HomeMy WebLinkAboutPrison Health Services
DOCUMENT NAME:
Augusta Richmond GA
P n Scm H ~cJl-h
DOCUMENT TYPE: 0-0'(t2fYlV1.Y
YEAR: :J-O()\
BOX NUMBER: I ;}
FILE NUMBER: ) 5 L( 10
NUMBER OF PAGES:
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proposal approved by Commission 12-5-00
Mr. Wall requested not to enter date approved on this.
7-6-01
HEALTH SERVICES AGREEMENT
THIS AGREEMENT between Augusta, Georgia, a political subdivision of the State of
Georgia, (hereinafter referred to as "Augusta, Georgia"), and Prison Health Services, Inc., a
Delaware corporation, (hereinafter referred to as "PHS "), is entered into as of the day of
,2001. Services under this Agreement shall commence on January 1,2001,
and shall continue for a period of One Year, in accordance with Section 8.1.
WITNESSETH:
WHEREAS, Augusta, Georgia is charged by law with the responsibility for obtaining and
providing reasonably necessary medical care for the inmates of the following facilities: Augusta-
Richmond County Detention Facility, Augusta-Richmond County Law Enforcement Center and
Augusta-Richmond County Correctional Institution (hereinafter called "Facilities"); and
WHEREAS, Augusta, Georgia desires to provide for health care to inmates in accordance
with applica,ble law; and
WHEREAS, Augusta, Georgia, which provides funding as approved by the Augusta-
Richmond County Commissioners for the Facilities, desires to enter into this Agreement with PHS
to promote this objective; and
WHEREAS, PHS is in the business of providing correctional health care services and
desires to provide such services for Augusta, Georgia under the terms and conditions hereof,
NUW, THEREFORE, in consideration of the covenants and promises hereinafter made, the
parties hereto agree as follows:
ARTICLE I: HEALTH CARE SERVICES
1. 1 General Engagement. Augusta, Georgia hereby contracts with PHS to provide for
the delivery of reasonably necessary medical care to individuals under the custody and control of
the Facility Administrator(s) at the Facilities, except those identified as work release, and PHS
enters into this Agreement according to the terms and provisions hereof.
1.2 Scope of General Services. The responsibility of PHS for medical care of an inmate
commence~. with the booking and physical placement of said inmate into the Facility. PHS shall
provide health care services for all persons committed to the custody of the Facility, except work
release and those identified in Section 1.7. PHS shall provide on a regular basis, at its own cost, all
professional medical (excluding in-patient psychiatric hospitalization), dental and related health
care and aC.ministrative services for the inmates, a comprehensive health evaluation of each inmate
following booking into the Facility in accordance with NCCHC Standards, regularly scheduled sick
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call, nursing care, regular physician and dentist visits to the Facility, hospitalization, medical
specialty services, emergency medical care, emergency ambulance services when medically
necessary, medical records management, pharmacy services management, administrative support
services, and other services, all as more specifically described herein. Additionally, staff employed
by Auguste., Georgia shall be treated within the Facility for injuries and/or illnesses only in an
emergency and upon request of the Facility Administrator.
1.3 Specialty Services. In addition to providing the general services described above,
PHS shall, at its own cost, provide to inmates at the Facility special medical services including, but
not limited to, radiology services and laboratory services to the extent such are determined to be
medically necessary by PHS. Where non-emergency specialty care is required and cannot be
rendered at the Facility, PHS shall make arrangements with the Facility Administrator for the
transportation of the inmates in accordance with Section 1.9 of this Agreement.
1.4 Emergency Services. PHS shall provide, at its own cost, emergency medical care,
as medically necessary, to inmates through arrangements to be determined by PHS with local
hospitals. PHS shall, at its own cost, provide for qualified emergency ambulance transportation
services when medically necessary in connection with off-site emergency medical treatment.
