Medical Services 2013AGREEMENT BETWEEN THE CITY OF SALINA, KANSAS
and
SEAN HERRINGTON, M.D.
for
PROFESSIONAL MEDICAL DIRECTOR OVERSIGHT SERVICES
This Agreement is entered into on the latest date of execution shown on the signature
page by and between the City of Salina, Kansas, (the "City ") and Sean Herrington, M.D., (the
"Contractor ").
Recitals
A. Through the Salina Fire Department ( "SFD "), the City provides emergency
medical services within the City of Salina and its surrounding emergency response area.
B. The City desires to contract for medical director oversight services necessary to
assure the SFD's provision of emergency medical services in compliance with all federal, state,
and local regulations.
C. The Contractor has the requisite qualifications and experience to perform the
services desired by the City and desires to perform those services pursuant to the terms of this
Agreement.
The parties, in consideration of the mutual promises set forth in this Agreement, agree
and covenant:
1. Definitions. Capitalized words used in this Agreement shall have the following
meanings:
"Agreement" means this Agreement for Professional Medical Director Services, as
amended and supplemented from time to time.
"City" means the City of Salina, Kansas.
"Contractor" means Sean Herrington, M.D., and any successors or assigns approved
pursuant to this Agreement.
"Fire Chief" means the Fire Chief of the Salina Fire Department, or his designee.
"SFD" means the Salina Fire Department.
2. Exhibits. The following Exhibits are attached to and made a part of this
Agreement:
Mark with "X" if applicable
Exhibit A: Scope of Services
Exhibit B: Term; Schedule ❑
Exhibit C: Basis of Payment
Exhibit D: Insurance Requirements
Exhibit E: Standard Provisions
3. Responsibilities of the Parties. The parties agree to perform the responsibilities
outlined in the attached and incorporated Exhibit A.
4. Term. This Agreement shall be for a term of one (1) year, which shall commence
on February 25, 2013, and terminate on February 25, 2014. Upon expiration of the initial term,
this Agreement shall automatically renew for additional one (1) year terms unless either party
notifies the other in writing of its intent to terminate the Agreement at least 90 days before the
renewal date.
5. Payment. For the satisfactory performance of the services rendered pursuant to
this Agreement, the City shall pay the Contractor the sum of $30,000.00 per year; said amount
shall be paid in twelve (12) equal monthly payments of $2,500.00, payable by the 15`h day of
each month during the term of this Agreement, or at such other times and /or amounts as may be
mutually agreed by the Contractor and the Fire Chief.
6. Insurance Requirements.
6.1. Types and Amount of Coverage. The Contractor agrees to obtain
insurance coverage in the manner and amounts as set forth in Exhibit D, attached hereto, and
shall not make any material modification or change from these specifications without the prior
approval of the City. If the Contractor subcontracts any of its obligations under this Agreement,
the Contractor shall require each such subcontractor to obtain insurance in the same manner and
amounts as set forth in Exhibit D. Failure of the Contractor or its subcontractors to comply with
these requirements shall not be construed as a waiver of these requirements or provisions and
shall not relieve the Contractor of liability.
6.2. Ratine. All insurance policies shall be issued by insurance companies
rated no less than A- VII in the most recent "Bests" insurance guide, and licensed in the State of
Kansas. Except as otherwise specified in Exhibit D, all such policies shall be in such form and
contain such provisions as are generally considered standard for the type of insurance involved.
6.3. Certificate of Insurance. Following the execution of this Agreement and
prior to the commencement of any work hereunder, the Contractor shall provide the City with a
certificate of insurance listing the City as the Certificate Holder and evidencing compliance with
the insurance requirements in this Agreement. The City reserves the right to require complete
certified copies of all insurance policies procured by the Contractor pursuant to this Agreement,
including any and all endorsements affecting the coverage required hereunder.
