MEDICAL DIRECTOR CITY EMERGENCY MEDICAL SERVICES
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AGREEMENT
THIS AGREEMENT, made this
1st
of
January
, 1981
by and between
City of Clearwater, Florida
(hereinafter referred to as the "Provider"), and DALE MASSAD, M. D.
(hereinafter referred to as the "Director").
WITNESSETH:
WHEREAS, Provider conducts an Emergency Medical Services System employing
paramedics to perform advanced life support procedures;and
WHEREAS, pursuant to Chapter 401, Florida Statutes, the Emergency Medical
Services office of the Florida Department of Health and Rehabilitative Services
has or wil I promulgate rules relating to the provision of advanced life support
procedures and the certification of advanced I ife support providers; and
WHEREAS, Chapter 401, Florida Statutes requires that advanced life support
providers must contract with a licensed physician who wil I serve as medical
director; and
WHEREAS, Dr. Dale Massad M.D. is a medical doctor duly authorized and
I icensed to practice medicine in the State of Florida and qual ified to be the
medical director of an advanced life support provider; and
WHEREAS, Provider and Director wish to establish a relationship whereby
Director wi I I be the medical director for Provider's Emergency Medical Services
System; and
WHEREAS, the parties are desirous of entering into this agreement in order
to provide a ful I statement of their respective covenants and agreements in respect
to said relationship.
NOW, THEREFORE, for and in consideration of the premises and of the mutual
covenants and agreements herein contained, it is understood and agreed by the
parties hereto as fol lows:
1 . Rec i ta Is.
The above recitals are true and correct and are incorporated
herein by reference.
2. Term of Aqreement. This Agreement shal I be in effect on and after the
date of its execut i on and sha II rema in in fu II force and effect until December
31, 1981.
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3. Termination. This Agreement may be terminated as follows:
(a) This Agreement may be terminated without cause by either party upon
thirty (30) days' written notice to the other party.
(b) This Agreement may be terminated for cause by a nondefaulting party
by sending written notification of termination to the defaulting party. Cause of
a termination shal I include any material breach of any of the covenants or agreements
contained herein.
(c) This Agreement may be terminated at any time at the option of the
Director, if there is not provided to the Director malpractice insurance in such
amounts and under such terms as are reasonably necessary in the opinion of the
Director to provide him with adequate protection. The adequacy of available
insurance shall be within the sole and absolute discretion of the Director. AI I
costs of such insurance shall be paid by the Provider. Proof of insurance shal I
be provided to the Director by the Provider on demand of the Director. It is
further agreed by the Director that the Provider's present Protected Self-Insurance
Program wherein the City is self-insured for the first $100,000 of loss on each
and every loss and/or occurrence, with excess limits of insurance to $3,000,000
each and every loss and/or occurrence, with a $3,000,000 annual aggregate, is
acceptable to the Director.
4. Provider Malpractice Insurance. In addition to the Director's mal-
practice policy described in paragraph 3 (c), the Provider shal I obtain malpractice
insurance and public liability insurnace, as appropriate, covering the acts and
omissions of its employees, to include without I imitation al I paramedics, emergency
medical technicians, ambulance drivers and attendants, in an amount not less than
one mill ion dollars coverage. The Director shal I be named as an additional insured
in all such insurance pol icies. Provider shal I insure that al I such policies
provide for thirty (30) days' advance notice to Director prior to cancellation
for any reason. Proof of insurance shal I be provided to the Director by the
Provider on demand of the Director. It is further agreed by the Director that
the Provider!s present Protected Self-Insurance Program outlined in 3 (c) above
is acceptable to the Director.
5. Liability. Nothing in this Agreement shal I be construed as expanding
the liability of the Director beyond that provided for in the laws of the State
of Florida and such valid regulations as may be promulgated thereunder.
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6. Duties and Responsibilities of Provider. Provider agrees to perform
and accept the fol lowing duties and responsibilities:
(a) Provider shal I meet or exceed al I applicable standards and require-
ments of the State of Florida for certification as an advanced life support
provider, and shall become and remain so certified by the State. Provider shal I
further insure that its employees, where applleable, to include without I imitation
emergency medical technicians and paramedics, become and remain certified as
appropriate under the laws of the State of Florida.
(b) Provider agrees to participate, and agrees to cause its employees
to participate, in at I appl icable county, regional, state of national emergency
medical system programs required by law or deemed necessary by the Director.
(c) Provider shal I insure that paramedics, emergency medical technicians,
and other employees attend such educational programs and activities as shal I be
deemed necessary by the Director.
(d) Provider shal I comply with al I directoves and procedures of the
Director relating to the qual ity and quantity of care rendered by the emergency
medical system, and shal I insure that its employees also comply with such directives
and procedures.
(e) Provider shal I designate to the Director one individual employee of
Provider as training officer for the mergency medical system. The training officer
shal I act as liaison between the Director and the Provider, and shal I implement
the rules and regulations formulated by the Director for the emergency medical
system. The training officer shal I be responsible for day to day supervision of
the training program and the application of the procedures and directives of the
Director and shal I maintain such records as are necessary for these functions.
(f) Provider shal I supply a storage facility located at 610 Franklin
Street, Clearwater, Florida 33516 for al I records and telemetry tapes related to
the providing of emergency medical treatment. AI I such records and tapes shall
be retained for a minimum period of seven years. The Director shal I have free
access during reasonable business hours to al I such records and tapes at al I times
during said seven-year period, whether or not this Agreement is then in effect,
for purposes of review, inspection and copying as wet I as use for any valid purpose
of the Director.