1.5 Limitations on Catastrophic Medical Services, PHS shall, at its own cost, arrange
for outside medical services for any inmate who, in the opinion of the Medical Director (hereinafter
meaning a licensed PHS physician), requires such care. PHS' liability for costs associated with the
medical services for inmates rendered outside of the Facility will be limited to an annual aggregate
"pool" of $200,000 per year to include all outside, off-site medical costs up to this limit. In
addition, PHS will share with Augusta, Georgia, on a SO/50 basis, any costs associated with the
medical services for inmates rendered outside of the Facility above the $200,000 amount up to a
limit of $250,000. Augusta, Georgia will be responsible for all costs above the $250,000 limit.
Augusta, Georgia and PHS will share, on a 50/50 basis any savings below the $200,000 amount.
The intent of this Section is to define PHS' limit of costs for hospitalization and other
medical services rendered outside of the Facility.
1,6 Exceptions to Treatment. PHS will not be financially responsible for the cost of any
medical treatment or health care services provided to any inmate prior to the inmate's formal
booking and commitment into the Facility.
FUlthermore, PHS will not be fmancially responsible for the cost of any medical treatment
or health c.are services provided to medically stabilize any inmate presented at booking with a life
threatening injury or illness or in immediate need of emergency medical care.
Once an inmate has been medically stabilized and committed to the Facility, PHS will 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 or subsequent to
the individual's incarceration at the Facility. 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 Facility.
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PHS shall not be fmancially responsible for significant changes in treatment
standards, i:lcluding those associated with the approval of new drug classes, new diagnostic tests or
new surgical procedures if such costs are expected to exceed two percent (2%) of the contract
amount exclusive of population increases.
PHS shall not be responsible for medical costs associated with the medical care of any
infants bom to inmates. PHS shall provide health care services to pregnant inmates, but health care
services provided to an infant following birth will not be the responsibility of PHS. PHS shall not
be responsi'Jle for the costs or furnishing of any abortions unless medically necessary.
PHS will not be responsible for any medical testing or obtaining samples, which are
forensic in :aature.
1.7 Inmates Outside the Facilities. Health care services are intended only for those
inmates in 1he actual physical custody of the Facility. This includes inmates under guard in outside
hospitals. Such inmates will be included in the daily population count. No other inmates, including
those in outside hospitals who are not under guard, shall be the responsibility of PHS, nor shall
such inmates be included in the daily population count.
Inmates on any sort of temporary release, including, but not limited to, inmates temporarily
released for the purpose of attending funerals or other family emergencies, inmates on escape
status, inmates on pass, parole or supervised custody who do not sleep in the Facility at night, will
not be included in the daily population count, and will not be the responsibility of PHS with respect
to the payment or furnishing of health care services. The cost of medical services provided to
inmates who become ill or are injured while on temporary release will not be the fmancial
responsibility of PHS after their return to the Facility. This relates solely to the costs relating to the
particular illness or injury incurred while on such temporary release. The cost of medical services
for other illnesses and injuries will be the responsibility of PHS.
Inrr..ates in the custody of other police or other penal jurisdictions at the request of Augusta,
Georgia are likewise excluded from the population count and are not the responsibility of PHS for
the furnishing or payment of health care services.
1.8 Elective Medical Care. PHS will not be responsible for providing elective medical
care to inmates. For purposes of the Agreement, "elective medical care" means medical care,
which, if r.ot provided, would not, in the opinion of PHS' Medical Director, cause the inmate's
health to deteriorate or cause definite harm to the inmate's well-being. Such decisions concerning
medical care shall be consistent with general NCCHC standards. Any referral of inmates for
elective medical care must be reviewed by the Facility Administrator prior to provision of such
servIces.
1.9 Transportation Services, To the extent any inmate requires off-site nonemergency
health care treatment including, but not limited to, hospitalization care and specialty services, for
which care and services PHS is obligated to pay under this Agreement, the FaciVty Administrator
will, upon prior request by PHS, its agents, employees or contractors, provide transportation as
reasonably available, provided that such transportation is scheduled in advance. When medically
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necessary, PHS shall provide all emergency ambulance transportation of inmates in accordance
with Section 1.4 of this Agreement.
