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HomeMy WebLinkAboutResolutions - 2022.06.07 - 35579OAKLANO.. COUNTY MICHIGAN BOARD OF COMMISSIONERS June 7, 2022 MISCELLANEOUS RESOLUTION #22-202 Sponsored By: Penny Luebs Health & Human Services - Health Division - Interlocal Agreement between Oakland County and Sanilac County to provide Back -Up Medical Director Coverage for Short -Term Absences Chairperson and Members of the Board: WHEREAS Oakland County and Sanilac County in the State of Michigan have requested that the Medical Directors of each respective County Health Department provide mutual short-term back-up coverage when either Medical Director is unavailable due to a short-term absence from their Medical Director duties; and WHEREAS pursuant to the Urban Cooperation Act of'1967, Public Act 7 of 1967, MCL 124.501 et seq., the aforementioned Counties may enter into this agreement for the purposes of providing necessary back-up coverage for the short-term absences of their respective Medical Directors; and WHEREAS the mutual interlocal agreement and any amendments shall not become effective prior to the approval of both Oakland County and Sanilac County; and WHEREAS the Oakland County Medical Director and Corporation Counsel have reviewed and prepared all the necessary documents related to the attached agreement between Oakland County and Sanilac County. NOW THEREFORE IT BE RESOLVED that the Oakland County Board of Commissioners approves the attached agreement between Oakland County and Sanilac County to provide mutual back-up coverage for short- term absences by each County's respective Medical Director. BE IT FURTHER RESOLVED that no budget amendment is required. Chairperson, the following Commissioners are sponsoring the foregoing Resolution: Penny Luebs. l Date: June 07, 2022 David Woodward, Commissioner Date: June 09, 2022 Hilarie Chambers, Deputy County Executive 11 Date: June 09, 2022 Lisa Brown, County Clerk / Register of Deeds COMMITTEE TRACKING 2022-05-17 Public Health & Safety - recommend to Board 2022-06-07 Full Board VOTE TRACKING Motioned by Commissioner Penny Luebs seconded by Commissioner Eileen Kowall to adopt the attached Interlocal Agreement: between Oakland County and Sanilac County to provide Back -Up Medical Director Coverage for Short -Term Absences. Yes: David Woodward, Michael Gingell, Michael Spisz, Karen Joliat, Kristen Nelson, Eileen Kowall, Christine Long, Philip Weipert, Gwen Markham, Angela Powell, Thomas Kuhn, Charles Moss, Marcia Gershenson, William Miller III, Yolanda Smith Charles, Charles Cavell, Penny Luebs, Janet Jackson, Gary McGillivray, Robert Hoffman, Adam Kochenderfer (21) No: None (0) Abstain: None (0) Absent: (0) Passed ATTACHMENTS 1. 2022.04.25_Short Term Med. Dir. Back -Up Coverage Agreement —Draft— Oakland Sanilac_FINAL DRAFT STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on June 7, 2022, with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the Circuit Court at Pontiac, Michigan on Tuesday, June 7, 2022. t Lisa Brown, Oakland County Clerk/Register of Deeds AGREEMENT BETWEEN OAKLAND COUNTY AND SANILAC COUNTY FOR SHORT-TERM MEDICAL DIRECTOR BACK-UP COVERAGE This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and Sanilac County, 171 N Dawson St, Suite 123, Sandusky, Michigan 48471 ("Public Body"), by and through their respective public health departments ("LPHD"). County and Public Body may be referred to individually as a "Parry" and jointly as "Parties". PURPOSE OF AGREEMENT. County and Public Body enter into this Agreement pursuant to the Intergovernmental Contracts Act, MCL 124.1 et seq. to formalize an agreement for the provision of short-term back-up Medical Director Services, meeting the requirements of Michigan Administrative Code Rule 325.13001, et seq. Each LPHD agrees to provide Medical Director Services to the other, during the Short -Term Absence of the Medical Director. The arrangement under this Agreement is meant to ensure the Parties have consistent access to a Medical Director to address public health medical situations that arise during the Short -Term Absences of their own Medical Director. The Parties agree that each shall provide the other with a Medical Director providing Medical Director Services during Short -Term Absences. This Agreement is entered into to formalize the Parties' practice of providing Medical Director Services and coverage, when the Medical Director is not available due to a Short -Term Absence. While this Agreement is for coverage of Short -Term Absences not exceeding 30 working days, the duration may be extended by mutual agreement of the Parties. It is the contemplation of the Parties that this Agreement would not be applicable to extended absences, caused by circumstance including, but not limited to, the death, incapacity, long-term leave, or the departure of the Medical Director. Coverage under those circumstances would be the subject of a separate agreement. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows: 1.1. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, exhibit and attachment. 1.2. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, Page 1 of 7 elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons' successors. 1.4. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.5. Medical Director means the person employed by the LPHD in their respective County that has the title of Medical Director and is charged with the responsibility for overseeing and implementing the Medical Director Services in his or her respective County. 1.6. Medical Director Services means those services, policies, programs, or administrative duties, for which the Medical Director in each respective LPHD is responsible for overseeing or implementing, including any additional services that the Parties may agree are to be provided during a Short -Term Absence. 1.7. Public Bodv means the County of Sanilac which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. 1.8. Short -Term Absence means an absence during which the Medical Director is on vacation, sick leave, or is otherwise unavailable, but such absence is not expected to exceed 30 (thirty) working days. 1.9. Recipient LPHD means the local health department whose Medical Director will be unavailable due to a Short -Term Absence from work. 1.10. Provider LPHD means the local public health department that will be providing the services of its Medical Director to the Recipient LPHD, during the Short -Term Absence of the Recipient LPHD's Medical Director. 2. RESPONSIBILITIES OF LPHD PROVIDING SERVICES. Subject to the terms and conditions contained in this Agreement, and applicable changes in law, the LPHD providing services shall provide the following: 2.1. Shall authorize and direct its Medical Director to provide Medical Director Services for Short -Term Absences to the Recipient LPHD as is necessary and proper under the circumstances. This will include, but is not limited to, such services that are necessary or appropriate to carry out the Medical Director functions of the Recipient LPHD. In advance of any Short -Term Absence, the Provider LPHD and the Recipient LPHD shall seek to agree to the nature and structure of the Medical Director Services during such absence. However, absent such an agreement, the decision of the Provider LPHD's Medical Director shall be final in determining the nature, structure, and necessity for services. It is contemplated that the Medical Director Services will primarily be provided via telephone with limited or no on - site services provided. It will be the day-to-day responsibility of each LPHD to communicate with the covering Medical Director to coordinate coverage service. 2.2. If necessary during a Short -Term Absence, the Medical Director for the Provider LPHD will undertake to support the billing functions of the Recipient LPHD, including, but not limited to, the provision of the Medical Director's NPI number and/or submission of necessary documentation of the Medical Director to temporarily become a credentialed provider for the Recipient LPHD in the Council for Affordable Healthcare ("CAQH"). Page 2 of 7 3. RESPON$IBILITIE,5 OF LPHD RECEIVING SERVICES. Subject to the terms and conditions contained in this Agreement, and applicable changes in law, the LPHD receiving services shall provide the following: 3.1. If Medical Director Services are required to cover a Short -Term Absence, the Medical Director of the Recipient LPHD shall notify the Medical Director of the Provider LPHD as to the need, scope, and expected duration of the Medical Director Services. 3.2. The Recipient LPHD's staff shall cooperate fully with the Provider LPHD's Medical Director and staff regarding all aspects of the Medical Director Services, including planning, scheduling services necessary to be performed, and the performance of staff duties and functions. 4. MUTUAL RESPONSIBILITIES OF THE PARTIES,. Subject to the terms and conditions contained in this Agreement, and applicable changes in law, the Parties shall: 4.1. Work cooperatively to ensure appropriate, efficient communication in support of the intent of this Agreement. , 4.2. Maintain suitable comprehensive liability (including malpractice) coverages for their respective licensed professionals. Nothing contained herein shall be construed to require either LPHD to purchase, maintain or provide such liability or malpractice coverage for the benefit of the other. However, it is the responsibility of the Recipient LPHD to notify its carrier and provide coverages for the substitute Medical Director prior to the Short -Term Absence and during the Short -Term Absence when the substitute Medical Director is providing Medical Director Services. If a Medical Director individually or separately insures for malpractice coverage, it will be the responsibility of the Medical Director to ensure such malpractice coverage extends to the services provided under this Agreement to a Recipient LPHD. 4.3. Maintain worker's compensation insurance and unemployment compensation insurance plans. Each LPHD represents and'warrants that it is covered by a worker's compensation insurance policy, and that its coverage extends to its respective Medical Director. Each LPHD shall immediately notify the other if the status of said coverage changes. 