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For Metro.l}se Q~\Y

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Number=~
Date: SS-j>*'. ~() ~ "1dJS'

CONTRACT BETWEEN
METROPOLITAN GOVERNMENT OF NASHVillE AND DAVIDSON COUNTY
AND
CORRECT CARE SOLUTIONS
FOR PURCHASE OF SERVICES

This contract is entered into on this first day of October, 2005, by and between THE
METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY, a
municipal corporation of the State of Tennessee ("Metro") and Correct Care Solutions,
3343 Perimeter Hill Drive, Suite 200, Nashville, Tennessee 37211 ("Contractor'). This
contract consists of the following documents:
•
•
•

•
•
•

This document,
Request For Proposal (RFP)# OU4,
Business Compute, Associates-Electronic Health Record System Statement
of Work dated August 26, 2005 (the "SeA Statement of Work'"
Value added selVicss-network, claims adjudication and claims payment
services for the inmates as stated in Letter of August 18, 2005,
Contractor's Response, and
Affidavits and Insurance.

In the event of conflicting provisions, all documents shall be construed according to the
following priorities:

•

•
•
•
•

•
•
1.

any properly executed amendment or change order to this contract (most
recent with first priority),
this contract,
RFP #06-04,
SCA-E1ectron/c Health Record System Proposal,
Value added services-network, claims adjudication and claims payment
selVlces for the/nmalss as stated in Letter of August 1B, 2005,
Contractor's Response, and
Affidav/t$ and Insurance.

QUiles !IOq Responslbilltl" of Contractor. Contractor agrees to provide and Metro
agrees to purchase the following services:

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__
,

,

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A) Provide HNlthcare Medical Services for Inmates In the custody of Metro's
SIIeriff's Depaltment as requested In RFP #04--06 and will be provided as
stated in Contractor's Response,

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B) Provide Electronic Medical Records Solution as submitted by BCA and
included IIereln.
C) Value Added services as noted in Letter dated August 18, 2005.

2.

I.!!m.
a) The term of this contract will begin on the date this contract is signed by all
required parties and filed in the office of the Metropolitan Clerk. Metro
contemplates that the contract term will begin on or about October 1, 2005
(beginning date). The initial contract term will end on September 30, 2008
(ending date).
b) This contract may be extended for two (2) additional term(s) of one (1) year
each. The option to extend shall be mutually agreed upon by both parties. The
option to extend will be exercised by the Purchasing Agent. To be effective, any
extension must be approved by Metro's Department of Law and Department of
Finance. In no event shall the term of this contract including extensions, exceed
five (5) years.

3.

Compensation. Contractor shall be paid according to "Option 3" as proposed by
Contractor and herein attached as Exhibit A, which is incorporated herein by reference
as fully as if reprinted herein in its entirety.
There will be no other charges or fees for the performance of this contract. Metro will
make reasonable efforts to make payments within 30 days of receipt of invoice but in
any event shall make payment within 60 days. Metro will make reasonable efforts to
make payments to Small Businesses within 15 days of receipt of invoice but in any
event shall make payment within 60 days.
Subject to and in accordance with the provisions of this Section, Metro may withhold
payment of any invoice from Contractor (or part thereof) that it in good faith disputes
as due or owing. In such cese, Metro shall pay any undisputed amounts and
provide a written explanation to Contractor of the reason it disputes the amount
The failure of Metro to pay a disputed invoice, or to pay the disputed part of an
invoice, shall not constitute a breach or default by Metro, so long as Metro complies
with the provisions of this Section 3. All of Contractor's obligations under this
Contract shall continue unabated during the resolution of the dispute.

4.

lilectronlc Payment. Upon request by Metro, the Contractor shall have thirty (30)
days to complete and sign Metro's form authorizing electronic payments to the
Contractor. Thereafter, all payments to the Contractor, under this or any other
contract the Contractor has with Metro, shall be made electronically.

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5.

Taxes. Metro shall not be responsible for any taxes that are imposed on Contractor.
Furthermore, Contractor understands that it cannot claim exemption from taxes by
virtue of any exemption that is provided to Metro.

6. Deleted.
7.

CopYright. Trtldemark. Service Mark, or Patent Infringement.
a)

Contractor shall, at its own expense, be entitled to and shall have the duty to
defend any suit which may be brought against Metro to the extent that it is based
on a claim that the products or services fumished infringe a copyright, Trademark,
Service Mark, or patent. Contractor shall further indemnify and hold harmless
Metro against any award of damages and costs made against Metro by a final
jUdgment of a court of last resort in any such suit. Metro shall provide Contractor
immediate notice in writing of the existence of such claim and full right and
opportunity to conduct the defense thereof, together with all available information
and reasonable cooperation, assistance and authority to enable Contractor to do
so. No costs or expenses shall be incurred for the account of Contractor without
its written consent. Metro reserves the right to participate in the defense of any
such action. Contractor shall have the right to enter into negotiations for and the
right to effect settlement or compromise of any such action, but no such
settlement or compromise shall be binding upon Metro unless approved by the
Metro Department of Law Settlement Committee and, where required, the Metro
Council. Notwithstanding the provisions of this contract, this Section 7 shall not
apply to any matters pertaining to the Electronic Medical Records Services, which
shall be governed by the SCA Agreements.

b)

If the products or services furnished under this contract are likely to, or do
become, the subject of such a claim of infringement, then without diminishing
Contractor's obligation to satisfy the final award, Contractor may at its option and
expense:

c)

,_"

i)

Procure for Metro the right to continue using the products or seNices.

H)

Replace or modify the a/leged infringing products or seNices with other
equally suitable products or seNices that are satisfactory to Metro, so that
they become non-infringing.

Iii)

Remove the products or discontinue the setvices and cancel any future
charges pertaining thereto.

iv)

Provided, however, that Contractor will not exercise option b.iii. until
Contractor and Metro have detelT7lined that options b.i. and b.li. am
impractical.

Contractor shall have no liability to Metro, however, if any such infringement or
claim thereof is based upon or arises out of:

i)

The use of the products or seNlces In combination with apparatus or
devices not supplied or else approved by Contractor.

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ii)

The use of the products or selVices in a manner for which the products or
selVices were neither designated nor contemplated.

iii)

The claimed infringement in which Metro has any direct or indirect interest
by license or otherwise, separate from that granted herein.

8.

Termin,tion-Breach. Should either party fail to fulfilt in a timely and proper manner
its obligations under this contract or if it should violate any of the terms of this contract,
the non-breaching party shalt have the right to terminate the contract with a sixty (60)
day written notice, which notice shalt specify the terms of the alteged breach. The
breaching party shall have five (5) days from receipt of the written notice to cure such
breach in which case and the contract wilt continue without termination for breach.
Such termination shall not relieve the breaching party of any liability to the other party
for damages sustained by virtue such breach.

9.

Termin,tion-Funding. Should funding for this contract be discontinued, Metro shall
have the right to terminate the contract with a sixty (60) day written notice to
Contractor.

10. Termin,tion-Notic,. Metro may terminate this contract at any time upon ninety (90)
days written notice to Contractor. Metro shall reimburse Contractor for all work
performed and invoiced in accordance with Section 3 of this contract up to the
effective date of termination.
11. Compli,nce with Laws. Contractor agrees to comply with any applicable federal,
state and local laws and regulations.

12. Notices ,nd De§lgn'tion of Agent for Service of Process.
a)

Notice of assignment of any rights to money due to Contractor under this contract
must be mailed or hand delivered to the attention of Metro's Chief Accountant,
Division of Accounts, Department of Finance, 222 Third Avenue North, Suite 750,
Nashville, Tennessee 37201, with a copy to the recipient for Metro notices listed
below. All other notices to Metro shalt be mailed or hand delivered to:

Dep,rtment:
Aft'n:
Addr:

Metro Health Department
Dr. Stephanie Bailey, Director
31123'" Ave., North
Nashville, TN 37203

AND
Metro Sheriffs Department
Darron Hall, Sheriff
506 2nd Ave., North
Nashville, TN 37201

AND
Metro Purchasing Department
Jeff Gossage, Purchasing Agent

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355057-2

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222 3rd Ave., No., Suite 601
Nashville, TN 37201
a) Notices to Contractor shall be mailed or hand delivered to:

Contractor:
Att'n:
Addr:

Correct Care Solutions, LLC
Patrick Cummiskey, Ex. Vice President
3343 Perimeter Hill Drive, Suite 200
Nashville, TN 37211

Telephone

615-324-5777 (direct) 615-319-4440 (cell)

Fax

615-831-5131

E-mail

Patrick@correctcaresolutions.com

b) Contractor designates the following as the Contractor's agent for service of
process and will waive any objection to service of process if process is served
upon this agent:

Designated Agent: Patrick Cummiskey, Ex. Vice President
Correct Care Solutions, lLC
Addr:
3343 Perimeter Hill Drive, Suite 200
Nashville, TN 37211
,-.

13. Maintenance ot Records. Contractor shall maintain documentation for all charges
against Metro. The books, records, and documents of Contractor, insofar as they
relate to work performed or money received under the contract, shall be maintained
for a period of three (3) full years from the date of final payment and will be subject to
audit, at any reasonable time and upon reasonable notice by Metro or its dUly
appointed representatives.
The records shall be maintained in accordance with
generally accepted accounting principles.

14. Monitoring.
The Contractor's activities conducted and records maintained
pursuant to this Contract shall be subject to monitoring and evaluation by Metro, the
Department of Finance/Division of Internal Audit, or their duly appointed
representatives.
15. Metro Property. Any Metro property, including but not limited to books, records and
equipment, that is in Contractor's possession shall be maintained by Contractor in
good condition and repair, and shall be returned to Metro by Contractor upon
termination of the contract. All goods, documents, records, and other work product
and property produced during the performance of this contract are deemed to be
Metro property.

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16. Modification ot Contract This contract may be modified only by written amendment
executed by all parties and their signatories hereto. All change orders, where
required, shall be executed in conformance with section 4.24.020 of the Metropolitan
Code of Laws.

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17. PartnershiP/Joint Venture.
Nothing herein shall in any way be construed or
intended to create a partnership or joint venture between the parties or to create the
relationship of principal and agent between or among any of the parties. None of the
parties hereto shall hold itself out in a manner contrary to the terms of this paragraph.
No party shall become liable for any representation, act or omission of any other party
contrary to the terms of this paragraph.
18. Waiver, No waiver of any provision of this contract shall affect the right of any party
thereafter to enforce such provision or to exercise any right or remedy available to it in
the event of any other default.
19. Employment Contractor shall not subscribe to any personnel policy which permits
or allows for the promotion, demotion, employment, dismissal or laying off of any
individual due to race, creed, color, national origin, age, sex, or which is in violation of
applicable laws concerning the employment of individuals with disabilities.

