HomeMy WebLinkAboutAgreement A-18-015 with KWPH Enterprises Clovis Fire.pdf1
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AGREEMENT
THIS AGREEMENT is made and entered into this ___ day of ______ , 2018, by
and between the COUNTY OF FRESNO, a political subdivision of the State of California, hereinafter
referred to as ·'COUNTY," and K.W.P.H. ENTERPRISES, doing business as AMERI CAN
AMBULANCE, a California Corporation, whose address is 2911 East Tulare Street, Fresno,
California 93721, hereinafter referred to as "CONTRACTOR."
WI T NE S S E T H:
WHEREAS, COUNTY's Emergency Medical Services ("EMS") Communications Center is
staffed and operated by CONTRACTOR through that certain Emergency Medical Services Provider
Agreement for Emergency Ambulance Service and Advanced Life Support (Paramedic) Ambulance
Service dated May 16, 2017 (COUNTY Agreement No. A-17-218, the "EMS PROVIDER
Agreement"), including amendments, by and between COUNTY and PROVIDER; and
WHEREAS, the City of Clovis ("CITY") receives calls requesting both fire suppression
services and EMS and transfers those calls to COUNTY's EMS Communications Center for
dispatching the appropriate emergency ambulances and fire equipment; and
WHEREAS, CITY's FIRE Department ("'FIRE") continues to desire to receive dispatching
services for fire suppression calls, which may include dispatching of non-transport first responder
services, (collectively, ··FIRE Dispatching Services'') from COUNTY's EMS Communications
Center; and
WHEREAS, it is to the mutual benefit and in the best interest of the CITY and COUNTY, and
the parties hereto, to combine EMS dispatching services and FIRE Dispatching Services for the
purpose of providing improved services to the public; and
WHEREAS, it is a goal of COUNTY and CITY to consolidate dispatching services in Fresno
County; and
WHEREAS, it has been determined by CITY and COUNTY that there is a need to provide
EMS dispatching services and FIRE Dispatching Services through a centralized and combined effort
by COUNTY's EMS Communications Center and FIRE; and
WHEREAS, CITY and COUNTY have entered into an agreement (COUNTY Agreement No.
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Agreement No. 18-015
9th January
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A-16-439 dated July 12, 2016) which will continue the provision of FIRE Dispatching Services by
COUNTY (the "CITY-COUNTY Agreement"); and
WHEREAS, CONTRACTOR is willing to facilitate the CITY-COUNTY Agreement by
entering into this Agreement.
NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties
hereto agree as follows:
1. SERVICES
A. Subject to CITY timely paying COUNTY for FIRE Dispatching Services under
9 the CITY-COUNTY Agreement:
10 (1) COUNTY shall obtain and maintain dispatching equipment, hardware,
11 software (including software licenses), and other technologies, which will be utilized for the triage and
12 entry of information for FIRE Dispatching Services in COUNTY's EMS Communications Center
13 computer aided dispatch ("CAD") system, in connection with CONTRACTOR's performance of FIRE
14 Dispatching Services under this Agreement; and
15 (2) COUNTY shall be responsible for selection, configuration, installation,
16 and maintenance of all dispatching equipment, hardware, software and other technologies associated
1 7 with this Agreement. All dispatching equipment, hardware, software (including software licenses), and
18 other technologies purchased and/or obtained through this Agreement shall be the sole property of
19 COUNTY.
20 (3) CONTRACTOR shall provide FIRE Dispatching Services requiring
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responses by FIRE apparatuses as follows:
(a) CONTRACTOR shall provide all FIRE Dispatching Services in
accordance with FIRE's Policies and Procedures (''FIRE's Policies and Procedures"), which shall be
approved by COUNTY's EMS Director, or designee (the "COUNTY's Representative").
(b) CONTRACTOR shall dispatch FIRE's apparatuses through
CITY's radios and electronic communications, and in accordance with FIRE's Policies and Procedures
approved by COUNTY's Representative.
(c) CONTRACTOR shall provide pre-arrival instructions to callers
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requesting fire suppression service responses in accordance with FIRE's Policies and Procedures
approved by COUNTY's Representative.
(d) CONTRACTOR shall provide inter-agency coordination
regarding requests for fire suppression service, mutual aid and instant aid services, and order
specialized fire equipment from CITY or other agencies ( e.g., hazardous materials equipment, or "jaws
of life") which may be needed to handle an incident, and perform other related duties in accordance
with FIRE's Policies and Procedures approved by COUNTY's Representative.
