EMS Training Center - Workforce Rural Health Transformation Program Application |
Workforce Development - Training Program Memorandum of Agreement
This Memorandum of Agreement outlines the terms and conditions of accepting this funding offer. Please read the terms and conditions carefully. Your organization can expect to receive funding after receipt of this signed agreement.
This Memorandum of Agreement (“Agreement”) in entered into by and between Missouri EMS Association (Administrator) and __________________________________ Contractor”).
WHEREAS, Administrator desires the services of a qualified contractor to provide services more specifically described herein; and
WHEREAS, Contractor represents to Administrator that Contractor is qualified to provide such services and is willing to do so under the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of their mutual duties and responsibilities herein, the parties agree as follows:
1. Scope of Services and Timing of Performance. Administrator hereby retains Contractor and Contractor hereby agrees to perform duties and responsibilities set forth on Attachment A, attached hereto, and incorporated herein by reference, including all the materials and documents of any kind produced in whatever format as part and result of the services set forth on Attachment A (hereinafter the “Services”). Unless the timing of the performance of the Services is specified on Attachment A, Contractor will cooperate with Administrator regarding the timing of the performance of the Services. Contractor shall maintain records for the performance of Services under this Agreement, which shall be made available to Administrator at such times as Administrator may request.
2. Term. The Services shall begin on ____________________ and shall be completed by July 31, 2027 (the “Term”). Funds for future years are contingent upon allocation of funds from the Missouri Department of Health and Senior Services to the Administrator and the Contractor’s progress toward meeting reporting requirements. Should additional funds be identified, this contract will be amended to extend the dates of service and payment terms accordingly.
3. Compensation for Services and Reporting. As compensation for performance of Contractor’s Services, Administrator will pay Contractor a sum not to exceed ____________________ (inclusive of services and expenses) upon signing of this agreement, committing to completion of activities and services as stated in Attachment A. Check the appropriate box(es) below to indicate which course(s) will be administered using Rural Health Transformation Program scholarship funding.
4. Performance Warranty. Contractor warrants that Contractor has the background, experience, expertise, and qualifications to undertake and to carry out the Services.
Contractor warrants and represents that during the term of the Agreement, the Services provided hereunder will be performed in a professional manner consistent with generally accepted industry standards reasonably applicable to the provision of the Services.
5. Insurance. Contractor shall maintain occurrence-based insurance including comprehensive general liability, automotive liability, and if applicable, worker’s compensation and employers’ liability. Such insurance shall be provided by insurance companies authorized to do business in the State of Missouri. Certificates of insurance demonstrating Contractor’s insurance coverage shall be furnished to Administrator upon request.
6. Remedies for Unsatisfactory Services. In the event Contractor fails to provide the Services consistent with the warranties and representations set forth above, Administrator at its option, may: (a) require Contractor to re-perform the unsatisfactory Services at no cost to Administrator; (b) refuse to pay Contractor for services, unless and until services are corrected and performed satisfactorily; (c) require Contractor to reimburse Administrator for all amounts paid for such unsatisfactory services; and/or (d) proceed with, and assert, any and all remedies available at law. The foregoing options and remedies available to Administrator shall be deemed to be mutual and severable and not exclusive.
7. Termination. Administrator may terminate this Agreement at any time with cause, including loss of state or federal appropriated funding, giving 30 days’ prior written notice to the Contractor of its intention to terminate as of the date specified in the notice. Contractor shall be paid for Services satisfactorily performed up to the time notice of termination is received. Contractor shall also be paid for all Services satisfactorily performed between the time notice is received and the date of termination; as long as all such performed Services are approved by Administrator in a separate writing and in advance of their performance.
In the event of a breach of this Agreement by either Contractor or Administrator, the non-breaching party shall give the breaching party written notice specifying the default, and the breaching party shall have 20 days within which to cure the default. If the default is not cured within that time, the non-breaching party shall have the right to then terminate this Agreement by providing written notice of such termination.
The foregoing options and remedies available to Administrator shall not be deemed exclusive of any other remedy available to Administrator herein or at law or equity.
