This Agreement, is entered into this 29th day of September, 2011, by and between Cedar County
Ambulance District (hereinafter referred to as ìDISTRICTî) and Citizens Memorial Hospital District (hereinafter
referred to as ìCMHî).
1. SERVICE.
a. CMH agrees to provide and furnish ambulance service in the DISTRICTíS service area asprovided herein. CMH agrees to operate in compliance with all applicable federal, state and local laws and regulations relating to the operation of the ambulance service. This service will be provided under the DISTRICTíS present ambulance license which the DISTRICT will keep in effect throughout the term of this agreement.
2. TERM.
a. The term of the Agreement shall be effective for the term of one (1) year beginning January 1,
2012 with an annual review and adjustments for five (5) consecutive one-year terms. This Agreement may be
terminated by either party for any reason after the expiration of the first full year of the term hereof by giving one
hundred and eighty (180) days prior notice to the other party of its intention to withdraw from the Agreement.
3. COMPENSATION.
a. In return for CMH providing the services provided herein for the first year of the Agreement,
DISTRICT shall pay CMH the sum of Two Hundred Twenty-Five Thousand Dollars ($225,000). Payment will be
made by DISTRICT in quarterly payments of Fifty Six Thousand Two Hundred Fifty Dollars ($56,250) due and
payable by the 15th of each month in January 2012, April 2012, July 2012 and October 2012. For subsequent
years the base compensation ($225,000) shall increase annually by 3% for years two (2) through six (6).
b. CMH will remit the net funds received from the new Missouri Medicaid Federal Reimbursement
Allowance (FRA) program for ambulance service to the DISTRICT on a quarterly basis. Such net funds received
will be based upon the following components:
i. A tax of approximately 4.4% of the total net ambulance revenue will be collected from
each ambulance service based upon total revenue.
ii. The State will pay enhanced payments for Medicaid claims, primarily through a
significant increase in the current Medicaid mileage fee and through an increase in the Medicaid fee for
ALS 2 transports.
iii. The net gain or loss for each ambulance service from i. and ii., above, will be evaluated
by the Missouri EMS Agent Corporation (MoEMSAC). Those services that gain financially through these
services will share some of that financial gain with those who lose through this program. MoEMSAC will
receive each ambulance serviceís payments from the State, net of the ambulance provider tax, and will
adjust as needed for the redistribution described in this Section.
c. If, in the future, the DISTRICT desires and CMH agrees to increase coverage and/or implement
a formal on-call process, additional compensation will be required for this additional service.
4. PERSONNEL and STAFFING.
a. CMH will staff the Stockton and El Dorado base stations with a full-time ambulance crews. Each
crew shall consist of one paramedic and one EMT, 24 hours per day, seven days a week. CMH shall use its best
effort to place additional staff to cover scheduled and unscheduled time off.
b. All staff are certified for advanced cardiac life support (ACLS), pediatric advanced life support
(PALS), and international trauma life support (ITLS) or equivalent.
c. CMH will operate one (1) ALS ambulance at each of the two facilities of the DISTRICT;
personnel are dedicated to EMS response and will not be assigned to other medical duties such as staffing in
clinics or emergency departments.
d. EMS standbys for community and sporting events are handled on either a dedicated or non-
dedicated manner based on the requesting agency and the availability of ambulances and crews in CMHís
reasonable judgment. When a dedicated ambulance standby is provided, additional personnel will be recalled to
maintain response capabilities in both communities. CMH provides this coverage as part of this Agreement, at
no additional charge. However, CMH reserves the right to charge third parties for services to for-profit events
e. CMH will require all staff to adhere to the CMH Code of Conduct. CMH will advise its employees
and agents not to involve themselves in DISTRICT politics other than by exercising their right to vote.
f. CMH will provide all personnel, benefits and other expenses related to employment including
workers compensation, continuing education, malpractice and human resources.
g. Transition of Existing Employees ñ CMH welcomes the opportunity to discuss employment
arrangements with those current St. Johnís employees that would like to remain with the Cedar County Service.
CMH will give credit to those employees for their years spent working in Cedar County for the purposes of paid
time-off accrual and satisfaction of any waiting periods for health insurance, disability insurance and similar
programs. CMH also offers a profit sharing plan to their employees CMH does not give transitioned employees
prior credit for service in Cedar County when entering this plan.
h. DISTRICT and CMH agree not to disparage and will advise its officers, agent and employees not
to disparage the otherís business, services, officers, employees or agents. Any press release, advertisement or
public announcement shall be approved by the other party if the other partyís name or service is referenced
herein.