(e) CONTRACTOR shall track all activity of FIRE's apparatuses
responses utilizing the COUNTY's EMS Communications Center computer aided dispatch (CAD)
system.
(f) CONTRACTOR shall assist COUNTY in the development of
processes which assist in dispatching to CITY automatic aid agreements to include those agencies
outside the COUNTY's EMS Communications Center.
(g) CONTRACTOR shall provide notification to FIRE chief officers
and duty officers as needed for applicable emergency incidents using phone, email, text or other
contemporary method of messaging according to FIRE dispatch policy.
(h) CONTRACTOR shall provide a radio operator who is able to
dispatch FIRE's apparatuses twenty-four (24) hours a day, seven (7) days a week and meet the one
hundred and twenty (120) second Total Alarm Handling (TAH) time as outlined below. In addition,
the goal is for the CLOVIS radio channel to be answered in no more than two attempts.
(i) CONTRACTOR shall provide that dispatch staff shall be trained
at the National Academy of Emergency Dispatch at the Emergency Fire Dispatcher level or substitute
training with approval of CITY.
(i) CONTRACTOR shall provide that a minimum of one (1) dispatch
supervisor shall be on duty at COUNTY's EMS Communications Center twenty-four (24) hours a day,
seven (7) days a week. The supervisor shall be available to CITY's on-duty fire administration as
needed.
(k) CONTRACTOR shall maintain an up-to-date manual ofFIRE's
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1 Policies and Procedures (approved by COUNTY's Representative, as provided herein) for all dispatch
2 staff, and shall provide for training and continuing education of dispatch staff as needed.
3 (1) The performance standard for CONTRACTOR'S immediate
4 dispatch of a fire apparatus in accordance with FIRE approved dispatch protocols and the National Fire
5 Protection Administration (NFPA) Standard 1221 is as follows: The TAH time will be measured from
6 the time the telephone is answered by the call taker in EMS Communications to the time that the first
7 fire apparatus is alerted to the incident either by radio, telephone, station alerting device or any other
8 method of alerting mutually agreed upon by FIRE and COUNTY. The T AH times shall be one
9 hundred and twenty ( 120) seconds or less in a minimum of ninety percent (90%) of incidents. The T AH
10 time measurement will exclude reassigned responses and other situations beyond the COUNTY's EMS
11 Communications Center control. COUNTY shall conduct a review for all cases in which dispatches are
12 over one hundred and twenty (120) seconds, and results will be evaluated for improvement
13 opportunities by the Fire Dispatch Continuous Quality Improvement (CQI) Committee.
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B. It is understood by the parties hereto that
(i) CONTRACTOR's provision of FIRE Dispatching Services herein does not include
any CONTRACTOR or COUNTY provision of fire suppression services,
(ii) all fire suppression services for all fire suppression calls to be dispatched by
CONTRACTOR are to be provided by CITY pursuant to the CITY-COUNTY Agreement,
(iii) CONTRACTOR is providing FIRE Dispatching Services herein on a non-exclusive
basis,
(iv) COUNTY's compensation paid to CONTRACTOR for its performance of FIRE
Dispatching Services herein is for supplemental services that are in addition to any other services that
CONTRACTOR provides, and for which CONTRACTOR acknowledges that CONTRACTOR is paid
in accordance with the EMS PROVIDER Agreement, and
(v) CONTRACTOR shall first obtain COUNTY's written permission to provide any
other dispatching services for the CITY through the COUNTY's EMS Communications Center.
Notwithstanding anything stated to the contrary herein, CONTRACTOR covenants,
warrants, and represents to COUNTY that
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(i)
(ii)
C.
any funds that COUNTY may pay to CONTRACTOR, or that CONTRACTOR
otherwise may collect from performing service in connection with the EMS
PROVIDER Agreement, including, but not limited to, COUNTY compensation
and CONTRACTOR's fees and charges for services rendered to patients, shall
not be diverted or otherwise used, either directly or indirectly, by
CONTRACTOR to subsidize CONTRACTOR's performance of this Agreement,
and
CONTRACTOR shall not directly or indirectly charge any costs or expenses
incurred in connection with the performance of this Agreement to any of
CONTRACTOR's other operations for or approved by COUNTY, including but
not limited to CONTRACTOR's operations in the COUNTY's EMS
Communications Center for COUNTY under the EMS PROVIDER Agreement
and/or for other COUNTY-approved agencies ( e.g., agencies that may be outside
of Fresno County such as the County of Kings or cities or special districts, if any,
within Fresno County).
