PROFESSIONAL SERVICES CONTRACT BETWEEN THE STATE OF WYOMING, DEPARTMENT OF CORRECTIONS AND CORIZON HEALTH, INC. 1. Parties. The parties to this Contract are the State of Wyoming, Department of Corrections (WDOC), whose address is 1934 Wyott Drive, Suite 100, Cheyenne, Wyoming 82002, and Corizon Health, Inc. (Contractor), whose address is 103 Powell Court, Brentwood, Tennessee 37027. 2. Purpose of Contract. The purpose of this Contract is to set forth the terms and conditions by which the Contractor shall provide comprehensive medical, mental health, vision, dental, and special services for the needs of all inmates sentenced to the custody of the WDOC and incarcerated in the Wyoming Medium Correctional Institution (WMCI), including the Intensive Treatment Unit (ITU), at Torrington, Wyoming; the Wyoming Women’s Center (WWC), including the ITU, at Lusk, Wyoming; the Wyoming Honor Farm (WHF) at Riverton, Wyoming; the Wyoming Honor Conservation Camp and Boot Camp (WHCC) at Newcastle, Wyoming; and the Wyoming State Penitentiary (WSP) at Rawlins, Wyoming. This Contract is effective when all parties have executed it and all required approvals have been granted (Effective Date) or November 1, 2014, whichever is later. The term of the Contract is from the Effective Date through June 30, 2016. All services shall be completed during this term. This Contract may be renewed by mutual agreement of the parties in writing and subject to the required approvals. There is no right or expectation of renewal and any renewal will be determined at the discretion of WDOC. 3. Term of Contract and Required Approvals. By law, contracts for professional or other services must be approved by the Attorney General and A&I Procurement, Wyo. Stat. § 9-1-403(b) (v), and all contracts for services costing over one thousand, five hundred dollars ($1,500.00) must be approved by the Governor or his designee as well, Wyo. Stat. § 9-2-10 16(b)(iv). 4. Payment A. WDOC agrees to pay Contractor for the services described in Section 5 below. The total payment under this Contract shall not exceed thirty-four million, six hundred ninety-six thousand, seven hundred ninety-two dollars ($34, 696,792.00). Payment shall be made monthly. Payment shall be made upon submission of invoice pursuant to Wyo. Stat. § 16-6-602. No payment shall be made for work performed before the Effective Date of this Contract. Invoices shall be submitted by the fifteenth (15th) day of each month and WDOC shall Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 1 of56 issue payment to the Contractor by the last working day of each month. B. Contractor shall submit invoices in sufficient detail to ensure that payments may be made in conformance with this Contract. Should the Contractor fail to perform in a manner consistent with the terms and conditions set forth in this Contract, the Contractor may be given written notice of WDOC’s intent to withhold payment under this Contract. Should the Contractor fail to cure the identified deficiencies within thirty (30) days of receipt of notice, payment may be withheld until such time as the Contractor performs its duties and responsibilities to the satisfaction of WDOC. All invoices submitted for payment must include Contractor’s Taxpayer Identification Number (TIN). Payment shall be made from the Budget Unit 1033. C. Of the thirty-four million, six hundred ninety-six thousand, seven hundred ninety-two dollars ($34,696,792.00) set forth in paragraph A, four million four hundred thousand dollars ($4,400,000.00) shall be set aside by WDOC to be used as monies payable to Contractor for purposes of satis1~ing any and all monthly invoices for the WDOC’s portion of the Risk Share Arrangement as described below. The above sections are dependent on the availability of funds requested by WDOC, appropriated by the legislature, and made available for use. D. The total Contract amount is based on an average inmate daily population (“ADP”) of two thousand, one hundred twenty-four (2,124). In the event the ADP, according to WDOC’s calculations, exceeds two thousand, one hundred twenty-four (2,124), WDOC agrees to pay Contractor a per diem rate of six dollars and twelve cents ($6.12) per day, per inmate, exceeding the base number of two thousand, one hundred twenty-four (2124) WDOC inmates. In the event there is a sustained increase in the ADP (i.e., more than thirty (30) consecutive days), WDOC and Contractor hereby agree to meet and negotiate an amendment to this Contract, so as to address any necessary increases in the staffing complement and related compensation due and owed to Contractor as a result of the sustained increased inmate population (based on ADP). E. Payment to Contractor shall be made in twenty (20) equal monthly installments of, one million, five hundred fourteen thousand, eight hundred thirty-nine dollars and fifty cents ($1,514,839.50), not to exceed thirty million, two hundred ninety-six thousand, seven hundred ninety-dollars ($30,296,790.00) 5. share Risk Share Arrangement/Financial Limitations. A. The Parties hereby acknowledge and agree that the risk parameters (and resultant financial implications to the Parties Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page2of56 (collectively “Risk Share Arrangement”) have been established for the mutual benefit of the Parties in order to contain costs associated with this Contract. B. The intent within this section is to define Contractor’s responsibilities and cost limitations for Off-site services as outlined below. Pursuant to the terms of this Contract and consistent with Constitutional, community, and NCCHC Standards, Contractor hereby agrees to arrange for, ensure the provision of and initially pay for all medical, dental, vision, mental health, and any special needs care, as well as the necessary transition services for any and all WDOC Inmates at WMCI, WSP, WWC, WHF, WHCC. Said services shall include medically necessary discharge planning and any referral(s) for inmates in WDOC Facilities, including those housed in specialty therapeutic programs such as the Intensive Treatment Units (ITU) at WMCI and WWC. C. Once an inmate has been taken into the custody of the WDOC (from the time of intake into the WDOC facilities) Contractor shall be financially responsible for the cost of all medical treatment regardless of the nature of the illness or injury or whether or not the illness or injury occurred prior or subsequent to the individual’s incarceration at the WDOC (once the inmate has been determined to be medically stabilized), subject to the limitations on financial responsibility for Off-site Services as set forth below. An inmate shall be considered medically stabilized when the medical condition no longer requires immediate emergency medical care or outside hospitalization so that the inmate can be reasonably housed inside a WDOC facility. The WDOC shall notify the Contractor’s on-site staff of all remotely booked inmates within twenty-four (24) hours of said booking (as applicable). IX For purposes of this Contract, Off-site services shall be defined to include services that are rendered outside of the five (5) WDOC facilities (WMCI, WSP, WWC, WHF, and WHCC), including but not limited to the following (the list below is not intended to be all-inclusive): 1. ii. iii. Inpatient hospitalization; Off-site surgical services, devices, implants, prosthetics; Physician fees associated with inpatient or outpatient care; iv. Office visits (excluding post-op services included in the surgical fees and bundles); v. Ambulatory surgery including professional fees, technical fees, and facility charges; vi. Emergency care including ground ambulance transfers, Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 3 of56 air transfers, or other emergency transport services; vii. viii. Ix. Diagnostic and Therapeutic radiology (off-site); Ultrasound; Renal dialysis requiring hospital level of care; x. Chronic Renal dialysis (when services are not possible on site due to any reason other than staffing variance) or contractor required maintenance; xi. medical specialist; Chemotherapy infusions when ordered Off-site by xii. Specialty Physician office visits (i.e., 03, Cardiac, Oncology); xiii. Laboratory and pathological capabilities (related to and generated during Off-site specialty services); Physical Therapy and Rehabilitative Medicine. xiv. The Parties hereby acknowledge and agree the costs for all Off-site Services (provided to the WDOC inmates) will be the shared financial responsibility of the Parties. Specifically, the WDOC and Contractor shall each be financially responsible for fifty percent (50%) of the total costs spent on Off-site Services. xv. Contractor shall be responsible for the initial payment of all invoices associated with the provision of Off-site Services. On a monthly basis, the Contractor will bill the WDOC for fifty percent (50%) of any and all costs paid for off-site Services related to dates of services occurring within the Contract Term. Such billings will be in addition to the twenty (20) equal monthly payments identified in Section 4.A. of this Contract and will be due and payable within thirty (30) days of receipt. xvi. Contractor shall provide monthly, documentation (via electronic format) to support claims paid by the Contractor for Off-site Services. xvii. The Parties recognize that Contractor cannot control the timeliness of the submission of claims and/or invoices from noncontracted third party providers. In addition, there may be instances in which the Contractor has denied a claim, but the provider has appealed the denial and the claim is still in the appellate process, therefore such monthly billings will continue beyond the Contract Term until all claims for off-site Services related to dates of services occurring within the Contract Term have been Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 4of56 received and paid by the Contractor. E. Electronic Medical Record I. Electronic Medical Records (EMR). The parties agree that Contractor will contract directly for the implementation of an EMR system and necessary collocation and infrastructure support necessary to implement and maintain that system for each of the WDOC correctional facilities. The parties have planned jointly for this implementation. The parties acknowledge and agree that the EMR’s anticipated “Go-Live” date at the first WDOC institution is on or before March 31, 2014, which is prior to this Contract’s Effective Date, as first set forth above, and thus governed by the terms and conditions of the preceding agreement between parties, dated on or around June 22, 2012, as amended. Notwithstanding the foregoing, in the event the “Go-Live” date is after this Contract’s Effective Date, each party agrees to be financially responsible for fifty percent (50%) of the projected costs of implementation of the EMR not to exceed five hundred fifty-seven thousand, six hundred seventeen dollars ($557,617.00). Allowable costs associated with the implementation of the EMR, as defined herein, shall be allowed expenses under the Risk Share Arrangement of this Contract, Contractor shall provide a one time invoice to WDOC for its share of the implementation costs upon completion of the “Go-Live” phase of implementation of the EMR. ii. The projected implementation costs are detailed in Attachment C which is attached hereto and incorporated herein. Should the actual cost of implementation be less than the projected costs defined in Attachment C, Contractor shall reduce the amount owed by WDOC to fifty percent (50%) of the actual costs. iii. Should the actual cost of implementation be greater than the projected costs defined in Attachment C, Contractor shall be solely and exclusively responsible for the difference between the actual cost and the projected implementation costs. Attachment C to this Contract includes the hardware Contractor deems necessary for the implementation and continued use of EMR (hereinafter referred to as “EMR Hardware”). Contractor shall be responsible for maintenance, replacement, and purchase of any additional EMR Hardware not listed in Attachment C which may become necessary for implementation or continued use of the EMR. All EMR Hardware purchased by Contractor shall be the property of WDOC and remain with WDOC upon termination of this Contract. Contractor shall provide for the cost of maintaining the EMR system, including, but not limited to, annual technical support fees and annual enhancement and upgrade fees, at no cost to WDOC. Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 5 of56 6. Responsibilities of Contractor A. General Obligations I. The Contractor agrees to provide all medical, dental, vision, mental health, and special needs care, as well as necessary transition services such as medically necessary discharge planning and referral for inmates in WDOC facilities, including those housed in specialty therapeutic programs such as the Intensive Treatment Units (ITU) at WMCI and WWC, as provided in this Contract and attachments hereto, according to constitutional, community and National Commission on Correctional Health Care (NCCHC) Standards. Contractor agrees to maintain current NCCHC accreditation at WHCC, WHF, WMCI, WSP, and WWC. ii. The Parties agree that Contractor shall be bound by State of Wyoming Request for Proposal (RFP) No. 0043-T, dated August 13, 2009, and Contractor’s response to said RFP No. 0043-T, dated September 18, 2009. The Parties further agree that Contractor shall be bound by and adhere to the National Commission on Correctional Health Care, Standards for Health Services in Prisons, Chicago: 2014, or the most recent edition (NCCHC Standards). iii. The following documents are attached hereto, incorporated herein and made a part of this Contract. The parties agree that those portions of such documents which set forth respective duties of performance and conditions thereof by each of the parties shall govern performance under this Contract, except as otherwise explicitly provided herein: a. Attachment A. Corizon Staffing Pattern for Corizon Administration. b. Attachment 3. Salary and Benefits Information for Calculating Liquidated Damages. c. Attachment C. Records Implementation Costs. Projected Electronic Medical iv. Contract language in this document shall have precedence and control over any language contained within any document referenced within this Contract which conflicts with the signed and fully executed Contract. In the event of a conflict between the Contract and any document referenced in this Contract, the following order of documents shall govern, in the order listed: (1) the Contract, then (2) any Attachment to this Contract, then (3) RFP No. 0043-T, then (4) NCCHC Standards, then (5) Contractor’s Response to RFP No. 0043-T. In the case of a conflict, any clarification must be mutually agreed upon in writing and will govern the contractual relationship Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 6of56 between the parties. At all times, the greater or more intensive level of services for medical, dental, vision, mental health, and special needs care shall be presumed to control. B. Administrative Services i. The Contractor shall have in place the administrative components and site specific operational policies and procedures necessary for continuing compliance with Contract specifications and maintenance of accreditation and certification status. WDOC reserves the right to review and approve policies and procedures of the Contractor in any area affecting its performance. Should specific policies and procedures not be approved by WDOC, the Contractor will be notified in writing as to the nature of the denial and provided with information related to rationale, required corrections or additions. II. The Contractor shall be responsible for ensuring that Contractor’s staff reports any problems and/or unusual incidents to WDOC, as required by WDOC Policy #1.013, Incident Reporting. This includes, but is not limited to medical, security-related and personnel issues that might adversely impact upon the delivery of comprehensive medical, mental health, vision, dental, and special services. All reportable incidents shall be documented on a WDOC Form #102, Staff Report, after their occurrence and prior to staff leaving shift for the day and submitted to the facility CEO or designee. Contractor’s staff shall make written documentation of any inmate injuries, or lack thereof, in the inmate’s medical progress notes following