20. Non-Discrimination.

It is the policy of the Metropolitan Government not to
discriminate on the basis of age, race, sex, color, national origin, or disability in its
hiring and employment practices, or in admission to, access to, or operation of its
programs, services, and activities. With regard to all aspects of this contract,
Contractor certifies and warrants it will comply with this policy. No person shall be
excluded from participation in, be denied benefits of, be discriminated against in the
admission or access to, or be discriminated against in treatment or employment in
Metro's contracted programs or activities, on the grounds of handicap and/or
disability, age, race, color, religion, sex, national origin, or any other classification
protected by federal or Tennessee State Constitutional or statutory law; nor shall
they be excluded from participation in, be denied benefits of, or be otherwise
subjected to discrimination in the performance of contracts with Metro or in the
employment practices of Metro's Contractors. Accordingly, all Proposers entering
into contracts with Metro shall, upon request, be reqUired to show proof of such
nondiscrimination and to post in conspicuous places that are available to all
employees and applicants, notices of nondiscrimination.

21. Insurance. During the term of this Contract, Contractor shall at its sole expense
obtain and maintain in full force and effect for the duration of the Agreement and
any extension hereof at least the following types and amounts of insurance for
claims which may arise from or in connection with this Agreement.

1.)Commercial General Liability Insurance occurrence version commercial general
liability insurance or equivalent form with a limit of not less than one million
{$1,000,000.00) dollars each occurrence for bodily injury, personal injury, and
property damage If such insurance contains a general aggregate limit, it shall
apply separately to the work/location in this Agreement or be no less than five
times the occurrence limit.
Such insurance shall:
,'~

a.)

Contain or be endorsed to contain a prOVision that includes Metro,
its officials, officers, employees, and volunteers as additional

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insureds with respect to liability arising out of work or operations
performed by or on behalf of the Contractor including materials.
parts, or equipment furnished in connection with such work or
operations. The coverage shall contain no special limitations on
the scope of its protection afforded to the above-listed insureds.
b.)

For any claims related to this agreement. Contractor's insurance
coverage shall be primary insurance as respects Metro, its officers,
officials. employees. and volunteers. Any insurance or selfinsurance programs covering Metro, its officials. officers,
employees, and volunteers shall be excess of Contractor's
insurance and shall not contribute with it.

2.)Automotive Liability Insurance including vehicles owned. hired, and non-owned,
with a combined single limit of not less than one million ($1,000.000.00) dollars
each accident. Such insurance shall include coverage for loading and unloading
hazards. Insurance shall contain or be endorsed to contain a provision that
includes Metro, its officials, officers, employees, and volunteers as additional
insureds with respect to liability arising out of automobiles owned, leased, hired,
or borrowed by or on behalf of Contractor.

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3.)Worker's Compensation (If applicable), Contractor shall maintain workers'
compensation insurance with statutory limits as required by the State of
Tennessee or other applicable laws and employers' liability insurance with
limits of not less than $100.000. Contractor shall require each of its
subcontractors to prOVide Workers' Compensation for all of the latter's
employees to be engaged in such work unless such employees are c
covered by Contractor's workers' compensation insurance coverage.
4.) Other Insurance: Premises and Operations Liability, Products and Completed
Operations Liability and Broad Form Contractual Liability with $1,000,000 per
occurrence or $5,000,000 aggregate per project.
Also Professional liability (inclUding Errors & Omissions) of $1.000,000 per
occurrence and $5,000,000 aggregate. Contractor shall provide professional
liability insurance covering claims arising from real or alleged errors. omissions, or
negligent acts committed in the performance of professional services under this
contract.
5.) Other Insurance Requirements. Contractor shall:

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a.

Prior to commencement of services, furnish Metro with original certificates
and amendatory endorsements effecting coverage required by this section
and provide that such insurance shall not be cancelled. allowed to expire,
or be materially reduced in coverage except on 30 days' prior written
notice to Metro's Law Department, 222 Third Avenue North, Suite 501,
Nashville, TN 37201.

b.

Provide certified copies of endorsements and policies if requested by
Melro in lieu of or in addition to certificates of insurance.
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c.

Replace certificates, policies, and/or endorsements for any such insurance
expiring prior to completion of services.

d.

Maintain such insurance from the time services commence until services
are completed. Failure to maintain or renew coverage or to provide
evidence of renewal may be treated by Metro as a material breach of
contract.

e.

Place such insurance with insurer licensed to do business in Tennessee
and having AM. Best Company ratings of no less than A-. Modification of
this standard may be considered upon appeal to the Metro Director of Risk
Management Services.

f.

Deleted.

g.

Any deductibles and/or self-insured retentions greater than $10,000.00
must be disclosed to and approved by Metro prior to the commencement
of services.

h.

If the Contractor has or obtains primary and excess policy(ies), there shall
be no gap between the limits of the primary policy and the deductible
features of the excess policies.

22. Contingent Fees.
Contractor hereby represents that Contractor has not been
retained or retained any persons to solicit or secure a Metropolitan Government
contract upon an agreement or understanding for a contingent commission,
percentage, or brokerage fee, except for retention of bona fide employees or bona fide
established commercial selling agencies for the purpose of securing business. Breach
of the provisions of this paragraph is, in addition to a breach of this contract, a breach
of ethical standards which may result in civil or criminal sanction and/or debarment or
suspension from being a contractor or subcontractor under Metropolitan Government
contracts.
23. Gratuities and Kickbacks. It shall be a breach of ethical standards for any person to
offer, give or agree to give any employee or former employee, or for any employee or
former employee to solicit, demand, accept or agree to accept from another person, a
gratuity or an offer of employment in connection with any decision, approval,
disapproval, recommendation, preparation of any part of a program requirement or a
purchase request, influencing the content of any specification or procurement
standard, rendering of advice, investigation, aUditing or in any other advisory capacity
in any proceeding or application, request for ruling, determination, claim or controversy
or other particular matter, pertaining to any program requirement of a contract or
subcontract or to any solicitation or proposal therefor. It shall be a breach of ethical
standards for any payment, gratuity or offer of employment to be made by or on behalf
of a subcontractor under a contract to the prime contractor or higher tier subcontractor
or a person associated therewith, as an inducement for the award of a subcontract or
order. Breach of the provisions of this paragraph is, in addition to a breach of this
contract, a breach of ethical standards which may result in civil or criminal sanction
and/or debarment or suspension from being a contractor or subcontractor under
Metropolitan Government contracts.

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24. Indemnlflcstlon and Hold Harmlus. Contractor shall indemnify and hold harmless
Metro, its offICers, agents and employees from:
a) Any claims, damages, costs and attomey fees for injuries or damages arising, in
part or in whole, from the negligent or intentional acts or omissions of Contractor,
its officers, employees and/or agents, including its sub or independent contractors,
in connection with the performance of the contract; provide that Contractor shall
have no liability to Metro under this provision for matters arising from the
negligence or willful misconduct of Metro its officers, agents and employees, and,
b) Any claims, damages, penalties, costs and attorney fees arising from any failure
of Contractor, its officers, employees andlor agents, including its sub or independent contractors, to observe applicable laws, including, but not limited to, labor
laws and minimum wage laws.
c)

Pursuant to Tennessee Attorney General Opinion 93-01, Metro will not indemnify,
defend or hold harmless in any fashion the Contractor from any claims arising
from any failure, regardless of any language in any attachment or other document
that the Contractor may provide.

d)

Contractor shall pay Metro any expenses incurred as a result of Contractor's
failure to fulfill any obligation in a professional and timely manner under this
Contract.

25. Attornev Fees. Contractor agrees that in the event either party takes legal action to
enforce any provision of the contract or to obtain a remedy for any breach of this
contract, and in the event Metro prevails in such action, Contractor shall pay all
expenses of such action incurred at any and all stages of the litigation, including costs,
and reasonable attorney fees for Metro.

26. Assignment-Consent Required.

The prOVisions of this contract shall inure to the
benefit of and shall be binding upon the respective successors and assignees of the
parties hereto. Except for the rights of money due to Contractor under this contract,
neither this contract nor any of the rights and obligations of Contractor hereunder shall
be assigned or transferred in whole or in part without the prior written consent of
Metro. Any such assignment or transfer shall not release Contractor from its
obligations hereunder. NOTICE OF ASSIGNMENT OF ANY RIGHTS TO MONEY
DUE TO CONTRACTOR UNDER THIS CONTRACT MUST BE SENT TO THE
ATIENTION OF METRO'S CHIEF ACCOUNTANT, DIVISION OF ACCOUNTS,
DEPARTMENT OF FINANCE, 222 THIRD AVENUE NORTH, SUITE 750,
NASHVILLE, TENNESSEE 37201.

27. Entire Contract

This contract sets forth the entire agreement between the parties
with respect to the subject matter hereof and shall govem the respective duties and
obligations of the parties.

_.

28. Force Majeure. No party shall have any liability to the other hereunder by reason of
any delay or failure to perform any obligation or covenant if the delay or failure to
perform is occasioned by force m~eure, meaning any act of God, storm, fire, casualty,

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unanticipated work stoppage, strike, lockout. labor dispute, civil disturbance, riot, war,
national emergency, act of Govemment, act of public enemy, or other cause of similar
or dissimilar nature beyond its control.
29. Governing Law. The validity, construction and effect of this contract and any and all
extensions and/or modifications thereof shall be govemed by the laws of the State of
Tennessee. Tennessee law shall govern regardless of any language in any
attachment or other document that the Contractor may provide.

30. Venue.
Any action between the parties arising from this agreement shall be
maintained in the courts of Davidson County, Tennessee.
31. Severability. Should any provision of this contract be declared to be invalid by any
court of competent jurisdiction, such provision shall be severed and shall not affect the
validity of the remaining provisions of this contract.
32. HIPAA. A. Definitions_.The following terms shall have the meaning indicted when
capitalized and used in this Contract:
1. "Business Associate/Contractor" for the Metropolitan Government of
Nashville-Davidson County ("Metro") is defined as a company or person,
outside of Metro's workforce, who, (i) on behalf of Metro provides a service or
function that involves the use or disclosure of individually identifiable health
information to perform the service or function, and (ii) is required to enter into
a business associate agreement with Metro pursuant to the terms of the
Federal Privacy RegUlations. Some examples may include, but are not
limited to, transportation companies, shredding companies, medical billing
and collection companies, etc.
2. "Federal Privacy Regulations" mean the regulations contained in 45 C.F.R.
parts 160 and 164, as amended.
3. "Federal Security Regulations" mean the regUlations contained in 45 C.F.R.
parts 160, 162 and 164, as amended.
4. "HIPAA" means the administrative simplification section of the Health
Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C.
§ 1320d through d-8.
5. "Protected Health Information" or "PHI" means any protected health
information, as defined in 45 C.F.R. 164.501, as amended.
6. "Required by Law" means a mandate contained in law that compels a
covered entity to make a use or disclosure of protected health information and
that is enforceable in a court of law. Required by Law, includes, but is not
limited to, court orders and court-ordered warrants; subpoenas or summons
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355051-2

issued by a court, grand jury, a governmental or tribal inspector general, or an
administrative body authorized to require the production of information; a civil
or an authorized investigative demand; Medicare conditions of participation
with respect to health care providers participating in the program; statues or
regulations that require the production of information, including statutes or
regulations that require such information if payment is sought under a
government program providing public benefits.
B. Permitted Uses and Disclosures.
Business Associate/Contractor shall not
use or disclose any Protected Health Information other than as permitted by this
Contract in order to perform Business Associate/Contractor's obligations under
this Contract or as Required by Law. Business Associate/Contractor may also
use or disclose PHI as required for Business Associate/Contractor's proper
management and administration, provided that if Business Associated/Contractor
discloses any PHI to a third party for such a purpose, Business
Associate/Contractor shall enter into a written agreement with such third party
requiring that party: (i) to hold the PHI confidentially and not to use or further
disclose the PHI except as Required by Law, and (ii) to notify Business
Associate/Contractor immediately of any instances of which it becomes aware in
which the confidentiality of the PHI is breached.
C.
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Minimum Necessary Information; Safeguards. Business Associate/Contractor
shall only request from Metro, and shall only use and disclose, the minimum
amount of PHI necessary to carry out the Business Associate/Contractor's
responsibilities under this Contract.
Business Associate/Contractor shall
implement appropriate safeguards to prevent the use or disclosure of Metro's
Protected Health Information other than as provided for in this Contract. If
Business Associate/Contractor becomes aware of any use or disclosure of
Metro's Protected Health Information not provided for in this Contract, Business
Associate/Contractor shall report such information to Metro within thirty (30) days
or as soon as possible thereafter.