CONTRACTOR's performance of FIRE Dispatching Services herein shall
enhance CONTRACTOR's peak load capacity, disaster readiness and overall efficiency in providing
dispatching services in COUNTY' s EMS Communications Center, and shall not detract from
CONTRACTOR's performance of its obligations under the EMS PROVIDER Agreement, or any
other agreement, if any, entered into or authorized by COUNTY.
D. COUNTY shall perform the following functions:
(1) COUNTY shall provide COUNTY-approved FIRE Policies and
Procedures to CONTRACTOR.
(2) COUNTY shall assure that all calls to CITY for EMS and fire
suppression services are immediately transferred to COUNTY's EMS Communications Center.
(3) COUNTY agrees to provide for an internal quality improvement
program, which includes the participation of CONTRACTOR and FIRE.
2. TERM
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A. The term of this Agreement shall be for a period of eighteen ( 18) months,
commencing on January 1, 2018 through and including June 30, 2019. This Agreement may be
extended for two separate (2) additional consecutive twenty-four (24) month periods upon written
approval by both parties for each separate twenty-four (24) month period no later than ninety (90)
days prior to the first day of the next twenty-four (24) month period. The Director of Public Health or
his or her designee is authorized to execute such written approval on behalf of COUNTY based on
satisfactory performance.
B. Notwithstanding anything stated to the contrary herein, this Agreement shall
automatically terminate on any earlier date that the CITY-COUNTY Agreement terminates.
3. TERMINATION
A. Non-Allocation of Funds -The terms of this Agreement, and the services to be
provided hereunder, are contingent on the approval of funds by the appropriating governmental
agency, provided however, should sufficient funds not be allocated, (i) the services provided may be
modified at any time upon the parties' mutual written agreement, or (ii) this Agreement may be
terminated at any time by the COUNTY giving at least sixty (60) days advance written notice of an
intention to terminate to the CONTRACTOR.
B. Without Cause -Under circumstances other than those set forth above, this
Agreement may be terminated by CONTRACTOR or COUNTY upon the giving of at least sixty (60)
days advance written notice of an intention to terminate to the other party.
C. Material Breach -Either party may terminate this Agreement at any time for
21 cause for the other party's material breach of its obligations herein if not less than seven (7) days
2 2 advance written notice has been given to the other party and such breach remains uncured within that
2 3 seven (7) day period. The party receiving such notice may respond to said notice and any charges
2 4 contained therein within that seven (7) day period. A "Material Breach" by CONTRACTOR, as that
2 5 term is defined by and used in the EMS PROVIDER Agreement under sub-heading "3. County's
2 6 Termination Due to Contractor's Material Brach of this Agreement" beginning on page 75, line 16
2 7 through page 79 line 5 ("Material Breach section''), which Material Breach section is incorporated
2 8 herein by reference, also shall be deemed to be a Material Breach by CONTRACTOR under this
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1 Agreement. Any notice by COUNTY to CONTRACTOR ofCONTRACTOR's Material Breach under
2 the EMS Provider Agreement shall satisfy the requirement of COUNTY giving notice to
3 CONTRACTOR of a Material Breach under this Agreement without the necessity of such notice
4 referring to CONTRACTROR's performance under this Agreement.
5 D. COUNTY shall compensate or provide funding to CONTRACTOR for any
6 services performed under this Agreement prior to any termination of this Agreement.
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4. COMPENSATION FOR SERVICES
A. For CONTRACTOR's performance of FIRE Dispatching Services herein,
9 COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive a quarterly lump-
10 payment of Seventy Thousand Sixty-Six and 501l00 Dollars ($70,066.50) pursuant to Exhibit A,
11 attached hereto and incorporated herein by this reference. The quarterly lump-sum payment shall be
12 paid for the performance of services as stated in this contract only while the Agreement with American
13 Ambulance (Agreement No. A-17-218) is still in effect. In no event shall compensation for
14 COUNTY'S performance of FIRE Dispatching Services under this Agreement be in excess of Four
15 Hundred Twenty Thousand Three Hundred Ninety-Nine and Noll 00 Dollars ($420,399) for the initial
16 18 month term. Maximum compensation for each optional 24 month term shall not exceed Five
1 7 Hundred Sixty Thousand Five Hundred Thirty-Two and Noll 00 Dollars ($560,532).
