Loading...
HomeMy WebLinkAboutAgreement A-21-225 with American Ambulance.pdf1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 AGREEMENT THIS AGREEMENT is made and entered into this ___ day of ______ , 2021, 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 AMERICAN AMBULANCE, a California Corporation, whose address is 2911 East Tulare Street, Fresno, California 93721, hereinafter referred to as "CONTRACTOR." WI T N E 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 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 Fresno ("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 intend to enter into an agreement which will continue -1- Agreement No. 21-225 22nd June 1 the provision of FIRE Dispatching Services by COUNTY (the "CITY-COUNTY Agreement"); 2 and 3 WHEREAS, CONTRACTOR is willing to facilitate the CITY-COUNTY Agreement by 4 entering into this Agreement. 5 NOW, THEREFORE, in consideration of their mutual covenants and conditions, the 6 parties hereto agree as follows: 7 1. SERVICES 8 A. Subject to CITY timely paying COUNTY for FIRE Dispatching Services g (defined in Section 4.A. of the CITY-COUNTY Agreement) under the CITY-COUNTY 10 Agreement: 11 (1) COUNTY shall obtain and maintain dispatching equipment, 12 hardware, software (including software licenses), and other technologies, which will be utilized 13 for the triage and entry of information for FIRE Dispatching Services in COUNTY's EMS 14 Communications Center computer aided dispatch ("CAD") system, in connection with 15 CONTRACTOR's performance of FIRE Dispatching Services under this Agreement; and 16 (2) COUNTY shall be responsible for selection, configuration, 17 installation, and maintenance of all dispatching equipment, hardware, software and other 18 technologies associated with this Agreement. All dispatching equipment, hardware, software 19 (including software licenses), and other technologies purchased and/or obtained through this 20 Agreement shall be the sole property of COUNTY. 2 1 (3) CONTRACTOR, shall provide FIRE Dispatching Services requiring 22 responses by FIRE apparatuses as follows: 23 (a) CONTRACTOR shall provide all FIRE Dispatching Services 24 in accordance with FIRE's Policies and Procedures ("FIRE's Policies and Procedures"), which 25 shall be approved by COUNTY's EMS Director, or his or her designee (the "COUNTY's 26 Representative"). 27 (b) CONTRACTOR shall dispatch FIRE's apparatuses through 28 CITY's radios and electronic communications, and in accordance with FIRE's Policies and -2- 1 Procedures approved by COUNTY's Representative. 2 (c) CONTRACTOR shall provide pre-arrival instructions to 3 callers requesting fire suppression service responses in accordance with FIRE's Policies and 4 Procedures approved by COUNTY's Representative. 5 (d) CONTRACTOR shall provide inter-agency coordination 6 regarding requests for fire suppression service, mutual aid and instant aid services, and order 7 specialized fire equipment from CITY or other agencies (e.g., hazardous materials equipment, 8 or "jaws of life") which may be needed to handle an incident, and perform other related duties 9 in accordance with FIRE's Policies and Procedures approved by COUNTY's Representative. 1 o (e) CONTRACTOR shall track all activity of FIRE's apparatuses 11 responses utilizing the COUNTY's EMS Communications Center CAD system . 12 (f) CONTRACTOR shall provide that one (1) radio operator be 13 designated, who is dedicated to dispatching FIRE's apparatuses, and also provide 14 uninterrupted backup dispatcher coverage as necessary through all other on-duty operators at 15 COUNTY's EMS Communications Center providing dispatching services within Fresno 16 County. CONTRACTOR shall provide that dispatch staff shall receive emergency fire dispatch 17 training. 18 (g) CONTRACTOR shall provide that a minimum of one (1) 1 g dispatch supervisor shall be on duty at COUNTY's EMS Communications Center twenty-four 20 (24) hours a day, seven (7) days a week. The supervisor shall be available to CITY's on-duty 21 fire administration as needed. 22 (h) CONTRACTOR shall maintain an up-to-date manual of 23 FIRE's Policies and Procedures (approved by COUNTY's Representative, as provided herein) 24 for all dispatch staff, and shall provide for training and continuing education of dispatch staff as 25 needed. 