8. Indemnity. Contractor agrees to indemnify and hold harmless Administrator and Administrator’s directors, officers, employees, servants, agents successors and assigns from and against any and all liabilities, losses, damages, costs and expenses of any kind (including, without limitation, reasonable legal fees and expenses in connection with any investigative, administrative or judicial proceeding, whether or not designated a party thereto) which may be suffered by, incurred by or threatened against Administrator or any directors, officers, employees, servants or agents or successors or assigns of Administrator on account of or resulting from injury, or claim of injury, to person or property arising from Contractor’s actions or omissions relating to this Agreement, or arising out of Contractor’s breach or failure to perform any term, covenant, condition or agreement herein provided to be performed by Contractor.
Contractor shall indemnify and hold harmless Administrator and Administrator’s directors, officers, employees, servants, agents, successors and assigns from and against any and all loss, damage, liability, and expenses (including reasonable attorneys’ fees and court costs) arising from any claim brought against any such indemnified party alleging that the Services infringe upon any valid patent, copyright, trademark, trade secret, or other proprietary right of such third party.
9. Independent Contractor. It is expressly acknowledged by the parties that Contractor is an independent contractor. Nothing in this Agreement is intended, nor shall be construed to create an employer-employee relationship, a joint venture relationship, or to allow Administrator to exercise control over the manner or method by which Contractor performs the Services; provided always that the Services to be provided by Contractor shall be rendered in a manner consistent with state and federal laws and regulations.
Administrator will not withhold from payments to be made to Contractor any sum for state or federal income tax, unemployment insurance, Social Security or any other withholding taxes or obligations pursuant to any laws or requirements of any governmental body.
In the event any taxing or withholding agency should question or challenge the independent contractor status of Contractor, the parties hereto mutually agree that both Administrator and Contractor shall have the right to participate in any discussions or negotiations occurring with the taxing or withholding agency notwithstanding by whom said discussions or negotiations are initiated. Contractor shall indemnify and hold Administrator harmless from and against any losses, liabilities, taxes, penalties, recoupments, expenses (including reasonable attorneys’ fees), and fines that may arise or result from the non-payment of withholdings and benefits.
10. Contractor Representations. Contractor acknowledges and represents that (i) Contractor is legally authorized to transact business in the State of Missouri and to provide the Services required hereunder, (ii) the entering into this Agreement has been duly approved by the Contractor, (iii) the undersigned is duly authorized to execute this Agreement on behalf of Contractor and to bind Contractor to the terms hereof, and (iv) Contractor will comply with all State, federal and local statutes, regulations and ordinances, including civil rights and employment laws, and agrees not to discriminate against any employee or applicant for employment or in the provision of Services on the basis of race, color, national origin, sex, sexual orientation, age, religion, veteran status, disability, parental status or marital status.
11. No Assignment. This Agreement may not be assigned by either party to any person, corporation, partnership, or other entity without express written approval of the other party.
12. Severability. If any term, provision, covenant, condition, or portion of this Agreement is held invalid or unenforceable for any reason, the remaining terms, provisions, covenants, conditions, or portions of this Agreement shall remain in effect. The parties further agree that in the event such invalid or unenforceable portion is an essential part of this Agreement, the parties will immediately negotiate a replacement.
13. Paragraph Headings. The paragraph headings of this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.
14. Applicable Law. This Agreement shall be deemed to have been entered into under the laws of the State of Missouri and the rights and obligations of the parties hereunder shall be governed according to the laws of said state. Any lawsuit, action or proceeding resulting from, or related to this Agreement, shall be commenced in a court of competent jurisdiction located in Missouri.
15. Conflicting Terms. Terms or conditions presented in an invoice or any other document submitted by either party, which conflict with the terms and conditions of this Agreement, shall have no effect on either party.
16. Nondiscrimination. Contractor affirms that Contractor will not discriminate on the basis of race, color, sex, religion, national origin, age, disability, sexual orientation, gender identity, or veteran status either in its employment practices or in its policies and procedures concerning access to services.
17. Entire Agreement. This Agreement and all Attachments constitute the entire Agreement between the parties regarding the Services and supersede all previous related understandings or written or oral agreements between the parties.
18. Amendment. Unless otherwise permitted herein, any alteration in the terms of this Agreement must be in written form and must be signed by an authorized representative of both Administrator and Contractor.
