HomeMy WebLinkAboutRICHMOND COUNTY SHERIFF'S OFFICE INMATE MEDICAL CONTRACT TO WELLPATH; FORMALLY KNOWN AS CORRECT CARE SOLUTIONS AGREEMENT FOR INMATE HEALTH CARE SERVICES
for Augusta,Georgia
Effective June 1,2019 through December 31,2019
This Agreement for Inmate Health Care Services (hereinafter, the "Agreement") entered into by and
between the Augusta,Georgia,in the State of Georgia(hereinafter,the"Augusta") acting by and through
the Richmond Augusta Sheriff's Office (hereinafter, "Sheriff"), and Wellpath LLC (hereinafter,
"WELLPATH"),a Delaware Limited Liability Company.
RECITALS
WHEREAS, Augusta and the duly elected Sheriff are charged by law with the responsibility for
administering, managing, and supervising the health care delivery system of the Richmond County Jail
(hereinafter,"Jail");and
WHEREAS,the objective of Augusta and Sheriff is to provide for the delivery of quality health care to the
Inmates and Detainees of the Jail(hereinafter, "Jail Population"),in accordance with applicable law; and
WHEREAS,WELLPATH is in the business of administering correctional health care services and desires
to administer such services on behalf of Augusta to the Jail Population under the terms and conditions
hereof.
NOW,THEREFORE,in consideration of the covenants and promises hereinafter made,the Parties hereto
agree as follows:
DEFINITIONS
Contract Year—The initial,and any successive,twelve(12)month period beginning with the effective date
of the Agreement.
Augusta Inmates/Detainees—An Inmate/Detainee held under the jurisdiction of Augusta or Sheriff.
Augusta Inmates/Detainees may be housed in the Jail or in another jurisdiction's correctional facility.
However,Augusta Inmates/Detainees housed in another jurisdiction are not covered by the provisions of
this Agreement unless WELLPATH administers health care services at the other jurisdiction's facility and
is specifically set forth below.
Covered Persons —An Inmate/Detainee of the Jail who is: (1) part of the Jail's MADP; and (2) Fit for
Confinement; and (3)(a) incarcerated in the Jail; or(b) on work release status. NOTE: Covered Persons
include Other Augusta Inmates/Detainees for purposes of delivery of basic health care services,however,
the cost of certain services provided to Other Augusta Inmates/Detainees are borne by the Augusta as set
forth in Section 5.0.
Detainee—An adult or juvenile individual whose sentence has not yet been adjudicated and is held as a pre-
trial detainee or other individual held in lawful custody.
Fit for Confinement — A determination made by a WELLPATH authorized physician that an
Inmate/Detainee is medically stable and has been medically cleared for acceptance into the Jail. Such
determination shall only be made after resolution of any injury or illness requiring immediate transportation
and treatment at a hospital or similar facility.
Health Care Staff—Medical,mental health and support staff provided or administered by WELLPATH.
WELLPATH Chief Clinical Officer—WELLPATH's Chief physician who is vested with certain decision
making duties under this Agreement.
Inmate—An adult or juvenile individual who is being incarcerated for the term of their adjudicated sentence.
Monthly Average Daily Population(MADP)—The average number of Inmates/Detainees housed in the Jail
on a daily basis for the period of one month.The MADP shall include,but separately list,Other Augusta
Inmates/Detainees. The MADP shall be figured by summing the daily population for the Jail and Other
Augusta Inmates/Detainees(as determined by a count performed at the same time each day)for each day
of the month and dividing this sum by the total number of days in the month. Jail records shall be made
available to WELLPATH upon request to verify the MADP.Persons on home confinement,housed outside
of the Jail,and parolees and escapees shall not be considered part of the Jail's MADP.
NCCHC—The National Commission on Correctional Health Care.
Other Augusta Inmate/Detainee—An Inmate/Detainee under the jurisdiction of another Augusta, state or
federal agency,who is being housed in the Jail.
Physician Extender—An advanced level healthcare professional such as a Nurse Practitioner, Physician
Assistant,or Clinical Nurse Specialist.
Specialty Services—Medical services that require physicians to be licensed in a specialty such as obstetrics,
gynecology,or dermatology or other specialized field of medicine,which shall include,but not limited to,
onsite and offsite dialysis services, emergency room services, all offsite services, all outpatient services,
and physical therapy.
ARTICLE I
HEALTH CARE SERVICES
1.0 SCOPE OF SERVICES. WELLPATH shall administer health care services and related
administrative services at the Jail according to the terms and provisions of this Agreement. The
costs of the various health care services shall be borne by WELLPATH or Augusta as set forth in
this Article.
1.1 GENERAL HEALTH CARE SERVICES. WELLPATH will arrange and bear the cost of the
following health care services:
1.1.1 RECEIVING SCREENING.A receiving screening of a Covered Person shall be performed
as soon as possible after the Covered Person's booking into the Jail,not to exceed 4 hours
after the Covered Person is made available to WELLPATH.
1.1.1 HEALTH ASSESSMENT. A health assessment of a Covered Person shall be performed
as soon as possible,but no later than fourteen(14)calendar days after the Inmate/Detainee's
arrival at the Jail. The health assessment shall follow current NCCHC guidelines.
1.1.2 SCHEDULED SICK CALL. A qualified healthcare professional shall conduct sick calls
for Covered Persons on a timely basis and in a clinical setting and in accordance with
NCCHC Standards.
1.2 AMBULANCE SERVICE. WELLPATH shall be responsible for the provision and cost of any
ambulance services for the Jail Population, up to the Financial Limitation. Augusta shall be
responsible for the provision and cost of ambulance service for Covered Persons in excess of the
Financial Limitation.
