RFPS.2023.08.001.Medical.Director.PDF.2023.12.11.pdf

ROCKBRIDGE COUNTY

RE E T F R

P SERVICES

OPERATIONAL MEDICAL DIRECTOR

RFPS # 2023-08-001

Deadline for Submission:

December 28, 2023 (Thursday)-2:00 PM issued date: December 11, 2023

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I. Introduction

The County of Rockbridge, City of Lexington, City of Buena Vista, and Virginia

Military Institute (the “Region”) are requesting sealed proposals from licensed physicians that meet qualifications to fill the position of Operational Medical Director

(“OMD”), as outlined in the Virginia Emergency Services Regulations 12VAC 5-31-

1800 thru 12VAC 5-31-1950.

II. General

A. Background

The Region is located in the southern Shenandoah Valley about 60 miles north of

Roanoke, Virginia, with an estimated population of 36,698.

B. Scope of Professional Services (“Work”)

1. OMD will serve Fire and Emergency Medical Services (EMS) agencies within the Region as advisors for medically related issues and provide oversight of patient care provided by the EMS certified personnel affiliated with the following agencies:

ALS – Advanced Life Support

BLS – Basic Life Support

2. The OMD will serve as the agency OMD for any other licensed EMS agency within the Region wishing to utilize these services and/or that need these services. Volunteer agencies listed above may opt to secure a medical director independently of this RFPS.

Rockbridge County Fire-Rescue – ALS Lexington Fire Department – ALS

Fairfield Vol Rescue Squad – ALS Buena Vista Rescue Squad – ALS

Glasgow Life Saving and First Aid

Crew – ALS

Buena Vista Fire Department – ALS

Goshen First Aid Crew – ALS Raphine Fire Vol Company – BLS

Walkers Creek Vol Fire-EMS – BLS Rockbridge Baths Vol Fire Department

– ALS

Natural Bridge Vol Fire Department –

BLS

Kerrs Creek Vol Fire-EMS – ALS

Rockbridge Regional Communication

Center - EMD

South River Vol Fire – BLS

Virginia Military Institute EMS Intentionally left blank

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3. In order to build this partnership and cooperative process and to set forth the expectations for all parties for the chosen course of action, a Professional

Services Agreement, Exhibit A, will be entered into based on the following criteria:

a. The OMD shall meet the requirements set forth in the Virginia Emergency Medical

Services Regulations Chapter 31 regarding OMD duties and responsibilities, and have experience providing medical direction to Virginia designated emergency response agencies.

b. The OMD will have the ultimate authority over patient care delivered by the providers certified to practice under the OMD license.

c. The Fire-Rescue Chief or Captain (or designee) of each individual agency will ensure that all providers are properly trained, equipped and certified in compliance with all Virginia rules and regulations (12-VAC-5-31) in addition to any other requirements set forth by the OMD.

d. The Fire-Rescue Chief or Captain and the OMD agree that all agency providers will follow Central Shenandoah EMS council treatment protocols unless other specific protocols are implemented by the OMD for the Region. These protocols will be drafted in a Standard Operating Procedure (SOP) format.

e. The Fire-Rescue Chief or Captain (or designee) will be provided with contact information for the OMD and will be permitted to directly contact the OMD when needed for consultation, meeting requests, signatures, etc.

f. The OMD agrees to actively direct and oversee credentialing programs that serve in determining initial and ongoing clinical privileges as part of a due process structure if any EMS professional poses potential imminent threat to patient safety and welfare.

g. The OMD agrees to actively guide and direct EMS system design that is based on evidence-supported clinical practices and outcomes.

h. The Region agrees to participate in a Quality Assurance (QA)/Quality

Improvement (QI) program based on evidence-supported practices and outcomes, so as to critically appraise and advance the quality of clinical performance in an

EMS system as directed and defined by the OMD.

i. The OMD agrees to provide oversight of the department infection control program working directly with the Designated Infection Control Officer.

j. The OMD shall be informed of any and all patient care errors and/or omissions by providers in the Region.

k. The OMD will keep their current license to practice medicine in the State of

Virginia, Virginia office of EMS credentials and ancillary EMS certifications on file with agencies in the Region.