D. Reporting. If Business Associate/Contractor becomes aware of any use or
disclosure of PHI in violation of this Contract, Business Associate/Contractor
shall immediately, but no more than thirty (30) days report such information to
Metro. Business Associate/Contractor shall also require its employees, agents,
and subcontractors to immediately report any use or disclosure of PHI in violation
of this contract. Business Associate/Contractor shall cooperate with, and take
any action required by, Metro to mitigate any harm caused by such improper
disclosure.

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E. Agents and Subcontractors. Business Associate/Contractor shall reqUire any
agent or subcontractor that carries out any duties for Business
Associate/Contractor involving the use, custody, disclosure, creation of, or
access to PHI to enter into a written contract with Business Associate/Contractor
containing provisions substantially identical to the restrictions and conditions set
forth in this Contract.

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F. Policies. Privacy Practices and Restrictions. Business Associate/Contractor shall
assure that each of its agents and employees has received appropriate training
regarding HIPAA confidentiality and patient privacy compliance issues.
G. Patient Rights. Business Associate/Contractor acknowledges that the Federal
Privacy Regulations require Metro to provide patients and Metro's employees
and their dependents with a number of privacy rights, including (1) the right to
inspect PHI within the possession or control of Metro, its Business
Associate/Contractors and their subcontractors, (2) the right to amend such PHI,
(3) the right to obtain an accounting of certain discfosures of their PHI to third
parties and (4) the right to request confidential communications of their PHL
Business Associate/Contractor shall respond to such request in a timely manner.
Business Associate/Contractor shall establish and maintain adequate internal
controls and procedures allowing it to readily assist Metro in complying with
patient and Metro employee's and their dependent's request to exercise any
patient rights granted by the HIPAA Privacy Regulations, and shall, at no
additional cost to Metro, comply with all such request to amend, prOVide access
to, receive confidential communications or create an accounting of disclosures of
the PHI in the possession of Business Associate/Contractor or jts agents and
subcontractors. If Business Associate/Contractor receives a request directly
from a patient to exercise any patient rights granted by the Privacy Regulations,
Business Associate/Contractor shall immediately forward the request to Metro.
H. HIPAA Securi~ Reguirements. At such time when the Federal Security
Regulations are effective, Business Associate/Contractor shall have implemented
administrative, physical and technical safeguards that reasonably and
appropriately protect the confidentiality, integrity and availability of Metro's
electronic Protected Health Information that Business Associate/Contractor
creates, receives, maintains or transmits on behalf of Metro as required by the
Federal Security RegUlations. Upon request, Business Associate/Contractor
shall allow Metro to review such safeguards. Business Assoclate/ Contractor
shall promptly report to Metro any security incident involving electronic PHI of
which Business Associate/Contractor becomes aware.

I. Audits and Inspections. Business Associate/Contractor shalf make its internal
practices, books and records relating to the use and disclosure of PHI available
to Metro for inspection upon request and to the Secretary of Health and Human
Services to the extent required for determining Metro's compliance with the
Privacy Regulations.

J. Termination and Return of PHI. Notwithstanding anything to the contrary in the
!~

Contract. Metro may terminate this Contract immediately if, in Metro's opinion,
Business Associate/Contractor breaches any provision of this Contract. Metro
may, in its sale discretion, give Business Associate/Contractor thirty (30) days in
which to cure the breach and mitigate any damages. Upon termination of this

12

·_" __"'_ _ ""'I~·'···""'C"_-'''"
_ _I_ _ '_''_'~''''''''~'''''··''···"--""'---····""-........ ~_~r'·'.'~~.',~"',o"_,''-,,

.....·h••- " - _ - ' i

contract for any reason, Business Associate/Contractor, shall, if feasible, return
or destroy, as determined by Metro, all PHI received from Metro or created by
Business Associate/Contractor on behalf of Metro. If such return or destruction is
not feasible, as mutually agreed to by the parties, the parties agree that the
requirements of this Contract shall survive termination and that Business
Associate/Contractor shall limit all further uses and disclosures of PHI to those
purposes that make the return or destruction of such information infeasible.
Upon Metro's request, Business Associate/Contractor shall certify in writing the
all of Metro's Protected Health Information has been destroyed.
K. Interpretation. Any ambiguity in this Contract shall be resolved to permit Metro to
comply with the Federal Privacy Regulations and Federal Security Regulations.

13

33. Effective Date. This contract shall not be binding upon the parties until it has been
signed first by the Contractor and then by the authorized representatives of the
Metropolitan Government and has been filed in the office of the Metropolitan Clerk.
When it has been so signed and filed, this contract shall be effective as of the date first
written above.

THE METROPOLITAN GOVERNMENT OF CONTRACTOR
NASHVILLE AND DAVIDSON COUNTY:
Purchasing Agent:
CORRECT CARE SOLUTIONS. LLC

~~
RECOMMENDED:

Department Head

[~:~:~~_t ~5

Sworn to and subscribed to before me, a
Notary Public. this ....;aJ~Ls_\-\t_\

day of
Department: Metro Sheriffs Department
.~.

AP~D AS T AVAILABILITY OF

fi

u

~

/~

/'<-<-: -

'GLQt~.(~..)C\

.2005.

by \)01-0 H kJ,. Cl\.rni~{..kf ~
the Leg,t L,l~\\le t~v',Jt ~iU(A(\\ll\ \

of

Contractor and duly authorized to
execute this instrument on Contractor's

/--./

Director of Finance
APPROVED AS TO RISK AND

.

IN URANCE:
.

behalf.

~~J.'"t" 'h, Q1lli i-My Commission Expires \ \ -

FILED IN THE OFFICE OF THE
METROPOLITAN CLERK:

14
~S5057·2

_

~t'J- CJt..o

Affidavits
County of _LX_'::..:l;;:.u.;;;.\d..;..'~_t_,'\.._)

_

As used herein, "Offeror" will include bidders and proposers.
Compliance with Laws: After first being duly sworn ac~rding to law, the unpersigned (Affiant)
c
states that he/she is the C~p
(Title) of U)U't)JcI Cflru ;;:tlubr;tl ') (Offeror), and
that Offeror is presently in compliance with, and will continue to maintain compliance with, all
applicable laws, Thus, Affiant states that Offeror has all applicable licenses, including business
licenses, copies of which are attached hereto, Finally, Affiant states that Offeror is current on
its payment of all applicable gross receipt taxes and personal property taxes.
Contingent Fees: In accordance with the Metropolitan Government's 1992 Procurement Code,
it is a breach of ethical standards for a person to be retained, or to retain a person, to solicit or
secure a Metropolitan Government contract upon an agreement or understanding for a
contingent commission, percentage, or brokerage fee, except for retention of bona fide
employees or bona fide established commercial selling agencies for the purpose of securing
business. After first being dUly sworn according to law, the undersigned (Affiant) states that the
Offeror has not retained anyone in violation of the foregoing.
Non-Discrimination: After first being dUly sworn according to law, the undersigned (Affiant)
states that by its employment policy, standards, and practices the Offeror does not subscribe to
any personnel policy which permits or allows for the promotion, demotion, employment,
dismissal, or laying off of any individual due to hisfher race, creed, color, national origin, age, or
sex, and that the Offeror is not in violation of and will not violate any applicable laws concerning
the employment of individuals with disabilities.
It is the policy of the Metropolitan Government not to discriminate on the basis of age, race, sex,
color, national origin, or disability in its hiring and employment practices, or in admission to,
access to, or operation of its programs, services, and activities. With regard to all aspects of its
contract with the Metropolitan Government, Offeror certifies and warrants it will comply with this
policy.
And Further Affiant sayeth not:

By

j?,o s

Title:
'''~(;'''''' "4.,,
Address: 'HY~
S.ik

(-=::&:
"Vair

&"~I'f~)'·

err,,,,,,,,,,,

;.LQ

17'"

e"';'·,llt

Or .. ,

IN J7~1(

-

•

15

-----,-_.

NEW AMENDMENT/CHANGE ORDER WORK SHEET
DATE: 6/12/2008

CONTRACT #: 16042

BUYER: McDonald, Angie @ 862-6664

This AMENDMENT/CHANGE ORDER was initiated by: Stan Romine

IN DEPARTMENT: Health

Send copies of this AMENDMENT/CHANGE ORDER to: Jim Diamond-Health;
Type: RFP # 05-04
John Ford-Sheriff's Office; Patrick Cummiskey-pcummiskey@correctcaresolutions.com
*VENDOR NAME: Correct Care Solutions
LLC
ADDRESS:
3343 Perimeter Hill Drive,
Suite 200, Nashville, TN 37211

CONTACT:
PHONE:
FAX:
E-MAIL:
VENDOR #:

Patrick Cummiskey
615-324-5757
615-831-5131
see above
SmarTRAC # 16171

E 1#474465

*CONTRACTOR (is/or will) utilize a SMALL &/or DISADVANTAGED BUSINESS: NO
If YES, identify SBE/MBE/WBE firm and amount of participation:
How was AMENDMENT/CHANGE ORDER sent to vendor? E-MAIL What date? 6/12/2008
*Contract Start Date: 10/1/2005
Renewal Option: YES

*Expiration Date: 9/30/2010
If Renewal Explain: Two Year Renewal Option

*Total Contract Value: $9.00 per Year
If OTHER Explain:
Evaluation Score:
Price Escalation/De-Escalation: YES
*Payment Terms:

NET 30

Retainange Required: NO
Insurance On File: YES
Various Departments: NO

Commodity Code: 8512

If OTHER Explain:
Bond Required: NO
Insurance Expiration Date: 2007
Department: Health

MAYOR / FINANCE DIRECTOR NARRATIVE:
* DESCRIPTION OF THE GOODS AND/OR SERVICES PROVIDED (What is contract for?): Healthcare
services for inmates housed by the Metro Sheriff's Office. This amendment activates the . al two
years of the contract and adding some constraints to overall cost of the contract.
*THE NAME OF ALL OTHER OFFERORS, THEIR SCORES AND AMOUNT:
Eva!. Score
Amount
0.00
$0.00
0.00
$0.00
0.00
0.00
$0.00
0.00
$0.00
0.00
$0.00
0.00
$0.00
0.00
$0.00
$0.00
0.00
0.00
$0.00

Offerors

Status
Evaluated
Evaluated
Evaluated
Evaluated
Evaluated
Evaluated
Evaluated
Evaluated
Evaluated
Evaluated

P:/SUPPORT SERVICES/PURCHASING/CONTRACf BUILDING/06CONTRACf COVER SHEET FD Narrative 05.2006.doc

AMENDMENT NO. ONE TO CONTRACT NO. 16042 BETWEEN
METROPOLITAN GOVERNMENT OF NASHVILLE-DAVIDSON COUNTY
AND
CORRECT CARE SOLUTIONS

This amendment is entered into on this first day of July 2008, by and
between the Metropolitan Government of Nashville-Davidson County and
CORRECT CARE SOLUTIONS (hereinafter "Contractor"), 3343 Perimeter Hill
Drive, Suite 300, Nashville, Tennessee 37211.