5. BACK-UP COVERGE ñ AMBULANCE and STAFFING
a. CMH currently owns six (6) ambulances and under most circumstances would have an
ambulance reasonably available to cover when needed.
b. When both primary ambulances will be out of Cedar County for an extended period of time or
when multiple long distance transfer requests are pending, off-duty personnel will be recalled as available. If no
local personnel are available CMH will use its best efforts to cover DISTRICT using staff from Polk or Hickory
County to fill in.
c. Ambulance staff are reasonably available to fill in for crews with unexpected absences due to
illness or other reasons. CMH will ensure two crews are available at all times to cover ambulance operations in
Cedar County.
d. CMH will quickly move back-up ambulances into Cedar County for additional staffing or for
mechanical issues with the DISTRICTíS ambulances.
6. OPERATIONAL EXPENSES and SUPPLIES.
a. CMH will simplify the management process by committing to purchase routine supplies and
minor equipment costing less than $1,500 for operation of the ambulance service.
b. CMH will provide minor repairs and maintenance costing less than $1,500 to the ambulance
buildings.
c. CMH will offer the services of their Fleet Services department for routine preventative
maintenance and minor repairs costing less than $1,500 for the ambulances.
d. Ambulance tires are included as a routine maintenance item of vehicles even though cost might
exceed the $1,500 limit.
e. CMH will cover all routine biomedical checks and preventative maintenance costing less than
$500.
f. The DISTRICT will continue to:
i. purchase vehicles and equipment costing more than $1,500;
ii. cover the building expenses for the bases (major repairs/capital improvements, building
insurance and utilities);
iii. Provide fuel for the ambulances.
7. MEDICAL DIRECTOR.
a. CMH currently employs Roger Merk, MD as the medical Director for the Emergency and
Ambulance Services. CMH agrees to keep a Medical Director on staff for the term of this Agreement.
8. INSURANCE/INDEMNITY.
a. CMH will add the Cedar County ambulance service and DISTRICT to its existing insurance
policies covering professional and general liabilities with minimum limits of $1,000,000 per occurrence/
$3,000,000 in aggregate. CMH will also maintain polices of insurance for: (i) premises liability for DISTRICTíS
base stations; and (ii) full coverage (liability, collision and comprehensive) for DISTRICTíS ambulances.
b. DISTRICT will maintain policies of insurance covering the repair and replacement for
DISTRICTíS base stations in the event of casualty.
c. Without waiving the sovereign immunity of either party to claims of third parties, each party
agrees to indemnify and hold the other harmless for all claims and damages made or caused due to the acts or
actions of the other party and its Board, officers, agents and employees. This indemnity shall include claims of
patients and breach of confidentiality, including unauthorized HIPAA disclosures.
9. BILLING.
a. CMH will bill patients and third party payors for ambulance services provided herein and be
entitled to retain all amounts collected.
b. DISTRICT agrees not to bill or to permit others to bill for ambulance services during the term of
this Agreement. Any amounts received from patients or third party payors for ambulance services will be
remitted to CMH.
10. RECORD KEEPING/REPORTING.
a. CMH will maintain all patient records for ambulance services provided. CMH uses HealthEMS
software as the electronic health records.
b. CMH will provide monthly reports by the end of the following month to the DISTRICT Board
summarizing:
i. ambulance services for the previous month and year-to-date
ii. recap of gross revenue
iii. estimated net revenue and
iv. operating expenses.
c. CMH will provide an annual operating budget to the DISTRICT Board approximately 4 months
prior to the start of each calendar year.
11. MUTUAL AID AGREEMENTS.
a. CMH has provided mutual aid to Cedar County for many years and will continue to do so.
b. CMH will also continue to work with other area ambulance services as needed.
c. CMH has strong relationships with all area services and will ensure coverage is available to
Cedar County whenever the primary ambulances are unavailable.
12. DISPATCH SERVICE.
a. CMH will use its best efforts to contract with Cedar County for dispatching services upon terms
reasonably acceptable to CMH and will provide payment to the Sheriffís Department for those services.
b. CMH will train the dispatchers as agreed upon above.
13. COMPLAINTS and GRIEVANCES.
a. The DISTRICT agrees to direct any complaints or grievances or persons with complaints or
grievances to CMH Director of Pre-Hospital Services for resolution. CMH agree to provide a summary of any
and all service and billing grievances on a monthly basis in a format that is mutually agreeable. At a minimum
this summary shall include an identifying number, the nature of the issue, the time frame from receipt to
resolution and the action taken. Upon request, CMH will provide the DISTRICT with complete copies of any
service or billing inquiry.
14. COMPETITION.
a. During the term of the contract the DISTRICT agrees it will not enter into any agreement, or
cause any competition for CMH Emergency Medical Services, with any other person, persons, or organizations.