26 (i) The goal is for the immediate dispatch of a fire apparatus in 27 accordance with CITY FIRE approved dispatch protocols as developed with consideration of 28 the National Fire Protection Administration (NFPA) Standard 1221. The Total Alarm Handling -3- 1 (TAH) time will be measured from the time the telephone is answered by the call taker in EMS 2 Communications to the time that the first fire apparatus is alerted to the incident either by radio, 3 telephone, station alerting device, or any other mutually agreed upon method of alerting. A 4 review shall occur for all cases in which dispatches are over ninety (90) seconds on a bi- 5 monthly basis, and results will be evaluated for improvement opportunities by the Fire Dispatch 6 Continuous Quality Improvement (CQI) Committee. The Fire Dispatch CQI Committee shall 7 meet regularly to identify and recommend improvement opportunities to the CITY FIRE 8 dispatch protocols. 9 B. It is understood by the parties hereto that 10 (1) CONTRACTOR's provision of FIRE Dispatching Services herein 11 does not include any CONTRACTOR or COUNTY provision of fire suppression services, 12 (2) all fire suppression services for all fire suppression calls to be 13 dispatched by CONTRACTOR are to be provided by CITY pursuant to the CITY-COUNTY 14 Agreement, 15 16 non-exclusive basis, 17 (3) CONTRACTOR is providing FIRE Dispatching Services herein on a (4) COUNTY's compensation paid to CONTRACTOR for its 18 performance of FIRE Dispatching Services herein is for supplemental services that are in 19 addition to any other services that CONTRACTOR provides, and for which CONTRACTOR 20 acknowledges that CONTRACTOR is paid in accordance with the EMS PROVIDER 21 Agreement, and 22 (5) CONTRACTOR shall first obtain COUNTY's written permission to 23 provide any other dispatching services through the COUNTY's EMS Communications Center. 24 Notwithstanding anything stated to the contrary herein, CONTRACTOR covenants, warrants, 25 and represents to COUNTY that 26 (a) Any funds that COUNTY may pay to CONTRACTOR, or that 27 CONTRACTOR otherwise may collect from performing service in connection with the EMS 28 PROVIDER Agreement, including, but not limited to, COUNTY compensation and -4- 1 CONTRACTOR's fees and charges for services rendered to patients, shall not be diverted or 2 otherwise used, either directly or indirectly, by CONTRACTOR to subsidize CONTRACTOR's 3 performance of this Agreement, and 4 (b) CONTRACTOR shall not directly or indirectly charge any costs 5 or expenses incurred in connection with the performance of this Agreement to any of 6 CONTRACTOR's other operations for or approved by COUNTY, including but not limited to 7 CONTRACTOR's operations in the COUNTY's EMS Communications Center for COUNTY 8 under the EMS PROVIDER Agreement and/or for other COUNTY-approved agencies (e.g., 9 agencies that may be outside of Fresno County such as the County of Kings or cities or special 1o districts, if any, within Fresno County). 11 C. CONTRACTOR's performance of FIRE Dispatching Services herein shall 12 enhance CONTRACTOR's peak load capacity, disaster readiness and overall efficiency in 13 providing dispatching services in COUNTY's EMS Communications Center, and shall not 14 detract from CONTRACTOR's performance of its obligations under the EMS PROVIDER 15 Agreement, or any other agreement, if any, entered into or authorized by COUNTY. 16 D. COUNTY shall perform the following functions: 17 (1) COUNTY shall provide COUNTY-approved FIRE Policies and 18 Procedures to CONTRACTOR. 19 (2) COUNTY shall assure that all calls to CITY for EMS and fire 20 suppression services are immediately transferred to COUNTY's EMS Communications Center. 21 (3) COUNTY agrees to provide for an internal quality improvement 22 program, which includes the participation of CONTRACTOR and FIRE. 23 2. TERM 24 The term of this Agreement shall be for a period of one (1) year, commencing on July 1, 25 2021 through and including June 30, 2022. This Agreement may be extended for two (2) additional 26 consecutive twelve (12) month periods upon written approval by both parties no later than ninety (90) days 27 prior to the first day of the next twelve (12) month period. The Director of Public Health or designee is 28 authorized to execute such written approval on behalf of COUNTY based on satisfactory performance. -5- 1 3. TERMINATION 2 A. Non-Allocation of Funds -The terms of this Agreement, and the services 3 to be provided hereunder, are contingent on the approval of funds by the appropriating 4 governmental agency, provided however, should sufficient funds not be allocated, (i) the 5 services provided may be modified at any time upon the parties' mutual written agreement, or 6 (ii) this Agreement may be terminated at any time by the COUNTY giving at least sixty (60) 7 days advance written notice of an intention to terminate to the CONTRACTOR. 