Loading...
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: IS ScrJ\'u5 ------- , . 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 , . 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. 2 , . 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 3 , ' 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 4 , . 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 5 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. 6 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 7 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. 8 (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 9 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 10 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: 11 (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 . t11 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, 12 . . 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. 13 _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 14