSIGNMENT. Except as otherwise provided herein, no party to this AGREEMENT may assign
any of its rights or delegate any of its duties under this Agreement without the prior written consent
of the other parties; provided however, that CCS may assign its rights or delegate its duties to an
affiliate of CCS, or in connection with the sale of all or substantially all of the stock assets or
business ofCCS, without the prior written consent of the other parties. Any unauthorized attempted
assignment shall be null and void and of no force or effect.

11.8

NOTICES. Any notice of termination, requests, demands or other communications under this
AGREEMENT shall be in writing and shall be deemed delivered: (a) ·when delivered in person to
a representative the parties listed below; (b) upon receipt when mailed by overnight courier service,
mailed by first-class certified or registered mail, return receipt requested, addressed to the party at
the address below; or (c) upon confirmation of receipt if sent by facsimile to the fax number of the
party listed below:
lfforCCS:
Correct Care Solutions, LLC
Attn: Chief Legal Officer
1283 Murfreesboro Road, Suite 500
Nashville, TN 37217

If for County:
Coos County Courthouse
Attn: Sheriff Craig Zanni
250 N. Baxter Street
Coquille, OR 97423

Such address may be changed from time to time by either party by providing written notice as
provided above.

Page 15 of 17

- - - - - - - - --- - . -

11.9

GOVERNING LAW. This AGREEMENT shall be governed by and construed in accordance with
the laws of the State of Oregon without regard to the conflicts ot'laws or rules of any jurisdiction.

I 1.10

EXECUTION AUTHORITY. By their signature below, each signatory individual certifies that
they are the properly authorized agent or officer of the applicable party hereto and have the requisite
authority necessary to execute this Agreement on behalf of such party, and each party hereby
certifies.to the other than any resolutions necessary to create such authority have been duly passed
and are now in full force and effect.

11.11 SURVIVAL. The following provisions will survive any termination or expiration of the
AGREEMENT: Article VIII, Article IX and Article X.
I 1.12

COUNTERPARTS. This AGREEMENT may be executed in several counterparts, each of which
shall be considered an original and all of which shall constitute but one and the same instrument.

11.13

TITLES OF PARAGRAPHS. Titles of paragraphs are inserted solely for convenience ofreference .
and shall norbe deemed to limit, expand-or otherwise affect the provisions to which they relate.

11.14 SEVERABILITY. In the event that any one or more provisions of this AGREEMENT shall, for
any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegal,ity
or unenforceability shall not affect any other provision of this AGREEMENT and this
AGREEMENT shall be construed and enforced as if such invalid, illegal or unenforceable
provision had never been contained herein.
11.15

ENTIRE AGREEMENT. This AGREEMENT constitutes the entire agreement of the parties and
is intended as a complete and exclusive statement of the promises, representations, negotiations,
discussions and agreements that have been made in connection with the subject matter hereof. This
AGREEMENT may be amended at any time, but only with the written consent of all parties.

REMAINDER OF PAGE INTENTIONALLY BLANK

Page 16 of 17

IN WITNESS WHBREOF, the parties have caused this AGREEMENT to be executed as·their official act
- - - - - - -by-their--respeotive,represen1ative;-eaelvof.wh0m-ls-diJly-authorized-to-eKeeut&-the-seme.------------ AGREED TO AND ACl;EPTED AS STATED ABOVE

COUNTY OF COOS, OREGON

~

~ SOLUTIONS,

:-~{Ajdu~

;5-o,+N

Nam

Title:
Date:

tv. S:wr...e.r

tiM 112. lJotM;-;:. oe ./bma'fl~:$/QJJ

-qj~/1(.., . . .. .
I

.

'--

Na 1c:
Title:

LA..S

, ✓

•

-?

