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Home My WebLink AboutResolutions - 2012.02.16 - 19726February 16, 2019 REPORT (MISC. #12037) BY: Human Resources Committee, John A. Scott, Chairperson RE: Sheriff's Office — Contract for Health Firm Vendor to Provide Inmate Health Care and Manage the Sheriff's Jail Health Program TO: Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: The Human Resources Committee having reviewed the above referenced resolution on February 8, 2012 Reports with the recommendation the resolution be adopted. Chairperson, on behalf of the Human Resources Committee, I move the acceptance of the foregoing Report. HUMAN RESOURCES COMMITTEE HUMAN RESOURCES COMMITTEE VOTE: Motion carried on a roll call vote: Scott, Bosnic, Midleton, Dwyer, Nuccio, Weipert yes Zack, Hatchett, Greirnei, Covey - no February 16, 2012 MISCELLANEOUS RESOLUTION # 12037 BY: Public Services Committee, Jim Runestad, Chairperson IN RE: SHERIFF'S OFFICE — CONTRACT FOR HEALTH FIRM VENDOR TO PROVIDE INMATE HEALTH CARE AND MANAGE THE SHERIFF'S JAIL HEALTH PROGRAM To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: VVHEREAS the Sheriff requested that the County Purchasing Division send out a Request for Proposal (RFP) to have a private company operate the Medical Clinic within the Corrections area of the Oakland County Sheriff's Office; and WHEREAS proposals were received and evaluated and a vendor was selected; and WHEREAS Purchasing in conjunction with the Sheriff's Office and Corporation Counsel has recommended a proposed contract with Correct Care Solutions, Inc., (CCS) the recommended vendor; and WHEREAS the attached contract recommends an implementation date of February 29, 2012 and would be for a period of three (3) years; and WHEREAS in approving this contract the Sheriff's Office expects to realize a budget savings in excess of 31,200,000 over the 3 year period; and WHEREAS the Sheriff is requesting that one (1) GF/GP Medical Billing Specialist position (#01238) be transferred from the Corrective Services - Detention Facilities (4030350) Division to the Administrative Services (4030201) Division to assist in the monitoring and payment of this contract; and WHEREA the Sheriff also requests that position number 01238 be laterally reclassified from Medical Billing Specialist to Technical Assistant equal to a salary grade level 8, overtime non-exempt. WHEREAS implementation of this contract will necessitate the deletion of twenty-seven (27) positions within the Jail Health Program Unit (4030350), and the deletion of this Unit in the Corrective Services, Sheriff's Office. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the attached contract with Correct Care Solutions, Inc., to operate the Jail Health program within the Oakland County Sheriff's Office. BE IT FURTHER RESOLVED that the following GF/GP positions be deleted February 29, 2012: Position Title 1 Chief-Corrections Program Services 1 Clinical Health Specialist 2 Nursing Supervisor 2 Licensed Practical Nurse Office Supervisor I 16 Correctional Health Nurse Office Assistant ii Student Position # 4030350-06438 4030350-06675 4030350-07926, 09276 4030350-06674, 10222 4030350-01631 4030350-02421, 02933, 05433, 05434, 05435, 05436, 06436, 06437, 06673, 06704, 06705, 06706, 06707, 07925, 09554, 10221 4030350-01805, 03505, 10421 4030350-10422 BE IT FURTHER RESOLVED to delete the Jail Health Program Unit (4030350) in the Corrective Service Detention Facilities, Sheriff's Office. IT FURTHER RESoL\IF_n that one (1) I(Lii Medical PLJ Specialist position (41* 01)38) be transferred fromLi Li the Corrective Services - Detention Facilities (4030350) Division to the Administrative Services (4030201) Division. BE IT FURTHER RESOLVED that position number 01238 be laterally reclassified from Medical Billing Specialist to Technical Assistant equal to a salary grade level 8, overtime non-exempt. Chairperson, on behalf of the Public Services Committee, I move adoption of the foregoing resolution. PUBLIC SERVICES COMMITTEE Pubnlic Services Committee Vote: Motion carried on a roll call vote: Runestad, Dwyer, Taub, Bosnic, Matis — yes McGillivray, Gershenson, Jackson, Covey - no COUNTY OF OAKLAND 2100 Pontiac Lake Road Waterford, MI 48328 (herein, the "County") irOAKLAND COUNTY MICHIGAN VVKP Sheriff L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY- PURCHASING DIVISION Event 001865 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER: 003413 Contract Expiration Date: 2/28/2013 Contract - NOT TO EXCEED AMOUNT S 5,600,000.00 This "Contract" is made between the COUNTY OF OAKLAND, a Michigan Constitutional Corporation, hereinafter called "County", and the "Contractor" as further described in the following Table. In this Contract, either Contractor or the County may also be referred to individually as a "Party" or jointly as the "Parties". CORRECT CARE SOLUTIONS, LLC Jeff Tracze),vski 3343 Perimeter Hill Drive, Suite 330 Nashville, TN 37211 Vendor 1.D. No. 17144 (herein the "Contractor") This Contract is organized and divided into the following "Section" or "Sections" for the convenience of the Parties. SECTION 1. CONTRACT DOCUMENTS AND DEFINITIONS SECTION 7. CONTRACT EFFECTIVE DATE AND TERMINATION SECTION 3. SCOPE OF CONTRACTOR'S SERVICES SECTION 4, COUNTY PAYMENT OBLIGATION FOR CONTRACTOR'S SERVICES SECTION 5. CONTRACTOR ASSURANCES AND WARRANTIES SECTION 6. CONTRACTOR PROVIDED INSURANCE AND-INDEMNIFICATION SECTION 7. GENERAL TERMS AND CONDITIONS OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET- PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 1 Rev 2010/09/16 OAKLAND COUNTY In consideration of the mutual promises, obligations, representations, and assurances in this Contract, the Parties agree to the following: §1. CONTRACT DOCUMENTS AND DEFINITIONS The following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular or plural, possessive or non-possessive, and/or either within or without quotation marks, shall be defined and interpreted as follows: 1.1. "County" means the County of Oakland, a Municipal and Constitutional Corporation, its departments, divisions, authorities, boards ; committees, and "County Agent" as defined below. 1.2. "County Agent" means all elected and appointed officials, directors, board members, council members, commissioners, employees, volunteers, representatives, and/or any such persons' successors (whether such person act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them. "County Agent" shall also include any person who was a "County Agent" anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and serving as an Agent. 1.3. "Contract Administrator" or "County Representative" means the individual by the County to act as a liaison between the County and the Contractor. Any questions or problems the Contractor may have concerning the work under this Contract should be . directed to this individual. 1.4. "Contract Documents" means the following documents hich are included and fully incorporated into this Contract: 1.4.1 Exhibit I: Contractor Insurance Requirements. 1.4.2 Exhibit II: Scope of Contractor's Serviters. 1.5. "Contractor Employee" means withoulimitation, any employees ; officers, directors, members ; managers, trustees, volunteers,,attorneys,•and representatives of Contractor ; and also includes any Contractor licensees, concessionaires, contractors, subcontractors, independent contractors, contractor's suppliers, subsidiaries ; joint ventures or partners, and/or any such persons, successors or predecessors, employees, (whether such persons act or acted in their personal, representative or official capacities), and/or any and all persons acting by, through, under, or in concert with any of the above. "Contractor Employee" shall also include any person who was a Contractor Employee at anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.6. "Subcontractor" includes only those having a direct contact with the Contractor in the way of labor or materials worked to a special design. One who merely furnishes material to the Contractor is not included in this definition, 1.7. "Claims" means any alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceeding's, judgements, deficiencies, liability, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are imposed on, incurred by, or asserted against the county, or for which the county may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 2 Rev 2010/09/16 OAK 1 OAKLAND COUNTY 1.8. "Day" means any calendar day, which shall begin at 12:00:01 a.m. and end at 11:59:59 p.m. 1.9. "Working Day" means any calendar day except Saturday, Sunday, and County legal holidays. 1.10. "E-Verify" is an Internet based system operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA) that allows participating employers to electronically verity the employment eligibility of their new hired employees. For more information and to register visit https://e-verify.uscis.gov/enroll/. 1.11. "Written Notice" shall be considered properly served if delivered in person to the Contractor, or to a member or office of his company; also if delivered at, or sent by registered mail to, the last known business address of the Contractor, 1.12. "Intellectual Property" means any developments, improvements, designs, innovation, and materials that may be the subject of a trademark/servicemark,,copyright or patent, trade secrets or Proprietary Information. 1.13. "Proprietary Infonmation" means ideas, concepts; inventions and processes related to the development and operation of computer software and systems such as source code, object code, security procedures and passwords. §2. CONTRACT EFFECTIVE DATE AND TERMINATION 2.1. The effective date of this Contract shall be as stated on the first page of this Contract, and unle otherwise terminated or canceled as provided below, it shall end at 11:59:59 p.m. on the "Col-,t •a.ct Expiration Date" shown on the firstspage of this Contraet,,at which time this Corm act exriires without any further act or notice of either Party, being required. The Parties are under no obligation to renew or extend this Contract after Contract Expiration Datc,'. Notwithstanding the above, under no circumstances shall this Contract be effective and binding and no payments to the Contractor shall be due or owing for any Contractor services until andnniess: 2.1.1. This Contract is signed by a Contractor Employee, legally authorized to bind the Contractor. 2.1.2. Any and all Contractor Certificates of Insurance and any other conditions precedent to the Coritract. have been submitted and accepted by the County.. 2.1.3. This Contract is signed by an authorized agent of the Oakland County Purchasing Division, as provided for on the signature page of this Contract, who shall be the final signatory to this 'Contract. 2.2. Either partymay terminate and/or cancel this Contract (or any part thereof) at any time during the term, any renewal, or any extension of this Contract, upon ninety (90) days written notice tothe other party, for any reason, including convenience without incurring obligation or penalty of any kind. Notwithstanding the above, if the County is being reimbursed for any cost or expenses incurred under this Contract by any third party, including any Federal, State or local governmental agency, and any such third party funding is terminated, the County may terminate, end or cancel this Contract immediately upon written notice to the Contractor. The effective date for termination or cancellation shall be clearly stated in the written notice. 2.3. The County's sole obligation in the event of termination is for payment for actual services rendered by the Contractor before the effective date of termination. Under no circumstances shall the County be liable for any future loss of income, profits, any consequential damages or any loss of business opportunities, revenues, or any other economic benefit Contractor may have realized but for the termination and/or cancellation of this Contract. The County shall not be obligated to pay OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (IIIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 . Page 3 Rev 2010/09/16 OAKLAND COUNTY Contractor any cancellation or termination fee if this Contract is cancelled or terminated as provided herein. 