November 20, 2000 - 6:30 PM - County Board of Commissioners Meeting Minutes

10 377 November 20 , 2000 Recessed Session Reconvened th The Johnston County Board of Commissioners reconvened the November 13 regular session on Monday , November 20 , 2000 at 6 30 pm in the Commissioners Meeting Room , Johnston County Courthouse Annex , Smithfield , North Carolina , with the following members Present James H Langdon , Jr , Chairman , Cookie Pope , Vice - Chairman , , Jerry F Wood , DDS , Eleanor N Creech , Thomas M Moore , Wade M Stewart and Allen L Mims , Jr Absent None Also Present Rick Hester , County Manager , Joyce H Ennis , Clerk to the Board , Mark Payne , County Attorney , and John R Massey , County Finance Officer The Chairman called the meeting to order and the following business was transacted 1 Ambulance Franchise Contract - Reconsideration of Tabled Motion The Chairman asked the Clerk to read the tabled motion from November 13 , 2000 concerning an exclusive convalescent ambulance contract Tabled Motion Motion by Commissioner Wade M Stewart , second by Commissioner Jerry F Wood to award an exclusive convalescent ambulance contract to Johnston Ambulance Service as recommended by the Emergency Services Advisory Committee Upon a motion by Commissioner Allen L Mims , Jr , seconded by Commissioner Eleanor N Creech and carried by unanimous vote , the motion was taken from the table for reconsideration Discussion Commissioner Allen L Mims , Jr stated he would like to see the rates which will be charged by Johnston Ambulance Service attached to the contract , as well as information concerning the nursing homes subject to the contract He also pointed out an effective date needs to be determined Attorney Mark Payne suggested the Board , if they choose to approve the contract , might make a stipulation that the attorney’s be allowed to make non - material changes as needed in order to avoid having to bring the contract back for administrative corrections In response to a question from Commissioner Eleanor N Creech , Mr Payne stated the proposed contract has a two year term Following discussion , Commissioner Stewart agreed to amend his motion to include the effective date of the contract to be January 1 , 2001 Commissioner Wood , who seconded the motion , also agreed to the amendment Vote The motion to award an exclusive convalescent ambulance contract , as recommended by the Emergency Services Advisory Committee , to Johnston Ambulance Service , with a effective date of January 1 , 2001 carried by the following vote Ayes James H Langdon , Jr , Jerry F Wood , Eleanor N Creech , Thomas M Moore , Wade M Stewart , and Allen L Mims , Jr Nays Cookie Pope Commissioner Pope stated the reason she voted against this motion was because she felt it would be better to give contracts to both businesses in the County MEDICAL TRANSPORT AGREEMENT th THIS MEDICAL TRANSPO RT AGREEME NT is made as of 20 day of No vember , 2000 b etween JOHNSTON AMB ULAN CE SE RVIC E , INC “ Johnston Ambulan ce ” , a No rth Carolina for profit corporation , and JOHNST ON COU NTY , NO RTH CA ROLINA “ Co unty ” RECITALS WHEREA S , Johnston Ambulance desires to enter into this agreement to provide Medical Transport Services for the benefit of Johnston County Johnston County and the surrounding area served by medical facilities located in Johnston County is hereafter referred to as the “ Coverage Area ” ; WHEREA S , The County presently provides Medical Transport Services to the citizens of the County either directly or by franchise agreement with third pa rties ;Page378 WHEREA S , The County desires to retain Johnston Ambulance as the sole and exclusive provider of Medical Transport Services in the Coverage Area upon the terms and conditions set forth herein NOW , THEREFORE , in consideration of the mutual covenants and conditions hereinafter expressed , and other good and valuable consideration , the receipt and sufficiency of which are hereby acknowledged , the parties hereto covenant and agree as follows 1 SERVICES TO BE PROVIDED During the Term of Agreement as defined in Section 3 , Johnston Ambulance agrees to p rovide M edical Tr ansport S ervices for the County in the Coverage Area , Medical Transport Services will include patient medical transports originating at Johnston Memorial Hospital or any other fixed medical facility in the Coverage Area “ Facilities ” and other non - emergency ambulance services within the Coverage Area through the units specified in Part 1c to include request for transports of direct admits to Johnston Memo rial Hospital from fixed medical facilities , and for non - emergency transports of patients requesting ho spitals out of the n ormal servic e district of a specific provider Attached hereto as Exhibit A is a list of fixed medical facilities located within the County as of the execution of this Agreem ent Johnston Ambulance reserves the right to coordinate delivery of Medical Transport Services with other Johnston