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Medical Services 2015 AGREEMENT BETWEEN THE CITY OF SALINA,KANSAS and SEAN HERRINGTON,M.D. for PROFESSIONAL MEDICAL DIRECTOR OVERSIGHT SERVICES This Agreement is entered into February 23, 2015 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: Responsibilities of the Parties N Exhibit B:Term; Schedule Exhibit C: Basis of Payment Exhibit D: Insurance Requirements 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, 2015, and terminate on February 25, 2016. 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 1 payments of$2,500.00, payable by the 15th 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 as specified 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 coverage as specified 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. Rating. All insurance policies shall be issued by insurance companies rated no less than A- VII in the most recent "Bests" insurance guide, and admitted 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. The parties acknowledge that the Contractor has provided 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 its employees or agents in the performance of its duties under this Agreement and shall immediately 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 wrongful acts, negligent acts, errors, omissions, or defective work or services of the Contractor, its employees, agents,or any tier of subcontractors in the performance of this Agreement. 9. Voluntary Termination. Intentionally omitted. 10. Default. If either party fails to comply with any term of this Agreement within ten (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"). 11. 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: 11.1 Termination. The non-defaulting party shall have the right to terminate this Agreement or terminate the defaulting party's rights under this Agreement. 11.2 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. 12. Non-Assignable. Due to the unique qualifications and capabilities of the Contractor, 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 hereunder,the Contractor shall be 2 entitled to arrange for another physician to act in his absence for a short period of tie with the prior approval of the Fire Chief. 13. 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 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: City Clerk Attn: Larry Mullikin, Fire Chief P.O. Box 736 Salina, KS 67402-0736 CONTRACTOR: Sean Herrington, M.D. 2617 Tara Lane Salina, KS 67401 14. Retention and Inspection of Records. The Contractor shall maintain complete, accurate, and clearly identifiable records with respect to all costs and expenses incurred under this Agreement. The records shall be maintained during the term of this Agreement, and for a period of three (3) years from the date of final payment under this Agreement (the "Retention Period"); provided, however, that if any litigation, claim or audit is commenced prior to the expiration of the Retention Period, then the Retention Period shall be extended until all litigation, claims or audit findings have been completely terminated or resolved, without right of further appeal. During the Retention Period,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 City agrees to responsibly utilize all information obtained pursuant to this paragraph for the purposes of reviewing, confirming, and verifying the nature and amount of all costs and expenses incurred under this Agreement. The City agrees to take reasonable precautions not to disclose such information outside the scope of those stated purposes,subject to the Kansas open records act or other applicable law. 15. 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. 16. 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 responsibilities as outlined in Exhibit A. 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. 17. Subcontracting. Contractor shall not subcontract any work or services under this Agreement without the City's prior written consent. 18. Compliance with Applicable Law. Contractor shall comply with all applicable federal,state, and local law in the performance of this Agreement. 3 19. 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 Agreement 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 Contractor shall be deemed to have breached this Agreement 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 Contractor shall be deemed to have breached this Agreement 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 Agreement because of race, sex, religion, age, color, national origin, ancestry or disability;and (6) The Contractor shall include similar provisions in any subcontract under this Agreement. (b) The provisions of this section shall not apply to this Agreement if the Contractor: (1) Employs fewer than four employees during the term of this Agreement; or (2) Contracts with the City for cumulatively$5,000 or less during the City's calendar fiscal year. 20. 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 or his designee,unless otherwise provided herein. 21. 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. 22. 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. 23. 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. 24. Interpretation. This Agreement shall be interpreted according to its fair meaning, and not in favor of or against any party. 25. 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. 26. Severability. The unenforceability,invalidity,or illegality of any provision of this Agreement shall not render the other provisions unenforceable,invalid,or illegal. 4 27. 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. 28. Persons Bound. This Agreement shall extend to and bind the heirs, executors, administrators, trustees, successors and authorized assigns of the parties hereto. 29. 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. 30. 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. 31. 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. 32. Conflict Resolution. No interpretation of this Agreement shall be allowed to find the City has agreed to binding arbitration. 33. 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. 34. Typewritten or Handwritten Provisions.Typewritten or handwritten provisions inserted or attached,and initialed by all parties,shall supersede all conflicting printed provisions. 35. Feminine-Masculine, Singular-Plural. Wherever used, singular shall include the plural, plural the singular, and use of any gender shall include all genders. 