8 8. Without Cause -Under circumstances other than those set forth above, 9 this Agreement may be terminated by CONTRACTOR or COUNTY upon the giving of at least 10 sixty (60) days advance written notice of an intention to terminate to the other party. 11 C. Material Breach -Either party may terminate this Agreement at any time for 12 cause for the other party's material breach of its obligations herein if not less than seven (7) 13 days advance, written notice has been given to the other party and such breach remains 14 uncured within that seven (7) day period. The party receiving such notice may respond to said 15 notice and any charges contained therein within that seven (7) day period. A "Material Breach" 16 by CONTRACTOR, as that term is defined by and used in the EMS PROVIDER Agreement, 17 also shall be deemed to be a material breach by CONTRACTOR under this Agreement. Any 18 notice by COUNTY to CONTRACTOR of CONTRACTOR's Material Breach under the EMS 19 Provider Agreement shall satisfy the requirement of COUNTY giving notice to CONTRACTOR 20 of a material breach under this Agreement without the necessity of such notice referring to 2 1 CONTRACTROR's performance under this Agreement. 22 D. COUNTY shall compensate or provide funding to CONTRACTOR for any 23 services performed under this Agreement prior to any termination of this Agreement. 24 4. COMPENSATION/INVOICING: 25 COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive 26 compensation as follows: 27 A. For CONTRACTOR'S performance of FIRE Dispatching Services herein, 28 COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive a monthly -6- 1 payment of Sixty-Four Thousand Six Hundred Eighty-Two and 50/100 ($64,682.50). 2 B. Should CONTRACTOR wish to propose revisions to the compensation 3 stated above for either of the 2 optional one-year extension periods of this Agreement, 4 CONTRACTOR shall submit the proposed revisions to COUNTY no later than one hundred and 5 forty (140) days prior to the end of the current one-year term. Any proposed revision to 6 compensation will be subject to negotiations with CITY and will require an amendment of this 7 Agreement. CONTRACTOR must submit adequate documentation to substantiate any 8 requested change in compensation. 9 D. COUNTY's obligation to compensate CONTRACTOR herein is subject to 10 COUNTY receiving sufficient and timely payments of funds from CITY under the CITY- 11 COUNTY Agreement. Subject to the foregoing sentence, COUNTY shall pay CONTRACTOR 12 no later than the fifteenth (15th ) day of the month in which payment is due without the necessity 13 of CONTRACTOR submitting invoices to COUNTY. All payments shall be remitted to 14 CONTRACTOR at the following address: American Ambulance, 2911 East Tulare Street, 15 Fresno, CA 93721. 16 5. INDEPENDENT CONTRACTOR: In performance of the work, duties and 17 obligations assumed by CONTRACTOR under this Agreement, it is mutually understood and 18 agreed that CONTRACTOR, including any and all of the CONTRACTOR'S officers, agents, and 19 employees will at all times be acting and performing as an independent contractor, and shall act 20 in an independent capacity and not as an officer, agent, servant, employee, joint venturer, 21 partner, or associate of the COUNTY. Furthermore, COUNTY shall have no right to control or 22 supervise or direct the manner or method by which CONTRACTOR shall perform its work and 23 function. However, COUNTY shall retain the right to administer this Agreement so as to verify 24 that CONTRACTOR is performing its obligations in accordance with the terms and conditions 25 thereof. 26 CONTRACTOR and COUNTY shall comply with all applicable provisions of 27 law and the rules and regulations, if any, of governmental authorities having jurisdiction over 28 matters the subject thereof. -7- 1 Because of its status as an independent contractor, CONTRACTOR shall have 2 absolutely no right to employment rights and benefits available to COUNTY employees. 