HEALTH SERVICES AGREEMENT
BY AND BETWEEN
MONTGOMERY COUNTY CORRECTIONAL FACILITY
AND
PRIMECARE MEDICAL, INC. (PCM)

.

)

TABLE OF CONTENTS
1. BUSINESS ENTITY

4

2. COUNTY FACILITIES

4

3. LICENSES

4

4. TERM AND TERMINATION! OF AGREEMENT

5

5. SERVICES TO BE PROVIDED BY PCM

5

6. ACCREDITATION

6

7. HOLD HARMLESS CLAUSES

6

8. LITIGATION MANAGEMENT

7

9. FACILITIES SECURITY

8

10. PROFESSIONAL LIABILITY INSURANCE

9

11. MEDICAL RECORDS

9

12. PCM TO SUBMIT REPORTS TO THE COUNTY/FACILITIES

11

13. PAYMENTS TO PCM

11

14. MONTHLY ADJUSTMENTS IN PAYMENTS

12

15. THIRD PARTY PAYMENTS

14

16. ADDITIONAL COMPENSATION

14

17. LIMITATIONS ON CATASTROPHIC ACCIDENT OR ILLNESS

14

18. INJURIES INCURRED PRIOR TO INCARCERATION: PREGNANCY

15

19. INMATES OUTSIDE THE FACILITY

16

20. ELECTIVE MEDICAL CARE

16

21. MENTAL HEALTH SERVICES

17

22. SECURITY SCREENING

17

23. COUNTY TO PROVIDE OFFICE SPACE

17

24. FOOD, LINEN AND OTHER SERVICES

17

25. TRANSPORTATION

17

26. FURNITURE AND EQUIPMENT

18

27. EQUIPMENT SECURITY

18

28. USE-OF MEDICAL HOUSING

18

29. SUBCONTRACTS

18

30. EMPLOYEES OF PCM

18

31. PCM TO COMPLY WITH CIVIL RIGHTS LAW

21

32. PCM AN INDEPENDENT CONTRACTOR

21

33. PCM NOT BOUND BY EXISTING CONTRACTS

21

34. THIRD PARTY BENEFICIARIES

21

35. SEPARATE AND DISTINCT CONDITIONS

22

36. ASSIGNMENT BY CONSENT

22

37. TERMINATION OF CONTRACT

22

38. NOTICES AND COMMUNICATION

22

39. FINAL AGREEMENT OF THE PARTIES

23

40. AMENDMENT

23

41. DESIGNATED REPRESENTATIVE

24

The parties to this Agreement are the Montgomery County Correctional Facility (hereinafter
referred to as "MCCF") and PrimeCare Medical, Inc. (hereinafter referred to as "PCM"). This
Agreement is entered into as of this 8th day of January, 2012. It is understood and agreed that
the MCCF is the financial responsibility of the County of Montgomery, Pennsylvania
(hereinafter referred to as the "County"), as approved by the County Commissioners.

WITNESSETH:
WHEREAS, the County is charged by law with the responsibility for obtaining and
providing reasonably necessary medical care for inmates of the Montgomery County
Correctional Facilities, and,
WHEREAS, the MCCF desires to enter into this Agreement with PCM to promote this
objective, and,
WHEREAS, PCM is in the business of providing correctional health care services and
desires to provide such services for the MCCF under the term and conditions hereof.
NOW THEREFORE, in consideration of the covenants and promises hereafter made,
the parties hereto agree as follows:
1.

BUSINESS ENTITY

PCM warrants that it is a Corporation licensed to do business in the Commonwealth of
Pennsylvania for the purpose contained in this Agreement and in the Proposal.

2.

COUNTY FACILITIES

The County operates the Montgomery County Correctional Facility (MCCF), the Montgomery
County Community Corrections Center (CCC), and the Montgomery County Prison Farm
(hereinafter collectively called "Facilities"). The services described herein shall be provided
only at the MCCF and CCC.

3.

LICENSES

PCM, as a Corporation, has obtained or shall obtain prior to entering into this agreement all
licenses necessary to render medical and mental health services within the Facilities for the term
of this Agreement. PCM shall ensure that all of its employees rendering services in the Facilities
possess all licenses, including professional licenses, necessary to render medical services within
the Facilities.

4.

TERM AND TERMINATION OF AGREEMENT

This Agreement shall be for an initial term of three (3) years to commence on the 8th day of
January, 2012, at 12:01 a.m. and terminate January 7, 2015. There shall be two (2) additional

one (1) year option periods, concluding on January 7, 2016, and January 7, 2017 respectively,
as mutually agreed upon by the parties in writing.

5.

SERVICES TO BE PROVIDED BY PCM
A.

Under this Agreement, the responsibility of PCM for the medical care of an
inmate commences when custody is taken of the inmate by the County, to
include such situations when the County accepts custody of an individual via a
"Bed-Side Arraignment" at a local hospital. The term "Medical Care" includes
professional medical and mental health care services for inmates in the
Montgomery County Correctional Facility unless specifically indicated to the
contrary.

B.

PCM will provide health care services for all persons committed to the custody of
Facifaies as detailed above, excepting those identified in Section 19 ("INMATES
OUTSIDE THE FACILITY").

C.

