HomeMy WebLinkAboutProfessional Service Agreement with Butler-Hall for Medical Director ServicesAGREEMENT FOR MEDICAL DIRECTOR SERVICES
THIS AGREEMENT made this ~~day of December, 2010 by and between
the City of Meridian, a municipal corporation organized under the laws of the State of
Idaho, hereinafter referred to as "CITY", 33 East Broadway Avenue, Meridian, Idaho
83642, and Ian Butler-Hall, hereinafter referred to as "BUTLER-HALL", whose address
is 2005 Scyene Way Boise, ID 83712
1. Definitions: For all purposes of this agreement the following words,
terms and phases herein this section contained shall be defined and
interpreted as herein provided for, unless the clear context of the
presentation of the same requires otherwise:
1.1 Board: means and refers to the Idaho State Board of Medicine.
1.2 Butler-Hall: means and refers to Dr. Ian Butler-Hall, M.D. party to
this agreement.
1.3 Chief: means and refers to the duly appointed Chief of the
Meridian Fire Department, which is a department of City.
1.4 City: means and refers to the City of Meridian, Ada County,
Idaho, party to this Agreement.
1.5 Agreement: means and refers to this Agreement for Medical
Director Services as Independent Contractor.
1.6 Department: means and refers to the State of Idaho Department of
Health and Welfare Emergency Medical Services Bureau.
1.7 EMS-Chief: means and refers to the EMS Division Chief.
1.8 EMSPC: refers to the Emergency Medical Services Physician
Commission.
1.9 Emergency Medical Services: means and refers to the services
utilized in responding to a perceived individual need for immediate
care in order to prevent loss of live or aggravation of physiological
or psychological illness or injury.
1.10 Fire Department: means and refers to the Fire Department of City.
1.11 Fire District: means and refers to the Meridian Rural Fire
Protection District, part to this agreement.
1.12 Medical Supervision Plan: means and refers to the then current
Medical Supervision Plan as required by the Rules adopted by the
City Council which governs the provision of Emergency Medical
Services by the Fire Department.
1.13 Medical Director: means and refers to a Physician who performs
the services of the Physician for the City in the implementation of
the Medical Supervision Plan.
1.14 Parties: means and refers collectively to the City and Butler-Hall.
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1.15 Physician: means and refers to a person who is currently licensed
by the Idaho State Board of Medicine to practice medicine in the
State of Idaho.
1.16 Rules: means and refers to the Rules which govern scope of
practice and action and duties which can be performed by persons
certified as Emergency Medical Services personnel by the Board
and/or the Department.
2. Recitals: For all purposes of this agreement, the following Recitals are
hereby made:
2.1 The City is authorized to prevent and extinguish fires and to
acquire all necessary apparatus to maintain a Fire Department, and
the City has the authority to contract and to exercise all powers and
perform all functions of local self-government in city affairs as are
not specifically prohibited by or in conflict with the general rules
or the constitution of the State of Idaho and to make all regulations
necessary to preserve the public [I.C. §50-309 and 50-301 and 50-
304].
2.2 The Fire District is authorized and has the duty and was formed for
the purpose of the protection of property against fire and the
preservation of life [I.C. § 31-1401].
2.3 The City and the Fire District have entered into a joint exercise of
power agreement wherein the City provides services through the
Fire Department to the Fire District in the performance of its duties
and authorization to protect against fire and the preservation of
life; and
2.4 The City Council has determined that the provision of Emergency
Medical Services is directly related to the provision and
maintenance of a Fire Department; and
2.5 In order for the City to provide Emergency Medical Services it has
hired persons who are certified as Emergency Medical Services
personnel by the Department; and
2.6 The Rules require in order for the City to provide Emergency
Medical Services that the City develop and implement a
satisfactory Medical Supervision Plan; and
2.7 In order for a Medical Supervision Plan to be satisfactory under the
Rules the same must provide for certain off-line (retrospective
review) and direction and certain on-duty and on-call medical
control, protocol development and standing written orders for the
provision of Emergency Medical Service which must be under the
direction of a Physician; and
2.8 The City has adopted a Medical Supervision Plan which provides
its Medical Supervision Plan; and
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2.9 The City is in need of a Medical Director to implement its Medical
Supervision Plan; and
2.10 Butler-Hall is a physician who is qualified and willing to serve as
the Medical Director subject to considerations, terms and
conditions herein provided for; and
2.11 The City Council finds Butler-Hall to be suitable to serve as its
Medical Director subject to the consideration, terms and conditions
herein provided for; and
2.12 The parties have mutually negotiated the terms and conditions
which will govern Butler-Hall providing services to the City as its
Medical Director as an independent contractor and not as an
employee as are set forth in this Agreement.