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B. In the event COUNTY determines, in its sole discretion, that CONTRACTOR
has failed to comply with the performance standards identified within this Agreement, including but
not limited to Section 1. SERVICES, A, (3), (1)., ("Non-compliance") COUNTY may, in its sole
discretion, begin to withhold Two Hundred Fifty and Noll 00 Dollars ($250.00) per day
("Withholding") until such time as the Non-compliance has been corrected to the satisfaction of the
COUNTY EMS Director. COUNTY must provide CONTRACTOR's President with a written notice
of Non-compliance. Said Withholding shall not begin earlier than thirty (30) days after
CONTRACTOR's receipt of notice of Non-compliance, provided that CONTRACTOR's Non-
compliance has not been cured.
C. COUNTY's obligation to compensate CONTRACTOR herein is subject to
2 8 COUNTY receiving sufficient and timely payments of funds from CITY under the CITY-COUNTY
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1 Agreement. Subject to the foregoing sentence, COUNTY, promptly following COUNTY's receipt of
2 such CITY funds, shall pay CONTRACTOR no later than the fifteenth (15th) day of the month in
3 which payment is due pursuant to Exhibit A without the necessity of CONTRACTOR submitting
4 invoices to COUNTY. All payments shall be remitted to CONTRACTOR at the following address:
5 American Ambulance, 2911 East Tulare Street. Fresno, CA 93721.
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5. INDEPENDENT CONTRACTOR
A. In performance of the work, duties, and obligations assumed by CONTRACTOR
under this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and
all of CONTRACTOR's officers, agents, and employees will at all times be acting and performing as
an independent contractor, and shall act in an independent capacity and not as an officer, agent,
servant, employee, joint venture, partner, or associate of COUNTY. Furthermore, COUNTY shall
have no right to control or supervise or direct the manner or method by which CONTRACTOR shall
perform its work and function, except for CONTRACTOR's compliance with FIRE's Policies and
Procedures, herein. However, COUNTY shall retain the right to administer this Agreement so as to
verify that CONTRACTOR is performing its obligations in accordance with the terms and conditions
thereof. CONTRACTOR and COUNTY shall comply with all applicable provisions oflaw and the
rules and regulations, if any, of governmental authorities having jurisdiction over matters which are
directly or indirectly the subject of this Agreement.
B. Because of its status as an independent contractor, CONTRACTOR shall have
absolutely no right to employment rights and benefits available to COUNTY employees.
CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees
all legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and
save COUNTY harmless from all matters relating to payment of CONTRACTOR's employees,
including compliance with Social Security, withholding, and all other regulations governing such
matters. It is acknowledged that during the term of this Agreement, CONTRACTOR may be
providing services to others unrelated to COUNTY or to this Agreement.
6. MODIFICATION
Any matters of this Agreement may be modified from time to time by the written
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consent of all the parties hereto without, in any way, affecting the remainder.
7. HOLD-HARMLESS
A. CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY's
4 request, defend COUNTY, including their respective officers, agents, and employees from any and all
5 costs and expenses (including attorneys' fees and costs), damages, liabilities, claims, and losses
6 occurring or resulting to COUNTY in connection with the performance, or failure to perform, by
7 CONTRACTOR, including its officers, agents, or employees under this Agreement, and from any and
8 all costs and expenses (including attorneys' fees and costs), damages, liabilities, claims, and losses
9 occurring or resulting to any person, firm, or corporation who may be injured or damaged by the
10 performance, or failure to perform, of CONTRACTOR, including its officers, agents, or employees
11 under this Agreement.
12 B. COUNTY agrees to indemnify, save, hold harmless, and at CONTRACTOR's
13 request, defend CONTRACTOR, including its officers, agents, and employees from any and all costs
14 and expenses (including attorneys' fees and costs), damages, liabilities, claims, and losses occurring or
15 resulting to CONTRACTOR in connection with the performance, or failure to perform, by COUNTY,
16 including their respective officers, agents, or employees under this Agreement, and from any and all
1 7 costs and expenses (including attorneys' fees and costs), damages, liabilities, claims, and losses
18 occurring or resulting to any person, firm, or corporation who may be injured or damaged by the
19 performance, or failure to perform, of COUNTY, including their respective officers, agents, or
2 0 employees under this Agreement.
21 C. In the event of concurrent negligence on the part of CONTRACTOR or any of its
22 officers, agents or employees, and of COUNTY or any of their respective officers, agents, or
2 3 employees, the liability for any and all such claims, demands and actions in law or equity for such costs
2 4 and expenses (including attorneys' fees and costs), damages, and losses shall be apportioned under the
2 5 State of California's theory of comparative negligence as presently established or as may be modified
2 6 hereafter.