7. Injury to Persons or Damage to Property. The Contractor acknowledges
responsibility for any injury to person(s) or damage to property caused by Contractor, its
employees or agents in the performance of its duties under this Agreement and shall immediately
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notify the City's Risk Management Department at (785) 309 -5705 in the event of such injury to
person(s) or damage to property.
8. Indemnification. To the fullest extent permitted by law, the Contractor shall
defend, indemnify and hold harmless the City, its agents, representatives, officers, officials and
employees from and against all claims, damages, losses and expenses (including but not limited
to attorney fees and court costs) attributable to bodily injury, sickness, disease, death, or injury
to, impairment, or destruction of property, including loss of use resulting therefrom, to the extent
that such claims, damages, losses, and expenses relate to, arise out of, or are alleged to have
resulted from the negligent acts, errors, mistakes, omissions, or defective work or services of the
Contractor, its employees, agents, or any tier of subcontractors in the performance of this
Agreement.
9. Standard Provisions. The Standard Provisions set forth in Exhibit E are made a
part of this Agreement.
10. Voluntary Termination. Intentionally omitted.
11. Default. If either party fails to comply with any term of this Agreement within 10
days after written notice to comply has been mailed by the non - defaulting party to the defaulting
party, such failure shall be deemed an immediate breach of this Agreement ( "Event of Default ").
12. Remedies. Upon the occurrence of an Event of Default, the non - defaulting party
shall have the following rights and remedies, in addition to any other rights and remedies
provided under this Agreement or by law:
12.1. Termination. The non - defaulting party shall have the right to terminate
this Agreement or terminate the defaulting party's rights under this Agreement. In the event of
such termination by the City, the Contractor shall be compensated for such services as have been
satisfactorily performed through the date of termination, but no compensation shall be earned
after the effective date of the termination.
12.2. Other Remedies. The non - defaulting party may pursue any available
remedy at law or in equity (including specific performance) by suit, action, mandamus or other
proceeding to enforce and compel the performance of the duties and obligations set forth in this
Agreement, to enforce or preserve any other rights or interests of the non - defaulting party under
this Agreement or otherwise existing at law or in equity and to recover any damages incurred by
the non - defaulting party resulting from such Event of Default.
13. Assignment. Due to the unique qualifications and capabilities of the parties, neither
the rights nor responsibilities provided for under this Agreement shall be assignable by either party,
either in whole or in part. Notwithstanding the foregoing, if the Contractor is unavailable to provide the
services required hereunder, the Contractor shall be entitled to arrange for another physician to act is his
absence for a short period of time with the prior approval of the Fire Chief.
14. Notices. All notices required or permitted to be given pursuant to this Agreement
shall be in writing and delivered personally or sent by registered or certified mail, return receipt
requested, or by generally recognized, prepaid, commercial courier or overnight air courier
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service. Notice shall be considered given when received on the date appearing on the return receipt,
but if the receipt is not returned within five (5) days, then three (3) days after mailed, if sent by
registered or certified mail or commercial courier service; or the next business day, if sent by
overnight air courier service. Notices shall be addressed as appears below for each party, provided
that if any party gives notice of a change of name or address, notices to the giver of that notice shall
thereafter be given as demanded in that notice.
CITY: Salina Fire Department
Attu: Chief Larry Mullikin
222 W. Elm
Salina, KS 67401
CONTRACTOR: Sean Herrington, M.D.
2617 Terra Lane
Salina, KS 67401
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their authorized represent ives. ,f
CITY OF
By:
Norman M. Jennm ayor
Date: February .2013
ATTEST:
By: r N�iWIMN`�
Lieu Ann Elsey, CMC, City ClOrk
APPROVEto
By:
Clark, Mize & Linville, Chartered
Legal Counsel
City of Salina, Kansas
SEAN HERRINGTON, M.D.
c
By:
S g n, .D.
Date: Febnrary /fit/ %2 13
EXHIBIT A
SCOPE OF SERVICES
The Contractor will serve as the City's Medical Director throughout the term of this Agreement, and
shall work under the direction and authority of the Fire Chief to perform the following responsibilities
and requirements:
1. Satisfy the requirements of K.S.A. 65 -6126 and Kansas Admin. Reg. Agency 109, as amended.
2. Provide off -line medical direction services to include specification, review, and approval of the
service protocols; and participate in the SFD's continuous quality improvement program in
accordance with state and federal regulations.