WITNESSETH

Whereas, the parties desire to change the terms and conditions of this
contract agreement with Correct Care Solutions ("CCS") and the Metropolitan
Government of Nashville-Davidson County Department of Health, the parties
here by agree to the following:
Section 2, Term shall now read that Metropolitan Government will
exercise its option to renew this contract for two additional terms of one year
each with the contract expiring on September 30,2010.
Section 3, Compensation. The base amount of contract for current
contract year ending September 30, 2008 is $7,048,576.00. This base amount
will be increased by $162,407.00 which will be billed in three (3) equal
installments of $54,135.83 over the last three (3) months of this contract period
ending September 30, 2008. Contractor will ensure these supplemental costs
are labeled as such on the final three (3) invoices starting July 2008 through
September 2008.
The base amount is $7,048,576.00 plus a 4.75% (334,807.00) increase to
$7,383,383.00 for the contract term beginning October 1, 2008. 4.75 percent (%)
increase will also be used for the final term of the contract being effective on July
1,2009. The base amount will also be increased by the following:
A) Staffing Pool: $649,630.00 for staffing adjustments to assist with
increased population and ensure compliance with Federal and National
standards.
B) Per Diem Adjustment of $554,344: The Per Diem level will now be
2,800. For monthly ADP's under 2,800. Contractor will reimburse
Metro $2.25 per inmate per day for the difference between ADP and

Page 1 Amendment No.1 to Contract No. 116042 with Correct Care Solutions

new per diem level of 2,800. Contractor will be paid $2.25 per inmate
per day for difference between ADP and 2,800 for monthly populations
that exceed 2,800.
C) Off-Site Services Cap:
Increases annual compensation to
$1,400,000.00.
Contractor will be responsible for managing and
providing monthly updates regarding all expenses associated with offsite medical care. The annual cap will be established at 1.4 million
dollars.
At the end of either contract year, should any monies
remaining under the cap of $1.4 million dollars, the remaining amount
will be equally shared between Contractor and Metro. Should either
contract year expenses exceed $1.4 million dollars, Contractor and
Metro will equally share all costs and Contractor will bill Metro their
portion of these costs as expenses are incurred. Should Metro
General Hospital and/or Metro Fire Department-EMT division cease to
provide medically necessary services consistent with current practices
as of May 2008, all financial risk above the cap of $1.4 million will be
borne entirely by Metro.
Furthermore, should claims expenses exceed $25,000.00 annually for
all patients who generated claims due to Metro General Hospital being
"On-Divert", the financial responsibility for these claims would be
entirely borne by Metro and not applied to annual cap. Metro shall not
be responsible for any services provided off-site that should have been
taken care of in Metro's facility (i.e., routine dental work). Contractor
shall handle all claims adjudication under this shared risk arrangement.
No services provided by Metro General Hospital or Metro Fire
Department-EMT will be applied to cap or adjudicated by Contractor as
the financial responsibility for these costs are not part of Correct Care
Solutions' contractual obligations.
Summary of compensation for contract year beginning October 1, 2008
would be as follows:
$7,383,383.00
$ 649,630.00
$ 554,344.00
$1,400,000.00
$9,987,357.00

Old base plus annual increase
Staffing adjustments
Increase in per diem level to 2,800
Annual shared risk off-site services cap
Total annual compensation (new base
amount)

D) For contract year beginning October 1, 2009, Contractor will receive a
4.75 percent (%) increase. The new base compensation plus the
increase equates to a total annual compensation of $10,461,756.00 for
the period of October 1, 2009 through September 30, 2010.
E) Off-Site Trips: The ceiling for off-site trips shall now be changed from
200 to 180.

Page 2 Amendment No.1 to Contract No. 116042 with Correct Care Solutions

(lY

This amendment shall not be binding upon the parties until it has been signed first by Correct
Care Solutions and then by the representatives of the Metropolitan Government and has been
filed in the Office of the Metropolitan Clerk. When it has been so signed and filed, this
amendment shall be effective as of the date first written above.
COR EC

B/--L/_-6L:....:::::==::::=-....::::....

"7""'-~r- _ _printlType Name Q til., ck

(V/nn> '~..~""III

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Title:_-'--.:....:...;....:..._~_---'----''-----'-..:.r....::(!~sc:..;.:.;c....:...-----'--- __ ().O'{%dlJrv\1\.k ~
f~"" STATE ••••~
\A,
.J~J V· -\)"
- 'S.
OF
.~Sworn to and subscribed before me .Jnl~ \ AIN H"tJ5\=t r,a Notary Public, tms :'
: ~
TENNESSEE : :
l)-~ dayof QnN,.t
..2008. Mycommissionexpires \\\})'\)C\\)
~ \, NOTARY ,.:

\

=:
~

J

ALL

THE METROPOLITAN GOVERNMENT OF NASHVILLE-DAVIDSON COUNTY
Approve'

06-13-08 P04:00 OUT

iiP

l~'--

Karl F. Dean, Mayor
ATTEST:

Metro{Zl~@ dwm{

-,=g~J'--'.I....Lt/+-,/tJ::::....=~_

Date: _ _

r'

Page 3 Amendment No. 1 to Contract No. 116042 with Correct Care Solutions

i

PUBLIC ••' ~
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",

CONTRACT AMENDMENT SUMMARY
PO/DO II: 16042 Adm #2

Date: 5/7/2009

Contact: McDonald, Angie @ 862"6664

~~"r1!r.Cl~!~r.J:\'!1~nd ment Sum n.::'_~!l'~___________ _____

_

_

_

This amendment adds to the Contractor's responsibilities the providing of an electronic medical
records solution by using the contractor's ERMA (sm) product. This service had been subcontracted
out to SCA.
Initial Contract Value: $9,000,000.00 This is an indefinate delivery Per Year
Terms: NET 30
If an Amendment, this is number: 002 This Amendment Value: $140,532.00
Contract Start Date: 10/1/2005

Expiration Date: 9/30/2010

Contractor's Name: Correct Care Solutions, 3343
Perimeter Hill Drive, Suite 300, Nashville, TN 37211

Contract Amendment emailed to supplier on

CONTACT:

Patrick Cummiskey

PHONE:

615"324"5777
615"831-5131

FAX:
E-MAIL:

ADDRESS:

partick@correctcareso[utions.c
am
VENDOFi. If:

Fienewal Option: NO

If Renewal Explain: None

Fietainage Ilequired: NO

Bond llequirod: NO

SmarTRAC# 16474 Ei It 474465

Price E:scalation/De--Escalation: YES
Insurance on File: YES

Contract includes:
Small Business: NO

Amount:

Gmtm/Sustainability: NA

Minority Owned 13usinesses: NO

Arnount: $0.00

Women Owned 13usinosses: NO

Amount: $0.-00

Solicitation Detair:
Solicitation Type: RF'P

# 05..04

Solicitation Title:
l:Jhone fl:
Send copies to:

Req uest Initiated by:
Department:
Avallablo to Various Departments: NO
Historical l:Jrice: $

Eva!. Score

If no, why?

Budget Amount: $

Amount

Commodity Code:

Offerors

Initial Proposal: $

Status
Awarded

Additional Information:
P:/PROCUREMENT/OTHER DOCS/CONTRACT BUILDING/06 CONTRACT SUMMARY SHEET 06.2008.doc

AMENDMENT NO. TWO TO CONTRACT NO. 16042 BETWEEN
METROPOLITAN GOVERNMENT OF NASHVILLE AND-DAVIDSON COUNTY
AND
CORRECT CARE SOLUTIONS

This amendment is entered into on this first day of March 2009, by and
between the Metropolitan Government of Nashville and Davidson County through
the Metropolitan Health Department and CORRECT CARE SOLUTIONS
(hereinafter "Contractor"), 3343 Perimeter Hill Drive, Suite 300, Nashville,
Tennessee 37211.

WITNESSETH

Whereas, the parties desire to change the terms and conditions of this
contract agreement with Correct Care Solutions eCCS") and the Metropolitan
Government of Nashville and Davidson County Department of Health, the parties
here by agree to the following:
Sections listing the documents of this contract, remove any
document(s) that pertain to the E3CA-Electronic Health I'<ecord System Proposal.
Section 1 (B), Duties and RE2)2onsibilities of Contractor should now
read
Provide Electronic Medical Records Solution as proposed by "CCS"
through its E:1'<IVIA(sm) product.
Section 2 (B), :rerm. __E:ffective date for the completion of the
transition from the subcontractor, BCA to "CCS" for providing electronic medical
records services will be October 1, 2009.
Section 3, Compensation_ should now include: Cost for transition
and providing the electronic medical software services of "CCS" ERMA (sm)
product will not cost any additional charges to Metro, therefore year four (4) of
the contract will have $4,280.58 per month for license fee access and for year
five (5) of the contract will have $4,430.42 per month for license fee access
charges.

Page 1 Amendment No.2 to Contract No. 116042 wiltl Correct Care Solutions

This amendment shall not be binding upon the parties until it has been signed first by Correct
Care Solutions and then by the representatives of the Metropolitan Government and has been
filed in the Office of the Metropolitan Clerk. When it has been so signed and filed, this
amendment shall be effective as of the date first written above.

CORREC~:NS:
By:

.

Tl'tle'

J

~~
(g22)

PrintIType Name

~

'~//\\'1

d ()

~'ti,

III

'"
*'*CJ~oo
§~..
~

11·

,a Notary Public,

thi~

N L, '1S:
1!-ffll l.~
•••••••
CO>.;'J
STATE o.~.... :~
\.