It is understood and agreed that PCM shall be the sole supplier and coordinator of
all medical programs including, but not limited to, eye and dental care for the
Facilities and as such shall have the authority and responsibility for the
implementation, modification and continuation of any and all health care and/or
mental health programs for the Facilities, except that any modification or
discontinuance must be done with the knowledge, consent and written approval of
the Warden ofMCCF (hereinafter referred to as the 11 Warden 11 ).

D.

Any new medical programs, implemented after the date of this Agreement, and not
addressed in the RFP, shall be decided by mutual agreement of the MCCF and PCM
and set forth in writing. This would include agreement on any additional cost.

E.

PCM will comply with the standards developed by the American Correctional
Association (ACA) and National Commission on Correctional Health Care
(NCCHC) relating to health services in correctional institutions and will also comply
with all applicable state and federal laws, relating to medical services in correctional
institutions in the Commonwealth of Pennsylvania.

F.

Exercise of Medical Autonomy. It is acknowledged and agreed that, in accordance
with Standard J-A-03 of Starnlanls for Ht:allh Services in Jails of the National
Commission on Correctional Health Care (NCCHC), decisions and actions regarding
health care services provided to inmates/patients are the sole responsibility of
qualified health care personnel and cannot be compromised for security reasons; thus,

all decisions involving the exercise of medical or dental judgment are the
responsibility of Company and its health care practitioners.
G.

Staff employed by the County shall be treated within the Facilities for minor
injuries and/or illnesses upon request of the Warden.

H.

If clinically indicated, or ifrequested pursuant to PCM Policy, inmates remaining at
the Facilities for more than fifteen (15) days shall be screened for Acquired Immune
Deficiency Syndrome (AIDS) by PCM between the sixteenth (16th) day and the
thirtieth (30th) day of confinement at the expense of PCM.

I.

Newly hired county employees at the MCCF shall be given a physical
examination and psychological screening within their probationary period by
PCM should the Warden desire to utilize PCM for these exams and screenings.
The additional cost of these services will be mutually agreed upon between the
Warden and PCM prior to the services being rendered.

6.

ACCREDITATION
A.

PCM's services shall meet the Standards for Health Services in Jails promulgated by
the National Commission on Correctional Health Care (NCCHC). PCM shall, at its
own cost, maintain and renew NCCHC accreditation of the Facilities' health care
program. This obligation shall include the providing of written reports, on-site
reviews, preparation of forms and applications and attendance at meetings as
required by the Warden. PCM shall not be responsible for NCCHC requirements not
under PCM's direct control nor outside the scope of PCM's services.

B.

PCM guarantees to maintain National Commission on Correctional Health Care
(NCCHC) accreditation for the Facilities from the effective date of this Agreement
and continuously throughout the life of the contract providing the accrediting agency
schedules their field surveys within a reasonable time of PCM's request for renewal
and further providing the MCCF cooperates with PCM in preparing for the field
survey and by training MCCF staff as required by the Standards. If PCM fails to
maintain NCCHC accreditation during the life of the contract, PCM will pay a
performance penalty to the County of seventy-five thousand dollars ($75,000.00).

HOLD HARMLESS CLAUSES

7.
A.

PCM agrees to indemnify hold harmless and defend the County of Montgomery and
the Board of Prison Inspectors, its agents, servants and employees from any and all

claims, actions, lawsuits, damages, judgments or liabilities of any kind whatsoever
arising out of the operation and maintenance of the aforesaid program of health care
services provided by PCM, its subcontractors, and its agents, servants, employees
and medical staff, it being the express understanding of the parties hereto that PCM
shall provide or arrange for the actual health care services and have complete
responsibility for those health care services. Such claims, actions, lawsuits, damages
and liabilities shall relate to either or both the medical treatment and health care
services provided or arranged for by appointees of PCM, as well s to treatment and
care omitted by PCM, its subcontractors, agents, servants, employees and medical
staff or their appointees. Accordingly, upon notice of receipt of a claim, or action, or
lawsuit for damages and/or for any liability relating either to medical and/or
mental health treatment and/or care provided or omitted by PCM, its subcontractors,
agents, servants, employees and medical staff including treatment and/or care
arranged for by PCM, then and in that event so as to minimize and control matters,
PCM shall promptly formally enter into the matter-including legal entry of
appearance upon the record, so as to take the necessary action to defend, or negotiate,
and/or amicably resolve such matter. The process for medical litigation management
is described in Section 8 ("LITIGATION MANAGEMENT").
B

The MCCF does hereby agree to indemnify and hold harmless PCM, its agents,
servants, employees and medical staff from any and all injuries, claims, actions,
lawsuits, damages, judgments or liabilities of any kind whatsoever arising out of the
MCCF's negligent operation and maintenance of the Facilities, the custody of inmates
and alJ provisions for the physical security of all PCM personnel, except as would
relate to any injury, claim, action, lawsuit, damage, judgment, or liability caused by,
or contributed to by negligence of PCM, its agents, servants, employees or medical
staff MCCF agrees to provide for the physical security of PCM personnel while
engaged in the performance of this contract.

C.

It is expressly agreed by the parties hereto that PCM is at all times hereunder acting
and performing as an independent contractor to provide professional services within
the scope of the authority conferred by this Agreement. PCM is not considered to be
an agent, servant or employee of the County of Montgomery and/or the MCCF for
any purpose whatsoever. All agents servants, subcontractors, employees and persons
under the direction of PCM are independeot contractors a ting for and on behalf of
PCM only.