1.3 BODY CAVITY SEARCHES/COLLECTION OF PHYSICAL EVIDENCE.WELLPATH Health
Care Staff will not perform body cavity searches,nor collect physical evidence(blood,hair,semen,
saliva,etc.).
1.4 DENTAL. WELLPATH shall arrange and bear the cost of onsite oral screenings (as defined by
NCCHC guidelines)for all Covered Persons.WELLPATH shall bear the cost of other onsite dental
services and offsite dental services for all Covered Persons,up to the Financial Limitation. Augusta
shall be responsible for the provision and cost of all other dental services in excess of the Financial
Limitation.
1.5 ELECTIVE MEDICAL CARE-NOT COVERED. WELLPATH shall not be responsible for the
provision or cost of any elective care.In the event a member of the Jail Population requires elective
care,the Inmate/Detainee or Augusta shall be responsible for all costs.Elective medical care shall
be defined as care which,if not provided,would not, in the sole opinion of WELLPATH's Chief
Clinical Officer or designee,cause the Inmate/Detainee's health to deteriorate or cause harm to the
Inmate/Detainee's wellbeing. Decisions concerning elective medical care shall be consistent with
the applicable American Medical Association(AMA)Standards.
1.6 HOSPITALIZATION. WELLPATH shall be responsible for the provision and cost of any
hospitalization services for Covered Persons, up to the Financial Limitation. Augusta shall be
responsible for the provision and cost of hospitalizations for Covered Persons in excess of the
Financial Limitation.
1.7 LONG TERM CARE-NOT COVERED.WELLPATH shall not be responsible for the provision
or cost of any long term care facility services. In the event that a member of the Jail Population
requires skilled care,custodial care or other services of a long term care facility,Augusta shall bear
the cost.
1.8 MENTAL HEALTH CARE.WELLPATH shall arrange and bear the cost of on-site mental health
services for Covered Persons which shall include evaluations,referrals,crisis management,suicide
intervention, individual therapy, basic community linkage, and continuity of care. WELLPATH
shall be responsible for the provision and cost of any off-site or inpatient mental health services for
Covered Persons,up to the Financial Limitation.Augusta shall be responsible for the provision and
cost of off-site or inpatient mental health services for Covered Persons in excess of the Financial
Limitation.
1.9 PATHOLOGY/RADIOLOGY SERVICES. WELLPATH be responsible for the provision or cost
of any onsite or offsite pathology or radiology services up to the Financial Limitation.In the event
that any pathology or radiology services (also referred to as laboratory and x-ray services) are
required for Covered Persons in excess of the Financial Limitation,Augusta shall bear the cost.
1.10 PREGNANT COVERED PERSONS.WELLPATH shall arrange and bear the cost of on-site health
care services for any pregnant Covered Person in accordance with NCCHC standards and this
Agreement, but WELLPATH shall not arrange or bear the cost of any health care services for
infants.To the extent off-site health care services or onsite Specialty Services are required for any
pregnant Covered Person,WELLPATH shall be financially responsible for the cost of such offsite
care or onsite Specialty Services up to the Financial Limitation, and Augusta shall be responsible
for any costs in excess thereof.
1.11 SPECIALTY SERVICES. WELLPATH shall be responsible for the provision and cost of any
Specialty Services for Covered Persons up to the Financial Limitation. In the event that Specialty
Services in excess of the Financial Limitation are medically necessary for any Covered Person,the
Augusta shall bear the cost.
1.12 VISION CARE. WELLPATH shall be responsible for the provision of eyeglasses or any other
vision services for Covered Persons, including care for eye injuries or diseases,up the Financial
Limitation.In the event that any Covered Person requires vision services in excess of the Financial
Limitation,including an ophthalmologist's services,Augusta shall bear the cost of such vision or
eye care services.
1.13 OFFICE EQUIPMENT.WELLPATH shall be responsible for the provision and cost of any office
equipment,such as copiers and telephones required for the administrative operation of the medical
unit.
1.14 OFFICE SUPPLIES. WELLPATH shall be responsible for providing office supplies such as
books, medical record folders, and forms as required for the administrative operations of the
medical unit.
1.15 MEDICAL SUPPLIES/EQUIPMENT. WELLPATH shall provide and bear the cost of medical
supplies (i.e. alcohol prep pads, syringes, etc.) and equipment (i.e. thermometers, scales, etc.)
required to administer the terms of the Agreement.Notwithstanding the foregoing, the cost of all
prosthetic devices shall be subject to the Financial Limitation.
1.16 MEDICAL WASTE. WELLPATH shall arrange and bear the cost of removing and properly
disposing of medical waste material generated while fulfilling its duties under this Agreement in
accordance with all applicable state laws and OSHA-regulated standards.
1.17 PHARMACY SERVICES.WELLPATH shall provide monitoring of pharmacy usage as well as a
Preferred Medication List.WELLPATH shall bear the cost of all prescription and non-prescription
over-the-counter medications prescribed by a duly licensed WELLPATH physician for a Covered
Person,except that the costs related to medications for the treatment of Hepatitis C and medications
Factors VIII and IX for the treatment of bleeding disorders shall be subject to the Financial
Limitation.