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l. The OMD agrees to attend/supervise/instruct Advanced Life Support (ALS) and

Basic Life Support (BLS) training sessions as schedule permits.

m. The OMD agrees to serve as the OMD for all EMS certification training programs.

n. The OMD agrees to participate in agencies’ staff or training meetings as schedule allows.

o. The OMD agrees to participate on the Central Shenandoah EMS council Medical

Control Review Committee representing the Region on issues and concerns.

p. The OMD agrees to actively advise and guide the development of certification and scope of practice policies affecting EMS providers at local, state, and national levels.

q. The OMD agrees to provide guidance with respect to the ordering, stocking and replacement of equipment and drugs, and compliance with laws and regulations impacting upon the agency’s acquisition, storage and use of those drugs.

r. The OMD agrees to come in on an as-needed basis and conduct potential new hire candidate testing.

s. The OMD agrees to provide online medical direction when available.

t. The OMD agrees to participate in patient case management including scene responses if available.

u. The OMD agrees to actively promote research initiatives involving EMS systems and providers, recognizing that pre-hospital research is an essential element in advancing evidence-based medicine within the practice of EMS medicine.

v. Either party may void this agreement provided that ninety (90) days’ notice has been provided to the other party.

C. Timeline

1. Issue Date: Monday, December 11, 2023

2. Proposals must be received no later than December 28, 2023 by 2:00 pm to:

County of Rockbridge

Amy Milliner, Procurement Coordinator

150 South Main Street

Room # 211

Lexington, VA 24450

3. Inquires must be submitted in writing to the Procurement Coordinator no later than December 18, 2023 by 3:00 pm at amilliner@rockbridgecountyva.gov mailto:amilliner@rockbridgecountyva.gov

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III. Proposal Selection Criteria

A. Selection will be based on the following mandatory elements:

1. Experience and back ground of individual(s) 25 Points

2. Technical expertise and qualifications of the Firm’s/Individual’s personnel assigned to complete the Work. 25 Points

3. Firm’s/Individual’s demonstrated ability to meet Work timelines. 15 Points

4. Firm’s/Individual’s demonstrated flexibility to adapt to changing Work environment. 10 Points

5. References. 15 Points

6. Communication abilities 10 Points Total: 100 Points

B. Selection Process/Award of Contract:

The selection process will be in accordance with Section 2.2-4302.2 of the Code of

Virginia. The selection committee is comprised of a representative from each member of the Region and shall engage in individual discussion with two (2) or more proposers deemed fully qualified, responsible, and suitable based on initial responses and with emphasis on professional competence to provide the required services. Repetitive informal interviews may occur. The proposers shall be encouraged to elaborate on their qualifications and performance data or staff expertise pertinent to the scope of services requested, as well as alternative concepts, if any. At this discussion stage, the selection committee may discuss nonbinding estimates of price or rates for services.

At the conclusion of the discussions and interview, the selection committee will select in the order of preference two (2) or more proposers whose professional qualifications and proposed services are deemed most meritorious. Negotiations shall then be conducted, beginning with the proposer ranked first. Negotiations may also include, at no additional cost to the County or Region, an oral presentation of the proposal to the selection committee and/or the County or Region, and may include submission of additional or clarifying written information. If a contract that is satisfactory and advantageous can be negotiated at a price considered fair and reasonable, the award shall be made to that proposer. Otherwise, negotiations with the proposer ranked first shall be formally terminated and negotiations conducted with the proposer ranked second, and so on, until such a contract can be negotiated at a fair and reasonable price.

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The County and Region reserves the right to award more than one contract, if it determines that qualifications of the proposers warrant separate contracts for specified services.

Should the County and Region determine in writing and in its sole discretion, with subsequent approval by the County, that only one proposer is fully qualified, or that one proposer is clearly more highly qualified and suitable than the others under consideration, a contract may be negotiated and awarded to that proposer.

IV. General Requirements

A. Rockbridge County and the Region reserves the right to reject any and all proposals when it is deemed to be in the best interest of the County and Region, and to waive informalities in the proposal process.

B. Proposals shall be signed and all information requested must be submitted. Failure to submit all requested information may result in the rejection of the proposal.

C. No portions of the work for this project shall be assigned to a subcontractor without the prior written consent of the County.

V. Contractual Conditions

The County Administrator will execute any agreement subsequently reached, via signature. Signature of the individual or the authorized representative of the firm for the successful proposer will be a requirement on the agreement.

VI. Payment Terms

Rockbridge County processes invoices on a bi-monthly basis. All properly documented invoices, at a minimum, must contain the following information: legal name of the provider and all contact information; the applicable services provided;

and specific service dates.

VII. General Terms and Conditions

A. Response to Proposals

Forward one (1) original and six (6) copies, as well as one (1) digital copy, ex:

flash drive, cd, etc., of the proposal and all supporting information you wish to be considered, no later than 2 p.m. on Thursday, December 28, 2023. The proposal shall clearly be marked “Proposal – OMD” and arrive at:

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Rockbridge County Administration Office

Attn: Amy Milliner, Procurement Coordinator

150 South Main Street

Room # 211

Lexington, VA 24450

Without exception, proposals delivered after this date and time will not be accepted. For late proposals the envelope shall be date and time stamped, marked

“late” and retained unopened in the procurement file. Faxed or emailed Proposals will not be accepted.