an unusual incident. A medical incident report shall be completed by Contractor’s staff for all unusual incidents and forwarded to WDOC. Reporting of problems and/or unusual incidents to WDOC shall be in a format prescribed by WDOC. iii. Contractor shall comply with and implement WDOC directed corrective action plans resulting from departmental investigations, inmate grievances, and/or independent program audits. Contractor shall be required to provide written documentation of actions taken pursuant to corrective actions directed by WDOC. C. Personnel i. The base compensation shall reflect the system-wide complement of staff as described in Attachments A and B. This includes the number of full-time equivalents (FTE’s), the credentials and the distribution of staff among facilities. The Contractor is responsible for assuring that all the required registrations, licenses and credentials associated with the operation are active and in good standing. This includes, but is not limited to medical, dental, physician assistant, nurse practitioner, nursing, nursing assistant, and other licenses, DEA numbers and registration with the appropriate State Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 7of56 Boards. The Contractor shall be responsible for providing educational services for all medical, mental health, vision, dental, and special services staff. The Contractor’s contractual relationship with professional staff shall support continuing education activities. ii. All personnel supplied by the Contractor will be appropriately licensed in the State of Wyoming and each such licensed employee or subcontractor will hold an unrestricted license, and/or certification. iii. Full time is defined to mean the employee or subcontractor is working thirty-six (36) to forty (40) hours per week. These are referred to as full-time equivalent (FTE) positions. These hours may be accomplished on a “flexible” schedule to maximize efficiency and meet facility required hours of service and needs. Iv. Contractor will provide twenty-four (24) hour, seven (7) days per week backup physician coverage via telephone, tele-medicine, or onsite during periods of absences of the physician, psychiatrist or dentist. Contractor shall make reasonable efforts to minimize the need for after hours or weekend emergency transports for medical needs which can be handled with onsite equipment and facilities by procuring agreements with physicians or advanced-level practitioners to come on site to attend to such medical needs during after-hours or weekends. v. The Contractor shall provide twenty-four (24) hour, seven (7) day per week access by on-site Contractor staff and WOOC staff to either the Contractor’s medical director and/or designated substitute physician. vi. All Contractor employees and subcontractors must pass a background investigation conducted by WDOC prior to providing services. Such investigation shall be the equivalent of investigation required of all WDOC personnel. vii. The Contractor shall uphold and comply with State of Wyoming substance abuse policy and any further drug testing of new hires and annual random testing of current employees as required by WDOC. The Contractor shall pay the costs of all testing for its employees. viii. WDOC, at its sole discretion, reserves the right to deny entry of any Contractor employee or subcontractor staff to any WDOC institution. WDOC agrees to promptly provide written notice to the Contractor regarding any employee of the Contractor or subcontractor it has denied the right of entry. ix. Contractor agrees to require all newly hired employees to attend the existing pre-service training and on-site orientation program Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 8of56 provided by WDOC. Contractor understands that pre-service training orientation may require up to forty (40) hours of training time for each employee as determined by WDOC. Ideally, Contractor shall require employees to attend pre-service training prior to engaging in the delivery of services within a WDOC institution. If such attendance prior to employment is impractical, Contractor agrees to require newly hired employees to attend the next pre service training offered by the WDOC. Contractor shall require all employees to attend regular in-service training for refresher and continuing security training when offered by the WDOC or the facility at which the Contractor employee is assigned. x. The Contractor shall provide to WDOC a schedule of all employees and subcontractors which includes each person’s employment status, salary and benefits information and pertinent personnel identifying information at the commencement of the Contract, quarterly thereafter, and upon request. The WDOC agrees to keep all salary and benefit information provided by the Contractor confidential. The schedule shall be kept current and include all changes that are applicable to the presentation of a full disclosure listing of all medical, mental health, vision, dental, and special services positions and personnel and their terms and conditions of employment. xi. For all professional personnel, the following credentials, as applicable, shall be on file on-site with the Contractor. Copies of the following items shall be provided to WDOC upon request: a. Current Licensure; b. State Controlled Substance registration and DEA authorization; c. Insurance Coverage; d. Education/training: medical school/graduate school, internships, residencies, fellowships, other clinical training, Foreign Medical Graduate; e. Board Certification (specialty); f. National Practitioner Data Bank (NPDB); g. Federation of State Medical Boards (FSMB); h. Professional Organizations (Memberships); i. Hospital/Institutional Affiliation (previous five Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 9 of 56 (5) years); j. Signed attestation from the applicant; k. Up-to date resume or curriculum vitae. xii. Designated site medical, mental health, vision, dental, and special services personnel shall be required to attend staff meetings as directed by the facility Warden. This will include attendance either in person or telephonically at regularly scheduled WDOC Central Office meetings when requested. xiii. Contractor shall provide the facility Warden with a contact list for staff callback in the event of institutional emergencies. xiv. All Contractor staff, both employees and subcontractors, will be required to sign in and sign out of the facility pursuant to WDOC and facility policies. xv. Contractor will facilitate contract management meetings at a minimum of every two (2) weeks. These meetings may be accomplished either in person or telephonically. The purpose of these meetings will be to review performance expectations and contract compliance, including resolution of contract disputes. Written minutes will be taken and distributed to all parties involved. Participants will include: WDOC staff responsible for day to day oversight, contract compliance, and Contractor’s management staff with site specific and state responsibilities. Quarterly meetings may be convened in WDOC Central Office when requested by either party and shall include all of the above participants and executive staff of Contractor and WDOC. D. Medical Disaster and Emergency Care I. Medical Disaster. The Contractor will adopt the WDOC emergency response plan and procedures. In addition the Contractor shall have in place a medical emergency plan which is approved by the Warden at each site, and which includes the following: a. Communications system; b. Recall of key staff; c. Assignment of health care staff; d. Establishment of command post; e. Safety and security of the patient and staff areas; Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 10 of 56 f. Use of emergency equipment and supplies; g. Establishment of a triage area; h. Triage procedures; i. Medical records — identification of the injured; j. Use of ambulance services; k. Transfer of injured to local hospitals; 1. Evacuation procedures coordinated with security staff m. Practice drills for all shifts at each site. n. Contractor staff at the other institutions shall be ready if necessary to assist the institution experiencing the emergency. ii. Emergency Medical Services. The Contractor shall be responsible for health care delivery on a twenty-four (24) hour, seven (7) day per week basis at WHF, WHCC, WSP, WMCI, WWC. In the event of an emergency, health services staff will provide onsite emergency intervention for staff, inmates and visitors when required. Contractor will coordinate all emergency transfers with security staff. a. In any case where the shift commander or designee has determined that an inmate needs medical attention and cannot travel to the institution’s infirmary or medical clinic area, appropriate medical personnel, i.e., physician, nurse, nurse practitioner or physician’s assistant, will render immediate health care to the inmate at his/her location. b. The Contractor will provide emergency services to WDOC employees, official WDOC guests, outside contractors, inmates’ visitors, or other visitors at each of the institutions. The institution will maintain an Automatic External Defibrillator (AED) and an emergency response kit. The medical director or the designated responsible physician must be Advanced Cardiac Life Support certified (current) and all health care staff will be Basic Cardiac Life Support certified (current) as required by law. Each institution will conduct an unannounced “mock code” with complete documentation at least quarterly. c. The Contractor shall ensure availability of emergency treatment through predetermined arrangements and will develop a Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page Ii ofS6 plan and agreements with Off-site facilities for referral of all emergencies that cannot be treated on site. All emergencies requiring a “911 call” or its equivalent will be reported to WDOC within twenty-four (24) hours with particular attention to the elapsed time between the call for assistance and the arrival of trained personnel. An on-site log of all such calls will be maintained at each facility for review by WDOC officials. d. Contractor shall ensure that emergency drills are conducted at each WDOC Facility at a minimum of one (1) time per year. E. Continuous Quality Improvement (CQI) i. The Contractor shall institute a program of Continuous Quality Improvement (CQI) and Professional Peer Review at each WDOC facility which will include, but not be limited to, audits and record review. Physician peer reviews shall occur no less than quarterly. The Contractor shall provide WDOC with monthly reports and minutes from required monthly CQI meetings in a mutually acceptable format. The WDOC reserves the right to request topics for possible inclusion in review schedules. The CQI program must include both process and outcome studies and must cover all aspects of care provided. The CQI program must use multi disciplinary committees and must involve all health care staff during the calendar year. Mortality review and evaluation of Off-site care must come under the scope of the CQI program. ii. The Contractor shall establish a mortality review process. WDOC must be informed as soon as feasible of any death regardless of circumstances and no later than twenty four (24) hours after the event. A preliminary report of the mortality review shall be submitted by the site medical director or regional medical director to WDOC within seventy-two (72) hours of the inmate death, and a final report within thirty (30) days unless delay is due to circumstances outside of the control of the Contractor. iii. The medical staff will convene regularly with WDOC representatives and staff to discuss issues relevant to medical care in the system. The meeting will generally occur quarterly unless waived by the WDOC. The Contractor will be responsible for all costs including transportation, housing, and any other expenses associated with this meeting. F. Inmate Receiving and Diagnosis Function i. The Contractor shall provide a health evaluation of all new inmates, including transferees, in accordance with NCCHC Standards for Health Services in Prisons. Initial screening will occur within two (2) hours of inmate arrival, and a complete assessment will be completed within seven (7) calendar days of arrival. This evaluation will be done at Professional Services Contract between the State of Wyoming. Department of Corrections and Corizon Health, Inc. Page 12 ofS6 WSP/WMCI and WWC before the inmate enters general population. In addition to any tests required under NCCHC Standards, the following will be performed: a. HIV/ RPR antibody testing is mandatory with pre and posttest counseling as appropriate. Contractor shall conduct the blood draw and testing will be conducted at the State Public Health Lab. b. DNA sampling will be done per Wyo. Stat. § 7-19-403 and in accordance with WDOC Policy and Procedure #4.30 1, DNA Sampling, using the sampling method prescribed by the WDOC. c. IGRA (Interferon Gamma Release Assay). d. Chest x-ray and appropriate treatment as outlined in WDOC Policy 4.304, Tuberculosis Risk Management: Inmates. e. An annual risk assessment screen shall be completed and documented on all inmates. These screens become part of the inmates’ medical record. 0. Primary Medical Care i. The Contractor shall provide onsite primary and preventive health care services in accordance with the NCCHC Standards for Health Care in Prisons, including any addenda thereto, at each institution covered by this Agreement. ii. Nurse Call. Nurse call shall take place through direct contact with the inmate by a nurse (RN or LPN) or mid-level provider (PA or ANP) and will be held five (5) days per week. Any unresolved diagnostic or therapeutic problems shall be referred to a mid-level provider or to the physician. Any inmate reporting to sick call more than two (2) times with the same complaint and who has not seen a physician, shall be referred to see the physician at the next available provider sick call. iii. Provider Sick Call. Provider sick call shall be provided and conducted at all WDOC sites pursuant to NCCHC Standard P-E-07. iv. Routine non-invasive diagnostic procedures shall be provided. Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 13 of 56 v. Identification and referral of conditions requiring secondary and tertiary services shall be provided. vi. Medication administration and monitoring shall be provided, including required record reviews every sixty (60) days to ensure continuity and appropriate treatment regimes. vii. Qualified health care staff shall visit all inmates on lock down status according to NCCHC Standard P-E-09. The responsible physician or mid-level provider must visit the segregation areas of WDOC facilities at least once each week. This is in addition to compliance with NCCHC Standard P-E-07 non- emergency health care requests and services. H. Secondary Medical Care Services i. The Contractor shall make referral arrangements with specialists for the treatment of those inmates with health care problems that may extend beyond the primary care services provided on site. All specialists must be Board Certified or qualified in their respective specialty. ii. The Contractor shall arrange for specialty clinics to be conducted on site at the various institutions whenever practical. iii. Contractor shall endeavor to consolidate the scheduling of appointments and services for inmates with community physicians, hospitals and other health care providers and services to minimize the impact upon security staff and transportation staff. iv. Contractor shall use its best efforts to ensure that all recommendations involving any special procedures or non-routine follow-up are communicated verbally between the consultant and a licensed, registered nurse, nurse practitioner, physician’s assistant or physician within twenty-four (24) hours of the consult. Contractor shall use its best efforts to ensure that each activity results in a legible report in the inmate’s medical record within seventy-two (72) hours of the encounter. Contractor shall ensure communication is made and reports are included in the inmate’s medical record unless the failure to meet the requirement is beyond Contractor’s control. v. When a patient is returned to their resident institution, the Contractor must place a written report in the medical record based upon a discussion with the Off-site consultant that contains the following: a. Reason for the consult (subjective); b. Appropriate exam/lab findings (objective); Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 14 of56 c. Diagnosis (assessment) recommendations: including specific d. Discharge plan(s) as appropriate; and e. Follow-up appointment (if necessary). f. The Contractor will use its best efforts to ensure that the final typewritten report from the consultant is placed in the medical record within ten (10) working days of the consultation. Contractor shall ensure that reports are included in the inmate’s medical record unless the failure to meet the requirement is beyond Contractor’s control. g. The results of all tests and consultations will be conveyed to the inmate within three (3) working days of the receipt by the Contractor’s health care professional. I. Inpatient-Infirmary i. The Contractor shall manage and utilize WDOC inpatient infirmaries to reduce Off-site hospitalizations. Ii. Operations and management of the infirmary shall Include a. Supervision of the infirmaries by a registered nurse at all times. A medical staff member will be physically present in the infirmary at all times. b. A physician or mid-level practitioner on-call twenty-four (24)hours per day. c. Infirmary rounds shall be conducted and documented by mid-level practitioners or nursing staff on a seven (7) day per week basis and by physicians daily Monday through Friday. A licensed physician, physician assistant or nurse practitioner will be on call or on-site (as medically necessary) on weekend days. Progress notes entered by mid-levels must be reviewed and/or counter signed by the responsible physician within two (2) working days or as otherwise required by law or regulation. d. A manual of nursing care procedures to be followed by the infirmary. e. A complete in-patient record for each patient admitted to the infirmary will include physician order for the admission, admission work-up, problem list and discharge planning. The admission workup notes shall include the statement of the problem or complaint, the findings of the appropriate clinical exam, the assessment to its highest level of Professional Services Contract between the State of Wyoming. Department of Corrections and Corizon Health, Inc. Page 15 ofS6 resolution (may include several rule-out diagnoses) and the infirmary plan. The plan must include expected length of stay, the need for vital signs and the need for any additional diagnostic studies. The plan should also contain special diet requirements and the level of acuity. All infirmary encounters shall be documented in the inmate’s medical record. f. Discharge planning with discharge note is required prior to discharge from the infirmary. The discharge note must include an up-to-date problem list, final diagnosis, and assessment of the resolution of the problem, discharge medications, and scheduled return appointment to the physician. Discharge must be ordered by the responsible physician or mid-level practitioner. Designated WDOC staff will be advised of the discharge plan. J. Tertiary Medical Care Services i. Contractor shall be responsible for arranging all necessary hospitalization services for WDOC inmates except as otherwise provided herein. ii. It is the Contractor’s responsibility to see that inmates whose medical conditions require it are hospitalized or given Off-site consultations. WDOC will be responsible for security provisions and the Contractor for notification to security and scheduling provisions. K. Oral Health Care Program i. The Contractor shall develop and implement an oral health care program at all WDOC facilities consisting of diagnostic, preventive, restorative and rehabilitative services. The oral health program shall be directed by a licensed clinical dentist with proven administrative competence and preferably with experience in a correctional setting. The dental director shall plan, organize, staff, direct, evaluate and represent the oral health care program throughout the system. The program shall be staffed by licensed dentists and certified dental assistants as detailed in the staffing plan. ii. The oral health program shall provide for the basic oral health needs of the inmate population through the diagnosis of existing oral conditions, services for the relief of pain and elimination of infection, preventive measures to avert the need for restorative procedures, to maintain optimal oral health and to restore adequate function and mastication. The provision of these services shall be prioritized in a manner that approximates the following: a. Emergency services for the relief of pain, bleeding, infection, trauma, etc.; Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 16 ofSá b. Diagnostic services and documentation; Essential oral surgical services; c. Conservative treatment of the periodontium to include oral hygiene instruction, scaling and root planing; d. Conservative restoration services employing amalgam or composite fillings; and e. Prosthetic appliances necessary to replace the incising and masticating functions. iii. The Contractor shall be responsible for: maintaining the existing oral health equipment in optimal working order; the provision of supplies and materials to ensure a functioning operation; ensuring compliance with OSHA standards; and providing quality services at a level consistent with local community standards for dental care. L. Ancillary and Other Medical Care Services i. Laboratory Services. The Contractor shall enter into a subcontract for all laboratory services which cannot be provided on site. Laboratory services must include a provision for “stat” work and critical level abnormal. A written report shall follow. Laboratory services, whether on-site or subcontracted, should be registered, accredited or otherwise meet applicable state and federal law. The WDOC and Contractor hereby acknowledge and agree that laboratory services ordered by Contractor are performed Off-site but, are not considered off-site Services and therefore are not subject to the shared risk arrangement as set forth in Section 5 of this Contract. a. Contractor or its subcontracting laboratory shall provide a copy of its/their Standard Operations Procedure Manual (SOP) to WDOC. b. Contractor or its subcontracting laboratory shall comply with both national and Wyoming’s recommended analytical methods/procedures. c. The laboratory provider shall not be changed without the consent of WDOC. The consent of WDOC shall not be unreasonably denied. Services provided shall be comparable if any change occurs. d. Contractor or its subcontracting laboratory shall be capable of providing the level of required reporting for purposes of quality improvement and utilization review. Professional Services Contract between the State of Wyoming. Department of Corrections and Corizon Health, Inc. Page 17of56 ii. Pharmacy Services. Pharmaceutical services will be provided in accordance with NCCHC Standards (most recent revision). At a minimum, the Contractor shall be responsible for the administering of medications ordered by appropriately licensed medical professionals, in compliance with State pharmacy regulations. The Contractor shall provide the medications in a timely manner for each patient in a unit dose or keep-onperson (KOP) format. The Contractor shall submit their proposed formulary to WDOC for review and approval. Any future proposed changes shall also be submitted for review and approval prior to implementation. In the provision of pharmacy services, the Contractor shall comply with all state and federal laws. a. The Contractor shall be responsible for the procurement, payment, inventory control, administering and disposal of all pharmaceuticals including psychotropic medications. b. Contractor shall maintain inventory and ordering records for all pharmaceuticals including all over-the-counter medications dispensed by the pharmacy. Contractor will establish a relationship with a local pharmacy in each WDOC facility location in order to procure medication locally if necessary to prevent delay in delivery of medications. c. Contractor shall keep up to date patient drug profiles, including inmates participating in the KOP program. d. Contractor shall identify potential drug interactions for all ordered medications. e. Contractor shall generate lists of inmates on specific drugs by prescribing practitioner upon request of WDOC. f. Contractor shall identi~’ any inmate who is enrolled in a chronic care clinic. g. Contractor shall generate lists of inmates whose medications are within seven (7) days of expiration upon request of WDOC. h. Contractor shall generate a listing of the most frequently prescribed drugs within each institution which must be immediately retrievable upon request of WDOC. i. Contractor shall develop and implement a Continuous Quality Improvement (CQI) program for the pharmacy program demonstrating a knowledge and focus on outcome measures and indicators. j. Contractor shall develop a pharmacy and Therapeutics committee at WSP, WMCI, and WWC that meets quarterly to Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 18 of56 discuss medication administration utilization patterns, success or corrections needed, issues associated with the approved formulary and any problems arising from pharmacy activities. k. Medication appropriate for self-administration (KOP) must be dispensed in a “blister pack” in accordance with WDOC policies! procedures. 1. The Contractor will replace or repair facsimile machines as required. m. Contractor will provide web application program access for ordering of pharmaceuticals at all WDOC facilities. At a minimum, Contractor will provide the fax based option. If technological resources are available, Contractor will provide the web based option at no additional charge. The WDOC desires access to the pharmacy web application described in this paragraph, but will accept monthly reports from this program. n. Contractor will provide WDOC inmates with over the counter (OTC) medications/preparations as follows: (1). As required for inmates who are deemed indigent by WDOC (a monthly list will be provided to the site medical administrator); (ii). Dosages for “take now” complaints (i.e., headache) at pill call times and nurse sick call regardless of indigent status plus one (1) additional dose for future use; (iii). Additional dosages of OTC medications/preparations will be provided for indigent inmates up to the earliest nurse sick call where the inmate can be seen and evaluated; (iv). For those who are not indigent OTC medications/preparations will be purchased by the inmate in commissary; (v). Those inmates with ongoing requests for OTC’s will be required to submit a health services request form to be seen by the provider; (vi). Established nursing protocols will be followed for inmates who request more than a single dose of OTC medication/preparation; (vii). The OTC medications/preparations referred to in this section are those available for inmate purchase in the commissary. Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 19 of 56 iii. ECG Services. Routine ECG services shall be provided by the Contractor inclusive of the necessary supplies and equipment. The WDOC and Contractor acknowledge that while ECG Services may be performed Off-site, said services are not subject to the shared risk arrangement as set forth in Section 5 of this Contract. Services shall include: a. On-site orientation; b. Cardiologist over-read with immediate responses; c. A legible, printed report of ECG with strip in a prompt manner; d. Equipment maintenance and service within twentyfour (24) hours excepting weekends and holidays; and e. Computerized ECG records that allow for comparison printouts. iv. Radiological Services. The Contractor shall be responsible for the provision of all routine radiological studies (to explicitly include: CAT scanning, MRI, Fluoroscopy, ultrasound and special studies). The Contractor shall make arrangements with a radiology group to provide for the “over-reading” of all radiographs by a Board Certified radiologist. The contract established must assure a turnaround time of seventy-two (72) hours for all written reports and provide for the provision of a picture archive and communication system (PACS). For procedures beyond the capability of the equipment on site, the patient shall be referred to an Off-site provider or facility and the costs associated with said referral and resultant Off-site treatment shall constitute off-site Services. As such, any and all costs related thereto shall be subject to the shared risk arrangement as set forth in Section 5 of this Contract. a. The Contractor shall be responsible for the maintenance, inspection, and calibration of onsite radiology equipment per manufactures specified schedules. Contractor is responsible for all supplies and ancillaries needed to operate said equipment, to include the PACS digital radiograph storage system. Contractor is responsible for providing required certifications and equipment reading to WDOC for use with any/all required OSHA reporting, standards and guidelines. v. Optometry & Ophthalmologic Services. The Contractor shall develop and implement an optometry program at all WDOC facilities. The Contractor shall provide optometry services on-site at WSP, WMCI, and WWC. The Contractor shall be responsible for diagnosis and treatment of eye disease. Waiting time for optometry services must not exceed sixty (60) days. Eye examinations shall be performed in accordance with NCCHC and ACA Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 20 ofS6 Standards of Care. A qualified optometrist shall examine committed persons with specific complaints. a. The delivery of an optometry program must include all medically necessary eyeglasses. Inmates who have 20/40 vision or better in at least one eye uncorrected with neither eye being less than 20/40 corrected will not be given glasses unless they are presently wearing glasses or have worn glasses during the last two (2) years. Inmates who arrive with contact lenses will receive optometry evaluation and be provided institutional eye-wear with the only exception being contacts prescribed for treatments other than site correction. Contractor shall not refer inmates Off-site for evaluation and provision of contacts for any other reason. b. Inmates requiring the care of an ophthalmologist as determined by the physician or other practitioner shall be referred. vi. Auditory Services. The Contractor shall provide an auditory services program. Hearing examination will be performed by a licensed audiologist when indicated by the health appraisal. Initial audiometry may be performed on site by an appropriately trained health care worker. The Contractor shall provide hearing devices and/or treatment as prescribed. If amplification is required only one (1) hearing aid will initially be provided at Contractor’s expense. vii. Physical Therapy & Rehabilitative Medicine. The Contractor shall provide physical therapy services for WDOC inmates. The Contractor shall provide a full range of physical therapy and rehabilitation services to inmates as needed. The care shall be rendered on-site, but in cases requiring higher level services, appropriate referral and utilization of community based resources may be necessary. a. Contractor will assist WDOC in the design, and development of long term convalescent care programming, to include operation of such, for any designated facility. viii. Inmate Education. The Contractor shall develop, subject to WDOC approval, a personal health education program minimally utilizing posters and pamphlets. To further this health education process, formal sessions shall be made available based on the assessed educational needs of the committed persons and upon approval by WDOC. Selected topics of these sessions may include, but are not limited to: a. Personal hygiene; b. Stress management; Professional Services Contract between the State of Wyoming. Department of Corrections and Corizon Health, Inc. Page 21 of56 c. Tuberculosis and other communicable diseases; d. Hepatitis; e. Prevention of HIV infection and other sexually transmitted diseases; f. Diabetes; g. Hypertension and cardiac disease; h. Pregnancy, birth control, and women’s health topics; i. Adverse effects of tobacco use; Adverse effects of alcohol and psychoactive drug use; j. Positive effects of physical activity; k. Positive effects of healthy diet; and 1. Prevention of dental and periodontal disease. ix. Medical