.0

':):

=:

THE METROPOLITAN GOVERNMENT OF NASHVILLE AN7£AVIDSO

~~
V

~~

..~~

i
~
PUBLIC
f"
~~"V_"1JA·········
"'·0
~. .ff"*
·00

Approved:

·0

OF
~ ~
i\
TENNESSEE: §
exPires,_----'-"--\--"--"'----'".JL..-'~""'v'___~~:---- ....oo-o NOTARY .-:

ufs3flL.

Swom to and subscribed before medl\l.\\1ufl4N
\
(\1\,
ill day of
,2009. My commission

uj\..14

b6f'l..te

Appro'

I

COUNTY

~,\...
III'" ItllI\1\\\\\

"lllf/IDElJN

Karl F. Dean, Mayor

Approved as to form and Ie arty:

ATTEST:

!

Me~~~~

~d:~'

~T-I.-=d-+t--

Date:,_---"''7'f-'''''...
Director of Finan~\
Approv d:

Page 2 Amendment NO.2 to Contract No. 116042 with Correct Care Solutions

.00

AMENDMENT NO. TWO TO CONTRACT NO. 16042 BETWEEN
METROPOLITAN GOVERNMENT OF NASHVILLE AND-DAVIDSON COUNTY
AND
CORRECT CARE SOLUTIONS

This amendment is entered into on this first day of March 2009, by and
between the Metropolitan Government of Nashville and Davidson County through
the Metropolitan Health Department and CORRECT CARE SOLUTIONS
(hereinafter "Contractor"), 3343 Perimeter Hill Drive, Suite 300, Nashville,
Tennessee 37211.

WITNESSETH

Whereas, the parties desire to change the terms and conditions of this
contract agreement with Correct Care Solutions eCCS") and the Metropolitan
Government of Nashville and Davidson County Department of Health, the parties
here by agree to the following:
Sections listing the documents of this contract, rerYlove any
document(s) that pertain to the BCA~Electronic Health Reccmt System F)roposal.
Section 1 (B), DLltie::L?Jl(:LFesponsibiillies~ ot ConfL?(:;tor should now
read: Provide Electronic Medical Records Solution as proposed by "CCS"
through its EF\MA(sm) product
Section 2. (B), Jerm~_~,Effective date for the completion of the
transition trom the subcontractor, BCA to "CCS" for providing electronic medical
records services will be October 1, 2009,
Section 3, Compensation should now include: Cost for transition
and providing the electronic medical software services of "CCS" ERMA (sm)
product will not cost any additional charges to Metro, therefore year four (4) of
the contract will have $4,280.58 per month for license fee access and for year
five (5) of the contract will have $4,430.42 per month for license fee access
charges.

Page 1 Amendment No.2 tu Contract No. 116042 willl Correct Care Solutions

This amendment shall not be binding upon the parties until it has been signed first by Correct
Care Solutions and then by the representatives of the Metropolitan Government and has been
filed in the Office of the Metropolitan Clerk. When it has been so signed and filed, this
amendment shall be effective as of the date first written above.

CBy~.RRECT(t~~T=--IO_N+JS~:
7J~

. >..--

Title:

/

ck6

Sworn to and subscribed before me

\0

day of

_

\'i\C\.y,

.t\!.

f" L~

Prin~TypeName Cl!~
\-\!SICb

,2009. My commission expires

\ \ \

,a Notary Public, this

.J-) \?D1

THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY

:ll-

'PO"""

l

F--

Karl . Dean, Mayor

Metropolitan Attorney

AP~1mundS:
Director of Finan~
Approved'

A~·L

018i.r, Boord of Health

Page 2 Amendment NO.2 to Contract No. 116042 with Correct Care Solutions

p. 6?L

AMENDMENT NO. ONE TO CONTRACT NO. 16042 BETWEEN
METROPOLITAN GOVERNMENT OF NASHVILLE-DAVIDSON COUNTY
AND
CORRECT CARE SOLUTIONS

This amendment is entered into on this first day of July 2008, by and
between the Metropolitan C;ovemment of Nashville-Davidson County and
CORRECT CARE SOLUTIONS (hereinafter "Contractor"), 3343 Perimeter Hill
Drive, Suite 300, Nashville, Tennessee 37211.

WITNESSE:TH

Whereas, the parties desire to change the terrns and conditions of this
contract agrc"ement with Correct Care Solutions ("CCS") and the Metropolitan
C;overnrnent of Nashville·Davidson County Department of Health, thc7 parties
here by agree to the following:
Section 2, Term shall now I'ead that Metropolitan Covernment will
exel'ci:;e its option to rc·mew this contract for two additional terrns of one year
each with thce contract expiring on Septenlber 30,2010.
Section 3, Compensation.fhe base arnount of contract for CUITent
contract year ending SeptelTlber 30, 2008 is $7,04<3,57600. This base amount
will be increased by $'i('2,407.00 which will he hilled in three (3) equal
installments ot $54,135.1<3 over the last three (3) rnonths of this contract period
endinD September 30, 200<3. Contractor will ensure these supplomental costs
are laheled as such on the final thrm) (3) invoices starting July 200B tllrOU911
September 200B.
The base amount is $7,048,576.00 plus a 4.'15%, (334,807.00) increase to
$7,383.383.00 for the contract term beginning October 1,2008. 4.75 percent (%)
increase will also be used for the final term of the contract being effectivo on .July
1, 2009. The hase amount will also be incrc.;as(Jd by tho following:
A) Staffing Pool: $649.630.00 for staffing adjustmonts to assist with
increased population and ensure compliance with Federal and National
standards.
B) Per Diem Adjustment of $554,344: The Per Diem level will now be
2,800. For monthly ADP's under 2,800. Contractor will reimburse
Metro $2.25 per inmate per day for the difference between ADP and

Page 1 Amendment NO.1 to Contract No. 'Ii 6042 with Correct Care Solutions

('j(

new per diem level of 2,800. Contractor will be paid $2.25 per inmate
per day for difference between ADP and 2,800 for monthly populations
that exceed 2,800.
C) Off-Site Services Cap:
Increases annual compensation to
$1,400,000.00.
Contractor will be responsible for managing and
providing monthly updates regarding all expenses associated with offsite medical care. The annual cap will be established at 1.4 million
dollars.
At the end of either contract year, should any monies
remaining under the cap of $1.4 million dollars, the remaining amount
will be equally shared between Contractor and Metro. Should either
contract year expenses exceed $1.4 million dollars, Contractor and
Metro will equally share all costs and Contractor will bill Metro their
poi"tion of these costs as expenses are incurred.
Should Metro
General Hospital and/or Metro Fire Department-EMT division cease to
provide medically necessary services consistent with current practices
as of May 2008, all financial risk above the cap of $1.4 million will be
borne entirely by Metro.
Furthermore, should claims expenses exceed $25,000.00 annually fm
all patients who generated claims due to Metro Gmleml Hospital being
"On-Divert", the financial responsibility for tllese claims would be
entiroly borne by Metro and not applied to annual cap. Metro shall not
be responsible fOl' any services provided off.·site that should have boon
taken care of in Metro's facility (i.e., routine dental work). Contractor
shelll handle all claims adjudication under this shared risk arrangement
No services provided by Metro (;rmural Hospital m Metro r:ire
Dr,partnlent·EIVIT will be applied to cap or acljudicated by Contractor as
the financial responsibility for these costs are not part of Correct Care
Solntions' contractual obligations.
Surnmary of cornpensation for contract year beginning October 1, 200g
would be as follows:
$7,383,383.00
$ 649,6,lOOO
$ 554,344.00
$1,400,000.00

$9,987,357.00

Old base plus annual increase
Staffing adjustments
Increase in per diem level to 2,800
Annual shared risk off-site services cap
Total annual compensation (new base
amount)

D) For contract year beginning October 1, 2009, Contractor will receive a
4.75 percent (%) increase. The new base compensation plus the
increase equates to a total annual compensation of $10,461,756.00 for
the period of October 1, 2009 through September 30, 2010.
E) Off-Site Trips: The ceiling for off-site trips shall now be changed from
200 to 180

Page 2 Amendment No.1 to Contract No. 116042 with Correct Care Solutions

Tilis amendment shall not be binding upon the parties until it has been signed first by Correct
Care Solutions and then by the representatives of the Motropolltan Government and has been
filed in the Office of the Metropoiitan Clerk. When it has been so signed and filed, this
amendment shall be effective as of tile date first written above.

(")

THE METROPOLITAN GOVERNMENT

06-1)-08

or NASHVILLE,DAVIDSON COUNTY

PO~:OO

001

ATTICST:

Mei;ll)ei1~J~i(1"JZt
Zl; £2!f!
~jit
v

<'

Page 3 Amendment NO.1 to Contract No. 116042 with Correct Care Solutions

Me''''JII; Q~ L.'

For
Number:

J

Date: ~~9'±..! '?O j-'2J;.JG:f
_ - .....................

_--_.._--

CONTRACT BETWEEN
METROPOLITAN GOVERNMENT OF NASHVilLE AND DAVIDSON COUNTY
AND

CORRECT CARE SOlUnONS
FOR PURCHASE OF SERVICES
This contract is entered into on this first day of October, 2005, by and between THE
METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY, a
municipal corporation of the State of Tennessee ("Metro"} and Correct Care Solutions,
3343 Perimeter Hill Drive, Suite 200, Nashville, Tennessee 37211 ("Contractor"). This
contract consists of the fof/owing documents:

""

This do<:umenit

e

Request For ProP{M;.J,!f (RFP)# ()t!H)4 t
Business Computer As£odata$~E!@ct.mnicHealth Re£ord SY$g~m St"d®m~mt
of Work daioo August 261 ZOOS (the IiBeA Statement lOf Work";
Value addoo sSWlco:N1etw()(k, cfalm'3 adjwJicati(m and claims (Nsyment
sf)Nices ror tf'U@ InmaGt9§ eN; st~too in Letter of AUgUS,l 18,20015,
Cr.mtn.tdcwts R@spons18, ami
AffJd8JvJ13 I1mJ f}1sumncf).

q,

'"
(>

lj)

In the evant of conflicting provisions, at! documents shaH be construed according to the
following priorities:

"
(l>
@

rti
@

'"
@

1.

any properly ®XfX;uiOO eHmmdment or chang@ on:i®r to this contr~ct (most
rocant with flrtr.t priority),
this contractt
RFP #()fi..{)4,
BCA.~EI&:tronlc Health Record SY$tem Proposal,
Value added sel1lJces~n9twofkf claims adjudication and dl]jms pfjj/menl
sarvices for the Inmates as stated in Letter of August 18, 1005,
Contractor's Response, and
Affidavits and Insuronce.

t;>ytles an.d...~9SJ1.on81t}!lIt/e§. qf c.qnt~to{. Contractor agrees to provide and Metro
agrees to purchase the following services:

1

A) Provide Healthcare Medicai Services for inmates /n the custody of Metro's
Sheriff's Department as requested in RFP #04-05 and will be provided as
stBted in Contractor's Response,

,-,

B) Provide Electronic Medical Records Soiulion as submitted by BGA and
included heroin,
e) Vaiue Added services as noted in Letter dated August 18, 2005,

2.

