HomeMy WebLinkAboutAgreement A-22-044 with City of Hanford.pdfCOUNTY OF FRESNO
Fresno, CA
-1 -
1
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 _______________, 2022, by
and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter
referred to as “COUNTY,” and the CITY OF HANFORD, a California Municipal Corporation, whose
address is 315 N Douty Street, Hanford, California 93230, hereinafter referred to as “CITY”. Both
COUNTY and CITY may hereinafter be referred to collectively as “Parties,” or individually, a “Party”.
W I T N E S S E T H:
WHEREAS, CITY desires to establish this Agreement with COUNTY, and COUNTY has the
capability and capacity to provide certain dispatching services for fire suppression calls, which may
include dispatching of non-transport first responder services from COUNTY’s EMS Communications
Center; and
WHEREAS, it is to the mutual benefit and in the best interest of the Parties to have a combined
EMS and CITY’s FIRE Dispatching Service for the purpose of providing improved services to the
public; and
WHEREAS, it is a goal of the Parties to maintain consolidated dispatching services in Kings
County, and the Parties have determined that there is a need to provide EMS dispatching services and
CITY FIRE Dispatching Services through a centralized and combined effort by COUNTY’s EMS
Communications Center and CITY FIRE; and
WHEREAS, COUNTY’s EMS Communications Center is staffed and operated by K.W.P.H.
Enterprises, doing business as American Ambulance, a California corporation (“PROVIDER”), through
that certain Emergency Medical Services Provider Agreement for Emergency Ambulance Services
(Fresno County Agreement No. A-17-218), dated May 16, 2017 (the “EMS PROVIDER Agreement”),
including amendments, by and between COUNTY and PROVIDER.
NOW, THEREFORE, in consideration of their mutual covenants and conditions hereinafter
set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
1.SERVICES
A.COUNTY shall provide to CITY dispatching services for fire suppression calls
Agreement No. 22-044
1st February
COUNTY OF FRESNO
Fresno, CA
-2 -
1
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
requesting or otherwise requiring response by CITY FIRE apparatuses, which may include dispatching
of non-transport first responder services, (collectively, the “CITY FIRE Dispatching Services”).
COUNTY shall provide CITY FIRE Dispatching Services in accordance with the terms and subject to
the conditions set out in this Agreement and using personnel of required skill, experience and
qualifications.
B.COUNTY shall:
(1)Select, configure, install, and maintain all dispatching equipment,
hardware, software (including software licenses), and other technologies, except for radio infrastructure
purchased by CITY, which will be utilized for triage and entry of information for CITY FIRE
Dispatching Services in COUNTY’s EMS Communications Center computer-aided dispatch (“CAD”)
system. All dispatching equipment, hardware, software (including software licenses), and other
technologies purchased and/or obtained under this Agreement shall be the sole property of COUNTY.
The Parties hereby acknowledge that COUNTY’s provision of CITY FIRE Dispatching Services does
not include any COUNTY provision of fire suppression services, and that COUNTY is providing CITY
FIRE Dispatching Services to CITY on a non-exclusive basis.
(2)Provide all CITY FIRE Dispatching Services through COUNTY’s EMS
Communication Center through CITY FIRE’s radios and electronic communications in accordance
with CITY FIRE’s Policies and Procedures related to dispatch only (“CITY FIRE’s Policies and
Procedures”) and as reviewed and accepted by COUNTY’s EMS Director or designee (the
“COUNTY’s Representative”), as further provided in Section 1.C.(3) herein.
(3)Provide approved pre-arrival instructions to callers requesting CITY
FIRE Dispatch Services.
(4)Provide inter-agency coordination regarding requests for fire suppression
service, mutual aid and auto aid services, and order specialized fire equipment from CITY or other
agencies (e.g., hazardous materials equipment, or rescue) which may be needed to manage an incident,
and perform other related duties, all in accordance with CITY FIRE’s Policies and Procedures.
