HEAL TH SERVICES AGREEMENT
1HIS AGR EEMENT between Colleton County, South Carolina (hereinafter referred to
. · county"}, and Southern Health Partners, Inc., a Delaware corporation, (hereinafter
l~1e rred to as "SHP"). 1s entered into as of the
lg. day of ~~\~
, 2013.
~.~rJ1ces under this Agreement shall commence on July 1, 2013, and shall continue
·11rouc111 June 30 2014, 1n accordance with Section 6.1.

WITNESSETH:
WHE REAS, County 1s charged by law with the responsibility for obtaining and
P'ov1dtng reasonably necessary medical care for Inmates or detainees of the Colleton
11unty Detention Center facility (hereinafter called "Jail") and ,
W HEREAS. County desires to provide for health care to inmates in accordance
•.•.1111 ;:ipl)l1caule law. and.

W HEREAS. the County, which provides funding as approved by the County
•.,our1c1I 1or the Jail, desires to enter into this Agreement with SHP to promote this
0bJect1ve: and,
WHEREAS, SHP is in the business of providing correctional health care services
under ronlract and desires to provide such services for County under the express terms
nnd conditions hereof
NOW THEREFORE, in consideration of the mutual covenants and promises
hereinafter made, the parties here to agree as follows:

ARTICLE I: HEALT H CARE SERVICES.
' 1
General Engagement. County hereby contracts with SHP to provide for
U-1e delivery of all medical, dental and mental health services to inmates of Jail. This
ca re 1s to be deltvered to individuals under the custody and control of County at the Jail,
.ind SHP enters rnto this Agreement according to the terms and provisions hereof.
· l
Scope of General Services. The responsibility of SHP for medical care of
nn inmate commences with the booking and physical placement of said inmate into the
.1a11 Tl 1e health care services provided by SHP shall be for all persons committed to
11,e custody of the Jail. except those identified in Section 1.7. SHP shall provide and/or
arrange tor all professional medical, dental, mental health and related health care and
adm1n1strat1ve services for the inmates, regularly scheduled sick call, nursing care,
reqular physician care, medical specialty services, emergency medical care, emergency
arnbulance services when medically necessary, medical records management.

2

µ11ar macy services management. administrative support services. and other services,
all as more spec1f1cally described herein.

SHP shall be financially responsible for the costs of all physician and nurse
staffing. over-the-counter medications, medical supplies, on-site clinical lab procedures,

medical hazardous waste disposal, office supplies. forms, folders, files, travel
:::xpenses. publications, administrative services and nursing time to train officers in the
.1a,1 on various medical matters. SHP shall also be financially responsible for the costs
ot prescription medications for County inmates. However, the costs of medications
related to treatment of HIV+/AIDS, renal failure, hepatitis, cancer, muscular dystrophy,
multiple· sclerosis, hemophilia, Crohn's disease and tissue/organ rejection shall be
ir111ted by the annual cost pool described in Section 1.5 of this Agreement. SHP's
financial responsibility for the costs of all x-ray procedures (inside and outside the Jail),
all dental services (inside and outside the Jail) and all medical and mental health
services rendered outside the Jail shall also be limited by the annual cost pool. All pool
costs in excess of the annual cost pool limit shall be the financial responsibility of the
County or shall not otherwise be the financial responsibility of SHP.
1

1.3
Specialty Services. In addition to providing the general services described
above. SHP by and through its licensed health care providers shall arrange and/or
provide to inmates at the Jail specialty medical services to the extent such are
determined to be medically necessary by SHP. In the event non-emergency specialty
care is required and cannot be rendered at the Jail, SHP shall make arrangements with
County for the transportation of the inmates in accordance with Section 1.9 or this
Agreement.
1.4
Emergency Services. SHP shall arrange and/or provide emergency
medical care. as medically necessary. to inmates through arrangements to be made by
SHP
15
Limitations On Costs - Cost Pool. SHP shall, at its own cost, arrange for
medical services for any inmate who, in the opinion of the Medical Director (hereinafter
meaning a licensed SHP physician). requires such care. SHP's maximum liability for
costs associated with all x-ray procedures (inside and outside the Jail), all dental
services (inside and outside the Jail) and all medical and mental health services for
inmates rendered outside of the Jail will be limited by a pool established in the amount
of $44,000.00 in the aggregate for all inmates in each year (defined as a twelve-month
contract penod) of this Agreement. SHP's financial responsibility for the costs of
medications related to treatment of HIV+/AIDS, renal failure, hepatitis, cancer, muscular
dystrophy, multiple sclerosis, hemophilia, Crohn's disease and tissue/organ rejection
shall also be limited by the annual cost pool. If the costs of all care as described in this
Section 1.5 exceed the amount of $44,ooo.oo· in any year. SHP will either pay for the
additional services and submit invoices supporting the payments to the County along
1

