LUZERNE COUNTY COUNCIL VOTING SESSION via Video/Teleconference April 21, 2020
1:00PM CALL TO ORDER
PLEDGE OF ALLEGIANCE AND MOMENT OF SILENCE
ROLL CALL
RECOGNITIONS & CEREMONIAL PROCLAMATIONS
ADDITIONS TO/DELETIONS FROM VOTING SESSION AGENDA
ADOPTION OF VOTING SESSION AGENDA
MOTION TO SUSPEND BYLAWS REGARDING THE REQUIREMENT A MAJORITY OF THOSE PARTICIPATING IN THE MEETING MUST BE PHYSICALLY PRESENT AT THE MEETING.
MOTION TO SUSPEND BYLAWS REGARDING THE CONDUCT OF PUBLIC MEETINGS TO THE EXTENT THAT THE CURRENT FORMAT IS INCONSISTENT WITH THE TERM OF THE MANAGER’S EMERGENCY DECLARATION.
PUBLIC COMMENT ON VOTING SESSION AGENDA ITEMS (10 MINUTES) This is an opportunity for members of the public to address the Council on matters listed on the Agenda. PLEASE REFER TO PUBLIC COMMENT REMOTE PARTICIPATION INSTRUCTIONS POSTED SEPARATELY
AGENDA ITEMS-CLERK OF COUNCIL 1. Motion to approve minutes of the March 31, 2020 Meeting ...... pages 1-5
OLD BUSINESSS
AGENDA ITEMS-COUNTY MANAGER 2. Motion to remove from table resolution Authorizing the County Manager to Execute a Contract with Wellpath LLC for Inmate Health Care Services 3. Motion to adopt resolution Authorizing the County Manager to Execute a Contract with Wellpath LLC for Inmate Health Care Services……….……pages 6-29 4. Motion to adopt resolution Approving a Contract with Elite Revenue Solutions, LLC for the Collection of Delinquent Real Estate Tax Services ...... pages 30-49 5. Motion to adopt resolution Authorizing the County Manager to Execute a Lease Agreement Between Luzerne County and Elite Revenue Services, LLC ..... pages 50-62
AGENDA ITEMS-COUNTY COUNCIL 6. Motion to adopt resolution Declaring a Vacancy on the Luzerne County Children & Youth Advisory Board……………………………………………………..………………..pages 63-64 7. Motion to amend Luzerne County Council Bylaws Rule 1D…………………………………pages 65-66 8. Motion to amend Luzerne County Council Bylaws Rule 8F………………………………...pages 66-67
PUBLIC COMMENT ON NON-AGENDA ITEMS This is an opportunity for members of the public to address the Council on matters not listed on the Agenda, but which must be within the subject matter jurisdiction of the Council. PLEASE REFER TO PUBLIC COMMENT REMOTE PARTICIPATION INSTRUCTIONS POSTED SEPARATELY
ADJOURNMENT
Luzerne County Council March 31, 2020 Meeting via Video/Teleconference
Minutes
Call to Order The Luzerne County Council convened for a Meeting on March 31, 2020 at 1:00 PM via Video/Teleconference. The meeting was called to order by Council Chair Tim McGinley.
Pledge of Allegiance and Moment of Silence
Roll Call Present Walter L. Griffith, Jr. Harry Haas Linda McClosky Houck Lee Ann McDermott Tim McGinley Chris Perry Kendra M. Radle Sheila Saidman, Esq. Robert Schnee Stephen J. Urban Matthew Vough
Also Present C. David Pedri, Esq., County Manager Romilda P. Crocamo, Chief County Solicitor Vito DeLuca, Esq. Sharon Lawrence, Clerk of Council
Recognitions/Ceremonial Proclamations Mr. McGinley announced the retirement of Christine L. Perkoski, Care Manager 2, Area Agency on Aging. A letter of thanks and congratulations will be sent out to her from Council.
Mr. McGinley stated the annual Northeast Regional Cancer Institute Ceremony for C.A.S.U.A.L. (Colon Cancer Awareness Saves Unlimited Adult Lives) was not held due to COVID-19. The proclamation from Council was mailed out to them.
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Motions Ms. Houck suggested making a procedural motion to dispense with the bylaws requirement that a majority of Council members must be physically present at the Meeting. Motion by: Ms. Houck Second: Mr. Schnee Vote: Eleven (11) Ayes – Unanimous Motion Passed (11-0)
Ms. Crocamo and Mr. DeLuca recommended a motion be made suspending the bylaws regarding the conduct of public meetings (public comment) to the extent that the current format is inconsistent with the term of the Manager’s Emergency Declaration. Motion by: Ms. McDermott Second: Mr. Perry Vote: Eleven (11) Ayes – Unanimous Motion Passed (11-0)
Additions to/Deletions from Meeting Agenda Mr. Griffith would like to add his Ordinance regarding the reduction of the penalty period fees for the 2020 Luzerne County Real Estate Taxes to the Agenda. Mr. McGinley stated it would be added to the Agenda as Item #6.
Adoption of Meeting Agenda Motion to Adopt Agenda by: Mr. Griffith Second: Ms. Radle Vote: Eleven (11) Ayes – Unanimous Motion Passed (11-0) The Meeting Agenda is Adopted
Public Comment on Voting Session Agenda Items Due to COVID-19 all comments are submitted electronically via EMAIL or TEAMS. A copy of the full public comment for each speaker is posted under the corresponding meeting agenda at: https://www.luzernecounty.org/AgendaCenter/Luzerne-County-Council-2
Michelle Davies (Allentown) Commented via TEAMS regarding inmates.
Brian (Kingston) Commented via TEAMS regarding Wellpath.
Mark Rabo (Hazleton) Commented via EMAIL regarding Wellpath and the 2020 Luzerne County Real Estate Taxes Ordinance.
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1. Motion to adopt Minutes of the March 10, 2020 Voting Session Motion by: Mr. Griffith Second: Ms. McDermott Vote: Ten (10) Ayes by Mr. Griffith, Mr. Haas, Ms. Houck, Ms. McDermott, Mr. McGinley, Mr. Perry, Ms. Radle, Ms. Saidman, Mr. Schnee and Mr. Vough One (1) Nay by Mr. Stephen J. Urban Motion Passed (10-1) The March 10, 2020 Voting Session Minutes are Adopted
2. Motion to adopt Minutes of the March 19, 2020 Special Voting Session Motion by: Ms. Saidman Second: Ms. Radle Vote: Eleven (11) Ayes - Unanimous Motion Passed (11-0) The March 19, 2020 Special Voting Session Minutes are Adopted Old Business None
3. Motion to adopt resolution authorizing the Adoption of the Pennsylvania Department of Conservation and Natural Resources Resolution Page for their Community Conservation Partnerships Program Application Motion by: Mr. Schnee Second: Mr. Vough Roll Call Vote: Eleven (11) Yes – Unanimous Motion Passed (11-0) Resolution is Adopted
4. Motion to introduce ordinance amending the Luzerne County Zoning Map to Re-Zone three parcels of property totaling 2.83 acres in Ross Township from Mixed Zoning Districts of B-3, S-1, and A-1 Zones to Highway Business District (B-3) Zone Motion by: Mr. Griffith Second: Ms. Radle Roll Call Vote: Eleven (11) Ayes – Unanimous Motion Passed (11-0) Ordinance is Introduced
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5. Motion to adopt resolution Authorizing the County Manager to Execute a Contract with Wellpath LLC for Inmate Health Care Services Motion by: Ms. McDermott Second: Mr. Perry Motion to Table by: Mr. Griffith Second: Mr. Stephen J. Urban Roll Call Vote: Seven (7) Yes by Mr. Griffith, Ms. Houck, Ms. McDermott, Ms. Radle, Mr. Schnee, Mr. Stephen J. Urban and Mr. Vough Four (4) No by Mr. Haas, Mr. McGinley, Mr. Perry and Ms. Saidman Motion Passed (7-4) Resolution is Tabled
ADDED ITEM 6. Motion to introduce ordinance allowing for the reduction of the penalty period fees for the 2020 Luzerne County Real Estate Taxes Motion by: Mr. Griffith Second: Mr. Haas Roll Call Vote: Eleven (11) Yes - Unanimous Motion Passed (11-0) Ordinance is Introduced
7. Controllers Report Ms. Bednar reviewed her report/power point presentation and answered questions from Council. She stated her report was posted on the website for the public.
8. Budget Reports Mr. Swetz reviewed the reports and answered questions from Council.
9. Reports of Council Committees 10. Reports of Council Related Committees Mr. McGinley asked the Chair of each Committee to give a brief report. BPRC (Mr. Haas) Last meeting was cancelled due to COVID-19. Next meeting is 2 months out. Legislative (Mr. Haas) Members are concerned with the CARES Act and want to make sure the County takes advantage of all Federal dollars and opportunities. Strategic Initiatives (Ms. Houck) Has not met. County Code Review (Ms. Houck) Has not met. Ms. Houck stated she has a group set up in TEAMS but has not scheduled anything yet due to COVID-19. Real Estate (Ms. McDermott) Has not met. They were planning to meet the first week of May but after the primary but will now have to reconsider that date. Authorities, Boards & Commissions (Mr. Perry) Had two meetings in the first quarter but nothing is currently scheduled due to COVID-19. Act 13 (Mr. Vough) Has not met. No date set at this time due to COVID-19.
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Budget, Finance and Audit (Mr. McGinley) was supposed to meet April 8th but will probably need to be rescheduled due to COVID-19. Riverfront Parks (Mr. McGinley) Has not met. Plains TIF (Mr. McGinley) Has not met.
Mr. McGinley asked Manager Pedri to update Council on the current County situation as related to the COVID-19 virus. Mr. Pedri provided Council with information and answered questions. Mr. McGinley asked Manager Pedri to comment on a text from Rick Morelli regarding issues in Hazleton. Mr. Haas also presented questions. Mr. Pedri answered questions and provided information regarding the Hazleton Area.
Mr. Griffith asked the County Manager questions regarding the Flower Tent Lease and possible County furloughs. Mr. Pedri responded.
Ms. McDermott thanked all the health care workers, truck drivers, store workers and the County Correction Officers. She noted the Correction Officers do not have face masks and she is working on obtaining some for them.
Mr. McGinley thanked the IT Department for all their work, especially today’s meeting. He also thanked all the first responders and people out there doing their jobs in order for everyone else to survive during this crisis.
Public Comment: Due to COVID-19 all comments are submitted electronically via EMAIL or TEAMS. A copy of the full public comment for each speaker is posted under the corresponding meeting agenda at: https://www.luzernecounty.org/AgendaCenter/Luzerne-County-Council-2
Mark Rabo (Hazleton) Commented via EMAIL regarding COVID-19.
Sharleen Kishbaugh Commented via EMAIL regarding funeral directors and COVID-19.
Motion to Adjourn: Mr. Haas Second: Mr. Griffith Vote: Eleven (11) Ayes – Unanimous Meeting Adjourned at 2:56PM
Respectfully Submitted, Sharon Lawrence Clerk of Council
* Audio of this meeting can be found in its entirety on the County Council webpage http://www.luzernecounty.org/county/luzerne-county-council or by contacting the Office of the Clerk of Council at (570) 825-1634 or via email to [email protected]
Luzerne County Council Meeting March 31, 2020 Page 5 of 5 Luzerne County Council Voting Session April 21, 2020 AGENDA Page 5 of 67 AGENDA SUBMITTAL TO LUZERNE COUNTY COUNCIL
ITEM TITLE COUNCIL MEETING AGENDA Inmate Health Care Services DATE NUMBER APRIL 20, 2020 Dept: Luzerne County Division of Corrections Contact: Mark Rockovich Phone: 570-829-7750
DEPARTMENTAL RECOMMENDATION:
The Division of Corrections makes the recommendation that Council approves a three year contract for Inmate Health Care Services with WellPath LLC. Located at 1283 Murfreesboro Road, suite 500, Nashville TN 37217
SUMMARY: On February 25, 2020 Wexford Health Sources Inc., informed the county that they were executing the “Termination for Convenience” provision of the Inmate Health Care Services contract that began on January 1, 2020. The County was informed that Wexford will cease providing services to the county on June 23, 2020. An RFP was once again advertised and the County has found that WellPath is the most responsible bidder that will best serve the requirements of the Luzerne County Division of Corrections. This three year contract with a proposed commencement date of June 1, 2020, and expiration date of May 31, 2023 shall cost $2,996,280 in year one, $3,086,160 in year two and $3,001,662 in year three. The contractor shall provide comprehensive medical services, including medical, dental, mental/behavioral health, pharmacy, and electronic medical records, to offenders at the Luzerne County Division of Corrections.
FINANCING:
This is 100% county financed and is pending approval of County Council. This line item will be underfunded by $97,370 in year one but it is believed that much of this shortage will be recuperated through penalties and lower than anticipated average inmate daily population figures.
DISCUSSION:
The County needs to have a new provider of inmate health services in place before June 23, 2020. WellPath was the incumbent provider prior to the awarding of the contract that began on January 1, 2020. The County believes that Wellpath is the most responsible bidder that will be able to initiate a startup by the termination date requested by the current provider.
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 6 of 67 ALTERNATIVES:
Three companies responded to the counties request regarding inmate health care services. The three companies that submitted responses were: Wellpath, Correctional Behavioral Health, and Correctional Care. After an additional review of the written proposals, observation of the in-person presentations and responses of questions asked, the County believed WellPath is the best choice to provide inmate health services to Luzerne County.
OTHER AGENCY INVOLVEMENT:
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 7 of 67 RESOLUTION R-2020-_____ LUZERNE COUNTY COUNCIL
A Resolution of the Luzerne County Council Authorizing the County Manager to Execute a Contract with Wellpath LLC for Inmate Health Care Services
WHEREAS, the Luzerne County Manager has the authority to recommend, and Luzerne County Council the authority to approve, the execution of certain contracts pursuant to the Luzerne County Home Rule Charter; and
WHEREAS, our current provider for inmate health care services, Wexford Health Sources Inc., will cease providing services to Luzerne County on June 23, 2020; and
WHEREAS, after issuance of a Request for Proposals and subsequent provider interviews, the Luzerne County Manager in conjunction with the Luzerne County Division of Corrections have selected Wellpath LLC to provide Inmate Health Care Services; and
WHEREAS, the parties have extensively negotiated a contract relative to inmate health care services; and
WHEREAS, County Council desires to authorize the County Manager to execute the negotiated contract.
NOW, THEREFORE, BE IT RESOLVED, the Luzerne County Council authorizes the County Manager to execute a contract with Wellpath LLC, subject to the terms and conditions presented to Council, for the provision of health care services for inmates lodged at the Luzerne County Correctional Facility.
This Resolution shall become effective six days after adoption.
ROLL CALL VOTE: AYES- NAYS-
ADOPTED at a meeting of Luzerne County Council held on ______, 2020.