(5)Track all activity of CITY FIRE’s apparatuses utilizing the COUNTY’s
EMS Communications Center CAD system.
COUNTY OF FRESNO
Fresno, CA
- 3 -
1
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
(6) Develop and maintain processes which assist in dispatching signatories to
CITY automatic aid agreements to include those agencies outside the COUNTY’s EMS
Communications Center. Such processes include Automatic Vehicle Location (“AVL”), unit status and
some form of CAD to CAD process where call information is automatically shared between agencies
regardless of dispatch center location. In the event an automatic aid agency outside COUNTY’s EMS
Communications Center is unable to provide unit AVL and unit status, the Parties agree to meet and
confer on how to implement and determine cost sharing to receive this information.
(7) Provide notification to chief officers and duty officers as needed for
applicable emergency incidents using phone, email, text or other contemporary method of messaging
according to CITY FIRE’s Policies and Procedures.
(8) Provide CAD software which is capable of tracking CITY’s closest fire
unit, real-time call data/updates, GIS, radio channel, incident location, and resources.
(9) Provide the ability to send response-time data or additional required CAD
data to the fire reporting software known as Fire Records Management System (“Fire RMS”). The Fire
RMS data shall include date and time call received in the secondary Public Safety Answering Point
(“PSAP”) (i.e., EMS Communications phone pickup), unit alert, unit enroute, unit arrival and unit
available, for all units assigned to the call. In addition, it shall send incident location, grid and call
nature.
(10) Record all telephone and radio transmissions and provide instant
playback as needed. COUNTY shall retain recordings for a minimum of four (4) years from the date of
recording.
(11) Provide any and all reports at the request of CITY; provided, however,
COUNTY must be given reasonable time to develop custom ad hoc reports or reports that are not
already developed.
(12) Provide a radio operator to dispatch CITY FIRE’s apparatuses twenty-
four (24) hours a day, seven (7) days a week, meeting the one hundred and twenty (120) second total
Alarm Handling (TAH) as outlined below. All radio operators and call-takers must be certified by the
National Academy of Emergency Dispatch at the Emergency Fire Dispatcher level, or substitute
COUNTY OF FRESNO
Fresno, CA
- 4 -
1
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
training with prior approval of CITY. COUNTY shall provide a radio operator, who is able to dispatch
CITY FIRE’s apparatuses twenty-four (24) hours a day, seven (7) days a week. Under this Agreement,
CITY shall compensate COUNTY for a dedicated radio operator to CITY’S radio channel twelve (12)
consecutive hours each day. The intent of the COUNTY is to combine dispatch services of CITY FIRE
with dispatch services of another fire department that also has a 12-hour dedicated radio operator to
create a dedicated 24-hour radio operator that is committed to both departments. In the event that
CITY or the other department no longer desires this arrangement, CITY will revert to a dedicated 12-
hour radio operator, which CITY shall determine the specific start and end times. The remaining 12
hours will be combined with other departments on a non-dedicated basis.
(13) Provide a minimum of one (1) dispatch supervisor who shall be on duty
at COUNTY’s EMS Communications Center twenty-four (24) hours a day, seven (7) days a week and
available to CITY’s on-duty fire administration as needed.
(14) Maintain an up-to-date manual of CITY FIRE’s Policies and Procedures
(subject to review by COUNTY’s Representative, as provided in Section 1.C.2 herein) for all dispatch
staff, and provide training and continuing education of dispatch staff as needed.
(15) It is the intent of both parties to achieve the recommendations outlined in
the National Fire Protection Association (“NFPA”) Standard 1221 for the immediate dispatch of a fire
apparatus. The Total Alarm Handling (TAH) time will be measured from the time the telephone is
answered by the call taker at EMS Communications Center to the time that the first fire apparatus is
alerted to the incident either by radio, telephone, station alerting device or any other mutually agreed
upon method of alerting. The TAH times shall be one hundred and twenty (120) seconds or less in a
minimum of ninety percent (90%) of incidents. The TAH time measurement will exclude reassigned
responses and other situations beyond the COUNTY’s EMS Communications Center control. COUNTY
shall review all cases in which dispatches are over one hundred and twenty (120) seconds, and results will
be evaluated for improvement opportunities by the Fire Dispatch Continuous Quality Improvement
(“CQI”) Committee. The Parties agree to meet and confer to refine the list of situations stated
hereinabove where one hundred and twenty (120) second call processing may not be achievable.