8.

LITIGATION MANAGEMENT

PCM will assume responsibility for any liability arising from the administration of healthcare
services hy Pf:M personnel, inc.luding both providing or withholding of professional services uy

such medical personnel. In addition, PCM will indemnify and hold the County and the Board of
Prison Inspectors, its agents, servants and employees harmless for defense costs, damages and/or
liability arising from said administration of health care services. "PCM personnel." as that term is
used above, includes not only PCM employees, but also any agents, contractors or others acting
on behalf of PCM.
The process for medical litigation management is as follows:

1)

If and when determined that a lawsuit (or demand from counsel) concerns medical
and/or mental health issues, a copy of the lawsuit should be tendered and
forwarded to the PCM at 3940 Locust Lane, Harrisburg, PA 17109.

2)

The Montgomery County Solicitor will receive a letter acknowledging acceptance of
tender and explanation of who to call with any questions. Occasionally, both Parties
to this Agreement will have separate issues in a case relating to their separate
functions, with both correctional and medical personnel being named for medical
issues. In that case, PCM will defend the suit and indemnify and hold harmless the
County and the Board of Prison Inspectors for all the medical and/or mental health
issues, but reserve its rights as to defense costs incurred for and indemnification for
the separate correctional issues.

3)

PCM will notify County Counsel and the Warden if a suit that does not come through
the Facility is received.

4)

Local counsel assigned to the case will work with County Counsel in preparing
responses and discovery.

5)

PCM will work closely with the County Solicitor to keep him or her informed of the
status of the case. If an appropriate settlement opportunity arises, the County
Solicitor will be involved in the settlement discussions.

9.

FACILITIES SECURITY
A.

PCM and the Warden acknowledge that adequate security services, consistent with
the correctional setting, are necessary for the safety of PCM's agents, employees and
subcontractors as well as for the security of inmates and the Warden's staff. The
Warden will provide security sufficient to enable PCM and its personnel to safely
provide the health care services described in this Agreement. Nothing herein shall be
construed to make the MCCF, the Warden, his deputies or employees a guarantor of
the safety of PCM employees, agents or subcontractors, including their employees.

B.

The MCCF shall not be liable for loss of or damage to equipment and supplies
belonging to PCM, its agents, employees or subcontractors unless such loss or

damage was directly and solely caused by the negligence of the Warden and/or his
employees.
C.

The Warden will provide security as necessary and appropriate in connection
with the transportation of any inmate between the Facilities and any other
location for off-site services as contemplated herein.

D.

Facility personnel shall notify PCM staff whenever, in a layman's opinion, any
inmate is believed to require immediate medical or mental health care as
provided under this Agreement.

E.

The Facilities agree not to confine any person in any hospital or the MCCF medical
housing unit for disciplinary reasons, unless spatially necessary.

F.

Both parties agree that mentally ill inmates awaiting transfer to a state
psychiatric facility will be housed as clinically necessary in the MCCF medical
housing unit until such time as their transfer can be affected.

It is acknowledged and agreed that inmates will be lodged in the medical housing unit only on
the direction of PCM employees. Consequently, inmates lodged in the medical housing unit
shall be the responsibility of PCM for the purpose of observation, care and treatment.

10.

PROFESSIONAL LIABILITY INSURANCE
A.

PCM shall maintain professional liability insurance covering itself and that all
physicians, dentists, psychiatrists and nurses rendering medical services to persons
committed to the custody of the Facilities acceptable to the MCCF in the amount of
One Million Dollars ($1,000,000.00) per occurrence and Three Million Dollars
($3,000,000.00) in the aggregate. The MCCF, the County of Montgomery, and their
officials and employees shall be named as additional insured's on said policy. In
addition, PCM will require that all physicians, dentists, psychiatrists and nurses
rendering medical services to persons committed to the custody of the Facilities will
maintain professional liability insurance acceptable to the MCCF in the amount of
One Hundred Thousand Dollars ($100,000.00) per occurrence and Three Hundred
Thousand Dollars ($300,000,00) in the aggregate.

H.

lf "Claims made" is the form of coverage provided, continuing liability coverage
("Tail Coverage") or an extended reporting endorsement of two (2) years will be
provided. Such coverage shall be provided by PCM for covered individuals for the
time period(s) covered under the terms of this Agreement. The pr~vious health care

vendor shall be responsible for providing such coverage for its staff through the end
date of their respective Agreement with County. PCM will not provide prior acts
coverage for time periods occurring prior to the commencement of this Agreement.
C.

11.

PCM's obligation under this paragraph shall extend only to persons who are
employees or under contract with PCM or otherwise subject to PCM's control.

MEDICAL RECORDS
A.