ARTICLE IT: PERSONNEL
2.1 Staffmg. PHS shall provide medical, dental, technical and support personnel as
necessary for the rendering of health care seIVices to inmates at the Facility as described in and
required by this Agreement. The chart attached as Exhibit A includes the agreed-upon staffing
pattern necessary to provide the health care seIVices required by the three Facilities for an inmate
population of 1300.
Thi:; staffmg pattern is based on the assumption that there will be up to 1300 inmates.
Should the inmate population increase to a level greater than 1300 inmates for a period of 30 days
or longer, additional health care staffmg beyond the positions noted above might be necessitated.
Should a sustained increase occur, PHS reseIVes the right to review the staffing and contract price
and, with Augusta, Georgia's participation and approval, which shall not be unreasonably withheld,
make nece:;sary adjustments in staffing and contract price in order to accommodate any additional
staff positi~ns which may be needed to seIVe the increased inmate population. Should a sustained
decrease ill. inmate population occur for a thirty (30) day period or longer, PHS reseIVes the right to
decrease staffing to an appropriate level for the population.
Should a sustained decrease in population occur such that there is a variance in population
for a sustained period of three months, PHS will be able to decrease staffmg until population is at
the prior ],evel, if such decrease can occur without a reduction in the level of seIVice to the
remaining population.
2.2 Licensure, Certification and Registration of Personnel. All personnel provided or
made available by PHS to render seIVices hereunder shall be licensed, certified or registered, as
appropriate, in their respective areas of expertise as required by applicable Georgia law.
2.~i Facility Administrator's Satisfaction with Health Care Personnel. If the Facility
Administrator becomes dissatisfied with any health care personnel provided by PHS hereunder, or
by any independent contractor, subcontractors or assignee, PHS, in recognition of the sensitive
nature of correctional seIVices, shall, following receipt of written notice from the Facility
Administrator of the grounds for such dissatisfaction and in consideration of the reasons therefor,
shall exer,:;ise its best efforts to resolve the problem. If the problem is not resolved satisfactorily to
the Facility Administrator, PHS shall remove or shall cause any independent contractor,
subcontractor, or assignee to remove the individual about whom the Facility Administrator has
expressed dissatisfaction. Should removal of an individual become necessary, PHS will be allowed
reasonable time, prior to removal, to find an acceptable replacement, without penalty or any
prejudice to the interests of PHS.
2.4 Use of Inmates in the Provision of Health Care SeIVices. Inmates shall not be
employed or otherwise engaged by either PHS or the Facility Administrator in the direct rendering
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of any heal1h care services. Upon prior written approval of the Facility Administrator, inmates may
be used in positions not involving the rendering of health care services directly to inmates.
2.5 Subcontracting and Delegation. In order to discharge its obligations hereunder, PHS
will engage certain health care professionals as independent contractors rather than as employees.
The Facility Administrator may request to approve such professionals, but approval will not be
unreasonably withheld. Subject to the approval described above, the Facility Administrator
consents to such subcontracting or delegation. As the relationship between PHS and these health
care profes,;ionals will be that of independent contractor, PHS will not be considered or deemed to
be engaged in the practice of medicine or other professions practiced by these professionals. PHS
will not exercise control over the manner or means by which these independent contractors perform
their profe~;sional medical duties. However, PHS shall exercise administrative supervision over
such profe:;sionals necessary to ensure the strict fulfillment of the obligations contained in this
Agreement. For each agent and subcontractor, including all medical professionals, physicians,
dentists and nurses performing duties as agents or independent contractors of PHS under this
Agreement, PHS shall provide the Facility Administrator proof, if requested, that there is in effect a
professional liability or medical malpractice insurance policy, as the case may be, in an amount of
at least one million dollars ($1,000,000) coverage per occurrence and three million dollars
($3,000,000) aggregate.