1

....,., ;in $ H JJ invoice for one hundred percent ( 100%) of the costs in excess of
.:,,1.: 000 00 or In the alternative. will refer all additional qualifying invoices to County for
p:1vm.•11t clIrt:Ctlv to the provider of care. For all invoices payable to SHP as
rcunl1ursement ror pool excess costs, such amounts shall be payable by County within
tlw tv dr1ys of the SHP InvoIce date. For purposes of this Section 1.5, the pool amount
wtll IJE: prorated for any contract period of less or more than twelve months.
l ne intent of tl11s Section 1.5 is to define SHP's maximum financial liabilily and
l11n11atIon of costs for those cenarn chronic-care medications (as identified in Section 1.2
11 Ir 1n,s Section 1 5). all x-ray procedures (inside and outside the Jail), all dental
S"'rvIces pns1dc and outside the Jail), all hospitalizations and all other medical and
mental l1ealth services rendered outside the Jail.

1G
lnIunes Incurred Prior to Incarceration; Pregnancy. SHP shall not be
•n-:inc,cilly ,esponsible for the cost of any medlcal treatment or health care services
,rov1dcd to any inmate pnor to the inmate's formal booking and commitment into the

f urthermore. SHP shall not be financially responsible for the cost of medical
;reatment or health care services provided outside the Jail to medically stabilize any
nmate presented at booking with a life threatening injury or illness or in immediate need
"ll emergency medical care

Once an inmate has been medically stabilized and committed to the Jail, SHP
•.viii commencing at that point. then become responsible for providing and/or arranging
·or ;:ill medical treatment and health care services regardless of the nature of the illness
n· rnJury or whether or not the illness or injury occurred prior or subsequent to the
11 div1dual's IncarceratIon at the Jail. An inmate shall be considered medically stabilized
wt1en the patient's medical condition no longer requires immediate emergency medical
care or outside hospitalization so that the inmate can reasonably be housed inside the
Jail SHP s financial responsibility for such medical treatment and health care services
shall bC:' In accordance with. and as limited by, Sections 1.2 and 1.5 of this Agreement.
It ,s expressly understood that SHP shall not be responsible for medical costs
associated w,th the medical care of any infants born to inmates. SHP shall provide
and/or arrange for health care services to inmates up to , through, and after the birth
process. but SI IP shall not be responsible for the cost of health care services provided
10 an 1nfc1nt following bir111. ot11er than those services that may be delivered in the Jail
prior to transport to a hospital. In any event, SHP shall not be responsible for the costs
associated with rerforming or furnishing of abortions of any kind.

17
lninates Outside the Facilities. The health care services contracted in the
/\qreement are intended only for those inmates in the actual physical custody of the Jail