Tarm.
a) The term of this contract will begin on the date this contract is signed by all
required parties and filed in the office of the Metropolitan Clerk. Metro
contemplates that the contract term will begin on or about October 1, 2005
(beginning date). Tha initial contract term will end on September 30, 2008
(ending date).
b)

3.

This contract may be extended for two (2) additional term(s) of one (1) year
each. The option to extend shall be mutually agreed upon by both parties The
option to extend will be exercised by the Purchasing Agent. To be effective, any
extension must be approved by Metro's Depaliment of Law and Department of
Finance. tn no event shall the term of this contract including extensions, exceed
live (5) years.

§;amp®l1sat/JHI. ContraGior shall be paid according to "Option 3" as proposf3d by
Contraelor and herein atlaelled as Exhibit A, which is incorporated herein by reference
as fully as if reprinted herein in ils entirety.
There will be no other charges or fees for tho perforrnar1<"A3 of fhis contract. Metro will
make reasonable efforts to rnakf) payments within 30 days of receipt of invoice but in
any event shall make payment within 60 days. Metro will mal,e reasonable efforts to
make payments to Small Businesses within '15 days of receipt of invoice but in any
event shall make payment within 60 days.
SUbject to and in accordance with the provisions of this Section, Metro may withhold
payment of any invoice from Contractor (or part thereof) that it in good faith disputes
as due or owing. In such case, Metro shall pay any undisputed amounts and
provide a written explanation to Contractor of the reason it disputes the amount
The failure of Metro to pay a disputed invoice, or to pay the disputed part of an
invoice, shall not constitute a breach or default by Metro, so long as Metro complies
with the provisions of this Section 3. All of Contractor's obligations under this
Contract shall continue unabated during the resolution of the dispute.

4,

Electronic Paym®nt. Upon request by Metro, the Contractor shall have thirty (30)
days to complete and sign Metro's form authorizing electronic payments to the
Contractor. Thereafter, all payments to the Contractor, under this or any other
contract the Contractor has with Metro, shall be made electronic.ally.

2

""'",

5.

Metro shall not be responsible for any taxes that are imposed on Contractor.
Furthermore. Contractor understands that it cannot claim exemption from taxes by
virtue of any exemption that is provided to Metro,

6.

Deleted.

7.

Copvrlght, Trademark, Service Mark, or Patent Infringement.

Taxes.

a)

Contractor shall. at its own expense. be entitled to and shall have the duty to
defend any suit which may be brought against Metro to the extent that it is based
on a claim that the products or services furnished infringe a copyright. Trademark,
Service Mark, or patent Contractor shall further indemnify and hold harmless
Metro against any award of damages and costs made against Metro by a final
jUdgment of a court of last resort In any such suit Metro shall provide Contractor
immediate notice in writing of the existence of such claim and full right and
opportunity to conduct the defense thereof, together with all available information
and reasonable cooperation, assistance and authority to enable Contractor to do
so, No costs or expenses shall be incurred for the account of Contractor without
its wrillen consen!. Metro reserves the right to participate in the defense of any
such action, Contractor shall have the right to enter into negotiations for and the
right to effect settlement or compromise of any such action, but no such
settlement or compromise shall be binding upon Metro unless approved by the
Metro Department of Law Settlement Committee and, where required, the Metro
Council. Notwithstanding the provisions of this contract, this Section 7 shall not
apply to any matters peliaining to the Electronic Medical Records Services, which
shall be govmned by the RCA Agreements,

b)

If the products or services furnished under this contract are likely to, or do
become, the subject of such a claim of infringement, then without diminishing
Contractor's obligation to satisfy tile I1nal award, Contractor may at its option and
expense:

c)

i)

Procwe for Metro the fight to continue using the products or se/vices,

ii)

Replace or modify the alleged infringing products or services with other
equally suitable products or services that an,; slltisfactory to Metro, so that
they become non,infringing,

iii)

Remove the products or discontinue tile services and cllncei any future
charges pertaining thereto,

iv)

Provided. however; that Contractor will not exercise option bJii, unW
Contractor and Metro have dete/mined that options bJ and b,ii are
impractical.

Contractor shall have no liability to Metro, however, if any such infringement or
claim thereof is based upon or arises out of:
i)

The use of the products or services in combination with apparatus or
devices not supplied or else approved by Contractor

3

ii)

The use of the products or services in a manner for wlJich the products or
services were neither designated nor contemplated.

iii)

The claimed infringement in which Metro has any direct or indirect interest
by license or otherwise, separate from that granted herein.

8.

Termination-Broach. Should either party fail to fulfill in a timely and proper manner
its obligations under this contract or if it should violate any of the terms of this contract,
the non-breaching party shall have the right to terminate the contract with a sixty (60)
day written notice, which notice shall spedfy the terms of the alleged breach. The
breaching party shall have five (5) days from receipt of the written notice to cure such
breach in which case and the contract will continue without termination for breach.
Such termination shall not relieve the breaching party of any liability to the other party
for damages sustained by virtue such breach.

9.

Termination-Funding. Should funding for this contract be discontinued, Metro shall
have the right to terminate the contract with a sixty (60) day written notice to
Contractor.

10, Terminatic:m-Notlce. Metro may terminate this contract at any lime upon ninety (90)
days written notice to Contractor. Metro shall reimburse Contractor for all work
performed and invoiced in accordance with Section 3 of this contract up to the
effective date of termination.
11. Complil'mc'il with UlWS. Contrac;for agrees to comply with any applicable federal,
state and local laws and regulations .

./ If- Notices and O'il$fgnagoILof ~ni for Service_of Pmc.~§Jf!.
a)

Notice of assignment of any rights to money due to Contractor under this contract
must be mailed or Iland delivered to the attention of Metro's Chief Accountant,
Division of Accounts, Department of Finance, 222 Third Avenue North, Suitco 7:50,
NaShville, Tennessee 37201, with a copy to the recipient for Metro notices listed
below. All other notices to Metro shall be mailed or hand delivered to:

lJeparlmfi.mt:
AU'I1:
Addr:

Metro Health Department
Dr. Stephanie 8ailey, Director
311 23,d Ave., North
Nashville, TN 37203

AND
Metro Sheriffs Department
Darron Hall, Sheriff
506 2"d Ave., North
Nashville, TN 37201

AND
Metro Purchasing Department
,Jeff Gossage, Purchasing Agent

4

"~'

222 3'd Ave" No" Suite 601
Nashville, TN 37201
a)

b)

Notices to Contractor shall be mailed or hand delivered to:

Contractor:
Aft'n:
Addr:

Correct Care Solutions, LLC
Patrick Cummiskey, Ex- Vice President
3343 Perimeter Hill Drive, SUite 200
Nashville, TN 37211

Telephone

615-324-5777 (direct) 615-319-4440 (cell)

Fax

615-831-5131

fE-mail

pa\rlck@£orrectcaresolutiQD1LWm

Contractor designates the following as the Contractor's agent for service of
process and will waive any objection to service of process if process is served
upon this agent:
lJasignated Agent: Patrick Cummiskey, Ex, Vice President
Correct Care Solutions, LLC
Addr:
3343 Perimeter Hill Drive, Suite 200
Nashville, TN 37211

/-"

13, Maintenance of Rocrords. Contractor shall maintain documentation for all charges
against Metro. The books, records, and documents of Contractor, insofar as they
relate to work performed or money received under the contract, shall be maintained
for a period of three (3) full years from tt1e date of final payment and will be subjed to
audit, at any reasonable time and upon reasonable notice by Metro or its duly
appointed representatives,
The records shall be maintained in accordance with
generally accepted accounting principles,

14, Monitoring,

The Contractor's activities conducted and records maintained
pursuant to fhis Contract shall be subject to monitoring and evaluation by Metro, the
Department of FinancelDivision of Internal Audit, or their duly appointed
representatives,

15. Metro PropertY. Any Metro property, including but not limited to books, records and
equipment, that is in Contractor's possession shall be maintained by Contractor in
good condition and repair, and shall be returned to Metro by Contractor upon
termination of the contract All goods, documents, records, and other work product
and property produced during the performance of this contract are deemed to be
Metro property.

16. Modification of Contract. This contract may be modified only by written amendment
executed by all parties and their signatories hereto, All change orders, where
required, shall be executed in conformance with section 4,24,020 of the Metropolitan
Code of Laws,

5

.-,

17. Partnership/joint Venture.
Nothing herein shall in any way be construed or
intended to create a partnership or joint venture between the parties or to create the
relationship of principal and agent between or among any of the parties. None of the
parties hereto shall hold itself out in a manner contrary to the terms of this paragraph.
No party shall become liable for any representation, act or omission of any other party
contrary to the terms of this paragraph.

18. Waiver. No waiver of any provision of this contract shall affect the right of any party
thereafter to enforce such provision or to exercise any right or remedy available to it in
the event of any other default.
19. Employment. Contractor shall not subscribe to any personnel policy which permits
or allows for the promotion, demotion, employment, dismissal or laying off of any
individual due to race, creed, color, national origin, age, sex, or which is in violation of
applicable laws concerning the employment of individuals with disabilities.

20. Non.Discr!minatkm. It is the policy of the Metropolitan Government not to
discriminate on the basis of age, race, sex, color, national origin, or disability in its
hiring and employment practices, or in admission to, access to, or operation of its
programs, services, and activities. With regard to all aspects of this contract,
Contractor certifies and warrants it will comply with this policy No person shall be
excluded from participation in, be denied benefits of, be discriminated against in the
admission or access to, or be discriminated against in treatment or employm(~nt in
Metro's contracted programs or activities, on the grounds of handicap and/or
disability, age, race, color, religion, sex, national origin, or any other classification
protected by federal or Tennessee State Constitutional or statutory law; nor shall
they be excluded from participation in, be denied benefits of, or be otherwise
subjected to discrimination in the performance of contracts with Metro or in the
employment practices of Metro's Contractors. Accordingly, all Proposers entering
into contracts with Metro shall, upon request, be reqUired to show proof of such
nondiscrimination and to post in conspicuous places that are available to all
employees and applicants, notices of nondiscrimination

21, Insurarll::e, During the term of this Contract, Contractor shall at its sole expense
obtain and maintain in tull force and effect for the duration of the Agreement and
any extension hereof at ieast the follOWing types and amounts of insurance for
claims which may arise from or in connection with this Agreement.
1.)CommerciaJ General Liability Insurance occurrence version commercial general
liability insurance or equivalent form with a limit of not less than one million
($1,000,000,00) dollars each occurrence for bodily injury, personal injury, and
property damage If such insurance contains a general aggregate limit, it sha/l
apply separately to the work/location in this Agreement or be no less than five
times the occurrence Iimi\'
Such insurance shall:
a.)