2.6 Discrimination. During the performance of this Agreement, PHS and Facility
Administrator(s), their employees, agents, subcontractors, and assignees agree as follows:
(a) None will discriminate against any employee or applicant for employment
because of race, religion, color, sex or national origin, except where religion,
sex or national origin is a bona fide occupational qualification reasonably
necessary to the normal operation of the contractor. Each will agree to post
in conspicuous places, available to employees and applicants for
employment, notices setting forth the provisions of this nondiscrimination
clause.
(b) In all solicitations or advertisements for employees, each will state that it is
an equal opportunity employer.
(c) Notices, advertisements and solicitations placed in accordance with federal
law, rule or regulation shall be deemed sufficient for the purpose of meeting
the requirements of this section.
ARTICLE III: ACCREDITATION
3.1 Obligation of PHS. PHS' services shall meet the standards promulgated by the
National Commission on Correctional Health Care (NCCHC) for Health Services in Facilities
(1996 Ed:ltion). 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 Facility
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Administrawr. PHS shall not be responsible for NCCHC requirements not under PHS' direct
control or within the scope of PHS services.
ARTICLE IV: EDUCATION
4.1 Inmate and Staff Education. PHS shall conduct an ongoing health education
program fOJ inmates. If the Facility Administrator so desires, PHS shall conduct the same program
for correctional officers at the Facility.
ARTICLE V: REPORTS AND RECORDS
5.1 Medical Records. PHS shall cause and require to be maintained complete and
accurate medical records for each inmate who has received health care services. Each medical
record will be maintained in accordance with applicable laws, NCCHC standards and the Facility
Administrator's policies and procedures. The medical records shall be kept separate from the
inmate's confmement record. A complete legible copy of the applicable medical record shall be
available, at all times, to the Facility Administrator and may be available to accompany each
inmate who is transferred from the Facility to another location for off-site services or transferred to
another institution. Medical records shall be kept confidential. Subject to applicable law regarding
confidentiality of such records, PHS shall comply with Georgia law and the Facility Administrator's
policy with regard to access by inmates and Facility staff to medical records. No information
contained in the medical records shall be released by PHS except as provided by the Facility
Administrator's policy, by a court order, or otherwise in accordance with the applicable law. PHS
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 Facility Administrator. However, the Facility Administrator shall
provide PHS with reasonable ongoing access to all medical records even after the termination of
this Agreement for the purposes of defending litigation.
5.2 Regular Reports by PHS to the Facility Administrator. PHS shall provide to the
Facility Aiministrator, on a date and in a form mutually acceptable to PHS and the Facility
Administrator, monthly and annual reports relating to services rendered under this Agreement.
5.3 Inmate Information. Subject to the applicable Georgia law, in order to assist PHS in
providing ':he best possible health care services to inmates, the Facility Administrator will provide
PHS with information pertaining to inmates that PHS and the Facility Administrator mutually
identify as reasonable and necessary for PHS to adequately perform its obligations hereunder.
5.4 PHS Records Available to the Facility Administrator with Limitations on
Disclosure, PHS shall make available to the Facility Administrator, at the Facility Administrator's
request, all records, documents and other papers relating to the direct delivery of health care
services to inmates hereunder. The Facility Administrator understands that many of the systems,
methods, procedures, written materials and other controls employed by PHS in the performance of
its obligations hereunder are proprietary in nature and will remain the property of PHS.
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Information concerning such may not, at any time, be used, distributed, copied or otherwise utilized
by the Facility Administrator, except in connection with the delivery of health care services
hereunder, or as permitted or required by law, unless such disclosure is approved in advance
writing by PHS.
5.5 Facility Administrator Records Available to PHS with Limitations on Disclosure.
During the term of this Agreement and for a reasonable time thereafter, the Facility Administrator
will provide PHS, at PHS' request, the Facility Administrator's records relating to the provision of
health care services to inmates as may be reasonably requested by PHS or as are pertinent to the
investigaticn or defense of any claim related to PHS' conduct. Consistent with applicable law, the
Facility Administrator will make available to PHS such records as are maintained by the Facility
Administrator, hospitals and other outside health care providers involved in the care or treatment of
inmates (to the extent the Facility Administrator has any control over those records) as PHS may
reasonably request. Any such information provided by the Facility Administrator to PHS that the
Facility Administrator considers confidential shall be kept confidential by PHS and shall not,
except as may be required by law, be distributed to any third party without the prior written
approval of the Facility Administrator.