PCM shall cause and require to be maintained a complete and accurate medical
record for each inmate who has received health care services. PCM shall provide
MCCF with a complete, electronic medical records system immediately upon a
contract award. This guarantee is contingent upon the timely cooperation of the
County's Information Technology Department. Should this Contract be terminated
at any time, PCM shall provide MCCF with an either an electronic or paper copy of
each patient's health record. Each medical record will be maintained in accordance
with applicable laws, NCCHC Standards, the Pennsylvania Department of
Corrections Minimum Standards and the Facilities' Policies and Procedures. Medical
records shall be kept separate from the inmate's confinement record. Upon execution
of the required Business Associates Agreement, a complete legible copy of the
applicable medical record shall be available to the Warden or his appointee at all
times consistent with state and federal privacy laws and regulations and a Medical
Transfer Summary shall be available to accompany each inmate who is transferred
from the Facilities to either another location for off-site medical services or to
another correctional institution. Medical records shall be kept confidential subject to
applicable law regarding confidentially of such records. PCM shall comply with the
Warden's policy with regard to access by inmates and MCCF staff to medical
records. No information contained in the medical records sha11 be released by PCM
except as provided by the Warden's policy, by a court order, or otherwise in
accordance with the applicable law. PCM shall, at its own cost, provide all medical
records, forms, jackets, and other materials necessary to maintain the medical
records. At the termination of this Agreement, all medical records shall be delivered
to and remain with the Warden. However, the Warden shall provide PCM with
reasonable ongoing access to all medical records even after the termination of this
Agreement for the purposes of defending litigation.

B.

Subject to applicable Pennsylvania law, in order to assist PCM in providing
appropriate health care services to inmates, the Warden will provide PCM with
information pertaining to inmates that PCM and the Warden mutually identify as
reasonable and necessary for PCM to adequately perform its obligations hereunder.
The MCCf, its agents, employees, or contractors undt.!rstamls that many uf th~

systems, methods, procedures, written materials and other controls employed by
PCM in the performance of its obligations hereunder and which can be identified as
proprietary in nature and will remain the property of PCM and may not at any time
be used, distributed, copied or otherwise utilized by the MCCF, its agents,
employees, or contractors except in connection with delivery of health care services
hereunder, or as required by counsel in any lawsuit, or as permitted or required by
law, unless such disclosure is approved in advance in writing by PCM.
C.

12.

During the term of this Agreement and for a reasonable time hereafter, the Warden
will provide PCM, at PCM's request, the Warden's records relating to the provision
of health care services to inmates as may be reasonably requested by PCM or as are
pertinent to the investigation or defense of any claim related to PCM's conduct.
Consistent with applicable law, the Warden will provide the records of hospitals
and other outside health care providers involved in the care or treatment of inmates
(to the extent the Warden has any control over those records) as PCM may
reasonably request. Any such information provided by the Warden to PCM that the
Warden considers confidential sha11 be kept confidential by PCM and shall not,
except as may be required by law, be distributed to any third party without the prior
written approval by the Warden. Notwithstanding any provision of this Agreement
the contrary, the Warden's office internal affairs investigative records shall not be
required to be provided to PCM or any other person or entity.

PCM TO SUBMIT REPORTS TO THE COUNTY/FACILITIES
A.

PCM shall submit monthly reports to designated representatives of the MCCF
concerning the overall operation of the health care services program, the general
health of the persons committed to the custody of the Facilities and a monthly staffing
report.

B.

PCM shall regularly confer with designated representatives of the MCCF concerning
existing health related procedures at MCCF and any proposed changes in health
related procedures as well as any other matter which either party deems appropriate.

C.

The Health Services Administrator is also responsible for providing the Warden or
his designee with a daily report which includes:
o

Inmates transferred to off-site hospitals and emergency departments.

o

Status of inmates in local hospitals and infirmaries.

In addition, the Health Services Administrator will provide the Warden or his
designee with a monthly report by the fifth business day of each month that
addresses, but is not limited to, the following:

13.

o

Inmates seen at sick call by the physician, dentist or psychiatrist; and
medical specialty consultation referrals.

o

Off site hospital admissions, emergency room visits, Medical Observation Unit
admissions; patient days; average length of stay; receiving screenings: health
assessments; staffing vacancies by position and number of days vacant, and
noteworthy accomplishments and events.

o

Suicide data, attempts and precautions.

PAYMENTS TO PCM

The County will pay to PCM the base price sums set forth below:

.i.

For the Contract Year January 8, 2012 through January 7, 2013, Five Million Two
Hun~red Seventy-Two Thousand Seven Hundred Ninety-Five Dollars and
Seven!J-One Cents ($5,272,795.71), payable in twelve (12) equal monthly
installm;nts of Four Hundred Thirty-Nine Thousand Three Hundred Ninety-Nine
Dollars and Sixty-Four Cents ($439,399.64).
For the Contract Year January 8, 2013 through January 7, 2014, Five Million Four
Hundred Thirty Thousand Nine Hundred Seventy-Nine Dollars and Fifty-Eight
Cents ($5,430,979.58), payable in twelve {12) equal monthly installments of Four
Hundred Fifty-Two Thousand Five Hundred Eighty-One Dollars and Sixty-Three
Cen 8" ($45 2,581.63).

C.

or the Contract Year January 8, 2014 through January 7, 2015, Five Million Five
Hundred Ninety-Three Thousand Nine Hundred Eight Dollars and Ninety-Seven
Cents ($5,593,908.97), payable in twelve (12) equal monthly installments of Four
Hundred Sixty-Six Thousand One Hundred Fifty-Nine Dollars and Eight Cents
($466,159.08).

D.