4

and for inmates held under guard in outside hospitals or other medical facilities who
remain In official custody of the Jail. Inmates held under guard in outside hospitals or
other med ical facilities are to be included in the Jail's daily population count. No other
person(s), including those who are in any outside hospital who are not under guard,
shall be the financial responsibility of SHP, nor shall such person(s) be included in the
daily population count
Inmates on any sort of temporary release or escape, including, but not limited to
inmates temporarily released for the purpose of attending funerals or other family
emergencies, inmates on escape status, inmates on pass, parole or supervised custody
who do not sleep in the Jail at night, shall not be included in the daily population count.
and shall not be the responsibility of SHP with respect to the payment or the furnishing
of their health care services.
The costs of medical services rendered to inmates who become ill or who are
iniured while on such temporary release or work-release shall not then become the
finanaa l responsibility of SHP after their return to the Jail. This relates solely to the
costs associated with treatment of a particular illness or injury incurred by an inmate
while on such temporary release. In all cases, SHP shall be responsible for providing
medical care for any inmate who presents to medical staff on-site at the Jail to the
extent such care can be reasonably provided on-site, or shall assist with arrangements
to obtain outside medical care as necessary. The costs of medical services associated
with a particular illness or injury incurred by an inmate while on temporary release or
work-release may be the personal responsibility of the inmate, or covered by workers'
compensation, medical insurance, accident insurance, or any other policy of insurance
which may provide payment for medical and hospital expenses. In the absence of
adequate insurance coverage, such costs may, at the election of the County, be applied
toward the annual cost pool described in Section 1.5, but shall not otherwise be the
financial responsibility of SHP.
Persons in the physical custody of other police or other penal jurisdictions at the
request of County, by Court order or otherwise, are likewise excluded from the Jail's
population count and are not the responsibility of SHP for the furnishing or payment of
health care services.
Elective Medical Care. SHP shall not be responsible for providing elective
medical care to inmates, unless expressly contracted for by the County. For purposes
of this Agreement. "elective medical care" means medical care which, if not provided,
would not, m the opinion of SHP's Medical Director, cause the inmate's health to
deteriorate or cause definite harm to the inmate's well-being. Any referral of inmates for
elective medical care must be reviewed by County prior to provision of such services.
1.8

5

19

Transportation Services. To the extent any inmate requires off-site nonemergency health care treatment including, but not limited to, hospitalization care and
specialty services, for which care and services SHP is obligated to arrange under this
Agreement. Cou nty shall, upon prior request by SHP, its agents, employees or
contractors. provide transportation as reasonably available provided that such
transportation is scheduled in advance. When medically necessary, SHP shall arrange
all emergency ambulance transportation of inmates in accordance with Section 1.4 of
this Agreement.
ARTICLE II: PERSONNEL.
21
Staffing. SHP shall provide medical and support personnel reasonably
necessary for the rendering of health care services to inmates at the Jail as described
1n and required by this Agreement. County acknowledges that SHP will not provide
medical staff on SHP-designated holidays, and there will be an allowance for a
reasonable number of absences for medical staff vacation and sick days.
2.2
Licensure, Certification and Registration of Personnel. All personnel
provided or made available by SHP to render services hereunder shall be licensed,
certified or registered, as appropriate, in their respective areas of expertise as required
by applicable South Carolina law.
2.3
County's Satisfaction with Health Care Personnel. If County becomes
dissatisfied with any health care personnel provided by SHP hereunder, or by any
independent contractor, subcontractors or assignee, SHP, in recognitlon of the sensitive
nature of correctional services, shall, following receipt of written notice from County of
the grounds for such dissatisfaction and in consideration of the reasons therefor,
exercise its best efforts to resolve the problem. If the problem is not resolved
satisfactorily to County, SHP shall remove or shall cause any independent contractor,
subcontractor, or assignee to remove the individual about whom County has expressed
dissatisfaction. Should removal of an individual become necessary, SHP will be
allowed reasonable time, prior to removal, to find an acceptable replacement, without
penalty or any prejudice to the interests of SHP.
24
Use of Inmates in the Provision of Health Care Services. Inmates shall
not be employed or otherwise engaged by either SHP or County in the direct rendering
of any health care services.
25
hereunder.
contractors
delegation.
be that of

Subcontracting and Delegation. In order to discharge its obligations
SHP shall engage certain health care professionals as independent
rather than as employees. County consents to such subcontracting or
As the relationship between SHP and these health care professionals will
independent contractor, SHP shall not be considered or deemed to be

6

~n~aged 1n the practice of medicine or other professions practiced by these
protess1ona1s. SHP shall not exercise control over the manner or means by which
these independent contractors perform their professional medical duties. However,
~HP shall exercise administrative supervision over such professionals necessary to

insure the strict fulfillment of the obligations contained in this Agreement. For each
agent and subcontractor, including all medical professionals, physicians, dentists and
nurses performing duties as agents or independent contractors of SHP under this
i\greement. SHP shall provide County proof, if requested, that there is in effect a
professional liability or medical malpractice insurance policy, as the case may be, in an
c1mount of at least one million dollars ($1,000,000.00) coverage per occurrence and five
r111ll1on dollars ($5,000,000.00) aggregate.

