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Wexford Mississippi Doc Contract 2006

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AGREEMENT BETWEEN THE STATE OF MISSISSIPPI
DEPARTMENT OF CORRECTIONS AND WEXFORD HEALTH SOURCES, INC.
FOR ONSITE INMATE HEALTH SERVICES
THIS AGREEMENT (this "Agreement") is entered into as of the 9th day of June, 2006,
by and between the State of Mississippi Department of Corrections (generally referred
to as the "State" or the "MDOC") and Wexford Health Sources, Inc. ("Wexford"). The
MDOC and Wexford are sometimes referred to herein collectively as the "Parties".
WITNESSETH:
Whereas, the MDOC is responsible for,the care and security of inmates in its custody,
whether incarcerated in MDOC correctional fadlities, county regional fadlities, or
privately operated prisons; and
Whereas, the MDOC desires to engage Wexford to provide or to arrange for the
provision of medical, dental, and mental health care services for inmates in its
custody at the following Fadlities on the terms as provided in this Agreement:
Mississippi State Penitentiary ("MSP") at Parchman, Mississippi; Central Mississippi
Correctional Fadlity ("CMCF"), at Rankin County Mississippi; South Mississippi
Correctional Institution ("SMCI") at Leakesville, Mississippi (known as the 'Fadlities').
Wexford has limited responsibilities as provided in this Agreement at the eleven
County Regional Sites; seventeen Community Work Centers; and for minimum security
inmates residing at the three male Restitution center and the Governor's Mansion
(known collectively as the "Satellite Fadlities" and individually as a "Satellite
Fadlity").
Whereas, the MDOC and Wexford desire to set forth their understandings and
agreements regarding inmate healthcare services as set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the Parties agree as follows:
ARTICLE I -- AGREEMENT DOCUMENTS
1.1
Governing Documents. The following documents are incorporated herein and
are made a part of this Agreement, and the Parties agree that those portions of such
documents that set forth respective duties of performance and conditions thereof by
each of the Parties shall govern performance under this Agreement in the following
order except as otherwise provided in this Agreement:
•
•

•

Wexford Health Sources, Inc. 's Best and Final Offer ("BAFO"), for onsite
healthcare services which was defined as Required Response #1, RFP Staffing
Model dated March 31, 2006
Wexford Health Sources, Inc. 's response to the MDOC Request for Proposal,
together with the Wexford BAFO and Key Assumptions, Dated January 27, 2006;
and
Mississippi Department of Corrections RFP NO. 06-010, Dated September 27,2005,
as amended (the "RFP").

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ARTICLE 11-- HEALTHCARE AND RELATED SERVICES
2.1
General Engagement. The MDOC hereby engages Wexford to provide for the
delivery of necessary onsite medical, mental health and dental care as defined in the
RFP to individuals under the custody and control of the MOOC and sentenced to and
incarcerated at the Facilities ("Inmates"), and Satellite Facilities; and Wexford hereby
accepts such engagement according to the terms and provisions hereof. Wexford will
provide such services consistent with applicable American Correctional Association
("ACA") standards, National Commission on Correctional Health Care ("NCCHC")
standards, constitutional, federal, state, and local laws, court orders, local regulations
and MDOC policies and procedures governing health care service delivery. It is the
intent of the Parties to this Agreement that the proVisions of this Agreement comply
with ACA and NCCHC Standards. Should any provision not comply with such Standards
or should the Standards change during the term of this Agreement, the Standards shall
be controlling. It is understood that the MOOC shall be financially responsible for all
off-site medical services and all specialty service on and off-site for the inmates at the
Facilities and Satellite Facilities. This will incorporate responsibility for Utilization
Management, claims adjudication and payment and provider network contracting.
2.2
Administrative Services. Wexford shall implement administrative components
and operational polides and procedures necessary for compliance with Agreement
spedfications. The MDOC reserves the right to review and approve polides and
procedures of Wexford in any areas affecting performance under the Agreement.
Wexford will design and implement a process to report to the MOOC Chief Medical
Officer or designee problems and/ or unusual incidents in the performance of this
Agreement, including but is not limited to medical, secUrity-related and personnel
issues that might adversely impact the delivery of health care services. Wexford
personnel shall abide by and comply with all MOOC policies and procedures.
2.2.1 The MDOC Chief Medical Officer will confirm that any outside resources
and specialty treatment offered will be in accordance with pre-negotiated contracts,
when available, so that the total health care program offers the full range of health
care for all inmates, including access to an adequately equipped, licensed general
hospital or infirmary either in the institution or the community.
2.2.2 Therapeutic guidelines and protocols shall be reviewed and updated
annually by the MDOC Chief Medical Officer.
2.2.3 The Wexford onsite Medical Director will apprise the
superintendent/warden or designee of all relevant information regarding inmate
partidpation in programs, as well as management and security implications of spedfic
health care situations.
2.2.4 Wexford will provide MDOC with the most current copy of Wexford's
policy and procedure manual for approval, signature, and distribution to appropriate
MDOC staff. Inmates will have access to health care policies and procedures based on
MDOC policy. Wexford will also provide MDOC with medical and mental health
protocols, dental protocols and nursing protocols after award of contract but prior to
commencement of services under this Agreement.

2

2.3
Personnel. The base compensation as described in Section 7.2 of this
Agreement reflects the system-wide complement of staff as set forth in this
Agreement Exhibit A. This staffing includes the number of full-time equivalents, the
credentials and the distribution of staff among Fadlities and Satellite Fadlities.
2.3.1 Full-time equivalent ("FTE") positions are defined to mean positions in
which the employee or contractor is providing forty (40) hours of service per week.
The forty (40) hours shall include designated break periods and mid-shift meal periods.
These hours may be accomplished on a "flexible" schedule to maximize effidency and
meet Fadlity and Satellite Fadlity needs.
2.3.2 Wexford will confirm that all the required registrations, licenses and
credentials are active, unrestricted, and in good-standing for professionals contracted
or engaged by Wexford to provide services in the Facilities and Satellite Facilities.
This includes, but is not limited to, medical, dental, physidan assistant, nurse
practitioner, nursing and other licenses, DEA numbers and registration with the
appropriate Mississippi State Boards. Wexford shall be responsible for providing
educational services for all health services employees. Wexford's contractual
relationships with physicians, mid-level practitioners, and dentists shall confirm the
professionals' pursuit and satisfaction of continuing medical education (CME)
requirements.
2.3.3 Wexford will verify with the State the licensure and status of every
physidan, nurse, or other personnel requiring a license to practice his/her profession
prior to contracting with or employing a healthcare professional to work in a Facility
and Satellite Facilities. A copy of the verifying information will be kept in each
employee's personnel file or in the case of independent contractor professionals, in
each credential file.
2.3.4 Nurse practitioners and physician assistants will work under the clinical
supervision of a physician contracted or employed under the Agreement, and will
function in accordance with the applicable regulations for nurse practitioners and
physician assistants under the applicable Mississippi licensing board.
2.3.5 Wexford will arrange for the provision of twenty-four hour, seven day
per week physician or mid-level practitioner coverage on-site or on-call telephone
coverage for the Facilities. Physidan or mid-level practitioner services must be
suffident to meet the required needs of the day and medical evaluation/follow-up
within time limits of nursing triage (including weekends and holidays), including
infirmary and chronic care management for the Facilities.
2.3.6 Effective with the start-up of services under this Agreement, licensed
nursing staff provided by Wexford will assume the duty to administer medication.
Wexford will utilize trained, dedicated health care staff for the administration of
medication. All health care staff involved in the administration of medication will
complete a formal training program to be provided by Wexford.

3

2.3.7 Wexford full time employees and independent contractors will
participate in required MDDC training and orientation programs. Training and
orientation hours are considered hours worked.
2.3.8 Wexford employee and independent contractors will be available to
provide court testimony for medical cases at the request of MDDC and at no charge to
MDDe. This time shall be considered official business and be counted as hours
worked.
2.3.9 MDDC will have the right to approve key Wexford personnel, and such
approval shall not be unreasonably withheld or delayed, to include the following
positions:
Facility Medical Directors
Physicians
Mid-Level Practitioners
Directors of Nursing
2.3.10 Wexford personnel will appropriately assist MDDC in preparation for any
ACA and/or NCCHC accreditation audit dUring the contract term.
2.3.11 The Wexford transition plan will be Initiated Immediately upon final
execution of the Agreement and notification of the Parties.
2.4
Medical Disaster. Wexford shall have, in place within sixty (60) days of
contract commencement, a medical emergency plan that is approved by the
superintendent at each Facility. The medical disaster plan shall be in compliance with
ACA and NCCHC standards and MDDC policies and procedures. All health care staff
and appropriate MDDC staff shall be trained in their roles within the context of this
plan. Wexford shall provide an updated contact list for recall of key health care staff
and qualified health care professionals. The medical disaster plan will address the
following:
Communications system;
Recall of key staff;
Assignment of health care staff;
Establishment of command post;
Safety and security of the patient and staff areas;
Use of emergency equipment and supplies;
Establishment of a triage area;
Triage procedures;
Medical records - identification of injured;
Use of ambulance services;
Transfer of injured to local hospitals;
Evacuation procedures, including infirmary patients (to be coordinated with security
personnel);
Practice drills for all shifts at each site, to be coordinated with Facility drills.
Personnel at the other Facilities shall be ready, if necessary, to assist a Facility or
Satellite Facility experiencing an emergency.

4

2.5
Emergency Medical Services. In the event of an emergency at a Fadlity or
Satellite Fadlity, health services staff will provide, when required, on-site emergency
intervention for inmates, staff and visitors as described below. Wexford personnel or
contractors will coordinate all emergency transfers to designated emergency centers
with security staff. After a use of force inddent or in any case where the shift
commander or designee has determined that an inmate needs medical attention and
cannot travel to the Fadlity's infirmary, appropriate medical personnel, i.e.
physidan, nurse, nurse practitioner or physidan's assistant, will render immediate
health care to the inmate at his/her current location.
2.5.1
Wexford will proVide emergency services to MODC employees, offidal
State guests, outside contractors, inmates' visitors, or other visitors at each of the
Fadlities, to include medical examination following necessary use of force inddents.
Wexford will not be responsible for any costs related to emergency transportation of
MDDC employees, guests, outside contractors and visitors, nor will Wexford be
responsible for the costs of any offsite services rendered as a result of the emergency
transportation.
2.5.2 Wexford will ensure that each of the three main Fadlities; Mississippi
State Penitentiary, Central Mississippi Correctional Fadlity, and South Mississippi
Correctional Institution will maintain an Automatic External Defibrillator (AED) and an
emergency response kit in order to provide any and all interventions described by
Advanced Cardiac Life Support (ACLS) protocols if such protocols are reqUired for such
equipment. The Wexford Fadlity Medical Director or the responsible physidan must
be ACLS certified (up-to-date) and all licensed health care staff will be Basic Cardiac
Life Support certified (up-to-date).
2.5.3 Treating physidans at the Fadlities and Satellite Fadlities will
consider utilizing triponin testing for inmates who are appropriate candidates in the
professional judgment of such physidans. The results of such testing along with review
from the onsite physidan will be used to determine the appropriate course of
treatment.
2.5.4 MDDC shall make available emergency treatment through
predetermined arrangements and will develop a plan and agreements with off-site
centers for referral of all emergencies that cannot be treated on-site. All emergendes
requiring a "911 call" or its eqUivalent will be reported immediately to the MODC
designated Fadlity or Satellite Fadlity staff member and to the MDDC Chief Medical
Dfficer within twenty-four (24) hours, noting the elapsed time between the call for
assistance and the arrival of trained personnel. Healthcare personnel at each Fadlity
and Satellite Fadlity will maintain an on-site log of all such calls for review by MDDC
offidals. MODe shall provide County regional sites and community work centers with
recommended procedures for notifying Wexford and the MoDC in emergendes. For
emergency cases when inmates are working outside the Satellite Fadlities, Wexford
reserves the right to deny, contest, or seek reimbursement from the County if the
negligence or willful acts of County employees or agents results in injury or illness to
inmates working outside the Fadlities. Wexford shall immediately notify MODC of
such inddents.