•

Date:

'1 ~ 2 - Jo , h

Date:

9 - '2.. -

7.-D/

WVH_:...( .

kz

Page 17 of 17

LLC

EXHIBIT A-STAFFING MATRIX
Coos County OR - Option 1

--------POSITION
Health Services Administrator

--------------

Day Shift
Mon

Tue

Wed

Thu

Fri

8

8

8

8

8

Registered Nurse (RN)

Sat

Sun

Hrs/WK

FTE·

40.00

1.00

8

8

16.00

0.40

Evening Shift
'

POSITION
Registered Nurse (RN)

Mon

Tue

Wed

Thu

Fri

Sat

Sun

Hrs/WK

FTE

8

8

8

8

8

8

8

56

1.40

56

1.40

172

4.30

Total Hours/FTE - Evening
Weekly Total
I

TOTAL HOURS/FTE-WEEKLY

BUSINESS ASSOCIATE AGREEMENT
1. DEFINITIONS F OR USE IN THIS AGREEMENT
"Covered Entity" shall mean Coos County, its designated health care components, the Coos County
Sheriff's Office, and the Coos County Jail.
"Data Aggregation" shall mean, with respect to Protected Health Information created, received or

accessed by CCS in its capacity as the business associate of the Covered Entity, the combining of such
Protected Health Information by CCS with the Protected Health Information received by CCS in its
capacity as a business associate of another covered entity, to pe1mit data analyses that relate to the health
care operations of the respective covered entities.
"Designated Record Set" shall mean a group of records maintained by or for the Covered Entity that is
(i) the medical records and billing records about individuals maintained by or for the Covered Entity; (ii)
the enrollment, payment, claims adjudication, and case or medical management record systems
maintained by or for a health plan; or (iii) used, in whole or in part, by or for the Covered Entity to make
decisions about individuals. As used herein the term "Record" means any item, collection, or grouping of
information that includes Protected Health Information and is maintained, collected, used, or
disseminated by or for the Covered Entity.
"Electronic Media" shall mean the mode of electronic transmissions. It includes the Internet, extranet
(using Internet technology to link a business with information only accessible to collaborating parties),
leased lines, dial-up lines, private networks, and those transmissions that are physically moved from one
location to another using magnetic tape, disk, or compact disk media.
"Individually Identifiable Health Information" shall mean information that is a subset of health
information, including demographic information collected from an individual, and

(i) is created or received by a health care provider, health plan, employer, or hea_lth care
clearinghouse; and
(ii) relates to the past, present, or future physical or mental health or condition of an
individual; the provision of health care to an individual; or the past, present or future payment for
the provision of health care to an individual; and (a) identifies the individual, or (b) with respect
to which there is a reasonable basis to believe the information can be used to identify the
individual.
"Privacy Standards" shall mean the Standards for Privacy ofindividually Identifiable Health
Information, 45 C.F.R. Parts 160 and 164.
"Protected Health Information" shall mean Individually Identifiable Health Information that is (i)
transmitted by electronic media, (ii) maintained in any medium constituting Electronic Media; or (iii)
transmitted or maintained in any other form or medium. "Protected Health Information" shall not include
(i) education records covered by the Family Educational Right and Privacy Act, as amended, 20 U.S.C.
§ 1232g and (ii) records described in 20 U.S.C. §1232g(a)(4)(B)(iv). For instance, Protected Health
Infonnation includes information contained in a patient's clinical records and billing records.
"Secretary" shall mean the Secretary of the U.S. Department of Health and Human Services or any

office or person within the U.S. Department of Health and Human Services to which/whom the Secretary
has delegated his or her authority to administer the Privacy Standards, such as the Director of the Office
for Civil Rights.

