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Professional Services Agreement with Dr. Ian Butler-Hall for Medical Director ServicesPROFESSIONAL SERVICES AGREEMENT FOR MEDICAL DIRECTOR SERVICES This PROFESSIONAL SERVICES AGREEMENT FOR MEDICAL DIRECTOR SERVICES is made this day of April, 2012 ("Effective Date"), by and between the City of Meridian and Dr. Ian Dr. Butler-Hall. WHEREAS, City is authorized by Idaho Code §§ 50-301, 50-304, and 50-309 to prevent and extinguish fires, to acquire all necessary apparatus to maintain a fire department, to provide emergency medical services, and to contract for services described in this Agreement; WHEREAS, Meridian Rural Fire District has entered into an agreement with City under which the City of Meridian Fire Department provides these services within the District's jurisdiction; WHEREAS, in accordance with the Rules of the Idaho Emergency Medical Services Physical Commission, IDAPA 16, Title 2, Chapter 2, the City has developed and implemented a satisfactory Medical Supervision Plan providing for, inter alia, off-line retrospective review and direction and on-duty and on-call medical controls, protocol development, and standing written orders, under the direction of a physician Medical Director; and WHEREAS, Dr. Butler-Hall is a physician who is qualified and willing to serve as City's Medical Director subj ect to considerations, terms and conditions herein provided for; NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows: I. DEFINITIONS. For the purpose of this Agreement, the following terms and phases shall be defined and interpreted as herein provided, unless the clear context of the presentation of the same requires of erwise: A. Agreement: means and refers to this Agreement for Medical Director Services. B. Board: The Idaho State Board of Medicine. C. Dr. Butler-Hall: Dr. Ian Dr. Butler-Hall, M.D., an individual person whose address is 2005 Scyene Way, Boise, Idaho. D. Chief: The duly appointed Chief of the Meridian Fire Department. E. City: means and refers to the City of Meridian, a municipal corporation organized under the laws of the State of Idaho, whose address is 33 E. Broadway Avenue, Meridian, Idaho. F. EMS Chief: the Emergency Medical Services Division Chief, or the equivalent administrative officer, employed by the City of Meridian and appointed by the Fire Chief to perform the Duties of EMS Division Chief in an interim period. The EMS Chief shall PROFESSIONAL SERVICES AGREEMENT FOR MEDICAL DIRECTOR SERVICES PAGE 1 OF 6 be authorized to act as the Fire Chief s designee in all matters related to provision of Emergency Medical Services, cooperation with mutual aid agencies and strategic partners, and medical supervision as outlined in this agreement. G. EMSPC: The Emergency Medical Services Physician Commission. H. Emergency Medical Services: 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. I. Fire Department: The Fire Department of City. J. Fire District: The Meridian Rural Fire Protection District. K. Medical Supervision Plan: The current Medical Supervision Plan which governs the provision of Emergency Medical Services by the Fire Department, as outlined in the administrative rules of the State of Idaho Department of Health and Welfare Emergency Medical Services Bureau, IDAPA 16.02.02. L. Medical Director: A Physician who performs the services of the Medical Director for the City in the implementation of the Medical Supervision Plan. M. Parties: Refers collectively to the City and Dr. Butler-Hall. N. Physician: A person who is currently licensed by the Idaho State Board of Medicine to practice medicine in the State of Idaho. 0. QA/QI: Quality assessment and improvement. II. SERVICES TO BE PERFORMED. A. Appointment as Medical Director for the City of Meridian Fire Department. Dr. Butler-Hall is appointed as the Medical Director and shall perform those services required of the Medical Director by the Medical Supervision Plan. Dr. Butler-Hall's provision of services under this provision and by the Medical Supervision Plan shall be provided in Dr. Butler-Hall's sole discretion and control, but shall be undertaken in coordination with the EMS Chief. B. Appointment as Medical Director for the Meridian Rural Fire Protection District. Dr. Butler-Hall is hereby appointed as, and shall serve as the Medical Director for the Meridian Rural Fire Protection District, to which the City of Meridian Fire Department provides emergency medical services, and Dr. Butler-Hall shall perform those services required of the Medical Director therefor under the Medical Supervision Plan. Dr. Butler-Hall's provision of services under this provision and by the Medical Supervision Plan shall be provided in Dr. Butler-Hall's sole discretion and control, but shall be undertaken in coordination with the EMS Chief. PROFESSIONAL SERVICES AGREEMENT FOR MEDICAL DIRECTOR SERVICES PAGE 2 OF 6 C. Medical Supervision Plan. Dr. Butler-Hall shall be consulted by the EMS-Chief whenever the City reviews and/or amends the Medical Supervision Plan. Dr. Butler-Hall shall review and communicate any comments and concerns to the EMS-Chief. D. Minimum availability. Dr. Butler-Hall agrees to dedicate to City a minimum availability of eight (8) hours monthly, including attending a meeting on the first Tuesday of each month to provide training and to review QA/QI. III. COMPENSATION. A. Amount. Dr. Butler-Hall shall be paid by the City the sum of fifteen thousand dollars ($15,000) per year, which shall be payable in equal monthly installments. In the event either party seeks to amend this section in subsequent iterations of this Agreement, it shall give the other party notice on or before the April 1 prior to the fiscal year of the City which commences October 1 of each calendar year. B. Method of payment. At the end of each month, Dr. Butler-Hall shall invoice the City of Meridian Finance Department directly for all amounts due and owing under this Agreement. City shall pay all invoices within thirty (30) days of receipt. C. Expenses. In addition to monthly payment as described herein, the City shall pay or reimburse expenses paid or incurred by Dr. Butler-Hall which are directly and specially incurred by Dr. Butler-Hall in his performance of this Agreement and which are pre- approved bythe Fire Chief. Any such expenditures shall comply in all respects with City policies, including, without limitation, such policies pertaining to travel, purchasing, or procurement. IV. GENERAL PROVISIONS. A. Time of performance. This agreement shall become effective on the Effective Date, and shall expire on September 30, 2012 unless earlier terminated or extended. B. Indemnification. Dr. 