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HomeMy WebLinkAboutAllen Memorial Hospital Corporation-5/26/2015Agreement for Medical Director Fire Department This Agreement is between Allen Memorial Hospital Corporation, an Iowa nonprofit corporation (hereafter referred to as "Allen"), and the Waterloo Fire Department (hereafter referred to as "WFD"). Recitals 1. Allen operates a licensed acute care general hospital and related facilities. 2. WFD has determined that it must retain the services of a qualified physician to serve as the Medical Director of the Fire Department. 3. Allen employs physicians that are qualified, by virtue of their background, education, and experience to provide such services and assistance in accordance with the terms of this Agreement. Now, therefore, the parties agree as follows: 1. PHYSICIAN. Allen agrees to provide one physician acceptable to WFD (hereinafter "Physician') to serve as Medical Director of the Fire Department for the term of this Agreement. The Physician providing services under this Agreement shall be designated on attached Appendix A. 2. SERVICES. As an Iowa EMS Physician Medical Director, Physician is obligated to comply with 147A -Chapter 132: Emergency Medical Services — Service Program Authorization. Physician shall be responsible for the overall medical direction of the service program. Specifically, Physician shall comply with the medical director duties in Chapter 132 of the Iowa Code and the Job Description adopted by the WFD. 3. QUALIFICATIONS: Physician must continuously meet each of the following qualifications: a. Licenses. Hold a current, unrestricted license to practice medicine in Iowa and a current unrestricted state and federal permit to prescribe medications, including controlled substances. b. Insurance. Maintain current professional liability coverage in the forrn and manner required under Section 3. c. Health. Subject to short-term illness or disability, be physically, mentally, and emotionally fit to discharge all of the essential functions of all responsibilities under this Agreement. d. Status. Be employed by Allen. 4. PROFESSIONAL LIABILITY COVERAGE: Allen shall maintain, at all times that a claim could be brought against Alien or against any individual physician for services rendered under or during this Agreement, professional liability coverage insuring against such claims in an amount of not less than One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) aggregate per policy year. Upon request, Allen shall provide WFD a certificate or binder reflecting such coverage and providing that the insurer shall give written notice to Hospital at least thirty (30) days before the cancellation or modification of such coverage. 5. FEE FOR SERVICES: Under this agreement WFD shall pay Allen the amount of Five Thousand Dollars ($5,000.00) per year for Physician's services. 6. TERM AND TERMINATION: The term of this Agreement shall begin on June 1, 2015 and shall automatically renew for successive periods of one (1) year each, unless either party gives the other party notice of termination sixty (60) days prior to the anniversary date. Notwithstanding the stated term and renewals thereof, this Agreement may be terminated as follows: a. Without Cause. Without cause and without penalty, by either party upon giving the other party not less than ninety (90) days' prior notice of termination in writing, specifying the effective date of termination. b. For Cause. For cause by either party upon giving the other party not less than thirty (30) days' prior notice of termination in writing specifying the alleged breach or default and the date on which termination will be effective; provided, that in the event of termination for cause under this subparagraph, the party receiving notice shall have the notice period in which to correct or cure the alleged breach or default to the reasonable satisfaction of the party giving notice. Cause under this subparagraph consists of a material breach or default by the party receiving notice in the performance or under the terms and conditions of this Agreement. c. Regulatory Changes. By either party following reasonable (determined with regard to minimizing or eliminating the risk) written notice to the other party based upon an opinion from such party's legal counsel that existing or changed law, regulations, interpretations, or case law applied to this transaction creates an unreasonable risk of sanction, prosecution, or assessment to the party giving notice. The parties acknowledge that this Agreement is being entered into at a time of significant change in state and federal law regarding the delivery and financing of health services and agree to negotiate in good faith to reform or modify this Agreement in the event of regulatory changes as defined herein prior to terminating this 2 Agreement, unless termination is necessary to prevent imminent adverse legal consequence. 