2016-079 Medical Services Director

SERVICE AGREEMENT FOR MEDICAL DIRECTOR SERVICES THIS SERVICE AGREEMENT FOR MEDICAL DIRECTOR SERVICES (hereinafter Agreement) is entered into this [8*& day of December, 2015 by and between the City of Lees Summit, Missouri, a Missouri municipal corporation (hereinafter City) and Paladin EMS Oversight, LLC, a Missouri limited liability company, by and through its authorized member, Dr. David Gustafson (hereinafter Service Provider). Witnesseth: WHEREAS, in order to maintain compliance with the State of Missouri licensure requirements for the operation of a ground ambulance service, it is necessary for the City to engage the services of a Medical Director to serve as a specialized consultant to provide technical services for emergency medical service (hereinafter EMS} delivery; and WHEREAS, City desires to engage an independent contractor to perform said Medical Director services for the City; and WHEREAS, Service Provider is qualified and desires to perform certain Medical Director

services for the City. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: SECTION 1. Term. This Service Agreement for Medical Director Services (Agreement) shall be for a one- year term commencing on December 18, 2016, and ending on December 17, 2017. This agreement is automatically renewable for successive one-year terms unless terminated in writing by either party at least thirty (30) days prior to expiration. SECTION 2. Compensation. Service Provider shall receive a total sum of ONE HUNDRED AND NO/100 DOLLARS ($100.00) per hour for the performance of the services described in the Scope of Services, a copy of which is attached hereto as Exhibit A and incorporated herein by reference. Service Provider shall invoice the City for services rendered on a quarterly basis. SECTION 3. Duties and Services. Service Provider shall provide services of the Medical Director for the Lees Summit Fire Department, as required by law, and shall perform the services set forth in Exhibit A, as well as any other services which may be assigned, and mutually agreed upon by both parties. Service Provider shall at all times adhere to the procedures and requirements of 10 CSR 30-40,005 et seq., relating to Comprehensive Emergency Medical Services System Requirements. SECTION 4. Assignment. Neither the City nor Service Provider shall sell, assign, transfer or otherwise convey any of the rights under this Agreement without the prior and express written consent of the other party. SECTION 5. Progress Records. Service Provider shall maintain records documenting services provided, including and itemization of work performed. Service Provider shail make such records available to the Fire Chief or his designee upon request. Upon expiration of the term of this Agreement, Service Provider shall provide the City all such records showing all services performed through the date of expiration of this Agreement. SECTION 6. Termination. Subject to the provisions below, the Agreement may be terminated by either party upon thirty (30) days advance written notice to the other party; but if any work or service hereunder is in progress, but not completed as of the date of termination, then said Agreement may be extended upon written approval of the City until said work or services are completed and accepted. Page 1 of 7 Termination for Convenience. In the event that the contract is terminated or cancelled upon request and for the convenience of the City, without the required thirty (30) days advance written notice, then the City shall negotiate reasonable termination costs, if appropriate. Termination for Cause. Termination by the City for cause, default or negligence on the part of the Service Provider shall be excluded from the foregoing provision; termination costs, if any, shall not apply. The thirty (30) days advance notice requirement is waived in the event of Termination for Cause. Termination Due to Unavailability of Funds in Succeeding Fiscal Years. When funds are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal year, the Agreement shall be cancelled and the Service Provider shall be reimbursed for the reasonable value of any nonrecurring costs incurred but not amortized in the price of the services delivered under the Agreement. SECTION 7. Hold Harmless. Service Provider shail indemnify, defend, become responsible for and forever hold the City of Lees Summit and its officers, employees, elected officials, attorneys and agents harmless to the extent permitted by law from any and all claims, lawsuits, suits actions, causes of action, reasonable attorneys fees, costs, demand, damages, losses, expenses, and other defense costs or liabilities by any person, persons or property arising out of or incurred as a result of any negligent act, error, omission or intentional act of Service Provider, his agents and/or employees, of any character and from any cause whatsoever, including, without limitation, any claims for such taxes, payments or related interests and penalties identified in Section 9 of this Agreement, arising out of or in any way connected with performance of the Scope of Services defined in this Agreement. SECTION 8. Applicable Law. The terms of this Agreement shall be governed by the laws of the State of Missouri. SECTION 9. Independent Contractor. Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. Service Provider shall at all times be an independent contractor with respect to the services to be performed under this Agreement, and Service Provider agrees that application of the twenty-factor test set forth in Internal Revenue Service Ruling 87-41 clearly demonstrates Service Provider's status is that of an independent contractor. Service Provider shall be responsible for payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance, Worker's Compensation Insurance, or any other fringe benefits, tax withholding or employment taxes applicable to the services rendered under this contract. SECTION 10. {nsurance. During the performance of the services under this Agreement, the City shall maintain Medical Professional Liability insurance for the Medical Director in the amount of $1,000,000 per occurrence and $3,000,000 in the aggregate. Service Provider shall furnish the City with all necessary documentation required by the insurance provider to provide the required coverage naming Service Provider, and specifically, Dr. Gustafson, as the covered individual. The insurance shall include a provision that such insurance shall not be cancelled without at least thirty (30) days written notice to the City and Service Provider. The City will pay the costs associated with maintaining this insurance and the insurer may send the bill directly to the Lees Summit Fire Department for payment by the City. Page 2 of 7 SECTION 11. Miscellaneous Provisions, General Terms and Conditions. A Tax Exempt, The City is exempt from State and local sales taxes. Sites of all transactions derived from this Agreement shall be deemed to have been accomplished within the State of Missouri. B. Compliance with Applicable Law. Service Provider shail comply with all Federal, State or local laws, ordinances, rules, regulations and administrative orders, including but not limited to Wage, Labor, Unauthorized Aliens, EEQ and OSHA-type requirements which are applicable to Service Provider's performance under this Agreement. Service Provider shall indemnify and hold City harmless on account of any violations thereof relating to Service Providers performance under this Agreement. Cc. Anti-Discrimination Clause. Service Provider shall not in any way, directly or indirectly, in connection with this Agreement, discriminate against any person because of age, race, color, handicap, sex, national origin or religious creed. D Conflicts. No salaried officer or employee of the City and no member of the City Council shall have a financial interest, direct or indirect, in this Agreement. A violation of this provision renders the Agreement void. Federal conflict of interest regulations and applicable provisions of Sections 105.450 105.496 shall not be violated. Service Provider covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services to be performed under this Agreement. Service Provider further covenants that in the performance of this Agreement no person having such interest shall be employed. E Fund Allocation. Continuance of this Agreement is contingent upon the available funding and allocation of City funds. Service Provider understands that the obligation of the City to pay for services under this Agreement is limited to payment from available revenues and shail constitute a current expense of the City and shall not in any way be construed to be a debt of the City in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by the City nor shall anything contained in the Agreement constitute a pledge of the general tax revenues, funds or monies of the City, and all provisions of the Agreement shall be construed so as to give effect to such intent. SECTION 12. Entire Agreement. The provisions and terms of this Agreement are contractual and are not mere recitals. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and any prior agreements, understandings, or other matters, whether oral or written, are of no further force or effect. SECTION 13. Non-Waiver. No waiver of any condition or covenant contained in this Agreement, or any breach thereof, shall be taken to constitute a waiver of any subsequent condition, covenant or breach. SECTION 14. Severability. If any provision or term of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall not be affected and every other provision and term shall be valid and enforced to the fullest extent permitted by law. SECTION 15. Jointly Drafted. This Agreement shall be deemed to have been jointly drafted by the parties and shall not be construed more strongly against any other party hereto. SECTION 16. Headings. The paragraph headings in this Agreement are for the convenience of the reader and are not intended to define or fimit the scope of any provisions of this Agreement. Page 3 of 7 SECTION 17. Counterparts and Modifications. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed to be an original but all of which together shall be deemed to be one and the same instrument. The parties to this Agreement may amend or modify this Agreement only by a written instrument executed by both parties, which may also be executed in two (2) or more counterparts. SECTION 18. Business Associate. Service Provider shall perform under this Agreement in compliance with the privacy regulations pursuant to Public Law 104-191 of August 21, 1996, Subtitle F Administrative Simplification, Sections 261, et seq., as amended (HIPAA), to protect the privacy of any personally identifiable protected health information (PHI) that is collected, processed or learned as a result of the services provided to the City by Service Provider. In conformity therewith, Service Provider agrees that he will: Not use or further disclose PHI except as permitted under this Agreement or required by law; Use appropriate safeguards to prevent use or disclosure of PHI except as permitted by this Agreement. To mitigate, to the extent practicable, any harmful effect that is known to Service Provider of a use or disclosure of PHI by Service Provider in violation of this Agreement. Report. to the Citys Privacy Officer any use or disclosure of PHI not provided for by this Agreement of which Service Provider becomes aware; Ensure that any agents or subcontractors to whom Service Provider provided PHI, or who have access to PHI, agree to the same restrictions and conditions that apply to Service Provider with respect to such PHI; Make PHI available to the City and to the individual who has a right of access as required under HIPAA. incorporate any amendments to PHI when notified to do so by the City; Provide an accounting of all uses of disclosures of PHI made by Service Provider as required under the HIPAA Privacy Rule; Make his internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary of the Department of Health and Human Services for purposes of determining Service Provider's and the Citys compliance with HIPAA; and At the termination of this Agreement, return or destroy all PHI received from, or create or received by Service Provider on behalf of the City, and if return is feasible, the protections of this agreement will extend to such PHI. 1 The specific uses and disclosures of PH! that may be made by Service Provider on behalf of the City include, but are not limited to: a) The review of patient care information in providing advice to the City concerning a particular ambulance incident; Page 4 of 7 b) The review of patient care information and other medical records and submission of that information to carriers, insurers, and other payers with respect to Service Provider assisting the City in an insurance or Medicare audit or other similar action; ) The review of patient care information with respect to providing the City with business and operational advice generally d) The review of patient care information in the course of Service Provider conducting compliance assessment activities; e) Other uses of disclosures of PH! as permitted by the HIPAA Privacy Rule. Notwithstanding any other provisions of this Agreement, tl Agre ent may be terminated by the City, in its sole discretion, if the City determines,tha Provider: lias violated a term of provision of this Agreement pertaining to the Cit bligations under the HIPAA Privacy Rule, or if Service Provider engages in conduct. Which would, if committed by the City, result in a violation of the HIPAA Privacy Rule by the City. IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto on the date set forth below. CITY OF LEES SUMMIT, MISSOURI A municipal corporation oved as to Form: By: Hp Lo Ch KM rn 1a () Stephen A. Arbo, City Manager i ce of the City Attomey @ vate. LLL ES 6 SERVICE PROVIDER Z) By l/ Wi i Rk. SZ fet Lp LtYd fA th LB BCEM, Davi id R, Gustafso n, DO, E CE Member Paladin EMS Oversight, LLC Date: [Of 3 bk S Page 5 of 7 STATE OF MISSOURI ) )ss COUNTY OF JACKSON ) On the _/9 Hh day of December 20/3 before me personally appeared Stephen A. Arbo, and acknowledged under oath that he/she is the City Manager, of the City of Lees Summit, Missouri, named in the foregoing instrument, and as such was authorized to execute this instrument on behalf of the City of Lees Summit, Missouri. fe C# ay Uy JULIEC, PRYOR ie My Commission Expires NOTARY ue eS Apri 9, 2018 SEA te dackeon County Notary Publics Clute (2. Lryor oe Commmleston #1261722? it) My Commission Expires: Y- q-lbe STATE OF 1550.26 ) )SS COUNTY OF Qed ) * On the 4G day of Dacomhee 20)45before me personally appeared David R. Gustafsn, and acknowledged under oath that he/she is the Pees en of Paladin EMS.Oversight, LLC, named in the foregoing instrument, and as such was authorized to execute this instrument on beHalf of the abovertiamned.entity, tay wb REGINA. LUST = My Commission Expires Wink August, 2017 E Coss County BOF i Commission #13474867 nowar pubic Bag inna We Land My Commission Expires: g | 4 l 17 Page 6 of 7 EXHIBIT A TO SERVICE AGREEMENT FOR MEDICAL DIRECTOR SERVICES Scope of Services to be provided by Service Provider as Medical Director for the City of Lees Summit Fire Department. Serves as the Medical Director for the Lees Summit Fire Department as defined by the Agreement and as directed by the Lees Summit Fire Chief or his/her designee. Assists in maintaining acceptable medical and treatment protocols. Serves as the Signing Authority for afl controlled medications used by the EMS service. Reviews specific reports and incidents to identify compliance with policy, protocol, and/or procedures. These reviews are specified in 19 CSR 30-40.005 et seq. Assists in the establishment of training criteria and processes. Functions as liaison with local medical community for the Fire Department. Assist in the implementation and application of the Lees Summit Fire Department Policies and Procedures involving infectious Disease Control. Assist as requested in cases of potential exposure of a member to an infectious disease. Performs other services and mutually agreed to be the Lees Summit Fire Chief or his/her designee and Service Provider, as they may be related to the above-described Medical Director services. Page 7 of 7