3. Services to be Performed: Butler-Hall is appointed as the Medical Director
and shall perform those services required by the Medical Supervision Plan of
the Medical Director.
3.1 Butler-Hall shall be consulted with the EMS-Chief at such times as
the City reviews and/or amends the Medical Supervision Plan.
3.2 Butler-Hall's provision of services under this Agreement are under
his own discretion and control in coordination with the Fire Chief.
3.3 Butler-Hall shall maintain at all times during the term of this
Agreement a license to practice medicine in Idaho.
3.3.1 For purposes of this subsection Butler-Hall's license
shall not be suspended at any time.
3.4 Butler-Hall shall maintain at all times during the term of this
Agreement a valid Controlled Substance registration certificate
issued by the United States Department of Justice Drug
Enforcement Administration.
3.5 Butler-Hall agrees to a minimum availability of 8 hours a month,
on the first Tuesday of each month, to attend necessary meetings,
provide necessary training, and to review QA/QI.
3.6 Butler-Hall agrees to meet requirements as established by the
Department and the EMSPC regarding medical direction and
oversight.
4. Time of Performance: This agreement shall become effective upon
execution by both parties, and shall expire on September 30, 2011 unless
earlier terminated or extended.
5. Indemnification: Butler-Hall shall indemnify and hold the City harmless
from and against any loss or risk of liability to third parties, including
costs and reasonable attorney fees arising out of and limited to claims
based upon the Party's actions as it relates to this Agreement. The City
shall hold Butler-Hall harmless from and against any loss or risk of
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liability to third parties, including costs and reasonable attorney fees
arising out of and limited to claims based upon the Party's actions as it
relates to this Agreement.
5.1 Butler-Hall shall maintain at all times during the term of this
Agreement professional liability insurance with an insurance
company authorized to provide said insurance in Idaho for loss as a
result of any one (1) inj ury, death, or property damage, or other
loss as to the result of any one (1) occurrence or accident in an
amount of not less than $1,000,000.00. Butler-Hall shall provide
the City proof of said coverage.
6. Independent Contractor: In all matters pertaining to this agreement,
Butler-Hall shall be acting as an independent contractor, and neither
Butler-Hall nor any officer, employee or agent of Butler-Hall will be
deemed an employee of City. The selection and designation of the
personnel of the City in the performance of this agreement shall be made
by the City.
7. Compensation: Butler-Hall shall be paid by the City the sum of Fifteen
Thousand Dollars ($15,000) per year payable in equal monthly
installments on or before the 15th of the month.
7.1 In the event either party seeks to amend this Section it shall give
the other party notice on or before the 1St of April prior to the fiscal
year of the City which commences October 1St of each calendar
year.
8. Method of Payment: Butler-Hall will invoice the City of Meridian
Accounting at 33 East Broadway Avenue, Meridian, Idaho 83642 directly
for all current amounts earned under this Agreement at the end of each
month. The City will pay all invoices within thirty (30) days after receipt.
9. Notices: Any and all notices required to be given by either of the parties
hereto, unless otherwise stated in this agreement, shall be in writing and be
deemed communicated when mailed in the United States mail, certified,
return receipt requested, addressed as follows:
City of Meridian
33 E. Broadway Avenue
Meridian, Idaho 83642
Ian Butler-Hall
2005 Scyene Way
Boise, ID 83712
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Either party may change their address for the purpose of this paragraph by
giving written notice of such change to the other in the manner herein
provided.