LUZERNE COUNTY COUNCIL
By:______Tim McGinley, Chair
ATTEST:______Sharon Lawrence, Clerk of Council
______C. David Pedri, Esq. County Manager
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AGREEMENT FOR INMATE HEALTH CARE SERVICES AT LUZERNECOUNTY, PENNSYLVANIA Effective Date: June 1, 2020
This Agreement for Inmate Health Care Services (hereinafter, the “AGREEMENT”) entered into by and between Luzerne County, a municipality in the Commonwealth of Pennsylvania, (hereinafter, the “COUNTY”) acting by and through its duly elected County Manager and Wellpath, LLC (hereinafter, “WELLPATH”) a Delaware limited liability company, as of the Effective Date written above.
RECITALS
WHEREAS, the COUNTY and Director of Corrections for the COUNTY are charged by law with the responsibility for administering, managing, and supervising the health care delivery system of the Luzerne County Department of Corrections located at 99 Water Street, Wilkes-Barre PA 18711(hereinafter, “LCDOC”); and
WHEREAS, the objective of the COUNTY is to provide for the delivery of quality health care to the INMATES/DETAINEES of the LCDOC (hereinafter, “LCDOC POPULATION”), in accordance with applicable law; and
WHEREAS, WELLPATH is in the business of administering correctional health care services and desires to administer such services on behalf of the COUNTY to the LCDOC POPULATION under the terms and conditions hereof.
NOW THEREFORE, in consideration of the covenants and promises hereinafter made, the parties hereto agree as follows:
DEFINITIONS
COVERED PERSONS – An INMATE/DETAINEE of the LCDOC who is: (1) part of the LCDOC’s MADP; and (2) FIT FOR CONFINEMENT; and (3)(a) incarcerated in the LCDOC; or (b) on work release status and is indigent.
DETAINEE – An adult or juvenile individual whose sentence has not yet been adjudicated and is held as a pre-trial detainee or other individual held in lawful custody.
FIT FOR CONFINEMENT – A determination made by a WELLPATH authorized physician and/or health-trained LCDOC staff that an INMATE/DETAINEE is medically stable and has been medically cleared for acceptance into the LCDOC. Such determination shall only be made after resolution of any injury or illness requiring immediate transportation and treatment at a hospital or similar facility.
HEALTH CARE STAFF – Medical, mental health and support staff provided or administered by WELLPATH.
WELLPATH CHIEF MEDICAL OFFICER – WELLPATH’s Chief physician who is vested with certain decision-making duties under this AGREEMENT.
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 9 of 67 INMATE – An adult or juvenile individual who is being incarcerated for the term of their adjudicated sentence.
INMATES/DETAINEES – An INMATE/DETAINEE held under the jurisdiction of the COUNTY. INMATES/DETAINEES may be housed in the LCDOC or in any other correctional facility of the COUNTY. However, INMATES/DETAINEES housed in another jurisdiction are not covered by the provisions of this AGREEMENT unless WELLPATH administers health care services at the other jurisdiction’s facility and is specifically set forth below.
MONTHLY AVERAGE DAILY POPULATION (MADP) – The average number of INMATES/DETAINEES housed BY the LCDOC on a daily basis for the period of one month. The MADP shall include, but separately list, other county or agency inmates and detainees. The MADP shall be figured by summing the daily population for the LCDOC (as determined by a count performed at the same time each day) for each day of the month and dividing this sum by the total number of days in the month. LCDOC records shall be made available to WELLPATH upon request to verify the MADP. Persons on work release and not indigent, home confinement, housed outside of the LCDOC, and parolees and escapees shall not be considered part of the LCDOC’s MADP.
NCCHC – The National Commission on Correctional Health Care.
PHYSICIAN EXTENDER – An advanced level healthcare professional such as a Nurse Practitioner, Physician Assistant, or Clinical Nurse Specialist.
PROPOSAL – The proposal submitted by WELLPATH on June 28, 2019 in response to the RFP, made part of this Agreement by reference.
RFP – The Request for Proposal of Inmate Health Care Services released by the County May 16, 2019, made part of this Agreement by reference.
SPECIALTY SERVICES – Medical services that require physicians to be licensed in a specialty such as obstetrics, gynecology, or dermatology or other specialized field of medicine, but excluding services that are otherwise provided for in this AGREEMENT.
TERM - The term of this Agreement as further described in paragraph 9.0.
ARTICLE I HEALTH CARE SERVICES
1.0 SCOPE OF SERVICES. WELLPATH shall administer health care services and related administrative services at the LCDOC according to the terms and provisions of this AGREEMENT. The costs of the various health care services shall be borne by WELLPATH or the COUNTY as set forth in this Article.
1.1 GENERAL HEALTH CARE SERVICES. WELLPATH will arrange and bear the cost of the following health care services:
1.1.1 RECEIVING SCREENING. A receiving screening of an INMATE/DETAINEE shall be performed as soon as possible after the INMATE/DETAINEE’s booking into the LCDOC. In the event WELLPATH fails to perform the receiving screening within such eight (8) hour timeframe, WELLPATH will be assessed a
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 10 of 67 penalty of $100, per occurrence. All new admissions/screening charts are to be reviewed and signed by the physician or PYHSICIAN EXTENDER within twenty- four (24) hours of the next scheduled date for onsite physician services.
1.1.2 HEALTH ASSESSMENT. A health assessment of an adult COVERED PERSON shall be performed as soon as possible, but no later than ten (10) calendar days after the INMATE/DETAINEE’s arrival at the LCDOC. The health assessment shall follow current NCCHC standards. In the event WELLPATH fails to perform the health assessment within such ten (10) day period, WELLPATH shall be assessed a penalty of $200, per occurrence
1.1.3 SCHEDULED SICK CALL. A qualified healthcare professional shall conduct sick calls for COVERED PERSONS on a timely basis and in a clinical setting.
1.1.4 TRANSFERS AND WORK REVIEWS. Health Care Staff shall perform reviews, medical examinations, medical summaries or certifications as are necessary for intra-system transfers within twenty-four (24) hours from the time the names are provided; reviews, medical examinations, medical summaries or certifications for food handling and work clearances must be completed within seventy-two (72) hours from the time the names are provided.
1.2 AMBULANCE SERVICE. WELLPATH shall arrange and bear the cost of emergency ambulance services for COVERED PERSONS.
1.3 BODY CAVITY SEARCHES/COLLECTION OF PHYSICAL EVIDENCE. WELLPATH HEALTH CARE STAFF will not perform body cavity searches, nor collect physical evidence (blood, hair, semen, saliva, etc.), except within guidelines established by the NCCHC. If WELLPATH HEALTH CARE STAFF collect physical evidence, the COUNTY shall be responsible for arranging any testing and bear the cost of collection and testing the collected evidence and any associated staffing costs for HEALTH CARE STAFF to provide court related testimony. Costs incurred by WELLPATH for court testimony related to this paragraph will be periodically reconciled with the COUNTY pursuant to Paragraph 8.1. After collecting evidence, WELLPATH HEALTH CARE STAFF shall turn the specimen over to a court-designated representative for completion of chain-of-custody evidence.
1.4 DENTAL. WELLPATH shall arrange and bear the cost of dental services if WELLPATH’s CHIEF MEDICAL OFFICER or designee determines that dental care is medically necessary.
1.5 DIALYSIS SERVICES. WELLPATH shall arrange and bear the cost of dialysis services ordered by a WELLPATH physician for COVERED PERSONS.
1.6 ELECTIVE MEDICAL CARE - NOT COVERED. WELLPATH shall not be responsible for the provision or cost of any elective care. Elective medical care shall be defined as care which, if not provided, would not, in the sole opinion of WELLPATH’s CHIEF MEDICAL OFFICER or designee, cause the INMATE/DETAINEE’S health to deteriorate or cause harm to the INMATE/DETAINEE’S well-being. Decisions concerning elective medical care shall be consistent with the applicable American Medical Association (AMA) Standards.
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1.7 HOSPITALIZATION. WELLPATH will arrange and bear the cost of hospitalization related to medical services for a COVERED PERSON who, in the opinion of the treating physician and/or WELLPATH’s CHIEF MEDICAL OFFICER or designee, requires hospitalization.
1.8 MEDICAL EQUIPMENT OVER $500. In the event that the Parties mutually agree that medical equipment in excess of $500 per unit cost is required to assist in providing health care services to COVERED PERSONS under this AGREEMENT, WELLPATH shall purchase the agreed upon medical equipment on behalf of the COUNTY. WELLPATH shall not be responsible for the cost of such medical equipment. The COUNTY shall be responsible for the cost of such medical equipment.
1.9 MEDICAL SUPPLIES/EQUIPMENT OF $500 OR LESS. WELLPATH shall provide and bear the cost of medical supplies (i.e. alcohol prep pads, syringes, etc.) and equipment (i.e. thermometers, scales, etc.) required to administer the terms of the AGREEMENT, which have a unit cost of $500 or less.
1.10 MEDICAL WASTE. WELLPATH shall arrange and bear the cost of removing and properly disposing of medical waste material generated while fulfilling its duties under this AGREEMENT in accordance with all applicable state laws and OSHA-regulated standards.
1.11 MENTAL HEALTH CARE. WELLPATH shall arrange and bear the cost of on-site mental health services for COVERED PERSONS which shall include evaluations, referrals, crisis management, suicide intervention, individual therapy, group therapy, basic community linkage, comprehensive community linkage and continuity of care. WELLPATH shall not be responsible for the provision or cost of any off-site or inpatient mental health services.
1.12 OFFICE EQUIPMENT AND COMMUNICATION UTILITIES. WELLPATH shall be responsible for providing office equipment required for the administrative operations of the medical unit with a cost of less than $500. WELLPATH shall also require physical and/or remote network access to provide technical support to WELLPATH HEALTH CARE STAFF. The COUNTY shall be responsible for providing and maintaining office equipment, such as copier and fax machines, as well as obtaining adequate phone and internet service required for the administrative operation of the medical unit. The COUNTY shall be responsible for providing technical support to the HEALTH CARE STAFF.
1.13 OFFICE SUPPLIES. WELLPATH shall be responsible for providing office supplies such as books, medical record folders, and forms as required for the administrative operations of the medical unit.
1.14 PATHOLOGY/RADIOLOGY SERVICES. WELLPATH shall arrange and bear the cost of pathology and radiology services (also referred to as laboratory and x-ray services) ordered by a WELLPATH physician for COVERED PERSONS. WELLPATH shall arrange on-site pathology and radiology services to the extent reasonably possible. WELLPATH will arrange and coordinate with Director of Corrections for the transportation for pathology and radiology off-site services.
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 12 of 67 1.15 PHARMACY SERVICES. WELLPATH shall provide monitoring of pharmacy usage as well as a Preferred Medication List. WELLPATH shall bear the cost of all prescription and non-prescription over-the-counter medications prescribed by a duly licensed WELLPATH physician for a COVERED PERSON.
1.15.1 GENERAL. Prescribing, dispensing, and administering of medication shall comply with all State and Federal laws and regulations and all medications shall be dispensed under the supervision of a duly authorized, appropriately licensed or certified health care provider.
1.16 WOMEN’S HEALTH AND PREGNANT COVERED PERSONS. WELLPATH shall arrange and bear the cost of on-site health care services for any pregnant COVERED PERSON in accordance with NCCHC standards and this AGREEMENT, but WELLPATH shall not arrange or bear the cost of any health care services for infants. Off-site health care services for any pregnant COVERED PERSON shall be in accordance with SPECIALTY SERVICES as set forth herein in paragraph 1.17. WELLPATH shall ensure that an Advanced Registered Nurse Practitioner provides at least four (4) hours of service per week with a focus on women’s health issues.
1.17 SPECIALTY SERVICES. In the event it is determined that a COVERED PERSON requires SPECIALTY SERVICES, WELLPATH shall arrange and bear the cost for specialty services. WELLPATH’s authorized physician will make such determination and refer COVERED PERSONS for SPECIALTY SERVICES when, in the physician’s professional opinion, it is deemed medically necessary. WELLPATH’s authorized personnel will make a recommendation and obtain approval from the Director of Corrections for SPECIALTY SERVICES prior to making arrangements for specialty services. WELLPATH shall arrange on-site SPECIALTY SERVICES to the extent reasonably possible. To the extent SPECIALTY SERVICES are required and cannot be rendered on-site, WELLPATH shall make appropriate off-site arrangements for rendering off-site care. In the event that SPECIALTY SERVICES are rendered off-site but do not require hospitalization, WELLPATH will arrange and bear the cost only if the WELLPATH CHIEF MEDICAL OFFICER or designee approves off-site SPECIALTY SERVICES.
1.18 VISION CARE. In the event it is determined that a COVERED PERSON requires vision correction to achieve minimal function, WELLPATH shall arrange and bear the cost of a vision examination and one (1) pair of ordinary glasses per COVERED PERSON. WELLPATH’s Chief Medical Officer, or designee, will make such determination and refer COVERED PERSONS for the vision examination. WELLPATH’s HEALTH CARE STAFF obtain approval from the Director of Corrections for the vision examination prior to making arrangements for vision services. WELLPATH shall arrange on-site/off-site vision examinations to the extent reasonably possible and shall bear the costs of such examinations.
1.19 EMPLOYEE VACCINATIONS. During the TERM (and any renewal period thereafter), WELLPATH will provide annual influenza vaccinations for each member of the staff of the Division of Corrections of the County and vaccinations for Hepatitis B for each person who becomes employed by the Division of Corrections of the County on or after the Effective Date.
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 13 of 67 ARTICLE II HEALTH CARE STAFF
2.0 STAFFING HOURS. WELLPATH shall provide or arrange for the provision of HEALTH CARE STAFF necessary to render the health care services contemplated in Article I as set forth in the staffing plan set forth in Exhibit A, attached hereto and made a part hereof. WELLPATH reserves the right to assign the staff in Exhibit A to shift coverage as necessary based on operational needs to provide the health care services under this AGREEMENT.
2.0.1 Additional hours may be provided if mutually agreed upon by both parties in writing, with at least 24 hours advanced notice.
2.0.2 WELLPATH shall assure medical evaluation /follow-up within 24 hours of post- nursing triage referral (including weekends and holidays).
2.0.3 WELLPATH shall provide or arrange for the provision of an on-call physician and/or Physician Extender available by telephone or pager, 24 hours per day and 7 days per week.
2.0.4 WELLPATH shall make reasonable efforts to supply the staffing levels contained in this section, however, failure to continuously supply all of the required staffing due to labor market demands or other factors outside the control of WELLPATH, after such reasonable efforts have been made, shall not constitute a breach of this AGREEMENT.
2.1 STAFFING LEVELS. Based on actual staffing needs as affected by medical emergencies, riots, increased or decreased INMATE/DETAINEE population, and other unforeseen circumstances, certain increases or decreases in staffing requirements may be agreed to by the Director of Corrections and WELLPATH. Such agreements shall be in writing between the parties unless an emergency situation warrants a verbal agreement which shall be subsequently documented in writing.
