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HomeMy WebLinkAboutPROFESSIONAL SERVICES AGREEMENT THE MEDICAL COLLEGE OF GEORGIA PHYSICIANS PRACTICE GROUP FOUNDATION PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT (this "Agreement ") is entered into by and between The Medical College of Georgia Physicians Practice Group Foundation ( "Foundation "), and the Ci.t�r- ofAugusta Department ( "AFD "). Geyer WHEREAS, the Augusta Fire Department is currently operating as an EMS service in Augusta, Georgia and is in need of medical direction services; and WHEREAS, the Foundation, through its physician members of the MCG Department of Emergency Medicine, can provide these medical direction services; and WHEREAS, the Foundation agrees to provide a physician member to serve as Medical Director for AFD and to provide medical direction in accordance with the Official Code of Georgia Annotated Title 31, Chapter 11, the Georgia Department of Human Resources Rules and Regulations Chapter 290 -5 -30, and Georgia Health Code 88 -31, to AFD staff members who deliver emergency medical services (referred to in this Agreement as "individual providers "); and WHEREAS, through such a collaborative effort an important educational opportunity will be made available to the Medical College of Georgia; and NOW, THEREFORE, for and in consideration of the premises and the covenants contained herein, AFD and Foundation agree as follows: SECTION A. SERVICES: 1. Foundation Services. Foundation agrees that it shall provide and has the authority to carry out following Services: • Appoint a Georgia licensed physician ( "Medical Director ") that is board certified by the American Board of Emergency Medicine, and knowledgeable in EMS medical direction to serve as the medical director. • Provide all aspects of medical direction as defined and described in the applicable law and regulations. • Develop, review, or revise written operational and medical protocol procedures for EMS pursuant to State of Georgia regulations to assure the medical service delivery of the EMS program as AFD. • Participate with AFD in the development and implementation of appropriate quality assurance activities related to EMS. • Conduct at least one training activity each quarter. 2. AFD Responsibilities: u'Gu � , G'olf i • Ensure that the Medical Director has appropriate access to City officials as reasonably needed. • Ensure that the Medical Director has access to run reports (PCR's), medical records, dispatch logs, personnel files, and other documents as needed to fulfill the obligations of this Agreement. • Assist the Medical Director in preparation of EMS documents and reports. • Enforce employee remedial training as required in writing by medical director. • Permit individual providers to function only at a level of practice authorized by the Medical Director. • Assure that individual providers practice only under the medical direction or protocol of the medical director, and no other physician, other than on -line medical control provided during patient encounters while on duty with AFD. • Agree to contact the MCG Medical Center Emergency Department to obtain on- , line medical direction services. RIA4t-111 , Credttr • Provide a letter on city letterhead and signed by an appropriate c,ify official Ceor stating that a Foundation physician mE'mber provides contract services to �, and serves as the Medical Director for Augusta Fire Department, and specifically stating that the Medical Director is authorized to correspond with the medical community regarding matters within the Medical Director's purview and to write letters of recommendation for individual providers for paramedic class. • Assure that job descriptions and other documents relating to the employment of individual providers contain appropriate provisions necessary to allow the Foundation physician member to fully exercise the Medical Director's authorities under the Act and under this Agreement without giving rise to an employment dispute or action. 3. Deliverables. Foundation, through its physician member, shall: • Conduct, at a minimum, one training activity each quarter. • Quarterly reports outlining the Services provided in the preceding quarter. • Provide approximately 30 hrs of medical direction services per month. • Serve as a liaison for the AFD to others in the medical community. 4. Qualifications: Medical Director shall meet the following qualification criteria prior to and throughout the term of this Agreement: • Licensed by the Georgia Board of Medical Examiners to practice medicine in the State of Georgia; • Active medical staff privileges at a hospital in the State of Georgia; • Current Board Certification by the American Board of Emergency Medicine • A graduate of the National Association of EMS Physicians EMS Medical Directors Course and Practicum; • Carry out the Services in a professional and competent manner; and • Have a special interest in EMS and the willingness and time to devote to EMS. 5. Investigations and Employment Matters. a. Medical Director is responsible for investigation or resolution of medically - related complaints. b. Medical Director is not responsible for claims made by individual providers relating to City employment. c. The Medical Director is not an employer, and has no authority to hire or fire employees of the Augusta Fire Department on behalf of the-G#y: ittrrtr∎ 6. Medical Director Authority. As an integral aspect of Medical Director's authority to act as Medical Director for Augusta Fire