3. Assist the Fire Chief in the evaluation of current services, and the planning and implementation
of new /expanded programs that promote the public welfare and the welfare of the SFD's
personnel.
4. At the Fire Chiefs request, provide the Fire Chief with an annual report detailing the
Contractor's activities connected with the Medical Director position; the state of Emergency
Medical Services in Saline County; and opportunities or barriers in providing premier
Emergency Medical Services for the City of Salina and Saline County.
5. Maintain all licenses required to practice medicine and provide the services required hereunder.
6. Assist the Fire Chief with EMS dispatch procedures to assure that the appropriate units are
dispatched in the appropriate manner to the scene of a medical emergency or injury. The
Contractor will work through the Chief of Police, and with the assistance of the Fire Chief, when
dispatch procedures are modified or implemented.
7. At his sole discretion, respond to the scene of emergency events. In the event that the Contractor
responds to the scene of a major emergency event, the Contractor shall operate under the
Incident Commander at the scene to evaluate the performance of and assist SFD personnel.
8. Serve on boards and committees to represent the interests of the SFD as the Medical Director.
The Contractor agrees to notify the Fire Chief prior to serving on, or stepping down from, any
boards or committees, but only in the event that the Contractor serves on such board or
committee in the sole capacity as Medical Director for the City.
9. The Contractor may serve as a Medical Director, advisor, or business partner for any other
EMS /Ambulance service, but agrees to notify the Fire Chief in the event of any actual or
potential conflict of interest in connection with such service
10. Immediately modify the procedures and protocols beyond those published in the SFD policies
and procedures when, in the judgment of the Contractor, it is in the best interest of the individual
patient and the welfare of the community.
The City agrees to:
1. Supply the Contractor with communications and support equipment when requested, as
approved by the Fire Chief.
A -1
EXIMIT D
INSURANCE REQUIREMENTS
Pursuant to Section 6 of the Agreement, the Contractor shall obtain, pay for, and maintain —
and shall require each of its authorized subcontractors to obtain and maintain — for the duration of
the Agreement, policies of insurance meeting the following requirements:
Professional Liability. The Contractor shall maintain professional liability/medical
malpractice insurance with limits of not less than $1,000,000 per occurrence and $3,000,000 general
aggregate. In the event coverage is provided on a claims -made basis, the professional liability
insurance shall be maintained for a period of not less than two (2) years after completion of the
contract or in lieu thereof purchase of tail coverage (extended reporting period) under which the
City shall be afforded protection.
D -1
EXHIBIT E
STANDARD PROVISIONS
SP 1. Retention and Inspection of Records. The
Contractor shall maintain complete and accurate records
with respect to all costs and expenses incurred under
this Agreement. All such records shall be clearly
identifiable. The Contractor shall allow a representative
of the City during normal business hours to examine,
audit, and make transcripts or copies of such records and
any other documents created pursuant to, or arising
under, this Agreement. The Contractor shall allow
inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of
three (3) years from the date of final payment under this
Agreement.
SP 2. Non - appropriation. The City is subject to
Kansas budget and cash basis laws, and operates on a
calendar fiscal year. In the event that this Agreement
involves financial obligations spanning multiple fiscal
years for the City, it is subject to annual appropriation
by the City's governing body for future fiscal years. If
the City's governing body does not appropriate the
funds necessary to fulfill the City's financial obligations
pursuant to this Agreement, the City shall so notify the
other parties to this Agreement and this Agreement shall
be null and void for purposes of the fiscal year(s)
affected by the decision of the governing body not to
appropriate.