ARTICLE VI: SECURITY
6.1 General. PHS and the Facility Administrator understand that adequate security
services are necessary for the safety of the agents, employees and subcontractors of PHS as well as
for the security of inmates and Facility Administrator's staff, consistent with the correctional
setting. The Facility Administrator will provide sufficient security to enable PHS to safely and
adequately provide the health care services described in this Agreement. Nothing herein shall be
construed to make the Facility Administrator, his deputies or employees a guarantor of the safety of
PHS employees, agents or subcontractors, including their employees.
6.2 Loss of Equipment and Supplies. The Facility Administrator shall not be liab 1 e for
loss of or d,amage to equipment and supplies of PHS, its agents, employees or subcontractors unless
such loss or damage was caused by the negligence of the Facility Administrator or his employees.
6.3 Security During Transportation Off-Site. The Facility Administrator will provide
security as necessary and appropriate in connection with the transportation of any inmate between
the Facility and any other location for off-site services as contemplated herein.
ARTICLE Vll: OFFICE SPACE, EQUIPMENT, INVENTORY AND SUPPLIES
7.1 General. The Facility Administrator agrees to provide PHS with office space,
facilities, '~quipment, utilities (including all local telephone costs, but excluding long distance
telephone costs, which PHS shall reimburse monthly to Augusta, Georgia). The Facility
Administrator will provide necessary maintenance and housekeeping of the office space and
facilities. PHS agrees it has inspected the Facility and medical office space and facilities and that
such spaCE: and facilities are sufficient for its agents, employees and subcontractors to perform all of
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the obligations required under this Agreement. The Facility shall be responsible for providing
substitute space should the designated facilities become unsafe for any reason.
7.2 Delivery of Possession. The Facility will continue to provide to PHS, beginning on
the date of commencement of this Agreement, possession and control of all Augusta, Georgia's
medical and office equipment and supplies in place at the Facility's health care unit. At the
termination of this or any subsequent Agreement, PHS will return to the Facility Administrator
possession and control of all supplies, medical and office equipment, in working order, reasonable
wear and tear excepted, which were in place at the Facility's health care unit prior to the
commencement of services under this Agreement.
7.3 Maintenance and Replenishment of Equipment. The Facility Administrator will
continue to maintain all Augusta, Georgia equipment necessary for the performance of this contract
by PHS in working order during the term of this Agreement. If additional equipment and
instrumenu; are required by PHS during the term of this Agreement, it shall be the responsibility of
PHS to purchase such items at its own cost. At the end of this Agreement, or upon termination, the
Facility Administrator or Augusta, Georgia shall be entitled to purchase PHS' equipment and
instrument:; upon a mutually agreed depreciation schedule. PHS will not be responsible for
repairing or replacing any equipment which quits working due to issues associated with the change
to the year 2000 or omission of leap year.
7.4 General Maintenance Services. The Facility Administrator will provide for each
inmate receiving health care services the same services and facilities provided by the Facility
Administrator for all inmates at the Facility including, but not limited to, daily housekeeping
services, dietary services, building maintenance services, personal hygiene supplies and services,
and linen supplies.
ARTICLE VITI: TERM AND TERMlNA TION OF AGREEMENT
8.1 Term. This Agreement shall commence on January 1,2001. The initial term of this
Agreement shall be One Year. Augusta, Georgia may extend the Agreement on a year-to-year basis
if it appears to be in the best interest of Augusta, Georgia and is agreeable with PHS.
8.2 Termination. This Agreement may be terminated as otherwise provided in this
Agreement or as follows:
(a) Termination by Agreement. In the event that each of the parties mutually
agrees in writing, this Agreement may be terminated on the terms and date
stipulated therein.
