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HomeMy WebLinkAbout2108 Ambulance Contract with AMRBILL NO.2025-070 ORDINANCE NO. AN ORDINANCE APPROVING AN EMERGENCY MEDICAL SERVICES AGREEMENT WITH MEDEVAC MEDICAL RESPONSE, INC. DB/A AMERICAN MEDICAL RESPONSE BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: SECTION 1 — AGREEMENT APPROVED. That the Riverside Board of Aldermen hereby approves the Emergency Medical Services Agreement between the City of Riverside, Missouri, and Medevac Medical Response, Inc. d/b/a American Medical Response, in substantially the form attached hereto, and the Mayor is authorized to execute the Agreement. SECTION 2 — AUTHORITY GRANTED. The Mayor, the City Administrator and other appropriate City officials are hereby authorized to take any and all actions as may be deemed necessary or convenient to carry out and comply with the intent of this Ordinance and to execute and deliver for and on behalf of the City all certificates, instruments, agreements, and other documents, as may be necessary or convenient to perform all matters herein authorized. SECTION 3 — EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after its passage and approval. BE IT REMEMBERED that the above was read two times by heading only, PASSED AND APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of Riverside this 2nd day of September 2025. s Mayor Kathleen L. Rose ATTEST arah Wagner, Deputya ity Clerk A?AR0 THIS EMERGENCY MEDICAL SEVICES AGREEMENT is made and entered into no later than November 01, 2025, between Medevac Medical Response, Inc. DBA American Medical Response ("AMR"), and The City of Riverside, MO ("Agency"). This Agreement supersedes any previous agreement between AMR and the Agency and serves as the sole contractual agreement between the two parties for term of services. WHEREAS, the Agency is a political subdivision of the State with authority over the delivery of pre -hospital emergency medical services ("EMS") within its jurisdiction; WHEREAS, AMR is a licensed provider of high -quality EMS with the capability to provide EMS within the Agency's jurisdiction; WHEREAS, in order to assure that residents and visitors within the Agency's jurisdiction receive appropriate EMS when required as a result of injury or illness, the Agency desires to grant AMR the right to provide the specific EMS described herein, and AMR desires to provide such EMS, subject to the terms and conditions specified herein. NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Operating Area. The Agency hereby grants AMR the right to provide emergency medical services (the "Services") within the City of Riverside (the "Service Area"). The Agency shall require all public safety answering points and communications facilities authorized to receive emergency medical calls and/or to dispatch emergency ambulances within the Service Area ("Communications Centers") to direct such calls to AMR in accordance with the dispatch protocols agreed upon by AMR and the Agency ("Dispatch Protocols"). Agency shall require that all such emergency calls, including those received on ten/seven-digit numbers, be routed to AMR as provided in the Dispatch Protocols. Notwithstanding the foregoing, AMR may enter into subcontracts and mutual aid agreements with licensed ambulance providers, as deemed necessary by AMR to insure adequate coverage throughout the Service Area. AMR will accept all calls without regard to gender, race, religion, age, nationality or ability to pay. 2. Facilities, Equipment and Operations. AMR will deploy out of the City of Riverside. AMR will staff the following units for deployment within the Agency: One 24-hour Advanced Life Support Unit with non - dedicated backup capabilities. AMR will upgrade and replace ambulances on or before 10- years or 150,000 miles (whichever comes first), defibrillators and other assets on a reasonable basis, at its expense, as it deems necessary. AMR will be responsible for all capital and equipment purchases with such purchases to be made in its reasonable discretion. To the extent allowed by law and contract AMR will extend its shared purchasing power to the Agency. Whenever it is necessary to transport equipment that belongs to first responders along with the patient in an AMR ambulance, AMR will replace the equipment that is damaged during use by AMR. Such equipment will include, but not be limited to, manual compression devices and backboards. 3. Personnel. AMR reserves the right to adjust personnel and staffing levels to the extent it deems necessary to provide the services described herein. AMR will be responsible for all management and personnel issues related to EMS employees hired by AMR. EMS personnel shall at all times be employees of AMR and shall be subject to AMR personnel policies and guidelines, including AMR's Standard Operating Procedures for the Service Area. 4. Obligations of the Agency. The Agency agrees to retain AMR as the sole ambulance provider of all 911 ambulance transportation services during the term. The Agency agrees to adopt or amend any necessary ordinances or regulations to affect this Agreement. The Agency PSAP will work with AMR to develop and implement standard operating guidelines which outline policies and procedures for dispatch and communication of all 911 calls with AMR units and AMR staff. The Agency shall, no later than February 1, 2026, provide crew quarters with parking as an in -kind Agency contribution. 5. Standards. The Services shall be provided in accordance with prevailing industry standards of quality and care applicable to medical transportation services. AMR agrees to provide the Agency with monthly reports to include, but not limited to, call volume, response times and transport destinations. 