2.6
Discrimination. During the performance of this Agreement. SHP, its
employees, agents. subcontractors, and assignees agree as follows:
a. None

will discriminate against any employee or applicant for
employment because of race, religion, color, sex or national origin.
except where religion, sex or national origin is a bona fide occupational
qualification reasonably necessary to the normal operation of the
contractor.

b. In all solicitations or advertisements for employees, each will state that
it is an equal opportunity employer.
c. Notices, advertisements and solicitations placed in accordance with
federal law, rule or regulation shall be deemed sufficient for the
purpose of meeting the requirements of this section.

ARTICLE Ill REPORTS AND RECORDS
3.1 · Medical Records. SHP shall cause and require to be maintained a
complete and accurate medical record for each inmate who has received health care
services. Each medical record will be maintained in accordance with applicable laws
and County's policies and procedures. The medical records shall be kept separate
from the inmate's confinement record. A complete legible copy of the applicable
medical record shall be available, at all times, to County as custodian of the person of
ttie patient. Medical records shall be kept confidential. Subject to applicable law
regarding confidentiality of such records. SHP shall comply with South Carolina law and
County's policy with regard to access by inmates and Jail staff to medical records. No
information contained in the medical records shall be released by SHP except as
provided by County's policy, by a court order, or otherwise in accordance with the
applicable law. SHP shall, at its own cost, provide all medical records, forms, jackets,
and other materials necessary to maintain the medical records. At the termination of
this Agreement. all medical records shall be delivered to and remain with County.

7

However, County shall provide SHP with reasonable ongoing access to all medical
records even after the termination of this Agreement for the purposes of defending
ht1gation
32
Regular Reports by SHP to County. SHP shall provide to County, on a
c1;:i1e and 1n a form mutually acceptable to SHP and County, monthly statistical reports
relating to services rendered under this Agreement.
33
Inmate Information. Subject to the applicable South Carolina law, in order
to assist SHP in providing the best possible health care services to inmates, County
shall provide SHP with 1nfonnation pertaining to inmates that SHP and County mutually
1dent1fy as reasonable and necessary for SHP to adequately perform its obligations
hereunder.
34
SHP Records Available to County with Limitations on Disclosure. SHP
shall make available to County, at County's request, records, documents and other
papers relating to the direct delivery of health care services to inmates hereunder.
County understands that written operating policies and procedures employed by SHP in
the performance of its obligations hereunder are proprietary in nature and shall remain
the property of SHP and shall not be disclosed without written consent. Information
concerning such may not, at ~ny time, be used, distributed , copied or otherwise utilized
by County, except in connection with the delivery of health care services hereunder, or
as permitted or required by law, unless such disclosure is approved in advance writing
by SHP Proprietary infonnation developed by SHP shall remain the property of SHP.
3s
County Records Available to SHP with Limitations on Disclosure. During
the term of this Agreement and for a reasonable time thereafter, County shall provide
SHP. al SHP's request, County's records relating to the provision of health care
services to inmates as may be reasonably requested by SHP or as are pertinent to the
investigation or defense of any claim related to SHP's conduct. Consistent with
applicable law, County shall make available to SHP such inmate medical records as are
maintained by County, hospitals and other outside health care providers involved in the
care or treatment of inmates (to the extent County has any control over those records)
as SHP may reasonably request. Any such information provided by County to SHP that
County considers confidential shall be kept confidential by SHP and shall not, except as
may be required by law, be distributed to any third party without the prior written
approval of County.
ARTICLE IV: SECURITY
41
General. SHP and County understand that adequate security services
are essential and necessary for the safety of the agents, employees and subcontractors
of SHP as well as for the security of inmates and County's staff, consistent with the