Further, the DISTRICT agrees not to compete with CMH Emergency Medical Services while this Agreement is in
effect.
b. The foregoing notwithstanding, the DISTRICT shall not be prevented from negotiating at any
time with a contract provider other than CMH for contract services effective following the expiration or
cancellation of this Agreement.
c. In addition, this section shall not be construed so as to prevent the planning and implementation
by the DISTRICT of its own service which would become effective after the expiration or cancellation of this
Agreement.
15. AMBULANCES, SUPPLIES and EQUIPMENT.
a. AMBULANCES, REPAIRS and EQUIPMENT.
i. The DISTRICT agrees to supply CMH with four (4) ambulances meeting all state and
federal standards.
ii. The DISTRICT agrees to allow CMH to place its logo on the right and left sides of the
patient compartment of the ambulances, at CMH expense.
iii. CMH shall maintain records of the maintenance and schedule such maintenance at
CMHís Fleet Services or local locations approved by the DISTRICT.
b. EQUIPMENT REPAIR and REPLACEMENT.
i. The DISTRICT shall not unreasonably refuse to replace worn out or damaged
equipment.
ii. Any additional equipment purchased and supplied by CMH shall remain the property of
CMH.
iii. Repairs, replacement or maintenance of additional equipment supplied by CMH shall be
at the expense of CMH.
iv. The DISTRICT agrees to purchase equipment additional to state requirements to
maintain standardization with CMH medical protocols if DISTRICT funds are available.
v. The requests for these purchases must come from the Director of CMH Director of Pre-
Hospital Services to the DISTRICT for Board approval before purchasing.
vi. The foregoing notwithstanding, CMH agrees to be responsible for loss or damage of any
DISTRICT equipment due to the intentional or negligent acts of CMH employees or agent.
c. SUPPLIES.
i. Consumables in the ambulances shall be supplied by CMH. CMH will also maintain a
stock of consumable supplies for replenishing medical supplies as used. These supplies will be the
property of CMH and will be charged to patients as they are used.
d. FACILITIES.
i. CMH agrees to maintain any spaces provided by the DISTRICT in a clean and
professional manner.
e. LICENSE PLATES and TITLE.
i. License plates used on the ambulances shall be issued in the name of the DISTRICT
and the DISTRICT shall bear the cost of the license plates.
ii. Notwithstanding the issuance of certificates of title or any other documents required by
law to enable CMHís operating rights, the title to the ambulances is retained by the DISTRICT.
iii. CMH covenants that it will not assign, pledge, create a security interest in, or encumber
the ambulances in any manner whatsoever, nor permit any liens to become effective thereon.
f. AMBULANCE SERVICE LICENSE.
i. The DISTRICT shall hold and maintain the ambulance service license as may be
required by law.
ii. The DISTRICT will execute or join in such documents as may be required or necessary
by law to enable CMH to operate the ambulance service.
g. OPERATION OF AMBULANCES.
i. In the operation of the ambulances, CMH shall comply with all laws, regulations, rules
and order of lawfully constituted authorities.
ii. All taxes, fees, and similar charges imposed on the ownership, possession, use or
operation of the ambulances during the entire term of this Agreement shall be paid by the DISTRICT
irrespective of whether or not such taxes, fees and similar charges may be imposed by any Federal,
State or municipal authority either upon CMH or upon the DISTRICT.
iii. This subparagraph shall not be construed so as to impose liability on the DISTRICT for
matters relating to Medicare billing penalties or such other indirect expense relating to the operation of
the ambulance service under the direct control of CMH.
16. NOTICE.
a. Any notice provided to either party may be given by sending such notice by certified mail, and a
notice so sent shall be deemed to have been received on the third business day subsequent to the day of the
mailing.
b. ADDRESSES:
i. It shall be sufficient if notice to the DISTRICT is sent to Cedar County Ambulance
District, P.O. Box 669, Stockton, MO 65785.
ii. It shall be sufficient if notice to CMH is sent to Donald J. Babb, Citizens Memorial
Healthcare, 1500 North Oakland, Bolivar, MO 65613-3099.
17. ASSIGNMENT.
a. Neither party to this Agreement shall assign nor sublet any portion of its obligations and
responsibilities provided for herein, without first obtaining the written consent of the other party.
18. MODIFICATION.
a. The Agreement may be modified by written Agreement between the parties hereunto, which
shall be attached to and made part of this Agreement.
19. BINDING.
a. This Agreement shall be binding upon the parties hereto, their successors and assigns.
IN WITNESS WHEREOF, duly authorized representatives of the parties have executed the Agreement as of the
date indicated.