1.18 FINANCIAL LIMITATIONS. WELLPATH's maximum aggregate liability for costs associated
with the provision of off-site medical services, including inpatient hospitalizations, outpatient
services,and Specialty Services or other healthcare services which include,but are not limited to,
the services in Paragraphs 1.2, 1.4, 1.6, 1.8, 1.9, 1.10, 1.11, 1.12, 1.14, 1.15., and 1.17 shall be
$475,000 in the aggregate per Contract Year, to be pro-rated for any partial contract years (the
"Financial Limitation"). Costs for any medical or other health services,as set forth above,which
are provided to Inmates/Detainees during the Contract Year which are in excess of the Financial
Limitation shall be the responsibility of Augusta. When the Financial Limitation for the Contract
Year is reached,WELLPATH will continue to provide utilization management,extend all provider
discounts to Augusta and pay these expenses on behalf of Augusta,as long as the Augusta remains
current with payments due under this Agreement. Amounts paid by WELLPATH which are over
the Financial Limitation will be periodically reconciled with Augusta pursuant to Paragraph 8.1.
ARTICLE II
HEALTH CARE STAFF
2.0 STAFFING HOURS. WELLPATH shall provide or arrange for the provision of Health Care Staff
necessary to render the health care services contemplated in Article I as set forth in the staffing plan
set forth in Exhibit A, attached hereto and made a part hereof. WELLPATH reserves the right to
assign the staff in Exhibit A to shift coverage as necessary based on operation needs to provide the
health care services under this Agreement.
2.0.1 Additional hours maybe provided if mutually agreed upon by both Parties in writing.
2.0.2 WELLPATH shall provide or arrange for the provision of an on-call Physician or Physician
Extender.available by telephone or pager 24 hours per day and 7 days per week.
2.0.3 WELLPATH shall make reasonable efforts to supply the staffing levels contained in this
section, however, failure to continuously supply all of the required staffing due to labor
market demands or other factors outside the control of WELLPATH,after such reasonable
efforts have been made,shall not constitute a breach of this Agreement.
2.1 STAFFING LEVELS WAIVER. Based on actual staffing needs as affected by medical
emergencies, riots, increased or decreased Inmate/Detainee population, and other unforeseen
circumstances,certain increases or decreases in staffing requirements may be waived as agreed to
by Augusta and WELLPATH.
2.2 STAFF SCREENING. Augusta shall screen WELLPATH's proposed Health Care Staff,
employees, agents and/or subcontractors providing services at the Jail to ensure they do not
constitute a security risk. Augusta shall have final approval of WELLPATH's Health Care Staff,
employees,agents and/or subcontractors in regards to security/background clearance.
2.3 SATISFACTION WITH HEALTH CARE STAFF. In recognition of the sensitive nature of
correctional facility operations, if Augusta becomes dissatisfied with any member of the Health
Care Staff, Augusta shall provide WELLPATH written notice of such dissatisfaction and the
reasons therefore. Following receipt of such notice, WELLPATH shall use commercially
reasonable efforts to resolve the dissatisfaction. If the problem is not resolved to the satisfaction
of Augusta within ten (10) business days following WELLPATH's receipt of the notice,
WELLPATH shall remove the individual from providing services at the Jail within a reasonable
time frame considering the effects of such removal on WELLPATH's ability to deliver health care
services and recruitment/hiring of an acceptable replacement. Augusta reserves the right to revoke
the security clearance of any Health Care Staff at any time.
ARTICLE III
ADMINISTRATIVE SERVICES
3.0 UTILIZATION MANAGEMENT. WELLPATH shall provide utilization management services
and administer Pharmacy services as set forth in Article I,on behalf of Augusta.WELLPATH will
follow applicable state laws and make reasonable efforts to obtain provider discounts and will keep
Augusta and/or Sheriff apprised of its utilization management practices.
3.1 HEALTH AND MENTAL HEALTH EDUCATION AND TRAINING. WELLPATH shall
conduct an ongoing health and mental health education and training program for Augusta Deputies
and Jailers in accordance with the needs mutually established by Augusta and WELLPATH.
3.2 MONTHLY REPORTS. As requested by the Sheriff,WELLPATH shall submit quarterly health
care reports concerning the overall operation of the health care services program rendered pursuant
to this Agreement and the general health of the Jail Population.
3.3 MONTHLY MEETINGS. As requested by the Sheriff, WELLPATH shall meet quarterly, or as
soon thereafter as possible,with the Sheriff,or designee,concerning health care services within the
Jail and any proposed changes in health-related procedures or other matters, which both Parties
deem necessary.
3.4 MEDICAL RECORDS MANAGEMENT. WELLPATH shall provide the following medical
records management services:
3.4.1 MEDICAL RECORDS. WELLPATH Health Care Staff shall maintain, cause or require
the maintenance of complete and accurate medical records for Covered Persons who have
received health care services.Medical records shall be kept separate from Covered Person's
confinement records.A complete copy of the individual medical record shall be available
to accompany each Covered Person who is transferred from the Jail to another location for
off-site services or transferred to another institution. WELLPATH will keep medical
records confidential and shall not release any information contained in any medical record
except as required by published Jail policies,by a court order or by applicable law.Upon
termination of this Agreement, all medical records shall be delivered to and remain with
the Sheriff;as property of the Sheriffs office.
3.4.2 COMPLIANCE WITH LAWS. Each medical record shall be maintained in accordance
with the Health Insurance Portability and Accountability Act of 1996("HIPAA"),and any
other applicable state or federal privacy statute or regulation.
3.4.3 RECORDS AVAILABILITY. As needed to administer the terms of this Agreement,
WELLPATH shall make available to the Sheriff or Augusta,unless otherwise specifically
prohibited, at the Sheriffs or Augusta's request, all records, documents and other papers
relating to the direct delivery of health care services to the Jail Population hereunder.
ARTICLE IV
PERSONS COVERED UNDER THIS AGREEMENT
4.0 GENERAL.Except as otherwise provided in this Agreement,WELLPATH shall only be required
to arrange for health care services under this Agreement to be provided to Covered Persons.