Contain or be endorsed to contain a prOVision that includes Metro,
its officials, officers, employees, and volunteers as additional

6

.•-

insureds with respect to liability arising out of work or operations
performed by or on behalf of the Contractor including materials,
parts, or equipment furnished in connection with such work or
operations, The coverage shall contain no special limitations on
the scope of its protection afforded to the above-listed insureds.
b)

For any claims related to this agreement, Contractor's insurance
coverage shall be primary insurance as respects Metro, its officers,
Any insurance or selfofficials, employees, and volunteers.
insurance programs covering Metro, its officials, officers,
employees, and volunteers shall be excess of Contractor's
insurance and shall not contribute with it.

2.)Automotive liability Insurance including vehicles owned, hired, and non-owned,
with a combined single limit of not less than pne million ($1,OOO,OOO.,QQJ dollars
each accident. Such insurance shall include coverage for loading and unloading
hazards. Insurance shall contain or be endorsed to contain a provision that
includes Metro, its officials, officers, employees, and volunteers as additional
insureds with respect to liability arising out of automobiles owned, leased, hired,
or borrowed by or on behalf of Contractor.

/-,

3.)Worker's Compensation (If applicable), Contractor shall maintain workers'
compensation insurance with statutory limits as required by the State of
Tennessee or other applicable laws and employers' liability insurance with
limits of not less than $100,000. Contractor shall require each of its
subcontractors to provide Workers' Compensation for all of the latter's
employees to be engaged in such work unless such employees are c
covered by Contractor's wor!,ers' compensation insurance coverage.
4.) Other Insurance: F'rernises and Operations Liability, Products and Completed
Operations Liability and Broad Form Contractual Uability with $1,000,000 per
occurrence or $5,000,000 aggregate per project.
Also Professional Liability (inclUding Errors & Omissions) of $1,000,000 per
occurrence and $5,000,000 aggregate. Contractor shall provide professional
Iiabilily insurance covering claims arising from real or alleged errors, omissions, or
negligent acts committed in Ihe pelfonnancEl of profeSSional services under this
contract.
5.) Other Insurance ReqUirements. Contractor shall:
a.

Prior to commencement of services, furnish Metro with original certificates
and amendatolY endorsements effecting coverage required by this section
and provide that such insurance shall not be cancelled, allowed to expire,
or be materially reduced in coverage except on 30 days' prior written
notice to Metro's Law Department, 222 Third Avenue North, Suite 501,
Nashville, TN 37201.

b.

Provide certified copies of endorsements and policies if requested by
Metro in lieu of or in addition to certificates of insurance.

7

c.

Replace certificates, policies, and/or endorsements for any such insurance
expiring prior to completion of services.

d.

Maintain such insurance from the time services commence until services
are completed. Fallure to maintain or renew coverage or to provide
evidence of renewal may be treated by Metro as a material breach of
contract.

e.

Place such insurance with insurer licensed to do business in Tennessee
and having AM. Best Company ratings of no less than A". Modification of
this standard may be considered upon appeal to the Metro Director of Risk
Management Services.

f.

Deleted.

g.

Any deductibles and/or self"insured retentions greater than $10,000.00
must be disclosed to and approved by Metro prior to the commencement
of services.

h.

If the Contractor has or obtains primary and excess policy(ies), there shall
be no gap between the limits of the primary policy and the deductible
features of the excess poliGies.

22. Contingent F~.
Contractor hereby represents that Contractor has not been
retained or retained any persons to solicit or secure a Metropolitan Government
contract upon an agreement or understanding for a contingent commission,
percentage, 01' brokerage fee, except for retention of bona fide employees or bona fide
established commercial selling agencies for the purpose of securing business. Breach
of the provisions of this paragraph is, in addition to a breach of this contract, a breach
of ethical standards which may result in civil or criminal sanction and/or debannent or
suspension from being a contractor or subcontractor under Metropolitan Government
contracts.
2:10 Gratuiti&S and Kickb"c/w, It sllall be a breach of ethical standards for any person to
offer, give or agree to give any employee or former employee, or for any employee or
former employee to solicit, demand, accept or agree to accept from another person, a
gratuity or an offer of employment in connection with any decision, approval,
disapproval, recommendation, preparation of any part of a progtam requirement or a
purchase request, influencing the content of any specification or procurement
standard, rendering of advice, investigation, aUditing or in any other advisory capacity
in any pmceeding or application, request for ruling, determination, claim or controversy
or other particular matter, pertaining to any program requirement of a contract or
subcontract or to any solicitation or pl'oposal therefor. It shall be a breach of ethical
standards for any payment, gratuity or offer of employment to be made by or on behalf
of a subcontractor under a contract to the prime contractor or higher tiel' subcontractor
or a person associated thel'ewith, as an induDement for the award of a subcontract or
order. Breach of the ptovisions of this paragraph is, in addition to a breach of this
contmct, a breach of ethical standards which may result in civil or criminal sanction
and/or debarment or suspension from being a contractor or subcontractor under
Metropolitan Government contracts.

8

:'~

24. Indemnification and Hold Harmless. Contractor shall indemnify and hold harmless
Metro, its officers, agents and employees from:
a)

Any claims, damages, costs and attorney fees for injuries or damages arising, in
part or in whole, from the negligent or intentional acts or omissions of Contractor,
its officers, employees and/or agents, including its sub or independent contractors,
in connection with the perfomlance of the contract; provide that Contractor shall
have no liability to Metro under this provision for matters arising from the
negligence or willful misconduct of Metro its officers, agents and employees, and,

b)

Any claims, damages, penalties, costs and attorney fees arising from any failure
of Contractor, its officers, employees and/or agents, including its sub or indepen"
dent contractors, to observe applicable laws, including, but not limited to, labor
laws and minimum wage laws.

c)

Pursuant to Tennessee Attorney General Opinion 93"01, Metro will not indemnify,
defend or hold harmless in any fashion the Contractor from any claims arising
from any failure, regardless of any language in any attachment or other document
that the Contractor may provide.

d)

Contractor shall pay Metro any expenses incurred as a result of Contractor's
failure to fulfill any obligation in a professional and timely manner under this
Contract.

21i Attomey Fee§j,. Contractor agrees that in the event either party takes legal action to
enforce any provision of the contract or to obtain a remedy for any breach of this
contract, and in the event Metro prevails in such action, Contractor shall pay all
expenses of such action incurred at any and all stages of the litigation, including costs,
and reasonable attorney fees for Metro.

26,

A$Si[,mment~Con$.mtJ3.!myjr",g.

The provisions of this contract shall inure to the
benefit of and shall be binding upon the respective successors and assignees of the
parties hereto Except for the rights of 1110ney due to Contractor under this contract,
neither this contract nor any of the rights and obligations of Contractor hereunder shall
be assigned or transferred in whole or in part without the prior written consent of
Metro. Any such assignment or transfer shall not release Contractor from its
obligations hereunder, NOTICE OF ASSIGNMENT OF ANY RIGHTS TO MONEY
DUE TO CONTRACTOR UNDER THIS CONTRACT MUST BE SENT TO THE
ATTENTION OF METRO'S CHIEF ACCOUNTANT, DIVISION OF ACCOUNTS,
DEPARTMENT OF FINANCE, 222 THIRD AVENUE NORTH, SUITE 750,
NASHVILLE, TENNESSEE 37201.

27. Entire Contract

This contract sets forth the entire agreement between the parties
with respect to the subject matter hereof and shall govern the respective duties and
obligations of the parties.

28. Forco Majeure. No party shall have any liability to the other hereunder by reason of
,_.

any delay or failure to perform any obligation or covenant if the delay or failure to
perform is occasioned by force majeure, meaning any act of God, storm, fire, casually,

9

,"~

unanticipated work stoppage, strike, lockout, labor dispute, civil disturbance, riot, war,
national emergency, act of Government, act of public enemy, or other cause of similar
or dissimilar nature beyond its control.

29. Governing Law. The validity, construction and effect of this contract and any and all
extensions and/or modifications thereof shall be governed by the laws of the State of
Tennessee. Tennessee law shall govern regardless of any language in any
attachment or other document that the Contractor may provide.

30. Venue.

Any action between the parties arising from this agreement shall be
maintained in the courts of Davidson County, Tennessee.

31. Severability. Should any provision of this contract be declared to be invalid by any
court of competent jurisdiction, such provision shall be severed and shall not affect the
validity of the remaining provisions of this contract.
32. f1IPAA. A. Definitions,-The following terms shall have the meaning indicted when
capitalized and used in this Contract:
1.

"Business Associate/Contractor" for the Metropolitan Government of
Nashville-Davidson County ("Metro") is defined as a company or person,
outside of Metro's workforce, who. (i) on behalf of Metro provides a service or
function that involves the use or disclosure of indiVidually identifiable health
information to perform the service or function, and (ii) is required to enter into
a business associate agreement with Metro pursuant to the terms of the
Federal Privacy Hegulations. Some examples may include, but are not
limited to, transportation companies, shredding companies, medical billing
and collection companies, etc.

2 "Federal Privacy I"egulations" mean the regulations contained in 45 C.f .R.
parts 160 and 164, as amended.
3. "Federal Security Hegulations" mean the regulations contained in 45 C.F.R
pmis 160. 162 and 164, as amended.
4 "HIPAA" means the administrative simplification section of the Health
InsuranC',8 POliability and Accountability Act of 1996, as codified at 42 U.S.C.
§ 1320d through d-a.
5. "Protected Health Information" or "PHI" means any protected health
information, as defined in 45 C.F.R. 164.501, as amended.
6. "ReqUired by law" means a mandate contained in law that compels a
covered entity to make a use or disclosure of protected health information and
that is enforceable in a court of law. Required by law, includes, but is not
limited to, court orders and court-ordered warrants: subpoenas or summons
10

issued by a court, grand jury, a governmental or tribal inspector general, or an
administrative body authorized to require the production of information; a civil
or an authorized investigative demand; Medicare conditions of participation
with respect to health care providers participating in the program; statues or
regulations that require the production of information, including statutes or
regUlations that require such information if payment is sought under a
government program providing public benefits.
B. Permitted Uses and Disclosures.
Business AssociateJContractor shall not
use or disclose any Protected Health Information other than as permitted by this
Contract in order to perform Business Associate/Contractor's obligations under
this Contract or as Required by Law. Business Associate/Contractor may also
use or disclose PHI as required for Business Associate/Contractor's proper
management and administration, provided that if Business Associated/Contractor
discloses any PHI to a third party for such a purpose, Business
Associate/Contractor shall enter into a written agreement with such third party
requiring that party: (i) to hold the PHI confidentially and not to use or further
disclose the PHI except as Required by Law, and (ii) to notify Business
Associate/Contractor immediately of any instances of which it becomes aware in
which the confidentiality of the PHI is breached.
C.
"~'"

Minimum Necessary Information:..J?afeguardsc Business Associate/Contractor
shall only request from Metro, and shall only use and disclose, the minimum
amount of PHI necessary to carry out the Business Associate/Contractor's
Business Associate/Contractor shall
responsibilities under this Contract.
implement appropriate safeguards to prevent the use or disclosure of Metro's
Protected Health Information other than as provided for in this Contract. If
Business Associate/Contractor becomes aware of any use or disclosure ot
Metro's Protected Health Information not provided for in this Contract, Business
Associate/Contractor shall report such information to Metro within thirty (30) days
or as soon as possible thereafter.