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D. This Section 7 shall survive termination or expiration of this Agreement.
INSURANCE
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CONTRACTOR shall obtain and maintain, at all times, insurance coverages, with such
policies, and in such amounts, as are provided in the EMS Provider Agreement. The parties hereto
agree that the Section 11. Insurance provision of the EMS Provider Agreement (including any future
amendments thereto) shall and will be incorporated herein by this reference, as though each and every
of such terms in the aforementioned Section 11. Insurance provision are set forth herein below.
CONTRACTOR's failure to maintain all such insurance coverages shall be deemed to be a Material
Breach of this Agreement.
9. CONFIDENTIALITY
All services performed by CONTRACTOR under this Agreement and any information
CONTRACTOR creates, receives, or maintains pertaining to protected health information shall be in
strict conformance with all applicable Federal, State of California and/or local laws and regulations
relating to confidentiality, including but not limited to all Health Insurance Portability and
Accountability Act (HIP AA) regulations ..
10. NON-DISCRIMINATION
During the performance of this Agreement, CONTRACTOR shall not unlawfully
discriminate against any employee or applicant for employment, or recipient of services, because of
race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical
condition, genetic information, marital status, sex, gender, gender identity, gender expression, age,
sexual orientation, or military or veteran status pursuant to all applicable State of California and
Federal statutes and regulations.
11. RECORDS
A. Each party shall maintain its books, accounts and records in connection with the
2 3 respective services referred to under this Agreement. CONTRACTOR's books, accounts and records
2 4 of such services under this Agreement ("CONTRACTOR's Records") shall be kept separate and apart
2 5 from CONTRACTOR's other books, accounts and records of services kept in connection with the EMS
2 6 PROVIDER Agreement, and any other agreement entered into or approved by COUNTY. All of such
2 7 CONTRACTOR's Records shall be prepared and kept by CONTRACTOR in an organized manner
2 8 that facilitates an efficient review of the costs incurred and funds received in order to give COUNTY a
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1 complete and clear understanding of the accounting thereof. All of such CONTRACTOR's Records
2 shall be subject to public disclosure as provided in the California Public Records Act, Government
3 Code §§ 6250, et.seq.
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B. Each of the parties' books, accounts and records must be maintained for a
minimum of three (3) years. Such books, accounts and records must also be maintained a minimum of
three (3) years after the termination of this Agreement. The party generating the books, accounts and
records shall maintain ownership thereof upon termination of this Agreement.
12. DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a
for-profit or non-profit corporation) or if during the term of this agreement, the CONTRACTOR changes
its status to operate as a corporation.
Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing
transactions that they are a party to while CONTRACTOR is providing goods or performing services
under this agreement. A self-dealing transaction shall mean a transaction to which the
CONTRACTOR is a party and in which one or more of its directors has a material financial interest.
Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to
by completing and signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit B
and incorporated herein by this reference, and submitting it to the COUNTY prior to commencing
with the self-dealing transaction or immediately thereafter.
13. AUDITS AND INSPECTIONS
A. Each party shall at any time during business hours, and as often as the other party
may deem necessary, make available to the other party for examination all of the former party's
records and data with respect to the matters covered by this Agreement. Each party shall, upon
request by the other party, permit the other party to audit and inspect all such records and data
necessary to ensure the former party's compliance with the terms of this Agreement.
B. If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00),
CONTRACTOR shall be subject to the examination and audit of the State
Auditor for a period of three (3) years after final payment under contract (Government Code Section
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8546.7).
14. FORCE MAJEURE
A. If either party hereto is rendered unable, wholly or in part, by Force Majeure to
4 carry out its obligations under this Agreement, that party shall give to the other party hereto prompt
5 written notice of the Force Majeure with full particulars relating thereto. Thereupon, the obligations
6 of the party giving the notice, so far as they are affected by the Force Majeure, shall be suspended
7 during, but no longer than, the continuance of the Force Majeure, except for a reasonable time
8 thereafter required to resume performance.
9 B. During any period in which either party hereto is excused from performance by
10 reason of the occurrence of an event of Force Majeure, the party so excused shall promptly,
11 diligently, and in good faith take all reasonable action required in order for it to be able to promptly
12 commence or resume performance of its obligations under this Agreement. Without limiting the
13 generality of the foregoing, the party so excused from performance shall, during any such period of
14 Force Majeure, take all reasonable action necessary to terminate any temporary restraining order or
15 preliminary or permanent injunctions to enable it to so commence or resume performance of its
16 obligations under this Agreement.