2.2 STAFFING CREDIT FOR VACANCY. WELLPATH shall provide the Director of Corrections with the actual cost for service hours not provided by any HEALTH CARE STAFF (excluding any support staff that provides and administrative function) due to vacancy from the initial date of such vacancy to the date that the HEALTH CARE STAFF position is filled. To avoid the payment of any credit, WELLPATH may fill such open position by equally qualified staff on an overtime or PRN basis. Positions vacant for more than thirty (30) days will be assessed a credit equal to 1.5 times the actual cost of service hours of the vacancy as calculated by WELLPATH.
2.3 STAFF SCREENING. The COUNTY and Director of Corrections shall screen WELLPATH’s proposed HEALTH CARE STAFF, employees, agents and/or subcontractors providing services at the LCDOC to ensure they do not constitute a security risk. The Director of Corrections shall have final approval, which shall not be unreasonably withheld, of WELLPATH’s HEALTH CARE STAFF, employees, agents and/or subcontractors, related to security/background clearance.
2.4 SATISFACTION WITH HEALTH CARE STAFF. In recognition of the sensitive nature of correctional facility operations, if the Director of Corrections becomes dissatisfied with
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 14 of 67 any member of the HEALTH CARE STAFF, Director of Corrections shall provide WELLPATH written notice of such dissatisfaction and the reasons therefore. Following receipt of such notice, WELLPATH shall use commercially reasonable efforts to resolve the dissatisfaction. If the problem is not resolved to the satisfaction of the Director of Corrections within ten (10) business days following WELLPATH’s receipt of the notice, WELLPATH shall remove the individual from providing services at the LCDOC within a reasonable time frame considering the effects of such removal on WELLPATH’s ability to deliver health care services and recruitment/hiring of an acceptable replacement. The Director of Corrections reserves the right to revoke the security clearance of any HEALTH CARE STAFF at any time.
ARTICLE III ADMINISTRATIVE SERVICES
3.0 UTILIZATION MANAGEMENT. WELLPATH shall provide utilization management services and administer medical claims processing for the offsite medical services/pharmacy services administered by WELLPATH, as set forth in Article I, on behalf of the COUNTY. WELLPATH will follow applicable state laws and make reasonable efforts to obtain provider discounts and will keep the COUNTY and/or Director of Corrections apprised of its utilization management practices.
3.1 HEALTH AND MENTAL HEALTH EDUCATION AND TRAINING. WELLPATH shall conduct an ongoing health and mental health education and training program for the COUNTY Deputies and LCDOC Correctional Staff in accordance with the needs mutually established by the COUNTY and WELLPATH. Training shall be provided by methods and intervals determined by WELLPATH.
3.2 MONTHLYREPORTS. As requested by the Director of Corrections, WELLPATH shall submit monthly health care reports concerning the overall operation of the health care services program rendered pursuant to this AGREEMENT and the general health of the LCDOC POPULATION.
3.3 MONTHLY MEETINGS. As requested by the Director of Corrections, WELLPATH shall meet monthly, or as soon thereafter as possible, with the Director of Corrections, or designee, concerning health care services within the LCDOC and any proposed changes in health-related procedures or other matters, which both parties deem necessary.
3.4 MEDICAL RECORDS MANAGEMENT. WELLPATH shall provide the following medical records management services:
3.4.1 MEDICAL RECORDS. WELLPATH HEALTH CARE STAFF shall maintain, cause or require the maintenance of complete and accurate medical records for COVERED PERSONS who have received health care services. Medical records shall be kept separate from COVERED PERSON’S confinement records. A complete copy of the individual medical record shall be available to accompany each COVERED PERSON who is transferred from the LCDOC to another location for off-site services or transferred to another institution. WELLPATH will keep medical records confidential and shall not release any information contained in any medical record except as required by published LCDOC policies, by a court order or by applicable law. Upon termination of this AGREEMENT, all medical records
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 15 of 67 shall be delivered to and remain with the Director of Corrections, as property of the LCDOC.
3.4.2 ELECTRONIC MEDICAL DATA MANAGEMENT. WELLPATH shall provide and maintain an electronic medical data management system for use at the LCDOC.
3.4.3 COMPLIANCE WITH LAWS. Each medical record shall be maintained in accordance with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and any other applicable state or federal privacy statute or regulation.
3.4.4 RECORDS AVAILABILITY. As needed to administer the terms of this AGREEMENT, WELLPATH shall make available to the Director of Corrections or COUNTY, unless otherwise specifically prohibited, at the Director of Corrections or COUNTY’s request, all records, documents and other papers relating to the direct delivery of health care services to the LCDOC POPULATION hereunder.
ARTICLE IV PERSONS COVERED UNDER THIS AGREEMENT
4.0 GENERAL. Except as otherwise provided in this AGREEMENT, WELLPATH shall only be required to arrange for health care services under this AGREEMENT to be provided to COVERED PERSONS.
4.1 TESTING AND INOCULATIONS FOR LCDOC EMPLOYEES. WELLPATH shall arrange, bear the cost and administer Tuberculosis skin testing, Hepatitis (A) Inoculations, and Hepatitis (B) Inoculations to LCDOC employees. Costs for said tests and inoculations which are administered to LCDOC employees shall be the responsibility of WELLPATH.WELLPATH.
4.2 EMERGENCY MEDICAL CARE FOR LCDOC EMPLOYEES AND VISITORS. WELLPATH shall arrange for on-site first response emergency medical care as required for LCDOC employees, contractors and visitors to the LCDOC. The medical treatment shall be limited to the extent reasonably necessary to stabilize and facilitate the individual’s referral to a medical facility or personal physician.
4.3 RELEASE FROM CUSTODY. The COUNTY acknowledges and agrees that WELLPATH is responsible for the payment of costs associated with services rendered to COVERED PERSONS as set forth in this AGREEMENT only when such persons remain in the custody of, or under the jurisdiction of, the LCDOC. In no event shall WELLPATH be responsible for payment of any costs associated with any services rendered to any individual when said individual is released from the custody of, or no longer under the jurisdiction of, the LCDOC including, but not limited to, releasees, parolees and escapees. Furthermore, in no event shall WELLPATH be responsible for payment of costs associated with any medical services rendered to a COVERED PERSON when said COVERED PERSON is injured outside the LCDOC facility during transport to or from the LCDOC.
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 16 of 67 ARTICLE V PERSONS NOT COVERED OR PARTIALLY COVERED UNDER THIS AGREEMENT
5.1 COUNTY INMATES/DETAINEES HOUSED IN OTHER JURISDICTIONS OR OUTSIDE THE LCDOC. WELLPATH shall not be responsible for arranging the medical care or treatment for COUNTY INMATES/DETAINEES housed in other counties or jurisdictions. The COUNTY or LCDOC or other agency with legal responsibility for the medical care of such persons shall be responsible for all medical expenses associated with the care and treatment of COUNTY INMATES/DETAINEES removed from the LCDOC, including, but not limited to the services listed in Article I of this AGREEMENT and any other health care related expenses associated with said INMATES/DETAINEES, unless the INMATE/DETAINEE is housed in a facility where WELLPATH provides INMATE/DETAINEE health care services. WELLPATH shall not be responsible for arranging the medical care or treatment for COUNTY INMATES/DETAINEES housed outside the LCDOC or not counted in the MADP.
5.2 INJURIES PRIOR TO INCARCERATION, FIT FOR CONFINEMENT AND ESCAPED INMATES/DETAINEES. WELLPATH shall not be responsible for the cost of providing off-site medical care for injuries incurred by an arrested person prior to incarceration at the LCDOC or during an escape or escape attempt, including, but not limited to, medical services provided to any arrested person prior to the person’s booking and confinement in the LCDOC. In addition, WELLPATH shall not be responsible for the cost of any medical treatment or health care services necessary to medically stabilize any arrested person presented at intake by an arresting agency with a life threatening injury or illness or in immediate need of emergency medical care. WELLPATH shall provide such care as is medically necessary until the arrested person can be transported to a medical care facility by the arresting agency or their designee. WELLPATH shall not be responsible for the provision or costs of any medical or health care service of the individual until such time as the arresting authority can present a medically stable individual that is FIT FOR CONFINEMENT. WELLPATH shall not charge an additional fee simply to examine an individual to determine if he is suitably FIT FOR CONFINEMENT.
ARTICLE VI COST OF SERVICES NOT COVERED UNDER THIS AGREEMENT
6.0 SERVICES NOT LISTED. Both parties understand and agree that there will be costs incurred for health care related services as outlined in Articles I, II and III above. WELLPATH shall not be responsible for any expenses not specifically covered under this AGREEMENT. In the event that any of the health care services not covered by WELLPATH under this AGREEMENT or any services that are not listed within this AGREEMENT, are required for a member of the LCDOC POPULATION as a result of the medical judgment of a physician or WELLPATH authorized personnel, WELLPATH shall not be responsible for arranging such services and the cost of such services shall be billed directly to the COUNTY.
6.1 SERVICES BEYOND THE SCOPE OF THIS AGREEMENT. Both parties understand and agree that there are certain occurrences, both beyond the control and within the control of the parties, that may result in health care expenses which are outside the scope of the normal operation of a correctional facility and, therefore, outside the contemplated scope of services under this AGREEMENT. While both parties will act in good faith and endeavor to reduce the possibility of such occurrences, in the unlikely event of an
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 17 of 67 occurrence such as an Act of God, riot, explosion, fire, food poisoning, epidemic illness outbreak or any other catastrophic event, or an event caused by the action or inaction of the COUNTY or Director of Corrections or their employees, agents or contractors, which results in medical care for the LCDOC POPULATION, LCDOC staff, visitors, or contractors, WELLPATH shall not be responsible for costs attributable to such catastrophic event. Notwithstanding the above, WELLPATH shall be responsible for medical costs under this AGREEMENT associated with such an event only if such an event was caused solely by WELLPATH.
ARTICLE VII COUNTY’S DUTIES AND OBLIGATIONS
7.0 COMPLIANCE WITH HIPAA/STATE HEALTH INFORMATION PRIVACY LAWS. The COUNTY, LCDOC and their employees, agents and subcontractors shall comply with the Health Insurance Portability and Accountability Act of 1996 (hereinafter “HIPAA”) and any State health information privacy laws, to the extent they are applicable. The COUNTY and the Director of Corrections shall implement policies and/or procedures in compliance with such laws.
7.1 COMPREHENSIVE MEDICAL/MENTAL HEALTH CARE. WELLPATH shall identify to the Director of Corrections those members of the LCDOC POPULATION with medical or mental health conditions which may be worsened as a result of being incarcerated at the LCDOC or which may require extensive care while incarcerated. After review of the circumstances, and when security risks permit, the Director of Corrections shall make every effort to have such an INMATE/DETAINEE released, transferred or otherwise removed from the correctional setting.
7.2 RECORD ACCESS. During the term of this AGREEMENT, and for a reasonable time following the termination of this AGREEMENT, the Director of Corrections shall provide WELLPATH, at WELLPATH’s request, the COUNTY or LCDOC records (including medical records) relating to the provision of health care services to the LCDOC POPULATION, including records maintained by hospitals, and other outside health care providers involved in the care or treatment of the LCDOC POPULATION (to the extent the COUNTY or LCDOC has control of, or access to, such records). WELLPATH may request such records in connection with the investigation of, or defense of, any claim by a third party related to WELLPATH’s conduct or to prosecute a claim against a third party. Any such information provided by the Director of Corrections to WELLPATH that the Director of Corrections considers confidential shall be kept confidential by WELLPATH and shall not, except as may be required by law, be distributed to any third party without prior written approval by the Director of Corrections.
7.3 USE OF INMATES/DETAINEES IN THE PROVISION OF HEALTH CARE SERVICES. INMATES/DETAINEES of the LCDOC shall not be employed or otherwise engaged or utilized by either WELLPATH or the Director of Corrections in rendering any health care services to the LCDOC POPULATION, provided however, that INMATES/DETAINEES may be used in positions not involving the rendering of health care services directly to the LCDOC POPULATION and not involving access to LCDOC POPULATION records in accordance with NCCHC standards.
7.4 SECURITY OF THE LCDOC FACILITY AND WELLPATH. WELLPATH and the COUNTY understand that adequate security services are necessary for the safety of the
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 18 of 67 agents, employees, and subcontractors of WELLPATH, as well as for the security of the LCDOC POPULATION and LCDOC staff, consistent with a correctional setting. The Director of Corrections shall provide security sufficient to enable WELLPATH, its HEALTH CARE STAFF, employees, agents and/or subcontractors to safely provide the health care services described in this AGREEMENT. WELLPATH, its HEALTH CARE STAFF, employees, agents and/or subcontractors shall follow all security procedures of the LCDOC while at the LCDOC or other premises under the Director of Corrections direction or control. However, any WELLPATH HEALTH CARE STAFF, employee, agent and/or subcontractor may, at any time, refuse to provide any service required under this AGREEMENT if such person reasonably feels that the current safety services are insufficient. WELLPATH shall not be liable for any loss or damages resulting from WELLPATH’s HEALTH CARE STAFF, employees, agents and/or subcontractors failure to provide medical services due to insufficient security services.
7.5 LCDOC’S POLICIES AND PROCEDURES. WELLPATH, its HEALTH CARE STAFF, employees, agents and/or subcontractors shall operate within the requirements of the COUNTY’S and/or LCDOCS’S posted security Policies and Procedures, which impact the provision of medical services.
7.5.1 Title 37 of the Pennsylvania Code governing the operation of Pennsylvania County Jails and a complete set of the Policies and Procedures shall be maintained by the COUNTY and made available for inspection by WELLPATH at the LCDOC, and WELLPATH may make a reasonable number of copies of any specific section(s) it wishes using the LCDOC’s photocopy equipment and paper.
7.5.2 Any Policy or Procedure that may impact the provision of health care services to the LCDOC POPULATION which has not been made available to WELLPATH shall not be enforceable against WELLPATH unless otherwise agreed upon by both parties.
7.5.3 Any modification of the posted Policies and Procedures shall be timely provided to WELLPATH. WELLPATH, its HEALTH CARE STAFF, employees, agents and/or subcontractors shall operate within the requirement of a modified Policy or Procedure after such modification has been made available to WELLPATH.
7.5.4 If any of the COUNTY and/or LCDOC’S Policies and Procedures specifically relate to the delivery of medical services, the COUNTY and/or Director of Corrections’ representative and WELLPATH shall review the COUNTY and/or LCDOC’S Policies and Procedures and modify or remove those provisions that conflict with WELLPATH’s Jail Health Care Policies and Procedures.