Department, Medical Director shall have the authority to limit, suspend, or withdraw medical direction to any individual provider. The Medical Director shall give prior notice of any such action to the AFD EMS Coordinator, or the earliest possible notice if prior notice cannot reasonably be given. Medical Director will discuss the limitation, suspension or withdrawal of medical direction to an individual provider with the AFD EMS Coordinator and, at the request of the AFD EMS Coordinator, promptly provide the basis for any such action in writing. SECTION B. TERM: The term of this Agreement shall commence 1 August 2010 and shall continue through 30 July 2011, and may be extended for 1 year terms by written agreement of the parties unless sooner terminated as provided herein. SECTION C. COMPENSATION: A S k v 1. Amount of Compensation. Gi V shall pay compensation for the performance of the Services in the amount of $30,000 per year. Compensation shall be paid quarterly. SSA S 2. Quarterly Invoices. Foundation shall submit Quarterly invoices to Otts EMS Coordinator identifying this Agreement and the amount payable. Payment of undisputed amounts shall be due and payable thirty (30) days after City's receipt of the invoice. pottu( 'f SECTION D. STATUS OF FOUNDATION, STAFF, AND PERSONNEL: This Agreement calls for the performance of services by Foundation as an independent contractor. The Medical Director appointed by Foundation is not an agent or employee of City and will not be considered an employee of City for any purpose. Foundation, its agents or employees shall make no representation that they are Pty employees, nor shall they create the appearance of being employees by using a job or position title on a name plate, business cards, or in any other manner, bearing the City =s name or logo. Neither Foundation nor any employee of Foundation shall be entitled to any benefits or compensation other than the compensation specified herein. Foundation shall have no authority to bind pity to any agreement, contract, duty or obligation. Foundation shall make no representations that are intended to, or create the appearance of, binding to any agreement, contract, duty, or obligation. Foundation shall have full power to continue any outside employment or business, to employ and discharge its employees or associates as it deems appropriate without interference from City provided, however, that Foundation shall at all times during the term of this Agreement maintain the ability to perform the obligations in a professional, timely and reliable manner. The Camay, at its discretion, permit Foundation to use the Augusta Fire Department logo on business cards for the purposes of liaison activities with the local medical community, provided that Foundation is identified on the business card as being under contract to City' and the form of the business card is approved by G+ty -prior to its use. The parties intend by this agreement to become independent contractors, and neither party intends to create a partnership, joint venture, or any other legal relationship besides that of independent contractors. No party or its physicians have nor exercise any control or direction over the methods by which another party or its physicians shall perform their work and functions. Similarly, the relationship between PPG and its physician members furnishing services pursuant to this Agreement is that of an independent contractor. The sole interest and responsibility of the respective parties is to ensure that the services offered by the other parties under this Agreement shall be performed and rendered in a competent, efficient, and satisfactory manner. The standards of medical practice of the physician shall be determined by the general standards of medical and hospital care. All applicable provisions of law and other rules and regulations of any and all governmental authorities relating to licensure and regulations of physicians and hospitals shall be fully complied with by all parties hereto. SECTION E. STANDARD OF PERFORMANCE: Foundation agrees and represents that it has the experience and knowledge necessary to qualify it for the particular duties to be performed under this Agreement. SECTION F. EMPLOYEES AND SUB - CONTRACTORS: Foundation shall be solely responsible for payment of wages, salary or benefits to any and all employees or contractors retained by Foundation in the performance of the Services. SECTION G. INSURANCE: Foundation shall obtain and maintain insurance of the types and in the amounts set out below throughout the term of this Agreement with an insurer acceptable to City. Foundation shall assure that all subcontractors maintain like insurance. Compliance with the terms and conditions of this Section are a condition precedent to City's obligation to pay compensation for the Services and Foundation shall not provide any Services under this Agreement unless and until Foundation has met the requirements of this Section. Gill' requires Certificates of Insurance or other evidence acceptable to City that Foundation has met its obligation to obtain and maintain insurance and to assure that subcontractors maintain like insurance. 