5

2.5.5 Wexford will implement the following emergency procedures, to
include but not limited to:
•
•
•
•

Wexford will confirm that all medical staff is aware of procedures to provide
emergency medical care to any inmate.
Emergency services will be available for acute illness or conditions that cannot
wait until scheduled sick call.
Emergency services will be available through physidans, other health care
staff; Wexford arranged local ambulance services or hospital emergency rooms.
Wexford will provide spedfic written procedures for medical emergendes as
approved by the MDOC Chief Medical Officer.

Emergency health services will be provided at all Fadlities and Satellite Fadlities by
qualified health care staff and in accordance with NCCHC and ACA Standards.
Wexford shall make provisions and be responsible for twenty four (24) hour emergency
medical, mental health and dental care, including twenty four (24) hours; seven (7)
days per week on call availability. MDOC shall make available emergency treatment
through pre-arranged agreements with community agendes, when available. The onsite physidan or designee will coordinate emergency transfers with site security staff.
Mississippi State Penitentiary, Central Mississippi Correctional Fadlity, and South
Mississippi Correctional Institution will have at a minimum, appropriate qualified
health care professional staff on-site twenty four (24) hours per day, seven (7) days a
week.
2.6
Continuous Quality Improvement. Wexford shall institute a program of
Continuous Quality Improvement (CQI) Program and Professional Peer Review at each
Fadlity and Satellite Fadlity, which will include, but not be limited to, audits and
medical record review. Physician peer reviews shall occur no less than annually.
Within six (6) months of commencement of services under the Agreement, Wexford
must provide evidence to the MDOC that a CQI Program is in place that includes
monthly meetings of the CQI committee. The CQI program will use multi-disdplinary
committees and must involve all health care disdplines during the calendar year.
Morbidity and Mortality review must come under the scope of the CQI program.
2.6.1 All inmate deaths will be treated in accordance with the Mississippi
State Statute regarding unattended deaths. Wexford shall comply with the applicable
state statutes, including performance and conduction of a mortality review by
appropriate personnel. Wexford shall comply with MDOC polides and procedures
regarding an inmate's death. A preliminary report of the mortality review will be
submitted by the Wexford site Medical Director or Wexford Corporate Medical Director
to the MDOC Chief Medical Officer or designee within seventy-two (72) hours of the
inmate death, and a final report within thirty (3D) days.
2.6.2 The medical staff will convene regularly with MDOC representative(s)
and staff to discuss issues relevant to medical care in the system. Fadlity meetings
will generally occur quarterly unless waived by the MDOe. Attendees will include the
site Medical Director, designated site dentist, site administrator, site Director of
Nurses, and designated site mental health representative. Other employees or
providers may be invited to attend. Wexford will be responsible for all costs including
transportation, housing and such other reasonable expenses assodated with this

6

meeting for Wexford employees' partidpation. Wexford shall provide a quality
management program to support the provision of the comprehensive health service
program. Quality management support services shall be system-wide and shall be in
place within six (6) months following commencement of services under this
Agreement. Wexford shall provide written documentation to substantiate these
services.
2.6.3 Wexford shall provide a peer review of all primary care providers to
include the physidans, psychiatrists, dentists, nurse practitioners, physidan assistants
and PhD level psychologists, conducted on no less than an annual basis with the first
round of peer reviews completed prior to the beginning of the second contract year.
This is designed to monitor and enhance patient care. Peer review shall include such
activities as chart review, medical treatment plan review for spedal needs inmates,
review of off-site consultations, spedalty referrals, emergendes, and in-patient and
outpatient hospitalizations. The completion of the reviews shall be appropriately
documented. Where possible or appropriate to affect the purposes of peer review,
such proceedings will be conducted in accordance with applicable peer review statutes
or regulations and applicable confidentiality requirements.
2.7
Inmates Receiving and Diagnosis Function. Receiving screenings shall be
performed by qualified healthcare personnel on all inmates immediately or as soon as
feasible upon their arrival at the Fadlities, and will result in appropriate disposition,
and/or treatment in accordance with the prescribed NCCHC or ACA guidelines and
MDOC policy. At a minimum, the receiving screening should include the following
inquiries: medical history, mental health conditions, urgent dental needs, medication
therapy, and spedal needs. If an inmate is transferred to another Fadlity or Satellite
Fadlity, the receiving screening report and health assessment will accompany the
inmate to be reviewed by the receiving Fadlity or Satellite Facility Medical Director or
designated provider.
2.7.1 Comprehensive health assessment (physical exam) and health history
shall be performed by a qualified health care professional for each newly admitted
inmate to the MDOC system within timeframes outlined in NCCHC and ACA Standards.
A registered nurse, who has been trained in physical assessment in accordance with
state law, may complete this assessment.
2.7.2 Communicable and STD disease testing are mandatory components of all
intake appraisals. If an inmate fails/refuses to comply with mandatory intake disease
testing, the inmate will be placed in medical isolation. The MDOC Chief Medical
Officer, the Wexford Facility Medical Director, the Superintendent and appropriate
Fadlity or Satellite Facility authorities will be notified. If a newly admitted or
transferred inmate has a positive tuberculin skin test and presents with symptoms
consistent with active pulmonary TB, the inmate should be isolated immediately until
chest x-ray/sputum results have been received. The inmate will be evaluated for
preventive therapy. Therapy will be in compliance with Centers for Disease Control
(CDC) guidelines. The Mississippi State Department of Health (MSDH) shall be notified
within twenty-four (24) hours of any case of active TB to participate with management
of such inmates.

7

When a free-world TB patient is confined at an MDOC state facility, MSDH will be
responsible for diagnosis, treatment and management of the patient's infectious
disease state(s). Wexford will be responsible for basic healthcare, particularly for
acute care purposes.
2.7.3 When an inmate is readmitted to a Facility, his/her health status shall
be updated. In the absence of significant changes in previous health status, the full
assessment does not need to be repeated if a routine assessment has been completed
within the past year.
2.7.4 Wexford shall be responsible for reporting HIV/ AIDS data to the MDOC.
2.8
Primary Medical Care. Wexford shall provide or arrange for the provision of onsite primary and preventive health care services in accordance with NCCHC Standards
at each Facility and Satellite Facility covered by this Agreement. Wexford shall be
responsible for the following specialty care services: optometry, radiology, dialysis,
aUdiology, STD, HIV and TB care. MDOC shall be financially responsible for all other
specialty care services.
Sick Call. Wexford healthcare personnel or contracted providers shall conduct
2.9
sick call within the parameters of applicable ACA and NCCHC standards.
2.9.1 A licensed nurse trained in triage will conduct sick call triage each day
at times that are coordinated with Facility staff. Those inmates requiring evaluations
beyond the capabilities of the triage nurse shall be referred to the physician or midlevel practitioner, such as a physician assistant or nurse practitioner. Non-emergent
health care requests shall be triaged within twenty-four (24) hours. When necessary,
a referral shall be made for the inmate to be evaluated by the physician or mid-level
practitioner within seven (7) calendar days of the original complaint. The mid-level
practitioner will perform evaluations and treatments within his/her scope of practice,
referring appropriate patients to the primary care physician as indicated. If an
inmate's custody status precludes attendance at sick call, then MDOC and healthcare
personnel will cooperate to make arrangements to provide sick call services at the
inmate's housing unit if possible. Sick call triage will be conducted at the Community
Work Centers twice monthly for all male institutions and weekly for the female
institution by a nurse designated by the assigned parent institution.
2.9.2 Nursing staff will conduct daily (including weekends) rounds through all
segregation units.
2.9.3 Wexford personnel will not perform medical experimentation or
research that violates Mississippi statutes in any MDOC Facility or Satellite Facility and
Wexford will inform its independent contractors of this MDOC prohibition.
2.10 Specialty Medical Care Services. Wexford personnel and contracted providers
shall direct medical services referrals to the MDOC Specialty Care Coordinator to make
arrangements with specialists for the treatment of those inmates with health care
problems that may extend beyond the primary care services provided on-site at the
Facility or Satellite Facility.

8

2.10.1 Wexford personnel shall endeavor to work with the MOOC Spedalty Care
Coordinator department to consolidate the scheduling of appointments and services
for inmates with community physidans, hospitals and other health care providers and
services to minimize the impact upon security staff and available vehicles.
2.10.2 All orders involving any special procedures or non-routine follow-up must
be documented and communicated in Writing, as an order between the consultant and a
physician, licensed nurse, nurse practitioner or physician's assistant. All such specialty
orders are subject to review and approval by the MOOC Chief Medical Officar. Specialty
consultants will have access to the inmate's medical record and will place a note directly
in the medical record at the time the service is rendered. Wexford will be responsible for
laboratory and pharmaceutical services that resultfrom the specialty consult.
2.10.3 The positive results of all tests and consultations will be conveyed to
the inmate within five (5) working days of receipt by contracted health care
professionals. Negative results or findings within normal limits will not be
communicated but rather will be an assumption unless communication regarding
positive findings occurs.
2.11 Inpatient-Infirmary Medical Care Services. Wexford personnel shall utilize the
Fadlity inpatient infirmaries as appropriate to manage off-site hospitalizations (e.g.
where a patient's condition can be appropriately and effectively treated in the
infirmary setting). The MOOC Chief Medical Officer reserves the right to admit and/or
discharge inmates from any MOOC facility infirmary. Operation and management of
the infirmary shall include:
2.11.1 On site hospitals and infirmaries will meet all applicable Mississippi and
local statutes and licensing requirements.
2.11.2 Supervision of the infirmaries by a registered nurse at all times.
2.11.3 A physidan or mid-level practitioner on-call twenty-four (24) hours per
day.
2.11.4 All inmate patients are within sight or sound of a qualified health care
professional.
2.11.5 Infirmary rounds shall be conducted and documented by a physidan
daily. Mid-level practitioners may conduct the rounds occasionally, when needed.
Progress notes entered by mid-levels must be reviewed and/or counter-signed by the
responsible physidan within five (5) working days or as otherwise required by law or
regulation. Nursing rounds will be made daily, not less than once per scheduled shift
or as ordered by the practitioner.
2.11.6 A manual of nursing care procedures to be followed for infirmary care.
2.11.7 A complete in-patient record for each patient admitted to the infirmary
will include physidan or mid-level practitioner order for the admission, admission
work-Up, problem list and discharge planning. The admission work-Up notes shall
include the statement of ,the problem or complaint, the findings of the appropriate