2.4. Contractor may terminate and/or cancel this Contract (or any part thereof) at anytime upon one hundred and eighty days (180) days written notice to the County, if the County defaults in any obligation contained herein, and within the one hundred and eighty days (180) notice period the County has failed or has not attempted to cure any such default. The effective date of termination and/or cancellation and the specific alleged default shall be clearly stated in the written notice. 2.5. tinder no circumstances shall the County be obligated to .pay the contractor for any Services rendered or Goods delivered which have not been invoiced, as required herein, within sixty (60) days of the date such Goods were actually delivered to the County or Services were actually rendered pursuant to this Contract. 3. SCOPE OF CONTRACTOR'S SERVICES 3.1„ The Contractor shall perform all work identified and itemized in Exhibit II: "Scope of Contractor's Services". COUNTY PAYMENT OBLIGATIONS FOR CONTRACTOR'S SERVICES 4.1, Except as otherwise expressly provided for in this Contract, the County's sole financial obligation to the Contractor for any services under this Contract shall be: 4.1.1. In no event, shall the County's,amount due and owing the Contractor for any and all services rendered exceed the amount identified as the "NOT TO EXCEED AMOUNT" on the first page of this Contract. In the event the Contractor can reasonably foresee the total billings for its services will exceed this "NOT TO EXCEED AMOUNT", the Contractor shall provide the County with notice of this contingency at least fifteen (15) Days before this event. 4.1.1. The Contractor shall submit Lin invoice to the County which shall itemize all amounts due and/or owing by the County underthis Contract, as the date of the invoice. The invoices shall be submitted in the form and schedule approved by the County. The County shall have no obligation to make payment until a proper invoice of service is submitted. The County reserves the right to make partial payments on account of the amount due the Contractor as the work progresses. • 4.2. Payment Schedule. 4.2.1 Payment schedule as specified in Exhibit II Scope of Contractor's Services. 4.2.1. Final payment for the work performed under this Contract shall not be made until all work is satisfactorily performed and final clean-up has been performed. 4.3. Under no circumstances shall the County be responsible for any cost, fee, fine, penalty, or direct, indirect, special, incidental or consequential damages incurred or suffered by Contractor in connection with or resulting from the Contractor's providing any services under this Contract. 4.4. The County has the right to offset any amounts due and owing to the Contractor should the County incur any cost associated with this Contract that is the obligation of Contractor under this Contract. This includes withholding payment in the amount of any County provided equipment, supplies or . OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET -• PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 4 Rev 2010/09/16 MOIsiosire is i OAKLAND COUNTY identification badges that are not returned by Contractor upon completion of the services provided under this Contract. 4.5. This Contract does not authorize any in-kind services by either Party, unless expressly provided herein. 4.6. Change Order Process. 4.6.1. Changes in the Contract, Contract price or Scope of Work shall only occur in writing signed by both parties via a "Contract Change Order". 4.6.2. Contract Change Orders shall be used to reflect additions to, reductions in, or changes to the Scope of Work (Exhibit 11), Contract price, or any other changes to the Contract. 4.6.3. The Contract Change Order shall indicate the reason for the addition, reduction, change, the cost impact, the new total Contract price and the resulting impact on the work schedules, 5. CONTRACTOR'S ASSURANCES AND WARRANTIES 5.1. The Contractor certifies that all statements, assurances, records, and materials submitted to County in connection with securing this Contract have been truthful, complete and accurak in all respects. The Contractor agrees and understands that any material false statement, representation or omission made in connection with its seeking or obtaining this Contract may be ground's for canceling or terminating this Contract and/or debarring the Contractor from future County contracts. The County's right to cancel this Contract aspiovided herein shat; he in addition to any other rights the County has to terminate or cancel this Contract. 5.2. Service Warranty. Contractor warrants that all services performed hereunder will 6 performed in a manner that complies with all- applicable laws, statutes. rcrlitytions, ordinances, and professional standards. 5.3. Business and Professional Licenses. The Contractor will obtain and maintain at all times during the term of this:Contract all applicable business and professional licenses necessary to provide the contracted Services. 5.4. Equipment and Supplies. The Contractor is responsible for providing equipment and supplies requireclao complete the specified servicesunder the Contract unless otherwise expressly set forth in the Contract, 5.5. Taxes. The Contractor shall pay, its own local, state and federal taxes, including without limitation, social securitytaxes, and unemployment compensation taxes. The County shall not be liable to or be required to reimburse the Contractor for any federal, state and local taxes or fees of any kind. 5.6. Contractor's IncidentatExpenses. Except as otherwise expressly provided in this Contract, the Contractor shall be solely responsible and liable for all costs and expenses incident to the performance of all services for the County including, but not limited to, any professional dues, association fees, license fees, fines, taxes, and penalties. 5.7. E-Verify. In accordance with Miscellaneous Resolution No.09116 (BOC Minutes, July 30, 2009, pp 37-38), unless otherwise exempted, all service contractors and/or vendors who wish to contract with the County to provide services must first certify they have registered with, will participate in, and continue utilize, once registered, the E-Verify Program (or any successor program implemented by the federal .government or its departments or agencies) to verify the work authorization status of all OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (111PAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 5 Rev 2010/09/16 I f' OAKLAND COUNTY newly hired employees employed by the contractors and/or vendors. Breach of this term or conditions is considered a material breach of this agreement. 5.8. Contractor's/Vendor's execution of this agreement constitutes a certification that they are authorized to certify on behalf of contractor/vendor and do hereby certify on behalf of contractor/vendor that the contractor/vendor has registered with, has and will participate in, and does and will continue utilize once registered and throughout the term of this contract and any permissible extension hereof, the E-Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by the contractors and/or vendors. 5.9. Contractor Employees. 5.9.1. The Contractor shall employ and assign qualified Contractor Employees as necessary and appropriate to provide the services under this Contract. Contractor shall ensure all Contractor Employees have all the necessary knowledge, Skill, and qualifications necessary to perform the required services and. possess any necessary licenses, permits, certificates, and governmental authorizations as may required by law. 5.9.2. The Contractor shall solely control, direct, and supervise all Contractor Employees with respect to all Contractor obligations under this Contract. The Contractor will be solely responsible for and fully liable for the conduct and supervision of any Contractor Employee. 5.9.3. All Contractor Employees shall wear and display appropriate County provided identification at all times while working on County premises. The Contractor shall return all County provided identification when any of the following situations occur: (1) Upon completion of the last day of work provided under this Contract: (2) when a Contractor Employee has completed-the work under this Contract; or (3) when -a Contractor Employee no longer works for Contractor: 5.9.4. All Contractor Employees assigned to work under this Contract may, at the County's discretion, be subject to a security check and clearance by the County. 5.9.5. All newly hired Contractor Employees, unless otherwise excluded under Misc. Resolution No. 09116 must undergo employment eligibility verification through the E-Verify system. Failure of to verify newly hired employees is a material breach of this agreement. 5.10. Contractor Employee-Related Expenses. All Contractor Employees shall be employed at the Contractor's sole expense (including employment-related taxes and insurance) and the Contractor warrants that all Contractor Employees shall fully comply with and adheres to all of the terms of this Contract. The Contractor shall be solely and completely liable for any and all applicable Contractor Employee's federal, state, or local payment withholdings or contributions and/or any and all Contractor Employee related pension or welfare benefits plan contribution under federal or state law. The Contractor shall indemnify and hold the County harmless for all Claims against the County by any Contractor Employee, arising out of any contract for hire or employer-employee relationship between the Contractor and any Contractor Employee, including, but not limited to, Worker's Compensation, disability pay or other insurance of any kind. 5.11. Full Knowledge of Service Expectations and Attendant Circumstances. The Contractor warrants that before submitting its bid and entering into this Contract, it had a full opportunity to review the OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 6 Rev 2010/09/16 OAKLAND COUNTY proposed services, examine all measurements, dimensions, and existing conditions of the work area for this Contract and to review all County requirements and expectations under this Contract. The Contractor is responsible for being adequately and properly prepared to execute and perform this Contract. The Contractor has satisfied itself in all material respects that it will be able to perform all obligations under the Contract as specified herein. 5.12. The Contractor's Relationship To The County Is That Of An Independent Contractor. Nothing in this Contract is intended to establish an employer-employee relationship between the County and either the Contractor or any Contractor Employee. All Contractor Employees assigned to provide services under this Contract by the Contractor shall, in all cases, be deemed employees of the Contractor and not employees, agents or sub-contractors of County. 6. CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION 6.1. Indemnification. 6.1.1. The Contractor shall indemnify and hold the County harmless from any and all Claims which are incurred by or asserted against the County by any person or entity, alleged to have been caused or found to arise, from the acts, performances, errors, or ()Missions of the Contractor or Contractor's Employees, including, without limitation, all Claims relating to injury or death of any person or damage to any property. 6.1.2. The indemnification rights contained in this Contract are in excess and over and above any valid and collectible insurance rights/policies. During the term of this Contract, if ti -h- validity or collectability of the Contractor's insurance is disputed by the insurance company, the Contractor shall indemnify the County for all claims,asserted against the County and if the insurance company prevails, the Contractor shall indemnify the County for uneollectible accounts. 6.1.3. The Contractor shall have no rights against the County for any indemnification (e.g., contractual, equitable, or by implication), contribution, subrogation, and/or any other right to be reimbursed by he County except as expressly provided herein. 6.1.4. The Contractor waives and releases all actions, liabilities, loss and damage including any •Subrogated rights it may have against the County based upon any Claim brought against the County suffered by a Contractor Employee. 