B. Issuing Office

Rockbridge County Administration Office

150 South Main Street

Lexington, VA 24450

C. Inquiries

Questions concerning proposal procedures in this RFPS or concerning the Scope of Work should be addressed in writing to the Procurement Coordinator, Amy

Milliner at: 150 South Main Street, Room #211, Lexington, VA 24450.

Prospective proposers may submit questions via email at:

amilliner@rockbridgecountyva.gov. All inquiries must be received no later than

3:00 pm on Monday, December 18, 2023. Clarifications to formal inquiries will be in the form of an addendum and posted on the County’s Bid Posting webpage:

http://www.rockbridgecountyva.gov/bids.aspx

D. Proposer Understanding of Requirements

It is the responsibility of each firm or Individual submitting a proposal to inquire about and to clarify any requirement of the RFPS which is not understood.

Proposers must submit inquiries concerning submittal procedures or specifications concerning this RFPS in writing, by mail, email, or in person. The County will issue written responses in the form of an Addendum to this RFPS and post these responses on the County’s website, at http://www.rockbridgecountyva.gov/bids.aspx in the same location as the RFPS;

it is the responsibility of proposers to check the website for any updates or Addenda related to this RFPS, and shall acknowledge receipt in the Proposal. Only written responses to inquiries concerning procedures or specifications will be considered valid by the County. Non-written questions from proposers and verbal responses mailto:amilliner@rockbridgecountyva.gov

7 | P a g e by the County should be limited to simple clarifications and will not be considered valid as part of the process.

E. Incurring Cost

The County is not liable for any cost incurred by any proposer interested in submitting a RFPS, or any selected proposer, prior to the execution of a contract.

F. Insurance

The successful Proposer, at its expense, shall procure and maintain general liability and other insurance during the term of the contract as follows:

Commercial General Liability

Bodily Injury $1,000,000 per occurrence

$3,000,000 aggregate

Property Damage $1,000,000 per occurrence

$3,000,000 aggregate

Professional Liability $2,000,000 per claim

$3,000,000 aggregate, if any

The successful Proposer shall provide to the County a Certificate of Insurance from a carrier holding AM Best Financial Strength Ratings of A(X) or better and operating in all jurisdictions where the services will be provided, or otherwise acceptable to the County, evidencing the coverage evidencing the coverage in the minimum limits set forth above, or equivalent coverage such as through Umbrella

Liability coverage. In addition, the successful Proposer will provide a separate endorsement (1) naming the County, City of Lexington, City of Buena Vista, and

Virginia Military Institute as an additional insured for the commercial General

Liability coverage; and (2) assurance that the insurer will provide the County thirty

(30) days’ notice of policy cancellation (10 days for non-payment).

Insurance coverage must include any Direct, Indirect or Directed patient care provided by the Operational Medical Director within the Professional services provided.

If the successful Proposer’s insurance is issued on a “claims made” basis, the successful Proposer must comply with the following additional conditions. The

8 | P a g e limits of liability as described previously in these provisions shall remain the same.

The successful Proposer must either:

1. Agree to provide certificates of insurance evidencing the above coverage for a period of three (3) years after final payment under the resulting contract for all policies. This certificate shall evidence a “retroactive date” no later than the beginning of the successful Proposer’s work under the contract, or

2. Purchase the extended reporting period endorsement for the policy or policies in force during the term of the contract and evidence the purchase of this extended reporting period endorsement by means of a certificate of insurance or a copy of the endorsement itself.

The successful Proposer will be responsible for insuring its equipment or other property against damage or loss from any cause whatsoever.

G. Termination of Contract

Should the Proposer fail to perform the work according to accepted methods, the

County has the right to terminate the contract immediately. In the event of termination pursuant to this paragraph, the Proposer shall be paid for all services provided through the date of termination less any fines, remedial costs or other fees that may be withheld.

H. Rockbridge County’s Rights

Rockbridge County reserves the right to reject any and all proposals, or to contact any submitting Proposer or reference prior to award for explanations or clarification. The County reserves the right to waive any informalities in the proposal process and to award to the most acceptable responsive and responsible

Proposer.

I. Non-Discrimination

Rockbridge County does not discriminate against race, color, religion, sex, national origin, age, disability, political affiliation, belief or faith-based organizations.