9

clinical exam, the assessment to its highest level of 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 level of acuity. All infirmary
encounters shall be documented in the inmate's medical record.
2.11.8 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 if necessary and ordered. Discharge
must be ordered by the responsible physician or mid-level practitioner. Designated
MDOC officials will be advised of the discharge plan regarding housing or work
implications.
2.11.9 The Unit 32 clinic shall be operational twenty-four (24) hours per
day/seven (7) days per week, however, it is only required to be staffed from 7 a.m.
until 11 p.m. Mondays through Fridays and when the need occurs at other times.
2.12 Tertiary Medical Care Services. MDOC shall be responsible for all necessary
hospitalization services for inmates incarcerated in the Facilities and Satellite
Facilities. At the Facilities, Wexford site personnel or contracted providers must see
that inmates whose medical conditions require it are referred to the MDOC Specialty
Care Coordinator to be hospitalized or given off-site consultations. MDOC will be
responsible for security provisions and scheduling provisions.
2.13 Oral Health Care Program. Dental care services are to be provided to inmates
incarcerated in the Facilities in accordance with ACA and NCCHC standards. All dental
services shall be provided under the direction and supervision of a dentist licensed by
the State of Mississippi.
.
2.13.1 At those Facilities that have no on-site or mobile dental facilities,
Wexford personnel will coordinate with the MDOC Specialy Care Coordinator to provide
for the transportation of inmates for dental care, and will do so to minimize
transportation and security time. Emergency dental care will be available on-call
twenty-four (24) hours per day/seven (7) days per week by a qualified dentist or by a
qualified health care professional as the need may dictate. Dental emergencies shall
receive an evaluation within twelve (12) hours of complaint.
2.13.2 Dental screening and oral hygiene instructions shall be performed within
seven (7) days of admission of an inmate to a Facility. A dental examination is to be
performed within one (1) month of admission.
2.13.3 Dental treatment, not limited to extractions, is to be provided in
accordance with the dentist's professional judgment, provided that it is in no manner
detrimental to the inmate's health. The priorities of treatment are to eliminate pain,
swelling or infection and preserve and maintain the inmate's oral integrity. Each
inmate will have access to the preventive benefits of fluoride treatment in a form to
be determined by the dentist and appropriate for the individual. Routine dental
prophylaxis as determined by a dentist shall be performed no less than every two (2)
years. Wexford shall by priority of need, maintain a schedule of each inmate being

10

seen by the dental staff to meet ACA Standards. In cases of readmitted inmates who
have received a dental examination within the past ninety (90) days, a new exam is
not required, except as determined by the supervising dentist. The readmitted inmate
shall fall into the routine evaluation schedule based on the date of the last
examination. Permanent dentures, as described below, will be provided to inmates
within ninety (90) days of the initial date of the denture mold.
2.13.4 As appropriate and as determined by a dentist, Wexford shall provide
the following services:
•
•
•
•
•
•

Extraction of teeth, which are not restorable due to infection, decay,
periodontal disease, or trauma;
Restoration of teeth;
Periodontal treatment - non-surgical treatment of periodontal disease
to include deep cleanings and polishing;
Root canal treatment on front teeth which have good bone support and
enough remaining tooth structure to restore, to include crown work on a
limited basis based upon the inmate's oral history and condition;
Full dentures shall be provided to inmates who are edentulous or who
are edentulated while in the Facility; and
Partial dentures shall be provided to inmates who lack enough teeth to
function adequately, i.e. three or more opposing teeth, to be able to
chew.

2.14 Mental Health/Psychiatric Services. The delivery of comprehensive mental
health services to inmates incarcerated in the Facilities shall be in accordance with
NCCHC and ACA Standards of Care. Written policies and procedures guiding mental
health services shall be available for individuaL sites.
2.14.1 A physician or designee will examine aLL inmates isolated for psychiatric
purposes within 24 hours of confinement. Medical evaluation will support medicaL
confinement of inmates based on risk of physical danger to seLf or others. A medically
trained professional and a quaLified mentaL heaLth professional will make rounds in the
hOUsing unit for all inmates who are segregated from the general population a
minimum of three days a week. OnLy a physician or licensed mental heaLth
professionaL, after consuLting with designated MDOC officials, may determine when an
inmate shouLd be returned to the general popuLation. ALI inmates referred for mental
heaLth evaluation wiLL receive a comprehensive diagnostic examination, including an
update to the psychosociaL history and a mentaL status evaLuation. The examination
will include an assessment of suicidaL risk, potential for violence, and speciaL hOUsing
needs.
2.14.2 The mentaL heaLth professionals shall provide or be responsible for:
a.
b.
c.
d.
e.
f.

Completing and submitting psychological evaluations requested by MDOC;
Screening and referring inmates for psychiatric or psychoLogical evaluation;
Crisis intervention to all inmates;
Crisis assistance through an estabLished on-call system;
Completing diagnostic and classification reports designated by MDOC;
Individual and group therapy;

11

g. Providing and/ or assisting with criticaL incident debriefing; and
h. Providing additionaL mentaL heaLth information and/or evaLuations.
2.14.3 QuaLified mentaL health staff will provide therapeutic treatment
programs to include, but not be limited to, crime victim awareness, sex offender, and
anger control. MentaL heaLth staff shall be qualified, trained, certified and licensed in
the provision of listed intervention programs. Individual and group counseling will be
provided based on inmate need. Inmates with serious mentaL illness will receive
priority in receiving these services. Topics for group therapy wiLL be determined by
the need of each Facility inmate population.
2.14.4 The contracted/empLoyed site psychiatrist at each Facility will be
responsible for:
a. Prescribing and monitoring psychotropic medications;
b. Conducting ninety (90) day face-to-face interviews/evaLuations of alL
inmates on psychotropic medications (including teLepsychiatry where
appLicabLe);
c. Providing psychiatric evaLuation and examination on inmates referred by
mental heaLth or medicaL staff;
d. Providing psychiatric treatment for inmates dispLaying serious and
persistent mental illness;
e. Consulting and assisting mental heaLth staff with treatment and care of
identified special needs inmates;
f. Consulting with designated mental health poLicy and procedures (e.g.,
management of suicidal inmates, therapeutic restraints, and forced
medications);
g. Requesting the transfer of those inmates with severe mental health
problems to EMCF (this includes transfer back to MDOC for inmates
stabilized and considered functionally abLe to be housed in a less restricted
environment), through coordination with the MDOC Administrative
PsychoLogist;
h. Requesting the transfer (through the MDOC Administrative PsychoLogist) of
inmates in faciLities that do not have on site mentaL heaLth care to an MDOC
faciLity with mental heaLth professionals to receive an evaluation and
treatment; and
i. MonthLy review of EMCF-eligible inmate mentaL health records for referraL
to the MDOC Administrative Psychologist.
2.14.5 If a psychiatrist is not designated to the Facility, the Facility physician
will assume these responsibilities. The contracted/empLoyed Facility site physicians
wiLL aLso refer inmates, as appropriate, for psychiatric evaluation. A FaciLity
psychiatrist or physician shaLL be available for crisis assistance, i.e., MDOC crisis
stabilization program implementation, twenty-four (24) hours/day, seven (7)
days/week.
2.14.6 Inmates referred by qualified MDOC or Wexford mental health staff for
routine psychiatric evaluation upon intake wiLL be seen by a psychiatrist within five (5)
working days for initial urgent mental health screenings and fourteen (14) calendar
days for all other referrals. Inmates initially prescribed psychotropic medication will

12

be monitored monthly for three (3) months and then, every ninety (90) days thereafter
or more frequently as deemed necessary by the prescribing psychiatrist.
2.14.7 Wexford will develop and implement mental health services and the
provision of licensed mental health staff for the crisis stabilization mental health unit.
The mental health unit shall be staffed twenty-four (24) hours/day, seven (7)
days/week by licensed mental health professionals and/or licensed medical staff to
provide mental health services and monitoring of mental health status, to include
emergency mental health evaluations. A qualified mental health professional will
supervise operation of the mental health unit. Staff assigned to the unit shall be
licensed and shall have experience and knowledge in the care of mental health
patients.
2.14.8 Wexford will provide on-call crisis intervention, mental health
consultation, or direct services at all of the Facilities twenty-four (24) hours a day,
three hundred sixty-five (365) days per year for crisis response in cases of inmates
with suiddal ideation, treatment of inmates experiendng psychotic disorders or who
are experiendng emotional/cognitive disorder.
2.14.9 Wexford will provide training to all casework and security staff in
mental health dynamics (i.e. suicide prevention, crisis management), mental health
treatment, assessment of treatment plans and crisis intervention.
ARTICLE III -- ANCILLARY AND OTHER SERVICES

3.1
Laboratory Services. Wexford shall arrange for the provision of routine
laboratory/ diagnostic services. Services will include laboratory /diagnostic supplies,
capability for lab pick-up and delivery daily (Monday through Saturday), printer to
proVide test results at MSP, CMCF and SMCI reporting capability within twenty-four
(24) hours and personnel capable of performing the appropriate collection procedures.
All on-site qualified health care professional staff shall be trained in the collection and
preparation of laboratory specimens. Laboratory/diagnostic services may be
subcontracted by Wexford and shall comply with all federal and state standards.
3.1.1 Lab services shall include the capability to provide some on-site
diagnostics with immediate results to include at a minimum: finger-stick blood
glucose testing, urine analysis dip stick, urine analysis pregnancy test, rapid strep test,
guaiac stool test and peak flow testing. Where separate diagnostic services are
provided on-site, a procedure manual is to be developed and kept current for each
service, to include the procedures for the calibration for accuracy of testing devices.
Wexford will arrange for the drawing of blood in appropriate vials supplied by the
Mississippi Crime Lab for DNA samples on all sex offenders and any others as required
by Mississippi State law.
3.1.2 The physician or mid-level practitioner (PA or NP) shall review all
routine laboratory results within forty-eight (48) to seventy-two (72) hours to effect
proper treatment and follow-up care. Any clinically significant abnormal results or
laboratory values shall be communicated to the physidan or mid-level practitioner
immediately. A record of the date and time of this communication, as well as resulting
intervention orders is to be documented in the inmate health care record. It shall be

13

the responsibility of the qualified health care professional receiving the lab results to
initiate appropriate intervention.
3.1.3 Wexford or its subcontracting laboratory shall provide a copy of
its/their Standard Operations Procedure Manual (SOP) to the MOOC Chief Medical
Officer and each site Health Services Administrator.
3.1.4 Wexford or its SUbcontracting laboratory shall be capable of prOViding
the level of required reporting for purposes of quality improvement and utilization
review.
.
3.2
Pharmacy Services. Wexford shall provide or arrange for the provision of
pharmaceutical services in accordance with ACA and NCCHC standards for inmates
incarcerated in the Facilities. These services shall be sufficient to meet the needs of
each Facility. Wexford and its pharmacy subcontractor shall abide by all applicable
federal and state regulations relevant to prescribing, procurement, dispensing,
administration, distribution, accounting, and disposal of pharmaceuticals. Wexford or
its pharmacy subcontractor shall be responsible for all mandatory record keeping and
accountability applicable to all legal requirements.
3.2.1 The State and Wexford shall jointly take a physical inventory of all
pharmaceutical supplies and drugs as of July 1, 2006. The accepted inventory shall be
priced at the lower of cost or market value. At the end of this Agreement, a similar
inventory shall be taken and priced. Any increase in the value of the inventory
received over the value of inventory at the end of the contract shall be payable to
Wexford, and any decrease in the value shall be payable to the State.
3.2.2 Wexford, in conjunction with its pharmacy subcontractor, shall develop
a proposed formulary and submit a copy thereof to the MOOC Chief Medical Officer for
review and approval. The formulary shall be utilized for the majority of prescribed
medications, and deviations will be documented clinically in the medical record. Any
proposed formUlary changes must be submitted to MOOC for review prior to
implementation. The MOOC approved formulary will be distributed to all MODe
Facilities and Satellite Facilities. Wexford will provide written procedures for nonformulary requests and approvals. Specialist in the MoDe preferred provider network
will be allowed to order from the formulary. Non-formulary requests must be
approved by Wexford.
3.2.3 Administration of pharmaceuticals/medications shall be upon the order
of a physician, dentist or other authorized licensed individual with designated
prescriptive authority, such as a physician assistant or nurse practitioner. Wexford, or
its pharmacy subcontractor, will ensure a method by which to notify the prescribing
authority of the impending expiration date of a medication order. This will allow the
prescriber to review therapeutic response to the medication and permit continuation
or modification of the medication order.
3.2.4 Wexford or its pharmacy subcontractor shall be responsible for the
procurement, payment, inventory control, dispensing and disposal of all
pharmaceuticals. The pharmacy program will include the following parameters:

14

a. Medication will be prescribed onLy by a physician, physidan assistant/nurse
practitioner, psychiatrist, or dentist;
b. Verification of aLL questionabLe medication orders or drug prescriptions with
the prescribing provider;
c. Oversight of the pharmacy program by a pharmadst licensed in the State of
Mississippi who will conduct periodic audits and partidpate in monthLy
Pharmacy and Therapeutics and CQI Committees;
d. Ordered medications not administered will be returned to the pharmacy;
e. Establishment of an inventory controL system to affect availability of
necessary drugs and to protect against Loss of pharmaceuticals and
controlled substances;
f. Storage of all controlLed substances, syringes, needles, and surgical
instruments under security conditions; maintenance of a daily recorded
inventory of controlled substances;
g. Development of a policy to address medication refusaLs;
h. Development of medication dispensing procedures;
i. Institution of automatic stop orders for various drug categories;
j. Routine review of aLL prescriptions;
k. Documentation of aLL medication administration, to include any ordered
medication not administered with reason given;
l. Preparation, maintenance, and retention of aLL drug records in accordance
with aLL state and federal laws and reguLations;
m. Adherence to the FederaL Controlled Substances Act and the State
Pharmacy Act and compliance with NeCHC Standards; and
n. Arrangement for emergency stat medications through local pharmades as
necessary.
3.2.5 A stocked emergency drug kit shall be available at aLL Fadlities. An
adequate suppLy of emergency drugs will be available to meet the needs of each
FadLity.
3.2.6 Stringent security standards shall be utiLized with the storage,
dispensing, and accountability for DEA controlled substances, needLes, syringes, and
other items that have an abuse or security potential. The maximum duration of a
controlled substance prescription wiLL be thirty (3D) days.
3.2.7 When there is no staff pharmacist on-site, Wexford or its pharmacy
subcontractor shalL engage a consulting pharmadst who shall be utiLized for quality
assurance pharmacy inspections, visits and consultations on a reguLar basis, not Less
than quarterly..
3.2.8 A program of seLf-administration Keep on Person (UKOP U) medications
with strict accountability may be implemented among those inmates who meet
program criteria as mutually agreed upon by Wexford, in conjunction with its
pharmacy subcontractor, and the MDOC Chief MedicaL Officer for use in aLL MDOC
Facilities and Satellite Fadlities. No federalLy DEA controLled medications,
anticoagulants or medications with narrow therapeutic windows or medication for the
treatment of HIV I AIDS or preventive tuberculosis therapy shall be administered
through the use of the KOP Program. Inmates who demonstrate non-compliance or

15

lack of responsibility shall be removed from this program and reported to facility staff.
Wexford or its pharmacy subcontractor will report monthly data on the KOP Program.
3.2.9 Wexford or its pharmacy subcontractor shall develop and implement a
Continuous Quality Improvement (CQI) program for the pharmacy program at the
Facilities demonstrating a knowledge and focus on outcome measures and indicators.
3.2.10 Wexford or its pharmacy subcontractor shall develop a pharmacy and
therapeutics committee for the MSP, CMCF, and SMCI that meets quarterly to discuss
medication administration utilization patterns, success or corrections needed, issues
associated with the approved formulary and any problems arising from pharmacy
activities at the State Facilities.
3.2.11 To facilitate continuity of care, whenever any inmate receiving
. prescription medication is discharged, paroled, or released, a twenty-one (21) day
supply of medication and a refill prescription, when appropriate, shall accompany the
inmate, contingent upon adequate prior notice of release by MDOC. Wexford
healthcare personnel will coordinate with healthcare providers to give HIV/ AIDS and
TB patient's specific referral for follow-up, with notification to State Department of
Health.
EKG Services. Wexford shall provide EKG services, equipment, and supplies at
3.3
the MSP, CMCF, and SMCI with on-site twenty-four (24) hour, seven (7) days a week
coverage. Services shall include:
3.3.1 Training, orienting, or informing all designated qualified health care
professional staff;
3.3.2 Printed EKG rhythm strip arid computerized interpretation report within
ten (10) minutes; and
3.3.3 EqUipment maintenance and service within twenty-four (24) hours of
repair request.
3.4
Radiological Services. Wexford will provide routine radiology services on-site
by Wexford's radiology technician or contractual provider at those Facilities that have
radiology (x-ray) units. Radiology services for Satellite Facilities that do not have
radiology units will be provided by Wexford through return of the inmate to the parent
Facility. All supplies and materials necessary for the provision of on-site radiology
services at the Facilities that have x-ray units shall be the responsibility of Wexford.
3.4.1 A licensed radiologist will interpret all radiographs the next workday,
and will provide initial written results within 48 hours after reading. A physician or
mid-level practitioner shall review all written radiograph reports the workday
following the receipt of the written report.
3.4.2 For procedures, such as fluoroscopy or special studies, which are
beyond the capacities of on-site equipment, the inmate will be transported to an offsite referral facility capable of performing the diagnostic procedure at the expense of

16

MOOe. The Specialty Consultation Referral Form should be used for such referrals as
outlined in Exhibit B.
3.4.3 Wexford shall arrange for maintenance, inspection, and calibration of
on-site radiology equipment per manufacturer specified schedUle. Wexford will
provide all supplies and andllaries needed to operate said eqUipment. Wexford is
responsible for providing reqUired certifications and eqUipment readings to the MOOC
for use with any/all reqUired OSHA reporting, standards and gUidelines.
3.5
Dialysis Services. WeXford will proVide or arrange for the provision of on site
renal dialysis at CMCF for dialysis patients. MOOC will be responsible for supplying
water and electridty necessary for on site dialysis. MOOC will assign inmates reqUiring
dialysis services to CMCF.
3.6
Optometrv Ei: Ophthalmologic Services. A licensed on-site provider will perform
optometry examinations and treatment for inmates incarcerated at the Facilities, to
adequately attend to the needs of all inmates within the Facilities. MODC will provide
all equipment necessary for rendering these services. Treatment and care, which is
beyond the scope of expertise of the optometrist, shall be referred to an off-site
specialist at the expense of MODC. Physician or nurse referrals to see an optometrist
will be accomplished within thirty (30) days, with corrective eyewear, as described
below, being provided within thirty (30) days after being seen by the optometrist.
3.6.1 Plastic eyeglasses shall be provided by Wexford to inmates requiring
vision corrections or to inmates entering a Facility or Satellite Facility currently using
some type of corrective lens. Inmates who have 20/40 vision or better and 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. Wexford is required to replace broken or damaged lens only once
per two years, unless an eye condition reqUires replacement more frequently.
Inmates are not allowed to wear contact lenses, and inmates entering a Fadlity or
Satellite Facility wearing contact lens will reqUire glasses supplied by Wexford to
replace the contact lens. Special medical treatment requiring the wearing of
replaceable contacts reqUires the approval of the MOOC Chief Medical Officer.
3.7
Auditory Services. Wexford shall provide an auditory services program for
inmates incarcerated at the Facilities. A licensed audiologist will perform a hearing
exam when ordered by a physidan. An appropriately trained health care worker may
perform initial audiometry on-site at a Facility. If a hearing amplification device is
indicated, it is Wexford's responsibility to supply and maintain the device.
3.8
Hospice Care. When indicated by the physician and accepted by the inmate,
Wexford and MDOC will work together on a case-by-case basis to make hospice
arrangements within a Facility using hospice professionals developed internally,
contracted from outside through MOOC or outside of a Facility, including
transportation and security considerations, to include execution of the necessary
documentation. MOOC shall have responsibility for any offsite hospice service.
Wexford's contracted/employed physicians may recommend, where appropriate, and
partidpate with MOOC staff in the evaluation of inmates who are eligible for
Conditional Medical Release consistent with MDOC policy and State law.

17

3.9
Inmate Education. For inmates incarcerated in the Fadlities, Wexford shall
develop, subject to the MDOC 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 the MDOC. Selected topics for these sessions
may include, but are not limited to:
Personal hygiene;
Stress management;
Tuberculosis and other communicable diseases;
Hepatitis;
Prevention of HIV infection and other sexually transmitted diseases;
Diabetes;
Hypertension and cardiac disease;
Pregnancy, birth control; and women's health topics;
Adverse affects of tobacco use;
Adverse effects of alcohol and psychoactive drug use;
Positive effects of physical activity;
Positive effects of healthy diet; and
Prevention of dental and periodontal disease.
3.10 Inmate Grievances. The MDOC Health Services Administrator assigned to each
MDOC fadlity will implement the MDOC inmate grievance procedure, which will be
consistent with ACA and NCCHC requirements. Inmate grievances will be screened
upon receipt by the Health Services Administrator or designee and recorded in the
Inmat~ Grievance Log. Reasonable, good faith attempts will be made to resolve
inmate complaints on an informal face-to-face basis, with the Health Services
Administrator or designee meeting with inmates in the housing unit, where reqUired
for segregated inmates.
3.11 Medical Records. Individual health care records will be initiated and
maintained for every inmate regarding medical, dental or mental health services as a
result of the inmate screening process or for services rendered follOWing assignment to
a Fadlity.
3.11.1 Facility medical records shall be managed and made available to MOOC
according to ACA and NCCHC standards. Wexford personnel, as custodian for the
MDOC, shall maintain, retain, and timely transfer complete, standardized "Problem
Oriented Medical Records" for inmates incarcerated in the Fadlities. The "SOAP"
format for progress notes shall be used for such inmate records. The MDOC shall
possess sole ownership of all inmate medical records. Any applicable inmate medical
record data will be transferred to the MDOC upon termination of this Agreement.
Medical record information available electronically, will be transferred electronically
in a delineated file format to the MDOC, as requested.
3.11.2 Medical record forms will include, but are not limited to:
a. Completed receiving screening form;
b. Health appraisal data form;

18

c. Laboratory, radiology, and diagnostic studies;
d. Multidisciplinary progress notes, to include date and time of each
encounter with signature and title of documenting staff;
e. Prescribed medications, treatments, findings, diagnoses, and disposition;
f. Consent and refusal forms;
g. Release of information forms;
h. Health care progress notes (e.g., dental, psychiatric, psychological
evaluations, off-site consultation/specialty);
i. Problem list;
j. Discharge summaries of any hospitalizations;
k. Special treatment plan, if applicable; and
l. Physician orders and treatment plans.
3.11.3 Medical records will be maintained with confidentiality as required by
applicable law. The medical, dental and mental health records will be kept separate
from the master file, working file and offender management file. Subject to
applicable laws, data necessary for the classification, security and control of inmates
will be provided to the appropriate MDOC personnel. Medical records will be made
available to MDOC officials, in accordance with applicable law, when requested or as
required to defend any cause of action by any inmate against the MDOe. Health care
information about an inmate shall be disclosed only in compliance with appropriate
federal and state statutes and regulations. Adherence to applicable informed consent
regulations and standards of the local jurisdiction must be maintained. Informed
consent standards apply to all invasive examinations, treatments, and procedures with
the exception of emergency treatment where informed consent is implied, situations
with advanced directives, and the treatment of communicable diseases.
3.11.4 Release of medical records will only be made in accordance with
Federal, State, and local regulations, and in accordance with MDOC policies and
procedures.
3.11.5 Original medical records will accompany all inmates when transferred
within the MDOC system or to off-site medical appointments. Wexford staff will
complete MDOC transfer screening forms according to MDOC policy.
3.11.6 Inactive medical records will be maintained at CMCF in accordance with
the Laws of the State of Mississippi and the ACA and NCCHC Standards. After two (2)
years, the inactive records may be stored off-site. The MDOC will provide storage,
and cost of retrieval is the responsibility of Wexford or the requesting party.
3.11.7 Where and to the extent that the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA"J, Public Law 104-191, Titled Administrative
Simplification, and the rules and regulations promulgated there under, are applicable
to services contracted by Wexford, Wexford will comply with such provisions.
3.12 Inmate CODay Services. Wexford shall be responsible for reporting various
medical services provided to inmates in order to support the MDOC inmate copay
process at MSP, CMCF, SMCI, and Community Work Centers. A Wexford designated
employee will summarize sick call and pharmacy services to be charged to inmates on