The above pricing is based upon a three (3%) percent increase each year. Should the
Agreement be mutually extended for any of the two (2) additional one (1) year
options, the annual compensation shall be based upon the Consumer Price Index for
the Philadelphia Area for the preceding year, but not to exceed three (3%) percent.
At the conclusion of this five (5) year period, should the Health Services Agreement
not be renewed (i.e. , pending negotiations, etc.) and PCM continues to meet the terms

set forth in this Agreement, PCM shall be entitled to continue receiving its monthly
compensation in accordance with the above outlined fee schedule to include annual
increases during each year in which a new contract has not been executed.
PCM will bill the County on the fifteenth day of each month immediately preceding
the month for which services will be rendered. The County agrees to pay PCM on or
about the first day of the month for which services will be rendered. In the event this
Agreement should commence or terminate on a date other than the first or last day of
any calendar month, compensation will be pro-rated accordingly to the shortened
month.

14.

MONTHLY ADJUSTMENTS IN PAYMENTS

A.

The payments set forth in Section 13 are based on the understanding that the
average daily population of the MCCF Facility for Year #1 shall be between 1,700
("minimum daily population") and 1,800 ("maximum daily population"). This
ADP range does not include those inmates/patients on approved/ active work
release status (inmates assigned to work release who presently maintain
employment and are responsible for their own health care in the community, which
includes prescriptions, out-patient and in-patient care).

C.

For each day that the average daily population exceeds 1,800 as detailed at paragraph
A above, PCM shall be entitled to a Per Diem of $3.97 times the difference between
the maximum average daily population and the actual daily population.

D.

This increase or decrease is recorded on a daily basis, and overages and
underages are accumulated for the calendar month.

E.

The population count of the inmate population will be representative of the
average daily population and will be taken at the same time(s) every day.

F.

The per diem is intended to cover additional costs in those instances where a minor,
short-term increase in the inmate population results in PCM providing more
services than it would anticipate providing at the agreed upon count of 1,800
inmates. The per diem also is meant to cover the additional variable costs which
PCM would incur as a result of the higher utilization of routine supplies and
services by an inmate population larger than 1,800, However, the per them is not
intended to provide for any additional fixed costs (i.e., new staffing positions)
which might prove necessary if the inmate population grows significantly and if the
population increase is permanent. In such cases, PCM reserves the right to increase
its statling complement and adjust its contract price in order to continue to provide

service's to the increased number of inmates and maintain the quality of care. This
would only be done with the full knowledge and approval of the Warden, which
approval shall not be unreasonably withheld, and following appropriate notification
of and the provision of supporting documentation to the Warden by PCM.
G.

Inmates/Patients transferred to MCCF from other facilities where PrimeCare
Medical, Inc. is also the provider shall be the financial responsibility of PrimeCare
Medical, Inc. Such medical costs shall be subject to the catastrophic limits at MCCF.
Inmates/Patients transferred to MCCF from any other facility where PrimeCare
Medical, Inc. is not the provider, shall be the financial responsibility of the
transferring institution as to all medical costs unless agreed to by Company in writing
prior to any such transfer.
Company shall be financially responsible for the non-routine medical costs ofMCCF
inmates/patients housed at other jurisdictions where PrimeCare Medical, Inc. is also
the provider when mutually agreed upon by Company and County prior to such
transfer occurring. Such medical costs shall be subject to the catastrophic limits of
either MCCF or the housing institution, whichever is lowest. MCCF inmates/patients
housed at other jurisdictions where PrimeCare Medical, Inc. is not the provider shall
not be the financial responsibility of PrimeCare Medical, Inc.

H.

As detailed within the Proposed Daily/ Weekly Staffing Plan (Exhibit 1 to this
Agreement), PCM shall provide mental health staffing (0.5 Psychiatrist FTE's, 2.0
Psychologist FTE's, and 2.0 Social Worker FTE's) consistent with these
requirements. However, County shall reimburse PCM on a monthly basis for the
costs associated with staffing 1.0 Psychologist FTE' s and 1.0 Social Worker FTE' s
(A Forensic Case Worker is currently filling one of the two Social Worker
positions). Such reimbursements shall be in addition to the monthly compensation
paid by County to PCM. For purposes of this reimbursement, the costs associated
with staffing these positions shall be defined as the respective employee's base
wages (i.e., his/her current hourly rate).

I.

For the second and third years, respectively, of the contract, the Per Diem figures in
B. and C. above shall be replaced with the following. This ADP range does not
include those inmates/patients on approved / active work release status (inmates
assigned to work release who presently maintain employment and are responsible
for lhdr own h~allh care in the community, which includes prescriptions, outpatient and in-patient care).

Year2

Year 3

15.

January 8, 2013 January 7, 2014

$4.09 over 1900

January 8, 2014 January 7, 2015

$4.21 over 2000

THIRD PARTY PAYMENTS

In the event that health services provided to an inmate in the custody of Facilities are
covered by third party payment, (e.g., no fault insurance, group health insurance, Medicare),
PCM shall bill these services on behalf of itself and/or Facilities in the same manner as if
they were provided by a private physician or health care organization. Any payments
received will be retained by PCM.

16.

ADDITIONAL COMPENSATION

With the exception of normal increases in inmate population (covered under Article 14,
"MONTHLY ADJUSTMENTS IN PAYMENTS") or written amendments agreed to by the
parties, PCM shall not be entitled to receive or seek additional compensation from the County for
services under this Agreement.

17.

LIMITATIONS ON CATASTROPHIC ACCIDENT OR ILLNESS
A.