Ambulance vehicles if necessary Johnston Ambulance will work together with all current ambulance providers of Med ical Transp ort Service s in the Coverage Area to ensure coverage of 100 of all bona fide request for Medical Transport Services received by the County in the Coverage Area without regard to gender , race , religion , age , nationality or ability to p ay Each Fa cility will provide m edical ord ers , consistent w ith established medical pro tocols for all patients requiring Med ical Transport Service s a Back - up EM S Johnston C ounty EM S and the R escue Sq uads of Jo hnston Co unty will continue to serve as the primary provider of emergency medical services within the Coverage Area Johnston Ambulance will use its best efforts to provide back - up ambulances for emergency medical ser vices in the Coverage Area as reasonably requested by the County and to assist to the extent possible by providing back - up ambulances and p ersonnel during majo r emergencies and d isasters b Coverage Johnston Ambulance agrees to staff three 3 paramedic certified ambulances and one 1 basic certified ambulance from the hours of 0700 to 1900 , Monday through Friday , with the exception of holidays Joh nston Amb ulance agrees to staff two 2 paramedic certified ambulances from the hours of 1900 to 0700 , Monday thro ugh Friday , and 070 0 to 0700 2 4 hrs on Saturday’s , Sunday’s , Holidays c Response Times Johnston Ambulance will use its best efforts to maintain response times of less than fifteen 15 minu tes on at least 8 0 of a ll scheduled calls and em ergency transfers A response time of less than one ho ur 1 on at lea st ninety percen t 90 of all calls and w ill review all transpo rts exceeding the foregoing times Johnston Ambulance will report monthly to county with a detailed breakdown of that month’s activity based on content required by EMS D irector 4 Chart Audit and Review Johnston Ambulance’s training officer or Chief Officer shall attend scheduled audit meetings and provide all reports and documentation so outlined by EMS Director and or Emergency Services Medical Director 5 Commencement of Servic es Johnston Ambulance will implement Medical Transport Services effective January 1 , 2001 6 Personnel Medic al Transp ort Service s personne l shall be emp loyees of Jo hnston Am bulance an d shall be subject to Johnston Ambulance policies and guidelines All hiring , including initial hiring , standards and practices Johnston Ambulance will use reasonable efforts to recruit personnel from within the Coverage Area and offer be nefits and salaries g enerally con sistent with those found within such gene ral geograp hic region for comparable employment and experience Johnston Ambulan ce reserves the right to adjust personnel and staffing levels to the e xtent it deems n ecessary to p rovide the se rvices base d upon c all volumes in agreement with Section 1C That only duly certified ambulance attendants and emergency medical technicians are or shall be employed in such capacities with Johnston Ambulance for service purposes under this franchise Johnston Ambulance assumes all liabilities and responsibilities concerning the withholding and paym ent of all taxes , FIC A , FUT A and oth er payroll withh olding ob ligations with respect to such employee 7 Mana gement Johnston Ambulance will be responsible for all management and other personnel issues affecting Medical Transport Services staff The Medical Transport Services Director will maintain offices in Johnston County and work closely with Johnston County EMS Director to ensure quality service h Equipment Johnston A mbulance will be respo nsible , at its sole co st and expe nse , for all vehicles , medical equipment and supp lies necessary to provide th e services de scribed he rein All such vehicles , equipment and supp lies shall remain the exclusive property of Johnston Ambulance Each ambulance of Johnston Ambulance has the required e quipmen t and the pre mises design ated in the ap plication shall be certified by the County and the State ; prior to and during operation under this franchise , Johnston Ambulance shall meet all standards set forth in the Ambulance Ordinance i Schedu le of Cha rges and Billing Johnston Ambulance charges for Medical Transport Services shall be approved by County Comm issioners Joh nston Amb ulance will not b e allowed to charge more than the set rate by County Johnston Ambulance must notify the County between January 1 and March 31 of the calendar year if any increase in charge is nec essary to cov er opera ting expense s of the service T he Coun ty may , at its option , elect to subsidize Johnston A mbulance to cove r such increase in lieu of the increased charges proposed by Johnston Ambulance Any increase or subsidy will become effective on July 1 of such calendar year Johnston Ambulance will be responsible for billing and collections for all Medical Transport Services provided by Johnston Ambulance Notwithstanding the