(b) Termination by Cancellation. This Agreement may be cancelled without
cause by either party upon one-hundred-eighty (180) days prior written
notice in accordance with Section 11.3 of this Agreement.
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(c) Termination for Convenience. Augusta, Georgia may cancel this
Agreement for its convenience upon Sixty (60) days prior written notice in
accordance with Section 11.3 of this Agreement.
(d) Annual Appropriations and Funding. This Agreement may be subject to the
annual appropriation of funds by the August-Richmond County
Commissioners. Notwithstanding any provision herein to the contrary, if
funds are not appropriated for this Agreement, then Augusta, Georgia shall
be entitled to immediately terminate this Agreement, without penalty or
liability.
8.3 Responsibility for Inmate Health Care. Upon termination of this Agreement, all
responsibility for providing health care services to all inmates, including inmates receiving health
care servic.es at sites outside the Facility, will be transferred from PHS to the Facility
Administrator.
ARTICLE IX: COMPENSATION
9.1 Base Compensation. The City will pay to PHS the base price sum of $2,058,346.00
for the first twelve months of this Agreement, payable in equal monthly installments of
$171,528.83 each. PHS will invoice Augusta, Georgia thirty (30) days prior to the month in which
services are to be provided. Augusta, Georgia agrees to pay PHS on the first (1 st) day of the month
in which services are 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 to PHS will be prorated
accordingly for the shortened month.
9.2 Increases in Inmate Population. The parties agree that the annual base price is
calculated based upon an average daily inmate population of up to 1300. If the daily inmate
population exceeds 1300 inmates, then the compensation payable to PHS by Augusta, Georgia shall
be increased by a per diem rate of $1.85 for each inmate over 1300. The average daily inmate
resident population shall be calculated by adding the population or head count totals taken during
the day and dividing by the number of counts taken. The excess over 1300, if any, will be listed for
each day and all such excesses will be added together at the end of the month. This total will then
be multiplied by the per diem rate to arrive at the increase in compensation payable to PHS for the
month. For example, if there is an excess offive (5) inmates on three (3) different days in a month,
then PHS shall receive additional compensation of fifteen (15) times the per diem rate for that
month.
This per diem is intended to cover additional costs in those instances where minor, short-
term increases in the inmate population result in the higher utilization of routine supplies and
services. However, the per diem is not intended to provide for any additional fixed costs, such as
new staffing positions, which might prove necessary if the inmate population grows significantly
and if the population increase is sustained. In such cases, PHS reserves the right to increase its
staffing complement and adjust its contract price in order to continue to proviqe services to the
increased ::mmber of inmates and maintain the quality of care. This would be done with the full
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knowledge of the Facility Administrator and involved Augusta, Georgia officials, and following
appropriate notification to the Facility Administrator and Augusta, Georgia.
9.3 Compensation Escalator. The compensation (i.e., annual base price and per diem
rate as defi:led in Sections 9,1 and 9.2, respectively) to PHS for succeeding twelve (12) month
periods (after the first twelve months of the Agreement) shall be increased by the percentage
increase of the Professional Medical Services Category-Southeast Region listed in the Consumer
Price Index (CPI). The CPI adjustment for each successive twelve (12) month period shall be
determined by comparing the CPI professional medical services component for the most recent
period of the current contract year with the CPI for the same period of the prior year. The resultant
percentage increase shall be multiplied by the annual base price and shall also be multiplied by the
per diem rate to determine the subsequent annual price and the subsequent per diem rate.
9.4 Inmates from Other Jurisdictions. Medical care rendered within the Facility to
inmates from other jurisdictions housed in the Facility pursuant to contracts between Augusta,
Georgia and such other jurisdictions will be the responsibility of PHS, as limited by Section 1.7.
Medical care that cannot be rendered to such inmates, in the Facility, will be arranged by PHS, but
PHS shall have no fmancial responsibility for such services.
9.5 Responsibility for Work Release Inmates. Notwithstanding any other provisions of
this Agreement to the contrary, both parties agree that Augusta, Georgia inmates assigned to Work
Release are personally responsible for the costs of any medical services provided to them. PHS
may assist with arranging the necessary transportation for Work Release inmates to obtain medical
care.