D. Reporting. If Business I\ssociate/Contractor becomes aware of any use Of
disclosure of PHI in violation of this Contract, Business Associate/Contractor
shall immediately, but no more than thirty (30) days report such information to
Metro. Business Associate/Contractor shall also require its employees, agents,
and subcontractors to immediately report any use or disclosure of PHI in violation
of this contract. Business Associate/Contractor shall cooperate with, and take
any action required by, Metro to mitigate any harm caused by such improper
disclosure

,,-

E. Agents and Subcontractors. Business Associate/Contractor shall require any
agent or subcontractor that carries out any duties for Business
Associate/Contractor involving the use, custody, disclosure, creation of, or
access to PHI to enter into a written contract with Business Associate/Contractor
containing provisions substantially identical to the restrictions and conditions set
forth in this Contract.
11

'''''''-,

F, Policies, Privacy Practices and Restrictions, Business Associate/Contractor shall
assure that each of its agents and employees has received appropriate training
regarding HIPAA confidentiality and patient privacy compliance issues,
G, Patient Rights, Business Associate/Contractor acknowledges that the Federal
Privacy Regulations require Metro to provide patients and Metro's employees
and their dependents with a number of privacy rights, including (1) the right to
inspect PHI within the possession or control of Metro, its Business
Associate/Contractors and their subcontractors, (2) the right to amend such PHI,
(3) the right to obtain an accounting of certain disclosures of their PHI to third
parties and (4) the right to request confidential communications of their PHI.
Business Associate/Contractor shall respond to such request in a timely manner.
Business Associate/Contractor shall establish and maintain adequate internal
controls and procedures allOWing it to readily assist Metro in complying with
patient and Metro employee's and their dependent's request to exercise any
patient rights granted by the HIPAA Privacy Regulations, and shall, at no
additional cost to Metro, comply with all such request to amend, prOVide access
to, receive confidential communications or create an accounting of disclosures of
the PHI in the possession of Business Associate/Contractor or its agents and
subcontractors, If Business Associate/Contractor receives a request directly
from a patient to exercise any patient rights granted by the Privacy Regulations,
Business Associate/Contractor shall irnmediately forward the request to Metro.
H. l:HPAA _§ecurLtL-B.equirements,
At such time when the Federal Security
Regulations are effective, Business Associate/Contractor shall have implemented
administrative, physical and technical safeguards that reasonably and
appropriately protect the confidentiality, integrity and availability of Metro's
electronic Protected Health Information that Business Associate/Contractor
creates, receives, maintains or transmits on behalf of Metro as required by the
Federal Security RegUlations, Upon request, Business Associate/Contractor
shall allow Metro to review such safeguards, Business Associate! Contractor
shall promptly report to Metro any security incident involving electronic PHI of
which Business Associate/Contractor becomes aware,
I.

,_

AUdits and Inspectiol']s. Business Associate/Contractor shall make its internal
practices, books and records relating to the use and disclosure of PHI available
to Metro for inspection upon request and to the Secretary of Health and Human
Services to the extent required for determining Metro's compliance with the
Privacy Regulations.

J, Termination and Return of PHI. Notwithstanding anything to the contrary in the
Contract, Metro may terminate this Contract immediately if, in Metro's opinion,
Business Associate/Contractor breaches any provision of this Contract. Metro
may, in its sole discretion, give BUSiness Associate/Contractor thirty (30) days in
which to cure the breach and mitigate any damages, Upon termination of this

12

contract for any reason, Business Associate/Contractor, shall, if feasible, return
or destroy, as determined by Metro, all PHI received from Metro or created by
Business Associate/Contractor on behalf of Metro. If such return or destruction is
not feasible, as mutually agreed to by the parties, the parties agree that the
requirements of this Contract shall survive termination and that Business
Associate/Contractor shall limit all further uses and disclosures of PHI to those
purposes that make the return or destruction of such information infeasible.
Upon Metro's request, Business Associate/Contractor shall certify in writing the
all of Metro's Protected Health Information has been destroyed.
K Interpretation. Any ambiguity in this Contract shall be resolved to permit Metro to
comply with the Federal Privacy RegUlations and Federal Security Regulations.

13

..........

_-------

33. !;ffective Date. This contract shall not be binding upon the parties until it has been
signed first by the Contractor and then by the authorized representatives of the
Metropolitan Government and has been filed in the office of the Metropolitan Clerk.
When it has been so signed and filed, this contract shall be effective as of the date first
written above.
THE METROPOLITAN GOVERNMENT Of
NASHVILLE AND DAVIDSON COUNTY:

CONTRACTOR

Purchasing Agent:

CORRECT CARE SOLUTIONS, LLC

71--:rl'4==4Wil9'··~~~)-:=~~~(?J.c:="""----1 ~%~~~~-_ .
BY:

RECOMMENDED:
Department Head

Sworn to and

~ub$ci"ibed

Notary Public,
/'

to before ma, a

thi~ ~1\)\~~~~__~.,, __ .~_ . ._

day of\.}.~~~._.__ ~ ; 2005 ,
Oap~rtment

,,~flhLu~.,-~~~U~OJfr~.LlLL*r-"~'-'~,

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Metro Sheriff's Department

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CcmuOlctor &!ind duly m.&thowized to
e.!':ecuta this i/1strument on ConiTador'§

behalf,
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FILED IN THE OFFICE OF THE
METROPOLITAN CLERK:

LI:f~~szi~rDate:

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Affidavits
County of _C_Yl)J_\_d_{~1',_
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As used herein, "Offeror" will include bidders and proposers.
Compliance with Law$: After first being duly sworn ac:ording to law, the unpersigned (Affiant)
states that he/she is the ~
(Title) of U.1ll-j\1 Ct C/1,\\t"i.Xlu;lltilh (Offeror), and
that Offeror is presently in compliance with, and will continue to maintain compliance with, all
applicable laws Thus. Affiant states that Offeror has all applicable licenses, including bUsiness
licenses, copies of which are attached hereto, Finally, Affiant stales that Offeror is current on
its payment of all applicable gross receipt taxes and personal property taxes.
Contingent Fees: In accordance with the Metropolitan Government's 1992 Procurement Code,
it is a breach of ethical standards for a person to be retained, or to retain a person, to solicit or
secure a Metropolitan Government contract upon an agreement or understanding for a
contingent commission, percentage, or brokerage fee, except for retention of bona fide
employees or bona fide established commercial selling agencies for the purpose of securing
business, After first being duly sworn according to Jaw, the undersigned (Affiant) states that the
Offeror has not retained anyone in violation of the foregoing
Non~Disc:riminmJon: After first being dUly sworn according to law, the undersigned (Affiant}
states that by its employment policy, standards, and practices the Offeror does not subscribe to
any personnel policy which permits or allows for the promotion, demotion, employment,
dismissal, or laying off of any individual due to his/her race, creeci, color, national origin, age, or
sex, and that the Offeror is not in Violation of and will not violate any applicable laws concerning
the en1ployment of individuals with disabilities,
It is the policy of ti,e Metropolitan Government not to discriminate on the basis of age, face, sex,
color, national origin, or disability in its hiring and employment practices, or in admission to,
access to, or operation of its programs. Services, and actiVities, With regard to all aspects of its
contract with the Metropolitan Government, Offeror certifies and wammts it will corn ply with this
policy,

And FUrlher Afflftnt fJJ,f1Jlsth not:
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Page 1 of 2

Harden, Dianne (Health)
From:

Watson, Heather (Finance - OMB)

Sent:

Thursday, May 28, 2009 3:36 PM

To:

Diamond, Jim (Health); McDonald, Angie (Finance - Procurement - Purchasing)

Cc:

Romine, Stan (Health); Harden, Dianne (Health); Hagar, Leigh Anne (Finance - OMB)

Subject: RE: Correct Care Solutions Contract Amendment
Jim: There is no problem with keeping Section 3 in the amendment. I will also make note that this is a subcontract
between CCS and BCA.
Angie: Thanks for the clarification.
From: Diamond, Jim (Health)
Sent: Thursday, May 28, 2009 3:04 PM
To: McDonald, Angie (Finance - Procurement - Purchasing); Watson, Heather (Finance - OMS)
Cc: Romine, Stan (Health); Harden, Dianne (Health); Hagar, Leigh Anne (Finance - OMS)
Subject: RE: Correct Care Solutions Contract Amendment
Metro does not pay SCA, CCS pays SCA. That money was built into the contract. Would it be clearer if the part of the
amendment referring to license fee access is deleted?

From: McDonald, Angie (Finance .. Procurement - Purchasing)
Sent: Thursday, May 28,2009 2:58 P~1
To: Watson, Heather (Finance - OMS)
Cc: Diamond, Jim (Health); Romine, Stan (Health); Harden, Dianne (Health); Hagar, Leigh Anne (Finance .. OMS)
Subject: RIC: Correct Care Solutions Contract Amendment
The cost is the same as the original contract, instead of the money going to 13CA it is now to Correct Cam, so the value of
the" contract is the same only tile contractor mceiving the money has changed. AM

From: Watson, Heather (Finance" OMS)
Sent: Thursday, May 28, 2009 2:53 PM
To: McDonald, Angie (Finance - Procurement - Purchasing)
Cc: Diamond, Jim (Health); Romine, Stan (Health); Harden, Dianne (Health); Hagar, Leigh Anne (Finance .. OMS)
Subject: RIC: Correct Care Solutions Contract Amendment
Importance: High
Angie..

I have received contract # 16042 Adm #2 between the Health Department and Correct Care Solutions with a
$140,532.00 amendment value. According to Section 3 of the amendment:
"Cost for transition and providing the electronic medical software services of 'CSS' ERMA (sm) product will not cost
any additional charges to Metro."
According to this statement, tile amendment value should be $0. Please advise.
Thanks-

6/9/2009

Page 2 of2
Metro Government of Nashville and Davidson County
Department of Finance/OMB
222 3rd Ave North, Suite 550
P: 615.862.6524
F: 615.880.2800

From: Harden, Dianne (Health)
Sent: Wednesday, May 27, 2009 5:03 PM
To: Watson, Heather (Finance - OMS)
Cc: Diamond, Jim (Health); Romine, Stan (Health)
Subject: RE: Correct care Solutions Contract Amendment
Heather,
The contract states that "product will not cost any additional charg'
and $4,430.42 for yea' ~ ( ~~~ 1fi5.04l were in the SeA contract (,
value should be -0-.

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($51,336.96)

Let me know if you ne
Dianne

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From: Watson, Heat
Sent: Wednesday, '"
To: Harden, Dianne
Subject: Correct ca
Importance: High

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P: 615.862.6524
F: 61 5.880.2800

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