ll

correct,onal setting. County shall take all reasonable steps to provide sufficient security
to enable SHP to safely and adequately provide the health care services described in
tt11s Agreement. It is expressly understood by County and SHP that the provision of
security and safety for the SHP personnel is a continuing precondition of SHP's
obligation to provide its services in a routine, timely, and proper fashion.
42
Loss of Equipment and Supplies. County shall not be liable for loss of or
damage to equipment and supplies of SHP, its agents, employees or subcontractors
unless such loss or damage was caused by the negligence of County or its employees.
43
Security During Transportation Off-Site. County shall provide prompt and
timely security as medically necessary and appropriate in connection with the
transportation of any inmate between the Jail and any other location for off-site services
as contemplated herein.

ARTICLE V: OFFICE SPACE, EQUIPMENT, INVENTORY AND SUPPLIES
5. 1
General. County agrees to provide SHP with reasonable and adequate
office and medical space, facilities, equipment, local telephone and telephone line and
utilities and County will provide necessary maintenance and housekeeping of the office
space and facilit1es.
5.2
Delivery of Possession. County will provide to SHP, beginning on the
date of commencement of this Agreement. possession and control of all County
medical and office equipment and supplies in place at the Jail's health care unit. At the
termination of this or any subsequent Agreement, SHP will return to County's
possession and control all supplies, medical and office equipment, in working order,
reasonable wear and tear excepted, which were in place at the Jail's health care unit
prior to the commencement of services under this Agreement.
53
Maintenance and Replenishment of Equipment. Except for the equipment
and instruments owned by County at the inception of this Agreement, any equipment or
instruments required by SHP during the tenn of this Agreement shall be purchased by
SHP at its own cost. At the end of this Agreement, or upon termination, County shall be
entitled to purchase SHP's equipment and instruments at an amount determined by a
mutually agreed depreciation schedule.
5.4
General Maintenance Services. County agrees that it is proper for SHP to
provide each and every inmate receiving health care services the same services and
facilities available to, and/or provided to, other inmates at the Jail.

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ARTICLE VI: TERM AND TERMINATION OF AGREEMENT
6 1 Term. This Agreement shall commence on July 1, 2013. The initial term
of this Agreement shall end on June 30, 2014, and shall be automatically extended for
add1t1onal one-year terms, subject to County funding availability, unless either party
provides written notice to the other of its intent to terminate at the end of the period.
62
Termination.
This Agreement, or any extension thereof, may be
terminated as otherwise provided in this Agreement or as follows:

a

Termination by agreement. In the event that each party mutually
agrees in writing, this Agreement may be terminated on the terms
and date stipulated therein.

b

Termination by Cancellation. This Agreement may be canceled
without cause by either party upon sixty (60) days prior written
notice in accordance with Section 9.3 of this Agreement.

c.

Annual Appropriations and Funding. This Agreement shall be
subject to the annual appropriation of funds by the Colleton County
Council. Notwithstanding any provision herein to the contrary, in
the event funds are not appropriated for this Agreement, County
shall be entitled to immediately terminate this Agreement, without
penalty or liability, except the payment of all contract fees due
under this Agreement through and including the last day of service.

63
Responsibility for Inmate Health Care.
Upon termination of this
Agreement, all responsibility for providing health care services to all inmates, including
inmates receiving health care services at sites outside the Jail, shall be transferred from
SHP to County.
ARTICLE Vil. COMPENSATION.
71
Base Compensation. County will pay to SHP the annualized price of
$225,000.00' during the initial term of this Agreement, payable in monthly installments.
Monthly installments during the initial term of this Agreement will be in the amount of
$18,750.00. each . SHP will bill County approximately thirty days prior to the month in
which services are to be rendered. County agrees to pay SHP prior to the tenth day of
the month an which services are rendered. In the event this Agreement should
commence or terminate on a date other than the first or last day of any calendar month,
compensation to SHP will be prorated accordingly for the shortened month.
7.2
Increases in Inmate Population. County and SHP agree that the annual
base price is calculated based upon an average daily inmate population of up to 110. If