PCM shall, at its own cost, arrange for the outside medical service of any
inmate who in the opinion of PCM's Medical Director requires such care.
Liability for health care services shall be limited in the following circumstances to
the following amounts:

PCM shall be liable only for the first $1,100,000.00 per contract year for all of the
following medical services, (off-site medical care, hospitalizations, specialty consults,
hemodialysis and peritoneal dialysis, chemotherapeutic treatments, radiation
treatments, infectious disease treatments and medications, laboratory services,
radiology services, and all pharmaceutical medications) provided to the total
inmate/patient population per contract year.(the "Aggregate Catastrophic CAP").
Any costs in excess of the catastrophic limits delineated above shall be paid by PCM
and reimbursed by the County within thirty (30) days of the submission of an invoice
by PCM. Catastrophic limits shall be calculated on the basis of a contract year.

For any contract year that the Aggregate Catastrophic CAP amount is not reached,
PCM shall return seventy (70%) percent of the remaining Aggregate Catastrophic
CAP balance to County.
B.

Any costs other than employee-related costs in excess of the catastrophic limits shall
be paid by PCM and reimbursed by the County the following month. The County
and MCCF shall, however, reserve the right to review such costs. When PCM
reasonably anticipates catastrophic costs in excess of the Aggregate Catastrophic
CAP will occur, it will so notify the Warden in advance where possible to permit the
Warden to take such action as may be available to them to limit or to plan for such
costs. In addition, PCM shall provide the Warden with a monthly report that
identifies the catastrophic costs.

C.

PCM will assume payments up to the Aggregate Catastrophic CAP on a
contract year basis for an illness or injury of an inmate.

D.

PCM will make payments on any and all appropriate inmates, including inmates
presently in the hospital, for services rendered beginning with the first day of this
Agreement and thereafter.

18.

INJURIES INCURRED PRIOR TO INCARCERATION: PREGNANCY

A

PCM will not be financially responsible for the cost of any medical treatment or
health care services provided to any inmate prior to custody being taken of the
inmate by the County, to include such situations when the County accepts custody
of an individual via a "Bed-Side Arraignment" at a local hospital. Further, PCM
will not be financially responsible for the cost of any medical treatment or health
care services provided to medica1ly stabilize any inmate presented at booking with a
life threatening injury or illness and in immediate need of emergency medical care.

B.

Once an inmate has been physically placed in the Facilities, PCM wi1l be financially
responsible for the cost of all medical treatment for health care services regardless of
the nature of the illness or injury or whether or not the illness or injury occurred prior
to or subsequent to the individual's incarceration at the Facilities. An inmate shall be
considered medically stabilized when the medical condition no longer requires
immediate emergency medical care or outside hospitalization so that the inmate can
be reasonably housed inside the Facilities.

C.

PCM shall not be responsible for medical costs associated with the medical care of
any infants born to inmates. PCM shall provide health services to pregnant inmates,
but health care services provided to an infant following birth will not be the
rnsponsibility of PCM.

19.
A

INMATES OUTSIDE THE FACILITY
Notwithstanding any other provisions of this Agreement, it is agreed that health
care services are intended only for those inmates in the actual physical custody of
the Facilities.

20.

B.

"Inmates in the actual physical custody of the Facilities" includes inmates under
guard in outside hospitals (subject to Section 18. A, immediately above) who are
included in the daily population count.

C.

Inmates granted "temporary release" or "work release" are not eligible for health
services provided by or paid by PCM. This would include extended furlough,
parole, supervised custody, or escape status. Inmates who become ill or are
injured during their "temporary release" will not be the financial responsibility of
PCM. However, upon return to the Facilities, the inmates' medical financial
responsibility will be resumed by PCM. Other related and unrelated illnesses and
injuries will also be the financial responsibility of PCM upon return to the
Facilities.

D.

Inmates will be required to sign an agreement in which they assume responsibility for
arranging and paying for their own health services while on "temporary release".

E.

Inmates in the custody of other police or penal jurisdictions are excluded from the
population count and are not the financial responsibility of PCM.

ELECTIVE MEDICAL CARE

PCM will not be responsible for providing elective medical care to inmates. For purposes of this
Agreement, "elective medical care" means medical care which, in the opinion of PCM or its
Medical Director, is not medically urgent or life or limb threatening.

21.

MENTAL HEALTH SERVICES

PCM will provide Facilities with a detailed plan covering psychiatric and psychological
services as clinically indicated within the Facilities. PCM shall not be responsible for the cost
of inpatient psychiatric hospitalizations nor other psychiatric services provided outside the
Facilities.

22.

SECURITY SCREENING

The Warden will take all reasonable and customary steps necessary to screen health care
personnel to ensure that such personnel will not constitute a security risk to the institution or to

the inmates. If any person appears, in the opinion of the Warden to be a security risk, PCM will
not assign such person to work at the Facilities.

23.

COUNTY TO PROVIDE OFFICE SPACE

The County shall provide, at its expense, office space for staff employed by PCM. The County
shall also provide all necessary utilities, including all local telephone costs. Long distance
telephone or special telephone line costs will be the responsibility of PCM and PCM shall
reimburse such costs monthly to the County.

24.

FOOD LINEN AND OTHER SERVICES

The Warden will provide for each inmate receiving health care services those services and
facilities provided by the Warden for all inmates at the Facilities including, but not limited to,
daily housekeeping services, dietary services, building maintenance services, personal
hygiene supplies and services and linen supplies.

25.