6.1.5. Nothing in this Contract will require Contractor to indemnify or hold harmless the County from liability to the extent fault is apportioned to the negligent or wrongful acts or omissions of the County or its officers, agents, servants or employees as determined by judgment and adjudicated by a Court of competent jurisdiction, nor will Contractor be required to indemnify and hold harmless the County from liability for independent causes of action alleging intentional tort by the County, its officers, agents, servants or employees. The obligations under this Section will survive the termination of this Contract. 6.1.6. For any Claim for which Contractor has indemnification responsibility under this Contract, Contractor will have full control of the defense, including but not limited to the selection of counsel and settlement authority. 6.1.7. Upon termination or expiration of the Contract for any reason and thereafter, with respect to any third-party claims related to this Contract, the County will ensure that Contractor will be OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (IIIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 7 Rev 2010/09/16 I I _ OAK IAN D OAKLAND COUNTY 1 II timely provided with copies of any needed medical records for purposes of providing a defense for either the County or Contractor. If medical services have been transitional to another provider, the County will require that provider to cooperate with Contractor in obtaining copies of records related to the claim. This provision will survive the termination or expiration of this Contract. 6.2. Contractor Provided Insurance. 6.2.1. At all times during this Contract, including renewals or extensions, Contractor shall obtain and maintain insurance according to the specifications indicated in Exhibit I: Contractor Insurance Requirements. 7. GENERAL TERMS AND CONDITIONS 7.1. Notification and Access to County Facilities, 7.1.1. While the Contractor retains the right to perform work a any time, the Contractor shall give the County three (3) working days notice before commencement of work under this Contract and the Contractor must obtain prior permission from the County for access to County facilities after the County's regular business hours. 7.1.2. The County shall have full access to the work site and full access to the off-site preparation and fabrication facilities. 7.2. Use of County's Premises. The Contractor shall confine its equipment, apparatus, materials and products, and operations of Contractor Employees to the limits indicated by law, ordinances, permits or directions of the County and shall not:unnecessarily encumber the work site and County premises with its materials, products, or equipment. 7.3. Damage to County Property and Premises. 7.3.1. The Contractor Shall be' responsible for any damage to the County premises or property and the work site that is caused by the Contractor or Contractor Employees. 7.3.2. The Contractor <;liall take all necessary measures to prevent damage to County property and premises including other areas of the building and grounds and buildings and grounds located Qrliarpnt tn 14i cito iltuf Lavvaat, •I 11 JILV. 7.3.3. Should damage occur as a result of the Contractor's actions or the actions of the Contractor Employees, the Contractor is responsible for the repair and/or replacement of the damage. If the Contractor fails to repair or replace the damage, the County shall repair and/or replace the damaged area and charge the Contractor or deduct the amount from the Contractor's payment, at the County's option. 7.4. Cleaning. 7.4.1. The Contractor shall at all times keep the work site, the County's property and premises, the adjoining property and premises, driveways, and streets clean of rubbish and debris. At the completion of this Contract, Contractor shall remove all rubbish, debris, tools, equipment, temporary work and surplus materials from and about the work site and shall leave the work site clean and ready for use. If the Contractor does not perform such cleaning immediately upon request, the County may perform such cleaning and charge the cost to the Contractor. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 8 Rev 2010/09/16 OAKLAND COUNTY do not conform to the Drawings and Specifications as set forth in Exhibit ill Cif Applicable) or the conditions of the Contract as determined by the County. 7.5.10. The County shall have the right to order the work wholly or partially stopped until the objectionable work, materials, products, fixtures or apparatus are removed or to declare the Contract forfeited for non-performance or not being executed according to the intent or meaning of the Drawings and Specifications, set forth in Exhibit III. (if Applicable) 7.5.11. Contractors working for Oakland County are responsible for being adequately and properly prepared to execute the Contract. They are expected to maintain high standards or workmanship, representing the best traditions of the trade. 7.5.12. In the event the Contractor shall fail, negFict, orreftise to perform any or all of his duties under this Contract, the County, after giving the Contractor seven (7) calendar days notice in writing, may perform or employ another entity to perform such duties under the Contract and charge the Contractor or deduct the amount from the Contractor's payment duo under this Contract, at the County's option. 7.5.13. All materials, products and work used in the performance of this Contract shall comply with all applicable federal, state and local codes. 7.6. Safety. As stated in Exhibit Ii 7.7. Guarantees. As stated in Exhibit Il 7.8. Bonding Requirements. As stated in Exhibit II 7.9. Liens. As stated in Exhibit II 7.10. Cumulative Remedies. A Party's exercise of an .y remedy..shall not. preclude the exercise of any other remedies, all of which shall be cumulative. A Patty shall have the right, in its sole discretion, to determine which remedies are to be exercised and in which order. 7.11. Survival of Terms and Conditions. The following terms and conditions shall survive and continue in full force beyond the termination and/or cancellation of this Contract (or any part thereof) until the tents and conditions are fully satisfied or expire by their very nature: "CONTRACTOR'S ASSURANCES AND WARRANTIES"; "CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION"; "Damage Clean Up To County Property and/or Premises"; "Audit". "Severability": "Governing Law/Consent To Jurisdiction And Venue"; and "Survival of Terms And Conditions". 7.12. County Right to Suspend Services. Upon written notice, the County may suspend performance of this Contract if Contractor has failed to comply with federal, state, or local laws, or any requirements contained in this Contract. The right to suspend services is in addition to the County's right to terminate and/or cancel this Contract. The County shall incur no penalty, expense, or liability to Contractor if the County suspends services under this Section. Except in exigent circumstances or as OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 10 Rev 2010/09/16 OAKLAND COUNTY t otherswise dictated by law, the County will provide a cure period of at least thirty (30) days to the Contractor prior to exercising its rights hereunder. 7.13. No •Third Party Beneficiaries. Except as provided for the benefit of the Parties or except as . specifically set forth in the Contract, this Contract does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to be indemnified, right to be subrogated • • to the Parties' rights in this Contract, and/or any other right, in favor of any other person or entity. 7.14. Compliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes, ordinances, regulations, insurance policy requirements, and requirements applicable to its activities under this Contract, including zoning and building codes.and•MIOSHA guidelines. 7.15. Permits and Licenses. Contractor shall be responsible for obtaining and maintaining throughout the term of this Contract all licenses, permits, certificates, and governmental authorizations necessary to perform all of its obligations under this Contract and to conductbusiness.under this Contract. Upon request by the County, Contractor shall furnish copies of any permit, license, certificate or governmental authorizations necessary to provide services under this Contract. The Contractor shall • deliver all certificates of inspection to the County, if applicable, 7.15.1. The Courtly Representative or Contract Administrator shall act as inspector for this project. 7.15.2. The inspector shall have access to the Work -undebthis Contract. Off-site preparation„ fabrication, or execution of Work under this Contract shall be inspected as required. 7.16. Discrimination. Contractor shall not discriminate against any employee or applicant for employment because of sex, race, religion, color, national origin, or handicap in violation of State and Federal 7.16.1..Contractor shall promptly notify the,Cotinty of any -complaint or charge filed and/or determination by any Court or administrative agency of illegal discrimination by Contractor. 7.16.2. The County, in its discretion, may consider any illegal discrimination described above as a _breach. of this Contract andmay terminate or cancel this Contract immediately with notice. 7.17. Reservation of Rights. This Contract does not, and is not intended to impair, divest, delegate, or contravene any constitutional, statutory, and/Or other legal right, privilege, power, obligation, duty, or immunity of the County... 7.18. Force Majeure. Notwithstanding any other term or provision of this Contract, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause...Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, any law, order,„•regulation, direction, action, or request of the United States government or of any other government, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, or other labor difficulties. Reasonable notice shall be given to the affected Party of any such event. The Contractor is expected, through insurance or alternative temporary or emergency service arrangements, to continue its obligations under this contract in the event of a reasonably anticipated, insurable business risk such as business interruption and/or any insurable casualty or loss. 7.19. Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.321, et seq.), no contracts shall be entered into between the County, including all agencies and departments OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 11 Rev 2010/09/16 OAKLAND COUNTY thereof, and any County Agent. To avoid any real or perceived conflict of interest. Contractor shall identify any Contractor Employee or relative of Contractor's Employees who are presently employed by the County. Contractor shall give the County notice if there are any County Agents or relatives of County Agents who are presently employed by Contractor. 7.20. Grant Compliance. If any part of this Contract is supported or paid for with any state or federal funds granted to the County, the Contractor shall comply with all applicable grant requirements_ 7.21. Project Managers. Each Party shall designate an employee or agent to act as a Project Manager. The Project Managers shall serve as a contact point for all matters related to the services to be performed under this Contract. The Contractor's Project Manager shall coordinate with the County's Project Manager; the Contractor shall provide the name and qualifications of its Project Manager and an alternate. 7.22. Contract Administrator, Each Party may designate an employee or agent to act as Contract Administrator. The County's Contract Administrator shall be responsible for such activities as monitoring deliverables and funding, addressing the quality of services provided by the Contractor. reviewing invoices and submitting requests to the County's procurement authority for any contract modification in accordance with Sections 7.32 of this Contract. 7.23. Dispute Resolution. All disputes.arising under or relating to the execution, interpretation : performance, or nonperformance of this Contract involving or affecting the Parties may first be submitted to the respective Project Managers and Contract Administrators for possible resolution. The Project Managers and Contract Administrators may promptly meet and confer in an effort to resolve such dispute. ifthe.Projec[ Managers cannot resolve the dispute in five (5) business days, the dispute may be submitted to the signatories of this Contract or their successors in office. The signatories of this Contract may meet promptly and confer in an effort to resolve such dispute. 