7.6 DAMAGE TO EQUIPMENT. WELLPATH shall not be liable for loss of or damage to equipment and supplies of WELLPATH, its agents, employees or subcontractors if such loss or damage was caused by the sole negligence of the COUNTY and/or LCDOC’S employees, or a member of the LCDOC POPULATION.
7.7 SECURE TRANSPORTATION. The Director of Corrections shall provide security as necessary and appropriate in connection with the transportation of a member of the LCDOC POPULATION to and from off-site services including, but not limited to, SPECIALTY SERVICES, hospitalization, pathology and radiology services as requested by WELLPATH. WELLPATH shall coordinate with the Director of Corrections for
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 19 of 67 transportation to and from the off-site services provider or hospital. WELLPATH HEALTH CARE STAFF shall not be responsible for medical observation during off-site transportation. Should the parties find it medically necessary for INMATES/DETAINEES to be medically observed during transportation, said INMATES/DETAINEES shall be transported via ambulance.
7.8 OFFICE EQUIPMENT AND SUPPLIES. The Director of Corrections shall provide use of COUNTY-owned office equipment, supplies and all necessary utilities (including telephone and fax line service) in place at the LCDOC health care facilities except as otherwise set forth in Paragraphs 1.13 and 1.14. At the termination of this AGREEMENT, WELLPATH shall return to the COUNTY possession and control of all COUNTY-owned medical and office equipment. At such time, the office equipment shall be in good working order, reasonable wear and tear excepted.
7.9 NON-MEDICAL CARE OF LCDOC POPULATION. It is understood that the Director of Corrections shall provide for all the non-medical personal needs and services of the LCDOC POPULATION as required by law. WELLPATH shall not be responsible for providing, or liable for failing to provide, non-medical services to the LCDOC POPULATION including, but not limited to, daily housekeeping services, dietary services, building maintenance services, personal hygiene supplies and services and linen supplies, water soluble bags, contact lens cases and solution, diapers, denture cups, cleaner and adhesive creams for dentures, finger/toenail clippers.
7.10 LCDOC POPULATION INFORMATION. In order to assist WELLPATH in providing the best possible health care services to COVERED PERSONS, the Director of Corrections shall provide, as needed, information pertaining to the COVERED PERSON that WELLPATH and the Director of Corrections mutually identify as reasonable and necessary for WELLPATH to adequately perform its obligations under this AGREEMENT.
ARTICLE VIII COMPENSATION/ADJUSTMENTS
8.0 ANNUAL AMOUNT/MONTHLY PAYMENTS. The base annual amount to be paid by the COUNTY to WELLPATH for each year of the TERM shall be as follows:
Year One: $2,996,280 Year Two: $3,086,160 Year Three: $3,178,752
The base amount shall be paid in equal monthly payments based on a twelve (12) month year, pro-rated for any partial months and subject to any reconciliations as set forth below. The first monthly amount, which is to be pro-rated, is to be paid by the COUNTY to WELLPATH on the 1st day of June 2020. Each monthly payment thereafter is to be paid by the COUNTY to WELLPATH before the 1st day of the month of the month of service.
8.0.1 RENEWAL TERMS. During each renewal period described under paragraph 9.0 below, if any, the base annual amount to be paid by the COUNTY to WELLPATH shall be the annual amount paid during the third year of the TERM plus the greater
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 20 of 67 of (i) Two and One-Half Percent (2.5%) and (ii) the Consumer Price Index – All Urban Consumers, U.S. City Average, Medical Care Services (1982-84=100), published by the Bureau of Labor Statistics of the U.S. Department of Labor.
8.0.2 PER DIEM RATE. The base annual amount is calculated upon an MADP of 650 inmates. In the event, during any month within the TERM or any renewal period thereafter, the MADP exceeds 650 inmates, then the compensation paid to WELLPATH shall be increased, for the month of the average increase, by the proposed per diem rate as described below multiplied times the number of inmates above 650. If the MADP is under 650 inmates, during any month within the TERM or any renewal period thereafter, then the compensation paid to WELLPATH shall be decreased, for the month of the average decrease, by the proposed per diem rate multiplied times the number of inmates below 650. The WELLPATH proposed per diem rate is $4.00 per inmate per day. The per diem rate is meant to cover changes in variable cost items such as, but not limited to, pharmacy, X-ray, laboratory, and medical and dental supplies. It is not meant to provide compensation for any change in staffing that might become necessary in the event of a sustained significant change in inmate population. In the event of a sustained significant change in inmate population, it may be necessary for the COUNTY and WELLPATH to negotiate appropriate change in HEALTH CARE STAFF.
8.1 QUARTERLY RECONCILIATION PROCESS. WELLPATH will provide a quarterly reconciliation with the COUNTY for any amounts owed by either party pursuant to the terms of this AGREEMENT, including, but not limited to:
8.1.1 ADJUSTMENT FOR MADP. The quarterly reconciliation shall include a per diem adjustment based on changes in the MADP at the rates set forth in paragraph 8.0.2.
8.1.2 ADJUSTMENT FOR COURT TESTIMONY. The quarterly reconciliation shall include staffing costs for any court testimony provided by WELLPATH’s HEALTH CARE STAFF, as stated in paragraph 1.3, at the current hourly rate paid to the employee providing said court testimony.
ARTICLE IX TERM AND TERMINATION
9.0 TERM. The term of this AGREEMENT shall be three (3) years, beginning on the Effective Date at 12:01 a.m. and ending at 11:59 p.m. on May 31, 2023. This AGREEMENT may be renewed for additional one year periods with mutually agreed upon increases, upon mutual consent of the COUNTY and WELLPATH..
9.1 TERMINATION FOR LACK OF APPROPRIATIONS. It is understood and agreed that this AGREEMENT shall be subject to annual appropriations by the COUNTY.
9.1.1 Recognizing that termination for lack of appropriations may entail substantial costs for WELLPATH, the COUNTY and the Director of Corrections shall act in good faith and make every effort to give WELLPATH reasonable advance notice of any potential problem with funding or appropriations.
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 21 of 67 9.1.2 If future funds are not appropriated for this AGREEMENT, and upon exhaustion of existing funding, the COUNTY and Director of Corrections may terminate this AGREEMENT without penalty or liability, by providing a minimum of sixty (60) days advance written notice to WELLPATH.
9.2 TERMINATION DUE TO WELLPATH’S OPERATIONS. The COUNTY reserves the right to terminate this AGREEMENT immediately upon written notification to WELLPATH in the event that WELLPATH discontinues or abandons operations, is adjudged bankrupt or is reorganized under any bankruptcy law, or fails to keep in force any required insurance policies. Both parties agree that termination under this provision will be considered without cause.
9.3 TERMINATION FOR CAUSE. The AGREEMENT may be terminated for cause under the following provisions:
9.3.1 TERMINATION BY WELLPATH. Failure of the COUNTY and/or Director of Corrections to comply with any provision of this AGREEMENT shall be considered grounds for termination of this AGREEMENT by WELLPATH upon sixty (60) days advance written notice to the COUNTY specifying the termination effective date and identifying the “basis for termination.” The COUNTY shall pay for services rendered up to the date of termination of the AGREEMENT. Upon receipt of the written notice, the COUNTY shall have ten (10) days to provide a written response to WELLPATH. If the COUNTY provides a written response to WELLPATH which provides an adequate explanation for the “basis for termination” and the COUNTY cures the “basis for termination” to the satisfaction of the WELLPATH, the sixty (60) day notice shall become null and void and this AGREEMENT will remain in full force and effect. Termination under this provision shall be without penalty to WELLPATH.
9.3.2 TERMINATION BY COUNTY. Failure of WELLPATH to comply with any provision of this AGREEMENT shall be considered grounds for termination of this AGREEMENT by the Director of Corrections or the COUNTY who shall provide sixty (60) days advanced written notice specifying the termination effective date and identifying the “basis for termination.” The COUNTY shall pay for services rendered up to the date of termination of the AGREEMENT. Upon receipt of the written notice WELLPATH shall have ten (10) days to provide a written response to the COUNTY. If WELLPATH provides a written response to the COUNTY which provides an adequate explanation for the “basis of termination,” or cures the “basis for termination” to the satisfaction of the Director of Corrections, the sixty (60) day notice shall become null and void and this contract will remain in full force and effect. Termination under this provision shall be without penalty to the Director of Corrections or the COUNTY.
9.4 TERMINATION WITHOUT CAUSE. Notwithstanding anything to the contrary contained in this AGREEMENT, the Director of Corrections, the COUNTY or WELLPATH may, without prejudice to any other rights it may have, terminate this AGREEMENT for their convenience and without cause by giving one hundred eighty (180) days’ advance written notice to the other party.
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 22 of 67 9.5 COMPENSATION UPON TERMINATION. If any of the above termination clauses are exercised by any of the parties to this AGREEMENT, the COUNTY shall pay WELLPATH for all services rendered by WELLPATH up to the date of termination of the AGREEMENT regardless of the COUNTY’S failure to appropriate funds.
9.6 PROPERTY DISPOSITION UPON TERMINATION. Upon termination of this AGREEMENT, WELLPATH shall be allowed to remove from the LCDOC any stock medications or supplies purchased by WELLPATH that have not been used at the time of termination. WELLPATH shall also be allowed to visually inspect and remove its property from the LCDOC including but limited to, WELLPATH owned medical equipment, computers, its proprietary Policies and Procedures, Manuals, Training Material, and Forms and COUNTY agrees to maintain as confidential all WELLPATH materials, documents or reports marked as confidential or proprietary.
ARTICLE X LIABILITY AND RISK MANAGEMENT
10.0 INSURANCE COVERAGE. WELLPATH shall, at its sole cost and expense, procure and maintain during the term of this AGREEMENT, the following coverage and limits of insurance:
10.0.1 MEDICAL MALPRACTICE/PROFESSIONAL LIABILITY. Medical Malpractice/ Professional Liability insurance in an amount not less than $1,000,000 per occurrence and $3,000,000 in the aggregate.
10.0.2 COMPREHENSIVE GENERAL LIABILITY. Comprehensive General Liability insurance in an amount not less than $1,000,000 per occurrence and $3,000,000 in the aggregate.
10.0.3 WORKER’S COMPENSATION. Worker’s Compensation coverage as required by applicable state law.
10.0.4 EMPLOYER’S LIABILITY. Employer’s Liability insurance in an amount up to $1,000,000.
10.0.5 COMPREHENSIVE AUTOMOBILE LIABILITY INSURANCE. Comprehensive AUTO MOBILE Liability Insurance with combined single limits for bodily and property damage of $1,000,000 and no annual aggregate on an occurrence form. WELLPATH shall also maintain Statutory Uninsured Motorist Coverage, Hired and Non-Owned Coverage, and Motor Carrier Act Endorsement.
10.1 ENDORSEMENTS. The Comprehensive General Liability and the Professional Liability policies shall contain additional endorsements naming the LCDOC as an additional insured with respect to liabilities arising out of the performance of services under this AGREEMENT.
10.2 PROOF OF INSURANCE. WELLPATH shall provide the COUNTY proof of professional liability or medical malpractice coverage for WELLPATH’s HEALTH CARE STAFF, employees, agents and subcontractors, for the term services are provided under this AGREEMENT. WELLPATH shall promptly notify the COUNTY, in writing, of each material change in coverage, reduction in policy amounts or cancellation of insurance
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 23 of 67 coverage. If WELLPATH fails to provide proof of adequate insurance within a reasonable time under the circumstances, then the COUNTY shall be entitled to terminate this AGREEMENT without penalty to the COUNTY or the Director of Corrections pursuant to the terms of Article IX.
10.3 INDEMNIFICATION. WELLPATH agrees to indemnify and hold harmless the COUNTY, its officials, agents, and employees from and against any and all claims, actions, lawsuits, damages, judgments or liabilities of any kind whatsoever caused by, based upon or arising out of any act, conduct, misconduct or omission of WELLPATH, its agents, employees, or independent contractors in connection with the performance or non- performance of its duties under this AGREEMENT. The COUNTY agrees to indemnify and hold harmless WELLPATH, its officials, agents, and employees from and against any and all claims, actions, lawsuits, damages, judgments or liabilities of any kind whatsoever caused by, based upon or arising out of any act, conduct, misconduct or omission of COUNTY, its agents, employees, or independent contractors. The COUNTY and Director of Corrections agree to promptly notify WELLPATH in writing of any incident, claim or lawsuit of which they become aware and shall fully cooperate in the defense of such claim. The COUNTY and Director of Corrections agree that WELLPATH’s indemnification and defense obligations do not apply for any costs or expenses, including attorney’s fees or settlements, incurred or effected prior to written notice to WELLPATH as set forth above. Upon written notice of claim, WELLPATH shall take all steps necessary to promptly defend and protect the COUNTY and Director of Corrections from an indemnified claim, including retention of defense counsel, and WELLPATH shall retain sole control of the defense while the action is pending, to the extent allowed by law.
10.4 HIPAA. WELLPATH, the COUNTY, LCDOC, and Director of Corrections and their employees, agents and subcontractors shall fully comply with, and shall implement all necessary policies and/or procedures in order to comply with, the requirements of HIPAA as it applies to the services provided under this AGREEMENT. The COUNTY, LCDOC and Director of Corrections and their employees and agents shall indemnify and hold harmless WELLPATH from and against any claims of any kind made as a result of alleged or actual violations of HIPAA by the COUNTY, the Director of Corrections and their employees, agents and subcontractors, unless such claims are proven to be caused by the sole negligence or willful misconduct of WELLPATH.
ARTICLE XI CONTRACT CONSTRUCTION
11.0 INCORPORATED BY REFERENCE. All Exhibits attached hereto are part of this AGREEMENT. When applicable, the RFP and the Proposal are incorporated herein by reference to the extent not inconsistent with this AGREEMENT.
11.1 ORDER OF PRECEDENCE. In the event of a conflict, ambiguity of inconsistency among this AGREEMENT and any Attachments of Exhibits named herein that are attached and incorporated by reference, such conflict shall be resolved by applying the following order of precedence:
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 24 of 67 11.1.1 This AGREEMENT (including all Exhibits) 11.1.2 The PROPOSAL 11.1.3 COUNTY Answers to Questions 11.1.4 The RFP 11.1.5 Applicable law
11.2 PENALTY GRACE PERIOD. Any penalty that could be or is assessed to, or any credit that could be or is due from WELLPATH under this AGREEMENT, the Proposal or the RFP shall be waived and no amount shall be due from WELLPATH during the period beginning at 12:01 a.m. (E.S.T.) on the Effective Date and ending one hundred twenty (120) consecutive days thereafter.
