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HomeMy WebLinkAbout05-354.doc NOVEMBER 22, 2005 05-354 RESOLUTION (CARRIED 7 -0 LOST LAID OVER WITHDRAWN PURPOSE: APPROVE AGREEMENT I MEDICAL DIRECTOR INITIATED BY: FIRE DEPARTMENT BE IT RESOLVED by the Common Council of the City of Oshkosh that the attached Medical Director Agreement between the City of Oshkosh and BayCare Clinic, L.L.P. is hereby approved and the proper City officials are hereby authorized to execute and deliver the agreement in substantially the same form as attached hereto, any changes in the execution copy being deemed approved by their respective signatures, and said City officials are authorized and directed to take those steps necessary to implement the terms and conditions of the Agreement. MEDICAL DIRECTOR AGREEMENT THIS MEDICAL DIRECTOR AGREEMENT is made and entered into this 1 8t day of January 2005 (the "Effective Date"), by and between the City of Oshkosh ("Oshkosh"), and BayCare Clinic, LLP., a Wisconsin limited liability partnership ("BCC") hereafter collectively referred to as the "Parties." RECITALS WHEREAS, Oshkosh desires to retain BCC to provide medical director services for the City of Oshkosh Fire Department (the "Department"); WHEREAS, BCC is experienced in the provision of administrative and medical direction services in connection with the provision of emergency medical services; WHEREAS, BCC desires to perform the medical director services contemplated herein and those duties required of medical directors under applicable laws, statutes, rules and contracts; and WHEREAS, BCC and Oshkosh desire to provide a full statement of their respective covenants, agreements and responsibilities in connection with BCC's services as Medical Director for the Department during the term of this Agreement. NOW, THEREFORE, in consideration ofthe mutual covenants and agreements set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Duties and Responsibilities. Oshkosh hereby engages the services ofBCC to provide medical director services to Oshkosh, as provided for in this Agreement, and BCC hereby represents and warrants to Oshkosh that it is not a party to any other agreement or arrangement that would preclude it from entering into, and providing services under, this Agreement. At all times while this Agreement is in effect, BCC shall designate at least one of the BCC Partners, who specializes in emergency medicine, to serve as a "Medical Director" for the Department. The Medical Director initially designated for the Department shall be that physician set forth on Exhibit A. Notwithstanding the foregoing provisions of this section, nothing contained herein shall preclude BCC from assigning, on a temporary basis, an otherwise qualified physician to serve as a Medical Director to the Department during any temporary leave or absence (e.g. vacation, continuing medical education, illness) on the part of the designated Medical Director. BCC shall cause the Medical Director to agree to perform services as Medical Director of the Department. In such capacity, the Medical Director shall have those duties and responsibilities that are reasonably assigned from time to time by BCC, and those duties and responsibilities required of persons serving in such capacities under all applicable federal, state and local laws, rules and contracts. The dutíes and responsibilities of the Medical Director shall specifically include: (i) services at the Department; General monitoring of the provision of emergency medical (ii) Cooperating with Oshkosh to assure that the Department complies with all state and federal regulations concerning the medical standards and procedures applicable to the provision of emergency medical services; (iii) Assisting in the establishment, maintenance, review and implementation of quality assurance and utilization review programs with respect to the operation of the Department; (iv) Providing recommendations as to improvements, including recommendations relating to equipment maintenance, repair and replacement; (v) Providing recommendations regarding staffing schedules and personnel policies for the Department; and (vi) Providing training opportunities for Department staff. BCC shall cause the Medical Director to cooperate with and assist the Department with identifying and documenting the Medical Director's efforts in connection with the Medical Director's duties,. including the devotion of time to the Medical Director's efforts. 2. Term. This Agreement shall have a term of one (1) year commencing January 1, 2005 (the "Term"). Unless either party provides the other party with ninety (90) days notice prior to the end of the then current Term, the Agreement shall automatically renew for successive one (1) year periods. 3. Termination. This Agreement may be terminated: (i) immediately by either BCC or Oshkosh for cause (as defined below); (ii) by BCC in the event it no longer employs physicians specializing in emergency medicine; (iii) upon the mutual agreement of BCC and Oshkosh; or (iv) by either party with one-hundred and twenty (120) days notice to the other party. 