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J. Employment Discrimination by OMD Prohibited

The contract with the selected OMD shall provide that during the performance of the contract, the OMD agrees as follows:

1. The OMD will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the OMD. The OMD agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

2. The OMD, in all solicitations or advertisements for employees placed by or on behalf of the OMD, will state that such OMD is an equal opportunity employer.

3. Notices, advertisements and solicitations placed in accordance with federal law, rule of regulation shall be deemed sufficient for the purpose of meeting the requirements of this section.

4. The OMD will include the provisions of the foregoing subsections 1, 2, and 3 in every subcontract or purchase order of over $10,000.00, so that the provisions will be binding upon each subcontractor or vendor.

5. The OMD will include the provisions of the foregoing subsections 1, 2, and 3 in every subcontract or purchase order of over $10,000.00, so that the provisions will be binding upon each subcontractor or vendor.

K. Drug-free Workplace to be maintained by OMD

The contract with the selected Proposer (OMD) shall provide that during the performance of this contract, the OMD agrees to (i) provide a drug-free workplace for the OMD’s employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the OMD’s workplace and specifying the actions that will be taken against employees for violations of such prohibition;

(iii) state in all solicitations or advertisements for employees placed by or on behalf of the OMD that the OMD maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order over

$10,000, so that the provisions will be binding upon each subcontractor or vendor.

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For the purposes of this section, “drug-free workplace” means a site for the performance of work done in connection with a specific contract awarded to an

OMD in accordance with this chapter, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

L. Ethics in Public Contracting

This RFPS incorporates by reference any state or federal law related to ethics, conflicts of interest, or bribery, including by way of illustration and not limitation, the Virginia State and Local Government Conflict of interests Act, the Virginia

Governmental Frauds Act, and Articles 2 and 3 of Chapter 10 of Title 18.2 of the

Virginia Code, as amended. The Proposer certifies that its offer is made without collusion or fraud and that it has not offered or received any kickbacks or inducements from any other proposer, supplier, manufacturer, or sub-proposer and that it has not conferred on any public employee having official responsibility for this purchase any payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised unless consideration of substantially equal or greater value was exchanged.

M. Immigration Reform and Control Act of 1986

The Proposer certifies that it does not, and will not during the performance of any contract, employ illegal alien workers or otherwise violate the provisions of the federal Immigration Reform and Control Act of 1986.

N. Proposal Binding

The contents, in their entirety, of the proposal submitted by the accepted

Firm/Individual shall become an attachment to and part of the agreement between the Firm/Individual and the County of Rockbridge.

O. Applicable Law

This RFPS and any subsequent contract and the work performed thereunder shall be governed in all respects by the laws of the Commonwealth of Virginia and the venue for any litigation with respect thereto shall be in the Circuit Court for

Rockbridge County, Virginia or as otherwise required by law. The Proposer shall comply with applicable federal, state, and local laws and regulations.

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P. Assignment

The Proposer shall not assign, transfer, convey, sublet, or otherwise dispose of any award, or any or all of its rights, obligations, or interests under this contract, without the prior written consent of the County.

Q. Contract Form

The County proposes to establish a term contract with the selected individual or firm. The contract shall be in substantially the form of the Professional Services

Contract attached as Exhibit A.

R. Cooperative Procurement (Use of this Contract by other Public Bodies)

This procurement is being conducted on behalf of other public bodies, in accordance with § 2.2-4304 (A) of the Code of Virginia (the Virginia Public

Procurement Act). As a result of this solicitation, any public body within the

Commonwealth of Virginia may contract for these same goods/services, at the same prices and terms, without further solicitation, from the selected OMD. The

OMD shall deal directly with any public body it authorizes to use the contract.

Rockbridge County, its officials and staff are not responsible for placement of orders, invoicing, payments, contractual disputes, or any other transactions between the OMD and any other public bodies, and in no event shall the County, its officials or staff, be responsible for any costs, damages or injury resulting to any party from use of a Rockbridge County resultant contract.

Rockbridge County assumes no responsibility for any notification of the availability of the contract for use by other public bodies, but the OMD may conduct such notification.

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Exhibit A: Professional Services Agreement

THIS PROFESSIONAL SERVICES AGREEMENT, dated as of this ___ day of ______, 2023, by and between the COUNTY OF ROCKBRIDGE, VIRGINIA, a political subdivision of the Commonwealth of Virginia, hereinafter referred to as the “COUNTY”, and ___________, hereinafter referred to as “Operational Medical Director” or “OMD”. The County and the OMD may be collectively referred to herein as the Parties, or individually referred to herein as the Party.