TRANSPORTATION

The Warden shall provide for routine transportation of inmates between the prison and any
medical facility within the State, and between medical facilities, as PCM may deem necessary
and appropriate for the medical care of the inmate. The Warden shall provide for vehicles and
drivers available for emergency transportation in the event that PCM deems it necessary and
appropriate to use such a vehicle for emergency transportation. The County shall provide and
pay for security in connection with all transportation mentioned in this paragraph.
Ambulance services, when deemed necessary by PCM, will be paid by PCM.

26.

FURNITURE AND EQUIPMENT

PCM will continue to maintain in good working order all County equipment necessary for the
performance of this contract by PCM during the term of this Agreement unless otherwise agreed
to by both parties. If additional equipment and instruments are required by PCM during the
term of this Agreement it shall be the responsibility of PCM to purchase such items at its own
cost unless the County agrees to purchase the equipment and/or instruments. At the end of this
Agreement, or upon termination, the Warden or the County shall be entitled to purchase PCM's
equipment and instruments upon a mutually agreed depreciation schedule. During the term of
this Agreement PCM shall provide sufficient dental equipment to deliver routine dental care.
The maintenance of the water and electrical sources for this equipment will continue to be the
responsibility of the Warden and the County.

)

EQUIPMENT SECURITY

27.

PCM hereby agrees to be responsible for any direct loss or damage, excluding reasonable
wear and tear, to property or equipment of the Facility caused by health care staff. In like
manner, the County hereby agrees to be responsible for any direct loss or damage to property
or equipment of PCM caused by its employees or inmates.

28.

USE-OF MEDICAL HOUSING

PCM will not provide Nursing Home or similar custodial-type services. Rather, posthospitalization and convalescent care will be provided in the Facilities' medical housing
unit.

29.

SUBCONTRACTS

In complying with the contract PCM shall be permitted to enter into subcontracts for the health
care delivery programs as PCM deems necessary subject to Article 30, Section "E" with prior
approval of Warden. PCM shall be responsible for the performance of and for payments to its
subcontractors for services tendered to Facilities. PCM shall include in subcontractor contracts
that subcontractor has no direct cause of action against the County if a cause of action exists.
Copies of such Subcontractors' Agreements will be provided to the Warden upon execution. If
PCM has, or hereafter has "Non-Competitive Agreements" with any health services personnel,
such "Non-Competitive Agreements" shall not now or any time hereafter be used to restrain or
bar such health care individuals from engaging in the performance of the delivery of health care
services at, or for, Facilities.

30.

EMPLOYEES OF PCM
A.

PCM shall provide medical, mental health, dental, technical and support personnel
necessary for the rendering of health care services to inmates at Facilities as
described in and required by this Agreement. The agreed upon staffing pattern
necessary to provide the health care services required by Facilities can be found at
Exhibit 1 to this Agreement.
Professional, administrative and support staff positions will not be backfilled for
holidays. Weekend staffing coverage will be provided for any holiday observed by
the Facilities that falls during the week. Administrative and non-clinical support
staff positions (such as the Health Services Administrator. clerical, etc.) will not be
backfilled for paid leave time.

B.

This staffing pattern is based on the assumption that there will be between the
minimum and maximum inmate populations indicated in Section 14. If inmate

population should increase significantly over the maximum daily population for a
period of thirty (30) days or longer, it might necessitate additional health care staffing
beyond the positions noted above. Should this occur, PCM reserves the right to
review the staffing and pricing, and with the written agreement of both parties, make
necessary adjustments in staffing and pricing in order to accommodate any additional
staff positions which may be needed to service the increased inmate population.
C.

PCM agrees to replace health services personnel who leave their position at MCCF
for any reason within thirty (30) working days of their departure or the County may
withhold the equivalent of one day's salary for that position for each day the position
remains open beyond the 30th working day. This provision likewise, applies to initial
staffing, unless alterations are mutually agreed upon.

D.

The Medical Director, Psychiatrist and Dentist shall make sick, dental and emergency
calls (visits) at the Facilities sufficient for the Facilities to meet or exceed National
Commission on Correctional Health Care (NCCHC) accreditation standards. The
Health Services Administrator shall have on call responsibility; shall be a Registered
Nurse; and shall be at the Facilities during regular business hours, five days a week.

E.
I

If the Warden becomes dissatisfied with any health care personnel provided by PCM
hereunder, or by any independent contractor, subcontractors or assignee, PCM, in
recognition of the sensitive nature of correctional services, shall, following receipt of
written notice from the Warden of dissatisfaction and the reasons therefore, exercise
its best efforts to resolve the problem. If the problem is not resolved satisfactorily to
the Warden, PCM shall remove or shall cause any independent contractor, or assignee
to remove the individuals about whom the Warden has expressed his dissatisfaction,
unless such action would violate Section 31 ("PCM TO COMPLY WITH CIVIL
RIGHTS LAW"). Should removal of an individual become necessary, PCM will,
prior to removal, be allowed reasonable time to find an acceptable replacement.
Should at any time, a substantial employment change be necessary (i.e., employee
termination), the Warden and/or his designee shall be notified of such change prior to
such change actually occurring. Nothing in this Section shall relieve PCM of its
obligation to, at all times, meet the staffing requirements of Section 30, Subparagraph
A.

F.

