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HomeMy WebLinkAbout2024-427-E-Emergency Svc-University of North Carolina- School of Medicine-Office of Professional Service Contracts and Affiliations Emergency Services1 AN AGREEMENT TO PROVIDE EMERGENCY MEDICAL DIRECTOR SERVICES THIS AGREEMENT dated July 1, 2024 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”). Docusign Envelope ID: DCA49963-4500-4BE3-8BCD-196F2E4AFAE2 2 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. Docusign Envelope ID: DCA49963-4500-4BE3-8BCD-196F2E4AFAE2 3 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: Orange County University’s Name Attention: Kirby Saunders UNC at Chapel Hill Docusign Envelope ID: DCA49963-4500-4BE3-8BCD-196F2E4AFAE2 4 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 2024 to the 30th day of June, 2025, 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 by 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 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. Docusign Envelope ID: DCA49963-4500-4BE3-8BCD-196F2E4AFAE2 5 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 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 Docusign Envelope ID: DCA49963-4500-4BE3-8BCD-196F2E4AFAE2 6 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 2024. FOR AND ON BEHALF OF THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL _______________________________ Josephine Tetteh Director, Office of Professional Service Contracts and Affiliations FOR AND ON BEHALF OF THE COUNTY OF ORANGE _______________________________ Travis Myren, County Manager Docusign Envelope ID: DCA49963-4500-4BE3-8BCD-196F2E4AFAE2 Revised 01/24 1 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: University of North Carolina- School of Medicine Vendor Contact Person: Alison M. Melvin Phone: 919-966-4548 Address: 3140 Bioinformatics Building City Chapel Hill State: NC Zip: 27599 Department: Office of Professional Service Contracts and Affiliations /Emergency Services Amount:$70,200 Purpose: EMS Medical Director’s Contract Budget Code(s): 10-7575206300 Vendor # Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: Renewal Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date July 1, 2024 End Date June 30, 2025 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation 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. This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: EMS Has had continuous uninterrupted service from the Medical Director. Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services 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 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: Received for record retention: Docusign Envelope ID: DCA49963-4500-4BE3-8BCD-196F2E4AFAE2 7/11/2024 7/11/2024 7/12/2024 7/25/2024 Revised 01/24 2 Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: DCA49963-4500-4BE3-8BCD-196F2E4AFAE2 MIKE CAUSEY INSURANCE COMMISSIONER BRIAN TAYLOR STATE FIRE MARSHAL CERTIFICATE OF COVERAGE Insurer: State of North Carolina Authorization: North Carolina General Statute Sections 143-291 to 143-300.1A, commonly referred to as the State Tort Claims Act. Coverage: Tort Claims against Departments, Agencies, and Employees must be filed in the North Carolina Industrial Commission and a legal defense is provided by the State. Limits $1,000,000 statutory damages cap per occurrence for Tort claims against the State. Description: UNC-Chapel Hill and its employees, officers, agents, as covered by the Defense of State Employees as per NCGS § 143 300.2. The State Tort does not expire. Administrator: Department Insurance - Risk Management Division Office of State Fire Marshal 1202 Mail Service Center, Raleigh, NC 27699-1202 Note: This Certificate is for informational purposes only and does not alter any provision of the Tort Claims or Defense of State Employees General Statutes of the State. Verified By: Latarsha Y. Silver, CRM Risk Manager OFFICE OF STATE FIRE MARSHAL 1202 MAIL SERVICE CENTER I RALEIGH NC 27699-1202 I TEL 919.647.0000 I Fax 866.851.6508. I WWW.NCOSFM.GOV Docusign Envelope ID: DCA49963-4500-4BE3-8BCD-196F2E4AFAE2 MIKE CAUSEY INSURANCE COMMISSIONER BRIAN TAYLOR STATE FIRE MARSHAL January 24, 2024 Re: NC State Tort The State of North Carolina is self-insured and claims sovereign immunity, therefore cannot be sued without its permission. For this reason, we do not purchase general liability insurance. However, by statute (Chapter 143, Article 31), the State has waived its sovereign immunity against suits for negligence of its employees or agents resulting from bodily injury or property damage up to a limit of $1,000,000 per claim. The North Carolina Industrial Commission is constituted a court for the purpose of hearing and passing upon tort claims against departments, institutions, or agencies. The State tort is not attached to a policy, therefore does not expire, or require an expiration date to be placed on the certificate of coverage. We trust that the above information provides the necessary certification needed by your organization. If you have any questions or need additional information, please let us know. Sincerely, Latarsha Y. Silver, CRM Risk Manager OFFICE OF STATE FIRE MARSHAL 1202 MAIL SERVICE CENTER I RALEIGH NC 27699-1202 I TEL 919.647.0000 I Fax 866.851.6508. I WWW.NCOSFM.GOV Docusign Envelope ID: DCA49963-4500-4BE3-8BCD-196F2E4AFAE2