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lhe average daily inmate population exceeds 110 inmates for any given month, the
compensation payable to SHP by County shall be Increased by a per diem rate of $1 .05,
for each inmate over 110. The average daily Inmate resident population shall be
calculated by adding the population or head count totals taken at a consistent time each
day and dividing by the number of counts taken. The excess over an average of 110, if
any, will be multiplied by the per diem rate and by the number of days in the month to
arrive at the increase in compensation payable to SHP for that month. In all cases
where adjustments become necessary, the invoice adjustment will be made on the
invoice for a subsequent month 's services. For example, if there is an average
populalton for any given month of 115 inmates, resulting in an excess of five (5)
inmates. then SHP shall receive additional compensation of five (5) times the per diem
rate times the number of days in that month. The resulting amount will be an addition to
the regular base fee and will be billed on a subsequent monthly invoice.
This per diem is intended to cover additional cost in those instances where
minor, short-term changes in the inmate population result in the higher utilization of
routine supplres and services. However, the per diem is not intended to provide for any
additional fixed costs, such as new fixed staffing positions that might prove necessary if
the inmate population grows significantly and if the population increase is sustained. In
such cases. SHP reserves the right to negotiate for an increase to its staffing
complement and its contract price in order to continue to provide services to the
increased number of inmates and maintain the quality of care. This would be done with
the full knowledge and agreement of the Detention Center Director and other involved
County officials, and following appropriate notification to County.
73
Future Years' Compensation. The amount of compensation (i.e., annual
base price and per diem rate as defined in Sections 7 .1 and 7 .2, respectively) to SHP
shall increase at the beginning of each contract year, except as stated herein. The
amount of compensation shall increase by two percent (2%) 'for the renewal period
effective July 1, 2014, and by two percent (2%) for the renewal period effective July 1,
2015 The amount of compensation to SHP shall not increase for the renewal period
effective July 1, 2016. For renewal periods effective on or after July 1, 2017, SHP shall
provide written notice to County of the amount of compensation increase requested , or
shall otherwise negotiate mutually agreeable terms with County prior to the beginning of
each annual renewal period.
0

7 4 Inmates From Other Jurisdictions. Medical care rendered within the Jail
to inmates from jurisdictions outside Colleton County, and housed in the Jail pursuant
to written contracts between County and such other jurisdictions will be the
responsibility of SHP, but as limited by Section 1.7. Medical care that cannot be
rendered within the Jail will be arranged by SHP, but SHP s hall have no financial
responsibility for such services to those inmates.

II

75
Responsibility For Work Release Inmates. SHP and County agree that
SHP will be responsible for providing on-site medical services as reasonable and
appropriate to County inmates assigned to work release and/or release for community
service work for government or nonprofit agencies upon an inmate's presentation to
SHP medical staff at the Jail. Notwithstanding any other provisions of this Agreement
to the contrary, SHP and County agree that County inmates assigned to work release,
1nclud1ng work for Colleton County agencies, are themselves personally responsible for
the costs of any medical services performed by providers other than SHP, when the
illness or 1nJury 1s caused by and results directly or indirectly from the work being
periormed, or when such illness or injury is treated while the inmate is on work release .
The costs of medical services associated with a particular illness or injury incurred by
an inmate while on work-release may be covered by workers' compensation, medical
nsurance, accident insurance, or any other policy of insurance which may provide
payment for medical and hospital expenses but shall not otherwise be the financial
responsibility of SHP. In all cases, SHP shall be responsible for providing medical care
for any inmate who presents to medical staff on-site at the Jail, including any inmate
1n1ured or infirmed while on work release or release for community service, to the extent
such care can be reasonably provided on-site, or shall assist with arrangements to
obtain outside medical care as necessary.
ARTICLE VIII: LIABILITY AND RISK MANAGEMENT.
81
Insurance. At all times during this Agreement, SHP shall maintain
professional liability insurance covering SHP for its work at County, its employees and
,ts officers in the minimum amount of at least one million dollars ($1,000,000.00) per
occurrence and five million dollars ($5,000,000.00) in the aggregate. SHP shall provide
County with a Certificate of Insurance evidencing such coverage and shall have County
named as an additional insured. In the event of any expiration, termination or
modification of coverage, SHP will notify County in writing.
8.2
Lawsuits Against County. In the event that any lawsuit (whether frivolous
or otherwise) is filed against County, its elected officials, employees and agents based
on or containing any allegations concerning SHP's medical care of inmates and the
performance of SHP's employees, agents, subcontractors or assignees, the parties
agree that SHP, its employees, agents, subcontractors, assignees or independent
contractors, as the case may be, may be joined as parties defendant in any such
lawsuit and shall be responsible for their own defense and any judgments rendered
against them in a court of law.
Nothing herein shall prohibit any of the parties to this Agreement from joining the
remaining parties hereto as defendants in lawsuits filed by third parties.