SP 3. Relationship. It is expressly understood that
Contractor in performing services under this Agreement,
does so as an independent contractor. The City shall
neither have nor exercise any control or direction over
the methods by which Contractor performs its services
hereunder. The sole interest and responsibility of the
City is to see that the services covered by this
Agreement are performed and rendered in a competent,
efficient, and satisfactory manner. Contractor shall be
exclusively responsible for all taxes, withholding
payments, employment -based benefits, deferred
compensation plans, including but not limited to its
workers compensation and social security obligations,
and the filing of all necessary documents, forms, or
returns pertinent to the foregoing.
SP 4. Subcontracting. Contractor shall not
subcontract any work or services under this Agreement
without the City's prior written consent.
SP 5. Compliance with Applicable Law.
Contractor shall comply with all applicable federal,
state, and local law in the performance of this
Agreement.
E -I
SP 6. Equal Opportunity
(a) In conformity with the Kansas act against
discrimination and Chapter 13 of the Salina
Code, the Contractor and its subcontractors, if
any, agree that:
(1) The Contractor shall observe the provisions
of the Kansas act against discrimination and
Chapter 13 of the Salina Code and in doing
so shall not discriminate against any person
in the performance of work under this
Contract because of race, sex, religion, age,
color, national origin, ancestry or disability;
(2) The Contractor shall include in all
solicitations, or advertisements for
employees, the phrase "equal opportunity
employer," or a similar phrase to be
approved by the city's human relations
director;
(3) If the Contractor fails to comply with the
manner in which the Contractor reports to
the Kansas human rights commission in
accordance with the provisions of K.S.A.
44 -1031 and amendments thereto, the
Contactor shall be deemed to have breached
this Contract and it may be canceled,
terminated or suspended, in whole or in part,
by the City;
(4) If the Contractor is found guilty of a
violation of Chapter 13 of the Salina Code
or the Kansas act against discrimination
under a decision or order of the Salina
human relations commission or the Kansas
human rights commission which has become
final, the Contactor shall be deemed to have
breached this Contract and it may be
canceled, terminated or suspended, in whole
or in part, by the City;
(5) The Contractor shall not discriminate
against any employee or applicant for
employment in the performance of this
Contract because of race, sex, sexual
orientation, gender identity, religion, age,
color, national origin, ancestry or disability;
and
(6) The Contractor shall include similar
provisions in any subcontract under this
Contract.
(b) The provisions of this section shall not apply to
this Contract if the Contractor:
(1) Employs fewer than four employees during
the term of this Contract; or
(2) Contracts with the City for cumulatively
$5,000 or less during the City's calendar
fiscal year.
SP 7. Administration of Agreement All references
in this Agreement requiring the City's participation or
approval shall mean the participation or approval of the
City Manager, unless otherwise provided herein.
SP 8. Feminine - Masculine, Singular- Plural.
Wherever used, singular shall include the plural, plural the
singular, and use of any gender shall include all genders.
SP 9. Headings. The headings of the sections of this
Agreement are included for the purposes of convenience
only and shall not affect the interpretation of any
provision hereof.
SP 10. Applicable Law: Venue. This Agreement and
its validity, construction and performance shall be
governed by the laws of Kansas. In the event of any legal
action to enforce or interpret this Agreement, the sole and
exclusive venue shall be in the Saline County, Kansas
District Court.
SP 11. Interpretation. This Agreement shall be
interpreted according to its fair meaning, and not in favor
of or against any party.
SP 12. Severability. The unenforceability, invalidity,
or illegality of any provision of this Agreement shall not
render the other provisions unenforceable, invalid, or
illegal.
SP 13. Time. Time is of the essence of this Agreement
No extension will be granted unless in writing and signed
by the parties. Should the end of a time period fall on a
legal holiday, that termination time shall extend to 5:00
p.m. of the next full business day.
SP 14. Persons Bound. This Agreement shall extend
to and bind the heirs, executors, administrators, trustees,
successors and authorized assigns (if assignment is
allowed under paragraph 12 of the Agreement) of the
parties hereto.