7. INDEPENDENT CONTRACTOR. Physician will perform his/her responsibilities under this Agreement as an employee of Allen and is not, by virtue of this Agreement or otherwise, made an agent, employee, or joint venturer of WFD. WFD shall neither have nor exercise any control over the professional medical judgment in the performance of Services under this Agreement. Physician shall, however, provide all Services in a competent and professional manner and in accordance with prevailing standards in the fields relevant to Physician's responsibilities under this Agreement. Physician shall not represent himself/herself as an agent, employee, or joint venturer of WFD in the performance of his/her professional responsibilities. Allen shall be solely responsible for withholding, reporting, and paying any Social Security, income or other taxes due on account of payments under this Agreement, except WFD will, to the extent of payments in excess of Six Hundred Dollars ($600) in any calendar year, file and furnish Allen with a copy of IRS Form 1099 reporting such payments. 8. ACCESS TO BOOKS AND RECORDS. Until the expiration of four (4) years after the furnishing of services under this Agreement, Allen shall make available, upon written request of the Secretary of Health and Human Services or the Comptroller General of the United States, or any of their duly authorized representatives, this Agreement and such books, documents and records of Allen as are necessary to certify the nature and extent of the cost hereunder. 9. TIME RECORDS. Physician shall maintain time records in a form approved by WFD. All time records shall be submitted within 30 days of the end of each month for all work performed in the previous month. All time records shall include the following information: date worked, task performed and time spent. Failure to submit time records promptly shall result in nonpayment. 10. NOTICES. Any notice required to be given by this Agreement shall be sufficient if in writing and if personally delivered to the addressee or, if mailed, by United States mail, certified or registered mail with return receipt requested, postage prepaid, to in the case of Allen: President and CEO Allen Memorial Hospital Corporation 1825 Logan Avenue Waterloo, Iowa 50703 And, in the case of WFD: Attn: Pat Treloar Waterloo Fire Department 3 425 East 3`d Waterloo, Iowa 50703 11. MISCELLANEOUS: The following additional conditions apply to this Agreement: a. Severability. In the event one or more of the provisions contained in this Agreement are declared invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not in any way be impaired thereby unless the effect of such invalidity is to substantially impair or undermine either party's rights and benefits hereunder. b. Assignment. This Agreement Is personal to Allen and may not be assigned or transferred, nor may any of the duties and responsibilities of Physician be assigned or transferred, except in the case of temporary coverage and then only under terms satisfactory to WFD. c. Waiver. The failure of either party to insist in any one or more instances upon performance of any terms or conditions of this Agreement shall not be construed as a waiver of future performance of any such term, covenant, or condition; but the obligations of such party with respect thereto shall continue in full force and effect. d. Recitals. The recitals are intended to describe the intent of the parties and the circumstances under which this Agreement is executed and shall be considered in the interpretation of this Agreement. e. Amendment. This Agreement may be amended only by written agreement of WFD and Allen. f. Applicable Law. This Agreement shall be interpreted according to the law of the State of Iowa, without regard to choice of law principles. g. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and subsumes and incorporates all prior written and oral statements and understandings relating thereto. h. Other Agreements. This Agreement incorporates by reference any personal services agreements between Allen or Physician and WFD that are contained on the master list of personal service agreements maintained by Allen. i. Medicare Eligibility. Both parties represent and warrant that neither it nor any of its employees, affiliates, or subcontractors are or have been excluded from participation, and are or have been excluded from 4 participation, and are not otherwise ineligible to participate, in a "Federal Health Care Program" as defined in 42 U.S.C. § 1320a-7b(f) or in any other government payment program. In witness whereof, the parties have executed this Agreement in duplicate on the dates set out below their respective names. ALLEN MEMORIAL HOSPITAL WATERLOO FIRE DEPARTMENT CORPORATION �-- B Its: Pres td-er4 cEa Date: 1/ -10-/! 5 By: ‘‘F" Its: �. ti Date: olio! c Ot ' APPENDIX A The name of the Physician who will provide Services under this Agreement is: Christopher Hill, D.O. Allen Memorial Hospital Corporation Its: reSie)fr,-F a CEO Date: 1/ --/&--/,S Waterloo Fire Department By: t/�-- -r ! 1 Date: 11/[Ci( ©-0(s