2. OBLIGATIONS OF CCS
Section 2.1. Use and Disclosure of Protected Health Information. CCS may use and disclose
Protected Health Information only as required to satisfy its obligations under the Ag'r eement, as permitted
herein, or required by law, but shall not otherwise use or disclose any Protected Health Information. CCS
shall not and shall ensure that its directors, officers, employees, contractors and agents do not use or
disclose Protected Health Information received from the Covered Entity in any ~aimer that would
constitute a violation of the Privacy Standards if used by the Covered Entity, except that CCS may use
Protected Health Information (i) for CCS's proper management and administrative services, (ii) to carry
out the legal responsibilities of CCS or (iii) to provide data aggregation services relating to the health care
operations of the Covered Entity if required under the Agreement. CCS acknowledges that, as between
CCS and the Covered Entity, all Protected Health Information shall be and remain the sole property of the
Covered Entity, including any and all forms thereof developed by CCS in the course of its fulfillment of
its obligations pursuant to the Agreement. CCS further represents that, to the extei;it CCS requests that the
Covered Entity disclose J;>rotected Health Info rmation to CCS; such a request is only for the minimum
necessary Protected Health Information for the accomplishment of CCS's purpose.
Section 2.2. Safeguards against Misuse oflnformation. CCS shall use all appropriate safeguards to
prevent the use or disclosure of Protected Health Information other than as permitted under this
Agreement.
Section 2.3. Reporting of Disclosures of Protected Health Information. CCS shall, as soon as
practicable, but in no event later than within two (2) days of becoming aware of any use or disclosure of
Protected Health Information in violation of the Agreement by CCS, its officers, directors, employees,
contractors or agents or by a third party to which CCS disclosed Protected Health lnfo1mation pursuant to
Section 2.4, report any such disclosure to the Covered Entity. In such event, CCS shall, in consultation
with the Covered Entity, mitigate, to the extent practicable, any harmful effect that is known to CCS of
such improper use or disclosure.
Section 2.4. Agreements by Third Parties. CCS shall obtain and maintain an agreement with each
agent or subcontractor that has or will have access to Protected Health Information, which is received
from, or created or received by CCS on behalf of the Covered Entity, pursuant to which agreement such
agent or subcontractor agrees to be bound by the same restrictions, terms and conditions that apply to
CCS pursuant to the Agreement with respect to such Protected Health Information. · CCS will notify the
Covered Entity in advance of entering into agreements with Third Parties that would have access to
Protected Health Information which is received from, or created or received by CCS on behalf of the
Covered Entity. CCS will not enter into agreements with Third Parties that would have access to
Protected Health Information which is received from, or created or received by CCS on behalf of the
Covered Entity, without the express consent of the Covered Entity.
Section 2.5. Access .to Information. Within five (5) days of a request by the Covered Entity for access
to Protected Health Information about an individual contained in a Designated Record Set, CCS shall
make available to the Covered Entity such Protected Health Information for so long as such information is
maintained in the Designated Record Set. I_n the event any individual requests access to Protected Health
Information· directly from CCS, CCS shall within two (2) days forward such request to the Covered
Entity. Any denials of access to the Protected Health Information requested shall be the responsibility of
the Covered Entity.
·

Section 2.6. Availability of Protected Health Information for Amendment. Within ten (10) days of
receipt of a request from the Covered Entity for the amendment of an individual's Protected Health
Information or a record regarding an individual contained in a Designated Record Set (for so long as the
Protected Health Information is maintained in the Designated Record Set), CCS shall provide such
information to the Covered Entity for amendment and incorporate any such amendments in the Protected
Health Information as required by 45 C.F.R. §164.526.
Section 2.7. Accounting of Disclosures. Within ten (10) days of notice by the Covered Entity to CCS
that it has received a request for an accounting of disclosures of Protected Health Information (other than
disclosures to which an exception to the accounting requirement applies, including, but not limited to, the
exceptions for a disclosure that is related to the treatment of the patient, the processing of payments
related to such treatment, or the health care operations of a covered entity or its business associate) CCS
shall make available to the Covered Entity such information as is in CCS's possession and is required for
the Covered Entity to make the accounting required by 45 C.F.R. §164.528. A t a minimum, CCS shall
provide the Covered Entity with the following information: (i) the date of the dis~losure, (ii) the name of
the entity or person who received the Protected Health Information, and if known, the address of such
entity or person, (iii) a brief description of the Protected Health Information disclosed, and (iv) a brief
statement of the purpose of such disclosure which includes an explanation of the basis for such disclosure.
In the event the request for an accounting is delivered directly to CCS, CCS shall within two (2) days
forward such request to the Covered Entity. CCS s hall implement an appropriate recordkeeping process
to enable it to comply with the requirements of this Section.
Section 2.8. Availability of Books and Records. Beginning the later of April I 4, 2003 or the Effective
Date, CCS shall make its internal practices, books and records relating to the use and disclosure of
Protected Health Information received from, or created or received by CCS on behalf of the Covered
E ntity available to the Secretary for purposes of determining the Covered Entity's and CCS's compliance
with the Privacy Standards.
Section 2.9. Notice of Request for Data. CCS agrees to notify the Covered Entity within five (5)
business days ofCCS 's receipt of any request or subpoena for Protected Health Information. To the
extent that the Covered Entity decides to assume responsibility fo r challenging the validity of such
request, CCS shall cooperate fully with the Covered Entity in such. challenge.