4.1 EMERGENCY MEDICAL CARE FOR JAIL EMPLOYEES AND VISITORS.WELLPATH shall
arrange for on-site first response emergency medical care as required for Jail employees,
contractors and visitors to the Jail.The medical treatment shall be limited to the extent reasonably
necessary to stabilize and facilitate the individual's referral to a medical facility or personal
physician.
4.2 RELEASE FROM CUSTODY.Augusta acknowledges and agrees that WELLPATH is responsible
for the payment of costs associated with services rendered to Covered Persons as set forth in this
Agreement only when such persons remain in the custody of,or under the jurisdiction of,the Jail.
In no event shall WELLPATH be responsible for payment of any costs associated with any services
rendered to any individual when said individual is released from the custody of,or no longer under
the jurisdiction of; the Jail including, but not limited to, releasees, parolees and escapees.
Furthermore,in no• event shall WELLPATH be responsible for payment of costs associated with
any medical services rendered to a Covered Person when said Covered Person is injured outside
the Jail facility during transport to or from the Jail.
ARTICLE V
PERSONS NOT COVERED OR PARTIALLY COVERED UNDER THIS AGREEMENT
5.0 OTHER AUGUSTA INMATES/DETAINEES. WELLPATH shall only be responsible for
arranging health assessments,sick call,over-the counter medications,medical supplies and medical
waste services for Other Augusta Inmates/Detainees. The cost of all prescription medication and
all other health care expenses shall be paid by the agency responsible for the Other Augusta
Inmate/Detainee, including those services listed in Article I of this Agreement and all other
medically-related expenses associated with Other Augusta Inmates/Detainees.
5.1 AUGUSTA INMATES/DETAINEES HOUSED IN OTHER JURISDICTIONS OR OUTSIDE
THE JAIL. WELLPATH shall not be responsible for arranging the medical care or treatment for
Augusta Inmates/Detainees housed in other counties or jurisdictions. The Augusta or Sheriff or
other agency with legal responsibility for the medical care of such persons shall be responsible for
all medical expenses associated with the care and treatment of Augusta Inmates/Detainees removed
from the Jail,including,but not limited to the services listed in Article I of this Agreement and any
other health care related expenses associated with said Inmates/Detainees, unless the
Inmate/Detainee is housed in a facility where WELLPATH provides Inmate/Detainee health care
services. WELLPATH shall not be responsible for arranging the medical care or treatment for
Augusta Inmates/Detainees housed outside the Jail.
5.2 INJURIES PRIOR TO INCARCERATION, FIT FOR CONFINEMENT, AND ESCAPED
INMATES/DETAINEES. WELLPATH shall not be responsible for the cost of providing off-site
medical care for injuries incurred by an arrested person prior to incarceration at the Jail or during
an escape or escape attempt,including,but not limited to,medical services provided to any arrested
person prior to the person's booking and confinement in the Jail. In addition, WELLPATH shall
not be responsible for the cost of any medical treatment or health care services necessary to
medically stabilize any arrested person presented at intake by an arresting agency with a life
threatening injury or illness or in immediate need of emergency medical care. WELLPATH shall
provide such care as is medically necessary until the arrested person can be transported to a medical
care facility by the arresting agency or their designee.The arresting authority or Augusta shall bear
the cost of, and be responsible for, all reasonable and necessary medical services or health care
services of the individual until such time as the arresting authority can present a medically stable
individual that is Fit for Confinement. To the extent WELLPATH is billed for medical services
provided to an individual who is not Fit for Confinement Augusta shall reimburse WELLPATH
for all such costs.WELLPATH shall not charge an additional fee simply to examine an individual
to determine if he is suitably Fit for Confinement.
ARTICLE VI
COST OF SERVICES NOT COVERED UNDER THIS AGREEMENT
6.0 SERVICES NOT LISTED.Both Parties understand and agree that there will be costs incurred for
health care related services as outlined in Articles I, II and III above. WELLPATH shall not be
responsible for any expenses not specifically covered under Articles I,II and III of this Agreement.
In the event that any of the health care services not covered by WELLPATH under Articles I, II
and III,or any services that are not listed within this Agreement,are required for a member of the
Jail Population as a result of the medical judgment of a physician or WELLPATH authorized
personnel,WELLPATH shall not be responsible for arranging such services and the cost of such
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services shall be billed directly to Augusta.
6.1 SERVICES BEYOND THE SCOPE OF THIS AGREEMENT.Both Parties understand and agree
that there are certain occurrences,both beyond the control and within the control of the Parties,that
may result in health care expenses which are outside the scope of the normal operation of a
correctional facility and, therefore, outside the contemplated scope of services under this
Agreement.While both Parties will act in good faith and endeavor to reduce the possibility of such
occurrences,in the unlikely event of an occurrence such as an Act of God,riot,explosion,fire,food
poisoning, epidemic illness outbreak or any other catastrophic event, or an event caused by the
action or inaction of Augusta or Sheriff or their employees,agents or contractors,which results in
medical care for the Jail Population, Jail staff, visitors, or contractors, WELLPATH shall not be
responsible for costs attributable to such catastrophic event and all such costs shall be borne by
Augusta. Notwithstanding the above, WELLPATH shall be responsible for medical costs under
this Agreement associated with such an event only if such an event was caused solely by
WELLPATH.
ARTICLE VII
AUGUSTA'S DUTIES AND OBLIGATIONS
7.0 COMPLIANCE WITH HIPAA/STATE HEALTH INFORMATION PRIVACY LAWS.Augusta,
Jail, and Sheriff. and their employees, agents and subcontractors, shall comply with the Health
Insurance Portability and Accountability Act of 1996(hereinafter"HIPAA")and any State health
information privacy laws,to the extent they are applicable.Augusta and the Sheriff shall implement
policies and/or procedures in compliance with such laws.
