2021-045_-_MEDICAL_CARE_PROGRAM_FOR_INMATES_-_WELLPATH_-_REDACTED.pdf

On the pages where redactions appear, you will note a comment bubble(s) that contains our basis for the exclusion. If there is only a single comment bubble on a page, but multiple redactions on that same page, please treat the single comment bubble as applicable to all redactions on said page.

Another administrative matter that warrants a clarifying comment are those portions where multiple pages have been redacted because they are a part of a like-kind collections of materials – e.g., attachments such as ATTACHMENT B. In these instances, the introductory page was left undisturbed, and the comment bubble was affixed to that introductory page with the intent that it applies to all redacted pages that follow within that “like-kind” grouping. In other words, the comment bubble on the cover page to Attachment B is intended to apply to all redacted pages within the attachment.

Finally, within the document reviewed, there are references certain items at the following PDF page numbers which have been redacted:

PDF p.119: USB drive with video of an interview of two (2) patients.

o Basis for Redaction: A custodian shall deny inspection of part of a public record that contains medical or psychological information about an individual. GP Sec. 4-329(b)(1) (2024) o Basis for Redaction: A custodian shall deny inspection of a letter of reference. GP Sec.

4-310 (2024)(while a “video” is not a “letter” the intended purpose of the document is identical, e.g., a reference, and warrants protection).

o Basis for Redaction: All persons are entitled to access to information about the affairs of government, unless an “unwarranted invasion” of the privacy of a person in interest would result. GP Sec. 4-103(b) (2024)

PDF p.131: Welcome to Wellpath video used during new employee orientation. This video was saved to a USB.

o Basis for Redaction: A custodian shall deny inspection of confidential commercial/financial information (Md. GP Code Sec. 4-335 (2024)). Commercial or financial information is confidential under FOIA if it is “both customarily and actually treated as private by its owner and provided to the government under an assurance of privacy.”

Food Mktg. Inst. v. Argus Leader Media, 139 S. Ct. 2356, 2366 (2019); See Abell Foundation v. Baltimore Dev. Corp., 262 Md. App. 657, 701 (2024) (Appellate Court of Maryland applying the Argus Leader decision to Maryland’s PIA) o Basis for Redaction: A custodian shall deny inspection of a trade secret (Md. GP Code

Sec. 4-335 (2024))

(e) “Trade secret” means information, including a formula, pattern, compilation, program, device, method, technique, or process, that:

(1) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and

(2) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Md.

Commercial Law Code Sec. 11-1201(e)

PDF p.137: Wellpath’s audited Financial Statements (2019) (contained in an envelope in the back binder pocket).

financial information is confidential under FOIA if it is “both customarily and actually treated as private by its owner and provided to the government under an assurance of privacy.”

Food Mktg. Inst. v. Argus Leader Media, 139 S. Ct. 2356, 2366 (2019); See Abell

Tabbed Attachment A, ITB Signed Documents, for Wellpath’s signed References Form o Basis for Redaction: A custodian shall deny inspection of a letter of reference. GP Sec.

4-310 (2024) financial information is confidential under FOIA if it is “both customarily and actually treated as private by its owner and provided to the government under an assurance of privacy.”

Food Mktg. Inst. v. Argus Leader Media, 139 S. Ct. 2356, 2366 (2019); See Abell

PDF pp.186 – 207: Attachment B, Current Client List o Basis for Redaction: As stated in the redacted document.

Tabbed Attachment C: Wellpath’s Clinical Decision Support Monograph for Alcohol and

Benzodiazepine Medications financial information is confidential under FOIA if it is “both customarily and actually treated as private by its owner and provided to the government under an assurance of privacy.”

Food Mktg. Inst. v. Argus Leader Media, 139 S. Ct. 2356, 2366 (2019); See Abell

PDF pp.221 – 231: Attachment D: Resumes, Regional Management Team o Basis for Redaction: A custodian shall deny inspection of a personnel record of an individual, including an application, a performance rating, or scholastic achievement information. Md. GP Code Sec. 4-311(a) (2024) financial information is confidential under FOIA if it is “both customarily and actually treated as private by its owner and provided to the government under an assurance of privacy.”

Food Mktg. Inst. v. Argus Leader Media, 139 S. Ct. 2356, 2366 (2019); See Abell

Mailing Address: 175 Main Street, Prince Frederick, Maryland 20678 Maryland Relay for Impaired Hearing or Speech: 1-800-735-2258

March 10, 2025

Mr. Kip Hallman President Wellpath, LLC 1283 Murfreesboro Road BY ELECTRONIC MAIL: kip.hallman@wellpath.us Suite 500 Nashville, Tennessee 37217

Re: Contract 2021-045

Medical Care Program for Inmates Calvert County Detention Center Barstow, Calvert County, Maryland

NONRENEWAL OF CONTRACT

Dear Mr. Hallman:

Calvert County Government has decided not to renew the referenced contract held by Wellpath, LLC after the completion of the third option year, which concludes on June 30, 2025. Consequently, the final date of services under this contract will be June 30, 2025. However, should the need arise, Wellpath, LLC agrees to continue honoring the contract on a month-to-month basis until the transition to the new contract is finalized.

Thank you for the services you have provided Calvert County Government. If you have any questions or require additional information, please contact me.

Sincerely, Charlotte M. DeStephano Procurement Specialist II

/cmd cc: T.D. Reece

ACKNOWLEDGEMENT AND ACCEPTANCE OF PRICE ADJUSTMENT:

(Signature of Authorized Representative) (Date)

(Written Name of Authorized Representative) (Title)

Mailing Address: 175 Main Street, Prince Frederick, Maryland 20678

October 31, 2024

Wellpath LLC BY ELECTRONIC MAIL: kip.hallman@wellpath.us 1283 Murfreesboro Road, Suite 500 Nashville, Tennessee 37217

Re: Contract 2021-045

Medical Care Program for Inmates Calvert County Detention Center, Barstow, Calvert County, Maryland

REQUEST FOR PRICE ADJUSTMENT

After careful consideration of Wellpath, LLC’s request for an additional three percent (3%) increase which was not received for the second option year and wage enhancements, Calvert County Government will support an additional maximum three percent (3%) increase for the remainder of Option Year 3 beginning November 1, 2024.