3 CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its 4 employees all legally-required employee benefits. In addition, CONTRACTOR shall be solely 5 responsible and save COUNTY harmless from all matters relating to payment of 6 CONTRACTOR'S employees, including compliance with Social Security withholding and all other 7 regulations governing such matters. It is acknowledged that during the term of this Agreement, 8 CONTRACTOR may be providing services to others unrelated to the COUNTY orto this 9 Agreement. 1 Q 6. MODIFICATION 11 Any matters of this Agreement may be modified from time to time by the written 12 consent of all the parties without, in any way, affecting the remainder. 13 7. NON-ASSIGNMENT 14 15 16 17 8. Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the prior written consent of the other party. ' HOLD HARMLESS CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S 18 request, defend the COUNTY, its officers, agents, and employees from any and all costs and 19 expenses, damages, liabilities, claims, and losses occurring or resulting to COUNTY in connection 20 with the performance, or failure to perform, by CONTRACTOR, its officers, agents, or employees 21 under this Agreement, and from any and all costs and expenses, damages, liabilities, claims, and 22 losses occurring or resulting to any person, firm, or corporation who may be injured or damaged 23 by the performance, or failure to perform, of CONTRACTOR, its officers, agents, or employees 24 under this Agreement. 25 9. INSURANCE 26 Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR 27 or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect 28 insurance coverages, with such policies, and in such amounts, as are provided in the EMS -8- 1 Provider Agreement. The parties hereto agree that the provisions of the EMS Provider Agreement 2 (including any future amendments thereto) shall and will be incorporated herein by this reference, 3 as though each and every such of the terms are set forth herein below. CONTRACTOR's failure to 4 maintain all such insurance coverages shall be deemed to be a material breach of this Agreement. 5 6 10. AUDITS AND INSPECTIONS The CONTRACTOR shall at any time during business hours, and as often as the 7 COUNTY may deem necessary, make available to the COUNTY for examination all of its records 8 and data with respect to the matters covered by this Agreement. The CONTRACTOR shall, upon 9 request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data 1 o necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement. 11 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to 12 the examination and audit of the Auditor General for a period of three (3) years after final payment 13 under contract (Government Code Section 8546.7). 14 15 11. NOTICES The persons and their addresses having authority to give and receive notices under 16 this Agreement include the following: 17 18 19 20 COUNTY CONTRACTOR Director, County of Fresno American Ambulance Department of Public Health Attn: General Manager P .0. Box 11867 2911 East Tulare Street Fresno, CA 93775 Fresno, CA 93721 All notices between the COUNTY and CONTRACTOR provided for or permitted 21 under this Agreement must be in writing and delivered either by personal service, by first-class 22 United States mail, by an overnight commercial courier service, or by telephonic facsimile 23 transmission. A notice delivered by personal service is effective upon service to the recipient. A 24 notice delivered by first-class United States mail is effective three COUNTY business days after 25 deposit in the United States mail, postage prepaid, addressed to the recipient. A notice delivered 26 by an overnight commercial courier service is effective one COUNTY business day after deposit 27 with the overnight commercial courier service, delivery fees prepaid, with delivery instructions 28 given for next day delivery, addressed to the recipient. A notice delivered by telephonic facsimile -9- 1 is effective when transmission to the recipient is completed (but, if such transmission is completed 2 outside of COUNTY business hours, then such delivery shall be deemed to be effective at the 3 next beginning of a COUNTY business day), provided that the sender maintains a machine record 4 of the completed transmission. For all claims arising out of or related to this Agreement, nothing in 5 this section establishes, waives, or modifies any claims presentation requirements or procedures 6 provided by law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of 7 the Government Code, beginning with section 810). 