10. Attorney Fees: Should any litigation be commenced between the parties
hereto concerning this Agreement, the prevailing party shall be entitled, in
addition to any other relief as may be granted, to court costs and
reasonable attorneys' fees as determined by a Court of competent
jurisdiction. This provision shall be deemed to be a separate contract
between the parties and shall survive any default, termination or forfeiture
of this Agreement.
11. Time is of the Essence: The parties hereto acknowledge and agree that
time is strictly of the essence with respect to each and every term,
condition and provision hereof, and that the failure to timely perform any
of the obligations hereunder shall constitute a breach of, and a default
under, this Agreement by the party so failing to perform.
12. Assignment: It is expressly agreed and understood by the parties hereto,
that Butler-Hall shall not have the right to assign, transfer, hypothecate or
sell any of its rights under this Agreement except upon the prior express
written consent of City.
13. Discrimination Prohibited: In performing the Services required herein,
Butler-Hall shall not discriminate against any person on the basis of race,
color, religion, sex, national origin or ancestry, age or disability.
14. Reports and Information: At such times and in such forms as the City
may require, there shall be furnished to the City such statements, records,
reports, data and information as the City may request pertaining to matters
covered by this Agreement.
15. Audits and Inspections: At any time during normal business hours and
as often as the City may deem necessary, there shall be made available to
the City for examination all of Butler-Hall's records with respect to all
matters covered by this Agreement. Butler-Hall shall permit the City to
audit, examine, and make excerpts or transcripts from such records, and to
make audits of all contracts, invoices, materials, payrolls, records of
personnel, conditions of employment and other data relating to all matters
covered by this Agreement.
16. Publication, Reproduction and Use of Material: No material produced
in whole or in part under this Agreement shall be subject to copyright in
the United States or in any other country. The City shall have unrestricted
authority to publish, disclose and otherwise use, in whole or in part, any
reports, data or other materials prepared under this Agreement.
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17. Compliance with Laws: In performing the scope of services required
hereunder, Butler-Hall shall comply with all applicable laws, ordinances,
and codes of Federal, State, and local governments.
18. Expenses: The City shall pay expenses paid or incurred by Butler-Hall
which are directly and specially incurred by Butler-Hall in his
performance of this Agreement and which are pre-approved by the Fire
Chief.
19. Termination: If, through any cause, Butler-Hall, his officers, employees,
or agents fails to fulfill in a timely and proper manner its obligations under
this Agreement, violates any of the covenants, agreements, or stipulations
of this Agreement, falsifies any record or document required to be
prepared under this agreement, engages in fraud, dishonesty, or any other
act of misconduct in the performance of this agreement, or if the City
Council determines that termination of this Agreement is in the best
interest of City, the City shall thereupon have the right to terminate this
Agreement by giving written notice to Butler-Hall of such termination and
specifying the effective date thereof at least one hundred eighty (180) days
before the effective date of such termination. Butler-Hall may terminate
this agreement at any time by giving at least one hundred eighty (180)
days notice to City.
In the event Butler-Hall's license to practice medicine in Idaho is
suspended at any time, this Agreement shall be immediately terminated.
Notwithstanding the above, Butler-Hall shall not be relieved of liability to
the City for damages sustained by the City by virtue of any breach of this
Agreement by Butler-Hall, and the City may withhold any payments to
Butler-Hall for the purposes of set-off until such time as the exact amount
of damages due the City from Butler-Hall is determined. This provision
shall survive the termination of this agreement and shall not relieve
Butler-Hall of its liability to the City for damages.
20. Construction and Severability: If any part of this Agreement is held to
be invalid or unenforceable, such holding will not affect the validity or
enforceability of any other part of this Agreement so long as the remainder
of the Agreement is reasonably capable of completion.
21. Entire Agreement: This Agreement contains the entire agreement of the
parties and supersedes any and all other agreements or understandings,
oral of written, whether previous to the execution hereof or
contemporaneous herewith.
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22. Applicable Law: This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Idaho, and the
ordinances of the City of Meridian.
23. Approval Required: This Agreement shall not become effective or
binding until approved by the City of Meridian.
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~,- A TL R-HALL
CITY OF MERIDIAN
BY: /~~~liGt' ~%~`~~~~~
TAMMY de , ERD, MAYOR
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