ARTICLE X: LIABILITY AND RISK MANAGEl\1ENT
10.] Insurance. At all times during this Agreement, PHS shall maintain professional
liability insurance covering PHS, its employees and its officers in the minimum amount of at least
one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) in the
aggregate. In the event that the coverage changes, PHS shall notify the Facility Administrator in
writing. PHS shall also notify Augusta, Georgia or the Facility Administrator, in writing, of any
reduction in policy amounts or cancellation of insurance coverage.
10.2 Lawsuits Against the Facility Administrator or Augusta, Georgia. In the event that
any lawsuit (whether frivolous or otherwise) is filed against either the Facility Administrator,
employees or against Augusta, Georgia, its elected officials, employees and agents based on or
containing allegations concerning medical care of inmates or on the performance of PHS's
employees, agents, subcontractors or assignees, the parties agree that PHS, its employees, agents,
subcontractors, assignees or independent contractors, as the case may be, may be joined as parties
defendant in any such lawsuit and shall be responsible for their own defense and any judgments
rendered against them. Nothing herein shall prohibit any of the parties to this Agreement from
joining the remaining parties hereto as defendants in lawsuits fIled by third parties.
10.3 Hold Harmless. PHS agrees to indemnify and hold harmless Augusta, Georgia, its
agents, servants and employees from any and all claims, actions, lawsuits, damages, judgments or
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liabilities of any kind wbatsoever arising out of the operation and maintenance of the aforesaid
program of bealtb care services as conducted by PHS employees or agents, it being tbe express
understanding of tbe parties bereto tbat PHS sball provide the actual healtb care services, and have
complete responsibility for such health care services provided by its employees or agents and any
lawsuit ari~:ing solely out of sucb delivery of bealthcare. Tbe Facility Administrator sball
immediately notify PHS of any incident, claim or lawsuit of which the Facility Administrator
becomes aware and shall fully cooperate in tbe defense of such claim, but PHS sball retain sole
control oftl:.e defense while the action is pending.
ARTICLE XI: PENALTIES
11.1 Failure to Maintain Accreditation: PHS sball be penalized by Augusta, Georgia in
tbe amount af $10,000.00 if it fails to maintain Accreditation during the term of this Agreement, for
reasons under PHS' control.
11.2 Staffing: PHS sball be penalized by Augusta, Georgia for failure to meet personnel
coverage as establisbed in the attached Staffing Matrix at any time, based upon two (2) times tbe
average cost for medical and nursing personnel. Such rates are to be calculated by PHS and
provided to Augusta, Georgia on a quarterly basis.
11.3 Performance Adjustments: PHS sball be penalized by Augusta, Georgia, in tbe
amount of $1,000.00 per day for failure to meet standards of performance as outlined berein,
following a tbirty (30) day notice to PHS of the rigbt to cure, Provided, however, that no
performance adjustments sball apply during the first Ninety (90) days after tbe effective date of this
Agreement.
ARTICLE XU: MISCELLANEOUS
12.1 Independent Contractor Status. Tbe parties acknowledge that PHS is an independent
contractor. Nothing in this Agreement is intended nor shall be construed to create an agency
relationship, an employer/employee relationship, or a joint venture relationship among the parties.
12.2 Assignment and Subcontracting. PHS shall not assign this Agreement to any other
corporation without tbe express written consent of Augusta, Georgia and Facility Administrator,
which consent sball not be unreasonably withheld. Any such assignment or subcontract shall
include the obligations contained in this Agreement. Any assignment or subcontract shall not
relieve PHS of its independent obligation to provide the services and be bound by the requirements
of this Agreement.