19

a daily basis and provide to MDDe. Wexford will provide copay related data in a
manner jointly agreed to by Wexford and MDDC.
3.13 Management Information Services ("MIS"). MOOG will provide Wexford with
private virtual circuit networking capability between the three main facilities and MOOG's
central office and any other state operated facility, which may be added to the network.
Wexford will provide the hardware and software to utilize the network. MOOG will assist
Wexford in determining the appropriate equipment needed and provide access to the
system.
3.13.1 Wexford agrees to utilize and input data if requested, into the medical
module of the Motorola DffenderTrack system. MDDC is responsible for the software,
the licensing of the system and the annual maintenance. MDDC agrees to allow
Wexford to have access to the medical data module of the DffenderTrack system via
computers located within the medical units. MDDC will provide training and Wexford
will ensure appropriate personnel are available for training to utilize the system.
Wexford will be responsible for inputting data into the module and will if necessary
keep all appropriate fields of this module populated. MDDC agrees that medical
information in this DffenderTrack system will be used in accordance with applicable
confidentiality laws and regulations.
3.13.2 MDDC will make available to Wexford in ajointly determined electronic
format inmate information on a daily basis for purposes of updating Wexford's
proprietary systems and relevant databases. The inmate information will include
inmate name, date of birth, social security number, inmate DDC number and location.
Any other relevant information required will be provided as mutually agreed in order
to have current inmate eligibility.
3.13.3 Wexford will provide to MDDC in a jointly determined electronic format,
if available, inmate information on a periodic basis for purposes of updating MDDe's
relevant databases. The inmate information requested will be provided in a mutually
agreed format.
3.13.4 Inmate Transportation Data. Wexford's request for off site medical
transportation will be provided to MDDC in a format jointly agreed to by Wexford and
MDDe.
3.14 Permits and Licenses. All permits, licenses, certificates and accreditations
required by federal, state or local laws, rules and regulations necessary for the
implementation of the work undertaken by Wexford pursuant to this Agreement shall
be secured and paid for by Wexford. It is the responsibility of Wexford to have and
maintain the appropriate certificate(s) valid for work to be performed and valid for
the jurisdiction in which the work is to be performed for all persons working on the
job for which a certificate is required. Wexford will pay for NCCHC accreditation
surveys.
3.15 Reporting Requirements. Wexford will provide periodic reports electronically
when possible, to the MDDC Chief Medical Dfficer in a format and frequency set forth
in Exhibit D to this Agreement. MDDC may request Wexford to provide ad hoc reports
on a periodic basis. Wexford will use best efforts to provide MDDC with the data

20

requested for these ad hoc reports in a timely manner, when such data is available to
Wexford and within Wexford's ability to retrieve without significant disruption to their
internal processes and staff.
3.16 . Accreditation. Wexford agrees to maintain successful NCCHC accreditation at
MSP, CMCF and SMCI from the commencement of this Agreement. Wexford will
comply with all healthcare related ACA accreditation measures and will maintain ACA
accreditation related to medical services for each Fadlity.
ARTICLE IV -- SAFETY, PREMISES AND MATERIALS
4.1
Bio-Hazardous Waste. Wexford will arrange for disposal of all biohazardous
medical waste material from the health care units at the Facilities and Satellite
Fadlities, and will provide for and bear the cost for an approved appropriate method
of disposal of contaminated waste, including needles, syringes and other materials
used in the provision of health care services at the Fadlities and Satellite Facilities.
These disposal methods shall be in compliance with all applicable standards and/or
regulations, including OSHA, relevant to the disposal of biohazardous waste material.
4.1.1 Wexford shall take appropriate measures to confirm that only
biomedical waste material is deposited within the designated contaminated waste
containers. Air filters used in air recirculation and air conditioning units, which are
removed or replaced by the maintenance department in rooms considered to harbor
air-borne pathogens shall also be treated as biomedical hazardous waste and disposed
of accordi ngly.
4.1.2 Wexford will confirm that all staff, including MDOC staff, have received
or will receive training in the proper handling and disposal of biomedical waste
material. In addition, Wexford shall comply with all applicable laws and record
keeping involving the handling and disposal of biomedical waste material.
4.2
Infection Control. The infection control program describes resources that will
help the healthcare provider in maintaining an environment that reduces unnecessary
exposure to infectious and communicable diseases for inmates, security, and
healthcare staff. The Infection Control Program will follow the guidelines and
recommendations of the CDC, OSHA, MSDH and other pertinent documents related to
infection control. The program will include written policies, procedures, and
practices that define surveillance procedures to detect inmates with infectious and
communicable disease, appropriate immunizations to prevent these diseases, the care
inmates with these diseases receive, including isolation When medically indicated, and
compliance with treatment regimens, and shall be an ongoing process.
4.3
Safety. Wexford will supply, check, and replace used supplies in first aid kits
(two per each Facility unit), in compliance with ACA and NCCHC standards. The
content of the first aid kits will be determined by the Wexford Medical Director, but at
a minimum will include CPR masks. In addition, Wexford will supply, check and
replace used supplies in limited emergency first aid kits for MDOC emergency vehicles,
as determined by the on-site health authority. In the training for MDOC staff proVided
by Wexford, as described in Section 4.1.2 of this Agreement, Wexford will include
instruction on the use of items in the first aid kits,

21

4.4
Space, Equipment and Supplies, Wexford shall provide all materials and
supplies necessary for Wexford to deliver the services to inmates incarcerated in the
Fadlities, as required by this Agreement, These shall include, but are not limited to,
medical, dental, optometry, diagnostic, mental health testing and office supplies
reqUired to provide comprehensive health care services, Wexford shall provide
prosthetics, orthotics, and prosthetic appliances deemed necessary by the Fadlity
physidans, All equipment and supplies must be reviewed by the MODe for compliance
with security reqUirements,
4.4.1 Certain pharmaceutical supplies and drugs have been stored by MODe at
various Fadlities, and as of the commencement of this Agreement, such items will be
handled in accordance with Section 3.2.1 of this Agreement.
4.4.2 MODe shall provide phone sets and local telephone service. Wexford
shall be responsible for long distance service used by Wexford employees and
independent contractors.
4.4.3 Wexford will provide all durable equipment and its repair, maintenance,
certification and supplies necessary for the performance of the health care
obligations. MODe will loan existing inventory of equipment at book value, as
identified in Exhibit G. This equipment or equipment of equal value shall be returned
to MODe at the end of the Agreement. MODe and Wexford will use a combination of
depredated book value, market information or other relevant data to determine a
value of the eqUipment accepted by Wexford at the commencement of the
Agreement.
4.4.4 Upon termination of the Agreement, Wexford and MODe shall take a
complete inventory of all eqUipment in place. All equipment used to provide medical
services shall be retained by MODe. MODe and Wexford will use a similar method to
value the equipment at contract commencement and at the end of the Agreement.
Wexford shall seek approval from MODC prior to adding any equipment to the
inventory valued at $10,000 or more. Any increase in value of eqUipment received at
the commencement of the Agreement over the value of the eqUipment at the end of
the Agreement shall be payable to Wexford, and any decrease in the value shall be
payable to MODe.
4.5
Inmate workers. Wexford will not assign inmate workers to health care related
tasks of any kind, except for hospice care where appropriate and consistent with ACA
and NCCHC standards. MODC may assign inmate workers to health care related tasks.
ARTICLE V -- SERVICES TD MODC EMPLOYEES
5.1
Services to MOOC Employees. Wexford will provide certain limited and
spedfied health care services for MODC employees who work in the Fadlities as
described in Section 2.5 of this Agreement. In addition, Wexford shall support the
MODe s provision of health services staff orientation at MODC sponsored training.
5.1.1 Wexford will assist the MODC in providing educational services to MODe
personnel on the following topics and others as reasonably requested by MODe:

22

a.
b.
c.
d.
e.
f.
g.

Crisis Intervention;
First Aid for Medical Emergendes;
Mental Health Emergendes;
CPR Certification;
Communicable Disease Prevention;
Blood Borne Pathogen Exposure Control;
Recognizing Signs and Symptoms of Mental Illness, Chemical Dependency
and Mental Retardation;
h. Suidde Prevention, Detection, Intervention, and Response;
i. Abnormal Inmate Behavior;
j. Stress Management; and
k. ACA and NeCHC requirements.
ARTICLE VI--INMATES HOUSED IN PRIVATE PRISON
6.1
Medical Care. The MDOC and/or the contractor operating the Private Prison{s)
is responsible for all health care, including but not limited to, medical, dental and
mental health care of inmates housed in Private Prison(s).
ARTICLE VII -- COMPENSATION
7.1
Average Daily Population ("ADP"). ADP is defined to mean the sum total of all .
daily administrative inmate population counts performed during a calendar month
divided by the number of days dUring the calendar month. For purpose of reference,
an administrative inmate population count (sometimes referred to as an administrative
count) is performed at 12:00 midnight daily. The ADP includes inmates housed in
MDOC Fadlities (deemed to include for purposes of the count, MSP, CMCF, and SMCI,
the County Regional sites, the Community Work Centers and minimum security inmates
residing at the three male Restitution centers and the Governor's Mansion) and any
free world TB patients beings housed in the above listed locations. The ADP does not
include any MDDC inmates housed in County jails or Private Prisons or inmates that
have been admitted to an off-site hospital.
7.1.1 Inmates housed in County jails are not the medical or fiscal
responsibility of Wexford.
7.2
Compensation. The form of reimbursement under this Agreement is per diem
based. Wexford shall be paid based upon the ADP as calculated by the MDDC, subject
to a guaranteed minimum floor payment. Should the ADP for any given month be less
than the guaranteed population floor (the "Base ADP"), as set forth below, the
monthly payment shall be based on the Base ADP. The MDDC shall pay Wexford the
fixed per diem multiplied by the number of days in the month of service, times the
Base ADP. Should the actual ADP be higher than the Base ADP, MDDe will pay Wexford
a reduced fixed per diem for the difference in the actual ADP above the Base ADP.
The MDDC shall provide Wexford with the current ADP calculation each Monday of the
month, along with a final ADP calculation on the business day following the end of the
month. Wexford shall submit an invoice in a format prescribed by the MDDe by the
3rd working day of the month following service, and the MDDe shall remit payment via