Records. Medical records will be provided and managed in accordance with the NCCHC Standards for Health Services in Prisons and to include the required sixty (60) day chart reviews. The Contractor shall be responsible for the maintenance, retention and the timely transfer of a complete, standardized “Problem Oriented Medical Record”. The “SOAP” format for progress notes shall be used for all inmate records. Additionally, the Contractor shall maintain medical records in accordance with applicable medical regulation for confidentiality, retention and access. The system must be overseen by qualified medical records personnel who are responsible for assuring the system and WDOC needs are met. The medical records will include, but are not limited to: a. Problem List b. Completed receiving screening form; c. Health assessment data form and flow sheets; d. All findings, diagnoses, treatments, dispositions; e. Prescribed medications and their administration; Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 22 ofS6 f. Laboratory, x-ray and diagnostic studies; g. Signature and title of each documented entry; h. Consent and refusal forms; i. Release of information forms; j. Place, date, and time of health encounters; k. Discharge summaries of hospitalizations and off-site procedures; 1. Health service requests and reports, e.g., dental, psychiatric and other consultations; and m. Mental health screening and evaluation forms All original health care records prepared pursuant to the Contract shall be the property of WDOC but shall be maintained in the sole possession, custody and control of Contractor. Unless otherwise required by law, all records and other information pertinent to this Contract shall be confidential and the custodian of such records shall deny access to those records in accordance with Wyo. Stat. §~ 16-4-20 1, et seq., and §~ 9-2-40 1, et seq. Health care information about an inmate shall be disclosed only in compliance with and when requested by appropriate federal and state statutes and regulations. Contractor shall not deny designated WDOC personnel access to such records for examination and photocopying. Requests to the Contractor for medical records and/or information shall be made by designated WDOC representative(s) or the Attorney General’s Office. Other requests to the Contractor for medical records must follow all applicable confidentiality requirements and statutes. When inmates are released from institutional supervision all such medical records shall be delivered by the Contractor to WMCI or WWC for storage and retention. The Contractor may make copies of those records at Contractor’s request and expense. Medical records include those recorded on paper, micro graphics, computer electronics, audio tapes, film, photographs, videotapes and any other recording medium. x. Transfers. WDOC inmates transfer from institution to institution on a frequent basis; therefore, continuity of care is an important issue. For this reason, upon each transfer a copy of the inmate’s medical record containing information that covers the most recent six (6) months of Professional Services Contract between the State of Wyoming. Department of Corrections and Corizon Health, Inc. Page 23 of 56 care must accompany the inmate to other WDOC facilities or contracted housing locations. The receiving institution will similarly record pertinent information in the chart to assure continuity of care. The original record will be maintained in the Wyoming facility. a. Contractor will adhere to WDOC policy regarding medical records and/or transfer sheets for inmates transferred to a Wyoming county jail or out-of-state facility. b. Contractor will provide medical and mental health clearance and documentation related to inmate health screening for housing assignments in contracted facilities and other WDOC sites. c. Contractor will provide medical and mental health clearances and documentation related to inmate employment within WDOC facilities. d. WDOC shall provide Contractor with reasonable ongoing access to all medical records even after expiration or termination of this agreement for purposes of defending litigation. M. Management Information System (MIS) Cost containment program. Contractor will operate a cost containment program for WDOC. Key components of the cost containment program shall be as follows: i. Tracking all costs related to in-patient hospitalization by: a. WDOC facility; b. Community providers; and c. Date of service. ii. Tracking all costs related to outpatient referrals by: a. WDOC facility; b. Community providers; and c. Date of service. iii. Tracking all costs related to on-site primary health care services by: a. Pharmaceuticals; and Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 24 of56 b. Medical supplies. All patients recommended for hospitalization or referral services will require prior approval and written authorization from the Contractor’s medical director. In emergency situations, authorization of the medical director will be obtained within forty-eight (48) hours of admission. The utilization review coordinator will track each patient throughout his/her hospitalization. Patient records will be reviewed to prevent duplication of services. A medical audit program will be utilized to review the appropriateness and continuity of services performed. This includes the required sixty (60) day chart reviews and the ten percent (10%) mental health chart audits. The management information system will be utilized to facilitate data collection and analysis to be shared with WDOC. Documentation from hospitals and referral sources will be improved to reflect a more detailed description of services rendered. All invoices will be reviewed by Contractor to verify the provision of services prior to reimbursement. N. Statistical reporting. A Management Information System capable of providing statistical data necessary for the evaluation and monitoring of each facility’s medical, mental health, vision, dental, and special services will be implemented. The information shared from this data will inform both Contractor management and the designated WDOC officials of occurrences within the unit which are of concern to both parties. Data collection will be supervised by the regional administrator and daily, monthly, and annual reports will be generated for discussion. I. ii. Contractor shall complete and submit Compliance Reporting Forms as specified. all WDOC Contractor will ensure that the MIS database is compatible with that of the WDOC. Any proposed new or existing data base applications which contain WDOC data must be compatible with WDOC systems. iii. Contractor will maintain an Electronic Medical Record (EMR) data system and make such records and systems available to WDOC. WDOC agrees to cooperate with Contractor’s efforts to operationalize these systems. This paragraph is applicable to all current data tracking programs (i.e., chronic clinic tracker, scheduling software, tele-med usage trackers, etc.) which have been agreed upon by the Parties (as of the effective date of this Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 25 of56 Contract). 0. Safety, Sanitation and Infection Control ii. The Contractor is responsible for training its staff and implementing the proper methods of handling, storage and disposal of biomedical hazardous waste. This includes needles, syringes and other materials used in the treatment of the inmates. The Contractor shall be responsible for maintaining compliance with all federal, state, local and WDOC infection control policies, procedures, guidelines and standards. The Contractor shall be responsible for staff training, staff and patient protection devices, and other requirements mandated by laws, rules and/or regulations. iii. Infection control. An infection control program shall be implemented by the Contractor which includes: concurrent surveillance of patients and staff, prevention techniques and treatment and reporting of infections in accordance with local and state laws. iv. Safety and sanitation inspections. Contractor shall participate in monthly safety and sanitation inspections of the institution food service, housing and work areas with designated WDOC personnel at each institution. Contractor shall make appropriate written recommendations to designated WDOC personnel for corrections of discrepancies. P. Space, Equipment and Commodities i. WDOC will provide space at all WDOC correctional facilities for Contractor to carry out is duties under this Contract. Contractor will not make alterations to the space without the express written consent of WDOC. Contractor will notify the WDOC in writing if adequate space is not being provided to fulfill their Contract obligations as per this Contract. WDOC will respond in writing to any such notice. Contractor will assist WDOC in preparing records for storage at WMCI and will work with WDOC in arranging secure storage and access policies. ii. All medical supplies and equipment purchased by the Contractor for use or consumption under this Contract shall be the property of WDOC and remain with the WDOC upon termination of this Contract. Any necessary repairs to equipment belonging to WDOC, other than routine maintenance, shall be the obligation of the WDOC. iii. WDOC shall retain the right to determine the necessity for WDOC to purchase any equipment to be used in the performance of services pursuant to this Contract. iv. Contractor shall provide its own phone sets and Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 26 of 56 telephone service. v. Contractor agrees to provide telehealth programs at all WDOC facilities, to include tele-psychiatry, general medical consultations, and chronic medication management. Contractor shall provide necessary hardware, equipment and software to operate Contractor’s telehealth programs. vi. WDOC will be responsible for all facility infrastructure costs, including the purchase and installation of additional wiring and computer access ports. WDOC shall own all infrastructure additions, including but not limited to wiring and computer access ports that it purchases and/or installs to implement this program. Contractor will be responsible for all other costs associated with telehealth program, including end-point hardware (i.e., computers, monitors, and printers) and associated training and support. vii. Contractor shall adhere to WDOC policies, regulations, practices and directives governing the use of computers and e-mail systems. Should Contractor desire to provide its own Internet and e-mail system, Contractor shall not be bound by such policies, regulations, practices and directives except as relates to security or ethical use within each facility. Contractor shall be primarily responsible for the maintenance and support of its computers, servers and e-mail system. WDOC staff may provide limited support to Contractor for IT issues as time and staff are available. Q. Correctional Employee Services i. The Contractor is expected to provide certain limited and specified health care services for WDOC employees who work in the correctional facilities as detailed in this Contract. Additionally, the Contractor shall support the requirement for health services staff orientation at WOOC sponsored training. The Contractor will be expected to provide the following services for WDOC personnel: a. Initial employment TB testing utilizing the IGRA (Interferon Gamma Release Assay) blood sample, and annual tuberculin exposure risk screening assessment, to include referral for follow-up and chest x-ray as appropriate; 1) The individual staff member will be informed of the results and written record of the IGRA testing results will be provided to WDOC for its records. Contractor will not keep or be responsible for WDOC staff medical files. b. Post occupational exposure initial management and referral in accordance with approved protocols; Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 27 of56 c. Assist in the referral for all occupationally related accidents and illnesses; d. Compliance with all OSHA guidelines pertaining to the provision of health care services; e. Emergency intervention for on-site injuries; f. Hepatitis B Vaccination series shall be offered to all new facility staff per WDOC written Exposure Control Plan for Bloodborne Pathogens, Policy and Procedure #4.303, and future amendments thereto. (1) This series should begin, if desired, while the staff member is in pre-service. Vaccination records will follow the staff member through the WDOC system. Each WDOC employee is responsible for completion of the vaccine series. Contractor is not mandated to re-start vaccine series or draw titer levels for WDOC employees. (2) Contractor will provide a written record of the vaccination of WOOC employees to WDOC. Contractor will not keep or be responsible for WDOC staff medical files. ii. Educational services. The Contractor will be responsible for assisting in providing the following educational services to WDOC staff as per WDOC need: a. First aid and CPR training; health education in accordance with NCCHC Standards (2014, or most recent revision); b. Training related to Blood Exposure (this training will also be provided to inmates); borne Pathogen c. Formal training for both Contractor and WDOC security and case management staff assigned to work in special housing units or with inmates with special needs; d. Training in suicide intervention and crisis intervention; and e. Contractor staff to serve on the WDOC Training Advisory Committee and, as appropriate, aid in training content development and delivery as requested. Contractor staff members will be from each facility as designated by the Contractor and approved by WDOC. Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 28 of 56 R. Mental Health/Psychiatric Services i. Contractor will provide comprehensive, coordinated and on-site psychiatric care to WDOC inmates. ii. General mental health services will be provided by an appropriately licensed clinician. iii. Psychiatric services will be provided by a Wyoming licensed psychiatrist both on-site and via telemedicine. The psychiatrist shall make at least one (1) on-site visit to each facility monthly. iv. Psychiatric services will meet the following requirements: a. WSP: Average of twelve (12) hours per work week; b. WWC: Average of eight (8) hours per work week c. WHF: Average of two (2) hours per work week; d. WHCC: Average of two (2) hours per work week; and e. WMCI: Average of sixteen (16) hours per work week. v. Contractor will provide an on call psychiatrist twenty-four (24) hours per day, seven (7) days per week for emergency consultation. vi. Contractor will prescribe and monitor the delivery of psychiatric medications. vii. Contractor will maintain accurate and informative records on all patient encounters including inter-institutional transfers between WDOC facilities and the Wyoming State Hospital. viii. Contractor will consult and coordinate with mental health providers and institutional staff in psychiatric program planning, development and evaluation. iz. Contractor will participate in the development of individualized treatment plans, conduct staffing sessions and follow the progress of patients. Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 29 of 56 S. Specific Mental Health Services i. Contractor will provide mental health services for each WDOC facility in accordance with NCCHC and ACA Standards, all applicable state and federal statutes, and all applicable WDOC policies. Such services will include, but are not limited to, mental health screens of newly arrived inmates within twenty-four (24) hours of arrival and complete assessments within fourteen (14) days of arrival, as well as segregated inmates as per NCCHC Standard P-E-05 and ACA Standards. ii. Contractor will provide on-call crisis intervention, mental health consultation or direct services at all WDOC facilities twenty-four (24) hours per day, three hundred sixty-five (365) days per year for crisis response in cases of inmates with suicidal ideation, and treatment of inmates experiencing psychotic disorders or who are experiencing emotional/cognitive disorders. On-call services will be documented in a log and in the inmate’s medical record. iii. Mental health services provided by the Contractor will include, but not be limited to: a. Mental health screening within twenty-four (24) hours of intake and assessment and diagnosis (if applicable) of all intakes at WSP/WMCI and WV/C within fourteen (14) days of arrival per NCCHC and ACA Standards; b. Development and implementation of individual mental health treatment plans for all inmates who require mental health intervention, regardless of housing assignment; c. Ensure that all mental health treatment plans are adhered to during the inmate’s incarceration, including a ten percent (10%) monthly chart audit at each site to assess medication compliance and continuity of care; d. If results warrant, this should be a topic for review in the CQI program. e. Pre-discharge planning, as appropriate to include community referral sources for continuing mental health treatment, to include facilitation of the Joint Re-Entry Team; f. Accept WDOC referrals, provide assessment, identification and diagnosis of mentally retarded/developmentally disabled (MR/DD) inmates, or those with acquired brain injuries, and development of special needs treatment plans where applicable; (Contractor Regional Mental Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 30 of 56 Health Director will be responsible for defining the care and treatment of the MR/DD inmates in accordance with NCCHC Standard P-G-O1.) g. Communicate and facilitate information sharing by leading Multi-Disciplinary Team (MDT) meetings with case managers, facility security staff and medical department; and h. Assist WDOC with design and operation of re entry programs as well as other innovative programs which may include but are not limited to: Enhanced Case Management (ECM), Outbound program for complex medical needs, tele-health efforts and end-of-life/hospice programs. iv. Contractor will provide information and education to all casework and security staff in mental health dynamics (i.e., suicide prevention, crisis management), mental health treatment plans and crisis intervention. v. For those inmates whose mental health condition indicates the need for acute inpatient care greater than that available in the institution, Contractor will make appropriate referrals to the Wyoming State Hospital as required or permitted by law. vi. Contractor will cooperate with WDOC in the creation, modification and operation of specialty housing units (e.g., Therapeutic Community, PRIDE program, end-of-life/hospice, geriatrics, etc.) located within WMCI. The purpose of these units is to provide medically necessary specialty health care programming and intervention. To this end, the parties will do the following: a. Contractor will provide appropriate and qualified Mental Health staff for these units, as well as professional and para professional support staff. b. WDOC is responsible for providing security staff with specialized training for duty in this unit. c. Contractor will assist the WDOC in planning and staffing of similar programs at other WDOC facilities in the future. P. Reporting Requirements. Contractor will provide periodic reports to WDOC in a format and frequency prescribed by WDOC including, but not limited to, timekeeping records for all employees, reports of health services rendered to WDOC inmates, minutes of all meetings such as CQI meetings, pharmacy and therapeutic meetings, reports of results of required chart audits and peer reviews and other reports as required by WDOC. Contractor shall submit monthly reports to WDOC Central Office within seven (7) calendar days of the end of the month. Monthly reports shall be in the form Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 31 of 56 specified by WDOC. The parties may mutually agree to modify the format of the monthly report. Contractor shall comply with reporting requirements indicated by WDOC to comply with any identified legal, legislative, or administrative mandate imposed on WDOC. This will include report items required by Association of State Correctional Administrators (ASCA) including Performance Based Measurement Standards (PBMS), in the format prescribed. In addition Contractor shall comply with reporting requirements and provide information to demonstrate compliance with Prison Rape Elimination Act (PREA) Standards, specifically those related to adult prison and jails and American Correctional Association (ACA) Standards for Adult Correctional Institutions. Each prison facility will maintain NCCHC (National Commission on Correctional Health Care) accreditation at Contractor expense. U. Dual Diagnosis Services. Contractor will be responsible for providing mutually agreed evidence-based treatment programs, such as the University of South Florida Co-Occurring Disorders curriculum, specific to the needs of inmates who are diagnosed with both substance abuse and mental health disorders in the general populations at WHCC, WHF, WMCI, WSP, and WWC. 1. Dual Diagnosis treatment services will provide integrated substance abuse and mental health treatment appropriate to the needs of inmates and will be case specific. Services will include assessment, case planning, referral and treatment programming appropriate to the specific needs of such a population and delivered as part of an integrated intervention effort. ii. Contractor will ensure that dual diagnosis services are certified under the Rules and Regulations for Substance Abuse Standards adopted December 10, 2010, by the Wyoming Department of Health and WDOC, as required by Wyo. Stat. § 9-2-2701(c). V. Specific Requirements for all Facilities. i. Evening and weekend pill call by medical staff will be provided by Contractor at WSP, WMCI and WWC. ii. Contractor shall provide WDOC with training on, reports from and access to the electronic medical record system. Contractor will maintain parallel paper records until such system is fully tested and operational. All paper records will remain on site and be available for WDOC use. The Contractor will provide the WDOC with access to all data related to WDOC inmates entered into the EMR and, upon expiration or termination of the Contract, the Contractor will ensure that WDOC is provided an electronic copy of all such data in a format useable by WDOC. iii. Contractor shall maintain criteria for selection and admission of inmate participants to any specialty health care program operated Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 32 of 56 by Contractor. WDOC shall retain final authority over the acceptance, rejection, or rejection after acceptance of each inmate participant in such programs. iv. Contractor will train and supervise WDOC security staff members relative to the functioning and operation of any specialty health care program areas operated by Contractor. v. Contractor, to the fullest extent possible, will coordinate with WDOC operated programs as well as other contractors offering programs at WDOC facilities. vi. The Contractor shall provide for monthly case management and treatment plan development and review for each WDOC inmate. W. Specialty Programs. Contractor shall provide services and operational policies for on-site specialty programs. Policies must subscribe to best-practices, ACA, NCCHC, constitutional and community standards for the same or similar services. Contractor agrees to cooperate in the development and operation of other specialty programs during the course of this Contract, including: i. Hospice. Contractor shall provide end-of-life/hospice services for terminally ill inmates as needed. End-of-life services shall focus on palliative care. ii. Hemodialysis Services. Contractor shall provide hemodialysis services for inmates as needed and as deemed medically appropriate. iii. High-Risk OB/GYN Services. Contractor shall provide prenatal care for pregnant female inmates as needed and as deemed medically appropriate. As a part of Contractor’s Women’s Health Program, Contractor shall provide regular check-up appointments for pregnant inmates and may conduct additional tests as needed. Contractor may prescribe supplemental vitamins and minerals as needed. Contractor shall provide healthcare education for pregnant inmates. If a pregnant inmate should become ill, she shall be evaluated in an expedited manner with appropriate dispensation. Contractor may provide care on-site at WWC or off-site as arranged by Contractor. Contractor may utilize designated space at WMCI for high-risk OB/GYN services. Health care services provided to an infant following birth will not be the responsibility of the Contractor. iv. Chemotherapy. Contractor shall provide chemotherapy for inmates as needed and as deemed medically appropriate. Chemotherapy performed on-site at WMCI shall be under the direction and Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 33 ofS6 supervision of a Board Certified Hematologist/Oncologist. The physician may provide on-site care, telemedicine services or both for inmates requiring chemotherapy treatment services. v. Geriatric Unit. Contractor shall provide routine healthcare for geriatric inmates. Such care may be provided at any WDOC facility. Designated space will be provided at WMCI for the specialized care of geriatric inmates and may be used as needed. vi. Special Mental Health Unit. As a part of the routine mental health services provided by Contractor, a specialized mental health housing unit will be designated at WMCI. Contractor agrees to cooperate with WDOC in the creation and operation of such a housing unit. The purpose of this unit is to provide medically necessary specialty health care programming and intervention for inmates. The program will be similar to the PRIDE Program that previously operated at WSP. X. Medical Gas. Contractor shall purchase product to fill the WMCI medical gas storage tank from United States Welding, Inc. (hereinafter referred to as “US Welding”) in accordance with the terms described herein. US Welding will deliver into each storage tank such quantities of liquid or bulk product as may be ordered by Contractor from time to time but in no event shall US Welding be obligated to deliver into the storage tank at any time less than seventy percent (70%) of the liquid product capacity of the storage tank. Each quantity of liquid or bulk product delivered shall be computed in terms of its gaseous equivalent measured at 70° F and shall be measured by US Welding by such method, appropriate to the form of such delivery, as US Welding regularly uses. The delivery of liquid or bulk product by US Welding into a storage tank shall constitute the purchase thereof. i. Pursuant to an agreement between WDOC and US Welding, the price for products listed below delivered to WMCI shall, subject to adjustment as provided herein, be as follows: Product Oxygen, medical Hazardous Material Handling Charge Delivery Fee Fuel Surcharge Unit Price $0.620 per 100 cubic feet $35.00 per delivery $40.00 per delivery USW Fuel Surcharge Schedule for Bulk Storage Delivery* *Subject to change without notification Plus any sales or excise taxes now or hereinafter imposed by reason of the sale of products or delivery of the products to WMCI. Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 34 of56 ii. Price Adjustment. US Welding may adjust the price of products, fees and services sold and delivered to WMCI, but shall give WDOC and Contractor at least thirty (30) days prior written notice of any price adjustment of Product. If within thirty (30) days after the giving of such written notice of a price increase WDOC or Contractor shall furnish written evidence satisfactory to US Welding that products in like quantity and quality can be purchased by WDOC or Contractor at prices lower than such increased prices, and if within thirty (30) days after the furnishings of such evidence US Welding does not agree to meet such lower price, or to reinstate the price in effect at the time of notice, or if the parties shall not otherwise agree within such period to adjust the said price at WMCI, then WDOC may, within thirty (30) days thereafter, terminate its agreement with US Welding by giving US Welding at least thirty (30) days prior written notice of such termination. Such termination would relieve Contractor of any obligation to buy product for WMCI from US Welding. iii. Contractor shall reimburse US Welding for any additional costs incurred by US Welding due to frequent delivery delays arising from causes within the control of Contractor. iv. US Welding may charge Contractor a surcharge for delivery and production costs during any quarter when fuel prices have risen five percent (5%) more than US Welding’s average fuel acquisition costs in any preceding contract quarter. Such charges shall not be considered price adjustments. v. Delivery and product surcharges shall not be considered price adjustments. vi. Contractor, with the assistance of WDOC, shall monitor the inventory of product in the storage tank and provide US Welding with reasonable notice of quantity of the product needed to permit delivery prior to the exhaustion of such inventory. vii. Contractor shall comply with all relevant reporting obligations under the Emergency Planning and Community Right-to-Know Act of 1986, 42 USC §~1 1001-11049 (EPCRA, also commonly known as Title II of the Superfund Amendments Reauthorization Act of 1986 (SARA Title III)) resulting from the presence of the chemicals supplied under this Contract. viii. Contractor shall warn and protect its employees, WMCI staff, and others exposed to the hazards posed by the storage and use of the product. ix. US Welding has warranted that its products delivered to WMCI shall be of standard purity. US Welding’s products delivered are to meet Industry Standards as defined by the Compressed Gas Association Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 35 of56 and comply with federal and state regulations for transport and delivery. Contractor shall noti~r WDOC of any known violation of this warranty. x. Contractor acknowledges that failure to pay an undisputed invoice from US Welding will result in WDOC paying the invoice to US Welding and a deduction of that amount being made from the monthly payment from WDOC to Contractor. Y. Electronic Medical Records. Contractor will maintain an Electronic Medical Record (EMR) data system and make such records and systems available to WDOC. Contractor shall contract directly with an EMR software provider for adequate licenses and services necessary to implement and maintain an EMR at all WDOC correctional facilities. Contractor may also contract directly with another entity for the collocation and infrastructure management of equipment and software in order to provide WDOC facilities with access to the EMR software and system. i. The Parties acknowledge and agree that the EMR is expected to be fully implemented on or before March 1, 2015, as governed by the terms and conditions of the preceding agreement between the Parties, dated on or around June 22, 2012, as amended. Notwithstanding the foregoing, implementation shall include all necessary licenses, facility assessments, delivery and installation of software, Go-Live support, software customization, interfaces (to include offender management interface, pharmacy interface, and lab interface and other as appropriate, training and follow-up. ii. The contract with the EMR software provider shall include a provision in that contract assuring should Contractor cease to be the medical service provider for WDOC all EMR software licenses for EMR at WDOC facilities will be assigned to WDOC or its new medical service provider and WDOC or its new medical vendor will become responsible for the costs of maintaining those licenses and the third party hosting maintenance fees. iii. Notwithstanding any other provision of this Contract, Contractor shall not be responsible to ensure that WDOC is provided an electronic copy of medical records upon expiration or termination of the Contract. iv. Contractor will provide identified, specific WDOC Health Services Central Office staff with initial and ongoing training on use and operation of all aspects of the EMR to enhance contract management and monitoring of inmate health care. v. Contractor agrees to adhere to the standards governed by the, National Commission on Correctional Healthcare, Prison Health Standards, 2014 to most recent. (NCCHC) Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 36 of 56 Z. Submission of Invoice. All invoices for payment must be submitted to WDOC, to the attention of Fiscal Accounting, no later than ninety (90) days after completion of the Contract period. 