5. DURATION OF INTERLOCAL AGREEMENT. This Agreement, and any amendments hereto, shall be effective when executed by both Parties and shall expire on . This Agreement shall remain in effect until cancelled or terminated by either Party pursuant to Section 8. 6. REIMBURSEMENT. The Parties agree that each contemplates general long-term reciprocity and balance in the respective provision of back-up Medical Director Services for Short -Term Absences. As such, for back-up Medical Director Services for Short -Term Absences, the Provider LPHD will not seek, nor be entitled to, reimbursement of any kind for such services. The consideration for this Agreement shall be the reciprocal promises to provide, and the provision of, back-up Medical Director Services for coverage of Short -Term Absences. Page 3 of 7 7. ASSURANCES. 7.1. Patient Records. Each LPHD shall have sole and exclusive right to the retention of all records pertaining to its patients and the services rendered pursuant to this Agreement. The assigned Medical Director shall have the right to access any Recipient LPHD's records, including patient records, required for the performance of services to be provided pursuant to this Agreement. In receiving such access, the Medical Director shall comply with all applicable requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), Public Law 104-191, as amended, and its rules and regulations promulgated pursuant thereto, 45 CFR Parts 160 and 164, as amended. Access shall be limited to the minimum necessary to provide the applicable services. Breach of this section shall be a material breach of this Agreement. For purposes of providing access to patient records and protective health information ("PHI") during the Short -Term Absence only, the Medical Director that is provided to and acting for the Recipient LPHD shall be the workforce member of the Recipient LPHD, within the meaning of the HIPAA statute. 7.2. Responsibility for Claims. Each Party shall be responsible for any Claims made against that Party by a third parry, and for the acts of its employees arising under or related to this Agreement. 7.3. Responsibility for Attorney Fees and Costs. In any Claim that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including judgments and attorney fees. 7.4. No Indemnification. Neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 7.5. Reservation of Riehts. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 7.6. Authorization and Completion of Agreement. The Parties have taken all actions and secured all approvals necessary to authorize and complete this Agreement. The persons signing this Agreement on behalf of each Party have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. 7.7. Compliance with Laws. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this Agreement. 8. TERMINATION OR CANCELLATION OF AGREEMENT. 8.1. Either Party may terminate or cancel this entire Agreement upon thirty (30) days written notice, if either Party decided, in its sole discretion, to terminate this Agreement, for any reason including convenience. 8.2. The effective date of termination and/or cancellation shall be clearly stated in the written notice. Either the County Executive or the Board of Commissioners is authorized to terminate this Agreement for County under this provision. 8.3. The Parties shall not incur any obligation, fee, or penalty of any kind, if this Agreement is cancelled or terminated as provided herein. 9. SUSPENSION OF SERVICES. Upon written notice, any Party may suspend performance of this Agreement, if a Party has failed to comply with any law or any requirement contained in this Page 4 of 7 Agreement, as determined by the suspending Party. The right to suspend services is in addition to the right to terminate or cancel this Agreement contained in Section 8. A parry shall incur no penalty, expense, or liability if services are suspended under this Section. 10. DELEGATION OR ASSIGNMENT. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Parry. 11. NO EMPLOYEE -EMPLOYER RELATIONSHIP. Nothing in this Agreement shall be construed as creating an employee -employer relationship -between County and Public Body. At all times and for all purposes under this Agreement, the Parties' relationship to each other is that of an independent contractor. Each Party will be solely responsible for the acts of its own employees, agents, and servants during the term of this Agreement. No liability, right or benefits arising out of an employer/employee relationship, either express or implied, shall arise or accrue to either Parry as a result of this Agreement. 