7.24. Access and Records: Contractor will maintain accurate hooks and records in connection with the services provided under this Contract for thirty-six (36) months after end of this Contract, and provide the County with reasonable access to such' and records. 7.25. Audit. ,Contractor shall allow the County's Auditing Division, or an independent auditor hired by the County, to perform finance compliance audits with the authority to access all pertinent records and interview any Contractor Employee throughout the term of this Contract, and for a period of three years after final payment. 7.25.1. Contractor shall explain any audit finding, questionable costs, or other Contract compliance deficiencies to the County within thirty (30) business days of receiving the draft audit report. Contractor's written response shall include all necessary documents and information that refute the draft audit report, and an action plan to resolve the audit findings. A copy of the Contractor's response will be included in the final report. Failure by the Contractor to respond in writing within thirty (30) business days shall be deemed acceptance of the draft audit report, and will be noted in the final report. 7.26. Delegation /Subcontract/Assignment. 7.26.1. The Contractor shall not assign, delegate, or subcontract any part of this Contract without the prior written consent of the County. The parties understand and agree that in accordance with the corporate practice of medicine doctrine, Contractor will obtain medical services for OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 12 Rev 2010/09/16 OAKLAND COUNTY purposes of this Contract through an agreement with CCS Michigan Medical Services, P.C., and no additional approval for this subcontract arrangement is required. 7.26.2. The rights and obligations under this Contract shall not be diminished in any manner by assignment, delegation or subcontract. 7.26.3. Any assignment, delegation, or subcontract by Contractor must include a requirement that the assignee, delegee, or subcontractor will comply with the rights and obligations contained in this Contract. 7.26.4. The Contractor shall remain primarily liable for all work performed by any subcontractors, The Contractor shall remain liable to the County for any obligations under the Contract not completely performed or incorrectly performed by any Contractor delegec or subcontractor. 7.26.5. The Contractor shall be fully responsible to the County for the acts and omissions of its subcontractors. 7.26.6. Should a subcontractor fail to provide the work as required by the Contract, the Contractor shall contract with another entity to perform the work in a timely manner. Any additional costs associated with securing a competent subcontractor and performing the required work shall be the sole responsibility of the Contractor. 7.26.7. The County reserves the right to let other contracts in connection with this Woi eve if of like character to the Work under this Contract. Th. ! Contractor shall coordinate his work with theirs. 7.26.8. If any part of the Contractor's services depends upon the work of any other contractor or subcontractor; the Contractor shall:inspect and promptly report to the County any defects in such work that shall render it unsuitable. The failure to inspect and report shall constitute an acceptance of the other contractor's or subcontractor's services. 7.26.9. This Contract cannot be Sold. 7.26.10.'In the event that a Petition in Bankruptcy is filed and there is an assignment of this Contract by a Court, the County may declare this Contract null and void. 7.27. Non Exclusive Contract. No proVision in this Contract limits, or is intended to limit, in any way the Contractor's right to offer and provide its services to the general public, other business entities, municipalities, or governmental agencies during or after the term of this Contract. Similarly, this Contract is a non-exclusive agreement and the County may freely engage other persons to perform the same work that the Contractor performs. Except as provided in this Contract, this Contract shall not be construed to guarantee the Contractor or any Contractor Employee any number of fixed or certain number or quantity of hours or services to be rendered to the County. 7.28. No Implied Waiver. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any right or remedy under this Contract shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Contract. No waiver of any term, condition, or provision of this Contract, whether by conduct or otherwise, in one or more instances, shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Contract. No waiver by either Party shall subsequently affect its right to require strict performance of this Contract. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (IIIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 . Page 13 Rev 2010/09/16 OAKLAND COUNTY 7.29. Severability, If a court of competent jurisdiction finds a term, condition, or provision of this Contract to be illegal or invalid, then the term, condition, or provision shall be deemed severed from this Contract. All other terms, conditions, and provisions of this Contract shall remain in full force and effect. Notwithstanding the above, if Contractor's promise to indemnify or hold the County harmless is found illegal or invalid, Contractor shall contribute the maximum it is permitted to pay by law toward the payment and satisfaction of any Claims against the County. 7.30. Captions. The section and subsection numbers, captions, and any index to such sections and subsections contained in this Contract are intended for the convenience of the reader and arc not intended to have any substantive meaning and shall not be interpreted to limit or modify any substantive provisions of this contract. Any use of the singular or plural number, any reference to the male, female, or neuter genders, and any possessive or nonpossessive use in this contract shall be deemed the appropriate plurality, gender or possession as the context requires. 7.31. Notices. Notices given under this Contract shall be in writing and shall either be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given when one of the following occur: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 7.31.1. If notice is .tlent to the Contractor, it shall be addressed to the individual and sent to the address listed on the first pace of this Contract. 7.31.2, If notice is sent to the County, it shall be:addressed to the Contract Administrator and sent to the address listed on the first page of this Contract. 7.31.3. Either Party May chaitte the address or individual to which notice is sent by notifying the other party iftwriting of the change. 7.32. Contract Modifications or Amendments. Any modifications, amendments, recisions, waivers, or releases to this Contract must be in writing and agreed to by both Parties. Unless otherwise agreed, the modification, amendment, recision, waiver, or release shall be signed by an expressly authorized Contractor Employee and by the same person who signed the Contract for the County or other County Agent as authorized by the Oakland County Board of Commissioners. 7.33. Precedence of Documents. In the event of a conflict between the terms and conditions in any of the documents comprising this Contract, the conflict shall be resolved as follows: 7.33.1. The terms and conditions contained in this main Contract document shall prevail and take precedence over any allegedly conflicting provisions in all other Exhibits and documents. 7.34. Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Contract shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. The choice of forum set forth above shall not be deemed to preclude the enforcement of any judgement obtained in OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (141PAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 - Pave 14 Rev 2010/09/16 OAKLAND COUNTY such forum or taking action under this Contract to enforce such judgement in any appropriate jurisdiction. 7.35. Contractor Use of Confidential Information, The Contractor and/or Contractor Employees shall not reproduce, provide, disclose, or give access to Confidential Information to any third party, or to any Contractor Employee not having a legitimate need to know any such information and data, and shall not use the Confidential Information for any purpose other than performing its services under this Contract. Notwithstanding the foregoing, Contractor may disclose the Confidential Information if required by law, statute or other legal process; provided thatContractor (i) gives County prompt written notice of an impending disclosure, (ii) provides reasonable assistance to County in opposing or limiting the disclosure, and (iii) makes only such diselosure as is compelled or required. 7.35.1. This Contract imposes no obligation upon Contractor with respect to any Confidential Information which Contractor can establish by legally sufficient evidence; (i) was in the possession of, or was known by Contractor, prior to its receipt from the County, without an obligation to maintain its confidentiality; or (ii) is obtained by Contractor from a third party having the right to disclose it, without an obligation to keep such information confidential. 7.35.2. As used in this Contract, Confidential information means all intorinaton that the County is required or permitted by law to keep confidential: 7.36. Contractor Use of County LicensedlSoftware. In order tor the Contractor to perform its services under this Contract, the County may permit Contractor Or Contractor Employees to access certain copyrighted Software licensed to the County. Contractor or Contractor Employees shall not: transfer, remove, use, copy, or otherwise provide or 'make available any such copyrighted Software or Documentation to any other person or entity, for any purpose, without the prior written consent of the County and/or the iicensor. Furthermore. neither the Contractor nor Contractor Employee shall product a source listing, deco:1101e, disassemble, or otherwise reverse engineer any copyrighted Software. Neither the ContractorTior Contractor Employee shall use any copyrighted software contrary to the provisions of any applicable Software license agreement or state or federal law. 7.37. Assignment of Rights. In consideration for the work Contractor performs under this Contract, and the fees paid to Contractor for services, Contractor agrees to the following: 7.37.1. Contractor shall have no copyright, patent, trademark or trade secret rights in County Intellectual Property. 7.37.2. Any' and all programs ; inventions and other work or authorship developed by Contractor while performing services to County are works made for hire, created for and owned exclusively by County, 7.37.3. Contractor assigns to County all rights and interest in County Intellectual Property, which Contractor has made or conceived, or may make and conceive, either solely or jointly with others, either on or off county premises (1) while providing services to County, or (2) with the use of the time, materials or facilities of the County'. 7.37.4. Contractor shall sign any papers necessary for patents, copyrights or trademark registrations to give title to County. 7.38. Confidential Information. Contractor acknowledges: OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (111PAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 15 Rev 2010/09/16 1( I AN Mossonst.P OAKLAND COUNTY 7.38.1. That the County is developing and using Proprietary Information and Intellectual Property that is valuable to its operations. The County has instituted policies and procedures to protect this information. In performance of its obligations under this Contract, Contractor may become acquainted with County Proprietary Information and Intellectual Property. 