6. Emergency Medical Services Schedule of Charges and Billing. AMR will be responsible for billing and collections for all Services provided by AMR. Billing and settlement of claims will be at the sole discretion of AMR. Notwithstanding the foregoing, AMR will use reasonable efforts to establish payment plans for individuals with limited means and will consider "charity care" on a case -by -case basis for individuals who do not have the means to pay for the Services, all consistent with current practices and policies of AMR. AMR will provide the UCR schedule for emergency medical services to the City of Riverside annually. Page 1 of 4 7. Agency Contribution. During the Tenn, the Agency will make an annual payment to AMR (the "Agency Contribution") for the purpose of offsetting the expenses of providing the Services described herein. The Agency Contribution shall be payable to AMR in equal monthly installments beginning on the commencement of services (no later than November 1, 2025) and being due on the first of each month thereafter. The Agency contribution will be prorated for any partial month. The annual Agency Contribution shall be $495,000. The Agency Contribution shall increase 3.25% on each anniversary date of this Agreement. 8. Insurance. AMR shall, at its sole cost and expense, maintain in full force and effect throughout the term of this Agreement the following insurance coverage, with companies authorized to do business in the State of Missouri: Automobile Liability: Not less than $1,000,000 for any one person in a single accident or occurrence, and not less than $4,000,000 for all claims arising out of a single accident or occurrence, combined single limit, covering all owned, non - owned, and hired vehicles used in the performance of this Agreement. Commercial General Liability: Not less than $1,000,000 for any one person in a single accident or occurrence, and not less than $4,000,000 for all claims arising out of a single accident or occurrence, covering bodily injury, personal injury, and property damage. Professional Liability (Medical Malpractice): Not less than $1,000,000 per claim and $3,000,000 aggregate. Workers' Compensation: In statutory amounts and Employer's Liability not less than $1,000,000 each accident, $1,000,000 disease policy limit, and $1,000,000 disease — each employee. Certificates of insurance evidencing the above coverage shall be provided to the City prior to commencement of services and upon each renewal. The City shall be named as an additional insured on the Commercial General Liability and Automobile Liability policies. Coverage shall not be canceled or materially altered without thirty (30) days' prior written notice to the City. Nothing in this section shall be construed as a waiver by the City of any defenses, immunities, and limitations of liability available to it under the Missouri Constitution, the Missouri Revised Statutes, including §§ 537.600 to 537.610, RSMo, or any other applicable law. The insurance coverage provided to the City as an additional insured under AMR's coverage does not apply to any claim barred by the doctrines of sovereign immunity, official immunity, or qualified immunity, although a defense for the underlying claims would be provided. The City's participation in this Agreement and the maintenance of insurance by the City shall not be interpreted as a waiver of sovereign immunity, official immunity, or the Missouri public duty doctrine, nor as an assumption of any obligation or liability beyond that imposed by law. Any coverage available to city as a named insured shall be secondary, so that the coverage to the city as an additional insured on the policies maintained by AMR and subcontractors, if any exist, is primary. AMR shall furnish the City with certificates of insurance evidencing the required coverage, conditions, and limits required by this Lease, have the City named as an additional insured and provide the appropriate additional insured endorsements. 9. Term. The initial term of this Agreement shall be for five (5) years beginning no later than November 1, 2025, through October 31, 2030. The parties may renew this Agreement with written consent. The initial term and all renewal periods shall be cumulatively referred to as the "Term". The obligations of the City under this Agreement are contingent upon the annual appropriation of funds sufficient to discharge such obligations. 10. Termination. Each party may terminate this Agreement: (a) at any time without cause and at its sole discretion upon one -hundred -twenty (120) days written notice to the other party; or (b) upon the material breach of this Agreement by the other party if such breach is not cured within fifteen (15) days of written notice thereof to the other party. 11. Referrals. It is not the intent of either party that any remuneration, benefit or privilege provided for under this Agreement shall influence or in any way be based on the referral or recommended referral by either party of patients to the other party or its affiliated providers, if any, or the purchasing, leasing or ordering of any services other than the specific services described in this Agreement. Any payments specified herein are consistent with what the parties reasonably believe to be a fair market value for the services provided. 12. Relationship. In the performance of this Agreement, each party hereto shall be, as to the other, an independent contractor and neither party shall have the right or authority, express or implied, to bind or otherwise legally obligate the other. Nothing contained in this Agreement shall be construed to constitute either party assuming or undertaking control or direction of the operations, activities or medical care rendered by the other. AMR and Agency Page 2 of 4 administrative staff shall meet on a regular basis to address issues of mutual concern related to the provision of Services and the parties' respective rights and obligations hereunder. 