23

Electronic Funds Transfer (EFT) to Wexford by the 10th working day of the month,
following the month of service.
Payments by MDOC using the Statewide Automated Accounting System (SMS) shall be
made and remittance information provided electronically as directed by the State.
These payments shall be deposited into the bank account of Wexford's choice. MDOC
may, at its sole discretion, require Wexford to submit invoices and supporting
documentation electronically at any time dUring the term of this Agreement. Wexford
understands and agrees that MDOC is exempt from the payment of taxes. All
payments shall be in United States currency.
7.2.1 MDOC will compensate Wexford for the services agreed to under this
contract at a per diem rate of $5.76 per inmate up to a Base ADP of 14,300 inmates
for fiscal year 2007. MDOC will compensate Wexford at a reduced per diem rate of
$2.65 per inmate for any difference in the actual ADP above the Base ADP. The per
diem rate and the reduced per diem rate will increase by 4.5% each year for the
remainder of the Agreement term and any renewal periods, if they are exerdsed. The
Base ADP (guaranteed population floor) shall be 14,300 inmates.
7.2.2. The pridng as set forth in this Article VII assumes a population of 14,300
inmates for the Fadlities and Satellite Fadlities contemplated herein, and further
assumes that as population is added the population would be assimilated somewhat
equally distributed in the Fadlities consistent with the population distributions and
staffing assumptions underlying this Agreement. Should the MDOC add inmate
population, new locations/sites to those covered under this Agreement or should the
proportionate distribution of population significantly differ from the population as it
eXists as of the commencement of this Agreement, and the occurrence of either
results in the need to increase staffing or incur other costs above the Per Diem Rate,
Wexford and the MDOC shall negotiate compensation adjustment to cover the
increased costs. Wexford shall submit to the MOOC Chief Medical Officer the
recommendation for staffing increases necessary to maintain proper medical care.
Upon approval of MOOC, compensation shall be adjusted for approved staff based on
the applicable salaries and benefits at the time of the increased staffing. If operating
costs are affected or key medical populations (inmates with HIV, HepC, psychotropic
medications or dialysis treatments) increase dramatically, Wexford shall submit to
MDOC a cost impact statement for review and approval.
7.3

Limitations on Covered Expenses. The following services/costs are excluded
from Wexford's responsibilities in providing services to the MOOC:
•

All off-site referrals shall be at the expense of the MDOC. Final approval for
off-site referrals is at the discretion of the MOOC Spedalty Care Coordinator.
The MDOC Chief Medical Officer will review all denials, discuss with referring
physidan and offer final approval as indicated.

•

The MOOC will cover the cost of off-site emergency room visits and inpatient
admissions.

•

Wexford is responsible for only medically necessary on-site care and not for
elective procedures or spedalty services except as outlined in Section 2.8.

24

•

MDDC shall provide for the transportation of incarcerated persons to any
location within the State of Mississippi as Wexford may deem necessary and
appropriate for the health care of such person subject to the approval of
MDOe. Wexford shall be responsible for emergency medical transportation.
Wexford shall use its best efforts to make the most effident use of emergency
transportation and the accompanying security measures involved by jUdidous
use of on-site resources, including spedalists used on-site, simultaneous
scheduling of multiple inmates for appointments, etc.

•

Organ and bone marrow transplants (all charges in connection with reviewing
the inmate's medical condition to be considered for a transplant, as well the
actual costs of the transplant and all follow-up care subsequent to the
transplant to include such items as laboratory testing, radiology services,
inpatient or outpatient services, physidan fees, pharmaceuticals, charges for
obtaining and transporting organs);

•

Medications - Factors VIII and IX for the treatment of bleeding disorders;

•

Costs in excess of $150,000 per annual Agreement year for the treatment of
Hepatitis C, such costs include pharmaceuticals and laboratory testing;

•

Costs in excess of $2,500,000 per annual Agreement year for the treatment of
HIV, such costs include pharmaceuticals and laboratory testing

•

The MDOC Specialty Care Coordinator shall be responsible for the arrangement
and cost of all specialty care. Wexford shall provide STD, HIV, and TB clinics in
conjunction with the Mississippi State Department of Health. MOOC shall
provide specialty clinics to the maximum extent possible.

7.4
Non-Performance. A deduction may be taken in the event the MDDC has to pay
for alternative sources of inmate health care due to non-performance by Wexford.
The amount of the deduction shall be taken from any money due to WeXford, and will
be limited to the amount the MDOC would have otherwise paid to Wexford. The MDDC
shall provide immediate written notification to Wexford of such proposed procurement
of alternative sources, proViding Wexford with a thirty (30) day period from date of
notice in which to cure the non-performance, prior to commendng the deduction.
7.5
Staffing Report and Vacancy Assessment. Wexford will provide MDDC a
monthly staffing report as referenced in Exhibit Dto include a list of all filled and
vacant positions and the date of vacancy for any such vacant position. Wexford shall
reimburse MDDC for any staffing position that remains vacant in excess of ninety (90)
calendar days unless the vacant position has been alternatively covered to MDDe's
satisfatction. The reimbursement rate shall be based on the standard hourly rate for
the vacant position as outlined in Exhibit E and shall be assessed for each day in excess
of ninety (90) that the position remains vacant. MDDC will provide Wexford with a
monthly invoice for the prior month's staff vacancy assessment.
7.5.1 The staff vacancy assessments will commence one hundred eighty (180)
days after the start of the initial term of this Agreement.

25

7.6
Compliance Audits and Liquidated Damages. Wexford will.be responsible for
meeting certain compliance standards based on the provisions of this Agreement.
Compliance Audits will be conducted quarterly. MDOC will provide Wexford with
written notification of the audit results within thirty (30) days of completion of the
audit. MDOC will assess liquidated damages upon Wexford's failure to meet the
compliance standards.. Liquidated damages will not be applicable for the first one
hundred eighty (180) days of the contract, but shall become effective for services
provided after one hundred eighty (180) days. The compliance standards shall be
based on an 85% pass/fail ratio for months 6-12 of the contract period and a 90%
pass/fail ratio thereafter. The liquidated damages shall be assessed quarterly based
on each percentage point that is less than the applicable compliance standard at the
rate of $5,000 per percentage point per quarter for each standard. The liquidated
damages will increase to $10,000 per percentage point per quarter for each
percentage point of compliance less than 80% for each standard.
7.6.1
standards:
•
•
•
•
•
•
•
•

Liquidated damages will be based on the following compliance
Newly admitted inmates shall receive a comprehensive health
assessment and history within one {1} month of intake (Section 2.7.1)
Non-emergent health care (sick call) requests shall be triaged within
twenty-four {24} hours (Section 2.9.1)
Sick call referrals shall be evaluated by a physidan or mid-level
practitioner within seven (7) calendar days of the original complaint
. .
(Section 2.9.1)
All newly admitted inmates shall receive a dental exam within one (1)
month of admission (Section 2.13.2)
All inmates shall have routine dental prophylaxis no less than every two
{2} years (Section 2.13.3)
Inmates referred for routine psychiatric evaluation upon intake shall be
seen by a psychiatrist within five (5) calendar days for initial urgent
mental health screenings (Section 2.14.6)
Inmates referred for psychiatric evaluation in all cases except upon .
intake shall be seen by a psychiatrist within fourteen (14) calendar days
of referral (Section 2.14.6)
Inmates who are on psychotropic medications shall be seen by a
psychiatrist at least every ninety (90) calendar days (or more frequently
if deemed necessary by the prescribing psychiatrist) - to include
telemedidne evaluations where appropriate (Section 2.14;6)

7.6.2 Liquidated damages shall be charged for all required reports
determined to be filed late. A report shall be considered late if received by the MDDC
Chief Medical Officer after the follOWing date:
Daily reports - due the following day and considered late if not received by the
second business day follOWing the reporting date.

26

Weekly reports - due by the Thursday following the end of the previous Vl!eek or
the first business day thereafter should that Thursday fall on a legal holiday.
Each week shall begin on Sunday and extend through Saturday.
Monthly reports - due by the 25th day of the following month or the first
business day following the 25th day of the following month.
Quarterly reports - due by the 25th day of the following month or the first
business day following the 25th day of the following month.
Annual report - due 90 days following the end of the contract year.
MDOC shall immediately notify Wexford upon the delinquency of any required report.
The liqUidated damages for delinquency of any category (daily, weekly, monthly,
quarterly or annual) of required report shall be $100 per report for each workday from
the date Wexford was provided notification of delinquency until such report has been
received in full by MDOC.
7.6.3 Wexford shall include adequate information in its monthly reports to
determine its compliance with the required standards. The reports shall contain such
information in a manner that can be independently verified including numbers of
inmates subject to the requirements, numbers and percentages where Wexford met
the Agreement requirements and numbers and percentages where Wexford failed to
meet the requirement.
7.6.4 Wexford's failure to have on call for 24/7 emergency medical and
mental health services shall be subject to a $5,000 per day fine. Wexford's failure to
provide emergency dental care in accordance with section 2.13.1 shall be subject to a
$5,000 per occurrence fine.
7.6.5 MDOC will conduct quarterly compliance audits using the methodology
set forth in Exhibit F. MOOC will provide Wexford with written notification of the
audit results within thirty (30) days of completion of the audit. Wexford shall have
thirty (30) days to respond in writing regarding any noncompliance and shall provide
Mooe with a written explanation of corrective actions taken, including if applicable,
evidence of such corrective actions.
'
ARTICLE VIII -- TERM AND TERMINATION
8.1
Term of Agreement. This Agreement is effective upon the execution of it by
the duly authorized representatives of both Parties. The initial term of this
Agreement commences as of July 1, 2006 and continues through June 3D, 2009. This
Agreement may be extended beyond the initial term upon mutual written agreement
of the Mooe and Wexford as provided herein, for two (2) additional one-year terms.
Each Party must communicate its desire to renew the Agreement at least six (6)
months prior to the expiration of the then current term or the Agreement will
automatically expire.
.
8.2.

Termination. This Agreement may terminate as folloWs:

27

8.2.1 If the Parties do not mutually agree to extend this Agreement pursuant
to the renewal terms set forth in Section 8.1 above, then this Agreement will
terminate at the end of the then current term; or
8.2.2 In the event that either Party shall give notice to the other Party that
such other Party has defaulted in the performance of a material obligation hereunder,
and such default shall not have been cured within sixty (60) days following the giving
of such notice in writing, then the Party giving such notice shall have the right to
terminate this Agreement thirty (30) days follOWing the foregoing sixty (60) day cure
period; or
. 8.2.3 In the event that the MDDC and Wexford mutually agree in writing to
terminate this Agreement prior to the end of a term hereunder, then this Agreement
may be terminated on such terms and on such date as stipulated in the written
agreement; or
8.2.4· Either Wexford or MDDC may terminate this contract without ca,use with
a 180 day written notification to the other party..
ARTICLE IX -- STATE/MDDC UNDERTAKINGS
9.1

Undertakings. The MODC will perform the followirig:

9.1.1 Direct its employees, representatives, and contractors to take all
actions required or reasonable to achieve NCcHC certification of the health program;
9.1.2 Provide security services and all other assistance necessary for the safe
and orderly provision of medical care by Wexford personnel and contracted providers;
9.1.3 Provide all necessary utilities, including telephone service, provided
that Wexford shall pay for the actual cost of long distance telephone communications.
An itemized log shall be submitted monthly by Wexford identifying long distance to
include date, number called and estimated length of call. Wexford may elect to
install direct lines or equipment to capture this information to eliminate the logging;
9.1.4 Provide electronic connectivity between the three major institutions
(MSP, CMCF and SMCll for use by Wexford;
9.1.5 Provide administrative space for use by Wexford in the Facilities and
Satellite Facilities, on an "as available" basis, which will include existing office
furniture in place;
9.1.6 Provide clean bedding/linens for the medical use of Wexford within the
Facilities;
9.1.7 Provide structural maintenarice of the facilities, MODC departmental
approved infrastructure changes, general maintenance and housekeeping where
Wexford and its personnel and contracted providers are to provide health care
services;