///
COUNTY OF FRESNO
Fresno, CA
- 5 -
1
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
Modifications may be made to said list of situations upon written mutual
agreement between COUNTY’s EMS Director or designee, and CITY’s Fire Chief or designee.
(16) Provide monthly reports on CITY key performance measures and other
areas as agreed upon by the Parties.
(17) Provide necessary support staff to respond within ten (10) days of a CITY
request for changes in CAD system, including GIS updates, response criteria, update of street layers,
CAD/mobile software updates, protocols and CAD/RMS interface(s).
(18) Develop a formal quality improvement process that identifies problems
by the field, formalizes a tracking mechanism, provides feedback to the sender, determines solutions,
establishes timelines for correction, shares the information with all dispatch personnel and formalizes a
CQI review of dispatcher performance.
C. CITY shall:
(1) Provide all fire suppression services for all fire suppression calls
dispatched by COUNTY’s EMS Communications Center requiring CITY FIRE apparatuses. During
specific CITY events (i.e., Fourth of July, times of local disaster, or a large-scale emergency), CITY
may assign a Command Officer to serve as a Temporary Dispatch Liaison to direct the assignment of
CITY FIRE resources, at which time deviation from routine dispatch procedures outlined herein will be
granted.
(2) Allow CITY Radio frequencies to be used by COUNTY for the purpose
of CITY Fire Dispatching Services.
(3) Consult with COUNTY’s Representative in developing and adopting
CITY FIRE’s Policies and Procedures relating to dispatch only. CITY must provide its CITY FIRE’s
Policies and Procedures to COUNTY’s Representative for review and acceptance that such policies and
procedures are substantially consistent with the COUNTY’s EMS Communication Center’s Policies
and Procedures, and do not create additional workload for staff or impact other programs in the
COUNTY’s EMS Communications Center.
(4) Provide continuing education and training to COUNTY’s EMS
Communications Center radio operators and staff regarding the dispatching and management of CITY
COUNTY OF FRESNO
Fresno, CA
- 6 -
1
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
FIRE resources.
(5) Immediately transfer all calls to CITY for CITY FIRE calls for service to
COUNTY’s EMS Communications Center.
(6) Participate in an internal quality improvement program, which includes
the participation of COUNTY and PROVIDER.
(7) Provide operation and maintenance of all radio and computer equipment
in CITY FIRE apparatuses and fire stations.
(8) Be responsible for all costs associated with maintaining
telecommunication lines and equipment between CITY and EMS Communications Center.
2. TERM
A. The term of this Agreement shall be for a period of two (2) years and four (4)
months, commencing on March 14, 2022 through and including June 30, 2024 unless sooner terminated
under Section 3.
B. Upon the expiration or termination of this Agreement, CITY shall compensate or
provide funding to COUNTY for any services performed or costs incurred under this Agreement, and
COUNTY shall promptly provide CITY with the data generated through the CITY FIRE Dispatching
Services provided herein in a commonly usable electronic format.
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 CITY by providing at least ninety (90) days advance written notice of an intention to terminate
to COUNTY.
B. Termination Without Cause. This Agreement may be terminated by either Party
by providing at least ninety (90) days advance written notice of an intention to terminate to the other
Party.
///
COUNTY OF FRESNO
Fresno, CA
- 7 -
1
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
C. Material Breach. Either Party may terminate this Agreement at any time for
cause for the other Party’s material breach of its obligations herein if not less than thirty (30) days
advance written notice has been given to the other Party and such breach remains uncured within that
thirty (30) day period. The Party receiving such notice may respond to said notice and any charges
contained therein within that thirty (30) day period.