ARTICLE XII MISCELLANEOUS
12.0 INDEPENDENT CONTRACTOR STATUS. It is mutually understood and agreed, and it is the intent of the parties hereto that an independent contractor relationship be and is hereby established under the terms and conditions of this AGREEMENT. Nothing in this AGREEMENT shall be construed to create an agency relationship, an employer/employee relationship, a joint venture relationship, or any other relationship allowing the COUNTY or Director of Corrections to exercise control or direction over the manner or methods by which WELLPATH, its employees, agents or subcontractors perform hereunder, or WELLPATH to exercise control or direction over the manner or methods by which the COUNTY or the Director of Corrections, and their employees, agents or subcontractors perform hereunder, other than as provided in this AGREEMENT.
12.1 SUBCONTRACTING. In performing its obligations under the AGREEMENT, it is understood that WELLPATH is not licensed or otherwise authorized to engage in any activity that may be construed or deemed to constitute the practice of medicine, dentistry, optometry, or other professional healthcare service requiring licensure or other authorization under state law. To comply with these requirements WELLPATH may engage physicians or other clinicians as independent contractors (“Contract Professionals”), rather than employees, in order to supply the clinical services required under this AGREEMENT. WELLPATH shall engage Contract Professionals that meet the applicable professional licensing requirements and WELLPATH shall exercise administrative supervision over such Contract Professionals as necessary to insure the fulfillment of the obligations contained in this AGREEMENT. Contract Professionals shall provide clinical services under this AGREEMENT in a manner reasonably consistent with the independent clinical judgment that the Contract Professional is required to exercise. It is further understood that WELLPATH may subcontract for specialized services such as pharmacy, medical waste, medical supplies and other services or supplies which it is required to provide under this AGREEMENT.
12.2 AGENCY. For purposes of asserting any statutory rights afforded to the COUNTY or the LCDOC to pay providers for medical services at certain reduced rates, COUNTY and/or Director of Corrections designate WELLPATH as their agent to assert such rights and privileges.
12.3 EQUAL EMPLOYMENT OPPORTUNITY. WELLPATH will not discriminate against any employee or applicant for employment because of race, color, religion, sex, ancestry, national origin, place of birth, marital status, sexual orientation, age or handicap unrelated
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 25 of 67 to a bona fide occupational qualification of the position or because of status as a disabled veteran or Vietnam-Era veteran. WELLPATH will distribute copies of its commitment not to discriminate to all persons who participate in recruitment, screening, referral and selection of job applicants, and to prospective job applicants.
12.4 WAIVER OF BREACH. The waiver of 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.
12.5 OTHER CONTRACTS AND THIRD-PARTY BENEFICIARIES. The parties acknowledge that WELLPATH is neither bound by or aware of any other existing contracts to which either the Director of Corrections or the COUNTY are a party and which relate to the providing of health care to INMATES/DETAINEES at the LCDOC. The parties agree that they have not entered into this AGREEMENT for the benefit of any third person or persons, and it is their express intention that this AGREEMENT is for their respective benefits only and not for the benefits of others who might otherwise be deemed to constitute third-party beneficiaries thereof.
12.6 FORCE MAJEURE. In case performance of any terms or provisions hereof shall be delayed or prevented because of compliance with any law, decree or order of any governmental agency or authority of local, State or Federal governments or because of riots, war, terrorism, explosions, acts of civil or military authority, acts of public enemy, public disturbances, lack of adequate security escorts, strikes, lockouts, differences with workers, earthquakes, fires, floods, pandemics/epidemics, Acts of God or any other reason whatsoever which is not reasonably within the control of the party whose performance is interfered with and which, by the exercise of reasonable diligence, said party is unable to prevent; the party so suffering may, at its option, suspend, without liability, the performance of its obligations hereunder during the period such cause continues.
12.7 ASSIGNMENT. Except as otherwise provided herein, no party to this AGREEMENT may assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other parties.
12.8 NOTICES. Any notice of termination, requests, demands or other communications under this AGREEMENT shall be in writing and shall be deemed delivered: (a) when delivered in person to a representative the parties listed below; (b) upon receipt when mailed by overnight courier service, mailed by first-class certified or registered mail, return receipt requested, addressed to the party at the address below; or (c) upon confirmation of receipt if sent by facsimile to the fax number of the party listed below:
If for WELLPATH: If for COUNTY: Wellpath LLC Solicitor’s Office General Counsel Luzerne County Courthouse 1283 Murfreesboro Rd., Ste. 500 200 N. River Street Nashville, TN 37217 Wilkes Barre. PA 18702
Such address or facsimile number may be changed from time to time by either party by providing written notice as provided above.
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 26 of 67 12.9 GOVERNING LAW. This AGREEMENT shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to the conflicts of laws or rules of any jurisdiction.
12.10 EXECUTION AUTHORITY. By their signature below, each signatory individual certifies that they are the properly authorized agent or officer of the applicable party hereto and have the requisite authority necessary to execute this Agreement on behalf of such party, and each party hereby certifies to the other than any resolutions necessary to create such authority have been duly passed and are now in full force and effect.
12.11 SURVIVAL. The following provisions will survive any termination or expiration of the AGREEMENT: 1.15, Article VIII, Article IX and Article X.
12.12 COUNTERPARTS. This AGREEMENT may be executed in several counterparts, each of which shall be considered an original and all of which shall constitute but one and the same instrument.
12.13 TITLES OF PARAGRAPHS. Titles of paragraphs are inserted solely for convenience of reference and shall not be deemed to limit, expand or otherwise affect the provisions to which they relate.
12.14 SEVERABILITY. In the event that any one or more provisions of this AGREEMENT shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this AGREEMENT and this AGREEMENT shall be construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein.
12.15 ENTIRE AGREEMENT. This AGREEMENT constitutes the entire agreement of the parties and is intended as a complete and exclusive statement of the promises, representations, negotiations, discussions and agreements that have been made in connection with the subject matter hereof. This AGREEMENT may be amended at any time, but only with the written consent of all parties.
IN WITNESS WHEREOF, the parties have caused this AGREEMENT to be executed as their official act by their respective representative, each of whom is duly authorized to execute the same.
AGREED TO AND ACCEPTED AS STATED ABOVE:
County of Luzerne, Pennsylvania WELLPATH, LLC
By: ______By:______AUTHORIZED PERSON Title: TITLE Title: ______
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 27 of 67
Date: ______Date: ______
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 28 of 67 EXHIBIT A
Wellpath Proposed Staffing for Luzerne County Division of Corrections MADP 650 Tue Su Title Mon s Wed Thu Fri Sat n Week FTEs Days Medical Director (Physician) 3 3 3 9 0.225 Mid-Level* 6 6 6 18 0.45 Health Services Administrator 8 8 8 8 8 40 1.00 Chronic Care RN 8 8 8 8 8 40 1.00 AA/ Records Clerk 8 8 8 8 8 40 1.00 RN 4 4 4 4 4 12 12 44 1.10 Director of Nursing 8 8 8 8 8 40 1.00 Dentist 4 4 8 0.20 Dental Assistant 4 4 8 0.20 Psychiatrist* 4 4 8 0.20 Psychiatric Mid-Level* 8 8 8 8 8 40 1.00 Psychologist* 3 3 0.075 Counselor/MH Coordinator- LCSW 8 8 8 8 8 40 1.00 Counselor- LCSW 16 16 16 16 16 8 8 96 2.40 Subtotal 434 10.850 Nights RN 12 12 12 12 12 12 12 84 2.10 Subtotal 84 2.10 TOTAL 518 12.950
*May substitute one hour of physician time for two hours of mid-level practitioner time, or two hours of mid-level practitioner time for one hour of physician time, as necessary and with client approval.
Note; The Health Services Administrator is not required to hold an active Pennsylvania RN license (as specified in the RFP), but to hold a bachelor’s degree in a related clinical field. The Director of Nursing will oversee the nursing services at the LCDOC, including supervising Wellpath RNs and the County’s Licensed Practical Nurses (LPNs), and providing additional staff during nursing vacancies.
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 29 of 67 AGENDA SUBMITTAL TO LUZERNE COUNTY COUNCIL
ITEM TITLE COUNCIL MEETING AGENDA A Resolution by the Luzerne County Council DATE NUMBER approving a contract with Elite Revenue Services, March 10, 2020 LLC for the collection of Delinquent Real Estate Tax Services. Dept: Budget and Financial Services Contact: Brian Swetz Phone: 570-825-1545
DEPARTMENTAL RECOMMENDATION:
Approve a Resolution authorizing the County Manager to execute a contract with Elite Revenue Solutions, LLC for the collecting of Delinquent Real Estate Taxes and related services.
SUMMARY:
The County of Luzerne has used Northeast Revenue Services, LLC to collect delinquent taxes since May 5, 2010. A contract with Northeast Revenue Services, LLC from June 11, 2014 to December 31, 2017 was approved by County Council. This contract included two one year extensions which were utilized. The last extension expired on December 31, 2019.
Due to the County Council “lame duck” status after the November 2019 election, a contract extension was signed on December 19, 2019 thru June 30, 2020. This was done to give the new Council the opportunity to vote on the new contract.
County Administration appointed a 5 member committee which included four internal members and one external member to review the Collection of Delinquent Real Estate Taxes RFP. Four proposals were received. The committee agreed to interview the top three proposals. These interviews were conducted on July 23, 2019.
The committee unamiously recommended Northeast Revenue Services, LLC to be awarded the Delinquent Real Esate Taxes RFP.
Since that time, Northeast Revenue Services, LLC has changed its structure and as a successor entity formed Elite Revenue Solutions, LLC. Elite Revenue Solutions, LLC is the successor in interest.
This term of the contract would be from April 1, 2020 to December 31, 2022 with two one-year extensions available.
FINANCING:
None. Per the proposed contract, Elite Revenue Solutions, LLC will collect for the County at no cost.
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 30 of 67 DISCUSSION:
The County had a contract since May 5, 2010 with Northeast Revenue Services, LLC to collect delinquent taxes. County Administration recommends entering into a contract with Elite Revenue Solutions, LLC the successor in interest to Northeast Revenue Services, LLC.
ALTERNATIVES:
The County would need to re-post the RFP since the alternative proposals discussed adding or changing ordinances to the Home Rule Charter. The alternative vendors that responded to the RFP rely heavily on call centers that are out of the area and add additional fees to the indebted taxpayers.
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 31 of 67 RESOLUTION R-2020-____ LUZERNE COUNTY COUNCIL
A Resolution by the Luzerne County Council Approving a Contract with Elite Revenue Solutions, LLC for the Collection of Delinquent Real Estate Tax Services.
WHEREAS, Luzerne County is authorized by the Real Estate Tax Sale Law, 72 P.S. 5860.101 (RETSL), and the Municipal Tax Claims Lien Act, 53 P.S. 7101 (MTCLA) to receive and collect delinquent property taxes; and
WHEREAS, the RETSL and MTCLA provide for Counties to appoint and compensate agents for the collection and distribution of taxes, in lieu of or in addition to creating a bureau; and
WHEREAS, Luzerne County has determined that the operation of a tax claim bureau has been enhanced by privatization; and
WHEREAS, Luzerne County advertised a request for proposals to pursue the collections of delinquent property taxes though a private entity; and
WHEREAS, Northeast Revenue Services, LLC submitted a Proposal with for the collection of real estate taxes; and
WHEREAS, after the submission of a proposal for the collection of delinquent taxes by Northeast Revenue Services, LLC highlighting their developed unique expertise and experience in the collection of delinquent accounts and taxes, Luzerne County desires said expert assistance; and
WHEREAS, Elite Revenue Solutions, LLC is the successor in interest of Northeast Revenue Services, LLC;
NOW, THEREFORE, BE IT RESOLVED, the Luzerne County Council approves the contract with Elite Revenue Solutions, LLC for the collection of delinquent real estate taxes and related services, as outlined in the detailed contract which is incorporated herein by reference, for the term of April 1, 2020 through December 31, 2022 with the option of two (2) one (1) year extensions.
This resolution shall become effective six days after adoption.
ADOPTED at a meeting of the Luzerne County Council held ______, 2020.
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 32 of 67 LUZERNE COUNTY COUNCIL
ROLL CALL VOTE: AYES- NAYS-
.
By:______Tim McGinley, Chair Attest:______Sharon Lawrence, Clerk of Council ______C. David Pedri, Esquire County Manager
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 33 of 67 CONTRACT FOR THE COLLECTION OF DELINQUENT REAL ESTATE TAXES AND RELATED SERVICES FOR LUZERNE COUNTY, PENNSYLVANIA
This Agreement made this ______day of ______, ______, by and between Elite
Revenue Solutions, LLC, a Pennsylvania limited liability company with its principal place of
business located at 1170 Highway 315, suite 5, Plains PA 18702, Luzerne County, Pennsylvania
(hereinafter referred to as "Elite Revenue Solutions") and Luzerne County, with its principal
place of business located at 200 North River Street. Wilkes-Barre, Luzerne County, Pennsylvania
18711.
WHEREAS, Luzerne County is authorized by the Real Estate Tax Sale Law. 72 P.S.
§5860.101 et seq. (hereinafter referred to as "RETSL"), and the Municipal Tax Claims Lien Act,
53 P.S. § 7101 et seq. (hereinafter referred to as "MTCLA") to receive and collect delinquent
property taxes and give proper receipt thereof when payment is offered and to make distribution
of monies received as provided for in the Act;
WHEREAS, RETSL and MTCLA provide for, in lieu of or in addition to creating a
bureau, Counties are authorized to provide by ordinance for the appointment and compensation of
such agents, clerks, collectors, and other assistants and employees, either under existing
departments, in private sector entities, or otherwise as may be deemed necessary for the collection
and distribution of taxes under these Acts.
WHEREAS, Luzerne County has determined that the operation of a tax claim bureau may
be enhanced by privatization;
WHEREAS, Luzerne County has determined that the operation of a tax claim bureau may
be enhanced by privatization;
WHEREAS, Northeast Revenue developed unique expertise and experience in the
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 34 of 67 collection of delinquent accounts and taxes;
WHEREAS, in response to a recent Request for Proposals, Northeast Revenue
Services, LLC submitted a Proposal for the collection of delinquent real estate taxes and
related services; and
WHEREAS, Elite Revenue Solutions, LLC is the successor in interest to Northeast
Revenue, LLC; and
WHEREAS, Luzerne County desires to contract for expert assistance in the collection
of delinquent taxes pursuant to RETSL and MTCLA.
NOW, THEREFORE, in consideration of the mutual promises and of the mutual
agreement herein contained and intending to be legally bound hereby, Luzerne County and
Elite Revenue Solutions, LLC agree as follows.
1. Collection of Delinquent Taxes. Luzerne County agrees to retain and employ
Elite Revenue Solutions and Elite Revenue Solutions agrees to serve Luzerne County upon
the terms and conditions herein set forth herein.
2. Duties. Elite Revenue Solutions shall perform all of the functions of and act as
the County Tax Claim Bureau under the RETSL and MTCLA for Luzerne County. Elite
Revenue Solutions shall act in the best interests of Luzerne County giving due consideration
to customary and usual standards of prudent Tax Claim Bureau practices. This requirement
places a duty on Elite Revenue Solutions to make a reasonable determination which statute
will provide Luzerne County with the maximum chance of recovery for a given tax claim.