7.38.2. Either during or after the term of this Contract, Contractor shall not disclose to anyone or use any County Proprietary Information and Intellectual Property disclosed to Contractor while providing services to County under this Contract. This obligation does not apply to information after it becomes generally known to the public. 7.38.3. Contractor shall not disclose any Intellectual Property:belonging to a third party that Contractor learns about by virtue of providing -services to the County. 7.39._Entire Contract. This Contract represents the entire Contra:el:and understanding between the Parties, This Contract supersedes all other prior oral or written understandings, communications, agreements or Contracts between the Parties. The language or this Contract shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. 7.40 Contractor Obligation Under the Health Insurance Portability and Accountability Act of 1996. This Business Associate Provision (hereinafter BAP) is entered into in order to comply with the requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPA.A), and the attendant Regulations found at 45 CFR Sections 160 through 164 inclusive. Pursuant to this PSC, Contractor (referred to as Business Associate in HIPAA Regulations) provides services to and on behalf of the County, which services necessarily involve the access to, generation of, use of, and diSclosure of Protected Health Information (PHI) in the possession of County that identifies individual patients and their health conditions. Accordingly, Contractor is a business Associate of County for the purposes of complying with HIPAA and the Privacy and Security Regulations. The County and Contractor agee to enter .into this BAP in order for County to receive "satisfactory assurances" from Contractor as a pre-condition to permitting Contractor to access, generate, use or disclose PHI on its behalf or in the course of performing services to County. Furthermore, County and Contractor agree to enter into this BAP in order to comply with all the requirements of HIPAA and the Privacy Rule regarding Business Associates' use of PHI. 7.40.1 DEFINITIONS Terms used, but not otherwise defined in this BAP shall have the same meaning as those terms that are used and defined in 45 CFR in parts 160 through and including parts 164, and in particular 45 CFR 160.103 and 164.501, of the Privacy and Security Rules. 7.40.2 EXAMPLES OF SPECIFIC DEFINITIONS 7.40.2.1 Business Associate. "Business Associate" shall mean Contractor. 7.40.2.2 Covered Entity. "Covered Entity" shall mean Oakland County, Michigan. 7.40.2.3 Individual. "Individual" shall have the same meaning as the term "individual" in 45 CFR164.501 and shall include a person who qualifies as a personal representative in accordance with 45 CFR 164.502(g). OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 16 Rev 2010/09/16 OAKLAND COUNTY 7.40.2.4 Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E. 7.40.2.5 Protected Health Information. "Protected Health Information" shall have the same • meaning as the term "protected health information" in 45 CFR 164.501, limited to the information created or received by Contractor from or on behalf of Covered Entity. 7.40.2.6 Required by Law. "Required by Law" shall have the same meaning as the term "required by law" in 45 CFR 164.501. 7.40.2.7 Secretary. "Secretary" shall mean the Secretary of the Department of Health and Human Services or his designee. 7.40.3 OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE 7.40.3.1 Contractor is authorized to access, generate, use or disclose PHI as necessary and appropriate to perform the services on behalf of and for County as described in Section 3 of the PSC and Exhibit II: Scope of Contractor's Services, appended to the PSC, 7.40.3.2 Contractor agrees to not use or disclose PHI othcr than as permitted or recraired by the BAP or as required by Law. 7.40.3.3 Contractor agrees to use appropriate safeguards ,t)prevent use or disclosure of the PIE other than as provided for by this BAP. 7.40.3.4 Contractor agrees to Cooperate with County and perform such activities as County may from time to time direct in order to mitigate, to the extent practicable, any harmful effeci that is known to Contractor Or brought to Contractor's attention by County, of a use or disclosure of PHI by Contractor in violation of the requirements of this PAP. 7.40.3.5 Contractor agrees to report ro County any use or disclosure of P1-11 in violation of this BAP. 7.40.3.6 Contractor agrees to ensure that any agent, including a subcontractor, to whom it provides PHI received from, or created or received by Contractor of behalf of County agrees to the same restrictions and conditions that apply through this BAP to Contractor. 7.40.17, At the request of County, and in the time and manner designated by County, Contractor agrees to provide access to PHI in a Designated Record Set, to County or, as directed by County, to an Individual in order to meet the inspection and copyins'requirements under 45 CFR 164.524. 7.40.3.8 Contractor agrees to make any amendment(s) to PT-IT in a Designated Record Set that County directs or agrees to pursuant to 45 CFR 164.526 at the request of County or an Individual, and in the time and manner designated by County. 7.40.3.9 At the direction of County or the Secretary of DHHS, Contractor agrees to make internal practices, books, records, and policies and procedures relating to the use and disclosure of PHI received from, or created or received by Contractor of behalf of County available to the County, or to the Secretary, in a time and manner OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 17 Rev 2010/09/16 N OAKLAND COUNTY 1%1 7.4.2. While performing work under this Contract, the Contractor shall store its materials, products, supplies, and equipment in a neat and orderly manner so as not to unduly interfere with the progress of work under this Contract or the operation of County business. 7.4.3, The Contractor shall clean-up the work site on a daily basis to remove rubbish and debris from that day's work. 7.4.4. The Contractor shall remove all rubbish and debris from County property and premise and legally dispose of it. No burning of debris or rubbish shall be permitted. 7.5. Materials, Equipment and Construction. 7.5.1. Prior to commencing work under this Contract, the Contractor shall verify all measurements and conditions at the work site and shall be responsible for the accuracy of such measurements and conditions. No extras shall be paid due to differences between actual dimensions taken by the Contractor and those indicated in the Drawings and Specifications. The Contractor shall immediately notify the County of any discrepancies discovered. 7.5.2. All work performed under this Contract shall conform to the best current practice at the respective trades. All equipment, materials and products used in the work under this Contract shall be new and of the best grade of its kind for the purposc The Contractor shall furnish evidence as to kind and quality of materials and products, upon request of the County. 7.5.3. The Contractor shall deliver all materials and products to the work site in their original unopened containers bearing the nameS'Of the manufacturer and brand. Materials and products shall he handled and stored as recommended by the manufacturer to prevent damage. 7.5.4. The Contractor shall retain all stored items at and around the work site in an orderly manner allowing maximum access to the work site, not impeding drainage or traffic, and providing the required protection of materials and products. 7.5.5. • The Contractor shall confine his equipment, apparatus, the storage of materials and operations of his employees to the limits indicated by law, ordinances, permits or directions of the County and -shall not mil icucssafily encumber the premises with his materials or equipment. 7.5.6, In general, it is the intent of these Specifications to permit the use of equipment of any manufacture so long as .they are fully consistent, in the opinion of the County, with the quality and performance requirements of the job. This is indicated by the use of the words "or approved equal" following specific trade name or manufacture. 7.5.7. When the Contractor wishes to use a product as an approved equal, he must seek prior approval of the County Representative. 7.5.8. Should the Contractor use sub-standard or non-specified materials or products, such materials or products shall be removed and replaced with the proper or correct materials or products at Contractor's expense. 7.5.9. Within twenty-four (24) hours after receiving written notice from the County, the Contractor shall remove from the grounds or buildings all material, products, fixtures or apparatus that OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (IIIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 9 Rev 2010/09/16 OAKLAND COUNTY designated by the County or the Secretary, for purposes of the Secretary determining County's compliance with the Privacy Rule. 7.40.3.10Contractor agrees to document all disclosures of PHI and information related to such disclosures as would be required for County to respond to a request by an Individual for an accounting of disclosures of PIE in accordance with 45 CFR 164.528. 7.40.3.11Contractor agrees to provide to County or an Individual, in time and manner designated by County, information to permit County to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528. 7.40.3.12Contractor agrees to honor any restriction(s) on the use or disclosure of PHI that County agrees to, provided that County notifies Contractor of such restriction(s), unless the information is needed to provide emergency care or to comply with state or federal law. 7.40.3.13Contractor shall require each member of its work force that has contact with PHI in the course of providing services to County to sign a statement indicating that the work force member has read this BAP, understands its terms and will abide by them, including without limitation, the obligation not to use or disclose PHI except as necessary and appropriate to carry out the services being performed by Contractor for or on behalf of County. Contractor will make such signed statements available to County upon request.: 7.40.4 SECURITY REQUIREMENTS . Contractor (including its agents and suhcontractOrs), can only create, receive, maintain, or transmit Electronic Protected Health Information (EPHI) if it complies with the following requirements and Part 164 of 45 CFR:: 7.40.4.1 implement adtninistrative, phySiCal, and technical safeguards that reasonably and appropriately, protect the confidentiality, integrity, and availability of the electronic protected health information that it creates, receives, maintains, or transmits on behalf of the covered entity as required by this subpart; 7.40.4.2 Any technology used to accomplish these requirements must be the equivalent of, and compatible with, the technology used by the County. 7.40.4.3 Ensure that any agent, including a subcontractor, to whom it provides such information agrees to implement reasonable and appropriate safeguards to protect it; • 7.40.4.4 Report to the County any security incident of which it becomes aware. 7.40.4.5 County shall have the right to audit the Contractor and inspect the premises of Contractor to determine if there is compliance with these security requirements. 7.40.5 PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE 7.40.5.1 Except as otherwise limited in this BAP, Contractor may use or disclose PHI to perform functions, activities, or services for, or on behalf of County as specified in the PSC, provided that such use or disclosure would not violate the Privacy Rule, if done by County, or the minimum necessary policies and procedures of the County. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 18 Rev 2010/09/16 , OAKLAND COUNTY 7.40.6 SPECIFIC USE AND DISCLOSURE PROVISIONS 7.40.6.1 Except as otherwise limited in this BAP, Contractor may use PHI for the proper management and administration of the Contractor or to carry out the legal responsibilities of the Contractor. 7.40.6.2 Except as otherwise limited in this BAP, Contractor may disclose PHI for the proper management and administration of the Contractor, provided that disclosures are required by law, or Contractor obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies the Contractor °laity instances of which it is aware in which the confidentiality of the information has been breached. 