Section 2.10. Injunction. CCS acknowledges and agrees that the Covered Entity w ill suffer irreparable
damage upon CCS's breach of this Agreement and that such damages shall be difficult to quantify. CCS
acknowledges and agrees that the Covered Entity may file an action for an injunction to enforce the terms
of this Agreement against CCS, in addition to any other remedy the Covered Entity may have.
3. TERMINATION OF AGREEMENT WITH CONTRACTOR

Section 3.1. Termination upon Breach of Provisions Applicable to Protected Health Information.
Any other provision of the Agreement notwithstanding, the Agreement may be terminated by the Covered
Entity upon five (5) days written notice to CCS in the event that CCS breaches any provision contained in
this Agreement and such breach is not cured within such five (5) day period; provided, however, that in
the event that termination of the Agreement is not feasib le, in the Covered Entity's sole discretion, CCS
acknowledges and agrees that the Covered Entity has the right to report the breach to the Secretary,
notwithstanding any other provision of this Agreement to the contrary.

Section 3.2. Return or Destruction of Protected Health Information upon Termination. Upon
termination of the A greement, CCS shall either return or destroy all Protected Health Information

received from the Covered Entity 01· created or receive!! by CCS 011 behalf of the Covered Entity and
which CCS still maintains in any form. ccs·shall not retain any.copies of such Protected Health
Information. Notwithstanding the foregoing, to the extent that the Covered Entity agrees that it is not
feasible to return or destroy such Protected He~lth Information, the terms and provisions of tbls
Agreement shall survive termination of t_he Agreement and such Protected Health Information shall be
used or disclosed solely for such purpose or purposes which prevented the return 01· destruction of such
Protected Health Information.
Section 3.3. Tiu~ Covered :EntityJs Right of'Cm·c. At the expense of CCS, the Covered Entity shall
- - -- - - - - ,rnve tliefiglit•to cure ~ny, breach oft:GS'S obl_lgii(ion·s uniliWIITisA:grcc111e11l. TifeCovcred Enhty·slffill
give CCS notice of its election to cure any such breach and CCS shall cooperate fully in the efforts by the
Covered Entity to cure CCS'S breach. All ,:equests for payment for such services of the Covered Entity
shall be paid within thirty (30) days.
Section 3.4. T1,;111sitio11 Asslst:uicc. Following the termination of the Ag1·eement for any reason, CCS
agrees to provide transition services for the benefit of the Covered Entity, including the continued
provision of its services required under the Agreement until notified by the Covered Entity that the

alternative provider of services is able to take over the provision of such services and the transfer of the
Protected Health Information and other data held by CCS related to its services under the Agreement.
4. GENERAL PROVISIONS
Section 4.1. Effect. The terms and provisions of this Agreement shall supersede any other conflicting or

inconsistent terms and provisions in the Agreement to which this Agreement is attached, induding ell
exhibits or other attachments theret<? and all documents incorporated therein by reference. Without
limitation of thc foregoing, any limitation 01· exclusion of damages provisions shall not be applicable to
this Agreement.
Section 4.2. Amendment. CCS and the Covered Entity agree to emend this Agreement to the extent

necessary to allow either party to comply with the Privacy Standards, the Standards for Electl'Onic
Transactions (45 C.F.R. Parts 160 and 162) end the Security Standards (45 C.F.R. Pai·t 142) (collectively,
the "Standards") promulgated or to. be ·promulgated by the Secretary or oilier regulations or statutes.
CCS agrees that it will fully comply with all such Standards and that it will agree to amend this
Agreement to incorpornte any material required by the _S_tanderds.
IN WITNESS WHEREOF, the parties have caused this AGREEMENT to be executed as thei1· official act
by their respective rept'esentative, each of whom is duly authorized to execute the same.

COUNTY OF coo~. OREGON

Title:
Date:

•I

.

'D

f ttou'Z • bea,a"P

CJ/ aj /l,

OE.

1

Jr---..'\

r

1 I\ I\

I

Na1

Title: ,, <·r n,
Date:

'VV'V~~-• o::e+-::::::

q - -Z.. ~

IM

1

Title:

"Z...o I lc:.

c/ vl bl ,riJ
{v\lC
r

I

.

rD mrni·s $ I(!{If.£

Date:0eipt,(,,,J'YLkfAY c2J )-0.1~