Elite Revenue Solutions shall act at all times in accordance with the RETSL and/ or MTCLA
and the Luzerne County Local Rules of Civil Procedure. Elite Revenue Solutions shall
comply with all RETSL and MTCLA notice requirements including mailing certified
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 35 of 67 mailing, posting and publication required up to the discharge of the Tax Claim or sale of the
property the costs, fees and expenses of which are fully borne by the property owner or
County as applicable. When operating the Tax Claim Bureau the duties of Elite Revenue
Solutions shall include the following:
a) Elite Revenue Solutions shall perform all reasonable and statutorily required
Tax Claim Bureau duties pertaining to, inter alia, the Upset Sale, Private Sale, Judicial Sale
process and Repository sales.
b) Elite Revenue Solutions shall work in cooperation with all County
Departments.
c) Elite Revenue Solutions shall maintain lines of communication with the
County to keep up performance goals.
d) Elite Revenue Solutions shall retain its own legal counsel with the approval of
the county solicitor to provide legal advice as to compliance with laws regulating the manner,
extent, Methods, and practices of debt collection in Pennsylvania at no additional cost to the
County.
e) Elite Revenue Solutions shall promptly notify the County solicitor in writing
of any event, circumstance, or occurrence of which it has actual knowledge that may, in the
reasonable opinion of Elite Revenue Solutions, materially adversely affect: (i) the terms of any
Tax Claim, including any legal challenges filed in any judicial or administrative proceeding
(whether in a foreclosure or bankruptcy proceeding or otherwise) to the amount, the
enforceability, or the priority of any Tax Claim; (ii) the Property related to such Tax Claim; or
(iii) the ability of Elite Revenue Solutions to service any Tax Claim or to otherwise perform and
carry out its duties, responsibilities and obligations.
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 36 of 67 f) Pursuant to RETSL and MTCLA, the County Solicitor is legal advisor and
counsel to the Tax Claim Bureau. Under these laws, the Solicitor may appoint such assistant
solicitors at such salaries as shall be allowed by the County Manager. In light of the privatization
of the Tax Claim Bureau functions, Elite Revenue Solutions will designate and compensate its
own legal counsel for Tax Claim purposes. Elite Revenue Solutions’ in house counsel shall be
exclusively responsible to ensure Elite Revenue Solutions’ compliance with RETSL and
MTCLA. Any and all actions required to collect the real estate taxes from the initial receipt of
land returns, through litigation the tax sale notification process, the tax sale process, and any and
all post sale litigation and appeals, including but not limited to bankruptcy and Adversary
proceedings shall be undertaken exclusively by the in house legal counsel for Elite Revenue
Solutions. There shall be no additional cost to the County for any such representation.
g) In the event a petition in bankruptcy is filed affecting any property, property
owner, or tax claim, Elite Revenue Solutions shall immediately cease collection efforts (other
than through the Bankruptcy Courts or other applicable proceedings), and Elite Revenue
Solutions shall have the obligation of notifying County upon receipt of a notice of bankruptcy.
Elite Revenue Solutions shall file or cause to be filed a proof of claim ("POC") for all amounts
outstanding under the related Tax Claim listing the County as a creditor, and Elite Revenue
Solutions shall exclusively handle all bankruptcy proceedings, including, inter alia, all Adversary
Proceedings.
h) To the extent required by RETSL and/ or MTCLA, Elite Revenue Solutions
shall be under obligation to pursue any deficiency judgment or to bring any collection action
against any assets of the property owner other than the Property.
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 37 of 67 i) Elite Revenue Solutions shall collect, on behalf of the County, the outstanding tax
balances with respect to the Tax Claims on the Tax Claim Schedule, RETSL Expenses and any
associated Servicing Expenses, MTCLA Expenses and any costs and fees, all in full compliance
with all applicable Federal, State and local laws, including RETSL and MTCLJ and all such other
laws relative to debt collection activities. Collection attempts shall include and not be limited to
telephone calls, collection letters, skip tracing and such other efforts as Elite Revenue Solutions in
its discretion, believes will result in a cost effective collection. Further, and in accordance with
the RETSL and/or MTCLA, Elite Revenue Solutions shall engage in "alternative notification
efforts" as set forth, including but not limited to internet searches, postal searches, phone book
searches, and any other reasonable means of ascertaining the location of delinquent tax payers.
Elite Revenue Solutions shall maintain a log of its additional efforts for notification purposes. In
carrying out its obligations, Elite Revenue Solutions shall act in a responsible business-like
manner and in accordance with (i) good and accepted commercial practice; (ii) good faith with
commercially reasonable conduct; and, (iii) all applicable laws and regulations governing the
collection of debt, including, but not limited to, RETSL. Elite Revenue Solutions shall interact
with property owners in a courteous and professional manner and shall treat all property owners
consistently and without favoritism,
j) Elite Revenue Solutions shall prepare and disseminate dunning letters to the
owners of record of the identified properties with delinquent taxes due and outstanding in the
County, ensuring that such preparation and dissemination is in full compliance with all applicable
Federal, State and local laws, including RETSL and MTCLA, and, without limitation, such laws
relative to debt collection activities and notice requirements for seizure and sale or property by
County in satisfaction of delinquent taxes, if necessary,
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 38 of 67 k) If necessary, Elite Revenue Solutions shall make appropriate and lawful
follow-up calls in coordination with the dissemination of dunning letters to the owners of record
of the identified properties with delinquent ad valorem taxes due and outstanding, ensuring that
such preparation and dissemination is in full compliance with all applicable Federal, State, and
local laws, including RETSL and MTCLA, and including, without limitation, such laws relative
to debt collection activities,
l) Elite Revenue Solutions shall maintain complete and accurate records of all
correspondence, telephone calls and/or other communications relative to the services provided to
the County, subject to inspection by the County during normal business hours.
m) Elite Revenue Solutions shall provide County with a monthly report in a form
acceptable to the County, of the following: (i) satisfaction statistics on the outstanding Tax
Claims and Properties in the Repository which will be broken down by parcel number,
jurisdiction and amount; (ii) Service Fees and Servicing Expenses; and, (iii) outstanding litigation
update. Each monthly report shall also include a quantitative and qualitative analysis of the
month's and year-to-date activity, including, without limitation, the percentage of resolved
delinquencies, projected collections for the next month, and actual collections for the reported
month.
n) Elite Revenue Solutions shall provide the County at no additional cost with on-
site training related to the County's involvement in the collection process.
o) County shall provide, in electronic format and certify to Elite Revenue
Solutions all tax information in its possession or the possession of the current Service Provider
relating to Tax Claims, on or prior to the commencement date of this Agreement.
p) County shall provide on or prior to the commencement date of this Agreement
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 39 of 67 and of the servicer the most recent full copy of the Tax Claim Program used to store and
maintains the data, tables. queries, forms, reports, template, macros, modules and code that relate
to the daily operations and reporting requirements of the County's Document Service Providers
activities with administrative read, write, and execute permission on that copy, including the most
recent full copy of any auxiliary or backend databases, system references, and procedures linked
in the referenced access program or the means by which to directly access elements (the "data").
q) As of the commencement of this Agreement, Luzerne County will not be
required to advance any additional funding for the Tax Claim Bureau including, but not limited
to, salaries, expenses, costs of the sale, notification costs, constable costs, service costs or any
cost of any other nature.
r) Elite Revenue Solutions shall consult with the County and local tax collectors
in order to establish timelines and protocols. Specifically, Elite Revenue Solutions shall work
with local tax collectors to ensure that delinquent accounts are returned on a timely basis in order
for the delinquent notices to be issued on or before March 1st
s) Elite Revenue Solutions will keep two payment centers - one in the City of
Hazleton and another located at the Luzerne County Courthouse. Those payment centers will both
remain open during the duration of the Agreement.
t) Elite Revenue Solutions shall provide the Sheriff’s Office with three printers to
aid in its duties under this Agreement.
3. Term. The contract term is from April 1, 2020 through December 31, 2022. It is
the intention of the parties that this contract shall have the option of two (2) one (1) year
extensions available to the parties. In the event the County wishes to exercise its option to extend
the contract, it shall, no less than ninety (90) days prior to termination of the then-current term,
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 40 of 67 provide Elite Revenue Solutions with written notice of its desire to extend the contract. The
parties reserve the right to add additional extensions to this contract upon written agreement by
the parties.
4. Certification Regarding Criminal Matters. Elite Revenue Solutions certifies after
reasonable inquiry and to the best of its knowledge, information, and belief that none of its
current owners, officers, employees, and/or subcontractors have been or expect to be arrested,
charged, indicted, and/or have received or expect to receive “target of investigation” letters
by/from any law enforcement agency of the federal, state or local government; Further, Elite
Revenue Solutions agrees to immediately notify County if, during the term of this agreement, it,
or any of its owners, officers, employees, or subcontractors is arrested, charged, indicted, and/or
receives a “target of investigation” letter or any other notification that it/he/she/they are the
subject of an investigation by law enforcement. Upon any of the circumstances listed in this
section, this Agreement shall be subject to immediate termination at the option of County and
Elite Revenue Solutions shall: 1) return all data to County in a usable format as directed by
County; and, 2) reimburse County for all expenses related to its need to secure an alternate vendor
for the services herein provided.
5. Relationship of Parties. Elite Revenue Solutions shall perform its services under
this Agreement as an independent contractor. Elite Revenue Solutions represents and warrants
that it stands as an independent contractor in relation to Luzerne County and that it is not a
partner, officer, agent, servant or employee of Luzerne County. Elite Revenue Solutions further
represents and warrants that it shall assume all obligations and duties of an independent
contractor and that it shall hold Luzerne County harmless from all liabilities, actions, suits, audits,
assessments, or other claims made by or brought by any person, corporation, tax authority,
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 41 of 67 governmental agency, or entity and from reasonable attorneys' fees and costs in defending against
the same.
6. Compensation.
a) Under RETSL, Elite Revenue Solutions and Luzerne County shall share the
statutory commission in the amount of five (5%) percent as follows:
1. Elite Revenue Solutions shall retain the statutory commission of five (5%)
percent levied on municipal and school taxes.
2. Luzerne County shall be paid the statutory commission in the amount of five
(5%) percent which is levied on Luzerne County taxes.
b) Under MTCLA, Elite Revenue Solutions will be authorized to charge
delinquent taxpayers a fee in the amount of Thirty ($30) Dollars for the preparation and filing of
each municipal lien. In addition. North Revenue will remit to Luzerne County a fee in the amount
of five (5) percent of the delinquent taxes which represent the cost of collection under the
MCTLA.
c) Elite Revenue Solutions shall contemporaneously herewith enter into a Lease
Agreement with Luzerne County whereby it shall pay Luzerne County for rental of the Tax Claim
Office located in the Luzerne County Courthouse. Said Lease will contain a Confession of
Judgment clause in favor of Luzerne County.
d) In addition to the five (5%) percent commission and the reimbursement for
expenses as provided in RETSL, Elite Revenue Solutions will also be permitted to retain monies
received for charges as permitted by the RETSL.
e) Elite Revenue Solutions shall pay the County of Luzerne for all service fees,
filing fees or other similar fees levied in performance of this contract. In the event this agreement
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 42 of 67 terminates for any reason, or, if after the expiration of the term of the Agreement, Elite Revenue
Solutions does not enter into a new agreement with Luzerne County, Luzerne County shall
reimburse Elite Revenue Solutions for all reasonable, outstanding, and demonstrable costs
advanced by Elite Revenue Solutions for which it has not been reimbursed by taxpayers. These
costs include but are not limited to service and filing fees expended by Elite Revenue Solutions
which are not yet recouped at the time of termination.
(f) In the event this agreement terminates for any reason, or if, after the expiration
of the term of the Agreement, Elite Revenue Solutions does not enter into a new agreement with
Luzerne County, Elite Revenue Solutions shall provide to the County all data in a usable,
electronic format as designated by the County within twenty (20) days.
7. Distribution of Monies. Elite Revenue Solutions shall direct all principal and
interest and sums in payment and discharge of tax claim monies collected pursuant to this
Agreement on behalf of Luzerne County be paid to the County's "Deposit Account" on a bi-
weekly basis. All other monies received shall be distributed pursuant to RETSL. 72 PS.
§5860.205 and/ or MTCLA, 53 P.S. §§7102-05.
8. Employees. Elite Revenue Solutions shall retain a minimum of five (5) employees
at the Wilkes-Barre Office and a minimum of one (1) employee at the Hazleton Office and shall
pay all costs associated with the compensation of those employees.
9. Insurance. Elite Revenue Solutions, throughout the term of this Agreement, shall
maintain the following kinds of insurance covering the operations of the Tax Claim Bureau:
a) professional liability insurance of not less than $2,000,000.00;
b) comprehensive general liability insurance (including "civil rights" coverage) of
not less than $2.000.000.00 for personal injury and/or economic injury;
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 43 of 67 c) property damage insurance of not less than $2.000,000.00;
d) errors and omissions insurance of not less than $2.000.000.00;
e) workers' compensation insurance of required amounts; and,
f’) an excess/umbrella policy of $2,000,000.00.
Luzerne County and the Luzerne County Tax Claims Bureau shall be named as
"Additional Insureds" under all such policies of insurance. The policies of insurance shall be
submitted to Luzerne County for review and approval.
10. Indemnification. Elite Revenue Solutions shall indemnify and hold harmless
Luzerne County and Luzerne County Tax Claim Bureau for any and all attorneys' fees.
judgments, costs. and expenses. in conjunction with any claim or litigation arising from any issue
related to the Tax Claim Bureau's functions which have been assumed by Elite Revenue
Solutions.
11. Request for Proposal. Elite Revenue Solutions intends to meet all obligations under
the RFP. All terms of the RFP are expressly recognized and incorporated herein by reference. The
RFP has been attached as "Exhibit A".
12. Entire Agreement. This Agreement contains the entire agreement between the
parties and there are no other terms, obligations, covenants, representations, statements or
conditions, oral or otherwise, of any kind or nature whatsoever. This Agreement may not be
amended and no condition, covenant or obligation may be waived, except by an agreement in
writing signed by Elite Revenue Solutions and Luzerne County.
13. Heading. Headings in this Agreement are for convenience only and are not to be
used for interpreting or construing any provision hereof.
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 44 of 67 14. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania and venue shall be in Luzerne
County Court of Common Pleas.
14 Counterparts. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the
day and year first above written.