28

9.1.8 Provide non-emergency transportation of incarcerated persons to any
location within the State of Mississippi for the health care of such persons as deemed
medically necessary and appropriate by both the MODe Chief Medical Dfficer and
Wexford;
9.1.9 Mandate a close working relationship, open communication and
cooperation between Wexford, Superintendents, the transportation section, and/or
their designated representatives, to minimize the impact upon MODe's staffing,
available vehicles, to operate within funding constraints, and to meet the inmates'
health care needs as determined by healthcare personnel. To this end, the site HSA
shall serve as the designated staff person to be the institutional/section liaison
representative;
9.1.10 In the case of intrastate medical moves, the on-site Wexford
Administrator will coordinate with the site HSA;
9.1.11 Medical moves to MODC fadlities from the counties and/ or out of state
will be the responsibility of the MODe. Notification of these authorized moves will be
coordinated with Wexford; .
9.1.12 Provide security to Wexford's employees, staff, and contracted
providers, consistent with that currently provided at individual Fadlities. In addition,
the MODe will provide security procedures to protect Wexford's. pharmaceuticals and
supplies; provided, however, that Wexford will be responsible for enfordng
.
compliance with MODe security procedures among Wexford employees and
contractors;
.
9.1.13 Provide and pay for food (inclUding that reqUired by written order of
. Wexford as medical diet) to incarcerated persons. Wexford or the contracted
providers will make written diet orders consistent with medical needs, and will not
make recommendations for religious diets;
9.1.14 Provide and pay for all services covered under section 7.3, Limitations
on Covered Expenses.
9.1.15 In order for this Agreement to be successful, MODC and Wexford must
work together in partnership to resolve concerns, issues and disputes as identified by
Wexford; as such, the MODC will provide access to MODC senior staff for guidance in
policy and procedures, and will timely address any issues brought forth by Wexford to
the satisfaction of both the MODe and Wexford.
9.2
Availability of Funds. It is expressly understood and agreed that the obligation
of the MODe to proceed under this Agreement is conditioned upon the appropriation of
funds by the Mississippi State Legislature and the receipt of state and/or federal .
funds. If the funds antidpated for the continuing fulfillment of the Agreement are, at
anytime, not forthcoming or insufficient, either through the failure of the federal
government to provide funds or of the State of Mississippi to appropriate funds or the
discontinuance or material alteration of the program under which funds were provided
or if funds are not otherwise available to the MODe, the MODC shall have the right
upon thirty (30) days written notice to Wexford, to terminate this Agreement without

29

damage, penalty, cost or expenses to the MDDC of any kind whatsoever. The effective
date of termination shall be as spedfied in the notice of termination.
9.Z.1 The MDOC will make payment for services rendered by Wexford up to
the termination date of this Agreement. This provision shall not be construed so as to
permit the MDOC to terminate this Agreement in order to acquire similar services from
another entity.
.
9.3
Monitoring. The MDOC shall have the right to monitor Wexford's performance
hereunder. This shall include reasonable access to documents, books, and records of
Wexford that directly relate to this Agreement, for the purpose of aUdit, review; or
recondliation. In addition, the MDOC has the right to visit at any time any healthcare
unit in any Fadlity in which Wexford has contracted to provide services to MDOC;
MDOC agrees however, that in making such site visits, it will make good faith effort to
do so in a manner contemplated to create the least disruption to care delivery at the
site. To the extent that MDOC uses agents or third parties to perform such functions,
MDOC will agree to have such parties enter confidentiality agreements regarding
Wexford. proprietary or trade secret information, which may be disclosed in the
monitoring process.
.
ARTICLE X -- INSURANCE AND INDEMNIFICATION
10.1 Indemnification and Representation. Wexford hereby assumes the entire
responsibility and liability for any and all damages or injury of any kind or nature,
including death, proven to have resulted from Wexford's acts or omissions to' all
persons, including Wexford's employees, officers or agents and for all property
damage caused by, or arising out of the services performed by Wexford pursuant to
this Agreement.
10.1.1 Wexford will defend, at its expense, any actions filed against it or any
of its employees based upon its performance of this Agreement. The State of
Mississippi and MOOC shall not be responsible for providing representation for Wexford
a'nd its employees in any such action.
10.2 Indemnification and Representation. The MDOC hereby assumes the entire
responsibility and liability for any and all damages or injury of any kind or nature,
induding death, proven to have resulted from MOOC's acts or omissions to all persons,
including MOOC's employees, officers or agents and for all property damage caused·
by, or arising out of the services performed by MDDC pursuant to this Agreement.
10.Z.1 MDOC will defend, at its expense, any actions filed against it or any of
its employees, as defined by statute, based upon its performance of this Agreement.
Wexford shall not be responsible for providing representation for the State of
Mississippi, MDOC and its employees in any such action.
10.3 Insurance. Ouring the term of this Agreement, Wexford will maintain
professional liability insurance covering Wexford, its employees, officers, and agents,
with limits not less than $1 million per occurrence and $3 million in the aggregate
annually. Such coverage will be on an occurrence basis or, if on a claims made basis,
Wexford will purchase the appropriate 'tail' coverage.

30

ARTICLE XI -- GENERAL PROVISIONS
11.1 Changes in Scope. If there are any changes in any applicable state or federal
Jaws, ACA standards, NCCHC standards, constitutional standards, court orders, MDOC
rules, policies, procedures or regulations in effect as of the commencement date of this
Agreement or if any new law, rule, order, policy, procedure or regulation is enacted
which require a material change in the scope of services furnished hereunder, so as to
materially increase the cost of providing heaithcare services, Wexford may request
additional compensation to offset the increase in costs for furnishing the additional
services. Wexford shall provide reasonable notice in writing together with
documentation supporting the request. MDOC will review the information and provide
the additional compensation upon mutual agreement of the Parties. If the Parties agree
to the additional servIces and additional compensation, then Wexford must implement
the additional services.
11.1.1 Given that the MDOC and Wexford have arrived at the compensation and
pricing set forth in Article VII based upon very limited historical cost or actuarial data
available from the MDOC. Wexford and MOOC agree to meet and discuss possible
changes in compensation or services at the conclusion of the first year, and every
Agreement year thereafter or at any time mutually agreed upon by MOOC and Wexford
based on actual experience. Should the actual experience regarding staffing needs,
offsite care and pharmaceutical utilization be substantially different than the
assumptions or premises upon which computation of the fixed per diem compensation
was based, then the MOOe and Wexford will negotiate possible compensation or
service requirement changes. The Parties agree to meet and negotiate in good faith
within thirty (30) days following the giving of written notice by one Party to the other
Party of a material adverse consequence arising from such assumptions or premises.
Any change to the per diem rate must be agreed upon by both Parties and this section
shall not be construed as an obligation by either Party to amend the fixed per diem
rate at the request of the other Party. However this section shall be construed to
impose upon both Parties to negotiate in good faith when so requested hereunder· by
either Party.
11.2 Confidentiality. It is understood that in the course of the engagement
established under this Agreement, each Party may learn of or obtain copies of
confidential or proprietary software, systems, manuals, documents, protocols,
procedures, or other materials developed by or belonging to the other Party, and not
generally available to the public (the uConfidentiallnformation U ). All Confidential
Information of a Party shall be and remain the property of the Party originally having
ownership thereof, during the term of this Agreement and thereafter. Confidential
Information shall not include information, which is or becomes public knowledge
through no fault of the receiving Party or its employees, agents or representatives.
Neither Party will, without the express written consent of the other Party, use the
Confidential Information of the other Party, except as expressly contemplated by this
Agreement, and the receiving Party shall cease all use of the other Party's
Confidential Information upon the termination or'expiration of this Agreement.
Except as required by law or legal process, each Party shall maintain the
confidentiality of the Confidential Information provided hereunder, and shall not
disclose such information to any third parties. If a receiving Party believes disclosure

31

of the other Party's Confidential Information is required under law Dr legal process,
then such receiving Party shall immediately notify the other Party so that the other
Party shall have the opportunity to take appropriate actions to protect its Confidential
Information.
11.3 MODe Records Available to Wexford with Limitations on Disclosure. During the
term of this Agreement and for a reasonable time thereafter, the MODe will provide
Wexford, at Wexford's request, the MDDe's records relating to the provision of health
care services to inmates as may be requested by Wexford Dr as are pertinent to the
investigation Dr defense of any claim related to Wexford's conduct. The MODC will
make available to Wexford such records as are maintained by the MDDC, hospitals, and
other outside health care providers involved in the care Dr treatment ofinmates (to .
the extent the MDOe has any claim to those records) as Wexford may reasonably
request consistent with applicable law; provided, however, that any such information
released by the MOOC to Wexford that the MODe considers confidential will be kept
confidential by Wexford and will not, except as,maybe required by law, be distributed
to any thi rd party without prior written approval by the MODe.
11.4 Wexford Records Available to MODe with Limitations on Disclosure. DUring the
term of this Agreement and for a reasonable time thereafter, Wexford will provide
MOOC, at MOOe's request, the Wexford records relating to the provision of health care
services to inmates as may be requested by MOOC Dr as are pertinent to the
investigation Dr defense of any claim related.to MOOe's conduct. Wexford will make
available to MODC such records as are maintained by Wexford, hospitals, and other
outside health care providers involved in the care Dr treatment of inmates (to the
extent Wexford has any claim to those records) as MODe may reasonably request
consistent with applicable law; provided, however, that any such information by
Wexford to MODe that Wexford considers confidential will be kept confidential by
MODC and will not, except as may be required by law, be distributed to any third
party without prior written approval by Wexford.
11.5 No Third Party Benefidary Rights. The Parties do not intend to create in any
other individual Dr entity, inmate Dr patient, the status of third party benefidary, and
this Agreement shall not be construed so as to create such status. The rights, duties
and obligations contained in this Agreement shall operate only between the Parties to
this Agreement, and shall inure solely to the benefit of such Parties. The provisions of
this Agreement are intended only to assist the Parties in determining and performing
their obligations hereunder. The Parties intend and expressly agree that only Parties
signatory to this Agreement shall have any legal Dr equitable right to seek to enforce
this Agreement, to seek any remedy arising out of a Party's performance Dr failure to
perform any term Dr condition sf this Agreement, Dr to bring an action for the breach
of Dr for damages Dr relief under this Agreement.
11.6 Independent Contractor Status. The MDOe expressly acknowledges that
Wexford is an "independent contractor," and nothing in this Agreement is intended
nor shall be construed to create an agency relationship, an employer/employee
relationship, a joint venture relationship, Dr any other relationship allowing the MODe
to exerdse control Dr direction over the manner Dr method by which Wexford Dr its
subcontractors perform hereunder. As such Wexford shall pay all federal, state, and
local taxes that accrue to it because of this Agreement.

32

11.7 Assignment. Neither Party shall assign this Agreement without the express
written consent of the other Party, which consent shall not be unreasonably withheld.
11.8 Notice. All notices or other communications required or permitted to be given
under this Agreement shall be in writing and shall be deemed to have been duly given
if delivered personally in hand, delivered by independent guaranteed overnight courier
service, or mailed certified mail, return receipt requested, postage prepaid on the
date posted, and addressed to the appropriate Party at the following address or such
other address as may be given in writing by a Party to the other Party:
If to the MDOC:
Dr. Kentrell Liddell, Chief Medical Officer
Mississippi Department of Corrections.
723 N. President
Jackson, MS 39202
With a copy to:
David Scott
Special Assistant Attorney General
723 N. President
Jackson, MS 39202
If to Wexford:
Daniel Conn, Vice President Et Chief Financial Officer
Wexford Health Source, Inc.
381 Mansfield Avenue
205 Greentree Commons
Pittsburgh, PA 15220
11.9 Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Mississippi, excluding its conflicts of laws
provisions, and any litigation with respect thereto shall be brought in the courts of the
State. Wexford shall comply with applicable federal, state and local laws and
regulations.
11.10 Entire Agreement. This Agreement, together with the documents referenced in
Article I above, constitutes the entire agreement of the Parties and is intended as a
complete statement of the promises, representations, negotiations, discussions and
agreements that have been made in connection with the subject matter hereof.
Where the RFP, Proposal, or Wexford BAFO do not agree, this Agreement shall
supersede and take precedence over those earlier documents. No modification or
amendment to this Agreement shall be binding upon the parties unless the same is in
writing and signed by the respective parties hereto.
11.11 Waiver of Breach. The waiver by either party of a breach or violation of any
provision of this Agreement shall not operate as, or be construed to be, a waiver of
. any subsequent breach of the same or other provision hereof.