19. Binding effect. This Agreement shall not be binding and effective unless and until it is duly and fully executed by both parties. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the respective parties.
21. Licenses and permits. Contractor shall obtain at Contractor’s expense all licenses and permits necessary to perform the Services.
22. Prohibited Use of Funds. Funds may not be used to support or be referenced as sponsorship of any advocacy activities, including but not limited to lobbying, electioneering, voter registration, attempts to influence legislation. Any public communications, materials, or acknowledgments related to this funding must not indicate or imply that MEMSA is sponsoring or endorsing advocacy efforts.
23. Organizational Changes. Contractor must notify Administrator in writing within ten (10) business days of any of the following:
Change in senior leadership;
Merger, acquisition, dissolution, bankruptcy filing, or material restructuring;
Any governmental investigation, legal action, or regulatory proceeding involving the organization; or
Any financial distress that materially impairs Contractor’s ability to carry out the funded program.
Administrator reserves the right to suspend or terminate remaining disbursements pending its review of any reported organizational change.
24. Effective Date. This Agreement will become effective when signed by both parties. The date this Agreement is signed by the last party to sign it (as indicated by the date stated below that party’s signature) will be deemed the date of this Agreement.
5. Insurance. Contractor shall maintain occurrence-based insurance including comprehensive general liability, automotive liability, and if applicable, worker’s compensation and employers’ liability. Such insurance shall be provided by insurance companies authorized to do business in the State of Missouri. Certificates of insurance demonstrating Contractor’s insurance coverage shall be furnished to Administrator upon request.
6. Remedies for Unsatisfactory Services. In the event Contractor fails to provide the Services consistent with the warranties and representations set forth above, Administrator at its option, may: (a) require Contractor to re-perform the unsatisfactory Services at no cost to Administrator; (b) refuse to pay Contractor for services, unless and until services are corrected and performed satisfactorily; (c) require Contractor to reimburse Administrator for all amounts paid for such unsatisfactory services; and/or (d) proceed with, and assert, any and all remedies available at law. The foregoing options and remedies available to Administrator shall be deemed to be mutual and severable and not exclusive.
7. Termination. Administrator may terminate this Agreement at any time with cause, including loss of state or federal appropriated funding, giving 30 days’ prior written notice to the Contractor of its intention to terminate as of the date specified in the notice. Contractor shall be paid for Services satisfactorily performed up to the time notice of termination is received. Contractor shall also be paid for all Services satisfactorily performed between the time notice is received and the date of termination; as long as all such performed Services are approved by Administrator in a separate writing and in advance of their performance.
In the event of a breach of this Agreement by either Contractor or Administrator, the non-breaching party shall give the breaching party written notice specifying the default, and the breaching party shall have 20 days within which to cure the default. If the default is not cured within that time, the non-breaching party shall have the right to then terminate this Agreement by providing written notice of such termination.
The foregoing options and remedies available to Administrator shall not be deemed exclusive of any other remedy available to Administrator herein or at law or equity.
8. Indemnity. Contractor agrees to indemnify and hold harmless Administrator and Administrator’s directors, officers, employees, servants, agents successors and assigns from and against any and all liabilities, losses, damages, costs and expenses of any kind (including, without limitation, reasonable legal fees and expenses in connection with any investigative, administrative or judicial proceeding, whether or not designated a party thereto) which may be suffered by, incurred by or threatened against Administrator or any directors, officers, employees, servants or agents or successors or assigns of Administrator on account of or resulting from injury, or claim of injury, to person or property arising from Contractor’s actions or omissions relating to this Agreement, or arising out of Contractor’s breach or failure to perform any term, covenant, condition or agreement herein provided to be performed by Contractor.
Contractor shall indemnify and hold harmless Administrator and Administrator’s directors, officers, employees, servants, agents, successors and assigns from and against any and all loss, damage, liability, and expenses (including reasonable attorneys’ fees and court costs) arising from any claim brought against any such indemnified party alleging that the Services infringe upon any valid patent, copyright, trademark, trade secret, or other proprietary right of such third party.
9. Independent Contractor. It is expressly acknowledged by the parties that Contractor is an independent contractor. Nothing in this Agreement is intended, nor shall be construed to create an employer-employee relationship, a joint venture relationship, or to allow Administrator to exercise control over the manner or method by which Contractor performs the Services; provided always that the Services to be provided by Contractor shall be rendered in a manner consistent with state and federal laws and regulations.