7.1 COMPREHENSIVE MEDICAL/MENTAL HEALTH CARE. WELLPATH shall identify to the
Sheriff those members of the Jail Population with medical or mental health conditions which may
be worsened as a result of being incarcerated at the Jail or which may require extensive care while
incarcerated. After review of the circumstances, and when security risks permit, the Sheriff shall
make every effort to have such an Inmate/Detainee released,transferred or otherwise removed from
the correctional setting.
7.2 RECORD ACCESS. During the term of this Agreement, and for a reasonable time following the
termination of this Agreement,the Sheriff shall provide WELLPATH, at WELLPATH's request,
in accordance with HIPAA and state health information privacy laws, Augusta,Jail and/or Sheriffs
records (including medical records) relating to the provision of health care services to the Jail
Population, including records maintained by hospitals, and other outside health care providers
involved in the care or treatment of the Jail Population(to the extent Augusta,Jail or Sheriff has
control of,or access to,such records). WELLPATH may request such records in connection with
the investigation of,or defense of,any claim by a third party related to WELLPATH's conduct or
to prosecute a claim against a third party. Any such information provided by the Sheriff to
WELLPATH that the Sheriff considers confidential shall be kept confidential by WELLPATH and
shall not,except as may be required by law,be distributed to any third party without prior written
approval by the Sheriff.
7.3 USE OF 1NMATES.DETAINEES IN THE PROVISION OF HEALTH CARE SERVICES.
Inmates/Detainees of the Jail shall not be employed or otherwise engaged or utilized by either
WELLPATH or the Sheriff in rendering any health care services to the Jail Population,provided
however, that Inmates/Detainees may be used in positions not involving the rendering of health
care services directly to the Jail Population and not involving access to Jail Population records in
accordance with NCCHC standards.
7.4 SECURITY OF THE JAIL FACILITY AND WELLPATH.WELLPATH and Augusta understand
that adequate security services are necessary for the safety of the agents, employees, and
subcontractors of WELLPATH,as well as for the security of the Jail Population and Sheriffs staff,
consistent with a correctional setting. The Sheriff shall provide security sufficient to enable
WELLPATH,its Health Care Staff,employees,agents and/or subcontractors to safely provide the
health care services described in this Agreement. WELLPATH,its Health Care Staff,employees,
agents and/or subcontractors shall follow all security procedures of the Sheriff while at the Jail or
other premises under the Sheriffs direction or control. However, any WELLPATH Health Care
Staff,employee,agent and/or subcontractor may,at any time,refuse to provide any service required
under this Agreement if such person reasonably feels that the current safety services are
insufficient.WELLPATH shall not be liable for any loss or damages resulting from WELLPATH's
Health Care Staff,employees,agents and/or subcontractors failure to provide medical services due
to insufficient security services.
7.5 SHERIFF'S POLICIES AND PROCEDURES. WELLPATH, its Health Care Staff, employees,
agents and/or subcontractors shall operate within the requirements of Augusta's and/or Sheriffs
posted security Policies and Procedures,which impact the provision of medical services.
7.5.1 A complete set of said Policies and Procedures shall be maintained by Augusta and made
available for inspection by WELLPATH at the Jail, and WELLPATH may make a
reasonable number of copies of any specific section(s) it wishes using the Sheriffs
photocopy equipment and paper.
7.5.2 Any Policy or Procedure that may impact the provision of health care services to the Jail
Population which has not been made available to WELLPATH shall not be enforceable
against WELLPATH unless otherwise agreed upon by both Parties.
7.5.3 Any modification of the posted Policies and Procedures shall be timely provided to
WELLPATH. WELLPATH, its Health Care Staff, employees, agents and/or
subcontractors shall operate within the requirement of a modified Policy or Procedure after
such modification has been made available to WELLPATH.
7.5.4 If any of Augusta and/or Sheriffs Policies and Procedures specifically relate to the delivery
of medical services,Augusta and/or Sheriffs representative and WELLPATH shall review
Augusta and/or Sheriffs Policies and Procedures and modify or remove those provisions
that conflict with WELLPATH's Jail Health Care Policies and Procedures.
7.6 DAMAGE TO EQUIPMENT.WELLPATH shall not be liable for loss of or damage to equipment
and supplies of WELLPATH,its agents,employees or subcontractors if such loss or damage was
caused by the negligence of Augusta and/or Sheriffs employees.
7.7 SECURE TRANSPORTATION. The Sheriff shall provide security as necessary and appropriate
in connection with the transportation of a member of the Jail Population to and from off-site
services including,but not limited to, Specialty Services,hospitalization,pathology and radiology
services as requested by WELLPATH. WELLPATH shall coordinate with the Sheriffs office for
transportation to and from the off-site services provider or hospital.
7.8 OFFICE EQUIPMENT AND SUPPLIES.The Sheriff shall provide use of Augusta-owned office
equipment,supplies and all necessary utilities(including telephone and fax line service)in place at
the Jail health care facilities. At the termination of this Agreement, WELLPATH shall return to
Augusta possession and control of all Augusta-owned medical and office equipment.At such time,
the office equipment shall be in good working order,reasonable wear and tear excepted.
7.9 NON-MEDICAL CARE OF JAIL POPULATION. It is understood that the Sheriff shall provide
for all the non-medical personal needs and services of the Jail Population as required by law.
WELLPATH shall not be responsible for providing, or liable for failing to provide, non-medical
services to the Jail Population including, but not limited to, daily housekeeping services, dietary
services,building maintenance services,personal hygiene supplies and services and linen supplies.
