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HomeMy WebLinkAbout2015-557 Health - UNC Dept. of Family Medicine Medical Director services 2015-557 NORTH CAROLINA Health ORANGE COUNTY SERVICES AGREEMENT OVER$25,000.00 This Services Agreement (herinafter "Agreement"), made and entered into this first day of July, 2015, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") on behalf of the Orange County Health Department (hereinafter, "OCHD")and The University of North Carolina at Chapel Hill (hereinafter referred to as 'Provider" or "University") on behalf of its Department of Family Medicine in the School of Medicine, (hereinafter,the "Department"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to the County for Medical Director Services, including the professional "General Consultation" and "Clinical Services" identified in Section 3, Basic Services, below. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. 1 ii) Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) Provider agrees that Provider, its employees, agents and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of Provider's services under this Agreement. vi) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows: i) General Consultation Medical Servies. Medical Director Services provided by the Department in accordance with appropriate medical standards, accepted methods and procedures and shall include the following General Consultation Services: 1) Act as the principal advisor to OCHD Health Director and OCHD Personal Health Services Director in matters of medical policy. 2) Advise OCHD Health Director and OCHD Personal Health Services Director on the medical implications of alternatives in clinical program functioning and management. 3) Represent OCHD at the request of the OCHD Health Director, and negotiate on behalf of OCHD, with respect to interagency relationships that involve medical expertise. 4) Advise and interpret the regulatory requirements related to medical aspects of OCHUS functions. 2 5) Provide coordination for medical components of the Outpatient Clinics of OCHD. 6) Advise and assist OCHD staff in epidemiological investigations. 7) Be responsive to community public health concerns directly and in consultation with OCHD Health Director and OCHD Division Directors. 8) Assist OCHD Health Director and OCHD Personal Health Services Director in establishment of medical procedures and quality/quantity control mechanisms, including participating in program audits as requested. 9) Assist OCHD staff in data analysis towards identification of public health concerns. 10) Work with OCHD Health Director and OCHD Division Directors on formulation of responses to public health concerns. 11) Assist with evaluation of medical programs and services provided by OCHD, including recommendations for constructive change. 12) Maintain close contact and availability through on-site visits at OCHD and phone consultation to assist OCHD in the discharge of OCHD responsibilities. 13) Participate in OCHD Division Head management meetings and OCHD Division level meetings when requested and appropriate. 14) Attend Orange County Board of Health meetings when requested. 15) Provide medical direction to school health programs in both school systems in Orange County and medical consultation to both school and OCHD staff working in or with school health programs. 16) Other miscellaneous duties as provided for in the agreement. 17) Discharge the above described responsibilities through and with prior knowledge of OCHD Health Director. ii. Clinical Services. The Medical Director Services provided by the Department shall include Clinical Services in compliance with State and Federal guidelines and program rules for all Outpatient Clinics conducted by OCHD, including without limitation the following OCHD Outpatient Clinics: Family Planning (FP), Prenatal Care (PNC), Child Health (CH), Adolescent Health (ADOL), Tuberculosis (TB), Sexually Transmitted Disease (STD), General Communicable Disease Control (GEN), Adult Health Preventive Services (AH/HP), Primary Care (PC), and Refugee Health (RH). The Clinical Services provided by the Department shall include the following: 1) Collaboration with OCHD to develop and approve protocols for Outpatient Clinics. For the mutual benefit of the Department, OCHD, and its prenatal 3 patients, prenatal patients will be managed according to OCHD established protocols. These protocols will be reviewed annually and be consistent with protocols used at UNC Department of OB/GYN and Family Medicine outlying clinics. 2) Primary medical supervision of the nurse practitioners who are employees of OCHD to include ongoing monitoring and evaluation of the medical acts performed by the nurse practitioners. Meeting with nurse practitioners at least once every six months to identify and document clinical problems, progress toward improving outcomes and recommendations for changes in treatment plans. Documentation of clinical issues discussed and actions taken will be signed, dated, retained by the nurse practitioner and physician and be available for review. 3) During the first six months of practice, meet with new nurse practitioners monthly to discuss practice-relevant clinical issues and quality improvement measures. Documentation of clinical issues discussed and actions taken will be signed, dated, and retained by the nurse practitioner and physician and be available for review. 4) Weekly group meetings with clinical staff in each site according to an agreed upon schedule to discuss high-risk patient care, treatment changes, and clinical operation issues. 5) Overall responsibility for medical residents and medical students working in clinics. This includes orientation, supervision of practice and assurance of compliance with OCHD program and documentation requirements. Advance notice of medical resident and student placement will be made to the Personal Health Director. Medical students are limited to those involved in special projects with the Medical Director. All medical residents and students must be in compliance with OCHD immunization requirements and maintain documentation of such on file at UNC. 6) Provision of routine medical services during scheduled on-site times at OCHD Outpatient Clinics, including documentation of Clinical Services provided per established OCHD protocols. 7) Medical consultation visits to OCHD patients during on-site scheduled times at Outpatient Clinics; medical consultation to OCHD nurse practitioners as needed by telephone when the Medical Director is not on-site at OCHD outpatient clinics. 8) Continuing education consultation for OCHD nurse practitioners and other OCHD staff to include regular informal consultation and periodic formal sessions as appropriate. 9) After-hours medical consultation for primary care patients of OCHD. UNC Health Care's HealthLink program provides initial triage of after-hours calls. The Department will provide Medical Director consultation and supervision to OCHD clinicians (4 FNPs) that provide after-hours medical consultation (on a rotating basis) for OCHD clients referred by HealthLink. 4 The Medical Director shall also provide after-hours medical consultation for HealthLink referred OCHD clients on a rotating basis such that each of the 5 clinicians shall provide such after-hours medical consultation 1 week every 4-5 weeks. 10) Discharge the above described responsibilities through and with the prior knowledge of OCHD Health Director. Designation of a Medical Director. The Department shall provide, at a minimum, the equivalent of .70 Full Time Equivalent (FTE) personnel to carry out the Medical Director Services described in this agreement, including the General Consultation and Clinical Services identified above. 1) Services shall be provided primarily by the "Medical Director" or a "back- up Department physician." The Medical Director shall be board certified in Family Medicine or an equivalent certification. The Medical Director will report activities and services performed for OCHD as requested by OCHD Health Director. 2) The Chair of the Department shall, concurrent with the execution of this agreement, designate the name of the Medical Director, and the names of up to five Department physicians who will rotate as back-up Department physicians, to be "available" to provide the General Consultation and Clinical Services identified in this agreement, see attachment A, Designation of a Medical Director, which is hereby incorporated by reference. 3) The Department and OCHD shall indicate their mutual agreement to the designation of the Medical Director and designated back-up Department physicians available to be scheduled in the absence of the Medical Director by signing the "Designation of Medical Director" which is attached to this Agreement as Exhibit A and hereby incorporated by reference. Any changes in these designations will be mutually agreed to by the Chair of the Department and OCHD Health Director. In the event that the Medical Director or any designated back-up Department physician becomes unwilling or unable to perform the duties required by this agreement, the Department and OCHD shall attempt to mutually agree upon replacement(s). If such mutual agreement is not achieved, then this agreement shall terminate and any payment due as of the date of termination shall be paid as provided below in this agreement. 4) Coverage. The Medical Director or designated back-up Department physician shall provide a total of twenty-eight (28) hours per week of the foregoing Clinical Services on-site at OCHD Outpatient Clinics or other sites as provided therefore. Days and times and the identity of the person or persons scheduled to be on-site to provide this coverage on behalf of the Department will be mutually agreed to by the Department and OCHD. Although the Department is not required to provide the attendance of a Medical Director or back-up Department physician on the premises of OCHD outpatient facilities or other sites provided therefore at other times, access should be made available during other days and times as stipulated in this agreement. 5 5) Back-Up Coverage. Substitute coverage by a back-up Department physician is expected during vacations and other anticipated absences of the Medical Director or back-up Department physician originally scheduled to be available. The Medical Director or designated back-up Department physician shall be responsible for notifying OCHD of schedule changes. If attendance as scheduled of the Medical Director or designated back-up Department physician is impossible due to unremediable circumstances, phone coverage of a designated back-up Department physician must be provided. In addition to the foregoing described days and hours, at the request of OCHD Health Director, the Medical Director or designated back- up Department physician will provide on-site medical supervision at OCHD Outpatient Clinics or other sites as necessary during communicable disease incidents or other public health-related emergencies. 6) Substitutions in the scheduling of the Medical Director or designated back- up Department physician will be the responsibility of the Department in consultation with OCHD Health Director. Vacation leave, continuing education, and other assignments requiring temporary back-up coverage will be mutually agreed upon by the Chair of the Department and OCHD Health Director. iv. The Department will assure that the Medical Director and designated back-up Department physicians are in, and maintain, compliance with OSHA guidelines regarding bloodborne pathogens including Hepatitis B and TB status as well as documentation of immunization against measles, mumps, rubella and varicella. In the event of a bloodborne pathogen exposure, the Department will be responsible for providing follow-up according to its policies and procedures governing exposure incidents. V. The Department will maintain current registration and licensure of the Medical Director and designated back-up Department physicians and shall provide copies to OCHD as appendices to the Designation of Medical Director attachment to this contract. 4. Duration of Services a. Term. The term of this Agreement shall be from July 1, 2015 to June 30, 2016, and shall be renewable annually thereafter upon written notification executed by both parties. b. Scheduling of Services. i) The Provider shall schedule and perform his activities in a timely manner. ii) OCHD Outpatient Clinics are operational during the normal business hours of 8:00 A.M. to 5:00 P.M., Monday through Friday. On Wednesday, the clinics operate from 10 AM — 5 PM. In addition, one weekday per site (Tuesday - Hillsborough; Thursday - Chapel Hill)the Outpatient Clinics operate on a flexible evening schedule (i.e. 9:30 AM — 6:30 PM) to provide greater access to care. Outpatient Clinics may run beyond their scheduled time. In addition to the above- 6 described activities during the after-hours program, the Department is responsible for medical activities conducted in the Outpatient Clinics in accordance with this agreement during the entirety of the hours specified in this paragraph. iii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate his efforts, including providing additional resources and working overtime, as necessary, to perform his services in accordance with the approved project schedule at no additional cost to the County. iv) The Commencement Date for the Provider's Basic Services shall be July 1, 2015. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement except for any authorized Reimbursable Expenses which are defined herein. The maximum amount payable for Basic Services shall not exceed one hundred forty-five thousand, four hundred and sixteen Dollars ($145,416), and shall be payable in equally monthly installments of Twelve Thousand One Hundred Eighteen dollars ($12,118). b. The University shall invoice OCHD on a monthly basis with the first invoice being dated July 1,2015. c. Payment for Basic Services shall become due and payable within thirty (30) days of University properly invoicing the County. Any adjustments to the invoice shall be taken into account in the next invoice or as soon thereafter as reasonably practicable. d. Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(e). e. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. f. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated, the Health Director, to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7 b. OCHD agrees to furnish all supplies, equipment, office space and a computer as needed by the Medical Director; to include the Medical Director in all appropriate conferences, meetings, correspondence and publications necessary to appropriately discharge the Medical Director's duties within budgetary constraints. 7. Insurance a. General Requirements. The University will be responsible for the negligence of its employee and agents working under this Agreement to this extent of the North Carolina Tort Claims Act. Further, the University shall provide adequate professional liability insurance for the University and its personnel who provide services described in this Agreement. The insurance limits will be stated in a Conformation of Insurance submitted at the time this Agreement is commenced. The professional liability insurance shall cover personal injury and property damage claims arising out of or related to the performance under this Agreement by the persons designated as Medical Director under this Agreement in the amount of at least $1 million, per occurrence, $2 million aggregate. b. Evidence of Insurance. Evidence of such insurance shall be furnished to the County, together with evidence that each policy provides the County with not less than thirty (30) days prior written notice of any cancellation, non-renewal or reduction of coverage. 8. Indemnity a. Indemnity. The University will be responsible for the negligence of its employees and agents to the extent of the North Carolina Tort Claims Act. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon ninety (90) days' prior written notice to the Provider. b. Termination by Either Party. This agreement or its renewals may be terminated at any time without penalty by either party provided that the agreement is terminated either: i) Upon failure of the parties to agree on a replacement Medical Director or replacement designated back-up Department physician pursuant to paragraph 6 of this agreement; or 8 upon delivery of written notice of termination furnished to the other party at least ninety (90) days prior to termination. c. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County ninety (90) days' prior written notice of its intent to terminate this Agreement for cause. d. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. e. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. c. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. d. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. e. Nondiscrimination. OCHD hereby agrees with the University that, in their educational and/or employment practices, OCHD and the University will comply with such state 9 and federal non-discrimination laws as may be applicable to it in the performance of this agreement. f. Conduct of Service. The Department shall abide by pertinent rules and regulations of OCHD, Orange County, and the North Carolina Department of Health and Human Services in the conduct of service. g. Confidentiality. The University, the Department and OCHD shall comply with such confidentiality laws as may be applicable in the performance of this agreement and acknowledge that in receiving, storing, processing or otherwise dealing with any confidential information, they will safeguard and not further disclose the information except as permitted by the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, as amended, and the provisions of the Business Associate Agreement which is attached hereto and incorporated herein by reference. h. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. i. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Health Department Provider's Name Attention: Accounts Payable UNC Dept. of Family Medicine 300 West Tryon Street Attn: Warren P. Newton, MD Hillsborough,NC 27278 590 Manning Drive Chapel Hill,NC 27599 k. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11 A and Article 40 of North Carolina General Statute Chapter 66. 10 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: Acting for By. BY- Bonnie Hammersley, County an ger Dean, ool of edicine Vice Chancello fhrhAaA;­1 AM.*., Printed Name nd By: Matthew A. Mauro, MD CEO, UNC Faculty Physicians Printed Name and Title This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control CG�Pb Date: Paul Lau n,In erim Finance Officer 11 ATTACHMENT A Designation of Medical Director Attachment to Contract between the Department of Family Medicine, University of North Carolina, School of Medicine and the Orange County Health Department for July 1, 2015through June 30, 2016. The following physicians are designated by the Department of Family Medicine to fulfill the terms of the attached contract: Julie Monaco,MD Medical Director Narges Farahi, MD Physician Martha Carlough MD Physician Adam Zolotor, MD Physician Samuel Weir, MD Physician Kristin Powell-Reavis MD Physician Copies of current registration and licensure for these physicians are attached. Signed: Warren P. Newton Department of Family Medicine Date Agreed: �&- 12== 'A /6 - 7-/,5- Colleen M. Bridger, HeGA Director Orange County Health Department Date 13