4. COMPENSATION FOR SERVICES
A. For COUNTY’S performance of CITY FIRE Dispatching Services herein, CITY
agrees to pay COUNTY and COUNTY agrees to receive compensation pursuant to Schedule A,
attached hereto and incorporated herein by this reference. The maximum total annual compensation for
COUNTY’S performance of CITY FIRE Dispatching Services under this Agreement is as follows:
(1) For the period of March 1, 2022 through June 30, 2022, the amount of
this Agreement shall not exceed Sixty Thousand, Four Hundred Fifty-Four Dollars and 00/100 Dollars
($60,454.00).
(2) For the period of July 1, 2022 through June 30, 2023, the amount of this
Agreement shall not exceed Two Hundred and Five Thousand, Six Hundred Thirty-Eight and 00/100
Dollars ($205,638.00).
(3) For the period of July 1, 2023 through June 30, 2024, the amount of this
Agreement shall not exceed Two Hundred and Eight Thousand, Seven Hundred Twenty-Two and
00/100 Dollars ($208,722.00).
B. In the event COUNTY fails to comply with the performance standards identified
within this Agreement, CITY may begin to withhold Two Hundred Fifty and 00/100 Dollars ($250.00)
per day until such time as the non-compliance has been corrected to the satisfaction of the CITY Fire
Chief and the COUNTY EMS Director. CITY must provide COUNTY EMS Director with a written
notice of non-compliance. Said withholdings may begin thirty (30) days after receipt of notice if non -
compliance has not been cured.
C. Payments by CITY shall be paid in arrears, for services provided during the
preceding month, and payable within forty-five (45) days after receipt and verification by CITY of an
invoice from COUNTY accompanied by documentation reasonably requested by CITY evidencing all
COUNTY OF FRESNO
Fresno, CA
- 8 -
1
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
charges. All payments shall be remitted to COUNTY at the following address: County of Fresno,
Department of Public Health – Emergency Medical Services Division, P.O. Box 11867, Fresno,
California, 93775.
5. INVOICING
COUNTY shall invoice CITY monthly, addressed to City of Hanford Fire Dept, 350 W
Grangeville Blvd, Hanford, California 93230, Attention: Fire Chief.
6. INDEPENDENT CONTRACTOR:
In performance of the work, duties and obligations assumed by CITY under this
Agreement, it is mutually understood and agreed that CITY, including any and all of the CITY'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 venturer,
partner, or associate of the COUNTY. Furthermore, COUNTY shall have no right to control or
supervise or direct the manner or method by which CITY shall perform its work and function.
However, COUNTY shall retain the right to administer this Agreement so as to verify that CITY is
performing its obligations in accordance with the terms and conditions thereof.
CITY and COUNTY shall comply with all applicable provisions of law and the rules and
regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
Because of its status as an independent contractor, CITY shall have absolutely no right to
employment rights and benefits available to COUNTY employees. CITY shall be solely liable and
responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In
addition, CITY shall be solely responsible and save COUNTY harmless from all matters relating to
payment of CITY'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, CITY
may be providing services to others unrelated to the COUNTY or to this Agreement.
7. MODIFICATION
Any matters of this Agreement may be modified from time to time by the written
consent of all the Parties without, in any way, affecting the remainder.
///
COUNTY OF FRESNO
Fresno, CA
- 9 -
1
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
8. NON ASSIGNMENT
Neither Party shall assign, transfer or subcontract this Agreement nor their rights or duties
under this Agreement without the prior written consent of the other Party.
9. HOLD-HARMLESS
A. CITY agrees to indemnify, save, hold harmless, and at COUNTY’s request,
defend the COUNTY, its officers, agents, and employees, from any and all costs and expenses
(including attorneys’ fees and costs), damages, liabilities, claims, and losses occurring or resulting to
COUNTY in connection with the performance, or failure to perform, by CITY, including its officers,
agents, or employees under this Agreement, and from any and all costs and expenses (including
attorneys’ fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person,
firm, or corporation who may be injured or damaged by the performance, or failure to perform, of
CITY, including its officers, agents, or employees under this Agreement.