WITNESS: Elite Revenue Solutions Services, LLC
______
WITNESS: Luzerne County
______
APPROVED BY LUZERNE COUNTY COUNCIL VIA RESOLUTION ON
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 45 of 67 Luzerne County Council Voting Session April 21, 2020 AGENDA Page 46 of 67 Luzerne County Council Voting Session April 21, 2020 AGENDA Page 47 of 67 Luzerne County Council Voting Session April 21, 2020 AGENDA Page 48 of 67 Luzerne County Council Voting Session April 21, 2020 AGENDA Page 49 of 67 AGENDA SUBMITTAL TO LUZERNE COUNTY COUNCIL
ITEM TITLE COUNCIL MEETING AGENDA A Resolution by the Luzerne County Council DATE NUMBER authorizing the County Manager to execute a lease March 10, 2020 agreement between Luzerne County and Elite Revenue Solutions, LLC. Dept: Budget and Financial Services Contact: Brian Swetz Phone: 570-825-1545
DEPARTMENTAL RECOMMENDATION:
Approve a Resolution authorizing Elite Revenue Solutions, LLC to lease space at 200 North River Street, Wilkes-Barre, PA.
SUMMARY:
The County of Luzerne has leased space in the main courthouse to Northeast Revenue Services, LLC since May 5, 2010. There is a simultaneous recommendation to enter into an agreement with Elite Revenue Solutions, LLC, as successor in interest to Northeast Revenue Service, LLC, for the collection of delinquent taxes. Elite Revenue Solutions, LLC would continue to occupy the same space under a new master lease agreement. The rental amounts of the proposed master lease agreement are as follows:
April 1, 2020 to December 31, 2020 - $5,500 per month
January 1, 2021 to December 31, 2021 - $5,750 per month
January 2022 to December 31, 2022 - $6,000 per month
The payments are payable in advance of the first day of each and every month.
FINANCING:
The County will receive revenue for the rental of this space at the Luzerne County Courthouse.
DISCUSSION:
The County has previously leased this space for Delinquent Real Estate Tax Claim to Northeast Revenue Services, LLC. Elite Revenue Services, LLC is the successor in interest to Northeast Revenue, LLC.
ALTERNATIVES:
The County could not approve the lease at which point it would rever back to County space receiving no rental income or rent the space to a subsequent vendor.
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 50 of 67 RESOLUTION R-2020 LUZERNE COUNTY COUNCIL
A Resolution by the Luzerne County Council Authorizing the County Manager To Execute a Lease Agreement Between Luzerne County and Elite Revenue Services, LLC.
WHEREAS, Northeast Revenue, LLC currently leases the space known as the "Tax Claim Office" in the Luzerne County Courthouse; and
WHEREAS, Elite Revenue Solutions, LLC is the successor in interest to Northeast Revenue Service, LLC; and
WHEREAS, the space is needed in order for Elite Revenue Solutions to conduct the business of collecting delinquent real estate taxes for Luzerne County; and
WHEREAS, Luzerne County is desirous of entering into a 3-year lease with Elite Revenue Solutions, LLC for the rental of space in the main courthouse for the purpose of collecting delinquent taxes.
NOW, THEREFORE, BE IT RESOLVED, the Luzerne County Council authorizes the County Manager to execute a lease agreement between Luzerne County and Elite Revenue Solutions, LLC for the office space in the Luzerne County Courthouse to be used for the "Tax Claim Office" subject to the terms and conditions contained in the Lease Agreement. The Lease Agreement is incorporated in its entirety herein by reference.
This resolution shall become effective six days after adoption.
ADOPTED at a meeting of the Luzerne County Council held ______, 2020.
LUZERNE COUNTY COUNCIL
ROLL CALL VOTE: AYES- NAYS-
By:______Tim McGinley, Chair Attest:______Sharon Lawrence, Clerk of Council ______C. David Pedri, Esquire County Manager
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 51 of 67 Master Lease Agreement
THIS LEASE AGREEMENT, entered into on , 2020 by and between the County of Luzerne, a political subdivision of the Commonwealth of Pennsylvania with its principal place of business located at the Luzerne County Courthouse, 200 North River Street, Wilkes-Barre, Pennsylvania, (hereinafter called "LESSOR") and Elite Revenue Solutions, LLC, a principal place of business located at 1170 Highway 315, Suite 5, Plains, Pennsylvania, (hereinafter called "LESSEE").
R-E-C-I-T-A-L-S
WHEREAS, LESSOR is the owner of the premises located at 200 North River Street, Wilkes- Barre, Luzerne County, Pennsylvania, and desires to rent the office of Tax Claim located thereon/therein to LESSEE for use as a Delinquent Tax Claim Office; and
WHEREAS, LESSEE desires to rent said space for the same purpose identified;
NOW, THEREFORE, the Parties hereto, intending to be legally bound hereby, do agree as follows:
Article 1. Demise, Description, Use and Premises
LESSOR hereby leases to LESSEE, who hereby leases from LESSOR, the demised premises located at and known as the Tax Claim Office in the Luzerne County Courthouse, 200 North River Street, Wilkes-Barre, Pennsylvania, consisting of approximately two thousand seven hundred and forty-one (2,741) square feet of rentable space to be occupied and used for the doings of all things necessary and incidental to LESSEE's business (said space hereinafter called "Leased Premises" or "Demised Premises"), for the term commencing as set forth in Article 2 herein and continuing until terminated as provided herein for the minimum annual rentals as set forth in Article 3 hereof. Article 2. Terms and Use REVISED The term of this lease is as follows: April 1, 2020 through December 31, 2022.
Article 3. Rental
In consideration of the demise and leasing of the Premises aforesaid by LESSOR, the LESSEE covenants and agrees to pay the LESSOR, a monthly rental for the following years at the following rates:
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 52 of 67 Year Per Month Per Year__ April 1, 2020 to December 31, 2020 $5,500.00 $66,000.00
January 1, 2021 to December 31, 2021 $5,750.00 $69,000.00
January 1, 2022 to December 31, 2022 $6,000.00 $72,000.00
Article 4. Tenant Maintenance
LESSEE shall be responsible for all costs associated with communications, telephone and television service, if applicable, to the Demised Premises. LESSOR shall not be responsible for any of these charges. LESSOR shall be responsible for janitorial services for the common areas located in the courthouse outside of the Demised Premises.
Article 5. Taxes
LESSEE shall be responsible for all taxes associated with the Demised Premises, if applicable.
Article 6. Insurance
LESSOR shall be responsible for all real property insurance and inspections for the Demised Premises. LESSEE shall provide for its own contents insurance located upon the Demised Premises.
LESSOR and LESSEE at their respective cost and expense shall carry general public liability insurance, insuring both LESSOR and LESSEE against personal injuries in the amount of at least Two Million and 00/100 ($2,000,000.00) DOLLARS, and not less than One Hundred Thousand and 00/100 ($100,000.00) DOLLARS for damage to property. The LESSEE shall, prior to delivery of possession, deliver a certificate of the insurance company (or an acceptable substitute) issuing such insurance evidencing such coverage, which shall contain a statement to the effect that such coverage may not be canceled without at least thirty (30) days prior written notice to the LESSOR. Such insurance shall in addition cover any loss or damage occurring as a result of any alterations or improvementsREVISED or additions made by LESSEE. If either party shall fail to insure as herein required, the other party may from time to time obtain such insurance for its benefit, the cost of which shall be recoverable from the opposite party on demand.
Article 7. Alterations and Surrender of Premises
LESSEE covenants and agrees that it will not make any structural change(s) without the LESSOR's written consent, which shall not be unreasonably withheld, and without first providing LESSOR with at least thirty (30) days written notice of the proposed change(s) outlining the change(s) in detail. The LESSEE further covenants that it will not proceed with said change(s) until written approval is received from the LESSOR or at least thirty days have elapsed since the LESSOR was notified of the proposed change(s). LESSEE will not in any manner deface or injure the demised premises or any part thereof, and will return the premises promptly to the LESSOR upon termination
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 53 of 67 of this lease. LESSOR, if changes have been approved, shall accept the demised premises, with the approved changes, in as good condition as the same are now in, including the changes made over the term of this lease, loss by fire or other hazard and by ordinary wear and tear excepted. The LESSEE is hereby notified that the demised premises, being located in the Luzerne County Courthouse, are subject to review and approval by the Pennsylvania Historic Museum Commission (PHMC), due to its inclusion on the National Register of Historic Places. No structural changes may be made without the approval of the PHMC and such approval, in addition to LESSOR approval, is the sole responsibility of the LESSEE to obtain.
Article 8. Fixtures and Personal Property
Any trade fixtures, equipment and other property installed in or attached to the demised premises by or at the expense of the LESSEE shall remain the property of the LESSEE and the LESSOR agrees that the LESSEE shall have the exclusive right at any time and from time to time to remove any and all of its trade fixtures, equipment and other property which it may have stored upon or affixed to the demised premises; provided, however, that in the event of such removal, LESSEE shall restore the premises to substantially the same condition in which the premises were at the time LESSEE took possession, loss by fire or other hazard and by ordinary wear and tear excepted. Any such restoration required as set forth in this Article, is subject to the review and approval of the Luzerne County Division of Operations.
It is expressly understood that LESSOR is providing LESSEE with use of certain personal property, indicated in Exhibit A, which is attached hereto. The personal property is identified as furniture, computers, copier(s), data server, phones, etc. The cost of use of this equipment by LESSEE is included in the yearly rent. LESSEE covenants that the personal property of the LESSOR shall be returned to the LESSOR at the termination of this Lease in the same condition, normal wear and tear excepted.
Article 9. Utilities
LESSOR hereby agrees to pay any and all charges made by any public or private utility company for services furnished to LESSEE including all costs for electricity, sanitary sewer, potable and fire water, natural gas, fuel oil, heating and air conditioning. REVISED Article 10. Services/Operating Expenses
LESSOR hereby agrees to pay any and all charges made by any public or private entity for the following services:
Building Security (common areas only) Municipal Solid Waste Removal (limited to office refuse only) Janitorial Services (within the common areas of the Luzerne County Courthouse) at the end of each and every business day. Basic Janitorial Services (within the leased premises) to include trash removal and vacuuming only. LESSEE is solely responsible for security of personal property. LESSOR shall not be responsible in any way for theft of loss of personnel property of the
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 54 of 67 LESSEE within the demised premises or the common areas of LESSOR's property. Snow and winter material removal (as set forth in Article 24) Fire alarm service Smoke alarm service Elevator service HVAC service
Article 11. Assignment and Subletting
LESSEE agrees that no assignment or sublet shall be executed without the prior written approval by the LESSOR. If an assignment is approved by the LESSOR, the LESSEE shall remain liable for the rent, conditions and covenants of this lease, unless LESSOR consents to LESSEE being released of further liability hereunder.
Article 12. LESSOR's Default
If LESSOR defaults in the performance of any term, covenant, or condition required to be performed by it under this LEASE, LESSEE may elect either one of the following:
(a) After not less than ten (10) days notice to LESSOR, LESSEE may remedy such default by any necessary action, and in connection with such remedy may pay expenses and employ counsel. All reasonable sums so expended or obligations incurred by LESSEE in connection therewith shall be paid by LESSOR to LESSEE on demand; and, on failure of such reimbursement, LESSEE may, in addition to any other right or remedy that LESSEE may have, deduct the costs and expenses thereof from rent subsequently becoming due hereunder; or
(b) Elect to terminate this Agreement by giving at least sixty (60) days advance notice to LESSOR of such intention, thereby terminating this Agreement on the date designated in such notice, unless LESSOR shall have cured such default prior to the expiration of the ten (10) day period.
Article 13. LESSEE's Default
If LESSEE shall allow the rent to be in arrears more than ten (10) days after written notice of such delinquency, or shall remainREVISED in default under any other condition of this LEASE for a period of ten (10) days after written notice from LESSOR, or should any person other than LESSEE secure possession of the premises, or any part thereof, by operation of law in any manner whatsoever, LESSOR may, at its option, without notice to LESSEE, terminate this LEASE; and relet the premises or any part thereof, for all or any part of the remainder of said term, to a party satisfactory to LESSOR; plus the LESSEE will reimburse the reasonable expense of reletting to the LESSOR.
It is expressly agreed that in the event of a default by LESSEE hereunder, LESSOR shall have a lien on all goods, chattels, or personal property of any description belonging to LESSEE which are placed in, or become a part of, the leased premises, as security for rent due and to become due for the remainder of the current lease term, which lien shall not be in lieu of or in any way affect the statutory LESSOR's lien given by law, but shall be cumulative thereto; and LESSEE hereby grants to LESSOR a security interest in all such property. This shall not prevent the sale by LESSEE of any
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 55 of 67 merchandise in the ordinary course of business free of such lien to LESSOR.
Article 14. Quiet Enjoyment
So long as LESSEE shall perform and observe all of the conditions of this lease on LESSEE's part to be performed and observed, the LESSEE shall have quiet, peaceful, and uninterrupted possession of the demised premises.
Article 15. Notices
All notices provided or permitted to be given under this Agreement shall be given by certified or registered mail, addressed to the proper party:
Luzerne County
Luzerne County Attn: County Manager 200 N. River Street Wilkes-Barre, PA 18711
Lessee:
Elite Revenue Solutions, LLC Attn: Sean Shamany 1500 John F. Kennedy Boulevard Suite 1203 Philadelphia, Pennsylvania 19102
Article 16. Termination
This lease can be terminated by LESSOR for any reason after provide notice of at least one hundred and twenty (120) days in advance, prior to separation. The notification will be in accordance with Article 16. REVISED Article 17. Obligations of Successors
The LESSOR and LESSEE agree that all the provisions, hereof, shall bind and inure to the benefit of both parties, hereto, their respective heirs, legal representatives, successors and assigns.
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 56 of 67 Article 18. Captions
The captions throughout this lease are inserted as a matter of convenience, only, and in no way confine, limit, or describe the scope of the intent of any Article of this lease.
Article 19. LESSOR's Covenants
LESSOR hereby agrees and shall during the term (or any extended term) of this LEASE do or perform the following:
Furnish sufficient light to the exterior of the building. Place LESSEE in quiet possession of the leased premises and shall secure LESSEE in the quiet enjoyment thereof against all persons lawfully claiming the same during the entire lease term and any extensions thereof. Article 20. LESSEE's Covenants
LESSEE hereby agrees and shall, during the term (or any extended term or renewal) of this LEASE do or perform the following:
1. Reimburse LESSOR for any and all repairs to the building resulting from damage caused by LESSEE, its employees, servants or agents. 2. Allow LESSOR or its agents, with or without workmen or others, at any reasonable time during the said term to enter upon the leased premises and view the state and condition thereof and shall serve on the LESSEE at the leased premises notice in writing of any defect requiring the LESSEE, within a reasonable time, to repair the same in so far as the LESSEE is bound to do by the terms of this LEASE. 3. Repair any and all damage done to the building of which the leased premises is a part, or to the leased premises, caused by the overloading of floors or by the taking in, or removal of LESSEE'S articles of personal property. 4. Indemnify and save harmless LESSOR from and against any and all matters, claims, damages, losses, costs and charges whatsoever occasioned to or suffered by or imposed upon LESSOR or its property (either directly or indirectly in respect to any matter or thing in consequence of or in connection with or arising out of LESSEE'S occupancy and/or any use by others of the property). 5. Allow LESSOR to maintainREVISED or make changes, additions, or repairs to pipes, conduits, ducts or other installations in the leased premises where necessary to serve other premises in the building, but so as not to interfere materially with the use and enjoyment of the leased premises and making good any damage to the leased premises so caused. 6. Abide by such reasonable rules and regulations for utilization of the building as may from time to time be required by LESSOR, the observance of which by LESSEE is a condition precedent to the continued use of the leased premises. 7. Not to commit, or suffer to be committed, any waste on the leased premises, nor maintain, commit, or permit the maintenance or commission of any nuisance on the leased premises or use the leased premises for any unlawful purpose, including violation of any zoning or similar ordinances. 8. Not to store or possess any hazardous materials or chemicals within the leased premises. 9. Not to install any temporary or permanent fixtures to the exterior of the Luzerne County Courthouse.
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 57 of 67 10. Not to alter or change the existing window treatments within the leased premises. 11. Not to allow any employees, agents or assigns to possess firearms, weapons, alcohol or controlled substances within the Luzerne County Courthouse property. 12. Not to allow any employees, agents or assigns permission to park in the rear lot of the Luzerne County Courthouse property in any parking spot other than parking spot designated for LESSEE. 13. Not to alter, change, adjust or operate any HVAC controls or equipment within the leased premises. 14. Not to allow business operations of the leased premises to exceed the normal business operation hours of the Luzerne County Courthouse without first obtaining written approval from the LESSOR.
Article 21. Destruction of Premises
In the event of the total destruction of the building, this LEASE shall terminate on the date when destruction occurs, and the rent shall be abated, without notice or request from LESSEE, for the unexpired portion of this lease.
"Total Destruction" shall mean such damage to the building of which the leased premises is a part as cannot be repaired within thirty (30) days of the date of the destruction. The Certificate of the LESSOR'S Engineer as to the length of time within which the LESSOR could repair, is conclusive and binding upon both the LESSOR and the LESSEE for the purpose hereof.
In the event of the partial destruction of the building then if, in the opinion of the LESSOR'S Engineer, the destruction is such that the leased premises cannot be used for the LESSEE'S business until repairs have been made, the rent shall abate in the proportion that the part of the leased premises rendered unusable bears to the whole of the leased premises, at the sole discretion of Luzerne County, until the repair has been made.
"Partial Destruction" shall mean any damage to the building which renders all or any part of such building unfit for use by its occupants for a period up to thirty (30) days, but which damage is less than "total destruction" as defined above. The Certificate of the LESSOR'S Engineer, as to the extent of the unfitness shall be conclusive and binding upon both LESSOR and LESSEE for the purpose hereof. In the event REVISEDof partial destruction as hereinbefore defined, or of damage less than partial destruction, the LESSOR covenants with the LESSEE to repair and substantially restore the leased premises. The LESSOR shall pay for the cost of such repairs and restoration provided however, that the LESSEE shall pay for such portion thereof as is attributable to its negligence or that of its servants or agents. It is expressly understood and agreed that the obligation of the LESSOR to rebuild and restore or cause to be rebuilt and restored the leased premises shall not extend to or be deemed to include the rebuilding and restoration of any alterations, partitions, additions, extensions, equipment, personal property or installations made by the LESSEE upon the leasehold premises, unless the damage thereto shall have been caused by the negligence of the LESSOR, its agents and/or employees. LESSOR covenants to LESSEE that LESSOR will not move or remove any of the LESSEE's possessions. LESSEE shall be required to move and/or remove all of LESSEE's equipment and property from the leased premises within 48 hours of notice by LESSOR in accordance with Article 18.
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 58 of 67
Article 22. Eminent Domain
If at any time during the term (or any extended or renewed term) of this LEASE, title is taken by the right or exercise of condemnation, expropriation or otherwise to the whole or portion of the building of which the leased premises are a part (whether or not including the leased premises), the LESSOR may, at its option, give notice to the LESSEE terminating this LEASE on the date stated in the notice. Upon such termination, the LESSEE shall immediately surrender the leased premises and all its interests therein to the LESSOR (subject to the time allowed by federal or state law prescribed by the agency enforcing the eminent domain action), or to the expropriating authority, as the law and circumstances may require, and the rent shall abate and be apportioned to the date of the termination and the LESSEE shall forthwith pay to the LESSOR the apportioned rent and all other amounts which may be due to the LESSOR up to the date of termination. The LESSEE shall have no claim upon the LESSOR for the value of the unexpired term of this LEASE, but the parties shall each be entitled to receive and retain such compensation as may be awarded to each respectively. If an award for compensation made to the LESSOR specifically includes an award for the LESSEE, the LESSOR will pay over same to the LESSEE within five (5) days of receipt of said funds.
Article 23. Pennsylvania Law to Apply
This Agreement shall be construed under and in accordance with the laws of the Commonwealth of Pennsylvania and all obligations of the parties created hereunder are performable in Luzerne County, Pennsylvania, and any suit arising hereunder shall be brought only in said County Court of Common Pleas.
Article 24. Legal Construction
In case anyone or more of the provisions contained in this Lease shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof and this Lease shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. REVISED Article 25. Brokerage
The Parties represent and warrant that they have dealt directly with one another so as not to give rise to any valid claim for brokerage commission.
Article 26. Amendment
No amendment, modification, or alteration of the terms hereof shall be binding unless the same be in writing, dated subsequent to the date hereof, and be duly executed by the parties hereto.
Article 27. Rights and Remedies Cumulative
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 59 of 67 The rights and remedies provided by this LEASE are cumulative and the use of anyone right or remedy by either party shall not preclude or waive their right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.
Article 28. Waiver of Default
No waiver by the parties hereto of any default or breach of any term, condition, or covenant of this Lease shall be deemed to be a waiver of any other breach of the same or any other term, condition, or covenant contained herein.
Article 29. Excuses
Neither LESSOR nor LESSEE shall be required to perform any term, condition, or covenant in this Lease so long as such performance is delayed or prevented by any acts of God, strikes, lockouts, material or labor restrictions by any governmental authority, civil riot, floods, or any other cause not reasonably within the control of the parties.
Article 30. Time of Essence
Time is of the Essence of this Agreement.
{THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK}
REVISED
IN WITNESS WHEREOF, the undersigned hereto execute this Agreement as of the day and year above written.
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 60 of 67 Witness: LESSOR:
By: Its:
ATTEST: LESSEE:
The County of Luzerne
______By: C. David Pedri, Esq. Its: Luzerne County Manager
APPROVED BY LUZERNE COUNTY COUNCIL VIA RESOLUTION ON ______
REVISED
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 61 of 67 Exhibit A Equipment Roster Issued to LESSEE
Assets in Tax Claim office
Desks/Fumiture - 13 Desks - 1 regular folding table - 13 desk chairs with wheels - 3 standard grey colored desk chairs (no wheels)
Computers - 10 Dell Dimension E521 Computers
Printers - 2 HP Printers
Copiers - 2 Kyocera Copiers
REVISED
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 62 of 67 RESOLUTION R-2020-_____ LUZERNE COUNTY COUNCIL
A Resolution by Luzerne County Council Declaring a Vacancy on the Luzerne County Children & Youth Advisory Board
WHEREAS, Barry Finn had been appointed to fill a seat on the Luzerne County Children & Youth Advisory Board; and
WHEREAS, Mr. Finn submitted a letter of resignation regarding his seat on the Luzerne County Children & Youth Advisory Board; and
WHEREAS, Section 11.06 of the Luzerne County Home Rule Charter provides that whenever facts or circumstances result in a vacancy as defined in the Charter or applicable law in any County authority, board or commission, County Council shall declare such seat vacant by resolution adopted by an affirmative vote of at least a majority of its current members and announce its intent to fill the seat on the respective board, authority or commission; and
WHEREAS, Luzerne County Council desires to declare a vacancy of a seat on the Luzerne County Children & Youth Advisory Board.
NOW, THEREFORE, BE IT RESOLVED that Luzerne County Council declares a vacancy on the Luzerne County Children & Youth Advisory Board due to the resignation of a member and Council will fill the member seat in accordance with Article 8.02 of the Luzerne County Home Rule Charter.
This Resolution shall become effective upon adoption.
ADOPTED at a meeting of the Luzerne County Council held on April 21, 2020.
ROLL CALL VOTE ( ) YES: NO:
LUZERNE COUNTY COUNCIL
By: ______Tim McGinley, Chair
Attest:______Sharon Lawrence, Clerk of Council LUZERNE COUNTY MANAGER
By: ______C. David Pedri, Esq., County Manager
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 63 of 67 April 7, 2020
Luzerne County Children and Youth Services 111 N. PennsylvaniaAve, Wilkes-Barre, Pa. 18701 Attn. Joanne Van Saun Re: Letter of Resignation
Dear Joanne, Please accept this as formal notice of my resignation from the position of Advisory Board Member at Luzerne County Children and Youth Services effective immediately. I have struggled with this decision over the past several months having reached my final decision this week. Between some health issues and several other concerns, I just feel that I cannot devote the time required to properly serve the children of Luzerne County. I’ve truly enjoyed my time on the Board and my time as Chairman. If there is ever anything I can do to help in any way, don’t hesitate to call. Working as a Board member for Luzerne County Children and Youth has been a wonderful and gratifying experience that has provided me with many valuable opportunities. I am extremely grateful to have been part of this organization. I know Eileen wants to be Board Chairman and I wholeheartedly endorse her for the position. I’m sure she will do a wonderful job. I wish you and Luzerne County Children and Youth Service continued success and growth in the future.
Sincerely, Barry P. Finn
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 64 of 67 PROPOSED AMENDMENTS TO LUZERNE COUNTY COUNCIL BYLAWS
AMENDMENT #1:
Rule 1D: Telephone/Electronic Media Appearance.
1. Council members may appear at a Council meeting via telephone or electronic media, such as Skype or video-conferencing, under specific circumstances. Such appearances shall be approved by the Chair for the benefit of the Council operations, not solely for the convenience of any member. The member requesting telephone/media participation shall, as soon as possible prior to the meeting in question, request permission fromnotify the Chair of the need to participate by telephone/media and state the reason for the request.
2. The Council Chair may approve aA Council member’s may appearance at a council meeting via telephone or electronic media when one or more of the following circumstances exists: a. Due to fire, flood, earthquake, or other emergency, there is a need for action by a governing body to meet the emergency; b. A vote of the council is required for action; or c. A quorum is not present at a regular meeting.
3. In the event that a quorum is not present at a regular meeting, reasonable efforts shall be given to provide all absent members an opportunity to appear via telephone/electronic media. However, a majority of those participating in the meeting must be physically present at the meeting.
4. A Council member’s telephonic/electronic appearance shall only be approvedoccur when satisfactory equipment is available. Satisfactory equipment shall mean any equipment with a speakerphone function capable of broadcasting the Council member’s voice attending via such means clearly and sufficiently enough to be heard by those in attendance at the meeting. The equipment must allow the Council member to ask, take, and answer questions and to fully participate in the action of the meeting.
5. During any meeting that a Council member is attending via telephone/electronic media, the Council Chair or presiding Council member shall state for the record that a particular Council member is attending via telephone/electronic media and the reasons for such attendance.
6. Council members appearing via telephone/electronic media must be engaged in the meeting from the roll call through the adjournment, allowing for the potential of temporary disconnection, and may participate and vote during the meeting as if physically present.
7. Any Council members appearing via telephone/electronic media must ensure that the remote location is quiet and free from any background noises and interruptions.
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 65 of 67 If the telephone/electronic media participation is marked by a bad connection, or by noise or interruptions that are disruptive to the meeting and inhibit or distract from the action of Council, the Chair may terminate the connection after majority vote of Council members present physically at the meeting.
8. Council members appearing via telephone/electronic media shall comply with all rules and procedures as if physically present.
9. If a telephone and/or electronic connection is continually interrupted or broken off more than three times during a meeting, the Council Chair shall declare the participation null and void and shall direct the record to reflect that the member appearing via telephone/electronic media was not present.
10. In the event of technical failure, the Solicitor shall determine whether the Council member’s participation in the meeting has met the requirements of the Sunshine Law regarding the validity of any votes.
11. Any Council member who appears via telephone/electronic media for three (3) meetings during the calendar year, shall, prior to attending another meeting via telephone/electronic media:
a. Seek permission throughNotify the Chair; and b. State the reason(s) for such a request.; and c. Be approved by Council attending the meeting. d. The vote to determine whether the Council member’s request is approved shall be taken immediately after roll call. The Council member requesting to appear via telephone/electronic media shall not participate in said vote.
AMENDMENT #2:
Rule 8F: Nomination procedure for appointments to Authorities, Boards, and Commissions:
(1) Council shall hold a nomination period, in which any person receiving a nomination and a second shall have their name put forward as a candidate on a roll call ballot for the appointment.
(2) After nominations are completed, council shall conduct a roll call vote, in which each council member shall signify her/his selection by announcing a candidate’s name.
(3) In a roll call vote concerning two candidates, the candidate receiving six (6) votes, regardless of the number of Members present, shall have their name put forth on a resolution, which must be passed by a majority of present council members to effectuate any appointment.
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 66 of 67 (4) In a roll call vote concerning three or more candidates, the candidate receiving six (6) or more votes, regardless of the number of Members present, shall have their name put forth on a resolution. a. If any one candidate does not receive six (6) votes, all candidates except for the two candidates receiving the highest number of votes shall be eliminated. Council shall then conduct another roll call vote for selection between the two highest voted candidates. The candidate receiving the highest number of cast votes shall have their name put forth on a resolution.
b. If any one candidate does not receive six (6) votes, and there is a tie for the second highest number of votes, council shall do the following:
i. Perform a roll call vote for selection between the second place-tied candidates to break the tie.
ii. Perform a subsequent roll call vote for selection between the highest voted candidate and the winning tie-breaking candidate. The candidate receiving the majority of cast votes shall have their name put forth on a resolution.
c. In the event that more than one vacancy for the same authority, board, or commission are to be filled, nominations shall be solicited as set forth in Rule 8F (1). After nominations are completed, council shall conduct a roll call vote, in which each council member shall signify his/her selection for the first vacancy by announcing a candidate’s name. A candidate receiving six (6) or more votes in this roll call shall be removed from the list of nominees, and a subsequent roll call shall be conducted for each of the remaining vacancies, with council members naming one (1) candidate from the remaining nominees in each roll call. If any one candidate does not receive at least six (6) votes in any of the roll calls, the procedure outlined in Rule 8F(4) shall be followed until the number of candidates receiving six (6) votes is sufficient to fill the vacancies.
Luzerne County Council Voting Session April 21, 2020 AGENDA Page 67 of 67