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HomeMy WebLinkAbout2017-074 Health - UNC Health Care System for Komen Grant Breast Cancer Screening Services [Departmental Use On ly] TITLE UNC - EA Komen FY 2016-17 NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this first day of April, 2016, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and UNC Health Care System on behalf of its affiliated entities UNC Hospital and the University of North Carolina at Chapel Hill for its School of Medicine, (hereinafter, the "Provider"). 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 County with respect to (insert type of project): the performance of breast cancer screening services in relation to a Susan G. Komen Grant. 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 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 throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the { V60CX} 1 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. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns 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. vii) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3. Basic Services a. Basic Services. Provider will provide breast cancer screening services for certain patients referred to Provider by the County in connection with the County's Susan G. Komen Grant, as listed in Exhibit A (NC Project Access Services Fee Schedule) and any amendments thereto, which is attached and hereby incorporated by reference. The County will compensate Provider for the Basic Services in accordance with Exhibit A and Section 5(a)herein. f ftym lboal 2 4. Duration of Services a. Term. The term of this Agreement shall be from April 1, 2016 to March 31, 2017. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. County will notify the Breast Imaging Supervisor of patients being referred to UNC as part of Project Access. Identification will occur preferably by phone, to be followed by a fax submission of the Project Access Scheduling Form which includes the scheduled appointment date and time. Kathy Taylor, R.T. (R)(M) Breast Imaging Supervisor, UNC Health Care Direct: 984.974.8118/1\4ain: 984.974.8120 Pager: 216.3691 Fax: 919.966.9278 ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be April 1, 2016. 5. Compensation a. Compensation for Basic Services. The County shall compensate Provider for Basic Services in accordance with the Fee Schedule in Exhibit A, attached hereto and incorporated herein by this reference. The maximum amount payable to Provider for Basic Services shall not exceed Thirty Nine Thousand, Four Hundred Sixty Two Dollars ($39,462). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Provider shall send invoices to: Orange County Health Department, Project Access Program ATTN: Pam McCall 300 W. Tryon Street Hillsborough, NC 27278 Payments to Provider for Basic Services shall clearly identify the patient name and date of service. Payment shall be subject to provisions of Section 5(b). b. 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. 10%VkE6�60CXI 3 c. 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 (Pam McCall) to act as the County's representative with respect to this Agreement 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. Insurance a. General Requirements. The Provider will be responsible for the negligence of its employee and agents working under this Agreement to the extent of the North Carolina Tort Claims Act. Further, the Provider shall provide adequate professional liability insurance for the Provider 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 providing this Service 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 Provider 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 {(b' .q61bOCX} 4 a. Termination for Convenience of the County. This Agreement may be terminated without cause by either Party and for its convenience upon thirty (30) days' prior written notice to the other Party. b. 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 seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. 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 Services, to the extent permitted under applicable law. d. 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. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 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. Compliance with Laws. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all anti-discrimination laws. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article Z of Chapter 64 of the North Carolina General Statutes and that they certify they f&dOMj b0CXj 5 have not been identified nor utilized the services of any subcontractor on the list created by the State Treasurer pursuant to G.S. § 147-86.58. d. 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. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. 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. f. 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. g. 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. h. Si ang tures. 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. i. 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 Attention: Kimberlee Quatrone Ift"Alboal 6 P.O. Box 8181 Hillsborough,NC 27278 UNC Health Care System Legal Department 101 Manning Drive Medical Wing E, 2nd Floor Chapel Hill,NC 27514 Attn: Allyson Lawless, Esq. With copy to: UNC Health Care System Managed Care Department 211 Friday Center Drive, Suite 2057 Chapel Hill,NC 27517 Attn: VP, Managed Care [SIGNATURE PAGE TO FOLLOW] { V60CX1 7 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: By. By. Bonnie Hammersley, County Ma er 6 Lewis Chief Financial Officer Printed Name and Title (000W�W.Mtx} 8 EXHIBIT A-NC Project Access Services Fee Schedule Fee Service Department, Schedule Service code(CDM Service Code(cdm #of Amount Entity/Provider Charge#,CPT Code) EAP#) Charge description lesions due* UNC Hospitals Radiology/G0202 74030002 SCREENING MAMMOGRAM 92.57 UNC Hospitals Radiology/G0204 74010004 BILATERAL DIAGNOSTIC MAMMOGRAM 111.9 UNC Hospitals Radiology/G0206 74010005 UNILATERAL DIAGNOSTIC MAMMOGRAM 87.57 UNC Hospitals Radiology/76641 74020073 ULTRASOUND BREAST COMPLETE 92.07 UNC Hospitals Radiology/76642 74020072 ULTRASOUND BREAST LIMITED 92.07 UNC Hospitals Radiology/19081 73610326 STERO BX BREAST 1ST LESION 941.98 UNC Hospitals Radiology/19082 73610327 STERO BX BREAST ADD'L LESION No Charge UNC Hospitals Radiology/19083 73610328 US BX BREAST 1ST LESION 941.98 UNC Hospitals Radiology/19084 73610329 US BX BREAST ADD'L LESION No Charge UNC Hospitals Radiology/19085 73610330 MR BX BREAST 1ST LESION 941.98 UNC Hospitals Radiology/19086 73610331 MR BX BREAST ADD'L LESION No Charge UNC Hospitals Radiology/77063 74030011 HC MG SCREENING DIGITAL BREASTTOMO BIL 23.93 UNC Hospitals Radiology/G0279 74030012 HC MG DX DIGITAL BREASTTOMO UNIL OR BIL 23.66 UNC Hospitals Radiology/76882 74020033 HC US EXTREMITY NV W IMAGE LTD 92.07 UNC Hospitals Radiology/19000 53610039 HC ASPIRAT PUNCT BREAST CYST 480.64 UNC Hospitals Radiology/19001 63610010 HC ASPIRAT BREAST CYST EA ADD No Charge UNC Hospitals Radiology/10160 73610001 HC ASPIR HEMATOMA ABCES BUL CYST 228.27 UNC Hospitals Radiology/76942 74020040 HC S&I US GUIDANCE NEEDLE PLACEMENT 33.1 UNC Faculty Physicians Radiology/G0202 SCREENING MAMMOGRAM 34.51 UNC Faculty Physicians Radiology/G0204 BILATERAL DIAGNOSTIC MAMMOGRAM 43.21 UNC Faculty Physicians Radiology/G0206 UNILATERAL DIAGNOSTIC MAMMOGRAM 34.51 UNC Faculty Physicians Radiology/76641 ULTRASOUND BREAST COMPLETE 36.25 UNC Faculty Physicians Radiology/76642 ULTRASOUND BREAST LIMITED 33.79 UNC Faculty Physicians Radiology/19081 STERO BX BREAST 1ST LESION 168.92 UNC Faculty Physicians Radiology/19082 STERO BX BREAST ADD'L LESION XX 84.67 UNC Faculty Physicians Radiology/19083 US BX BREAST 1ST LESION 159.01 UNC Faculty Physicians Radiology/19084 US BX BREAST ADD'L LESION XX 79.2 UNC Faculty Physicians Radiology/19085 MR BX BREAST 1ST LESION 186.4 UNC Faculty Physicians Radiology/19086 MR BX BREAST ADD'L LESION XX 92.54 UNC Faculty Physicians Radiology/G0279 HC MG DX DIGITAL BREASTTOMO UNIL OR BIL 29.65 UNC Faculty Physicians Radiology/77063 HC MG SCREENING DIGITAL BREASTTOMO BIL 29.65 UNC Faculty Physicians Radiology/7882 HC US EXTREMITY NV W IMAGE LTD 24.38 UNC Faculty Physicians Radiology/19000 HC ASPIR OF CYST BREAST 43.45 UNC Faculty Physicians Radiology/19001 HC ASPIR OF CYST BREAST ADD'L CYST 21.75 UNC Faculty Physicians Radiology/10160 HC ASPIR HEMATOMA ABCES BUL CYST 93.84 UNC Faculty Physicians Radiology/76942 HC S&I US GUIDANCE NEEDLE PLACEMENT 33.1 *Fee schedule amount subject to periodic increases based on price changes XX add'l lesions billed per lesions sampled