12.3 Notice. Unless otherwise provided berein, all notices or otber communications
required or permitted to be given under this Agreement sball be in writing and sball be deemed to
have been duly given if delivered personally in hand or sent by certified mail, return receipt
requested, postage prepaid, and addressed to the appropriate party at the follow~g address or to
any other person at any other address as may be designated in writing by the parties:
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(a)
Augusta, Georgia:
Sheriff Ronald Strength
Law Enforcement Center
401 Walton Way
Augusta, GA 30901
With a copy to:
Robert Leverett
23 14 Tobacco Road
Augusta, GA 30906
And to:
Administrator, Augusta, Georgia
City-County Building
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530 Greene Street, 8 Floor
Augusta, GA 30911
(b)
PHS:
Gerard Boyle, President
Prison Health Services, Inc.
105 Westpark Drive, Suite 300
Brentwood, Tennessee 37027
With a copy to:
General Counsel
America Service Group Inc.
105 West Park Drive, Suite 300
Brentwood, Tennessee 37027
Notices shall be effective upon receipt.
12.4 Governing Law. This Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed according to, the laws of the State of Georgia, except as
specifically noted. All claims, disputes and other matters in question between the parties to this
Agreement arising out of or relating to the Agreement, or the breach thereof, shall be decided in the
Superior Court of Richmond County, Georgia. PHS, by executing this Agreement, specifically
consents to jurisdiction and venue in Richmond County and waives any right to contest jurisdiction
or venue in the Superior Court of Richmond County, Georgia.
12.5 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. No modifications or amendments to this Agreement shall be binding upon the parties
unless the same is in writing and signed by the respective parties hereto. All prior negotiations,
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agreements and understandings with respect to the subject matter of this Agreement are superseded
hereby.
12.6 Amendment. This Agreement may be amended or revised only in writing and
signed by all parties.
12.7 Waiver of Breach. The waiver by 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.
12.8 Other Contracts and Third-Party Beneficiaries. The parties agree that the Facility
Administrator shall take all reasonable steps necessary to insure availability of third party
reimbursement such as Medicaid and Medicare. 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
the Agreement is intended to be for their respective benefit only and not for the benefit of others
who might otherwise be deemed to constitute third-party beneficiaries hereof.
12.9 Severability. In the event any provision of this Agreement is held to be
unenforceable for any reason, the unenforceability thereof shall not affect the remainder of the
Agreement, which shall remain in full force and effect and enforceable in accordance with its
terms.
12.10 Force Majeure. Neither party shall be held responsible for any delay or failure in
performance (other than payment obligations) to the extent that such delay or failure is caused by
fue, flood, explosion, war, strike, embargo, government regulation, civil or military authority, act
of God, acts Dr omissions of carriers or other similar causes beyond its control.
12.11 Trial Duty, In the event PHS' personnel are required to devote time with regard to
litigation or threatened litigation by or on behalf of Augusta, Georgia, this shall be part of their
service time pursuant to this agreement. Augusta, Georgia shall be responsible for reasonable costs
of substitute personnel to fill positions which would be vacant due to such court or trial appearance
requirements .
12.12 Effect of This Agreement. This Agreement constitutes the complete understanding
between the parties with respect to the terms and conditions set forth herein and supersede all
previous written or oral agreements and representations. The terms and conditions of this
Agreement shall control over any terms and conditions in any solicitation, request for proposal,
proposal, purchase order, acknowledgment, or other written form, This Agreement may be
modified only in a writing that expressly references this Agreement and is executed by both of the
parties hereto,
12.13 Liaison. The Facility Administrator or his designee (so designated in writing by the
Facility Administrator) shall be the liaison with PHS.
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_II r ,~
IN lN1TNESS WHEREOF, the parties have executed this Agreement in their official
capacities with legal authority to do so.
AUGUSTA, GEORGIA
By:
~u \-6
By:
Title: Mayor of Augusta, Georgia
'-/ I,d /U I
Title:
Date: c:3}~1 l () I
Date:
ATTE~t~~
BY:tl-)ILZW ~
Title: Clerk of Augusta, Georgia
ATTEST:
Date:--41 / (} / () I
Ti . C porate Officer I'~\zu."\
Date:~lal
AugustaRichmondFinal3/ 19/0 1
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