7.10 JAIL POPULATION INFORMATION. In order to assist WELLPATH in providing the best
possible health care services to Covered Persons,the Sheriff shall provide,as needed,information
pertaining to the Covered Person that WELLPATH and the Sheriff mutually identify as reasonable
and necessary for WELLPATH to adequately perform its obligations under this Agreement.
ARTICLE VIII
COMPENSATION AND ADJUSTMENTS
8.0 ANNUAL AMOUNT/MONTHLY PAYMENTS. The base amount to be paid by Augusta to
WELLPATH is as follows:
Contract Year Base Amount
June 1,2019-December 31,2019* $ 3,201,621.50
January 1,2020-December 31,2020 $ 5,653,253
January 1,2021 -December 31,2021 $ 5,822,850
January 1,2022-December 31,2022 $ 5,997,536
* This Contract Year is a partial Contract Year to be pro-rated to a seven-month period
for purposes of the base amount and the Financial Limitation.
The base amount shall be payable in equal monthly installments,pro-rated for any partial months
and subject to any reconciliations as set forth below. The first monthly amount is to be paid to
WELLPATH on June 1,2019 for services administered in the month of June 2019.Each monthly
payment thereafter is to be paid by Augusta to WELLPATH before or on the 1st day of the month
of the month of service.
8.1 QUARTERLY RECONCILIATION PROCESS. WELLPATH will provide a quarterly
reconciliation with Augusta for any amounts owed by either Party pursuant to the terms of this
Agreement,including,but not limited to:
8.1.1 ADJUSTMENT FOR MADP. For each month reconciled, if the Jail's MADP is greater
than 1,350 Inmates/Detainees,the compensation payable to WELLPATH by Augusta shall
be increased by the number of Inmates/Detainees over 1,350 at the per diem rate of$2.73.
For each month reconciled, if the Jail's MADP is less than 1,080 Inmates/Detainees, the
compensation payable to WELLPATH by Augusta shall be decreased by the number of
Inmates/Detainees below 1,080 at the per diem rate of$2.73. Should the MADP exceed
1,300 inmates for three consecutive months,WELLPATH and Augusta shall meet in good
faith to discuss any necessary staffing adjustments.
8.1.2 ADJUSTMENTS FOR COSTS IN EXCESS OF FINANCIAL LIMITATION. The
quarterly reconciliation shall include any amounts paid by WELLPATH in excess of the
Financial Limitations and any other amounts paid by WELLPATH on behalf of Augusta.
ARTICLE IX
TERM AND TERMINATION
9.0 TERM. The term of this AGREEMENT shall be three years and seven months from June 1,2019,
at 12:01 a.m. through December 31, 2022 at 11:59 p.m. This Agreement may be renewed for
additional one year periods beginning on January 1,2023,upon mutual consent and with mutually
agreed upon compensation increases,unless this Agreement is terminated or notice of termination
is given,as set forth in this Article.
9.1 TERMINATION FOR LACK OF APPROPRIATIONS. It is understood and agreed that this
Agreement shall be subject to annual appropriations by Augusta.
9.1.1 Recognizing that termination for lack of appropriations may entail substantial costs for
WELLPATH and Augusta shall act in good faith and make every effort to give
WELLPATH reasonable advance notice of any potential problem with funding or
appropriations.
9.1.2 If future funds are not appropriated for this Agreement, and upon exhaustion of existing
funding,Augusta may terminate this Agreement without penalty or liability,by providing
a minimum of thirty(30)days advance written notice to WELLPATH.
9.2 TERMINATION FOR CAUSE. The Agreement may be terminated for cause under the following
provisions:
9.3.1 TERMINATION BY WELLPATH. Failure of Augusta to comply with any provision of
this Agreement shall be considered grounds for termination of this Agreement by
WELLPATH upon sixty (60) days advance written notice to Augusta specifying the
termination effective date and identifying the"basis for termination." Augusta shall pay
for services rendered up to the date of termination of the Agreement. Upon receipt of the
written notice, Augusta shall have ten (10) days to provide a written response to
WELLPATH. If Augusta provides a written response to WELLPATH which provides an
adequate explanation for the"basis for termination"and the Augusta cures the"basis for
termination"to the satisfaction of the WELLPATH,the sixty(60)day notice shall become
null and void and this Agreement will remain in full force and effect. Termination under
this provision shall be without penalty to WELLPATH.
9.3.2 TERMINATION BY Augusta. Failure of WELLPATH to comply with any provision of
this Agreement shall be considered grounds for termination of this Agreement by Augusta
who shall provide sixty (60) days advanced written notice specifying the termination
effective date and identifying the"basis for termination." Augusta shall pay for services
rendered up to the date of termination of the Agreement. Upon receipt of the written notice
WELLPATH shall have ten (10) days to provide a written response to Augusta. If
WELLPATH provides a written response to Augusta which provides an adequate
explanation for the "basis of termination," or cures the "basis for termination" to the
satisfaction of the Augusta,the sixty(60) day notice shall become null and void and this
contract will remain in full force and effect. Termination under this provision shall be
without penalty to Augusta.
9.3 TERMINATION WITHOUT CAUSE. Notwithstanding anything to the contrary contained in this
Agreement, Augusta or WELLPATH may, without prejudice to any other rights it may have,
terminate this Agreement for their convenience and without cause by giving ninety (90) days
advance written notice to the other Party.
9.4 COMPENSATION UPON TERMINATION. If any of the above termination clauses are exercised
by any of the Parties to this Agreement,Augusta shall pay WELLPATH for all services rendered
by WELLPATH up to the date of termination of the Agreement regardless of the Augusta's failure
to appropriate funds.