Administrator will not withhold from payments to be made to Contractor any sum for state or federal income tax, unemployment insurance, Social Security or any other withholding taxes or obligations pursuant to any laws or requirements of any governmental body.
In the event any taxing or withholding agency should question or challenge the independent contractor status of Contractor, the parties hereto mutually agree that both Administrator and Contractor shall have the right to participate in any discussions or negotiations occurring with the taxing or withholding agency notwithstanding by whom said discussions or negotiations are initiated. Contractor shall indemnify and hold Administrator harmless from and against any losses, liabilities, taxes, penalties, recoupments, expenses (including reasonable attorneys’ fees), and fines that may arise or result from the non-payment of withholdings and benefits.
10. Contractor Representations. Contractor acknowledges and represents that (i) Contractor is legally authorized to transact business in the State of Missouri and to provide the Services required hereunder, (ii) the entering into this Agreement has been duly approved by the Contractor, (iii) the undersigned is duly authorized to execute this Agreement on behalf of Contractor and to bind Contractor to the terms hereof, and (iv) Contractor will comply with all State, federal and local statutes, regulations and ordinances, including civil rights and employment laws, and agrees not to discriminate against any employee or applicant for employment or in the provision of Services on the basis of race, color, national origin, sex, sexual orientation, age, religion, veteran status, disability, parental status or marital status.
11. No Assignment. This Agreement may not be assigned by either party to any person, corporation, partnership, or other entity without express written approval of the other party.
12. Severability. If any term, provision, covenant, condition, or portion of this Agreement is held invalid or unenforceable for any reason, the remaining terms, provisions, covenants, conditions, or portions of this Agreement shall remain in effect. The parties further agree that in the event such invalid or unenforceable portion is an essential part of this Agreement, the parties will immediately negotiate a replacement.
13. Paragraph Headings. The paragraph headings of this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.
14. Applicable Law. This Agreement shall be deemed to have been entered into under the laws of the State of Missouri and the rights and obligations of the parties hereunder shall be governed according to the laws of said state. Any lawsuit, action or proceeding resulting from, or related to this Agreement, shall be commenced in a court of competent jurisdiction located in Missouri.
15. Conflicting Terms. Terms or conditions presented in an invoice or any other document submitted by either party, which conflict with the terms and conditions of this Agreement, shall have no effect on either party.
16. Nondiscrimination. Contractor affirms that Contractor will not discriminate on the basis of race, color, sex, religion, national origin, age, disability, sexual orientation, gender identity, or veteran status either in its employment practices or in its policies and procedures concerning access to services.
17. Entire Agreement. This Agreement and all Attachments constitute the entire Agreement between the parties regarding the Services and supersede all previous related understandings or written or oral agreements between the parties.
18. Amendment. Unless otherwise permitted herein, any alteration in the terms of this Agreement must be in written form and must be signed by an authorized representative of both Administrator and Contractor.
19. Binding effect. This Agreement shall not be binding and effective unless and until it is duly and fully executed by both parties. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the respective parties.
21. Licenses and permits. Contractor shall obtain at Contractor’s expense all licenses and permits necessary to perform the Services.
22. Prohibited Use of Funds. Funds may not be used to support or be referenced as sponsorship of any advocacy activities, including but not limited to lobbying, electioneering, voter registration, attempts to influence legislation. Any public communications, materials, or acknowledgments related to this funding must not indicate or imply that MEMSA is sponsoring or endorsing advocacy efforts.
23. Organizational Changes. Contractor must notify Administrator in writing within ten (10) business days of any of the following:
Change in senior leadership;
Merger, acquisition, dissolution, bankruptcy filing, or material restructuring;
Any governmental investigation, legal action, or regulatory proceeding involving the organization; or
Any financial distress that materially impairs Contractor’s ability to carry out the funded program.
Administrator reserves the right to suspend or terminate remaining disbursements pending its review of any reported organizational change.
24. Effective Date. This Agreement will become effective when signed by both parties. The date this Agreement is signed by the last party to sign it (as indicated by the date stated below that party’s signature) will be deemed the date of this Agreement.