8 12. GOVERNING LAW g Venue for any action arising out of or related to this Agreement shall only be in 1 o Fresno County, California. 11 The rights and obligations of the parties and all interpretation and performance of 12 this Agreement shall be governed in all respects by the laws of the State of California. 13 13. DISCLOSURE OF SELF-DEALING TRANSACTIONS 14 This provision is only applicable if the CONTRACTOR is operating as a 15 corporation (a for-profit or non-profit corporation) or if during the term of the agreement, the 16 CONTRACTOR changes its status to operate as a corporation. 17 Members of the CONTRACTOR's Board of Directors shall disclose any self- 18 dealing transactions that they are a party to while CONTRACTOR is providing goods or 19 performing services under this agreement. A self-dealing transaction shall mean a transaction 2 o to which the CONTRACTOR is a party and in which one or more of its directors has a material 21 financial interest. Members of the Board of Directors shall disclose any self-dealing 22 transactions that they are a party to by completing and signing a Self-Dealing Transaction 23 Disclosure Form, attached hereto as Exhibit A and incorporated herein by reference, and 24 submitting it to the COUNTY prior to commencing with the self-dealing transaction or 25 immediately thereafter. 26 14. FORCE MAJEURE 27 A. If either party hereto is rendered unable, wholly or in part, by Force Majeure 28 to carry out its obligations under this Agreement, that party shall give to the other party hereto -10- 1 prompt written notice of the Force Majeure with full particulars relating thereto. Thereupon, the 2 obligations of the party giving the notice, so far as they are affected by the Force Majeure, shall 3 be suspended during, but no longer than, the continuance of the Force Majeure, except for a 4 reasonable time thereafter required to resume performance. 5 B. During any period in which either party hereto is excused from performance 6 by reason of the occurrence of an event of Force Majeure, the party so excused shall promptly, 7 diligently, and in good faith take all reasonable action required in order for it to be able to 8 promptly commence or resume performance of its obligations under this Agreement. Without 9 limiting the generality of the foregoing, the party so excused from performance shall, during any 1 a such period of Force Majeure, take all reasonable action necessary to term inate any temporary 11 restraining order or preliminary or permanent injunctions to enable it to so commence or resume 12 performance of its obligations under this Agreement. 13 C . The party whose performance is excused due to the occurrence of an 14 event of Force Majeure shall, during such period, keep the other party hereto notified of all such 15 actions required in order for it to be able to commence or resume performance of its obl igations 16 under this Agreement. 17 D. "Force Majeure" is defined as an Act of God, act of public enemy, war, 18 and other extraordinary causes not reasonably within the control of either of the parties 19 hereto. 20 21 15. SEVERABILITY The provisions of this Agreement are severable. The invalidity or unenforceability 22 of any one provision in the Agreement shall not affect the other provisions. 23 16. ENTIRE AGREEMENT 24 This Agreement constitutes the entire agreement between the CONTRACTOR and 25 COUNTY with respect to the subject matter hereof and supersedes all previous Agreement 26 negotiations, proposals, commitments, writings, advertisements, publications, and understanding 27 of any nature whatsoever unless expressly included in this Agreement. 28 Ill -11- 1 IN WITNESS WHEREOF, the parties hereto have executed th is Agreement as of the day and year first 2 hereinabove written. :~-- (Authorized Signature) 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Mailing Address FOR ACCOUNTING USE ONLY: ORG No.: 56201693 Account No .: 7295 Fund,: 0001 Subclass ,: 10000 Steve Brandau, Cha irman of the Board of Supervisors of the County of Fresno ATTEST : Bernice E. Seidel Clerk of the Board of Supervisors County of Fresno, State of Ca lifornia ,.j~," By: --~===~l---'--~:;;;:;::;~J.q;~:;;__ ____ _ Dep~ -12- Exhibit A 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. (S) Form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4). Exhibit A (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 : Date : I