PCM agrees that all PCM health care staff who work at the Facilities will abide by
the rules and regulatio11s of ll1t! Munlgum~ry County Correctional Facility.

G.

Inmates shall not be employed or otherwise engaged by either PCM or the Warden in
the direct rendering of any health care services. Upon prior written approval of the

Warden, inmates may be used in positions not involving the rendering of health care
services directly to inmates.

31.

PCM TO COMPLY WITH CIVIL RIGHTS LAW

PCM agrees to comply with all Federal and State laws including civil rights laws and
agrees as follows:

32.

A

PCM will not discriminate against any employee or applicant for employment
because of race, creed, color, sex, age, marital status or national origin. PCM will
take affirmative action to ensure that applicants are employed and that employees are
treated during employment without regard to their race, creed color, sex, age, marital
status or national origin. Such action shall include, but not be limited to the
following: employment upgrade, demotion or transfer, recruitment or recruitment
advertising; lay off or termination; rates of pay or forms of compensation; and
selections for training, including apprenticeship.

B.

PCM agrees to post in conspicuous places, available to employees and applicants for
employment notices to be provided by the County setting forth the provisions of this
nondiscrimination clause.

C.

PCM will, in all solicitations or advertisement for employees placed by or on behalf
of PCM, state that all qualified applicants will receive consideration for employment
without regard to race, creed, color, sex, age, marital status or national origin.

PCM AN INDEPENDENT CONTRACTOR

The parties acknowledge that PCM is an independent contractor and is not an agent, employee,
partner or joint venturer with the County or the MCCF.

33.

PCM NOT BOUND BY EXISTING CONTRACTS

The parties acknowledge that PCM is not bound by any existing contracts to which the County
or the MCCF may be a party other than any contract expressly mentioned in this Agreement.
Contracts that are not binding on PCM include, but are limited to, services, supply, equipment,
personnel contract, physician services, dental services or psychiatric service agreements or
understandings both written and unwritten.

34.

THJRI) PARTY BENEFICIARIES

The Parties do not enter into this Agreement for the benefit of any person other than the Parties
to this Agreement. The Parties do not intend that any person, other than the County or the

MCCF be or become a third-party beneficiary to this Agreement, except that all inmates in the
custody of the Facilities shall be provided health services as described herein.

35.

SEPARA TE AND DISTINCT CONDITIONS

The terms and conditions of this Agreement are agreed to be distinct and separable. If any clause,
term or condition shall be held to be illegal or void, such holding shall not affect the validity or
legality of the remaining clauses, terms and conditions of this Agreement, which shall thereafter
constitute the agreement of the Parties. This Agreement shall be interpreted under the laws of the
Commonwealth of Pennsylvania.

36.

ASSIGNMENT BY CONSENT

This Agreement shall bind and benefit the successors and assigns of the parties, but it shall not
be assigned by either party without the prior written consent of the other party.

37.

TERMINATION OF CONTRACT
A.

This Agreement may be terminated as otherwise provided in this Agreement as
follows:
1. Termination by Agreement. In the event that each of the Parties mutually
agrees in writing, this Agreement may be terminated on terms and date
stipulated.
2. Termination by Cancellation. This Agreement may be canceled without cause
by either Party upon one hundred eighty (180) days prior written notice in
accordance with Section 38 of this Agreement.

B.

Upon termination of this Agreement, responsibility for providing health care services
to all inmates, including inmates receiving health care services at facilities outside the
Facilities will be transferred from PCM to the Warden.

38.

NOTICES AND COMMUNICATION

All notices or other communications required or permitted to be given hereunder shall be
writing and shall be deemed to have been duly given if mailed first class, postage prepaid, on
the date posted or, if personally delivered, when delivered. In either case, such notices should
be addressed as follows or to such other addresses as may be given in writing to the other party:
TotheMCCF:
Warden Julio Algarin
Montgomery County Correctional Facility
60 Eagleville Road
Norristown, Pennsylvania 19403-1403

To PCM:
Carl A. Hoffman Jr., D.O., D.Sc., CCHP
President & Corporate Medical Director
3940 Locust Lane
Harrisburg, PA 17109

39.

FINAL AGREEMENT OF THE PARTIES

This writing, the Proposal, and correspondence subsequent to the award modifying the Proposal
constitute the final expression of the Agreement of the Parties. It is intended as a complete and
exclusive statement of the terms of their agreement and it supersedes all prior and concurrent
promises, representations, negotiations, discussions and agreements that may have been made in
connection with the subject matter hereof. No modifications or termination of this Agreement
shall be binding upon the parties hereto unless it is mutually agreeable, is in writing, and signed
by the parties hereto.

40.

AMENDMENT

All prior negotiations, agreements and understandings with respect to the subject matter of this
Agreement are superseded hereby. This Agreement may be amended or revised due to new
construction or other requirements by written agreement signed and agreed to by the Board of
Prison Inspectors, the Warden and PCM.
41.

DESJGNATED REPRESENTATIVE

Until notified otherwise in writing by the County, the Designated Representative for liaison with
PCM will be the Warden or his designee.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year first above written.
COUNTY:

PRIMECARE MEDICAL, INC. (PCM)

C,,,(2,1
o Algarin
arden
MONTGOMERY COUNTY
CORRECTIONAL FACILITY
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Carl A. Hoffman, ~ H P
President & Corp Medical Director
PRIMECARE MEDICAL, INC.

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