1. General Liability Insurance. $1,000,000. Au�u rrR a t .),�,n 2. Workers' Compensation. In an amount as may be required by law. City may immediately terminate this Agreement if Foundation fails to comply with the Worker's Compensation Act and applicable rules when required to do so. 3.. Professional Liability Insurance. Both parties shall maintain professional liability insurance to cover physician and EMS provider malpractice in the amount of $1,000,000.00 per occurrence. Prior to the effective date of this Agreement, the . Contractor shall provide proof of professional liability insurance to the City: The Contractor shall notify the citylEif any changes to the Contractor's professional liability insurance. SECTION H. RECORDS: Foundation shall maintain throughout the term of this Agreement and for a period of six (6) years thereafter records that indicate the date, time, and nature of the services rendered. Foundation shall make available for inspection by erg all records, books of account, memoranda, and other documents pertaining to City any reasonable time upon request. SECTION I. APPLICABLE LAW: Foundation shall abide by all applicable federal, state and local laws and regulations and shall perform the Services in accordance with all applicable laws during the term of the Agreement. In any lawsuit or legal dispute arising from the operation of this Agreement, Foundation agrees that the laws of the State of Georgia shall govern. SECTION J. NON - DISCRIMINTION: During the term of this Agreement, Foundation shall not discriminate against any employee or applicant for an employment position to be used in the Foundation's performance of the obligations of Foundation under this Agreement, because of race, color, religion, sexual orientation, ancestry, national origin, age, sex, marital status, or physical or mental handicap. SECTION delay the K. Mdao in performance FORCE AJEURE: of this Agreement City , nor for nor any Foun other ti n breachshall be , nor liable for any for loss any or damage arising from uncontrollable forces such as fire, theft, storm, war, or any other force majeure that could not have been reasonably avoided by exercise of due diligence. SECTION L. RESERVED. SECTION M. RESERVED. SECTION N. LICENSES: Foundation shall maintain all required licenses, including without limitation all necessary professional and business licenses, throughout the term of this Agreement. Foundation shall require and shall assure that all of Foundation's employees and subcontractors maintain all required licenses, including without limitation all necessary professional and business licenses. SECTION O. TERMINATION: A 6eVi �� 1. Generally. arty or Foundation may terminate this Agreement without cause by giving the other party ninety (90) days' prior written notice. Foundation shall be paid for Services at the rate set out in Section C through the date of termination. Foundation shall render a final report of the Services performed to the date of termination and shall turn over to City originals of all materials prepared pursuant to this Agreement. Either party may terminate this Agreement for cause if the other party has materially breached this Agreement, provided that the party wishing to terminate this Agreement provides written notice of the breach and a reasonable period to cure the deficiency. If the deficiency is not cured within the period specified in the notice, the aggrieved party may immediately terminate this Agreement by giving written notice of the other party. r� �tiH►�a44 Cau11/41 &MEcssi o a 2. Funding. This Agreement shall terminate if funds t pay compensation hereunder are not appropriated by the . City shall make reasonable efforts to give Foundation at least ninety (90) days' advance notice that funds have not been and are not expected to be appropriated for that purpose. SECTION P. NO ASSIGNMENT. This Agreement may not be assigned by any party hereto without the prior written consent of all of the other parties to this Agreement except Foundation may assign same to another entity wholly owned and controlled by it or to another entity which succeeds the present Foundation such as a new corporate or limited liability form of existence. SECTION Q. NOTICE: Any notices required under this Agreement shall be made in writing, postage prepaid to the following addresses, and shall be deemed given upon hand delivery, verified delivery by telecopy (followed by copy sent by United States Mail), or three (3) days after deposit in the United States Mail: City: Foundation: President/CEO Physicians Practice Group 1499 Walton Way, Suite 1400 Augusta, GA 30901 -1250 Courtesy copy to: Dr. Phillip Coule MCG Department of Emergency Medicine AF -2036, 1120 15 Street Augusta, GA 30912 Fax: 706 - 434 -7475 email: pcoule @mcg.edu SECTION R. INVALIDITY OF PRIOR AGREEMENTS: This Agreement supersedes all prior contracts or agreements, either oral or written, that may exist between the parties with reference to the services described herein and expresses the entire agreement and understanding between the parties with reference to said services. It cannot be modified or changed by any oral promise made by any person, officer, or employee, nor shall any written modification of it be binding on City until approved in writing by both Gity and Foundation. A4'u s Y ? r Gen r n iP c%(4 1a1 Geo rt r1 /' IN WITNESS WHEROF, the parties have executed this Agreement on the date(s) set forth opposite the signatures of their authorized representatives to be effective for all purposes on the date first written above. City of Augusta '' A , i w C_,.0-- G G o ti � a� a (? $ .) © ° o "(d Z 1 (Gt 1 t ( 0 r� d1 BY V{ Ke C y .b�a ki It t ^,,,.` ''' Date i. l 4 Its 1 Il f� ®� F , vG, 1 s,gE CPC 4 - ,c9ngp, 0c The Medical College of Georgia Physicians Practice Group Foundation ' ' 8k. ‘ —14221/11)--- Michael A. Herbert Date Interim President/CEO