9.5 PROPERTY DISPOSITION UPON TERMINATION. Upon termination of this Agreement,
WELLPATH shall be allowed to remove from the Jail any stock medications or supplies purchased
by WELLPATH that have not been used at the time of termination. WELLPATH shall also be
allowed to remove its property from the Jail including its including its patient safety work product
and any confidential, proprietary, or privileged information such as Policies and Procedures,
Manuals,Training Material,and Forms.
ARTICLE X
LIABILITY AND RISK MANAGEMENT
10.0 INSURANCE COVERAGE. WELLPATH shall,at its sole cost and expense,procure and maintain
during the term of this Agreement,the following coverage and limits of insurance:
10.0.1 MEDICAL MALPRACTICE/PROFESSIONAL LIABILITY. Medical Malpractice/
Professional Liability insurance in an amount not less than$2,000,000 per occurrence.
10.0.2 COMPREHENSIVE GENERAL LIABILITY. Comprehensive General Liability
insurance in an amount not less than $1,000,000 per occurrence and $3,000,000 in the
aggregate.
10.0.3 WORKER'S COMPENSATION. Worker's Compensation coverage as required by
applicable state law.
10.1 PROOF OF INSURANCE. WELLPATH shall provide Augusta proof of professional liability or
medical malpractice coverage for WELLPATH's Health Care Staff, employees, agents and
subcontractors, for the term services are provided under this Agreement. WELLPATH shall
promptly notify Augusta,in writing,of cancellation of insurance coverage.
10.2 INDEMNIFICATION. WELLPATH agrees to indemnify and hold harmless the Augusta, Jail,
and Sheriff,and their officials,agents,and employees from and against any and all claims,actions,
lawsuits,damages,judgments or liabilities of any kind whatsoever arising out of any act,conduct,
misconduct or omission of WELLPATH , its agents, employees, or independent contractors.
Nothing herein shall be construed as to require Wellpath to indemnify or hold harmless Augusta,
the Jail,or the Sheriff,or their officials,agents,or employees from or against any claims,actions,
lawsuits,damages,judgments or liabilities of any kind whatsoever arising out of any act,conduct,
misconduct or omission of Augusta,the Jail,or the Sheriff,or their officials,agents,or employees.
10.3 HIPAA. WELLPATH,Augusta,Jail,Sheriff,and their employees,agents and subcontractors shall
fully comply with,and shall implement all necessary policies and/or procedures in order to comply
with,the requirements of HIPAA as it applies to the services provided under this Agreement.
ARTICLE XI
MISCELLANEOUS
11.0 INDEPENDENT CONTRACTOR STATUS. It is mutually understood and agreed, and it is the
intent of the Parties hereto that an independent contractor relationship be and is hereby established
under the terms and conditions of this Agreement. Nothing in this Agreement shall be construed
to create an agency relationship,an employer/employee relationship, a joint venture relationship,
or any other relationship allowing Augusta to exercise control or direction over the manner or
methods by which WELLPATH, its employees, agents or subcontractors perform hereunder, or
WELLPATH to exercise control or direction over the manner or methods by which Augusta and
its employees, agents or subcontractors perform hereunder, other than as provided in this
Agreement.
11.1 SUBCONTRACTING. In performing its obligations under the Agreement, it is understood that
WELLPATH is not licensed or otherwise authorized to engage in any activity that may be construed
or deemed to constitute the practice of medicine, dentistry, optometry, or other professional
healthcare service requiring licensure or other authorization under state law. To comply with these
requirements WELLPATH may engage physicians or other clinicians as independent contractors
("Contract Professionals"),rather than employees,in order to supply the clinical services required
under this Agreement. WELLPATH shall engage Contract Professionals that meet the applicable
professional licensing requirements and WELLPATH shall exercise administrative supervision
over such Contract Professionals as necessary to insure the fulfillment of the obligations contained
in this Agreement. Contract Professionals shall provide clinical services under this Agreement in
a manner reasonably consistent with the independent clinical judgment that the Contract
Professional is required to exercise. It is further understood that WELLPATH may subcontract for
specialized services such as pharmacy, medical waste, medical supplies and other services or
supplies which it is required to provide under this Agreement.
11.2 AGENCY. For purposes of asserting any statutory rights afforded to Augusta to pay providers for
medical services at certain reduced rates,Augusta designates WELLPATH as their agent to assert
such rights and privileges.
11.3 EQUAL EMPLOYMENT OPPORTUNITY. WELLPATH will not discriminate against any
employee or applicant for employment because of race, color, religion, sex, ancestry, national
origin, place of birth,marital status, sexual orientation, age or handicap unrelated to a bona fide
occupational qualification of the position or because of status as a disabled veteran or Vietnam-Era
veteran. WELLPATH will distribute copies of its commitment not to discriminate to all persons
who participate in recruitment, screening, referral and selection of job applicants, and to
prospective job applicants.
11.4 WAIVER OF BREACH. The waiver of either Party of a breach or violation of any provision of
this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of
the same or other provision hereof.
11.5 OTHER CONTRACTS AND THIRD-PARTY BENEFICIARIES. The Parties acknowledge that
WELLPATH is neither bound by or aware of any other existing contracts to which Augusta is a
party and which relate to the providing of health care to Inmates/Detainees at the Jail. The Parties
agree that they have not entered into this Agreement for the benefit of any third person or persons,
and it is their express intention that this Agreement is for their respective benefits only and not for
the benefits of others who might otherwise be deemed to constitute third-party beneficiaries thereof.