36. 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. 37. 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. IN WITNESS 'EO.', the parties hereto have caused this Agreement to be executed by their authorized representatives. CITY • . ALINA EAN HERRINGTON,M.D. By Aaron K.Houseeholteer,��M,ayor, S,-•_14"(e • .n, Attest: I(J Z4J Sh di Wicks,CMC,City Clerk Form: al (6,sel 5 EXHIBIT A RESPONSIBILITIES OF THE PARTIES 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 EXHIBIT 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 KaMMCO KANSAS MEDICAL MUTUAL INSURANCE COMPANY TOPEKA,KANSAS 623 W.Tenth•Topeka,KS 66612-1892 785/232-2224.1-800.232.2259 FAX:7851232.4704 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 POLICY HOLDER SINCE: 02/01/2011 FOR THE PERIOD FROM 01/01/2015 12:01a,m. TO 01/01/2016 12:01 a.m. NAME AND ADDRESS OF CERTIFICATE HOLDER: NAME AND ADDRESS OF HEALTH CARE PROVIDERS: Sean M.Herrington,MD 501 S Santa Fe Ste 200 Salina,KS 67401 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 insurance 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 (HCSF) are based upon the limits option selected by the Health Care Provider as shown In the company's records at the date of issuance of this Certificate of Insurance. LIMITS OF LIABILITY KaMMCO HCSF 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 12/19/2014 AUTHORIZED REPRESENTATIVE DATE OF ISSUE 116-1(ED 01/93) Ci/t vjs 3/31is of Salina SALINA FIRE DEPARTMENT OFFICE OF THE CHIEF OF EMS February 17, 2015 TO: Larry Mullikin, Fire Chief FROM: Shane Pearson, Chief of EMS SUBJECT: Recommendation of Medical Director Contract Renewal Dr. Sean Herrington's contract as the Medical Director for the Salina Fire Department is set to expire at the end of February of 2015. I feel the Salina Fire Department has a great working relationship with Dr. Herrington. Dr. Herrington has been the driving force behind several protocol and patient care related changes within the operations of the Salina Fire Department. As an example, Dr. Herrington and I attended a cardiac arrest resuscitation academy in Oklahoma City last summer. The attendance at the academy included EMS providers as well as several physician EMS system medical directors from several large metropolitan cities. After attending the academy and under Dr. Herrington's direction, the Salina Fire Department implemented changes to our response, approach and care of patients experiencing cardiac arrest, this has led to a significant increase in the percentage of patients who regain spontaneous circulation and no longer require CPR prior to arrival to the Emergency Department. Another example of Dr. Herrington's dedication to the citizens of Salina was the implementation of selective spinal motion restriction guidelines. This procedure essentially all but eliminates the use of long spine boards for traumatic injured patients. Both of these are but just two examples of recent advancements in patient care that are referred to as "evidenced based medicine" in the Emergency Medical Services area. Dr. Herrington has and remains committed to ensuring the EMT's and Paramedics of the Salina Fire Department received training on the most up to date pre-hospital emergency medical care, he does this not only by attending classes and conferences related to EMS himself, but also provides basic and advanced life support training to the Paramedics on a monthly basis. He remains engaged in EMS on more than just a local level. Dr. Herrington also represents Fire Based EMS services throughout Kansas as a member of the Medical Advisory Committee to the Kansas Board of Emergency Medical Services. The physicians on the committee are considered subject matter experts regarding Emergency Medicine and Emergency Medical Service care delivery and routinely make recommendations to the Kansas Board of EMS regarding patient care in the pre- hospital environment. Page 2 February 17, 2015 To assist me with this letter of recommendation I asked the shift assigned Medical Officers for their thoughts on Dr. Herrington's performance. Medical Officer Scott McCready stated that: "Dr. Herrington is always available when needed regardless of the time of day, if I or one of the paramedics has a question or a problem you can be assured that Dr. Herrington makes himself available to answer the phone. Dr. Herrington has the citizen's best interest in mind and works closely with the members of the Salina Fire Department to ensure that we have the most up to date protocols and education available". Medical Officer Darrin Soper wrote me the following regarding Dr. Herrington: Shane, I think that Dr. Herrington is a great asset to our department. He is always willing and available to our department to listen to any ideas or concerns that we have with patient care. He allows us to be leaders in the state with new ideas in pt care (i.e. spinal motion restriction, bougie assisted cricothyrotomy, High functioning CPR). I am happy that he is an active medical director. He attends our monthly meetings for chart review and has just recently discussed how we can make our Quality Assurance process better. I highly recommend extending his contract with the department. Emergency medical delivery systems can struggle when it comes to `Continuity of Care (CoC)' issues. There is no doubt that with Dr. Herrington being a fulltime Emergency Department Physician the citizens of Saline County experience the best continuity of care possible from the first call to 911 up to, and including, arrival at Salina Regional Health Center. He is able to observe firsthand the emergency care provided to the patient(s) and provide instant feedback to the medic crews on the appropriateness of the care rendered and, in some cases, reassure them that they did all that could have been done. Lastly, Dr. Herrington will be taking on added responsibility related to the Salina 911 Dispatch Center with the implementation of Priority Dispatch. The Medical Director provides oversight to the dispatch center regarding pre-arrival instructions the dispatchers will be providing to the citizens calling 911 for medical emergencies. Dr. Herrington has agreed to oversee this additional responsibility with no changes to the current contract. I would like to recommend that we renew Dr. Sean Herrington's contract, as the Medical Director for the Salina Fire Department with no changes to the contract. Thank you.