(See Attachment A). However, wage enhancements cannot be considered as they are not a provision of the contract.

Please complete and sign below and return to me as acknowledgement and acceptance of the additional price adjustment.

If you have any questions or require additional information, please contact me. Thank you for providing Calvert County Government with your services.

Charlotte DeStephano cc: T.D. Reece Shane McElveen Attachment

Kip Hallman Louis E. (Kip) Hallman, III

Kip Hallman 11/1/24

Kip Hallman Chairman

ATTACHMENT

CONTRACT 2021-045

3RD OPTION YEAR PRICE INCREASE

(NOVEMBER 1, 2024 THROUGH JUNE 30, 2025)

ITEM

# DESCRIPTION UNIT OF

MEASURE QUANTITY

ADJUSTED CONTRACT

PRICING 3RD OPTION

YEAR EFFECTIVE

NOVEMBER 1, 2024

ADDITIONAL ADJUSTED

CONTRACT PRICING 3RD

OPTION YEAR TO BECOME

EFFECTIVE NOVEMBER 1,

UNIT PRICE TOTAL UNIT PRICE TOTAL

Qualified Medical Health Care Personnel Medical Services per Month 12 $74,635.25 $895,623.03 $76,874.31 $922,491.69

Qualified Mental Health Care Personnel Mental Health Services per Month 12 $6,858.99 $82,307.84 $7,064.76 $84,777.12

Three-Shot Regimen Hepatitis B Vaccinations for Calvert County Detention Center Employees as Needed

Each 10 $172.93 $1,729.30 $178.12 $1,781.18

4 All Pharmaceutical Services per Month 12 $6,394.09 $76,729.03 $6,585.91 $79,030.95

On Call Mental Health Practitioner Monday through Friday, Evening Hours Only Saturdays, Sundays, and Holidays, 24-Hour on-Call per Month 12 $181.41 $2,176.97 $186.85 $2,242.23

TOTAL $1,058,911.98 $1,090,323.17

ACKNOWLEDGEMENT AND ACCEPTANCE OF PRICE ADJUSTMENT:

(Signature of Authorized Representative) (Date)

(Written Name of Authorized Representative) (Title)

Mailing Address: 175 Main Street, Prince Frederick, Maryland 20678

October 15, 2024

Wellpath LLC BY ELECTRONIC MAIL: kip.hallman@wellpath.us 1283 Murfreesboro Road, Suite 500 Nashville, Tennessee 37217

Re: Contract 2021-045

Medical Care Program for Inmates Calvert County Detention Center, Barstow, Calvert County, Maryland

REQUEST FOR PRICE ADJUSTMENT

Calvert County Government has reviewed Wellpath, LLC’s October 3, 2024 request for a three percent (3%) increase for Option Year 2 (July 1, 2023 through June 30, 2024) as well as for Option Year 3 (July 1, 2024 through June 30, 2025).

Calvert County Government will support a maximum three percent (3%) increase as allowed by the contract for the remainder of Option Year 3 beginning November 1, 2024. (See Attachment A). Wellpath, LLC’s request for an additional three percent (3%) will need to be reviewed.

Please complete and sign below and return to me as acknowledgement and acceptance of the price adjustment.

If you have any questions or require additional information, please contact me. Thank you for providing Calvert County Government with your services.

Charlotte DeStephano cc: T.D. Reece Shane McElveen Attachment

Kip Hallman Louis E. (Kip) Hallman, III

Kip Hallman 10/31/24

Kip Hallman Chairman

ATTACHMENT

CONTRACT 2021-045

3RD OPTION YEAR PRICE INCREASE

(NOVEMBER 1, 2024 THROUGH JUNE 30, 2025)

RSGibson Sticky Note A custodian shall deny inspection of confidential commercial/financial information (Md. GP Code Sec. 4-335 (2024)). Commercial or financial information is confidential under FOIA if it is “both customarily and actually treated as private by its owner and provided to the government under an assurance of privacy.” Food Mktg. Inst. v. Argus Leader Media, 139 S. Ct. 2356, 2366 (2019); See Abell Foundation v. Baltimore Dev. Corp., 262 Md. App. 657, 701 (2024) (Appellate Court of Maryland applying the Argus Leader decision to Maryland’s PIA)

ACKNOWLEDGEMENT�AND�ACCEPTANCE�OF�PRICE�ADJUSTMENT:�

(Signature�of�Authorized�Representative)� � (Date)� (Written�Name�of�Authorized�Representative)� � (Title)�

Mailing�Address:�175�Main�Street,�Prince�Frederick,�Maryland�20678� Maryland�Relay�for�Impaired�Hearing�or�Speech:�1-800-735-2258�

� � � � ������������September�26,�2022� Mr.�Kip�Hallman� President� Wellpath�LLC� � � � � � BY�ELECTRONIC�MAIL:��kip.hallman@wellpath.us� 1283�Murfreesboro�Road,�Suite�500� Nashville,�Tennessee�37217�

Re:� Contract�2021-045� Medical�Care�Program�for�Inmates� Calvert�County�Detention�Center,�Barstow,�Calvert�County,�Maryland�

REQUEST�FOR�PRICE�ADJUSTMENT�

Dear�Mr.�Hallman:�

� Calvert�County�Government�has�reviewed�Wellpath�LLC’s�March�2,�2022�request�for�a�four�percent�(4%)�increase� as�well�as�a�one-time�compensation�for�services�under�the�referenced�contract.��The�total�increase�request�would�equate� to� 14.927%.� � We� understand� the� current� market� conditions;� however,� Calvert� County� Government� also� has� its� own� budgetary�constraints.�

Calvert� County�Government�will� support� a�maximum� three� percent� (3%)� increase� as� allowed� by� the� contract.�� Attachment�A�provides�the�adjusted�price�for�the�contract�to�become�effective�for�the�first�option�year�beginning�July�1,� 2022.��Payments�have�been�already�been�made�for�July�and�August;�therefore,�the�Detention�Center�will�be�reaching�out� to�Wellpath�LLC�to�obtain�an�invoice�to�cover�the�shortages�for�those�months.� � Please�complete�and�sign�below�and�return�to�me�as�acknowledgement�and�acceptance�of�the�price�adjustment.� � If�you�have�any�questions�or�require�additional�information,�please�contact�me.�Thank�you�for�providing�Calvert� County�Government�with�your�services.�

Sincerely,�

� � � � � � � Charlotte�DeStephano�� � � � � � � � Procurement�Specialist�II� cc:��T.D.�Reece� � Jack�Jadin�

Attachment��

A T T A C H M E N T

C O N T R A C T �2 -0

S T �O P T

IO

N �Y E A R �P R

IC

E �I N C R E A S E

(J U L Y �1 �T H R O U G H �J U N E �3

RSGibson

A custodian shall deny inspection of confidential commercial/financial information (Md. GP Code Sec. 4-335 (2024)). Commercial or financial information is confidential under FOIA if it is “both customarily and actually treated as private by its owner and provided to the government under an assurance of privacy.” Food Mktg. Inst. v. Argus Leader Media, 139 S. Ct. 2356, 2366 (2019); See Abell Foundation v. Baltimore Dev. Corp., 262 Md. App. 657, 701 (2024) (Appellate Court of Maryland applying the Argus Leader decision to Maryland’s PIA)

Mailing Address: 175 Main Street, Prince Frederick, Maryland 20678

May 18, 2021

Wellpath, LLC 1283 Murfreesboro Road VIA ELECTRONIC MAIL: kip.hallman@wellpath.us Suite 500 Nashville, Tennessee 37217

Re: Contract 2021-045

Medical Care Program for Inmates Calvert County Detention Center Barstow, Calvert County, Maryland

NOTICE TO PROCEED

I am pleased to present you with your notice to proceed for the referenced contract to become effective July 1, 2021. Attached is your copy of the fully-executed contract. A purchase order will be issued for services.

Major T.D. Reece, Detention Center Administrator, will be Calvert County Government’s contact for this contract. He can be reached at 410-535-1600, extension 8905 or by email at Thomas.Reece@calvertcountymd.gov.

Thank you for providing Calvert County Government with your services. We look forward to a successful contractual relationship. If you have any questions or require additional information, please contact me.

Charlotte M. DeStephano

Attachment cc: T.D. Reece mailto:kip.hallman@wellpath.us mailto:kip.hallman@wellpath.us mailto:Thomas.Reece@calvertcountymd.gov mailto:Thomas.Reece@calvertcountymd.gov

INVITATION TO BID

BOARD OF COUNTY COMMISSIONERS

OF

CALVERT COUNTY

PRINCE FREDERICK, MARYLAND 20678

ITB 2021-045

MEDICAL CARE PROGRAM FOR INMATES

CALVERT COUNTY DETENTION CENTER

BARSTOW, CALVERT COUNTY, MARYLAND

PROCUREMENT OFFICE

131 MAIN STREET, SUITE 100

PRINCE FREDERICK, MARYLAND 20678

Charlotte.DeStephano@calvertcountymd.gov

410-535-1600/301-855-1243, Ext. 2322

DUE DATE/TIME: Monday, March 8, 2021 by 2:30 p.m. (Local Prevailing Time)

PRE-BID MEETING: None

INITIAL WRITTEN QUESTIONS SHALL BE RECEIVED ON OR BEFORE MONDAY, FEBRUARY 22, 2021 BY 2:30

P.M. (LOCAL PREVAILING TIME). FINAL WRITTEN QUESTIONS SHALL BE RECEIVED ON OR BEFORE MONDAY, MARCH 1, 2021 BY 2:30 (LOCAL PREVAILING TIME). ALL QUESTIONS SHALL BE SUBMITTED TO THE PROCUREMENT OFFICE AT Charlotte.DeStephano@calvertcountymd.gov.

mailto:Charlotte.DeStephano@calvertcountymd.gov mailto:Charlotte.DeStephano@calvertcountymd.gov mailto:Charlotte.DeStephano@calvertcountymd.gov

TABLE OF CONTENTS

PAGE NUMBER(S)

NOTICE TO CONTRACTORS 1.1 – 1.4

PRICE PROPOSAL 2.1 – 2.4

GENERAL CONDITIONS OF BID AND CONTRACT 3.1 – 3.9

SPECIFICATIONS 4.1 – 4.19

ATTACHMENT A

POPULATION STATISTICS – AVERAGE DAILY POPULATION (ADP) 4.20

ATTACHMENT B

CALVERT COUNTY GOVERNMENT OWNED EQUIPMENT 4.21

ANTI-BRIBERY AFFIRMATION AND

AFFIDAVIT OF QUALIFICATION TO BID 5.1

AGREEMENT 6.1 – 6.3

1.1

NOTICE TO CONTRACTORS

Sealed bids shall be due on or before Monday, March 8, 2021 by 2:30 p.m. (Local Prevailing Time) for:

CALVERT COUNTY DETENTION CENTER

BARSTOW, CALVERT COUNTY, MARYLAND

A pre-bid meeting will not be held.