WITNESSETH:

WHEREAS, the COUNTY has solicited proposals from licensed physicians that meet qualifications to fill the position of OMD as outlined in the Virginia Emergency Services

Regulation 12VAC 5-31-1800 thru 12VAC 5-31-1950 for County of Rockbridge, City of

Lexington, City of Buena Vista, and Virginia Military Institute (the “Region”); and, WHEREAS, ______was the OMD selected by a review team as the most qualified

Physician for the requested services; and, WHEREAS, the COUNTY and OMD hereby mutually agree that they shall be bound by this Agreement, and the specifications, terms and conditions which are attached hereto and incorporated herein by reference.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the

COUNTY and OMD mutually agree as follows:

ARTICLE 1 THE AGREEMENT DOCUMENTS

§1.1 The OMD shall complete the Work/Services described in the Agreement Documents, which represent the entire and integrated agreement between the parties hereto. The Agreement

Documents are enumerated as follows:

.1 this Agreement signed by the COUNTY and the OMD.

.2 the Request for Professional Services (the “RFPS”) [Attachment A]

.3 Certificate of Insurance [Attachment B]

.4 OMD’s Proposal (the “Proposal”) [Attachment C]

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.5 the following which may be delivered or issued on or after the Effective Date of this Agreement and are not attached hereto:

(i) Notice to Proceed

(ii) Modifications

(iii) Amendments to this Agreement

In the event of a conflict between or among the provisions of this Agreement and the provisions of the documents incorporated into this Agreement as attachments or exhibits, the provisions of this Agreement shall take precedence. In the event of a conflict between the provisions of the attachments, the conflict shall be resolved by reference to the attachments in the order specified above.

§1.2 The intent of the Professional Services Agreement is to include all items necessary for the proper execution and completion of the WORK by the OMD. The Professional Services

Agreement is complementary, and what is required by one shall be as binding as if required by all.

ARTICLE 2 DATE OF COMMENCEMENT AND COMPLETION

This Agreement shall be in effect from ____________, through ____________ (the “Initial

Term”). and shall be in effect for a period of one (1) year. Upon mutual agreement of the Parties, this Agreement may be renewed for two (2) additional two-year terms (each a “Renewal Term”).

ARTICLE 3 CONTRACT SUM

§3.1 Subject to additions and deductions in accordance with Article 9, the Professional Services

Agreement Sum shall be:

§3.2 The sum shall include all items and services, including expenses, necessary for the proper execution and completion of the Work.

ARTICLE 4 SCOPE OF WORK

The term “Work” or “Services” means the services required by the Services Agreement, and includes all of the deliverables, expertise, labor, materials, equipment and other services provided, or to be provided, by the OMD to fulfill the obligations. The “Work” or “Services” shall

14 | P a g e include all work as specified in ___________of the Request for Professional Services (Attachment

A) and in the __________ of the OMD’s Proposal (Attachment C).

ARTICLE 5 PAYMENT

§5.1 Based on the OMD’s Application for Payment approved by the COUNTY’S

Representative, the COUNTY shall pay the OMD as follows:

Application for Payment, with an invoice, must be submitted to the County’s

Representative on or before the 15th or 30th of any month to ensure payment within 30 days of submittal.

§5.2 Such Application for Payment shall be supported by data substantiating the OMD’s right to payment as the COUNTY may reasonably require. The OMD warrants that title to all WORK covered by an Application for Payment will pass to the COUNTY, and that all Work is free and clear of liens, claims, security interests or other interests or encumbrances adverse to the

COUNTY’s interests, no later than the time of payment.

§5.3 Payments due and unpaid under the Professional Services Agreement shall bear interest from the date payment is due at 6% per annum.

§5.4 In accordance with Virginia Code §2.2-4354, should any subcontractor be employed by the OMD for the provision of any goods or services under this Agreement the OMD agrees to the following:

5.4.1 The OMD shall, within seven (7) days after receipt of any payments from the

County pursuant to this Agreement, either:

5.4.1.1 Pay the subcontractor for the proportionate share of the total payment received from the County attributable to the goods or services provided by the subcontractor; or

5.4.1.2 Notify the County and subcontractor, in writing, of the intention to withhold all or a part of the subcontractor’s payment with the reason for nonpayment. For the

County, written notice shall be given to: County Administrator, 150 South Main Street, Lexington, VA 24450.

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5.4.2 The OMD shall pay interest to the subcontractor, at the rate of one percent per month on all amounts owed to the subcontractor that remain unpaid after seven (7) days following receipt of payment from the County for goods or services provided under this Agreement, except for amounts withheld under the subparagraph immediately preceding this subparagraph.