13. Laws and Regulatory. The parties: (a) will comply in all material respects with all applicable federal, state and local laws and regulations including, the federal Anti -kickback statute; (b) represent and warrant that it is not the intent of either party that any remuneration, benefit or privilege provided for under this Agreement shall influence or in any way be based on the referral or recommended referral by either party of patients to the other party or its affiliated providers, if any, or the purchasing, leasing or ordering of any services other than the specific services described in this Agreement and any remuneration set forth in this Agreement is fair market value and negotiated at arm - length; (c) will comply with the provisions under the Health Insurance Portability and Accountability Act of 1996 and its regulations; (d) acknowledge that if it is a cost reporting entity that it has been informed of, and will fully and accurately account for, and report on its applicable cost report, the total value of any discount, rebate or other compensation paid pursuant to this Agreement in a way that complies with all applicable federal, state and local laws and regulations that establish a "Safe Harbor" for discounts; (e) represent and warrant that neither it nor any practitioner who orders or provides services on its behalf has been convicted of any conduct that constitutes grounds for mandatory exclusion under any federal or state law and each party further represents and warrants that it is not ineligible to participate in federal or state health care programs or in any other federal or state government payment program; (f) will make available to the other a copy of its code of conduct, anti -kickback policies and other compliance policies, as may be changed from time -to -time; (g) represents and warrants that neither it nor any of its officers or directors have been convicted of a crime against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) contract or subcontract; violation of federal or state antitrust statutes relating to the submission of offers; commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, or receiving stolen property; (h) represent and warrant that it and its personnel are and, shall at all times during the term of this Agreement be, properly credentialed, licensed, certified and in good standing in accordance with all applicable federal, state, and local laws and regulations; and (i) will notify the other party immediately but no less than five (5) days of any actual knowledge contrary to the requirements set forth in this section. 14. Miscellaneous. This Agreement: (a) constitutes the entire agreement between the parties with respect to the subject matter, superseding all prior oral or written agreements with respect to the subject matter, (b) may be amended only by written instrument executed by both parties; (c) may not be assigned by either party without the written consent of the other party (except to affiliates, parents or subsidiaries), such consent not to be unreasonably withheld; (d) shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns; (e) shall be interpreted and enforced in accordance with the laws of the state where the services are rendered, without regard to the conflict of laws provisions thereof, and the federal laws of the United States applicable therein; (f) this Agreement may be executed in several counterparts (including by DocuSign or other electronic means), each of which shall constitute an original and all of which, when taken together, shall constitute one agreement; (g) this Agreement shall not be effective until executed by both Parties; (h) if any term or provision of this Agreement is declared to be illegal, invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, the illegality, invalidity or unenforceability shall not affect the validity of the remainder of this Agreement, and to the extent permitted by applicable law, any such term or provision shall be restricted in applicability or reformed to the minimum extent for such to be enforceable; and (i) except as otherwise provided herein, no waiver of any of the provisions of this Agreement shall be valid or effective unless in writing and signed by the Parties hereto; and no waiver of any breach or condition of this Agreement shall be deemed to be a continuing waiver or a waiver of any other breach or condition. The Parties represent and warrant that they have not relied upon any prior or contemporaneous writings, negotiations, proposals, agreements, communications, discussions or representations. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING BETWEEN THE PARTIES AND ARISING UNDER THIS AGREEMENT. 16. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when delivered personally; (b) by overnight courier then upon delivery thereof as confirmed by such service; (c) by email transmission; or (d) if mailed within the United States, 3 days after deposit in the United States mails, postage prepaid, certified mail return receipt requested. Notice shall be sent to the following addresses: If to Agency: Kathy Rose, Mayor The City of Riverside 2950 NW Vivion Rd Riverside, MO 64150 Page 3 of 4 If to AMR: Jason Jenkins Medevac Medical Response. Inc. DBA American Medical Response 2730 South Jackson Circle Independence, MO 64057 With Mandatory Copy to: Global Medical Response 4400 TX Hwy 121, Suite 700 Lewisville, TX 75056 Attention: Law Department By signing below, each Party acknowledges that they have carefully read and fully understand this Agreement. Each Party each fully agrees to be bound by the terms of this Agreement. Medevac Medical Response Inc. DBA American Medical Response LO Glenn Kasprzyk The City of Riverside, MO By: Eccl-� Mayor Kathy o e Page 4 of 4