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 Dr. Butler-Hall 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. C. Insurance. Dr. 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 injury, death, or property damage, or other loss in an amount of not less than $1,000,000.00 per occurrence or accident. Further, Dr. Butler-Hall shall maintain at all times during the term of this Agreement workers' PROFESSIONAL SERVICES AGREEMENT FOR MEDICAL DIRECTOR SERVICES PAGE 3 OF 6 compensation in the amount required by law. Dr. Butler-Hall shall provide the City proof of said coverages upon request. D. Independent contractor. In all matters pertaining to this agreement, Dr. Butler-Hall shall be acting as an independent contractor, and neither Dr. Butler-Hall nor any officer, employee or agent of Dr. Butler-Hall will be deemed an employee of City. The selection and credentialing of the personnel of the City in the performance of this agreement shall be made by the City in its sole discretion, with guidance from Dr. Butler-Hall, and as outlined in the current Medical Supervision Plan per IDAPA 16.02.02. E. Qualifications. Dr. Butler-Hall shall maintain at all times throughout the term of this Agreement a license to practice medicine in Idaho and a valid controlled substance registration certificate issued by the United States Department of Justice Drug Enforcement Administration. Further, at all times throughout the term of this Agreement, Dr. Butler-Hall shall meet any and all requirements established by the State of Idaho Department of Health and Welfare Emergency Medical Services Bureau and the EMSPC regarding medical direction and oversight. F. 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: If to City: City of Meridian 33 E. Broadway Avenue Meridian, Idaho 83642 If to Dr. Butler-Hall: Dr. Ian Dr. Butler-Hall 2005 Scyene VVay Boise, Idaho 83712 Either party may change its address for the purpose of this paragraph by giving written notice of such change to the other in the manner herein provided. G. 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. H. 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. I. Assignment. Dr. Butler-Hall shall not have the right to assign, transfer, hypothecate or sell any of his rights under this Agreement except upon the prior express written consent of City. PROFESSIONAL SERVICES AGREEMENT FOR MEDICAL DIRECTOR SERVICES PAGE 4 OF 6 J. Discrimination prohibited. In performing the Services required herein, Dr. Butler-Hall shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, gender, sexual orientation, age or disability. K. 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. 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. L. 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 Dr. Butler-Hall's records with respect to all matters covered by this Agreement. Dr. 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. M. Compliance with laws. In performing the scope of services required hereunder, Dr. Butler-Hall shall comply with all applicable laws, ordinances, and codes of federal, state, and local governments. N. Termination. If, through any cause, Dr. Butler-Hall, or any of his officers, employees, or agents, fails to fulfill in a timely and proper manner his 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 Dr. 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. Dr. Butler-Hall may terminate this agreement at any time by giving at least one hundred eighty (180) days notice to City. If Dr. Butler-Hall's license to practice medicine in Idaho is suspended or revoked, this Agreement shall be immediately and automatically terminated. This provision shall not relieve Dr. Butler-Hall of liability to City for any damages sustained by City by virtue of any breach of this Agreement by Dr. Butler-Hall, and City may withhold any payments to Dr. Butler-Hall for the purposes of set-off until such time as the exact amount of damages due to City from Dr. Butler-Hall is determined. This provision shall survive the termination of this agreement and shall not relieve Dr. Butler-Hall of his liability to City for damages. 0. 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 PROFESSIONAL SERVICES AGREEMENT FOR MEDICAL DIRECTOR SERVICES PAGE 5 OF 6 of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. P. 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. Q. Applicable law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Idaho. R. Approval required. This Agreement shall not become effective or binding until approved by the City Council of the City of Meridian. IN WITNESS WHEREOF, the parties shall cause this Agreement to be executed by their duly authorized officers to be effective as of the day and year first above written. MEDICAL DIRECTOR: „t~„,,,..~e . ~~~~Ian r. Butler-Hall a~ ,~ CITY OF MERIDIAN: a By: ~. Tammy de rd, Mayor ~a~Ax~~.A,~~~s~ ~~~ ~~'~v w ~ Attest: ' °~ E ~~A~~- ~ ~CtAHO C'~ tJ~r+i iL+ ry Jaycee H an, City Clerk ~r~~ $~~'~ 'f fie r~~~s~~ PROFESSIONAL SERVICES AGREEMENT FOR MEDICAL DIRECTOR SERVICES PAGE 6 OF 6