2 In the event that this Agreement is terminated pursuant to Subsection (i), (iii) or (iv) of this Section 4 during the initial Term, the Parties shall not renegotiate this Agreement or enter into any other financial arrangement until the expiration of the initial Term. With respect to the termination of this Agreement for cause, the term "cause" shall mean: (i) a material breach by of this Agreement by Oshkosh, the Department, BCC, or the Medical Director which shall not have been cured by the breaching party within ten (10) days of receipt of notice from the non- breaching party of the breach; (ii) conviction of a crime by BCC, the Medical Director or the Department; (iii) exclusion or suspension ofBCC, the Medical Director or the Department from the Medicare or Medicaid Programs; or (iv) the inability ofthe Parties to satisfactorily renegotiate any terms of this Agreement required to be amended by a change in the applicable laws or regulations pursuant to the requirements of Section 16 hereof. 4. Status of Parties. The Parties acknowledge that they are independent parties, acting as independent contractors. BCC shall not be responsible for, nor be held liable for, any of the acts or omissions of the Department or Oshkosh in performing their duties hereunder. Nothing in this Agreement shall be deemed to constitute either party as the agent of the other, nor shall either party have the right to bind the other party or make any promises or representations on behalf of the other. 5. Headin2:s: Exhibits: Recitals. The section headings ofthis Agreement are for reference purposes only and are to be given no effect in the construction or interpretation of this Agreement. All Exhibits attached to this Agreement shall be deemed part of this Agreement and incorporated herein, where applicable, as if fully set forth therein. The recitals set forth above are incorporated herein by this reference as reflecting the intent of the Parties. 6. Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally or when deposited in the U.S. mail, postage prepaid, sent registered or certified mail, return receipt requested, to the parties at the following addresses (or to such other address as a party may have specified by notice duly given to the other party in accordance with this provision): If to BCC: BayCare Clinic, LLP. 164 N. Broadway Green Bay, WI 54303 Attention: Paul Summerside, M.D. With a copy to: McGuire Woods LLP c/o Scott Becker 77 W. Wacker Drive, Suite 4100 Chicago, IL 60601 If to Oshkosh: City of Oshkosh Fire Department c/o James Austed 101 Court Street Oshkosh, WI 54901 3 7. Waiver. Any party may waive compliance by another party with anyofthe provisions of this Agreement. No waiver of any provision shall be construed as a waiver of any other provision. Any waiver must be in writing. 8. Bindin2: Effect: Assi2:nment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. 9. Entire A2:reement. This Agreement contains, and is intended as, a complete statement of all ofthe terms of the agreement between the parties with respect to the matters provided for herein, supersedes any previous agreements and understandings (whether written or oral) between the parties with respect to those matters and cannot be amended or changed except by a written instrument duly executed by or on behalf of all of the parties hereto. 10. No Referrals. No payment hereunder is intended to serve as payment for the referral of patients to or from the Department or the generation of business for the Department. The Department shall not in any manner be influenced or required to refer any patients to BCC for treatment or to otherwise generate business for BCC. 11. Severability. If any part or provision of this Agreement shall be declared invalid or unenforceable by a court of competent jurisdiction, said provision or part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts or provisions ofthis Agreement or such other agreement, document or writing. 12. Governin2: Law. This Agreement shall be governed by and construed in accordance with the laws ofthe State of Wisconsin applicable to agreements made and to be performed in Wisconsin without giving effect to conflicts of law principles. 13. Counterparts. This Agreement may be signed in any number of counterparts and all such counterparts shall be read together and construed as but one and the same document. 14. Le2:al Impact~ Limited Rene2:otiation. This Agreement shall be construed to be in accordance with any and all federal and state statutes, including Medicare, Medicaid and all federal and state rules, regulations, principles and interpretations. In the event there is a change in Medicare, Medicaid or other federal or state statutes, rules, regulations, principles or interpretations that renders any of the material terms of this Agreement unlawful or unenforceable, including any publishing of any proposed regulations under either Stark II or the Fraud and Abuse Statute which would lead one to believe that this Agreement does not comport with either statute, either party shall have the immediate right to initiate the renegotiation of the affected term or terms ofthis Agreement, upon notice to the other party, to remedy such condition. Should the parties be unable to renegotiate the term or terms so affected so as to bring it/them into compliance with the statute, rule, regulation, principle or interpretation that rendered it/them unlawful or unenforceable within thirty (30) days of the date on which notice of a desired renegotiation is given, then either party shall be entitled, after the expiration of said initial thirty- day period, to terminate this Agreement upon sixty (60) days' written notice to the other party. 4 IN WITNESS WHEREOF, BCC and Oshkosh have executed this Agreement on the day and year first above written. BAYCARE CLINIC, L.L.P. By: Its: CITY OF OSHKOSH By: Its: 5 Michelle Peters, M.D. \\HEA\lO6221.2 EXHIBIT A DESIGNATED MEDICAL DIRECTOR 6