5.4.3 The OMD shall include in each of it subcontracts a provision requiring each subcontractor to include or otherwise be subject to the same payment and interest requirements with respect to each lower-tier subcontractor.

5.4.4 The OMD’s obligation to pay any interest charge to a subcontractor shall not be an obligation of the County.

5.4.5 No agreement modification shall be allowed for the purpose of providing reimbursement for these interest charges. No cost reimbursement claim shall include any amount for reimbursement of these interest charges.

§5.5 The OMD shall provide the County (i) its social security number if an individual, or (ii) its federal employer identification number if a proprietorship, partnership, limited liability company, corporation, or other entity.

ARTICLE 6 INSURANCE

§6.1 The OMD shall, at its sole expense, obtain and maintain during the life of this Agreement the general liability and other insurance policies and/or coverages as follows:

Commercial General Liability

Bodily Injury $1,000,000 per occurrence

$3,000,000 aggregate

Property Damage $1,000,000 per occurrence

$3,000,000 aggregate

Professional Liability $2,000,000 per claim

$3,000,000 aggregate, if any

OMD shall provide the COUNTY a Certificate of Insurance from a carrier holding AM

Best Financial Strength Ratings of A (X) or better and operating in all jurisdictions where the services will be provided, or otherwise acceptable to the COUNTY, evidencing the coverage in the minimum limits set forth above, or equivalent coverage such as through Umbrella Liability

16 | P a g e coverage, said Certificate to be attached hereto as Exhibit B and incorporated herein by reference.

In addition, the OMD will provide a separate endorsement (1) naming the COUNTY, City of

Lexington, City of Buena Vista and Virginia Military Institute as an additional insured for the

Commercial General Liability coverage; and (2) assurance that the insurer will provide the

COUNTY thirty (30) days’ notice of policy cancellation [10 days for non-payment].

Insurance coverage must include any Direct, Indirect or Directed patient care provided by the

Operational Medical Director within the Professional services provided.

§6.2 If the OMD’s insurance is issued on a “claims made” basis, the OMD must comply with the following additional conditions. The limits of liability as described previously in these provisions shall remain the same. The OMD must either:

.1 Agree to provide certificates of insurance evidencing the above coverage for a period of three (3) years after final payment under this Agreement for all policies. This certificate shall evidence a “retroactive date” no later than the commencement of the OMD’s work under this

Agreement, or

.2 Purchase the extended reporting period endorsement for the policy or policies in force during the term of this Agreement and evidence the purchase of this extended reporting period endorsement by means of a certificate of insurance or a copy of the endorsement itself.

§6.3 Unless specifically precluded by the COUNTY’s property insurance policy, the COUNTY and OMD waive all rights against (1) each other and any of their contractors, subcontractors, suppliers, agents and employees, each of the other, for damages caused by fire or other causes of loss to the extent covered by property insurance or other insurance applicable to the Work.

§6.4 OMD will be responsible for insuring its equipment or other property against damage or loss from any cause whatsoever.

ARTICLE 7 COUNTY

§7.1 COUNTY COMMITMENTS

The COUNTY will ensure that staff is available for interviews, meetings, information gathering, and training to allow the OMD to meets its obligations under this Agreement.

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§7.2 COUNTY’S RIGHT TO STOP THE WORK

If the OMD fails to correct Work which is not in accordance with the Contract Documents, the COUNTY may direct the OMD in writing to stop the Work until the correction is made.

§7.3 COUNTY’S RIGHT TO CARRY OUT THE WORK

If the OMD defaults or neglects to carry out the Work in accordance with the Contract

Documents and fails within a seven (7) day period after receipt of written notice from the

COUNTY to commence and continue correction of such default or neglect with diligence and promptness, the COUNTY may, without prejudice to other remedies, correct such deficiencies. In such case, the Contract Sum shall be adjusted to deduct the cost of correction from payments due the OMD.

ARTICLE 8 OPERATIONAL MEDICAL DIRECTOR

§8.1 REVIEW OF CONTRACT DOCUMENTS AND CONDITIONS BY OMD

§8.1.1 Execution of the Agreement by the OMD is a representation that the OMD has become familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents.

§8.1.2 The OMD shall carefully study and compare the Contract Documents with each other and with information furnished by the COUNTY. Before commencing activities, the OMD shall (1) carefully compare this and other information known to the OMD with the Contract

Documents; and (2) promptly report errors, inconsistencies or omissions discovered to the

COUNTY.

§8.2 LABOR AND MATERIALS

§8.2.1 Unless otherwise provided in the Contract Documents, the OMD shall provide and pay for labor, materials, equipment, tools, utilities, transportation, and other facilities and services necessary for proper execution of the Work.