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(g) AI I of Provider's employees shal I be hired, retained or discharged by
the Provider. Provider recognizes and agrees that the Director shal I, in his
sole and complete discretion, have the authority to determine whether or not an
employee is qualified to serve as a paramedic or emergency medical technician,
or to render advanced life support procedures.
(h) Provider shal I notify Director each time Provider employs advanced
life support procedures.
(i) Provider agrees to perform and accept all other duties and responslbi lities
required by the laws of the State of Florida and valid regulations promulgated
thereunder.
7. Duties and Responsibilities of Director. Director agrees to perform
and accept the following duties and responsibilities:
(a) Director agrees to supervise and set standards and establish procedures
for the medical performance of the emergency medical technidans and paramedics
functioning for Provider's emergency medical services system, as specified in
applicable laws of the State of Florida and such valid regulations are promulgated
thereunder.
(b) Director shal I perform such other duties and services for the emergency
medical system as are required of a Director by the laws of the State of Florida,
valid regulations promulgated thereunder, and this Agreement.
(c) Director shal I maintain reasonable competence In the delivery of
emergency medical care and advanced life support during the term of this Agreement.
(d) Director shal I provide the responsible supervision and control of any
physician-trained mobile rescue paramedic, emergency medical technician, paramedic
or ambulance driver employed by Provider while rendering emergency medical service
as required by the laws of the State of Florida and such valid regulations as
may be promulgated thereunder.
(e) Director shal I develop the established standing orders outlining the
steps to be fol lowed for handling a particular medical situation or resolving
a particular medical problem, and shal I inform Provider of such establ ished
standing orders and shal I provide medical supervision of the establ ished standing
orders.
8. Status of Employees.AII persons employed by Provider who are subject to
the medical supervision of Director, to include without limitation emergency
medical technicians and paramedics, shal I not be considered or construed to be
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the employees of the Director, but rather are and shal I be considered and
construed to be solely the employees of the Provider. Provider shal I pay al I
wages, workman's compensation, unemployment and social security taxes applicable
thereto.
9. I ndemn ity.
Provider hereby agrees to indemnify Director from any
and al I costs, I iabilities, losses, damages, innuries, claims, demands and
expenses, to include a reasonable attorney's fee through al I proceedings,
trials and appeals, arising directly or indirectly from the failure of Provider,
and its representatives, agents, servants, and employees to comply with applicable
laws of the State of Florida, or valid regulations promulgated thereunder, or
failure to comply with al I directives and procedures of the Director relating
to the qual ity and quantity of emergency medical care to be delivered by Provider,
or arising directly or indirectly from the negligence of Provider, or its
representatives and employees. The parties agree that this indemnification is
separately bargained for and shal I remain in effect notwithstanding the termination
of this Agreement for any reason whatsoever.
~10. ~tlty of Care.Director shal I establ ish, at his sole and complete
discretion, the standards for the qua~~lty and type of emergency medical care
to be administered by paramedics and emergency medical technicians.
11. Stipend. For and in consideration of his services as Medical Director,
Provider agrees to pay Director the amount of $11,000 per year, payable in
equal monthly installments beginning January 1, 1981. Payments for any fraction
of a monthly period shall be prorated and paid concurrently with the next monthly
Installment or at the termination of this Agreement, whichever shal I be first.
12. Attorney's Fees. If it shal I be necessary for either party to resort
to litigation against the other as a result of any default hereunder, the
prevailing party shal I be entitled to receive from the other party all costs
of such litigation, to Include, without I imitation, a reasonable attorney's fee
through al I proceedings, trials and appeals related thereto.
13. Exclusive Service of Director. It is understood by the parties hereto
that Director anticipates that he shal I contract to perform as Medical Director
with several emergency medical systems In addition to that of Provider. Nothing
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in this Agreement shal I be construed as preventing Director from so performing
or contracting.
14. Paraqraph Headinqs.
Paragraph headings utilized in t~is Agreement
are for convenience only and shall not be deemed to limit or control the contents
of any paragraph of this Agreement.
15. Merqer, Modification. This Agreement reflects the entire understanding
of the parties as to matters dealt with herein and may not be modified or amended
except by a written Instrument signed by both parties.
16. Not i ce .
Any notice required by this Agreement shall be given In
writing and delivered in person or mailed to the fol lowing addresses:
Provider:
610 Franklin Street
Clearwater, Fl. 33516
Director:
Dale Massad M. D.
115 Ph I I lips Way
Palm Harbor, Fl. 33563
17. Nonwa I ver.
The failure of a party to strictly enforce any proviDlon
of this Agreement shal I not be deemed a waiver of any right or remedy as to any
continuing or future matter. The termination of this Agreement by either party
shal I not affect or waive any other remedy or right.
18. Nonassiqnment. This Agreement may not be assigned or delegated by either
party without the written consent of the other party and any assignment or delegation
hereof made without such written consent shal I be void.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first above written.
CITY OF CLEARWATER, FLORIDA
BY~ ~ c,'\.~"
( City Manager ~^J) ~
Attest:
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correctness:
City Clerk
"Provider"
WITNESSES:
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Dale Massad M.D.
"Director"
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