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83
Hold Harmless. SHP agrees to indemnify and hold harmless the County,
its agents and employees from and against any and all claims, actions, lawsuits,
damages Judgments or liabilities of any kind arising solely out of the aforementioned
program of health care services provided by SHP. This duty to indemnify shall include
all attorneys' fees and litigation costs and expenses of any kind whatsoever. County or
Sheriff shall promptly notify SHP of any incident, claim, or lawsuit of which the County
becomes aware and shall fully cooperate in the defense of such claim , but SHP shall
retain sole control of the defense while the action is pending, to the extent allowed by
law
In no event shall this agreement to indemnify be construed to require SHP to
indemnify the County. its agents and/or employees from the County's, its agents' and/or
employees' own negligence and/or their own actions or inactions.
County does hereby agree to indemnify and hold hanTiless SHP, its agents and
P.mployees from and against any and ail claims, actions. lawsuits, damages, judgments
or liabilities of any kind arising solely out of the operation of the facility and the
negligence and/or action or inaction of the Sheriff, the County or their employees or
agents. Thrs duty to indemnify shall include all attorneys' fees and litigation costs and
expenses of any kind whatsoever. SHP shall promptly notify the County of any
rncrdent. claim. or iawsurt of which SHP becomes aware and shall fully cooperate in the
defense of such claim, but the County shall retain sole control of the defense while the
action rs pending. to the extent allowed by law. In no event shall this agreement to
indemnify be construed to require the County to indemnify SHP, its agents and/or
employees from SHP's. its agents' and/or employees' own negligence and/or their own
actions or inactions.
ARTICLE IX: MISCELLANEOUS.
9.1
Independent Contractor Status. The parties acknowledge that SHP is an
independent contractor engaged to provide medical care to inmates at the Jail under
the direction of SHP management. Nothing in this Agreement is intended nor shall be
construed to create an agency relationship, an employer/employee relationship, or a
Jornt venture relationship between the parties.
9.2
Ass ignment and Subcontracting. SHP shall not assign this Agreement to
any other corporation without the express written consent of County which consent shall
not be unreasonably withheld. Any such assignment or subcontract shall include the
oblrgatrons contained in this Agreement. Any assignment or subcontract shall not
relieve SHP of its independent obligation to provide the services and be bound by the
requirements of this Agreement.
93
Notice.
Unless otherwise provided herein, all notices or other
communica tions required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been duly given if delivered personally in hand or
sent by certified marl, return receipt requested, postage prepaid, and addressed to the

13

appropnate party(s) at the following address or to any other person at any other
address as may be designated in writing by the parties:

a

County:

Colleton County Council
31 Klein Street
Walterboro, South Carolina 29488

b

SHP:

Southern Health Partners, Inc.
2030 Hamilton Place Blvd., Sui1e 140
Chattanooga, Tennessee 37421