33

11.12 Force Majeure. Wexford shall not be deemed in violation of this Agreement if
it is prevented from performing its obligations hereunder for failure to perform any of
the terms and conditions of this agreement resulting from acts of God, storm, fire,
casualty, war, national emergency, or catastrophic occurrences.
11.13 Severability. In the event any provision of this Agreement is held to be
unenforceable for any reason, the unenforceability thereof shall not affect the
remainder of the Agreement which shall remain in full force and effect and.
enforceable in accordance with its terms.
11.14 Compliance with Laws. Wexford understands that the State is an equal
opportunity employer and therefore maintains a policy which prohibits unlawful
discrimination based on race, color, creed, sex, age, national origin, physical
handicap, disability, or any other consideration made unlawful by federal, state or
local laws. All such discrimination is unlawful and Wexford agrees during the term of
the agreement that Wexford will strictly adhere to this policy in its employment
practices and provision of services. Wexford shall comply with, and all activities
under this Agreement shall be subject to, all applicable federal, state of Mississippi,
and local laws and regulations, as now existing and as may be amended or modified by
federal, state or locaUaws. All such discrimination is unlawful and Wexford agrees
dUring the term of the agreement that Wexford will strictly adhere to this policy in its
employment practices and provision of services. Wexford shall comply with, and all
activities under this Agreement shall be subject to, all applicable federal, state of
Mississippi, and local laws and regulations, as now existing and as may be amended or
modified.
.
11.15 Procurement Regulations. The Agreement shall be governed by the applicable
provisions of the Personal Service Contract Review Board Regulations, a copy of which
.is available at 301 North Lamar Street, Jackson, MS, for inspection.
11.16 Contingent Fees. Wexford represents that it has not retalned a person to
solidt or secure a State contract upon an agreement or understanding for a
commission, percentage, brokerage, or contingent fee, except as disclosed in the
contractor's bid or proposal.
11.17 Gratuities. Wexford represents that it has not violated, is not violating, and
promises that it will not violate the prohibition against gratuities set forth in Section
7-204 (Gratuities) of the Mississippi Personal Service Contract Procurement
Regulations.
11.18 Amendments. Wexford and MDOC agree that the Agreement may be amended
at any time, by mutual written agreement of the Parties.
11.19 Requisite Authority. Each Party hereto represents for itself that the individual
signing this Agreement on its behalf has full power and authority to do so; and upon
the signing of this Agreement by such individual renders this a legal, binding, and
enforceable obligation of such Party.
IN WITNESS WHEREOF, the Parties hereto have caused their duly appointed

34

representatives to set their hands and seals hereto as of the day and year first above
written.

MISSISSIPPI DEPARTMENT OF CORRECTIONS

Attest:

WEXFORD HEALTH SOURCES, INC.

Attest:

!REVIEWED B~
~OC LE(lfIL COUNSEL

~

I~IMO FOR SlGNATlJIlE

35

AGREEMENT BETWEEN THE STATE OF MISSISSIPPI
DEPARTMENT OF CORRECTIONS AND WEXFORD HEALTH SOURCES, INC.
FOR ONSITE INMATE HEALTH SERVICES
AMENDMENT #1
THIS AMENDMENT TO THE AGREEMENT (this "Agreement") is entered into as of the first
day of April 2008, by and between the State of Mississippi Department of Corrections
(generally referred to as the "State" or the "MDOC") and Wexford Health Sources, Inc.
('Wexford"). The MDOC and Wexford are sometimes referred to herein collectively as the
"Parties",
WITNESSETH:
Whereas, the MDOC is responsible for the care and security of inmates in its custody,
whether incarcerated in MDOC correctionai facilities, county regional facilities, or privately
operated prisons; and
Whereas, the MOOC desires to engage Wexford to provide or to arrange for the provision of
medical, dental, and mental health care services for inmates in its custody at the following
Facilities on the terms as provided in this Agreement: Mississippi State Penitentiary ("MSP")
at Parchment, Mississippi; Central Mississippi Correctional Facility ("CMCF"), at Rankin
County Mississippi; South Mississippi Correctional Institution ("SMCI") at Leakesville,
Mississippi (known as the 'Facilities'). Wexford has limited responsibilities as provided in this
Agreement at the eleven County Regional Sites; seventeen Community Work Centers; and
for minimum-security inmates residing at the three male Restitution centers and the
Governor's Mansion (known collectively as the "Satellite Facilities" and individually as a
"Satellite Facility").
Whereas, Section 7.2.2 states "Should the MOOC add inmate population, new locations/sites
to those covered under this Agreement or should the proportionate distribution of population
significantly differ from the population as it exists as of the commencement of this
Agreement, and the occurrence of either results in the need to increase staffing or incur
other costs above the Per Diem Rate, Wexford and the MOOC shall negotiate compensation
adjustment to cover the increased costs."
Whereas, under Change of Scope it states "If there are any changes in any applicable state
or federal laws, ACA standards, NCCHC standards, constitutionai standards, court orders,
MOOC rules, policies, procedures or regulations in effect as of the commencement date of
this Agreement or if any new law, rule, order, policy, procedure or reguiation is enacted
which require a material change in the scope of services furnished hereunder, so as to
materially increase the cost of providing healthcare services, Wexford may request additional
compensation to offset the increase in costs for furnishing the additional services, Wexford
shall provide reasonable notice in writing together with documentation supporting the
request. MDOC will review the information and provide the additional compensation upon
mutual agreement of the Parties. If the Parties agree to the additional services and additional
compensation, then Wexford must implement the additional services.
Whereas, Section 11.18, Amendments states "Wexford and MDOC agree that the
agreement may be amended at any time, by mutual written agreement of the Parties."
Whereas, the MOOC and Wexford desire to set forth their understandings and agreements
regarding inmate healthcare services as setforth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the Parties agree to amend the agreement as follows:
ARTICLE I - AGREEMENT DOCUMENTS is amended to read as follows:
1.1
Governing Documents. The following documents are incorporated herein and are
made a part of this Agreement, and the Parties agree that those portions of such documents
that set forth respective duties of performance and conditions thereof by each of the Parties
shall govern performance under this Agreement in the following order except as otherwise
provided in this Agreement:
•
•

•

•

Amendment #1.
Wexford Health Sources, Inc. 's Best and Final Offer ("BAFO"), for onsite
healthcare services which was defined as Required Response #1, RFP Staffing
Model dated March 31,2006
Wexford Health Sources, Inc. 's response to the MDOC Request for Proposal,
together with the Wexford BAFO and Key Assumptions, Dated January 27, 2006;
and
Mississippi Department of Corrections RFP NO. 06-010, Dated September 27,
2005, as amended (the "RFP").

ARTICLE 11- HEALTHCARE AND RELATED SERVICES is amended to read as follows:
2.3
Personnel. The base compensation as described in Section 7.2 of this Agreement
reflects the system-wide complement of staff as set forth in this Agreement Exhibit A (revised
4/1/2008). This staffing includes the number of full-time equivalents, the credentials and the
distribution of staff among Facilities and Satellite Facilities as agreed to by MDOC and
Wexford effective April 1, 2008.
ARTICLE III-ANCILLARY AND OTHER SERVICES is amended to read as follows:
3.11
Medical Records. Individual health care records will be initiated and maintained for
every inmate regarding medical, dental or mental health services as a result of the
inmate screening process or for services rendered following assignment to a Facility.
Contractor shall establish an Electronic Health Record System (EHR) in coordination
with the MDOC at each of three named MDOC facilities; MSP, CMCF and SMCI. MDOC
reserves the right to cancel the establishment of an EHR system prior to implementation
should it be determined that the proposed product does not meet the needs of MDOC.
3.11.8 The Electronic Health Record (EHR) shall be the GE Healthcare Technologies
Centricity product. Commencement of design and implementation planning shall
commence no iater than April 1, 2008. Wexford shall be authorized to begin
implementation July 1, 2008 with a targeted completion date of June 30, 2009.
System shall include all software, hardware, implementation and training. At
termination of contract the EHR system shall become the property of MDOC.
Attached, as Exhibit H is the detail description and specifications of the Centricity
EHR.
3.11.8.1.1

The EHR is based on the implementation of the system as specified in
Exhibit H. Should the MDOC desire changes to the specifications
("Change Order"); Wexford shall submit those changes to GE Healthcare
Technologies for a design and cost proposal. Upon receipt of the design
and cost proposal from GE Healthcare Technologies, Wexford shall

review for accuracy and reasonableness. If the design and cost proposal
is appropriate, Wexford shall submit to the MOOC for review and
approval.
Upon approval Wexford shall proceed with the "Change
Order" and be reimbursed according to section 7.2.3.
ARTICLE VII - COMPENSATION is amended to read as follows:
7.2.1

MOOC will compensate Wexford for the services agreed to under this contract at a
per diem rate of $6.31 per inmate up to a Base AOP of 14,300 inmates commencing
April 1, 2008. MOOC will compensate Wexford at a reduced per diem rate of $2.77
per inmate for any difference in the actual AOP above the Base AOP. The per diem
rate and the reduced per diem rate will increase by 4.5% each year on the
anniversary date of July 1, for the remainder of the Agreement term and any renewal
periods, if they are exercised. The Base AOP (guaranteed population floor) shall be
14,300 inmates.

7.2.3

Upon MOOC approval of the product, MOOC will compensate Wexford for the
purchase, implementation and maintenance of the GE Heaith Technologies
Centricity EHR system. Compensation shall commence after July 1, 2008, as
follows:
•

•

•
•

•

A monthly payment of $17,916.67 for costs in the planning, purchasing,
implementing and training of the EHR system. Payments shall be for one year
only starting July 1, 2008 through June 30, 2009.
An annual payment of approximately $110,000 or as billed by GE Healthcare
Technologies for annual maintenance of the Centricity EHR system. Wexford
shall be reimbursed by MOOC the actual expense within 30 days of providing
proof of payment to GE by Wexford.
A monthly payment of $12,424.77 for 36 months starting July 1, 2008 through
June 30, 2011 for the purchase of Software, Hardware and GE installation fees.
Should this agreement terminate prior to June 30, 2011, the MOOC shall pay
Wexford all remaining payments from the date of termination through June 30,
2011 for a total EHR payment not to exceed $651,188 plus annual maintenance
fees.
The cost for the EHR is based on the implementation of the system as specified
in Exhibit H. Should the MOOC desire changes to the specifications ("Change
Order"), Wexford shall obtain costs of those changes from GE Healthcare
Technologies and submit to the MOOC for review and approval. Upon approval
of the cost by MOOC, Wexford shall proceed with the "Change Order" and be
reimbursed upon completion and documented payment of the "Change Order"

ALL OTHER ARTICLES AND PROVISIONS OF THE CONTRACT REMAIN THE SAME
BALANCE OF PAGE LEFT INTENTIONALLY BLANK

IN WITNESS WHEREOF, the Parties hereto have caused their duly appointed
representatives to set their hands and seals hereto as of the day and year first above written.

MISSISSIPPI DEPARTMENT OF CORRECTIONS:
BY:

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