7.40.6.3 Except as otherwise limited in this BAP, Contractor may use PH1 to provide Data Aggregation services to CountYo:s permitted by CFR 164.504(e)(2)(i)(B), 7.40.6.4 Contractor may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 164.502(j)(1). 7.40.7 OBLIGATIONS OF COUNTY 7.40.7.1 Count,7 shan notify .Contractor of any limitation (s) in its notice of ri; ivacy practices in accordance with 45 CFR 164.520, to the extent that such limitation limy affect Contractor's use or disclosure of PHI. 7.40.7.2 County shall notify' Contractor with any changes in, or revocation or permission by an idual to use or disclose PHI, to the extent that such changes may affect Contractor's use or disclosure of PHI. 7.40.7.3 County shall notify Contractor of any restriction to the use or disclosure of PHI that County has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Contractor's use or disclosure of PHI. 7.40.8 PERMISSIBLE REQUESTS BY COUNTY 7.40.8.1 County shall not request Contractor to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by County. 77.40.9 TERI`y1 AND TERMINATION 7.40.9.1 Term. The Term of this BAP shall be effective as of the day this PSC is accepted by County or the first day Contractor provides services covered under this PSC to County, whichever comes first, and shall terminate when all of the PHI provided by County to Contractor, or created or received by Contractor on behalf of County, is destroyed, or returned to County, or, if it is infeasible to return or destroy PIII, protections are extended to such information, in accordance with the termination provisions of this Section. 7.40.9.2 Termination for Cause. Upon County's knowledge of a material breach by Contractor, County shall either: 7.40.9.3 Provide an opportunity for Contractor to cure the breach or end the violation and terminate this BAP and the OSC if Contractor does not cure the breach or end the violation within the time specified by County and to County's satisfaction, Or OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET- PURCHASING DIVISION (111PAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 19 Rev 2010/09/16 OAKLAND COUNTY 7.40.9.4 Immediately terminate this BAP, and the PSC if Contractor has breached a material term of this BAP and cure is not possible. 7.40.9.5 If neither termination nor cure is feasible, County shall report the violation to the Secretary. 7.40.10 EFFECT OF TERMINATION 7.40.10.1Except as provided in paragraph (2) of this section, upon termination of this BAP, for any reason, Contractor shall return or destroy all PHI received from County, or created or received by Contractor on behalf of County, as directed by County. County shall have the sole authority to determine whether PHI shall be returned or destroyed, and shall have the sole authority to establish the terms and conditions of such return or destruction. This provision shall apply to PHI that is in the possession of subcontractors or agents of Contractor. Contractor shall retain no copies of the PHI. 7.40.10.2In the event that Contractor determines that returning or destroying the PHI is infeasible, Contractor shalIprovide to County an explanation of the conditions that make return or destruction infeasible. Upon County's concurrence that return or destruction of PHI is infeasible. Contractorshall extend the protections of this BAP to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Contractor maintains such PHI. 7.40.11 MISCELLANEOUS 7.40.11.1Regulatory References reference in this BAP to a section in the Privacy Rule means the section as in effect or as amended. 7.40.11.2Amendment. The Parties agree to take such action as is necessary to amend this BP from time to time as is necessary to comply with the requirements of the Privacy and Security Rules and the Health Insurance Portability and Accountability Act of 1996, Public, Law 104-191, 7.40.11.3Survival. The- respective rights, and obligations of Contractor under Section 7.17 of this BAP shall survive the termination of this BAP. 7.40.11.4Confideritiality. Contractor agrees that the terms and conditions of this BAP shall be construed as a general .confidentiality agreement that is binding upon Contractor even if it is determined that Contractor is not a Business Associate as that term is used in the Privacy Regulation. 7.40.11.5Interpretation. Any ambiguity in this BAP shall be resolved to permit County to comply with the Privacy and Security Regulation. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION IPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 20 Rev 2010/09/16 OAKLAND COUNTY BY: DATE: The undersigned executes this Contract on behalf of Contractor and the County, and by doing so legally obligates and binds Contractor and the County to the terms and conditions of this Contract. FOR THE CONTRACTOR: appeared in person before me this day and executed this Contract on behalf of Contractor and acknowledged to me under oath that they have taken all actions and secured any and all necessary approvals and authorizations and has the requisite authority from Contractor to fully and completely obligate and bind Contractor to the terms and conditions of this ,Contract and any and all other documents incorporated by reference and also acknowledged to me under oath having been provided with copies and having read and reviewed all Contract documents including all documents incorporated by reference. Subscribed and sworn to before me on this • day of ,.2012. Notary Public, State of County My 'CommissiehExpires: Acting' in the county of FOR THE COUNTY: DATE: Jack Sato iSmith, Manager Oakland County Purchasing Division APPROVED AS TO SCOPE OF CONTRACTOR SERVICES: BY: BY: Dale Cunningham, Administrator Contract Administrator CMC DATE: Oakland County Sheriff's Department 1200 N Telegraph Rd Bldg 38 East Pontiac MI 48341 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (FIIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Paue 21 Rev 2010/09/16 OAKLAND COUNTY $1,000,000 $1,000,000 $1,000,000 $2,000,000 - $ 500,000 - - Each Occurrence Limit - Personal & Advertising injury - Products & Completed Operations Aggregate Limit General Aggregate Limit Fire Damage Limit (Any One Fire) EXHIBIT I CONTRACTOR PROVIDED INSURANCE OR SELF-INSURANCE: At all times during any term of this Contract, the Contractor shall provide and maintain, at their own expense, all insurance as set forth below. The insurance shall protect The County of Oakland, County Agents, The Oakland County Sheriff's Office and The Oakland County Sheriff against any damages, loss or Claim which may arise out of or as a result of the Contractor's performance or non- performance of services under the terms of this Contract (including renewals, extensions, or replacements thereof), whether such services are performed by the Contractor, their contractors or sub-contractors, agents, or by anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be held liable. The insurance shallbe written for not less than any minimum coverage herein specified. 1 Commercial General Liability Claims Made Form including: a) Premises and Operations: b) Products and Completed Operations; c) Personal and Advertising Injury with Contractual and Employee exclusions deleted; d) Independent Contractors, e) Blanket Broad Form Contractual including coverage for obligations assumed in this contract; f) Broad Form Property Damage; g) Per Project General Aggregate with iirnits of no less than: 2. Workers Compensation insurance with limits statutorily required by any applicable Federal or State Law and Employers Liability insurance with limits of no less than $1,000,000 each accident, $1,000,000 each.empiuyee by disease and $1,000,000 aggregate disease limit. 3. Commercial Automobile Liability insurance with a combined single limit for bodily injury and property damage, of not less than $1,000,000 each occurrence covering all, hired, and non- owned vehicles and including Michigan No-Fault coverage. 4. Medical Malpractice Professional Liability insurance with a minimum limit of $3,000,000 each claim and $5,000,000 annual aggregate to cover all damages, loss or claim from all acts, errors, or omissions which may arise as a result of performance or non-performance of professional services rendered by the Contractor, their contractors or sub-contractors, agents or employees or by anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be held liable. If coverage is on a claims made policy form, tail coverage must be maintained for a period of no less than three-years (3) following the termination of this Contract (including renewals, extensions, or replacements thereof) with evidence of tail OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 22 Rev 2010109/16 I ... ).. OAKLAND COUNTY 1 I coverage to be provided to the County. 5. Genera C insurance conditions: the aforementioned insurance shall be endorsed, as applicable, and shall contain the following terms, conditions, and/or endorsements. Al! certificates of insurance shall provide evidence of all required terms, conditions, or endorsements: a. All policies of insurance or self-insurance shall be on a primary, non-contributory basis with any other insurance or self-insurance carried by the County and County Agents; b. Any and all deductibles OF self-insured retentions in the above described required policy(s) shall be assumed by and be at the sole risk of the Contractor, their contractors or sub-contractors, agents or emplbyees; c. The above-described insurance policies, with the'exception of any Workers' Compensation policy, shall he endorsed to -name as Additional Insured, 'The County of Oakland and County Agents,„The Oakland County Sheriff's Office and The (Jai-day-b. County Sheriff; d. The above-described insurance policies shall ,be endorsed to provide a written waiver of subrogation in favor of The County of Oakland and County Agents, The Oakland County Sheriff's Office and The Sheriff of Oakland County; e. The Contractor, their contractors or sub-contractors, agents or employees, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be held liable, and their insurance carriers, agree to waive any and all rights of subrogation against The County of Oakland and County Agents, The Oakland County Sheriff's Office, and The Oakland County Sheriff; f. The Contractor shall require their contractors or sub-contractors, agents or employees, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be held liable, to carry insurance, in the limits specified, as required in this contract unless otherwise agreed to and approved by Oakland County Risk Management; e. Certificates of insurance for workers compensation and automobile coverage must provide thirtydays (30) written notice of cancellation, non-renewal, or material change and must include as Additional Insured: The County of Oakland and County Agents, The Oakland County Sheriffs Office and the Oakland County Sheriff; OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - 'PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 23 Rev 2010/09/16 OAKLAND COUNTY f. Certificates of insurance must be provided no less than ten (10) working days prior to commencement of contract and must bear evidence of all required terms, conditions and endorsements; g. All insurance carriers shall be approved to do business in the State of Michigan and shall have and maintain a minimum A.M. Best's rating of A; h. The County reserves the right to amend the required insurance coverage and limits as set forth in this contract due to any change in the scope of services as outlined in this contract (including renewals, extensions, or replacements thereof) by the Contractor, their contractors or sub-contractors, agents or employees, or anyone directly or indirectly employed by any of them. 7. Commercial Property insurance. The Contractor, their contractors or sub-contractors, agents or employees, shall be responsible for obtaining and maintaining insurance covering their equipment and personal property against all physical damage and shall indemnify, defend and hold harmless the County, County Agents, The Oakland County Sheriff's Office, and The Sheriff of Oakland County, against any and all claims, actions, damages, losses or liabilities arising from the use, possession, operation or control of equipment and personal property. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 24 Rev 2010/09/16 I OAKLAND COUNTY EXHIBIT II SCOPE OF CONTRACTOR'S SERVICES 1.0 SCOPE OF SERVICES. CCS shall provide a comprehensive health program at the Facilities, to include medical, dental, and pharmacy services in accordance with applicable AMA and NCCHC standards. On-site services provided by CCS will include: a 24 hour intake screenings to identify current illnesses, health problems, chronic conditions, and current medications; for inmates exhibiting symptoms of pulmonary tuberculosis ; Contractor will plant a Purified Protein Derivative (PPD) e A complete health appraisal within 14 calendar days of intake to include but not be limited to planting a PPD in all inmates who did not receive one during intake screening a Sick call triage by a nurse within 24 hours of request * Sick call consultation by a healthcare professional within48 hours of request (inmates needing urgent or emergent medical services will be seen On the same day as they request such services) a Sick call triage and consultations will be conducted daily, even on weekends and holiday, * Nursing personnel will regularly see patients in segregation and win document all findings • Infectious disease care • Women's preventative care • Chronic care services * Emergency services * Laboratory and radiology services ▪ Health records management, including implementation of the CCS electronic medical record system, ERMA • Dental care * Processing inmate grievances related to health care • Providing all medical supplies, forms ; office supplies, medical records, books, periodicals, dentures, eyeglasses, and prosthetic devices * Administration of medications seven days per week by licensed and trained personnel • Maintain NCCHC accreditation • Pharmacy services will be provided in accordance with NCCHC standards ; with Michigan State laws, and with all Federal laws. CCS will•ensure a total pharmaceutical management program that includes formulary and non-formulary:oversight, prescribing of medications, filling, dispensing, record keeping, appropriate licensure, and DEA management. CCS will provide services seven (7) days per week with scheduled shipment of medications six (6) days a week and back-up pharmacy services available on Sundays, holidays and in an urgent or emergent situation. CCS will store all medications securely and properly (refrigeration, etc.), and will ensure credit to Oakland County for unused medications. • Implementation of an electronic medication administration record Off-site services provided by CCS will include: OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (IIIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 25 Rev 2010/09/16 OAKLAND COUNTY • Securing off-site care for inmates when medically necessary • Utilization management services • Ambulance services * Claims adjudication REPORTING. CCS reports will include agency and provider contact information, ancillary services, and data that reflect the previous month's activity at the facility. Monthly and quarterly statistical reports regarding the operation of the healthcare program, staffing fill rates to demonstrate compliance with the contracted staffing- plan, and financial reports to assist . future budgeting will all be provided. CCS will .provide customized monthly and quaiit,:.: reports and a statistical report no later than the thirtieth i calendar day of each month. CCS also deliver a comprehensive annual statistical report to the Sheriff Or designee. 1.2 MEDICAL RECORDS MANAGEMENT: CCS will maintain comprehensive medical records separate from the inmate's confinement record. All medical records will remain the property of Oakland County with CCS acting as custodian of these records. CCS will secure medical records as required by law and the applicableistatutes Of the State of Michigan. The CCS will control access to the records to ensure medical record confidentiality. CCS will provide c. necessary for the classification, security, and control of inmates to the appropriate OE. personnel. CCS will also provide its proprietary Electronic Records Management Applicat. (ERMA) to Oakland County. CCS proposes to begin the ERMA implementation pm approximately six (6) months after contract initiation. 1.3 CONTINUOUS QUALITY IMPROVEMENT. CCS will ensure its systems and programs work effectively to provide OCSO patients quality healthcare services. The CCS Continuous Quality Improvement Program (CQI P) in Oakland County will be defined by written policies and defined procedures. CCS will establish a CQIP for Oakland County, including the development of the Medical Audit Committee. CCS will develop written a site specific plan for OCJ within 60 days of contract implementation. 1.4 NET WOK DEVELOPMENT. CCS will negotiate contracts and discounts with all on-site and off-site service providers; including, but not limited to, hospital services, pharmacy services, laboratory Services, x-ray services, dialysis services, medical waste management services, and physicians services. CCS will also manage the receipt, adjudication, and payment of all invoices for these services. 1.5 COORDINATION OF MENTAL HEALTH SERVICES. CCS will collaborate with the Oakland County mental health services provider to best manage all mental health patients, to control the costs associated with psychotropic medications, and to keep costs within the overall pharmacy budget. CCS will work directly with the jail psychiatrist to coordinate care between the medical and mental health teams, and to coordinate re-entry and discharge services. CCS will respond to all referrals in writing and will communicate directly with the Department of Mental Health within the Sheriffs Office. CCS will accept and execute all verbal and written physician orders OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (IIIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 26 Rev 2010/09/16 OAKLAND COUNTY made by a licensed psychiatrist consulting to the OCSO. CCS will participate in any required meetings with mental health and with the correctional staff CCS will also triage requests and referrals for mental health services and will communicate them to the appropriate mental health representative. 1.6 COMMUNICATION. CCS will actively communicate with OLT . staff relating to all medically required patient movement within or outside the facilities. CCS will also work closely with the 0C1 staff on inmate classification issues. CCS will ensure the 00 medical services program works appropriately within custody operations. 1.7 STAFFING. CCS will provide staffing in accordance with Attachment 1 — Staffing Pattern unless otherwise agreed to by the parties in writing. CCS will manage all recruiting, screening, interviewing, and hiring activities for its .on-site staff at Oakland County. If County should become dissatisfied with any health care , personnel provided by CCS hereunder, CCS, in recognition of the sensitive nature of correctional services, will, following receipt of written notice from County of its dissatisfaction and the reasons thereof, exercise its hest efforts to resolve the problem, and, if the problem is not resolved, remove the individual about who'll the County has expressed a dissatisfaction. CCS will be allowed a reasonable time to find a qualified replacement. 1.8 HEALTH CARE STAFF PRACTICES. Contractor will require its health care 3taff to abide by all the laws, rules and regulations that govern the practices and procedure', under which the health care staff is/are licensed and shall act within the parameters of all applicable ethical and professional standards in providing the services. Contractor will require its health care staff to comply with all administrative policies adopted by the county to protect the health, safety and welfare of the Facility's population. 1.9 LICENSING AND TRAINING OF HEALTH CARE STA_FF. Contractor agrees that it, and its health care staff, at all times during this Contract, will be properly licensed and/or certified to provide the services they perfonn pursuant to this Contract. Contractor will manage all activities related to training of its on-site staff members, including initial orientation, in-service training, on the job training, leadership training, and continuing education training . COMPENSATION 2.0 COSTS. This is a 'Cost Plus Management Fee Contract in which all operational costs of Contractor are passed to the County. Attachment 2 — Budget Worksheets contains anticipated costs to the County for medical care during the first year of this Contract. These costs include: 1) the Management Fee, a fixed amount of $584,512.00, which . is paid to Contractor for administering the County's medical care program; and 2) the non-recurring start-up cost for the initial term, in an amount not to exceed $52,520.00; and 3) Pass-Through Costs as identified in Attachment 2. The parties recognize that the foregoing Pass-Through Costs in this section above may vary subject to inmate needs and the actual cost of these items OAKIAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Pagz 27 Rev 2010/09/16 OAKLAND COUNTY 1 I PRICING GUARANTEE. If the Total Year Costs incurred under this Contract exceed the total amount budgeted in Attachment 2 for that year, Contractor will refund the excess amount from its Management Fee up to a total of $40,000.00. Thereafter, Contractor and the County will share equally additional excess expenses up to $120,000.00, with each party responsible for up to $60,000.00. 2.2 PAYMENT TO CCS. On the l s` of each month, Contractor will submit an invoice to the County for 1/12th of the Management Fee and for the costs that are estimated to be incurred during the month. The County will make payment to Contractor within fifteen days of the date of invoice. On a quarterly basis, Contractor will true up invoices with actual costs for that quarter and submit an adjusted invoice to the County. If actual costs exceeded payments, the County will pay any balance to Contractor within 30 days of the date -Of invoice. If payments exceeded actual costs, Contractor will issue a credit to the COunty in the next monthly invoice. 2.3 FEE ADJUSTMENT. Following the initial year of this Contract, the Management Fee will be adjusted for each subsequent year in accordance with the annual percentage increase or decrease, rounded to the nearest one quarter percent,:of the medical component of the Consumer Price Index for the prior twelve month period. • 7,1 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 28 Rev 2010/09/16 PA OAKLAND COUNTY Attachment 1 - Staffing 6.‘ 4u.00 lee 8.00 8.00 8.00 8.00 8: 40.00 1.00 8.00 8.00 0.20 8.00 8.00 8.00 2.00 8.00 8.00 56.00 1.40 8.00 8.00 8.00 8.00 40.00 1.00 8.00 8,00 16.00 0,40 16 T..) 16.00 .16,00 16.00 16.00 8.00 8.00 96.00 2.40 3,( 0 8.00 8.00 8.00 8.00 40.00 . 1.00 000 24.00 24.00 24.00 24.00 24.00 24.00 163.00 4.20 6.00 6.00 12,00 . 0.30 6.00 6.00 12,00 0,30 16.20 16:00 10,00 16.00 16.00 80.0e 200 8.00 8.00- 8.00 8.00 8,00 40.90 848.00 3.-)c) a.00 :Jo .00 i 8.00 8.00 8.00 8.00 40,(• . . 24.20 24.00 24.00 24.00 24.00 24.00 24.00 138.00 4.20 8.00 .8 00 8.00 8.00 8.00 40 00 1 ".