17 C. The party whose performance is excused due to the occurrence of an event of
18 Force Majeure shall, during such period, keep the other party hereto notified of all such actions
19 required in order for it to be able to commence or resume performance of its obligations under this
2 0 Agreement.
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D. "Force Majeure" is defined as an Act of God, act of public enemy, war, and
other extraordinary causes not reasonably within the control of either of the parties hereto.
15. NOTICES
A. The persons having authority to give and receive notices under this Agreement
and their addresses include the following:
COUNTY
Director, County of Fresno
Department of Public Health
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CONTRACTOR
American Ambulance
Attn: President
COUNTY CW fil{ESNO
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P.O. Box 11867
Fresno, CA 93775
2911 East Tulare Street
Fresno, CA 93721
B. Any and all notices between COUNTY and CONTRACTOR provided for or
4 permitted under this Agreement or by law shall be in writing and shall be deemed duly served when
5 personally delivered to one of the parties hereto, or in lieu of such personal service, when deposited in
6 the United States Mail, postage prepaid, addressed to such party, except for notices of termination,
7 which are effective upon receipt. Notices under this Agreement are not modifications to this
8 Agreement.
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16. GOVERNING LAW
A. The parties hereto agree, that for the purposes of venue, performance under this
Agreement is to be in Fresno County, California.
B. The rights and obligations of the parties hereto and all interpretation and
performance of this Agreement shall be governed in all respects by the laws of the State of California.
17. SEVERABILITY
The provisions of this Agreement are severable. The invalidity or unenforceability of
any one provision in the Agreement shall not affect the other provisions.
18. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between COUNTY and
CONTRACTOR with respect to the subject matter hereof and supersedes all previous agreement
negotiations, proposals, commitments, writings, advertisements, publications, and understandings of
any nature whatsoever unless expressly included in this Agreement. CONTRACTOR acknowledges
that COUNTY detrimentally relies upon each and every of CONTRACTOR's covenants, warranties
and representations made herein to COUNTY. This Agreement may be executed in several
counterparts by the parties hereto, in which case, all of such executed duplicate counterpart originals
thereof, taken together, shall be deemed to be one and the same legal instrument.
19. NO THIRD PARTY BENEFICIARIES
Notwithstanding anything stated to the contrary in this Agreement, there shall not be any
intended third party beneficiaries to this Agreement.
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1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
2 year first hereinabove written.
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CONTRACTOR:
K. W.P.H. ENTERPRISES, dba :RI~
By -\. ,
Pi:esident, K.W.P.H. Enterprises
Print Name: Todd Valeri
Date: \\ fll fz.o17
By~2
Print Name: Erik Peterson
Title: Corporate Secretary
(Chief Financial Officer or Corporate
Secretary to K.W.P.H. Enterprises)
Date: //-zr-11
Mailing Address:
2911 E. Tulare St.
Fresno, CA 93 721
Fund/Subclass:
Organization#:
Account#:
0001/10000
56201693
7295
COUNTY OF FRESNO
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Sa Quintero,
Chairman o e Board of Supervisors of
the County of Fresno
Date: uC...O~\\
ATTEST:
Bernice E. Seidel
Clerk to the Board of Supervisors
County of Fresno, State of California
By:d:J»,~
Deputy
COUNIT OF FRESNO
Fresno, CA
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Payment
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EXHIBIT A
Date
Apr 2018
Jul 2018
Oct 2018
Jan 2019
Apr 2019
Jul 2019
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Payment Amount
$70,066.50
$70,066.50
$70,066.50
$70,066.50
$70,066.50
$70,066.50
COUNTY CW !illl•:SNO
J<'resno, CA
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EXHIBITS
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members of a
contractor's board of directors (hereinafter referred to as "County Contractor"), must disclose any self-dealing
transactions that they are a party to while providing goods, performing services, or both for the County. A
self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in which one or more
of its directors has a material financial interest."
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member's name, job title (if applicable), and date this disclosure is being made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At
a minimum, include a description of the following:
a. The name of the agency/company with which the Corporation has the transaction; and
b. The nature of the material financial interest in the Corporation's transaction that the board
member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of
the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing transaction described
in Sections (3) and (4).
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(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure {Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
(5) Authorized Signature
Signature: I Date:
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COUNTY 01; I;HJ,:SNO
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-18 -CC )LJNTY OF flll ·:SNO
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