11.6 FORCE MAJEURE. In case performance of any terms or provisions hereof shall be delayed or
prevented because of compliance with any law, decree or order of any governmental agency or
authority of local,State or Federal governments or because of riots,war,terrorism,explosions,acts
of civil or military authority, acts of public enemy,public disturbances, lack of adequate security
escorts, strikes,lockouts,differences with workers,earthquakes,fires,floods,Acts of God or any
other reason whatsoever which is not reasonably within the control of the Party whose performance
is interfered with and which,by the exercise of reasonable diligence,said Party is unable to prevent;
the Party so suffering may, at its option, suspend, without liability, the performance of its
obligations hereunder during the period such cause continues.
11.7 CHANGES IN SCOPE. If at any time during the Term of this Agreement(as amended),there is a
material change in the scope of services provided by WELLPATH or any new,amended,and/or a
repealed law or laws (including statutes, codes, and/or case law), related legislation, and/or
applicable regulations, or any change in local, national, or community standards that result in a
material change in cost to WELLPATH,the Parties hereby agree to re-negotiate the affected terms
of this Agreement in good faith, and within a reasonable time not to exceed 30 days from the
effective date of the material change.
11.8 ASSIGNMENT.Except as otherwise provided herein,no Party to this Agreement may assign any
of its rights or delegate any of its duties under this Agreement without the prior written consent of
the other Parties;provided however,that WELLPATH may assign its rights or delegate its duties
to an affiliate of WELLPATH,or in connection with the sale of all or substantially all of the stock
assets or business of WELLPATH, without the prior written consent of the other Parties. Any
unauthorized attempted assignment shall be null and void and of no force or effect.
11.9 NOTICES. Any notice of termination, requests, demands or other communications under this
Agreement shall be in writing and shall be deemed delivered: (a) when delivered in person to a
representative the Parties listed below;(b)upon receipt when mailed by overnight courier service,
mailed by first-class certified or registered mail,return receipt requested,addressed to the Party at
the address below;or(c)upon confirmation of receipt if sent by facsimile to the fax number of the
Party listed below:
If for WELLPATH:
Wellpath LLC
Attn: Chief Legal Officer
1283 Murfreesboro Road, Suite 500
Nashville,TN 37217
If for Augusta:
Geri A. Sams,Director
Augusta Procurement Department
535 Telfair Street,Room 605
Augusta,Georgia 30901
Such address may be changed from time to time by either Party by providing written notice as
provided above.
11.10 GOVERNING LAW.This Agreement shall be governed by and construed in accordance with the
laws of the State of Georgia without regard to the conflicts of laws or rules of any jurisdiction.
11.11 EXECUTION AUTHORITY. By their signature below, each signatory individual certifies that
they are the properly authorized agent or officer of the applicable Party hereto and have the requisite
authority necessary to execute this Agreement on behalf of such Party, and each Party hereby
certifies to the other than any resolutions necessary to create such authority have been duly passed
and are now in full force and effect.
11.12 SURVIVAL. The following provisions will survive any termination or expiration of the
Agreement:Article VIII,Article IX and Article X.
11.13 COUNTERPARTS.This Agreement may be executed in several counterparts,each of which shall
be considered an original and all of which shall constitute but one and the same instrument.
11.14 TITLES OF PARAGRAPHS. Titles of paragraphs are inserted solely for convenience of reference
and shall not be deemed to limit,expand or otherwise affect the provisions to which they relate.
11.15 SEVERABILITY. In the event that any one or more provisions of this Agreement shall, for any
reason,be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement and this Agreement shall be
construed and enforced as if such invalid, illegal or unenforceable provision had never been
contained herein.
11.16 ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement of the Parties and is
intended as a complete and exclusive statement of the promises, representations, negotiations,
discussions and Agreements that have been made in connection with the subject matter hereof.
This Agreement may be amended at any time,but only with the written consent of all Parties.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as their official act by
their respective representative,each of whom is duly authorized to execute the same.
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EXHIBIT A-STAFFING PLAN
Richmond County Jail
DAYS
Tll Tll Tom! FRI SAT SW8 Wit FTE
Health Services Administrator 8 8 8 8 8 __ 40 1.00
Director of Nursin 8 8 8 8 8 __ 40 1.00
Administrative Assistant 8 8 8 8 8 __ 40 1.00
Medical Director 8 8 8 __ 24 0.60
ARNP/PA 8 8 8 8 8 __ 40 1.00
Charge Registered Nurse 8 8 8 8 8 8 8 56 1.40
Nurse Educator 8 8 8 8 8 __ 40 1.00
Licensed Practical Nurse 32 32 32 32 32 32 32 224 5.60
Em Medical Technician 12 12 12 12 12 12 12 84 210
Certified Medical Assistant 16 16 16 16 16 8 8 96 2.40
Dentist 4 4 4 4 4 __ 20 0.50
Dental Assistant 4 4 4 4 4 __ 20 0.50
Psychiatrist 8 8 __ 4 __ 20 0.50
Mental Health Professional/MSW 16 16 16 16 16 _- 80 200
Medical Records Clerk 8 8 8 8 48 __ 40 1.00
2240
EVENINGS
Licensed Practical Nurse 40 40 40 40 40 40 40 280 7.00
Charge Registered Nurse 8 8 8 8 8 8 8 56 1.40
3i 0.40
NIGHTS
Licensed Practical Nurse 24 24 24 24 24 24 24 168 420
Charge Registered Nurse 8 8 8 8 8 8 8 56 1.40
Certified Medical Assistant 8 8 8 8 8 8 Ell. 56 1_40
Subtotal 700
TOTAL 1480 37.00
RCC
DAYS
TITLE SAM1 TUESWEA FRI SAT WEEK FITS
Charge Re. ered Nurse 8 8 8 8 8 __ 40 1.00
tri 40 1010
EVEN INGS
Licensed Practical Nurse 8 8 8 8 8 2 ® 44 1.10
Sufi 44 1.10
TOTAL 84 2.3.0