The bid opening shall be held on Monday, March 8, 2021 at 3:00 p.m. (Local Prevailing Time). If Calvert County Government buildings are open to the public, bids shall be opened at 131 Main Street, Suite 100, Conference Room, Prince Frederick, Maryland 20678.

If Calvert County Government buildings are closed to the public due to the COVID-19 pandemic, the public may participate virtually through Zoom to protect the health of citizens and staff.

To Join by Computer: https://us02web.zoom.us/j/88470335987

To Join by Phone: 833 548 0282 or 877-853-5257 (US Toll-Free)

Meeting ID: 884 7033 5987, Passcode: 734250

After the virtual opening, public access to any audio, video, internet, or web-based broadcast of the opening shall be discontinued.

To be considered for award, a bid shall comply in all material respects with the Invitation to Bid (hereinafter, ITB). Such compliance enables Contractors to stand on an equal footing and maintain the integrity of the sealed bidding system.

Bids shall be submitted in a SEALED ENVELOPE with the label provided affixed to the front. The Board of County Commissioners of Calvert County, Maryland, noted hereinafter as Calvert County Government (or the officially authorized official), reserves the right to reject bids improperly labeled. The envelope shall also show the Contractor’s name and address.

Prior to submitting a proposal, the Contractor shall contact the Procurement Office at Charlotte.DeStephano@calvertcountymd.gov or 410-535-1600, extension 2322 to determine if Calvert County Government facilities are closed to the public due to the COVID-19 pandemic. If Calvert County Government facilities are closed to the public, packages cannot be sent via UPS or FedEx. Therefore, the Contractor shall submit their response as follows:

1. Hand delivered to the following address. Upon arrival at the facility, the Contractor shall call the Procurement Office as directed above. A Procurement Office staff member shall meet them at the door to the facility, date/time stamp the package as acknowledgement of receipt, and provide a receipt of delivery, if required.

CALVERT COUNTY GOVERNMENT

PROCUREMENT OFFICE

131 MAIN STREET, SUITE 100

PRINCE FREDERICK, MARYLAND 20678

https://us02web.zoom.us/j/88470335987 https://us02web.zoom.us/j/88470335987

1.2

2. Ship package through the United States Postal Service (USPS) to:

CALVERT COUNTY GOVERNMENT

PROCUREMENT OFFICE

COURTHOUSE, 175 MAIN STREET

PRINCE FREDERICK, MARYLAND 20678

NOTE: The United States Postal Service does not deliver to the 131 Main Street, Suite 100 address.

If Calvert County Government facilities are open to the public, the Contractor may submit their response by UPS, Fedex, or hand deliver to the 131 Main Street, Suite 100, Prince Frederick, Maryland 20678 address or ship through the USPS to the Courthouse, 175 Main Street, Prince Frederick, Maryland 20678 address.

Acceptance of bids by Calvert County Government employees other than employees of the Procurement Office or Mailroom shall not be deemed proper delivery.

Where bids are sent by mail by any method to Calvert County Government’s Procurement Office, the Contractor shall be responsible for their delivery before the date and time set for the closing of bid acceptance. If the delivery is delayed beyond the due date and hour set for the bid closing, bids shall not be accepted.

If an emergency or unanticipated event interrupts normal Calvert County Government processes so that bids cannot be received at the Calvert County Government Procurement Office by the exact time specified in the ITB and urgent Calvert County Government requirements preclude amendment of the bid opening date, the time specified for receipt of bids shall be deemed to be extended to the same time of day specified in the ITB on the first work day on which normal governmental processes resume.

All bids received before the time set for the opening of bids shall be kept secure. The bids shall not be opened or viewed, and shall remain in a locked bid box, a safe, or in a secured, restricted-access electronic bid box. If an ITB is cancelled, bids shall be returned to the Contractors. Necessary precautions shall be taken to ensure the security of the bid box or safe. Before bid opening, information concerning the identity and number of bids received shall only be made available to employees of Calvert County Government Procurement Office. Such disclosure shall be only on a “need to know” basis. If bid samples are submitted, they shall be handled with sufficient care to prevent disclosure of characteristics before bid opening.

Bids made on any form(s) other than the required form(s) included in this ITB shall not be considered.

Changes in the phraseology of the proposal, additional or limiting provisions, shall render the proposal informal and may cause its rejection.

Contractors shall be responsible for obtaining all documentation, including but not limited to any addenda issued by going to eMaryland Marketplace Advantage at https://emma.maryland.gov prior to submitting their bid.

Changes to the Information for Contractors or Technical Specifications shall only be made in writing. Calvert County Government assumes no responsibility for verbal instructions or interpretations.

Unless otherwise specified, all formal bids shall be binding for 120 calendar days following bid opening date, unless extended by mutual consent of all parties.

https://emma.maryland.gov/ https://emma.maryland.gov/

1.3

Calvert County Government is tax exempt and all prices quoted shall be exclusive of any Federal or Maryland State Taxes. This includes Federal Excise Tax and any other Excise Tax applicable to any other equipment or accessories. However, taxes are required to be paid by the Contractor on all materials and equipment to be incorporated into the project. The Contractor is prohibited from using Calvert County Government’s tax exempt number for any purchases.

Contractors are warned against unbalancing their proposals as this will render them liable to rejection.

The right is hereby reserved to reject any or all proposals, and to waive informalities, as the interest of Calvert County Government may require.

If the Contractor to whom an award is made shall fail to execute the Contract hereto attached, and as herein provided, the award may be annulled and the Contract awarded to the next lowest responsible Contractor, and such Contractor shall fulfill every stipulation embraced herein, as if they were the original party to whom the award was made; or Calvert County Government may reject all bids as its interests may require.

Contractors carefully shall examine all documentation. In case doubt shall arise as to the meaning or intent of anything comprised in the specifications, inquiry shall be made to the Procurement Office before a bid is submitted. Written questions and inquiries shall be accepted from any and all Contractors. The Procurement Office shall be the sole point of contact for this solicitation unless otherwise instructed herein. Written requests for information related to this ITB shall be directed to the Procurement Office, Charlotte DeStephano, Procurement Specialist, by E-Mail: Charlotte.DeStephano@calvertcountygovernment.gov or Fax 410-414-3672.

Unauthorized contact with other Calvert County Government staff regarding this ITB may result in the disqualification of the Contractor. Inquiries pertaining to this ITB shall give the ITB number, title, due date, and time. Initial written questions shall be due on or before Monday, February 22, 2021 by 2:30 p.m.

(Local Prevailing Time) and final written questions shall be received on or before Monday, March 1, 2021 by 2:30 p.m. (Local Prevailing Time). It shall be the responsibility of all Contractors to ensure they have received any addenda and other documents issued. Any addenda issued shall become a part of the Contract Documents and shall be fully considered by all Contractors during formation of bids. The submission of a bid shall indicate the Contractor thoroughly understands the terms of all Contract Documents.

The submission of a bid on this work and service shall be considered as a representation that the Contractor has carefully investigated all conditions which affect or may, at some future date, affect the performance of the work or services covered by the proposal, the entire area to be serviced as described in the specifications and other Contract Documents, and that the Contractor is fully informed concerning the conditions to be encountered, character, quality and quantity of work to be performed, and equipment and materials to be furnished; also, that the Contractor is familiar with all Federal, State and County laws, all codes and ordinances of Calvert County Government to which affect the prosecution of the work and persons engaged or employed in the work or the materials and equipment used in the work.

Contractors shall execute the following forms and provide any required information and include as part of their bid. Failure to do so may be cause for rejection of bid as nonresponsive.

1. Price Proposal

2. Anti-Bribery Affirmation and Affidavit of Qualification to Bid

3. Copy of Contractor’s Current Valid Business License

4. Contractor’s Documentation in Accordance with Specification Section for the following:

• Electronic Medical Records System Proposal Documentation

• Licensing and Accreditations for All Hospitals and/or Clinics Utilized mailto:Charlotte.DeStephano@calvertcountygovernment.gov mailto:Charlotte.DeStephano@calvertcountygovernment.gov

1.4

• Minimum of Five (5) Years’ Experience Providing Healthcare in a Correctional Setting

• Full and completed staffing matrix and organizational chart inclusive of all corporate positions affecting this Contract

• Recruitment Practices

• Equal Unemployment Opportunities

• Licensors/Certification Requirements

• Staff Training and Personnel Development

• Orientation of New Personnel

• Employee Assistance Program

• Continuing Education

• In-Service Training

• Performance Review

• Standard Operating Procedures

• Current Certified Statement of Financial Conditions and Such Data with Respect to Contractor’s Operations and/or Experience for the Requested Services

• Certified Public Accountant’s Certified Financial Statement within the Last Twelve (12) Months

• Table of Organization and a List of Personnel

• Information for Individual who Manages the Company and Makes Company Policy

• Detailed Approach Indicating Contractor Understands Objectives and Methods of Accomplishing Tasks Detailed for this Contract to Include Number of Personnel and Job Descriptions

• Management Plan

• Technical Expertise of Personnel Proposed and Available for Accomplishment of the Contract

5. Addenda Issued

6. Questions and Answers/Clarification Issued

The results for this ITB shall be posted on Calvert County Government’s web site at http://www.co.cal.md.us/Procurement/FY2021.

http://www.co.cal.md.us/Procurement/FY2021 http://www.co.cal.md.us/Procurement/FY2021

1TB 2021-045

CALVERT COUNTY DETENTION CENTER

BARSTOW, CALVERT COUNTY, MARYLAND

PRICE PROPOSAL

TO THE BOARD OF COUNTY COMMISSIONERS OF CALVERT COUNTY: The undersigned agrees to provide MEDICAL CARE PROGRAM FOR INMATES at the CALVERT COUNTY DETENTION CENTER, BARSTOW, CALVERT COUNTY, MARYLAND as specified, to the Board of County Commissioners of Calvert County in

CONTRACTOR'S LEGAL BUSINESSAM Wellpath, LLC

AUTHORIZED SIGNATURE:

residen DATE: March 4, 2021

Kip Ha J

RSGibson

A custodian shall deny inspection of confidential commercial/financial information (Md. GP Code Sec. 4-335 (2024)). Commercial or financial information is confidential under FOIA if it is “both customarily and actually treated as private by its owner and provided to the government under an assurance of privacy.” Food Mktg. Inst. v. Argus Leader Media, 139 S. Ct. 2356, 2366 (2019); See Abell Foundation v. Baltimore Dev. Corp., 262 Md. App. 657, 701 (2024) (Appellate Court of Maryland applying the Argus Leader decision to Maryland’s PIA)

Verify math calculations. In the event of errors in computation, unit prices shall be the determining factor for the total.

It is further agreed by the Undersigned that upon receipt of written advice of the acceptance of proposal, the necessary Contract shall be executed by the Contractor and returned to Calvert County Government within ten (10) business days after such notice.

No Contractor shall withdraw their proposal within 120 calendar days after the opening thereof.

The undersigned has caused this proposal to be executed as of the day and year indicated on each proposal page and hereby agrees to provide aforementioned services necessary for compliance with the Contract Documents and agrees to provide these for the price(s) indicated in this proposal form. By signing each proposal page, the Contractor does hereby attest they have fully read the ITB and understands it.

The time for performance of this Contract shall begin from the date of the Notice to Proceed or as otherwise directed by Calvert County Government.

By signing and submitting a bid, your firm acknowledges and agrees that it has read and understands the ITB documents and agrees to the Contract Terms and Conditions as contained herein.

CONTRACTOR'S LEGAL BUSINES NAME: Weilpath, LLC

AUTHORIZED SIGNATURE: DATE: March 4. 2021 Kip H. Im.' - '-nt

NAME AND SIGNATURE REQUIREMENTS FOR BID AND CONTRACTS

The legal business name and principal office AS RECORDED WITH THE STATE DEPARTMENT OF SSESSMENTS AND TAXA TION (SDA T) for Maryland shall be used on all forms submitted. A trade name (i.e., a shortened or different name under which the firm does business) shall not be used when the legal name is different. Corporations shall have names complying with State law. The Contractor's signature shall conform to the following:

All signatures shall be made by an authorized officer, partner, manager, member, or employee. The signing of an offer or a contract shall be a representation and certification by the person signing that the person signing is authorized to do so on behalf of the offeror or contractor.

CONTRACTOR'S LEGAL BUSINESS NAME

Weilpath, LLC

TELEPHONE NUMBER

8005922974 / 858-283-8619

PRINCIPAL OFFICE ADDRESS

1283 Murfreesboro Road, Suite 500

Nashville, TN 37217

FAX NUMBER

615-324-5798

REMITTANCE ADDRESS: (If Remittance Address is Different from Above Address)

Same as above

EMAIL ADDRESS

kip.hallman@wellpath.us

NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER (TYPE OR PRINT)

Kip Hallman, President

SIGNATU' OF BOVE PERSON DATE

March 4, 2021

WITNESS DATE

March 4, 2021

2.3

Specify the number of years your company has been in business providing the services required in this ITB

(shall be at least five [5] years). 37+

CONTRACTOR'S LEGAL BUSINESS4sJAM

AUTHORIZED SIGNATURE:

Wellpath, LLC

DATE: March4,2021 Kip Hallmar President 2.4

RSGibson Sticky Note A custodian shall deny inspection of a letter of reference. Md. GP Code Sec. 4-310 (2024)

RSGibson

A custodian shall deny inspection of confidential commercial/financial information (Md. GP Code Sec. 4-335 (2024)). Commercial or financial information is confidential under FOIA if it is “both customarily and actually treated as private by its owner and provided to the government under an assurance of privacy.” Food Mktg. Inst. v. Argus Leader Media, 139 S. Ct. 2356, 2366 (2019); See Abell Foundation v. Baltimore Dev. Corp., 262 Md. App. 657, 701 (2024) (Appellate Court of Maryland applying the Argus Leader decision to Maryland’s PIA)

3.1

GENERAL CONDITIONS OF BID AND CONTRACT

DEFINITIONS. Wherever the words defined in this section or pronouns used in their stead, occur in the specifications, proposal, contract or bond, they shall have the meanings herein given and as defined:

BIDDER/OFFEROR/CONTRACTOR shall mean a firm that responds to this ITB with a bid.

BOARD OF COUNTY COMMISSIONERS OF CALVERT COUNTY, MARYLAND shall mean the governing board of elected officials of Calvert County, Maryland noted hereinafter as Calvert County Government (or the officially authorized official).

CALVERT COUNTY or COUNTY shall mean Calvert County, Maryland.

CONTRACT DOCUMENTS shall mean those written documents that define the roles, and responsibilities, and work under the Contract, and are legally binding on the parties (Calvert County Government and the Contractor). The individual documents constituting the Contract Documents are as outlined herein under Contract Interpretation by the Project Manager.

CONTRACTING OFFICER shall mean the Procurement Officer or their designated representative entrusted by Calvert County Government with the authority to enter into, administer, renew, or terminate the Contract, along with related determinations and findings.

DIRECTOR shall mean the Administrator, Calvert County Detention Center and shall mean the principal or their duly authorized representatives; said agents acting severally within the scope of the particular duties entrusted to them.

PROJECT MANAGER shall mean that person whom the Director has designated to supervise performance of this Contract on behalf of the Board within the scope of duties entrusted under such delegation of authority.

Whenever the Contract Documents or upon any drawings the words DIRECTED, REQUIRED, PERMITTED, ORDERED, DESIGNATED, PRESCRIBED, or words of like import are used, it shall be understood that the direction, requirement, permission, order, designation, or prescription of the Project Manager is intended, and similarly the words APPROVED, ACCEPTABLE, SATISFACTORY, or, words of like import, shall mean approved by, acceptable or satisfactory to, the Project Manager, unless otherwise expressly stated.

CONTRACT INTERPRETATION BY THE PROJECT MANAGER. Any inconsistencies or ambiguities in the Contract Documents shall be immediately reported, in writing, to the Project Manager. Questions regarding the meaning and intent of the Contract Documents shall be referred in writing by the Contractor to the Project Manager with a Request for Information. The Project Manager shall respond to the Contractor in writing with a decision within fifteen (15) calendar days of receipt of the request, or if it is necessary to extend this period, the Project Manager shall notify the Contractor in writing as to when a decision will be provided.

Work done by the Contractor after its discovery of such inconsistencies or ambiguities without such notice and prior to response from the Project Manager shall be done at the Contractor’s risk.

In resolving conflict, error, or discrepancies within the Contract Documents, the Contract Documents shall be given precedence in the following order (Change Orders, highest precedence and Notice to Contractors, lowest precedence):

Change Orders Addenda Federal, State, and/or County Requirements

3.2

General Conditions of Bid and Contract Specifications Price Proposal Contract Notice to Contractors

In the event that conflicts, errors, or discrepancies are not resolved by the Contract Documents’ order of precedence, the more restrictive provision shall govern.

BID FORMS AND AFFIDAVITS

All bids shall be submitted on the forms provided, shall be signed by a principal duly authorized to make contracts, and submitted in a sealed envelope.

The attached Anti-Bribery Affirmation and Affidavit of Qualification to Bid form shall be submitted with bids.

Failure to comply may be cause for rejection of bids.

ALTERNATE BIDS

Alternate bids shall only be considered when they are submitted separately and clearly marked and labeled ALTERNATE BID. The alternate bid shall only be considered if the Contractor’s primary bid is the lowest responsible bid.

BRAND NAME OR EQUAL ITEMS (SECTION DELETED)

FORMAL SOLICITATION (SECTION DELETED)

NEW GOODS, FRESH STOCK (SECTION DELETED)

DEVIATIONS TO SPECIFICATIONS

Any deviations from the specifications shall be noted in detail by the Contractor in writing by the Contractor and submitted with the price proposal. Calvert County Government reserves the right to accept or reject any deviation.

PROHIBITION AGAINST UNIFORM PRICING

Calvert County Government shall encourage open and competitive bidding by all possible means and shall endeavor to obtain the maximum degree of open competition on all purchase transactions using the competitive sealed bidding, competitive negotiation, or open market transaction methods of procurement. In submitting a bid each Contractor shall, by virtue of submitting a bid, guarantee that the Contractor has not been a party with other Contractors to an agreement to bid a fixed or uniform price. Violation of this implied guarantee shall render void the bid of such Contractors. Any disclosure to or acquisition by a competitive Contractor, in advance of the opening of the bids, of the terms or conditions of the bid submitted by another competitor shall render the entire proceedings void and shall require re-advertising the bids.

AWARD OR REJECTION OF BIDS

Calvert County Government shall award the Contract to the lowest responsible bidder, subject to its right to reject any or all bids Calvert County Government reserves the right to award a Contract by individual items, in the aggregate, or in combination thereof, and to waive any informality in bids received whenever such rejection or waiver is in the best interest of Calvert County Government. Calvert County Government reserves the right to reject all bids and make purchases based on state, county, or municipal contracts that are

3.3 established by a legal competitive process whenever it is in the best interest of Calvert County Government to do so. Calvert County Government also reserves the right to reject the bid of a Contractor who has previously failed to perform properly or complete on time contracts of a similar nature, or a bid of a Contractor who investigation shows is not in position to perform the Contract.

In determining the “lowest responsible bidder”, in addition to considering price, Calvert County Government shall consider:

1. The ability, capacity, and skill of the bidder to perform the Contract or provide the services required;

2. Whether the bidder can perform the Contract or provide the service promptly, or within the time specified, without delay or interference;

3. The character, integrity, reliability, reputation, judgment, experience, and efficiency of the bidder;

4. The quality of performance of previous contracts or services;

5. The previous and current compliance by the bidder with laws and ordinances relating to the Contract or service;

6. Whether the bidder is in arrears to Calvert County Government on any debt or Contract, is in default on any surety to Calvert County Government, or is delinquent as to any taxes or assessments; and

7. Any other information that may have a bearing on the decision to award the Contract.

INDEMNIFICATION

Nothing contained in the Contract shall be construed to constitute the Contractor an agent of Calvert County Government. The Contractor shall indemnify, keep, and save harmless Calvert County Government, its agents, officials, and employees, against all injuries, death, loss, damage, claims, patent claims, suits, liabilities, judgments, costs, and expenses which may or otherwise accrue against Calvert County Government in consequence of the granting of a Contract or which may or otherwise result therefrom. If it shall be determined that the act was caused through negligence or omission of the Contractor or his officers, directors, agents, or employees, of the subcontractor or his officers, directors, agents or employees, if any, and the Contractor shall, at his own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom or incurred in connection therewith, and if any judgement shall be rendered against Calvert County Government in any such action, the Contractor shall at his own expense, satisfy and discharge the same. Contractor expressly understands and agrees that any performance bond or insurance protection required by this Contract, or otherwise provided by Contractor, shall in no way limit the responsibility to indemnify, keep and save harmless and defend Calvert County Government as herein provided.

NON-DISCRIMINATION IN EMPLOYMENT

During the performance of this Contract, the Contractor agrees as follows:

1. The Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, gender identity, sexual orientation, or disability (physical or mental), except where religion, sex, national origin, gender identity, sexual orientation, or disability (physical or mental), is a bona fide occupational qualification reasonably necessary to the normal operation of the Contractor. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause.

3.4

2. The Contractor, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, shall state that such Contractor is an equal opportunity employer. In addition to complying with the provision of Equal Opportunity, the Contractor shall, in good faith, cooperate with Calvert County Government in investigation of Equal Employment Opportunity (EEO) complaints, whether formal or informal.

3. Notices, advertisements, and solicitations placed in accordance with federal law, rule, or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section.

4. The Contractor shall include the provisions above in every subcontract or purchase order so that the provisions shall be binding upon each subcontractor or vendor.

INSURANCE

The Contractor shall not commence work under this Contract until it has obtained the insurance required under this section. All coverage shall be with insurance carriers licensed and authorized to do business in Maryland. Insurance companies providing insurance shall be acceptable to Calvert County Government.

Self-insured Contractors shall submit an affidavit attesting to their self-insured coverage.

1. Certificate Holder, Additional Insured, and Contract Information

a. The Board of County Commissioners of Calvert County, Maryland shall be named as certificate holder and as an additional insured for the duration of the Contract as follows:

Board of County Commissioners of Calvert County, Maryland Attention: Procurement Office Courthouse, 175 Main Street Prince Frederick, Maryland 20678

b. The certificate shall also indicate the contract name and number.

c. Additional insured shall be as pertains to general liability and automobile liability and shall be stated under Description on the certificate as: Board of County Commissioners of Calvert County, Maryland shall be named as additional insured as pertains to general liability and automobile liability.

d. The “ADDL INSD” box shall be checked for general liability and automobile liability.

2. Commercial General Liability Insurance

During the life of this Contract, the Contractor shall procure and maintain Commercial General Liability Insurance in an amount not less than $1,000,000.00 (combined personal injury and/or property damage) per occurrence subject to $2,000,000.00 aggregate.

3. Workers Compensation

During the life of this Contract, the Contractor shall procure and maintain Workers Compensation insurance, including Employers Liability Coverage in accordance with the statutes of the State of Maryland, covering all employees engaged in performance of the contract. If a Contractor is a sole proprietor or is a company that is not required to maintain workers compensation insurance coverage under the laws of the state of Maryland, that Contractor shall submit the Workers’ Compensation Commission Sole Proprietor’s Status indicating “I have not elected to become a covered employee” and provide proof of General Liability coverage.

3.5

4. Automobile Liability Insurance

During the life of this Contract, the Contractor shall procure and maintain Automobile Liability Insurance, including applicable No-Fault coverage, with limits of liability not less than $1,000,000.00 per accident combined single limit Bodily Injury and Property Damage. Coverage shall include vehicles to be used in conjunction with this Contract on behalf of the Contractor.

If during the life of this Contract the Contractor owns commercial vehicles or obtains commercial vehicles, the Contractor shall procure and maintain Automobile Liability Insurance, to include No-Fault coverage, with limits not less than $1,000,000.00 per accident combined Bodily Injury and Property Damage. Coverage shall include “Any Auto” as indicated on the required Certificate of Insurance.

If during the life of this Contract the contractor does not own commercial vehicles, the Contractor shall procure and maintain vehicle coverage in accordance with the statutes of the State of Maryland. Coverage shall include “Non-Owned” and “Hired” as indicated on the required Certificate of Insurance.

5. Professional Liability

Medical Malpractice covering all medical professional staff. One Million Dollars ($1,000,000.00) limit per occurrence and Three Million Dollars ($3,000,000.00) in aggregate.

In addition, the Contractor shall also warrant that it and all its employees shall have professional liability insurance with limits of One Million Dollars ($1,000,000.00) each occurrence and Three Million Dollars ($3,000,000.00) in the aggregate.

6. Notice of Cancellation

Prior to starting performance of the Contract and for each extension of the Contract, a certificate of insurance shall be furnished to Calvert County Government. Insurance companies providing insurance shall be acceptable to Calvert County Government. The Contractor agrees to provide Calvert County Government a Certificate of Insurance evidencing that all coverage, limits and endorsements required herein are maintained and in full force and effect. If the Contractor receives a non-renewal or cancellation notice from an insurance carrier affording coverage required herein, or receives notice that coverage no longer complies with the insurance requirements herein, the Contractor agrees to notify Calvert County Government within two (2) business days with a copy of the non-renewal or cancellation notice, or written specifics as to which coverage is no longer in compliance. It shall be the Contractor’s responsibility to make immediate notification to Calvert County Government if any changes are made to the policy.

SUBLETTING OF CONTRACT OR ASSIGNMENT OF CONTRACT FUNDS

It is mutually understood and agreed that the Contractor shall not assign, transfer, convey, sublet, or otherwise dispose of their contractual duties to any other person, firm, or corporation, without the previous written consent of Calvert County Government which may be withheld for any reason or no reason at all.

If the Contractor desires to assign their right to payment of the Contract, Contractor shall immediately notify Calvert County Government, in writing, of such assignment of right to payment. In no case shall such assignment of Contract relieve the Contractor from their obligations or change the terms of the Contract.

3.6

TERMINATION OF CONTRACT

Calvert County Government may terminate a contract, in whole or in part, whenever Calvert County Government determines that such termination is in the best interest of Calvert County Government, without showing cause, upon giving written notice to the Contractor. Calvert County Government shall pay all reasonable costs incurred by the Contractor up to the date of termination. However, in no event shall the Contractor be paid an amount which exceeds the price proposed for the work performed. The Contractor shall not be reimbursed for any profits which may have been anticipated but which have not been earned up to the date of termination.

When the Contractor has not performed or has unsatisfactorily performed the Contract, Calvert County Government may terminate the Contract for default. Upon termination for default, payment may be withheld at the discretion of Calvert County Government. Failure on the part of a Contractor to fulfill the contractual obligations shall be considered just cause for termination of the Contract. The Contractor shall be paid for work satisfactorily performed prior to termination, less any excess costs incurred by Calvert County Government in completing the Contractor’s obligations under the Contract.

AVAILABILITY OF FUNDS

Multi-year contracts may be continued each fiscal year only after funding appropriations and program approvals have been granted by Calvert County Government. In the event Calvert County Government does not appropriate funds for the continuation of this Contract, then the affected multi-year contract becomes null and void effective July 1 of the fiscal year for which such approvals have been denied.

Calvert County Government reserves the right to immediately terminate a contract in the event funds are no longer available or have been exhausted. If Calvert County Government shall terminate a contract, Calvert County Government shall attempt to give written notice at least thirty (30) calendar days in advance of the effective date. The Contractor shall be paid for all labor and material provided as of termination date. No consideration shall be given for anticipated loss of revenue or profit on the cancelled portion of the Contract.

SERVICE DELIVERY FAILURES

Failures of a Contractor to provide the services required under this Contract within the time specified, or within reasonable time as interpreted by Calvert County Government shall constitute authority for Calvert County Government to procure the services required under this Contract in the open market. On all such purchases, the Contractor shall reimburse Calvert County Government, within a reasonable time as specified by Calvert County Government, for any expense incurred in excess of Contract prices. Such purchases shall be deducted from Contract quantities.

NON-LIABILITY

The Contractor shall not be liable in damages for delay in shipment or failure to deliver when such delay or failure is the result of fire, flood, strike, the transportation carrier, act of God, act of Government, act of an alien enemy or by any other circumstances which, in Calvert County Government's opinion, is unforeseeable and beyond the control of the Contractor. Under such circumstances, however, the Procurement Office may at their discretion, cancel the Contract.

BREACH OF CONTRACT

1. In the event the…