12. DISCRIMINATION. Neither parry shall discriminate against an employee or an applicant for employment in hiring, any terms and conditions of employment or matters related to employment regardless of race, color, religion, sex, sexual orientation, gender identity or expression, national origin, age, genetic information, height, weight, disability, veteran status, familial status, marital status or any other reason, that is unrelated to the person's ability to perform the duties of a particular job or position, in accordance with applicable federal and state laws. 13. NO THIRD -PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 14. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or provision of this Agreement, whether by conduct or otherwise, in one or more instances shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Agreement. No waiver by either Parry shall subsequently affect its right to require strict performance of this Agreement. 15. 5EVERABILITY. If a court of competent jurisdiction finds a term or condition of this Agreement to be illegal or invalid, then the term or condition shall be deemed severed from this Agreement. All other terms, conditions, and provisions of this Agreement shall remain in full force. 16. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in this Agreement are intended for the convenience of the reader and are not intended to have any substantive meaning. The numbers, captions, and indexes shall not be interpreted or be considered as part of this Agreement. Any use of the singular or plural, any reference to gender, and any use of the nominative, objective or possessive case in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 17. FORCE MA.TEURE. Notwithstanding any other term or provision of this Agreement, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Parry cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction, action, or request of the Page 5 of 7 United States government or of any other government. Reasonable notice shall be given to the affected Parry of any such event. 18. NOTICES. Notices given under this Agreement shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first-class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or '(iii) three days after mailing first class or certified U.S. mail. 18.1. If Notice is sent to County, it shall be addressed and sent to: Russell Faust, and the Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph Road, Building 12 East, Pontiac, Michigan 48341. 18.2. If Notice is sent to Public Body, it shall be addressed to: Mark Harried, Sanilac County Health Department, 171 N Dawson St, Suite 123, Sandusky, Michigan 48471. 18.3. Either Parry may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 19. GOVERNING LAW/CQNSENT TO JURISDICTION AND VENIJE. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 20. SURVIVAL OF TERMS. The following'terms and conditions shall survive and continue in full force beyond the termination or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by their nature: Definitions (Section 1); Assurances (Section 7); No Employee -Employer Relationship (Section 11); No Third -Party Beneficiaries (Section 13); No Implied Waiver (Section 14); Severability (Section 15); Force Majeure (Section 17); Governing Law/Consent to Jurisdiction and Venue (Section 19); Survival of Terms (Section 20); Agreement Modifications or Amendments (Section 21); and Entire Agreement (Section 22). 21. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications, amendments, rescissions, waivers, or releases to this Agreement must be in writing and agreed to by both Parties. Unless otherwise agreed, the modification, amendment, rescission, waiver, or release shall be signed by the same persons who signed the Agreement or other persons as authorized by the Parties' governing body. 22. ENTIRE AGREEMENT. This Agreement represents the entire agreement and understanding between the Parties. This Agreement supersedes all other prior oral or written understandings, communications, agreements, or contracts between the Parties. The language of this Agreement shall be construed as a whole according to its fair meaning and not construed strictly for or against any Party. IN WITNESS WHEREOF, Mark Hamed, MD hereby acknowledges that he/she has been authorized by a resolution of the Sanilac County Board of Commissioners, a certified copy of which is attached, to execute this Agreement on behalf of Public Body and hereby accepts and binds Public Body to the terms and conditions of this Agreement. Page 6 of 7 r:Nd Mark Hamed, MD, MPH, Medical Director DATE: IN WITNESS WHEREOF, David Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this, Agreement. DATE: David T. Woodward, Chairperson, Oakland County Board of Commissioners [Type text]