SP I5. Counterparts. This Agreement may be
executed in any number of counterparts, each of which
shall be deemed an original, or in multiple originals, and
all such counterparts or originals shall for all purposes
constitute one agreement.
SP 16. Typewritten or Handwritten Provisions.
Typewritten or handwritten provisions inserted or
attached shall supersede all conflicting printed provisions.
E -2
SP 17. Amendments. Neither this Agreement nor any
of its terms may be changed or modified, waived, or
terminated except by an instrument in writing signed by an
authorized representative of the party against whom the
enforcement of the change, waiver, or termination is
sought.
SP 18. Authority and Consent to Transaction. Each
party represents to the other that the person executing
this Agreement has full and legal authority to bind such
party to the terms of this Agreement, and that the
execution and delivery of this Agreement have been
duly and validly authorized by the governing body of
each party.
SP 19. Waiver. No failure or delay by a party hereto to
insist on the strict performance of any term of this
Agreement, or to exercise any right or remedy consequent
to a breach thereof, shall constitute a waiver of any breach
or any subsequent breach of such term. No waiver of any
breach hereunder shall affect or alter the remaining terms
of this Agreement, but each and every term of this
Agreement shall continue in full force and effect with
respect to any other then existing or subsequent breach
thereof.
SP 20. Conflict Resolution. No interpretation of this
Agreement shall be allowed to find the City has agreed to
binding arbitration.
SP 21. No Third Party Beneficiaries. Solely the
parties to this Agreement shall have rights and may make
claims under this Agreement. There are no intended third
party beneficiaries under this Agreement, and no third
parties shall have any rights or make any claims
hereunder.
SP 22. Attorney Fees. If any suit or action is instituted
by either party hereunder, including all appeals, the
prevailing party in such suit or action shall be entitled to
recover reasonable attorney fees and expenses from the
non - prevailing party, in addition to any other amounts to
which it may be entitled.
SP 23. Right to Independent Legal Advice. The
Contractor understands and acknowledges the right to
have this Agreement reviewed by legal counsel of the
Contractor's choice.
SP 24. Merger Clause. These terms are intended by
the parties as a complete, conclusive and final expression
of all the conditions of their Agreement No other
promises, statements, warranties, agreements or
understandings, oral or written, made before or at the
signing thereof, shall be binding unless in writing and
signed by all parties and attached hereto.
KaMMCO
KANSAS MEDICAL, MUTUAL INSUR°ANCIi COMPANY
TOPEKA, I<ANSAS
623W. Tenth • Topeka ,KS 66612-1892
785/232-2224.1-800-232-2259
FAX: 785 / 232 -4704
CERTIFICATE OF INSURANCE
This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate
does not amend, extend, or alter the coverage afforded by the policy below.
POLICY NUMBER: MPL0020804
FOR THE PERIOD FROM 01/01/2013 12:01 a.m.
Sean M. I Ierrington, MD
501 S Santa Fe Ste 200
Selina, KS 67402
POLICY HOLDER SINCE:
TO 01101/1014
NAME AND ADDRESS OF CERTIFICATE [-SOLDER:
NAME AND ADDRESS OF I1EAIJII CARL PROVIDERS:
07/01/2001
12:01 a,m.
This is to certify that the policy of professional liability insurance listed above has been issued to the Health Care Provider
named above for the, policy period indicated, The insmmnce afforded by the policy described herein is subject to all the
terms, exclusions, and conditions of such professional liability policy, The limits of liability for the Health Care
Stabilization Fund (I-ICSF) are based upon the limits option selected by the Health Cate Provider as shown in the
company's records at the date of issuance of this Certificate of Insurance,
LIMITS OF LIABILITY
KaMMCO I-ICSF Option 3 Excess TOTAL
Each Claim $200,000 $800,000 $0 $1,000,000
Annual Aggregate $600,000 $2,400,000 $0 $3,000,000
AUTHORIZED REPRESENTATIVE
116.1 (ED 01/93)
12/26/2012
DATE OF ISSUE
C(4,_ nI)5 311-s113