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§8.2.2 The OMD shall enforce strict discipline and good order among the OMD’s employees and other persons carrying out the Work. The OMD shall not permit employment of unfit persons or persons not skilled in tasks assigned to them.

§8.2.3 The OMD shall perform all Work and Services: (i) expeditiously, in a professional and workmanlike manner, in compliance with the Contract Documents and consistent with the orderly progress of the project; (ii) in accordance with the prevailing professional standards with respect to scope, quality, due diligence, care and skill existing as of the date such Work and services are provided; (iii) in accordance with generally and currently accepted principles and practices; and (iv) in accordance with all applicable laws, codes and regulations in effect at the time the Work and Services are complete.

§8.3 TAXES

The OMD shall pay sales, consumer, use and similar taxes that are legally required when the Agreement is executed.

ARTICLE 9 CHANGES IN THE WORK

§9.1 Except as specifically provided, this Agreement may be amended or modified only in writing, by amendment or modification, agreed to by the COUNTY and the OMD.

§9.2 The COUNTY, without invalidating this Agreement, may order changes in the Work within the general scope of the Agreement consisting of additions, deletions or other revisions, the

Contract Sum and Contract Time being adjusted accordingly in writing.

§9.3 The COUNTY’s Representative will have authority to authorize minor changes in the

Work knot involving changes in the Contract Sum or the Contract Time and not inconsistent with the intent of the Contract Documents. Such direction shall be in writing and shall be binding on the COUNTY and OMD. The OMD shall carry out such directions in a timely manner.

ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY

The OMD shall be responsible for initiating, maintaining and supervising all safety precautions and programs, including all those required by law in connection with performance of the Contract Documents. The OMD shall take reasonable precautions to prevent damage, injury

19 | P a g e or loss to employees on the Work, the materials and equipment to be incorporated herein, and other persons or property at the sites or adjacent thereto. The OMD shall promptly remedy damage and loss to property caused in whole or in part by the OMD or by anyone for whose acts the OMD may be liable.

ARTICLE 11 CORRECTION OF WORK

§11.1 The OMD shall promptly correct Work rejected by the COUNTY’S Representative as failing to conform to the requirements of the Contract Documents. The OMD shall bear the cost of correcting such rejected Work.

§11.2 In addition to the OMD’s other obligations including warranties under the Agreement, the

OMD shall, for a period of one year after substantial completion, correct work not conforming to the requirements of the Contract Documents.

§11.3 If the OMD fails to correct nonconforming Work within a reasonable time, the COUNTY may correct it in accordance with Article 7.

ARTICLE 12 TERMINATION OF THE AGREEMENT

§12.1 TERMINATION BY THE CONSULTANT

If the COUNTY’S Representative fails to authorize payment for a period of 45 days through no fault of the OMD, or if the COUNTY fails to make payment as provided in Article 5 for a period of 45 days, OMD may, upon seven additional days’ written notice to the COUNTY and COUNTY’s Representative, terminate the Agreement and recover from the COUNTY payment for Work executed and costs incurred by reason of such termination.

§12.2 TERMINATION BY THE COUNTY FOR CAUSE

§12.2.1 The COUNTY may terminate the Agreement if the OMD:

.1 persistently disregards laws, ordinances, or rules regulations or orders of a public authority having jurisdiction; or

.2 is otherwise guilty of substantial breach of a provision of the Contract

Documents.

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§12.2.2 When any of the above reasons exist, the COUNTY’s Representative may, without prejudice to any other rights or remedies of the COUNTY and after giving the OMD and the OMD’s surety, if any, seven days’ written notice, terminate services of the OMD and may finish the Work by whatever reasonable method of the OMD may deem expedient.

§12.2.3 When the COUNTY terminates the Agreement for one of the reasons stated in Section 12.2.1, the OMD shall not e entitled to receive further payment until the Work is finished.

§12.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the

Work, such excess shall be paid to the OMD. If such costs exceed the unpaid balance, the OMD shall pay the difference to the COUNTY. This obligation for payment shall survive termination of the Agreement.

§12.3 TERMINATION BY THE COUNTY FOR CONVENIENCE

The COUNTY may, at any time, terminate the Agreement for the COUNTY’S convenience and without cause. The OMD shall be entitled to receive payment for Work satisfactorily executed and substantiated direct costs incurred by reason of such termination.

Article 13 MISCELLANEOUS PROVISIONS

§13.1 ASSIGNMENT OF AGREEMENT

Neither party to the Agreement shall assign the Agreement as a whole or in part without written consent of the other.