•8 3c- 6.00 8.00 '8.00 0.00 6.06 • 3.00 •..00 56.00 • 16.00 16.00 10.00 1000 18.00 16.00 10,00 112.00 2.80 .103.00 4.20 1,120.00 28,00 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 29 Rev 2010/09/16 OAKLAND COUNTY 1 . • I I f.; ,% Attachment 2 — Budget Worksheets Program Costs: The revised total annual program costs for the CCS inmate healthcare program in Oakland County are: Year One: $5,645,030 Year Two: $5,760,286 Year Three: $5,933,094 3 Year Total: $17,338,410 Year Four: $6,111,087 Year Five: $6,294,420 5 Year Total: $29,743,917 Program Cost Highlights: The total annual program costs for the COS inmate healthcare program in Oakland County include • No per diem price adjustments for jail population fluctuations because CCS is proposing a Cost plus Management Fee model where all healthcare program costs are tracked, reported and reimbursed by the County. • In Year One, pre-booking Emergency Room costs are estimated at $298,972. • The Year One price includes one-time start-up costs of $52,520 to allow for the successful implementation and execution of the new CCS program in Oakland County. CCS will refund Oakland County 100% of all start-up costs less than the $52,520 budget. COS will absorb 100% of all start-up costs that exceed $52,520. • CCS has agreed to place up to $100,000 of its fee at risk during each year of the contract if unable to keep actual program costs below budgeted amounts. Please see the attached "CCS Shared Cost Model" graphic to better understand how this will work. • A projected 3% annual cost increase for years two through five has been included. The actual annual cost increase will be determined by CCS and Oakland County based upon the actual medical component of the Consumer Price Index for the prior twelve months. • Indirect program costs that were previously included in other County budgets, such as general and malpractice insurance, workers compensation, litigation expenses, and staff recruiting costs, are all included in this budget. OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (IIIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 30 Rev 2010/09/16 $42,560 $42,560 $7,200 $76,000 $5,500 $173,820 3.1 °A Total Off-site Exnenses $1,709,842 30.3% Medical Waste $9,600 OAKLAND COUNTY Correct Care Solutions Budget Cost Worksheet Oakland County, Ml Personnel Costs Salaries $1,863,264 Backfill $112,180 Overtime $27,949 Fringe . $390,343 Year 1 Costs Personnel Cos Total Pharmacy Costs_ $2,393,736 42.4% Pharmacy Costs HIV Medications $182,400 Psych meds $145,920 All,other Meds $145,920 $474,240 8.4% Iota On-site Variable Costs On-site Labs Mobile X-ray Provider Call-back incentive Medical & Dental Supplies Medical & Dental Equipment (incl. maintenance) Total On -site Variable Costs Off-site Expenses Inpatient Hospital & Physician $962,838 Emergency Room - Inmates $150,005 Ambulance $62,852 Emergency Room - Pre-booking $298,972 Outpatient Specialty $116,673 Outpatient 1-Day Surgeries $45,003 Outpatient X-Ray $630 Dialysis Treatments $72,869 On-site Administrative Expenses Administrative Expenses (office supplies, toner, postage, printing, offie furniture, etc.) $18,000 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (THPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 31 Rev 2010/09/16 OAKLAND COUNTY Icital On-site Administrative $256,360 4.5% Total Costs: $5,007,998 88.7% Management Fee: Year One Costs: Start-Up Costs $584,512 10.4% $5,592,510 99.1% $52,520 0.9% Total Year One Costs: $5,645,030 100.0% Total Year Two Costs: Total Year Three Costs: Total Costs for First Three Years: $5,760,286 $5,933,094 $17,338,410 Internet $1,200 Large Copier/FAX/Printer/Scanner $0 Time Clock Licenses $2,200 Snredding Costs $0 Med Claims Expense $61,686 Legal Expense $40,000 Ins-General $965 Ins - Med Mal $46,289 Ins - Workers Comp $37,120 NCCHC Dues $1,600 Recruitment $14,400 Travel $21,600 Microsoft User Licenses $500 ERMA Annual License Fee $0 Bus. Licenses & Fees $1;200 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 32 Rev 2010/09/16 OAKLAND COUNTY i> $3,976 $2,651 $0 $1,325 $5,752.32 $1,23?.64 $616.32 $2,054.40 $7,190.41 $3,081.60 $616.32 I $20,544 $5,136 $52,520 Correct Care Solutions Budget Cost Worksheet Oakland County, MI Start-Up Costs Year One Only Recruitment costs of New Staff Recruitment costs of Existing Staff Startup New Hire Orientation Costs Orientation Trainer Travel Costs Travel Associated with Start-up Team (Pre & Post Igo-live') Airfare (12 trips) Mileage l Parking Rental Cars 1 Accommodations Meals Staff Good Will Admin equip (fax, copier, shredder, scanner, timekeeping, etc) Computers (10) $13,254.20 Printers (6) I $2,485.16 I Scanners (3) , $1,656.78 Time Clocks (3) $1,491.10 Other Start-up Costs Office Supplies & On-Site Materials $2,485.16 _ ERMA Training $1,325.42 ERMA Setup $1,325.42 Total Start-Up Costs: Correct Care Solutions Budget Cost Worksheet Oakland County, MI Year One Travel Costs for Site Visits $18,887 OAKLAND COUNTY DEPARTMENT OF 'MANAGEMENT AND BUDGET - PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 33 Rev 2010/09/16 1 OAKLAND COUNTY MK" U.'•H H (Does Not include Travel Associated with Start-up) SalaryNI/age s to be Passed Through to County for Operational Travel Number of Visits / Year Travel. Regional Mgr/Regional VP 12 $0.00 , Corporate Medical Director $0.00 Corporate Financial Officer or Manager 2 $0.00 Executive VD or CEO 1 $0.00 H.S.A. to Corporate Headquarters 1 $0.00 NCCHC Conferences for H.S,A. 1 $0.00 Subtotal Salaries Associated with Required Travel Costs: Airfare $7,560.00 1 , Parking $810.00 _ Rental Cars $3,600.00 Accommodations $5,040,00 Meals $4,590.00 ! Subtotal Yearly Travel Costs: $21,600.00 Total Yearly Travel Costs: $21,600.00 $0.00 OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET - PURCHASING DIVISION (HIPAA) PROFESSIONAL SERVICE CONTRACT NUMBER 003413 Page 34 Rev 2010/09/16 FISCAL NOTE (MISC. #12037) February 16, 2012 BY: FINANCE COMMITTEE, TOM MIDDLETON, CHAIRPERSON IN RE: SHERIFF'S OFFICE - CONTRACT FOR HEALTH FIRM VENDOR TO PROVIDE INMATE HEALTH CARE AND MANAGE THE SHERIFF'S JAIL HEALTH PROGRAM TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced resolution and finds: 1. Resolution authorizes the Sheriff's Office to select a private company to operate the Jail Clinic/Health Program within the Corrective Services Division of the Main Jail Detention Facility. 2, A three-year contract is proposed with Correct Care Solutions, Inc. (CCS) commencing March 1, 2012 and terminating January 31, 2015. 3. By contracting out the Jail Clinic/Health function, the Sheriff's Office expects to realize a budget savings in excess of $1,200,000 over the three-year period of the contract. 4. It is requested that one (1) GF/GP Medical Billing Specialist position (4030350-01238) be reclassified to a Technical Assistant and transferred from the Corrective Services - Detention Facility to Administrative Services (4030201) of the Sheriff's Office to assist with the monitoring and payment of this contract. 5. Upon implementation of this contract twenty-seven (27) positions totaling $2,447,782 are deleted as follows in the Corrective Service Detention Facilities unit, Sheriff Office effective February 29, 2012: Position Title Position # 1 Chief-Corrections Prog Srvcs 4030350-06438 1 Clinical Health Specialist 4030350-06675 2 Nursing Supervisor 4030350-07926, & 09276 2 Licensed Practical Nurse 4030350-06674, & 10222 1 Office Supervisor I 4030350-01631 16 Correctional Health Nurse 4030350-02421, 02933, 05433, 05434, 05435, 05436, 06436, 06437, 06673, 06704, 06705, 06706, 06707, 07925, 09554, & 10221 1 Office Assistant II 4030350-01805, 03505, & 10421 1 Student 4030350-10422 6. The estimated cost savings to Oakland County is $287,702 for the remainder of FY 2012 with an annual cost of $493,203. 7. The annual savings of $493,203 is the difference between the Jail Clinic's appropriated operating cost of $6,093,203 and the vendor's contracted costs totaling $5,600,000. 8, Issues regarding continuation of Health Department's revenues derived from services to the Jail Clinic (e.g. Dental Service Fees, Laboratory Charges, and X-Rays) are yet to be determined as final contract negotiations are still pending. Until such time, the Sheriff's Office will continue using and paying for Health Division Jail Clinic support services through the remainder of fiscal year 2012. Upon completion of final contract negotiations with the selected vendor, budget amendments will be made to Health Division revenues as part of the quarterly forecast process. 9. Budget amendments closing the Sheriff's Office Jail Health Clinic are recommended as follows: GENERAL FUND #10100 FY2012 FY2013 & 2014 Revenue 9010101-196030-665882 Planned Use of Fund Balance ($287,702) ($493,2031 Total Revenue ($287,702) ($493,203) Expenditures 4030301-112630-730373 Contracted Svcs $3,266,665 $5,600,000 4030301-112630-702010 Salary ( 845,903) ( 1,450,120) 4030301-112630-712020 Overtime ( 157,500) ( 270,000) 4030301-112630-722790 Social Security ( 63,680) ( 109,164) 4030301-112630-722820 Unemployment ( 3,215) ( 5,512) 4030301-112630-722750 Workers Comp ( 19,792) ( 33,930) 4030301-112630-722770 Retirement ( 335,590) ( 575,298) FINANCE COMMITTEE Ayes: Taub, Long, Potts, Runestad, Crawford, Dwyer, Middleton Nayes: Quarles, Woodward, Zack, Greimel Motion carried. 4030301-112630-722760 Group Life 4030301-112630-722810 Disability 4030301-112630-722780 Hospitalization 4030301-112630-722800 Dental 4030301-112630-722850 Optical 4030301-112630-730079 Ambulance 4030301-112630-730163 Blood Tests 4030301-112630-730373 Contracted Services 4030301-112630-730515 Dental Services 4030301-112630-730877 Hospital Prisoner 4030301-112630-731059 Laundry and Cleaning 4030301-112630-731185 Medical Exam 4030301-112630-731199 Medical Svcs Phys, 4030301-112630-731346 Personal Mileage 4030301-112630-731458 Professional Svcs. 4030301-112630-732018 Travel and Confer. 4030301-112630-750112 Drugs 4030301-112630-750119 Dry Good and Cloth 4030301-112630-750301 Medical Supplies 4030301-112630-750399 Office Supplies 4030301-112630-750462 Provisions 4030301-112630-770667 Convenience Copier 4030301-112630-772618 Equipment Rental 4030301-112630-778675 Telephone Communication 4030201-112580-702010 Salary 4030201-112580-722740 Fringe Benefits Total Expenditures ( 3,092) ( 5,300) ( 2,512) ( 4,306) ( 190,938) ( 327,322) ( 12,698) ( 21,768) ( 908) ( 1,556) ( 32,083) ( 55,000) ( 1,750) ( 3,000) ( 58,333) ( 100,000) ( 105,000) ( 180,000) ( 584,266) ( 1,001,599) ( 2,917) ( 5,000) ( 192,500) ( 330,000) ( 245,000) ( 420,000) ( 700) ( 1,200) ( 221,666) ( 380,000) ( 1,400) ( 2,400) ( 478,333) ( 820,000) ( 875) ( 1,500) ( 35,000) ( 60,000) ( 4,667) ( 8,000) 817) ( 1,400) ( 1,409) ( 2,416) ( 1,260) ( 2,160) ( 1,019) ( 1,747) 25,751 44,144 24,705 42,351 ($287,702) ($493.203) Resolution #12037 February 16, 2012 Moved by Runestad supported by Covey the resolution (with fiscal note attached) be adopted. Moved by Runestad supported by Covey the Human Resources Committee Report be accepted. A sufficient majority having voted in favor, the report was accepted. Moved by Scott Supported by Covey the fiscal note be amended as follows: 2. A three-year contract is proposed with Correct Care Solutions, Inc. (CCS) commencing March 1, March 2, 2012 and terminating January 31, 2015. Discussion followed. Vote on amendment: AYES: Long, Matis, Middleton, Nuccio, Potts, Runestad, Scott, Taub, Weipert, Woodward, Zack, Bosnic, Covey, Crawford, Dwyer, Gershenson, Gingell, Gosselin, Greimel, Hatchett, Hoffman, Jackson. (22) NAYS: McGillivray, Nash, Quarles. (3) A sufficient majority having voted in favor, the amendment carried. Commissioner Covey addressed the Board and requested that the Board Chairperson Michael Gingell remove his name from the motion to support this resolution. Chairperson Michael Gingell addressed the Board and changed the motion to support this resolution to Commissioner Dwyer as follows: Moved by Runestad supported by Covey Dwyer the resolution (with fiscal note attached) be adopted. Moved by Runestad supported by Covey Dwyer the Human Resources Committee Report be accepted. A sufficient majority having voted in favor, the report was accepted. Moved by Scott Supported by Covey Dwyer the fiscal note be amended as follows: 2. A three-year contract is proposed with Correct Care Solutions, Inc. (CCS) commencing March 1 March 2,2012 and terminating January 31, 2015. Vote on resolution, as amended: AYES: Matis, Middleton, Nuccio, Potts, Runestad, Scott, Taub, Weipert, Bosnic, Crawford, Dwyer, Gingell, Gosselin, Hoffman, Long. (15) NAYS: McGillivray, Nash, Quarles, Woodward, Zack, Covey, Gingell, Gremiel, Hatchett, Jackson. (10) A sufficient majority having voted in favor, the resolution (with fiscal note attached), as amended, was adopted. STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Bill Bullard Jr., Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on February 16, 2012, with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac, Michigan this 16th day of February, 2012. R,LIE eutiLLi Bill Bullard Jr., Oakland County Resolution #12037 February 16, 2012 I HEREBY APPROVE TH ACTING PURSUANT TO 1973 PA 139 STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Bill Bullard Jr., Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on February 16, 2012, with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac, Michigan this 16th day of February, 2012. euuo_c_eL,) 094, Bill Bullard Jr., Oakland County