7. Responsibilities of WDOC. The WDOC agrees to: A. WDOC will undertake all actions required of it in order to achieve/maintain NCCHC and ACA certification, as well as certification pursuant to Wyo. Stat. § 9-2-2701, including information necessary to provide transition services such as medically necessary discharge planning and referrals. WDOC will provide security services and all other assistance necessary to the safe and orderly provision of medical, mental health, vision, dental and special services by Contractor. B. WDOC shall provide all necessary office space, facilities and utilities. Contractor shall pay for the actual cost photocopying services and supplies. An itemized log shall be submitted monthly by the Contractor identi~’ing the number of photocopies made. Contractor may elect to install equipment to capture this information to eliminate the logging. C. WDOC shall provide clean bedding and linens for the medical use of Contractor within facilities operated by WDOC. D. WDOC shall provide departmental approved infrastructural changes, general maintenance and housekeeping where Contractor is to provide medical, mental health, vision, dental and special services. Selection of inmate workers will be approved by the WDOC facility head or designee of the specific institutions. E. WDOC shall provide transportation of incarcerated persons to locations Contractor may deem medically necessary and appropriate for the health care of such persons. If out of state transportation is requested approval of the WDOC is required i. Contractor shall arrange for the use of any emergency medical vehicle, such as ambulances and medically equipped helicopters, as it may deem necessary and appropriate for emergency transportation. However, Contractor shall make reasonable efforts to minimize such emergency transports by providing after hours on site physician or midlevel practitioner back up coverage. ii. There shall be a close working relationship, open communication and cooperation between the Contractor, Wardens, the transportation section and/or their designated representatives. This is to minimize the impact upon the WDOC staffing, available vehicles, to operate Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 37 of56 within funding constraints and to meet the incarcerated persons’ health care needs as determined by the Contractor. To this end, each Warden shall designate a staff person to be the institutional! section liaison representative. a. In the case of intrastate medical moves, the onsite Contractor health manager will coordinate with the Warden of designee. b. Medical moves to WDOC facilities from the counties and/or out-of-state will be the responsibility of the WDOC. Notification of these authorized moves will be coordinated with the Contractor. c. responsibility of the WDOC. Transfers to the Wyoming State Hospital are the iii. WOOC transportation staff shall coordinate with the Contractor and institutional authorities to assure there are adequate vehicles and/or staff available to effectively meet urgent and emergency medical runs, and the routine schedule of appointments and services within the community, as scheduled by the Contractor. F. It is understood and agreed WDOC shall be responsible for the provision of security to Contractor’s employees and staff and that said security will be provided consistent with that currently provided at individual facilities. In addition, WOOC will provide security procedures to protect Contractor’s equipment, pharmaceuticals and supplies; provided however, that Contractor will be responsible for ensuring that its employees and staff adhere to WDOC’s security procedures. It is further provided that the responsibility for controlled substances and certain other equipment is the responsibility of Contractor. 0. WDOC shall provide and pay for food (including that required by written order of Contractor as medical diets) to incarcerated persons. I. The Contractor will make written diet orders consistent with medical needs. ii. The Contractor will not make recommendations for religious diets. H. Electronic Medical Records (EMR). WDOC shall work in good faith with Contractor and its contracted vendors to implement and maintain the EMR. 8. Special Provisions A. Conflicts of Interest. Professional Services contract between the State of Wyoming, Department of corrections and Corizon Health, Inc. Page 38 of 56 I. Contractor shall not engage in providing consultation or representation of clients, agencies or firms which may constitute a conflict of interest which may result in a disadvantage to the WOOC or a disclosure which may adversely affect the interests of the WDOC. Contractor shall notify WDOC of any potential or actual conflicts of interest arising during the course of the Contractor’s performance under this Contract. This Contract may be terminated in the event a conflict of interest arises. Termination of this Contract will be subject to a mutual settlement of accounts. In the event this Contract is terminated under this provision, the Contractor shall take steps to insure that all files, evidence, evaluations and data are provided to the WDOC or its designee. This provision does not prohibit or affect the Contractor’s ability to engage in consultations, evaluations or representation under agreement with other agencies, firms, facilities or attorneys so long as no conflict exists. ii. A conflict of interest warranting termination of this Contract may include, but is not necessarily limited to, acting on behalf of a client in an adversarial proceeding against the State of Wyoming, its agencies, boards, commissions or the University of Wyoming, or initiating suits in equity including injunctions, declaratory judgments, writs of prohibition or quo warranto. B. Kickbacks. Contractor certifies and warrants that no gratuities, kickbacks, or contingency fees were paid in connection with this agreement, nor were any fees, commissions, gifts, or other considerations made contingent upon the award of this Contract. If Contractor breaches or violates this warranty, WDOC may, at its discretion, terminate this agreement without liability to WDOC, or deduct from the agreed upon price or consideration, or otherwise recover, the full amount of any commission percentage, brokerage, or contingency fee. C. Monitor Activities. WDOC shall have the right to monitor all Contract related activities of the Contractor and all subcontractors. This shall include, but not be limited to, the right to make site inspections at any time, to bring experts and consultants on site to examine or evaluate completed work or work in progress, and to observe all Contractor personnel in every phase of performance of Contract related work. D. No Finder’s Fees. No finder’s fee, employment agency fee, or other such fee related to the procurement of this Contract shall be paid by either party. E. Compliance with WDOC Policy and Procedure. Contractor shall comply with all applicable current and future WDOC Policy and Procedure. Contractor’s Regional Administrator will be provided in advance Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 39 of 56 with copies of WDOC Policy and Procedure and any amendments or changes thereto and will ensure compliance by all Contractor and subcontractor staff. F. Deduction for Cost of Alternative Sources for Health Care. A deduction may be taken from the monthly payment in the event WOOC has to pay for alternative sources of inmate health care due to nonperformance by Contractor. The amount of the deduction from the monthly payment shall be taken from any money due to the Contractor. WDOC shall provide immediate written notification to the Contractor of such proposed procurement of alternative sources, providing the Contractor with a five (5) day period from the date of notice with which to cure the non-performance. 0. Deduction for Non-Filling of Positions. The parties agree that the filling of each position identified in Attachment A (hereinafter referred to as “Attachment A” or the “staffing matrix”), which is attached hereto and incorporated herein, is material to Contractor’s performance of services under this Contract. As such, WDOC shall be entitled to compensation for the nonfilling of positions in accordance with the provisions outlined below. Compensation shall be made through a deduction of the amount owed by WDOC to Contractor in the event of the non-filling of any position. i. WDOC may take a deduction in accordance with the provisions outlined below based on the non-filling of a position by the contractor for more than ninety (90) consecutive days. The Contractor may fill a vacant position on a temporary basis for up to ninety (90) days. ii. If a position is vacant for more than ninety (90) days, ten percent (10%) of the salary costs of that position will be deducted from the Contractor’s monthly per diem payment. iii. If a position is vacant for more than one hundred twenty (120) days, twenty percent (20%) of the salary cost of that position will be deducted from the Contractor’s monthly per diem payment. iv. This deduction will be increased in the same manner by an additional ten percent (10%) for each additional thirty (30) day period that the position remains vacant, up to a maximum of one hundred percent (100%) of that salary. v. Contractor may use agency staff to fill vacant positions for longer periods without deduction so long as those Agency staff assignments are of sufficient duration to ensure continuity of care (minimum of 120 days), and the Agency staff person completes the required WDOC training. vi. Contractor may use per diem or overtime staff to fill vacant positions up to sixteen (16) hours bi-weekly for each vacant position. Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 40 of 56 vii. Contractor shall provide WDOC with a schedule of vacant positions and corresponding deductions on a monthly basis. viii. The amount of the deduction shall be based on the total hours/FTE per week for the position, as specified in the staffing matrix, and at the average monthly salary plus benefits for the position, as specified in Attachment B, which is attached hereto and incorporated herein by reference. a. For any portion of a month beyond the initial ninety (90) days for which the position remains unfilled or un-substituted, the percentage specified in Section 8.G. of the average monthly salary for that position, as specified in Attachment B, shall be prorated and that portion of the salary may be taken by WDOC as a deduction. b. For any full month beyond the initial ninety (90) days for which the position remains unfilled or un-substituted, the percentage specified in Section 8.G. of the average monthly salary for that position, as specified in Attachment B, may be taken by WDOC as a deduction. c. Contractor agrees to provide WDOC with sufficient documentation regarding individual salary information for each FTE identified in Attachment A for the purpose of validating the average salary information specified in Attachment B upon the request of WDOC, not to exceed once per quarter. Should WDOC determine from such documentation that the average salary for any given position identified in Attachment B has been substantially changed; the parties agree to negotiate in good faith for an amended Attachment B, to be incorporated by written agreement of the parties. ix. The amount of the deduction shall be taken from any money due the Contractor during affected payment periods. WDOC shall provide written notification to the Contractor of such deduction, providing the Contractor with evidence to support the same. H. Liability and Exceptions. Contractor accepts full liability for the cost of inmate medical, mental health, and special services care under this Contract, including but not limited to the costs of care provided on-site, the costs of care provided Off-site, specialty care, emergency transports, hospitalization, pharmaceuticals, dental, vision, laboratory and radiology services, subject to the applicable limitations on Off-site services as set forth in Section 5 of this Contract. Except as otherwise explicitly stated in Section 5 and/or by other references in this Contract, Contractor shall be responsible for all costs incurred in the provision of services provided pursuant to this Contract. The following exceptions to Contractor’s liability shall be made: i. Contractor will not be financially responsible for any Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 41 of56 costs incurred after an inmate is released from WDOC physical custody, except for any claim arising from acts of omissions of the Contractor or its subcontractors. ii. Contractor will not be financially responsible for costs associated with experimental procedures as defined by the Food and Drug Administration and/or the national Institutes of Health. Contractor shall not authorize or perform any such procedures without the express written consent of WDOC. iii. Contractor will not be financially responsible for any Off-site care provided to inmates who are transferred off-site for medical or mental health care without Contractors prior knowledge and approval. iv. Contractor will not be financially responsible for medical costs associated with the medical care of any infant born to an inmate. Contractor shall provide health care services to pregnant inmates, including but not limited to high risk obstetrical services, but health care services provided to an infant following birth will not be the responsibility of the Contractor. v. Contractor will not be responsible for the cost or furnishing of any abortions unless medically necessary. Contractor shall not authorize or perform any abortion without the express written consent of the WDOC. vi. Contractor will only be financially responsible for Offsite Services as outlined in Section 5 of this Contract. I. Liquidated Damages. The following liquidated damages shall apply and may be imposed by WDOC. i. For medical health care services, the following schedule of liquidated damages will apply: a. Failure to conduct nurse call five (5) days per week for all inmates: five hundred dollars ($500.00) per occurrence. The threshold for assessment of liquidated damages will be less than ninety-five percent (95%) compliance based on charts audited quarterly or per monthly desk audits. b. Failure to deliver physician ordered stat (i.e., as soon as possible) medications on date ordered, or other medications orders within seventy-two (72) hours: five hundred dollars ($500.00) per occurrence. The threshold for assessment of liquidated damages will be less than ninetyfive percent (95%) compliance based on charts audited quarterly or per monthly desk audits. Professional Services Contract between the State of Wyoming. Department of Corrections and Corizon Health, Inc. Page 42 of56 accordance with National Standard P-E-02: Five threshold for assessment percent (95%) compliance desk audits. c. Failure to perform intake screening in Commission on Correctional Health Care (NCCHC) hundred dollars ($500.00) per occurrence. The of liquidated damages will be less than ninety-five based on charts audited quarterly or per monthly d. Failure to conduct chronic care clinics, including failure to conduct necessary procedures/tests or treatments within proper time lines as required by established Chronic Care Guidelines/Treatment Pathways, as specified by mutually agreed upon and executed site specific policies: five hundred dollars ($500.00) per occurrence. The threshold for assessment of liquidated damages will be less than ninety-five percent (95%) compliance based on charts audited quarterly or per monthly desk audits. e. Failure to maintain NCCHC accreditation: twenty thousand dollars ($20,000.00) per site, per NCCHC auditing period, unless such failure is outside the control of the Contractor. f. Failure to conduct Mortality Reviews and provide reports to WDQC as specified in this Contract: five thousand dollars ($5,000.00) per occurrence. g. Failure to conduct provider sick call, or follow up on referral from nurse sick call as required by NCCHC Standard P-E-07: one thousand dollars ($1,000.00) per occurrence. The threshold for assessment of liquidated damages will be less than ninety-five percent (95%) compliance based on charts audited quarterly or per monthly desk audits. h. Failure to maintain certification from the Wyoming Department of Health Substance Abuse Division and WDOC in accordance with the Rules and Regulations of Substance Abuse Standards accreditation and pursuant to Wyo. Stat. § 9-2-2701(c): twenty thousand dollars ($20,000.00) per site, per certification period, unless failure is outside the control of the Contractor. ii. Specifically for Mental Health/Psychiatric Services, the following schedule of liquidated damages will apply: a. Failure to perform mental health intake screening in accordance with NCCHC Standard P-E-02: five hundred dollars ($500.00) per occurrence. The threshold for assessment of liquidated damages will be less than ninety-five percent (95%) compliance based on an audit of monthly intakes. b. Failure to perform mental health intake assessments in accordance with NCCHC Standard P-E-05: five hundred Professional Services Contract between the State of Wyoming. Department of Corrections and Corizon Health, Inc. Page 43 of56 dollars ($500.00) per occurrence. The threshold for assessment of liquidated damages will be less than ninety-five percent (95%) compliance based on an audit of monthly intakes. c. Failure to provide mental health chronic care clinics, including failure to conduct the necessary medication reviews, etc. as required by the established Chronic Care Guidelines I Treatment Pathways as specified by mutually executed and agreed upon site specific policies: five hundred dollars ($500.00) per occurrence. The threshold for assessment of liquidated damages will be set at less than ninety-five percent (95%) compliance based on an audit of monthly intakes. iii. Specifically for required documentation and administrative activities as required by the Contract: a. Failure to provide a written staff report as required by WOOC Policy #1 .013, Incident Reporting, for unusual incidents occurring in WDOC facilities or involving WDOC inmates: Five hundred dollars ($500.00) per occurrence. b. Failure to provide written documentation of an inmate’s injuries, or lack thereof, in the medical progress notes following an unusual incident in WDOC facilities or involving WDOC inmates: Five hundred dollars ($500.00) per occurrence. c. Failure to complete a medical incident report for unusual incidents in WDOC facilities or involving WDOC inmates: Five hundred dollars ($500.00) per occurrence. d. Failure to implement corrective actions ordered by WOOC arising out of incident reports or failure to provide written reports of actions taken pursuant to corrective actions: Five hundred dollars ($500.00) per occurrence. e. Failure to provide monthly reports to WDOC Central Office as required by this Contract: Five hundred dollars ($500.00) per occurrence. iv. The WDOC may use findings or reports of independent auditors in determining liquidated damages, and contract compliance issues in general. v. The liquidated damages will be assessed at each site on a monthly basis and will be based on the monthly self-reporting information provided by Contractor, audits by independent auditors and periodic audits by WDOC staff. vi. WDOC will investigate reports of deficiencies and will Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 44 of 56 conduct periodic audits to determine deficiencies, and will provide written notice to Contractor of such deficiencies and amounts of any liquidated damages to be imposed within thirty (30) days of WDOC discovery of such deficiencies. vii. The Contractor will have thirty (30) days from the date of the written notification of deficiencies to rebut the WDOC findings. Upon receipt of written rebuttal from the Contractor or thirty (30) days from the date of notification from WDOC, whichever is sooner, a thirty (30) day review period shall begin. During the thirty (30) day review period, the Contractor and WDOC agree to discuss in good faith the findings and any response from the Contractor. This process shall give Contractor up to sixty (60) days from the date of written notification of deficiency by WDOC to the imposition of liquidated damages. If Contractor demonstrates that a deduction is not justified, it will not be imposed by WDOC. However, should WDOC determine that noticed deficiencies are valid and the occurrences did occur, liquidated damages shall be imposed by deducting the same from the payment to Contractor for the month following the review period. For subsequent conduct that demonstrates a pattern of repeated or continued failure to perform, Contractor shall have thirty (30) days from notification to that effect to rebut WDOC findings and discuss the same with WDOC. This process for repeated violations shall reduce the timeframe per written notification by WDOC to the imposition of liquidated damages from sixty (60) days to thirty (30) days. It is understood and agreed that said amount is to be paid as liquidated damages, and not as a penalty. Contractor shall not be liable for liquidated damages when the Contractor’s failure to provide acceptable services under the Contract arises as a result of any reason beyond its control, including but not limited to physical plant limitations, strikes or labor disputes by WDOC staff, inmate disturbances, acts of God or any other similar causes beyond the reasonable control of either party. Contractor shall be obligated to notify WDOC in writing promptly upon its determination of its inability to provide services. Nothing in this subsection shall be interpreted to preclude WDOC from recovering damages from Contractor under any other provision of this Contract or exercising any other remedy available at law or equity; nor shall WDOC be precluded from terminating this Contract pursuant to Section 9.AA. herein. viii. The agreement of the parties to this section shall not be construed to override, defer or negate any rights of WDOC, or the responsibility of the Contractor for the provision of services pursuant to this Contract. ix. Failure to provide WDOC with required reports and documentation for ACA Standards compliance reviews: $1,000.00 standard. Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 45 of56 per J. Monitor Activities. WDOC shall have the right to monitor all Contract-related activities of the Contractor and all subcontractors. This shall include, but not be limited to, the right to make site inspections at any time, to bring experts and consultants on site to examine or evaluate completed work or work in progress, and to observe all Contractor personnel in every phase of performance of Contract related work. i. WDOC shall have access to any files, books, documents, papers and records of the Contractor which are directly pertinent to this Contract for the purpose of making audit, examination, excerpts and transactions. WDOC understands that many of the systems, methods, procedures, written materials and other controls employed by Contractor in the performance of its obligations hereunder are proprietary in nature and will remain the property of Contractor. Information concerning such may not, at any time, be used, distributed, copied or otherwise utilized by WDOC, 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 Contractor. ii. Contractor shall provide WDOC with a copy of each Subcontract entered into by the Contractor and its providers and suppliers related to this Contract. iii. Subject to applicable law, in order to assist Contractor in providing the best possible health care services to inmates, WDOC will provide Contractor with information pertaining to inmates that Contractor and WDOC mutually identify as reasonable and necessary for Contractor to adequately perform its obligations hereunder. K. Negotiation Process. Contractor enters this Contract with full knowledge, based on on-site assessments and communication with employees and health care staff and providers, of all conditions, applicable legal constraints and policies, practices and procedures which may affect performance of services under this Contract. However, notwithstanding anything herein to the contrary, if any applicable law, statute, regulation, ordinance, rule, court order or decree, policy, practice or procedure of any applicable governmental unit, agency or office (including but not limited to the federal, state or local courts, legislative bodies, and agencies) is adopted, implemented, amended or changed, then the Contractor and the WDOC will meet to negotiate service requirement changes. The parties agree that other events of common concern, such as changes in the standards of care, changes in current facility structure or the number of facilities, and changes in inmate distribution, may result in the need for the parties to negotiate service requirement changes or modifications or modifications of service requirements will be negotiated by the parties as part of the amendment process. Amendments are subject to Section 9.A. of this Contract. Professional Services Contract between the State of Wyoming. Department of Corrections and Corizon Health, Inc. Page 46 of 56 i. In the event of a change of circumstance as described above, the parties agree to meet and negotiate in good faith within thirty (30) days following the giving of notice by one party to the other party of a change (whether such change is anticipated or implemented). If the parties fail to reach agreement regarding service requirement changes within the foregoing thirty (30) day period, then the Contractor may terminate this Contract upon ninety (90) days prior written notice or WDOC may terminate upon thirty (30) days prior written notice. L. Ownership of Documents/Work Product/Materials. All documents, reports, records, field notes, data, samples, specimens and materials of any kind with the exception of privileged or proprietary documents resulting solely from the performance of this Contract are at all times the property of WDOC. M. Release of Information. Except for that required by law or by a court, no information or data gained by Contractor’s implementation of this Contract shall, without the written authorization of WDOC, be released to the public or any person or organization that would not have such information in the regular course of business. In cases of release required by law or by a court, Contractor shall send all written requests from outside entities to the Health Services Program Manager in WDOC’s Central Office. The confidentiality of information shall be kept in accordance with Section 9.1. herein and shall include manuals, policies, procedures, and all information listed therein. Upon termination of this Contract all confidential information and records produced by the Contractor specifically for its performance of this Contract and that is not part of Contractor’s general business activities or otherwise proprietary to the Contractor shall remain the property of WDOC. Contractor shall be allowed to maintain ownership of licensed software programs, web-based applications, and related proprietary materials previously owned or purchased by Contractor in performance of this Contract at the termination of this Contract provided that an electronic copy of all information maintained by Contractor relating to WDOC inmates is provided to WDOC in a format readable by WDOC. N. Subcontractors. Contractor shall be responsible for the provision of all services to be provided under this Contract. Contractor shall be the sole point of contact for communications between WOOC and any subcontractors. Contractor shall be the sole party compensated by WDOC for the provision of any services to be provided under this Contract. Contractor shall notify WDOC of any and all subcontracts entered into to provide services under this Contract. WDOC reserves the right to reject any proposed subcontract or relationship. Contractor shall not terminate any subcontractor approved by WDOC without the express written consent of WDOC, such consent not to be unreasonably withheld or delayed. Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 47 ofS6 0. Third Party Reimbursement. Contractor may, to the extent permitted by law, facilitate third party reimbursement efforts when an available payment source is identified by Contractor outside WDOC facilities. 9. General Provisions A. Amendments. Any changes, modifications, revisions or amendments to this Contract which are mutually agreed upon by the parties to this Contract shall be incorporated by written instrument, executed and signed by all parties to this Contract. B. Applicable Law/Venue. The construction, interpretation and enforcement of this Contract shall be governed by the laws of the State of Wyoming. The Courts of the State of Wyoming shall have jurisdiction over this Contract and the parties, and the venue shall be the First Judicial District, Laramie County, Wyoming. The parties intend and agree that the State of Wyoming and WDOC do not waive sovereign immunity by entering into this Contract, and specifically retain immunity and all defenses available to them as sovereigns pursuant to Wyo. Stat. § 1-39-104(a) and all other applicable law. C. Assignment/Contract Not Used as Collateral. Neither party shall assign or otherwise transfer any of the rights or delegate any of the duties set forth in this Contract without the prior written consent of the other party. The Contractor shall not use this Contract, or any portion thereof, for collateral for any financial obligation, without the prior written permission of WDOC. B. Audit/Access to Records. WDOC and its representatives shall have access to any books, documents, papers, and records of the Contractor which are directly pertinent to this Contract. The Contractor shall, immediately upon receiving written instruction from WDOC, provide to any independent auditor, accountant, or accounting firm, all books, documents, papers and records of Contractor which are pertinent to this Contract. The Contractor shall cooperate fully with any such independent auditor, accountant, or accounting firm, during the entire course of any audit authorized by WDOC. E. Availability of Funds. Each payment obligation of the WDOC is conditioned upon the availability of government funds which are appropriated or allocated for the payment of this obligation. If funds are not allocated and available for continued performance of the Contract, the Contract may be terminated by WDOC at the end of the period for which the funds are available. WDOC shall notify the Contractor at the earliest possible time of the services which will or may be affected by a shortage of funds. No penalty shall accrue to WDOC in the event this provision is exercised, and Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 48 of56 WDOC shall not be obligated or liable for any future payments due or for any damages as a result of termination under this section. This provision shall not be construed to permit WDOC to terminate this Contract to acquire similar services from another party. F. Award of Related Contracts. WDOC may award supplemental or successor contracts for work related to this Contract. The Contractor shall cooperate fully with other contractors and WDOC in all such cases. G. Certificate of Good Standing. Contractor shall provide Certificate of Good Standing verifying compliance with the unemployment insurance and workers’ compensation programs prior to performing work under this Contract, if applicable. H. Compliance with Laws. The Contractor shall keep informed of and comply with all applicable federal, state and local laws and regulations in the performance of this Contract. I. Confidentiality of Information. All documents, data compilations, reports, computer programs, photographs, and any other work provided to or produced by the Contractor in the performance of this Contract shall be kept confidential by the Contractor unless written permission is granted by WDOC for its release. If and when Contractor receives a request for information subject to this Contract, Contractor shall notify WDOC within ten (10) days of such request and not release such information to a third party unless directed to do so by WDOC. J. Entirety of Contract. This Contract, consisting of fifty-six (56) pages; Attachment A, consisting of six (6) pages, Attachment B, consisting of two (2) pages, and Attachment C, consisting of two (2) pages, represents the entire and integrated Contract between the parties and supersede all prior negotiations, representations, and agreements, whether written or oral. In the event of conflict between the language contained in this Contract, and any language contained in any attachment, the language in this Contract shall control. K. Ethics. Contractor shall keep informed of and comply with the Wyoming Ethics and Disclosure Act (Wyo. Stat. § 9-13-101, Et Seq.), and any and all ethical standards governing Contractor’s profession. L. Extensions/Renewals. Nothing in this Contract shall be interpreted or deemed to create an expectation that this Contract will be extended beyond the term described herein. M. Force Majeure. Neither party shall be liable for failure to Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 49 of 56 perform under this Contract if such failure to perform arises out of causes beyond the control and without the fault or negligence of the nonperforming party. Such causes may include, but are not limited to, acts of God or the public enemy, fires, floods, epidemics, quarantine restrictions, freight embargoes, and unusually severe weather. This provision shall become effective only if the party failing to perform immediately notifies the other party of the extent and nature of the problem, limits delay in performance to that required by the event, and takes all reasonable steps to minimize delays. This provision shall not be effective unless the failure to perform is beyond the control and without the fault or negligence of the nonperforming party. N. Indemnification. The Contractor shall indemnil5r, defend and hold harmless the State of Wyoming, WDOC, and their officers, agents, employees, successors and assignees from any and all claims, lawsuits, losses and liability arising out of Contractor’s failure to perform any of Contractor’s duties and obligations hereunder or in connection with the negligent performance of Contractor’s duties or obligations, including but not limited to any claims, lawsuits, losses or liability arising out of Contractor’s malpractice or malfeasance. 1. Contractor waives any claims it may have to state selfinsurance coverage for the negligent provision of medical care pursuant to this Contract by staff physicians or consulting physicians. Contractor will provide its own professional liability insurance against such claims. Contractor will not be required to indemnify WDOC for the acts and omissions of the State, WDOC or their agents and/or employees. WDOC shall provide prompt notification to Contractor of any incident, claim or lawsuit naming or involving Contractor or Contractor’s staff of which WDOC becomes aware and shall provide reasonable cooperation to Contractor in Contractor’s defense of such a claim. 0. Independent Contractor. The Contractor shall function as an independent contractor for the purposes of this Contract, and shall not be considered an employee of the State of Wyoming for any purpose. Consistent with the express terms of this Contract, the Contractor shall be free from control or direction over the details of the performance of services under this Contract. The Contractor shall assume sole responsibility for any debts or liabilities that may be incurred by the Contractor in fulfilling the terms of this Contract, and shall be solely responsible for the payment of all federal, state and local taxes which may accrue because of this Contract. Nothing in this Contract shall be interpreted as authorizing the Contractor or its agents and/or employees to act as an agent or representative for or on behalf of the State of Wyoming or WDOC, or to incur any obligation of any kind on the behalf of the State of Wyoming or WDOC. The Contractor agrees that no health/hospitalization benefits, workers’ compensation, unemployment insurance, and/or similar benefits available to State of Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 50 ofS6 Wyoming employees will inure to the benefit of the Contractor or the Contractors agents and/or employees as a result of this Contract. P. Nondiscrimination. The Contractor shall comply with the Civil Rights Act of 1964, the Wyoming Fair Employment Practices Act (Wyo. Stat. §27-9-105 et seq.), the Americans with Disabilities Act (ADA), 42 U.S.C. § 12101, et seq., and the Age Discrimination Act of 1975 and/or any properly promulgated rules and regulations thereto and shall not discriminate against any individual on the grounds of age, sex, color, race, religion, national origin, or disability in connection with the performance under this agreement. Q. Notices. All notices arising out of, or from, the provisions of this Contract shall be in writing and given to the parties at the address provided under this Contract, either by regular mail or delivery in person. I. Notice to WDOC shall be made to: Director Wyoming Department of Corrections 1934 Wyott Drive, Suite 100 Cheyenne, Wyoming 82002 bob.lampert~wyo. gov FAX: (307) 777-7476 ii. Notice to Contractor shall be made to: President and Chief Operating Officer Corizon Health, Inc. 103 Powell Court Brentwood, Tennessee 37027 Scott.Bowersø~corizonhealth.com FAX: (615) 309-6552 With a copy to: Chief Legal Officer Corizon Health, Inc. 103 Powell Court Brentwood, Tennessee 37027 Scott. Kin~ä~corizonhea1th.com FAX: (615) 376-9862 R. Notice and Approval of Proposed Sale or Transfer of the Contractor. The Contractor shall provide WDOC with the earliest possible advance notice of any proposed sale or transfer or any proposed merger or consolidation of the assets of the Contractor. Such notice shall be provided in accordance with the notice provision of this Contract. If WDOC determines that the proposed merger, consolidation, sale, or transfer of assets is not Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 51 of 56 consistent with the continued satisfactory performance of the Contractor’s obligations under this Contract, then WDOC may, at its option, terminate or renegotiate the Contract. S. Ownership and Destruction of Documents/Information. WDOC owns all documents, data compilations, reports, computer programs, photographs, data and other work provided to or produced by the Contractor in the performance of this Contract. Upon termination of services, for any reason, Contractor agrees to return all such original and derivative information/documents to WDOC in a useable format. In the case of electronic transmission, such transmission shall be secured. The return of information by any other means shall be by a parcel service that utilizes tracking numbers. Upon WDOC’s verified receipt of such information, Contractor agrees to physically and electronically destroy any residual WDOC owned data, regardless of format, and any other storage media or areas containing such information. Contractor agrees to provide written notice to WDOC confirming the destruction of any such residual WDOC-owned data. T. Patent or Copyright Protection. The Contractor recognizes that certain proprietary matters or techniques may be subject to patent, trademark, copyright, license or other similar restrictions, and warrants that no work performed by the Contractor or its subcontractors will violate any such restriction. The Contractor shall defend and indemnify WDOC for any violation or alleged violation of such patent, trademark, copyright, license, or other restrictions. U. Prior Approval. This Contract shall not be binding upon either party, no services shall be performed under the terms of this Contract, and the Wyoming State Auditor shall not draw warrants for payment on this Contract, until this Contract has been reduced to writing, approved as to form by the Office of the Attorney General, filed with and approved by the Department of Administration and Information’s Procurement Office, and approved by the Governor of the State of Wyoming or his designee if required by Wyo. Stat. § g-2-1016(b)(iv). V. Proof of Insurance. The Contractor shall not commence work under this Contract until it has obtained all the insurance required by WDOC and the State and such insurance has been approved by WDOC and the State. Approval of insurance by WDOC and the State shall not relieve or decrease the liability of the Contractor. The Contractor shall file a Certificate of Insurance with WDOC verifying each type of coverage required. i. Workers’ Compensation and Employers Liability Insurance. The Contractor shall provide WDOC with a Certificate of Good Standing or other proof of workers’ compensation coverage for all its employees who are to work on the project described in this Contract. The Contractor’s Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 52 ofS6 coverage shall be under the Wyoming Department of Workforce Services’ workers’ compensation program if statutorily required or such other private workers’ compensation insurance, as appropriate. Non-Wyoming Contractor’s insurance coverage shall also include Employer’s Liability “Stop Gap” coverage, in an amount not less five hundred thousand dollars ($500,000.00) per employee for each accident and disease. The Contractor shall also supply proof of workers’ compensation and employers’ liability insurance, if required, for each and every subcontractor prior to allowing that subcontractor on the job site. ii. Commercial General Liability Insurance. The Contractor shall provide commercial general liability insurance coverage, during the entire term of this Contract, against claims arising out of bodily injury, death, damage to or destruction of the property of others, including loss of use thereof, and including underground collapse and explosion, and products and completed operations, in an amount not less than Five Hundred Thousand Dollars ($500,000.00) per occurrence and One Million Dollars ($1,000,000.00) general aggregate. ill. Professional Liability or Errors and Omissions Liability Insurance. The Contractor shall maintain and provide proof of professional liability insurance or errors and omissions liability insurance against any and all claims arising from the Contractor’s alleged or real professional errors, omissions or mistakes in the performance of professional duties in an amount not less than five hundred thousand dollars ($500,000.00). iv. Unemployment Insurance. If required by law, the Contractor shall be duly registered with the Department of Workforce Services and obtain such unemployment insurance coverage as required. Such coverage shall be maintained throughout the duration of this Contract. The Contractor shall supply WDOC with a Certificate of Good Standing or other proof of unemployment insurance coverage for itself and each and every subcontractor, as applicable upon the request of WDOC. v. Policy Requirements/Payment of Premiums and Notice of Revocation. All policies required under this Contract shall be in effect for the duration of this Contract and project. All policies shall be primary and not contributory. Contractor shall pay the premiums on all insurance policies and insurance certificates must include a clause stating that the insurance may not be revoked, cancelled, amended or allowed to lapse until the expiration of at least thirty (30) days advance written notice to WDOC. The Contractor shall pay the premiums on all required policies and all polies shall be primary and not contributory. Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with policy provisions. Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 53 of56 vi. WDOC’s right to Contact Insurer. The WDOC and the State shall have the right to consult with the Contractor’s insurance agent for disclosure of relevant policy information. Relevant information includes, but is not limited to: a. Exclusions from coverage; b. Claims in progress, which could significantly reduce the annual aggregate limit; and c. Any applicable deductible amounts. If the policy is a “claims made” policy instead of an “occurrence” policy, the information provided shall include, but not necessarily be limited to, retroactive dates and extended reporting periods or tails. vii. WDOC’s Right to Reject. The State reserves the right to reject a certificate of insurance if the Contractor’s insurance company is widely regarded in the insurance industry as financially unstable. This would include, but is not limited to, insurance companies with an “Omit” rating in the A.M. Best insurance rating guide. viii. Subcontractors. The insurance requirements set out above apply to all subcontractors. It is the Contractor’s responsibility to ensure that its subcontractors meet these insurance requirements. WDOC has the right to review the Certificates of any and all subcontractors used by the Contractor. W. Publicity. Any publicity given to the program or services provided herein, including, but not limited to, notices, information, pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Contractor, shall identi~, WDOC as the sponsoring agency and shall not be released without prior written approval from WDOC. X. Severability. Should any portion of this Contract be judicially determined to be illegal or unenforceable, the remainder of the Contract shall continue in full force and effect, and the parties may renegotiate the term(s) affected by the severance. Y. Sovereign Immunity. The State of Wyoming and WDOC do not waive sovereign immunity by entering into this Contract and specifically retain immunity and all defenses available to them as sovereigns pursuant to Wyo. Stat. § 1-39-104(a) and all other applicable law. Designations of venue, choice of law, enforcement actions, and similar provisions should not be construed as a waiver of sovereign immunity. The parties agree that any ambiguity in this Contract shall not be strictly construed, either against or for Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 54 of 56 either party, except that any ambiguity as to sovereign immunity shall be construed in favor of sovereign immunity. Z. Taxes. The Contractor shall pay all taxes and other such amounts required by federal, state and local law, including but not limited to federal and social security taxes, workers compensation, unemployment insurance and sales taxes. AA. Termination of Contract. This Contract may be terminated, without cause, by Agency upon ninety (90) days written notice. Contractor may terminate, without cause, upon one hundred eighty (180) days written notice. This Contract may be terminated immediately for cause if the Contractor fails to perform in accordance with the terms of this Contract. If the Contractor fails to perform in accordance with the terms of this Contract, Contractor will be given written notice of WDOC’s intent to terminate the Contract. Contractor will be given notice of the specific deficiencies and given thirty (30) days to correct the deficiencies. If Contractor cures the identified deficiencies within that time, WDOC will provide written notification of a withdrawal of its intent to terminate. If Contractor does not cure the deficiencies by the thirtieth (30th) day, WDOC may give written notice that the Contract will terminate for cause in ten (10) days. BB. Third Party Beneficiary Rights. The parties do not intend to create in any other individual or entity the status of third party beneficiary, and this Contract shall not be construed so as to create such status. The rights, duties and obligations contained in this Contract shall operate only between the parties to this Contract, and shall inure solely to the benefit of the parties to this Contract. The provisions of this Contract are intended only to assist the parties in determining and performing their obligations under this Contract. CC. Time is of the Essence. provisions of this Contract. Time is of the essence in all DD. Titles Not Controlling. Titles of paragraphs are for reference only, and shall not be used to construe the language in this Contract. EE. Waiver. The waiver of any breach of any term or condition in this Contract shall not be deemed a waiver of any prior or subsequent breach. Failure to object to a breach shall not constitute a waiver. THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 55 of56 9. Signatures. The parties to this Contract, either personally or through their duly authorized representatives, have executed this Contract on the dates set out below, and certii~r that they have read, understood, and agreed to the terms and conditions of this Contract. This Contract is not binding on either party until approved by the Procurement Services Division of the Department of Administration and Information and the Governor of the State of Wyoming or his designee, if required by Wyo. Stat. § 9-2-1016(b)(iv). STATE OF WYOMING, DEPARTMENT OF Cj RRECTIONS: a’ bert 0. Lampert, comzoN HEA irector k I, Date INC.: - Scott Bowers, President and Chief Operating Officer Date ATTORNEY GENERAL’S OFFICE APPROVAL AS TO FORM: S~—./~- A~~/ ff 4~d Marion Yoder, S4~Jor Assistant Attorney General Lept Date Professional Services Contract between the State of Wyoming, Department of Corrections and Corizon Health, Inc. Page 56 of56 ~zoiy