§13.2 GOVERNING LAW

The Agreement shall be governed by the laws of the Commonwealth of Virginia.

§13.3 NOTICES

Notice required to be given under this Agreement shall be deemed to have been given, if in writing, and (i) deposited in the United States Mail, certified or registered, return receipt requested, with postage prepaid, (ii) by a commercial overnight courier that guarantees next day delivery and provides a receipt, (iii) delivered by hand against a written receipt, and addressed as

21 | P a g e specified on the final page of this agreement, or as any party hereto may from time to time designate by giving written Notice thereof to all other parties. Any notices shall be effective only upon delivery. Rejection or refusal to accept, or the inability to deliver because of a changed address of which no Notice was given shall not affect the validity of notice given in accordance with this Section.

§13.3 NON-DISCRIMINATION

During the performance of this Agreement, the OMD, for itself, its successors and assigns, agrees to comply with the employment non-discrimination provisions of state and federal law, as follows:

§13.3.1 The OMD will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bond fide occupational qualification reasonably necessary to the normal operation of the OMD. The OMD agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth provisions of this nondiscrimination clause.

§13.3.2 The OMD, in all solicitations or advertisements for employees placed by or on behalf of the OMD will state the OM is an Equal Opportunity Employer.

§13.3.3 Notices, advertisements and solicitations placed in accordance with federal laws, rules or regulations shall be deemed sufficient for the purpose of meeting the requirements of this section.

§13.3.4 OMD shall include the provisions of the foregoing paragraphs §13.3.1 through §13.3.3 in every subcontract or purchase order over $10,000 so that the provisions will be binding upon each subcontractor or vendor.

§13.4 DRUG FREE WORKPLACE

During the performance of this Agreement, for itself, its successors and assigns, the OMD agrees to (i) provide a drug-free workplace for OMD’s employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the

22 | P a g e unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the OMD’s workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the OMD that the OMD maintains a drug-free workplace;

and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

For the purposes of this section, “drug-free workplace” means a site for the performance of work done in connection with a specific contract awarded to an OMD in accordance with the

Virginia Public Procurement Act, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

§13.5 ILLEGAL ALIENS

In accordance with the Code of Virginia, Section 2.2-4311.1, OMD hereby agrees that it does not and shall not, during the performance of this Agreement, knowingly employ unauthorized alien workers or otherwise violate the provisions of the federal Immigration Reform and Control

Act of 1986.

§13.6 ETHICS IN PUBLIC CONTRACTING

This Agreement incorporates by reference any state or federal law related to ethics, conflicts of interest, or bribery, including by way of illustration and not limitation, the Virginia

State and Local Government Conflict of Interests Act, the Virginia Governmental Frauds Act, and

Articles 2 and 3 of Chapter 10 of Title 18.2 of the Virginia Code, as amended. The OMD certifies that its offer was made without collusion or fraud and that it has not offered or received any kickbacks or inducements from any other Proposer, supplier, manufacturer, or sub-Proposer and that it has not conferred on any public employee having official responsibility for this purchase any payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised unless consideration of substantially equal or greater value was exchanged.

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ARTICLE 14 OTHER TERMS AND CONDITIONS

§14.1 The COUNTY’s Representative under this Agreement will be Nathan Ramsey, Fire Rescue

Chief.

§14.2 Nothing contained in any provision of this Agreement or the Contract Documents shall be deemed a pledge of the COUNTY’s Full Faith and Credit or a waiver by the COUNTY of its sovereign immunity, and nothing herein shall be deemed a waiver of its right to assert same as a defense in any matter arising under this Agreement.

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§14.3 This agreement may be executed in multiple counterparts, with each having the effect of an original.

This Agreement is executed on behalf of the COUNTY by its County Administrator pursuant to approval by the Board of Supervisors of the COUNTY on _____, 2023.

This Agreement will be effective as _______, (which is the Effective Date of the

Agreement).

WITNESS the following signatures and seals:

COUNTY OPERATIONAL MEDICAL DIRECTOR

Spencer H. Suter, County Administrator ________________________

County of Rockbridge ________________________

150 South Main Street ________________________

Lexington, VA 24450 ________________________

Email: ssuter@rockbridgecountyva.gov Email:___________________

Contract Representative: Contract Representative:

Nathan Ramsey ________________________

Fire Rescue Chief ________________________

(540) 572-4213 ________________________

Email : nramsey@rockbridgecountyva.gov Email :__________________

Approved as to form :

Rockbridge County Attorney mailto:ssuter@rockbridgecountyva.gov mailto:nramsey@rockbridgecountyva.gov