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HomeMy WebLinkAboutC25-275 Southern Health Partners, Inc_first amendmentAMENDMENT #1 TO HEALTH SERVICES AGREEMENT This AMENDMENT #1 to Health Services Agreement dated November 19, 2024 (the “Agreement”), between the Board of County Commissioners for Eagle County, Colorado (hereinafter referred to as the “Board”), and Southern Health Partners, Inc., a Delaware Corporation, (hereinafter referred to as “SHP”), is entered into as of this_ day of , 2025. WITNESSETH: WHEREAS, the Eagle County Sheriff (“Sheriff”) and the Board (together, the Sheriff and the Board may be collectively referred to hereinafter as the “County”) and SHP desire to amend the Agreement to provide for SHP to manage the inmate medical records with an electronic management system. NOW THEREFORE, in consideration of the covenants and promises hereinafter made, the parties hereto agree as follows: 1. Section 3.1 of the Agreement is hereby amended to read as follows: 3.1 Medical Records. County acknowledges that SHP’s responsibility for all inmate medical records shall commence on the effective date of this Agreement, and that the responsibility for all inmate medical records prior to the effective date of this Agreement shall rest solely with the County. Nothing in this Agreement shall be interpreted to impose responsibility on SHP for inmate medical records prior to the effective date of this Agreement. County does further acknowledge, however, that SHP shall assist County with the fulfillment of requests for production of medical records for those medical services provided prior to the effective date of this Agreement, and by doing so does not assume any responsibility for such records. It is mutually understood by both parties that, during the term of this Agreement, SHP shall serve as the Records Custodian in all medical record matters, in accordance with all applicable laws. Commencing on the effective date of this Agreement, SHP shall cause and require to be maintained a complete and accurate medical record for each inmate who has received health care services. Each medical record shall be maintained in accordance with applicable laws and County' s policies and procedures. The medical records shall be kept separate from the inmate' s confinement record. A complete legible copy of the applicable medical record shall be available, at all times, to County as custodian of the patient. Medical records shall be kept confidential. Subject to applicable law regarding confidentiality of such records, SHP shall comply with Colorado law and County' s policy with regard to access by inmates and Jail staff to medical records. No information contained in the medical records shall be released by SHP except as provided by County' s policy, by a court order, or otherwise in Docusign Envelope ID: 14D693F4-CD70-401C-B19E-89EA5D34BB8A June 24 accordance with the applicable law. SHP shall, at its own cost, provide all medical records, forms, jackets, and other materials necessary to maintain the medical records. At the termination of this Agreement, all medical records shall be delivered to and remain with County. However, County shall provide SHP with reasonable ongoing access to all medical records even after the termination of this Agreement for the purposes of defending litigation. Commencing July 1, 2025, SHP shall utilize a certain electronic medical records (EMR) system known as “CorEMR” for SHP’s management of all of the medical records. SHP shall be responsible for all implementation, maintenance, hosting, and use of the CorEMR system for managing the medical records and County shall have no responsibility for the CorEMR system or for SHP’s use thereof. Upon termination of the Agreement, or at any other time as requested by County, SHP shall deliver all of the medical records to County in a CSV or another mutually agreeable format at a time agreed to by the parties so that County has a complete, accurate, and current dataset of the medical records and SHP shall, if requested by County, facilitate County’s direct use of the CorEMR system, including by providing all necessary or appropriate data integration. 2. The following new Section 7.7 is hereby added to the Agreement immediately following Section 7.6 of the Agreement: 7.7 For the period of July 1, 2025 through June 30, 2028, the total monthly fee for SHP’s use of the CorEMR system to manage the medical records (the “Monthly Fee”) shall be a flat fee in the amount of $1,175.01 per month. This fee includes the amortized startup cost, the amortized equipment cost, hosting fees, and maintenance fees. Commencing July 1, 2028, the Monthly Fee shall be a flat fee in the amount of $565.00 per month. County may pay the Monthly Fee monthly or, for the 6-month period of July 1, 2025 through December 31, 2025, County may pre-pay the Monthly Fee as a single lump sum in the amount of $7,050.06 (“Lump Sum”). SHP shall invoice County for the Monthly Fee and shall include the option to pay the Lump Sum, and such invoice shall be payable by County within thirty (30) days of the SHP invoice date. All invoices for the CorEMR system (“EMR Invoices”) shall be billed and delivered to County separately from the base contract invoices provided for in Section 7.1 of this Agreement and the EMR Invoices shall be excluded from the annualized base contract price billing provided for in Section 7.1 of this Agreement. In the event this Agreement terminates on a date other than the last day of any calendar month, the then current Monthly Fee for SHP’s use of the CorEMR system shall be prorated accordingly for the shortened month. In the event this Agreement is terminated prior to June 30, 2028, County agrees to pay to SHP the unamortized portion of the startup cost for implementing the CorEMR system and the unamortized portion of the equipment cost as of the date of termination. The startup cost shall be calculated as $473.33 per month beginning on July 1, 2025 for a period of thirty-six (36) months, ending June 30, 2028. The equipment cost shall be Docusign Envelope ID: 14D693F4-CD70-401C-B19E-89EA5D34BB8A calculated as $136.68 per month beginning on July 1, 2025 for a period of thirty-six (36) months, ending June 30, 2028. 3. Capitalized terms in this Amendment #1 will have the same meaning as in the Agreement. To the extent that the terms and provisions of Amendment #1 conflict with, modify or supplement portions of the Agreement, the terms and provisions contained in this Amendment #1 shall govern and control the rights and obligations of the parties. 4. Except as expressly altered, modified and changed in this Amendment #1, all terms and provisions of the Agreement shall remain in full force and effect, and are hereby ratified and confirmed in all respects as of the date hereof. 5. This Amendment #1 shall be binding on the parties hereto, their heirs, executors, successors, and assigns. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] Docusign Envelope ID: 14D693F4-CD70-401C-B19E-89EA5D34BB8A IN WITNESS WHEREOF, the parties have executed this Amendment #1 in their official capacities with legal authority to do so. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: ______________________________ Jeanne McQueeney, Chair Attest: By: _____________________________ Becky Close, Clerk to the Board SOUTHERN HEALTH PARTNERS, INC. BY: Jennifer Hairsine, President and CEO Date: Docusign Envelope ID: 14D693F4-CD70-401C-B19E-89EA5D34BB8A 6/19/2025