foregoing , Johnston Amb ulance will usePage379 reasonab le efforts to establish payment p lans for individ uals with limited means and will consider “ C harity Care ” on a case - b y - case basis for individuals who do not have the means to pay for service , all consistent with current collection actions including , but not limited to , skip tracing , filing small claims , filing liens and retaining a collection agency Johnston Ambulance shall make available a toll - free phone number for billing inquiries Attached hereto as Exhibit B is a list of rates charged by Johnston Ambulance j Volunteer Agencies Emergency Services Johnston A mbulance will use reasona ble efforts to co ordinate and integrate services with Johnston County EMS , the Rescue Squads of Johnston Co unty and various volunteer agencies that assist local emergency services age ncies within the Coverage Area and when requested will provide such support to such agencies 2 OBLIGATIONS OF COUNTY a The County agrees to retain Johnston Ambulance as the provider of Medical Transport Services in the Coverage Area during the term Johnston Ambulance will be the sole and exclusive provider of patient medical transports originating at any of the facilities other than transports requiring critical care retrie val services The County agrees to adopt or amend any necessary ordinances or regulations to effect this agreem ent 3 TERM The initial term of the Agreement shall be two 2 years , commencing January 1 , 2001 and ending January 1 , 2003 and anniversaries thereof being herein referred to as the “ renewal date ” Thereafter , this Agreement shall be automatically renewed for successive additional terms of one 1 year each each an “ Additional Term ” Pursuant to Section 51 of the Johnston County Ambulance Service Ordinance , either party , at its option , may terminate this Franchise Agreement upon ninety days prior written notice to the other party 4 RELATIONSHIP O F PARTIES a In perfo rming the pro fessional servic es and ob ligations unde r this Agreement , Johnston Ambulance and all Johnston Ambulance employees performing services for Johnston Ambulance , shall be at all times acting and performing as indepen dent contra ctors to the C ounty , and no t as agents of the Coun ty , nothing in this Agreement shall be dee med to constitute the parties as joint employers , joint ventures , partners or anything other than independe nt contractors b Neither the County nor Johnston Ambulance shall have or exercise any control , supervision or direction over the professional judgment or methods employed by any physician or medical director retained to support or provide M edical Transpo rt Services c The pa rties expressly ag ree that nothing in this Agreement will be deemed to prevent Johnston Ambulance or any of its subsidiaries or affiliates from performing Medical Transport Services and ambulance services for any other county , government unit , person or entity , as it may desire from time to time d The County nor Johnston Ambulance shall not engage in , make or exhibit acts , statements , demeanor or profession al conduc t , either within or o utside of the C ounty , when the same is intend ed to be d etrimental to patient safety or to the d elivery of qua lity patient care , disruptiv e to Johnston Ambulance operations or an impairment to the community’s confidence in Johnston Ambulance e The County acknowledges that Johnston A mbulance maintains active commun ity relations and marketing programs designed to serve the residents o f the comm unity and enhance the reputation and visibility of Johnston Ambulan ce The C ounty shall cooperate and assist Johnston Ambulance in apprizing the commun ity of extension ev ents , as mutually agreed upon the parties hereto , in an effort better to serve the community and promote the repu tation of Johnston Amb ulance Med ical Transport Service s f The County recognizes that Johnston Amb ulance is a participant in various third party payment programs including , without limitation , Medicare and Medicaid , as well as various managed care programs , which participation is essential to the ab ility of Johnston Ambulan ce to serve the commun ity Therefo re , the Coun ty , as reasonably required by Johnston Ambulance , agrees to cooperate fully with Johnston Ambulance and provide assistance for participation and payment associated with such programs in connection with the services provided pursuant to this Agreement Johnston Ambulance shall provide assistance for participation and payment associated with such programs in connection with the services pro vided pu rsuant to this Ag reement 5 INSURANCE a The County represents and warrants that , to the best of its knowledge , there are no outstanding circumstances that would prevent or inhibit Johnston Ambulance from obtaining or maintaining customary insurance coverage for its M edical Transpo rt Services b Johnston Ambulance agrees to procur e and main tain in force during the term of this Agreement , at its own costs , the following Coverage 1 Worker’s Compensation Insurance as required by the State of North Carolina 2 Autom obile liability insurance w ith one million dollars 1,000,000 per occurrence or per claim , with respect to each of Johnsto n Ambula nce owne d , hired or n on - owned vehicles assigne d to or used in performance of the Medical Transport Services Johnston Ambulance shall provide coverage for the non - owned automo biles belonging to emplo yees in performance of the service s 3 Professional Errors and Omissions medical malpractice liability insurance with one million dollars 1,000,000 per occurrence or per claim 4 Excess umbrella liability insurance in the amount of five million dollars 5,000,000 in excess of the primary p olicies as set forth in subsections 1 , 2 and 3 c Johnston Ambulance shall procure and maintain , and shall cause any subcontractor of Johnston ambulance to procure and maintain , the minimum insurance coverage listed herein and shall name County as an additional insured on these insurance policies Such coverage shall be procured and maintained with forms and insurers reasonab ly acceptab le to Coun ty All coverage shall be con tinuously mainta ined to cover liabilities , claims ,Page380 demands and other obligations assumed by Johnston Ambulance , in the case of any claims made policy , the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage d A certifica te of Insurance shall be complete by Johnston Ambulance insurance agent s as evidence that the policies providing the required coverage , conditions , minimum limits , and the naming of County as an additional insured are in full force and e ffect , and shall be subject to re view and ap proval by C ounty prior to commencement of any services under this Ag reement T he Certificate sh all identify this Agreeme nt and shall provide that the coverage afforded under the policies shall not be canceled , terminated , or materially changed until at least 30 d ays prior written notice has b een given to County e Failure on the part of Johnston Ambulance to procure or maintain policies providing the required coverage , conditions and minimum limits shall constitute a material breach of contract , upon which County may immediate ly terminate this Agreement , or at its discretion County may procure or renew any such policy or extend the reporting period the reto and may p ay any of all prem iums in conn ection therew ith , and all moneys so paid by County shall be repaid by Johnston Ambulance to County upon demand f County rese rves the right to re quest and r eceive a ce rtified copy of any po licy and any en dorseme nts thereto Johnston Ambulance agrees to execute a ny and all do cuments ne cessary to allo w County ac cess to any and all insur ance po licies and end orsemen ts pertaining to this Agreeme nt g The parties hereto understand and agree that the County , its officers , and its employees are relying on and do not waive or intend to waive any provision of this Agreemen t , the monetary limitations , or any other rights , immunities , and protections or o ther defenses available to Co unty , its officers and or its employees 6 FACILITIES Prior to the commencement of the Term specified in Section 3 , Johnston Ambulance will enter into a lease agreement , upon terms and conditions satisfactory to Johnsto n Ambula nce in its sole discretion , relating to the facilities necessary to the provision of the Medical Transport Services The County agrees to coope rate with and provide reasonable assistance to Johnston Ambulance in the identification and procurement of such facilities 7 IDEMNIFICATION a The C ounty agree s to indemn ify and hold ha rmless John ston Amb ulance , its respective employees , agents , officers and directors , for any costs , loss , damage or expense including reasonab le attorney fees arising out of acts , omissions or errors in judgment committed by the County , or any agents or employees of the same , in carrying out the terms of this Agreement b Johnston Ambulance agrees to indemnify and hold harmless the County , its respective employees , agents , officers and directors , for any costs , loss , damage or expense including reaso nable attorney fees arising out of acts , omissions o r errors in judgment committed by the Johnston Ambulance , or its agents or employees in carrying out with the provisions of this Agreem ent 8 COMPLIANCE WITH LAWS In providin g the services p rovided herein , John ston Amb ulance agre es to remain in substantial compliance with all laws of United States ; the State of North Carolina ; including , but not limited to , the rules and regulations promulgated by the Medical Care Commission and the NC Medical Board ; and ordinance s and regula tions of Cou nty existing as of the d ate of this Agre ement At a reasonab le time during business hours , the County shall have the right to audit all non - patient records of Johnston Ambulance applicab le to Johnsto n Ambula nce Me dical Tra nsport servic es necessary to ensure substantial comp liance with all such laws 9 AMEND MENTS This Agreement may be amended at any time by written instruments executed by the authorized officials of John ston Amb ulance and the County 10 SEVERABILITY If any provision of this Agreement , or any portion hereof , is found to be void or inapplicable , then such pro vision or po rtion thereof sh all be deem ed omitted , and the validity , legality and enforceab ility of the remaining provisions sh all not in any way b e affected or impaired th ereby 11 GOVERNING LAW This Agreement shall be construed under the laws of the State of North Carolina If the provisions of this Agreement should conflict in any way with the Johnston County Ambulance Ordinance , then the terms o f the Ordina nce shall pre vail 12 MODIFICATION TO COMPLY WITH LAW In the event that any one o r more of the terms of this Agreement i is determine d to be unlawful or invalid under state or federal law or ii jeopardizes or causes the loss of the federal or state tax - exempt status of Johnston Ambulance or any of its affiliated corporations if obtained , the parties agr ee to reform this Agreem ent i to eliminate the illegality or invalid ity and ii to revise any provision which jeopardized or causes loss of the tax - exempt status , so that after the revision Johnston Ambulance or affiliated corporation will qualify for tax - exempt status In the event an enforcement action is brought or threatened against any party , or an audit or examination is commenced with respect to any party by an agency of the parties hereto agree to reform this Agreement to eliminate or revise its terms in a manner to resolve favorably the enforcement action , threatened enforcement action , audit or examination In reformation of the Agree ment pursu ant to this Sectio n 13 , to the gr eatest extent possible con sistent with law and Johnston Ambulance tax - exempt status , instruments executed by the authorized officials of Johnston Ambulance and the County Jo hnston Am bulance an d the Cou nty will do whatev er is reasona bly possible to preserve th e financial ben efits to which the C ounty is entitled un der this Agre ement 13 NOTICES Any notice required to be given under this Agreement shall be sufficient if in writing and delivered in person or sent Registered or Certified United States mail , return receipt requested , postage prepaid , or by reco gnized courier service ad dressed as follows If to Johnston Ambulance Maynard E Price 2803 H wy 70 WestPagePage pageNumber5381 Goldsboro , NC 27530 If to County Rick Hester County Manager P O Box 1049 Smithfield , NC 27577 Or such other address as either party may designate in writing 14 ENTIRE AGREEMENT This Agreement and Exhibits there to contain the entire understanding of Johnston Ambulance and the County with respect to the subject matter hereof , and supersede all negotiations , prior or contemp oraneou s discussions , a greements o r understand ings , whether w ritten or oral 15 ASSIGNMENT This Agre ement may not be assigned , delegated or transferred by either party hereto by contract or other agreement operation of law including merger , or otherwise without the express written consent of the other party ; notwithstanding the foregoing ; however , Johnston Ambulance may a ssign his Agreem ent , and its obligations h ereunder to any party controlling , co ntrolled by o r under co mmon co ntrol with Johnston Ambulance , provided Johnston Ambulance guarantees the performance of all of Johnston Ambulance obligations u nder this Agr eement 16 AUTHORITY Signatures below represent and warrant that they are duly empowered to execute this Agreem ent 17 STRICT COMPLIANCE No failure by the parties herein to insist upon the strict performance of any covenan t , agreement , term or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof , shall constitute a waiver of any such breach or agreement , but each and every covenant , agreement , term and condition of this Agreement shall continue to full force and effect with respect to any other existing o r subseque nt breach the reof 18 COUNTER PARTS This Agreement may be executed in several counterparts , each of which shall be an original , but all o f which shall con stitute but one a nd the same instrument 19 HEADINGS The hea dings to this Agreement are for convenience of reference only and no way define , limit or describe the scope or intent of this Agreement of any part hereof , nor in any way affect this Agreement part hereof IN WITNESS W HEREOF , the parties hereto have executed this Agreement on the day and year first above written There being no further business , Commissioner Cookie Pope moved the Board adjourn Commissioner Eleanor N Creech seconded the motion , which carried by unanimous vote _______________________________________ James H Langdon , Jr , Chairman _____________________________ Joyce H Ennis , ClerkPage