Notices shall be effective upon receipt regardless of the form used.
94
Governing Law and Disputes. This Agreement and the rights and
obllgatrons of the parties hereto shall be governed by, and construed according to. the
laws of the State of South Carolina, except as specifically noted. Disputes between the
Parties shall. first, be formally mediated by a third party or entity agreeable to the
Parties, in which case the Parties shall engage in good faith attempts to resolve any
such dispute with the Mediator before any claim or suit arising out of this Agreement
may be filed in a court of competent jurisdiction.
9.5
Entire Agreement. This Agreement constitutes the entire agreement of
the parties and is intended as a complete and exclusive statement of the promises,
representations, negotiations, discussions and agreements that have been made in
connection with the subject matter hereof. No modifications or amendment to this
Agreement shall be binding upon the parties unless the same is in writing and signed by
the respective parties hereto. All prior negotiations, agreements and understandings
with respect to the subject matter of this Agreement are superseded hereby.
9.6
Amendment. This Agreement may be amended or revised only in writing
and signed by all parties.
97
Waiver of Breach. The waiver by either party of a breach or violation of
any provision or this Agreement shall not operate as, or be construed to be, a waiver of
any subsequent breach of the same or other provision hereof.
9.8
Other Contracts and Third-Party Beneficiaries. The parties acknowledge
that SHP is neither bound by nor aware of any other existing contracts to which County
Is a party and which relate to the providing of medical care to inmates at the Jail. The
parties agree that they have not entered into this Agreement for the benefit of any third
person or persons, and it is their express intention that the Agreement is intended to be
for their respective benefit only and not for the benefit of others who might otherwise be
deemed to constitute third-party beneficiaries hereof.

14

~.l ~1
Severability. In the event any provision of this Agreement is held to be
,nenforceable for any reason, the unenforceability thereof shall not affect the
remainder of the Agreement which shall remain in full force and effect and enforceable
,n accordance with its terms.
1

9. 1O Liaison. The Detention Center Director or his designee shall serve as the
IIaIson w1tt1 SHP
911

Cooperation. On and after the date of this Agreement, each party shall,

c1t the request of the other. make, execute and deliver or obtain and deliver all
instruments and documents and shall do or cause to be done all such other things
which either party may reasonably require to effectuate the provisions and intentions of
0
this Agreement.

9. 12

Time of Essence. Time is and shall be of the essence of this Agreement.

Authority. The parties signing this Agreement hereby state that they
r1ave the authority to bind the entity on whose behalf they are signing.
Y 13

9. 14
Binding Effect. This Agreement shall be binding upon the parties hereto,
their heirs. administrators. executors, successors and assigns.

9. 15
Cumulative Powers. Except as expressly limited by the terms of this
Agreement. all rights. powers and privileges conferred hereunder shall be cumulative
and not restrictive of those provided at law or in equity.

15

IN VV ITN FSS W HEREOF. lhe parties have executed this Agreeme nt in their
orf1 c1al capac1 l1es villl lega l authority to do so .

'.\TTESl

1

1~~~1t:Oa le

l,...-\6..--Wl~
SOUTHERN HEAL TH PARTNERS, INC .
BY:

Jeffrey A. Re
Date:

(;.

ons, Chief Executive Officer

/1 L (! 3
}

: County Council
Sponsor(s)
Adopted
: June 4, 2013
Committee Referral
: NIA
Committee Consideration Date : NIA
Committee Recommendation : NIA

RESOLUTION NO. 13-R-54

COUNCIL-ADMINISTRATOR FORM OF GOVERNMENT FOR COLLETON COUNTY
[A Resolution to Award the Health Care Services Contract for the Colleton County
Detention Center.

WHEREAS:

1.

The County advertised a Request for Bids, CCSO-05, for health care services for
the Colleton County Detention Center; and

2.

Two companies responded to the Request for Bids, CCSO-05; and

3.

The County evaluated the bids and recommends the contract be awarded to
Southern Health Partners, Inc. for Option 2.

NOW THEREFORE BE IT RESOLVED BY THE COLLETON COUNTY
COUNCIL DULY ASSEMBLED THAT:
~
\'? ,.\

1.

County Council hereby awards the contract in accordance with Bid CCS0-05 to
Southern Health Partners, Inc. for Option 2 in the amount of $225,200'fo~ year one,
$229,70~for year two, $234,298.08 for year three and $234,298.~8 for year four.
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V

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/

2.

The County Administrator is hereby authorized to execute the contract on behalf of
the County pending approval of same by the County Attorney.

3.

Funding for health care services for the Colleton County Detention Center are
included in the FYl 4 budget.

ATTEST:

aRuth Mayer,
,~G\\~
Counclicrk

SIGNED:

~-m~~-',,,
Phillip.Taylor, Sr., Cairman
COUNCIL VOTE: Unanimous
OPPOSED: