HomeMy WebLinkAbout2022-597-E-Emergency Svc-University of North Carolina School of Medicine-EMS Medical Director's Contract UNC SOM #18-0743.t006
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AN AGREEMENT TO PROVIDE EMERGENCY MEDICAL DIRECTOR SERVICES
THIS AGREEMENT dated July 1, 2022 between The University of North
Carolina at Chapel Hill on behalf of its Department of Emergency Medicine (the
“University”), and the County of Orange (the “County”), a local political subdivision for
the State of North Carolina, for provision of Emergency Medical Director Services to
Orange County.
WITNESSETH
Whereas, the County and the University have historically cooperated and worked
jointly on matters of mutual concern and interest; and
Whereas, the County operates and maintains a Department of Emergency Services
which, as one of its functions, provides emergency medical care to the residents of the
County; and
Whereas, the County wishes to have associated with this program trained
physicians specializing in emergency medicine to provide guidance and support; and
Whereas, the University, through its Department of Emergency Medicine, wishes to
provide this service for the County; and
Whereas, performance of the activities described herein is consistent with the
University’s goals of research, teaching, education and public service.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and conditions set forth below, the County and the University agree as follows:
1. The University agrees to provide a physician from the Department of
Emergency Medicine to serve as Emergency Medical Director to the County
(hereafter “the Medical Director”).
2. The Services of the Medical Director shall include the following:
a. Provide medical direction for the emergency medical services program of
Orange County, including Medical and First Responder, Basic Life Support,
Advanced Life Support, and special events coverage.
b. Provide medical oversight, guidance, and leadership for medical issues and
responses for fire and law enforcement partners in Orange County.
c. Develop, review, and periodically update medical treatment protocols in
conjunction with the County Director of Emergency Services or their
designee (hereafter “the Director”).
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d. Provide medical treatment supervision of County personnel by randomly
responding to EMS calls and observing the approach, demeanor,
relationships, and medical treatment provided to the patient and others by all
responding personnel including, Medical and First Responders, Fire, Law
Enforcement, Rescue, and EMS.
e. Facilitate a program of total quality management of patients addressing
compliance to protocol, standards of care, technician proficiency,
appropriate patient management, effectiveness of treatments and protocols,
evaluation for positive patient outcomes and other components of the
Orange County EMS system that occur from access through 911 to delivery
through the Emergency Department at the University of North Carolina
Hospitals or other appropriate location in accordance with applicable law or
policy. Provide ongoing recommendations to the Director of system needs
and changes necessary to implement and operate the patient total quality
management program.
f. Serve as the contact person for UNC Hospitals and receive complaints,
comments, or questions from the hospital’s medical staff about out-of-
hospital emergency medical issues and consult with the Director or their
designee for resolution.
g. Assist the Medical Affairs Officer for the County’s Department of
Emergency Services in general medical issues for HazMat, Fire, Rescue,
Law Enforcement, and others in providing coverage for special events,
planning for mass casualty, and other activities outside the routine EMS
tasks.
h. Serve as the Medical Director for the Emergency Medical Dispatch program
and perform the same functions for Communications as noted in sub-
paragraphs b, c and d.
i. Review data about the EMS System in Orange County and analyze activity
and trends through interpretation of various databases.
j. Provide weekly administrative time at the Department of Emergency
Services for consultation and review of medical issues with the Director.
k. Be available by telephone for twenty-four (24) hours a day medical
consultation.
l. Relate to all patients and staff of the County in a professional manner.
m. Provide medical consultation in accord with accepted methods and
procedures.
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n. Other duties as may be requested and necessary in assuring a quality EMS
program for Orange County.
3. The Department Director of the University’s Department of Emergency
Medicine, with the advice and consent of the Director, shall designate the
physician who will serve as the Medical Director and the name of any physician
or physicians who will provide services under this Contract as back-up to the
person named as the Medical Director in the event the Medical Director is
unavailable. The names of those designated shall, upon designation, be
provided to the Director within 30 days of the start of this Agreement.
a. Any change in the persons designated will be agreed upon by the head of the
University’s Department of Emergency Medicine and the Director.
b. The University and the County shall indicate their agreement to the
designation of the Medical Director and any other physicians involved as
described above by signing the “Designation of Medical Director”
attachment (“Attachment A”) to the Contract.
4. In the event that the Medical Director and back-up physicians become unwilling
or unable to perform the duties required by this Contract, the University shall,
with the advice and consent of the Director, designate replacements. If
agreement on designation is not achieved, then this Contract shall terminate.
5. The University shall be responsible for ensuring that any physicians providing
Services under this Contract maintain current registration and licensure and
shall provide evidence of such to the County upon request.
6. The County shall compensate the University for Services provided in this
Contract from July 1 of each year through June 30 of the next year in the
amount of seventy thousand two hundred dollars ($70,200) per year. The
University shall invoice the County on or about July 1 of each year and the
County shall provide payment within 30 days of receipt of invoice.
7. The County shall make available to the Medical Director, back-up physicians,
or replacement physician a County vehicle to be used while performing
Services. The County shall be responsible for insurance and all maintenance
requirements for such vehicle.
8. The County and the University shall each designate one person as its’ official
contact person for purposes of implementing and administering this Contract.
Any notice required by this Agreement shall be in writing and delivered by
certified or registered mail, return receipt requested to the following:
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Orange County University’s Name
Attention: Kirby Saunders UNC at Chapel Hill
P.O. Box 8181 Department of Emergency Medicine
Hillsborough, NC 27278 170 Manning Dr. Chapel Hill, NC
27514
9. Nothing contained herein is intended to alter or abridge the employment
relationship between the University and its employees or the County and its
employees.
10. Any University staff providing services under this Contract to the County shall
be provided with the University’s medical and hospitalization benefits and
insurance and be covered by Worker’s Compensation insurance or self
insurance.
11. Both parties to this contract will adhere to local, state, and federal legal
requirements, including those regarding claim submission for third party payors
and those regarding the confidentiality of medical records, and may enact other
contracts or agreements stipulating the specific arrangements for achieving this
compliance.
12. The Term of this Agreement shall be for a period of one year, from the 1st day
of July 2022 to the 30th day of June, 2023, and shall be renewable, upon the
mutual written agreement of the parties.
13. This Agreement or its renewals may be terminated at any time and as provided
in paragraph 4, without penalty b y either party provided that written notice of
such termination is furnished to the other party at least 90 days prior to
termination. In the event of such termination any payment due shall be prorated
to the date of termination. If either party defaults in its obligations and does not
cure such default within ten (10) days of receipt of notice of such default, the
non-defaulting party may immediately terminate the Contract.
14. Independent Contractor. The services rendered by the University and the
physician(s) appointed medical director pursuant to this Agreement are those of
an independent contractor with respect to Orange County Government. For all
purposes, the medical director is an employee of The University and not an
employee of Orange County Government. Nothing contained in this Agreement
shall be construed to create the relationship of principal and agent, or employer
and employee, between The University and Orange County Government.
15. The University shall be responsible for the negligence of its employees and
agents to the extent allowed under the North Carolina Tort Claims Act, and
without waiver of sovereign immunity. Further, the University shall maintain
adequate professional liability self-insurance for the University personnel who
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provide the services described in this Contract. The insurance limits will be
stated in a Certificate of Insurance or other written evidence of insurance
submitted to the County at the time the Contract is commenced.
16. No transfer or assumption of liability for the acts of the employees or agents of
either party is intended by the parties to this Contract.
17. This Agreement is made only to benefit the Parties hereto. Nothing in this Agreement
is intended to create, nor has it created any rights, interests, or benefits for any other
parties whatsoever.
18. The University and the County hereby agree that, in their educational and/or
employment practices, each will comply with all applicable local, state, and
federal laws, rules, and regulations as may be applicable to them in the
performance of this contract, including but not limited to all state and federal
non-discrimination laws, policies, rules, and regulations and the Orange
County Living Wage Policy (each policy is incorporated herein by reference
and may be viewed at
http://www.orangecountync.gov/departments/purchasing_division/contracts.p
hp.) Any violation of the Orange County Non-Discrimination Policy is a
breach of this Agreement and County may immediately terminate this
Agreement without further obligation on the part of the County. This
paragraph is not intended to limit and does not limit the definition of breach to
discrimination.
19. This Contract, including any exhibits hereto, constitutes the entire agreement
and understanding between the parties regarding the subject matter hereof and
supersedes any prior oral or written discussion, agreements, and negotiations
between the parties. The provisions of this Contract cannot be amended except
by a written agreement executed by both parties.
20. The laws of North Carolina shall govern the validity and interpretation of the
provisions, terms, and conditions of the Contract. By executing the
Agreement, University affirms that University is and shall remain in
compliance with Article 2 of Chapter 64 of the North Carolina General
Statutes. By executing this Agreement University certifies that University has
not been identified as utilizing the services of any agent or subcontractor, on
the list created by the State Treasurer pursuant to G.S. 147-86.58.
21. No provision of this Agreement shall be construed or interpreted as creating a
pledge of the faith and credit of the Orange County within the meaning of any
constitutional debt limitation. No provision of this Agreement shall be
construed or interpreted as creating delegation of governmental powers or as a
donation by a lending of the credit of Orange County within the meaning of the
Constitution of the State of North Carolina. This Agreement shall and does not
directly or indirectly or contingently obligate Orange County Government to
make any payments beyond those appropriated in the sole discretion of Orange
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County for any fiscal year in which this Agreement shall be in effect. No
deficiency judgment may be rendered against Orange County in any action for
breach of a contractual obligation under this Agreement and the taxing power of
Orange County is not and may not be pledged directly or indirectly or
contingently to secure any monies due under this Agreement.
22. Health Care Regulatory Covenants. The parties acknowledge and agree that
the compensation set forth in this Agreement is commercially reasonable and
represents the fair market value of the services to be provided. Further, this
Agreement has been negotiated in an arm’s length transaction and has not been
determined in a manner which takes into account the volume or value of
referrals or other business that may be generated between the parties. The
parties agree that the medical director services are necessary services, and
services for which neither the University nor the Physicians are otherwise
generally compensated. The parties hereby support a patient’s right to select the
medical facilities and providers of their choice.
23. 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 11A and Article 40 of
North Carolina General Statute Chapter 66.
IN WITNESS WHEREOF, the parties hereto have duly and validly authorized and
executed this Agreement this the 1st day of July 2022.
THE UNIVERSITY OF NORTH CAROLINA
AT CHAPEL HILL ON BEHALF OF ITS
SCHOOL OF MEDICINE
_______________________________
Josephine Tetteh, Director
Office of Professional Service
Contracts and Affiliations
Date ___________________
FOR AND ON BEHALF OF THE COUNTY OF ORANGE
_______________________________
Bonnie Hammersley, County Manager
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8/23/2022
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ORANGE COUNTY—DEPARTMENT USE ONLY
________________________________________________________________________
Party/Vendor Name: University of North Carolina School of Medicine Party/Vendor Contact Person:
Franklin Farmer Contact Phone:919.937.3757 Party/Vendor Address: 170 Manning Drive City Chapel
Hill State: NC Zip: 27599 Department: Department of Emergency Medicine Amount: $70,200 Purpose:
EMS Medical Director's Contract Budget Code(s): 10- 7575206300 Vendor # N/A (N/A if new vendor)
Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal
Amendment Effective Date July 1, 2022 Approved by Board Yes No Agenda Date:
This agreement is approved as to technical form and content and I as Department Director affirmatively
state work on this project has not been initiated prior to execution of the agreement:
Department Director’s Signature ________________________________________ Date: ________
Agreements for emergency services or repair are not subject to the above affirmation. If services related to
this agreement have already begun or been completed please briefly describe the nature of th e emergency
condition that was addressed:
Information Technologies
(Applicable only to hardware/software purchases or related services) This agreement has been reviewed
and is approved as to information technology content and specifications:
Office of the Chief Information Officer___________________________________ Date: ________
Risk Management
This agreement is approved for sufficiency of insurance standards, specifications, and requirements:
Office of the Risk Management Officer___________________________________ Date: _________
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal
Control Act:
Office of the Chief Financial Officer ____________________________________ Date: _________
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney __________________________________________Date: ________
Clerk to the Board
Received for record retention: All Docusign contracts must be copied to the Clerk upon completion:
occlerkdocs@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Office of the Clerk to the Board __________________________________________Date:_________
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10/18/2022
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