B. COUNTY agrees to indemnify, save, hold harmless, and at CITY’s request,
defend CITY, including its officers, agents, and employees from any and all costs and expenses
(including attorneys’ fees and costs), damages, liabilities, claims, and losses occurring or resulting to
CITY in connection with the performance, or failure to perform, by COUNTY, including its officers,
agents, or employees, or PROVIDER, under this Agreement, and from any and all costs and expenses
(including attorneys’ fees and costs), damages, liabilities, claims, and losses occurring or resulting to
any person, firm, or corporation who may be injured or damaged by the performance, or failure to
perform, of COUNTY, including its officers, agents, or employees, or PROVIDER under this
Agreement including, but not limited to, the COUNTY’s selection, configuration, installation, and
maintenance of all dispatching equipment, hardware, software, and other technologies, as well as the
operation of the COUNTY’s EMS Communication Center.
C. In the event of concurrent negligence on the part of COUNTY or any of its
officers, agents or employees, or PROVIDER, and of CITY or any of its officers, agents, or employees,
the liability for any and all such claims, demands and actions in law or equity for such costs and
expenses (including attorneys’ fees and costs), damages, and losses shall be apportioned under the State
of California’s theory of comparative negligence as presently established or as may be modified
COUNTY OF FRESNO
Fresno, CA
- 10 -
1
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
hereafter.
D. The provisions of this Section 9 shall survive termination of this Agreement.
10. INSURANCE
Without limiting the COUNTY's right to obtain indemnification from CITY or any third parties,
CITY, at its sole expense, shall maintain in full force and effect, the following insurance policies or a
program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers
Agreement (JPA) throughout the term of the Agreement:
A. Commercial General Liability
Commercial General Liability Insurance with limits of not less than Two Million Dollars
($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
liability or any other liability insurance deemed necessary because of the nature of this contract.
B. Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any
auto used in connection with this Agreement.
C. Professional Liability
Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per
occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. CITY agrees that it shall maintain,
at its sole expense, in full force and effect for a period of three (3) years following the termination of
this Agreement, one or more policies of professional liability insurance with limits of coverage as
specified herein.
D. Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California Labor Code.
E. Molestation
Sexual abuse/molestation liability insurance with limits of not less than One Million Dollars ($1,000,000.00) per
occurrence. Two Million Dollars ($2,000,000.00) annual aggregate. This policy shall be issued on a per
COUNTY OF FRESNO
Fresno, CA
-11 -
1
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
occurrence basis.
Additional Requirements Relating to Insurance
CITY shall obtain endorsements to the Commercial General Liability insurance naming the County
of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only
insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall
apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its
officers, agents and employees shall be excess only and not contributing with insurance provided under
CITY policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30)
days advance written notice given to COUNTY.
CITY hereby waives its right to recover from COUNTY, its officers, agents, and employees any
amounts paid by the policy of worker’s compensation insurance required by this Agreement. CITY is
solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such
waiver of subrogation, but CITY’s waiver of subrogation under this paragraph is effective whether or not
CITY obtains such an endorsement.
Within Thirty (30) days from the date CITY signs and executes this Agreement, CITY shall
provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as
required herein, to the County of Fresno, Attention Daniel Lynch, 1221 Fulton Street, Fresno, California
93721, stating that such insurance coverage have been obtained and are in full force; that the County of
Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that for
such worker’s compensation insurance the CITY has waived its right to recover from the COUNTY, its
officers, agents, and employees any amounts paid under the insurance policy and that waiver does not
invalidate the insurance policy; that such Commercial General Liability insurance names the County of
Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only
insofar as the operations under this Agreement are concerned; that such coverage for additional insured
shall apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its
officers, agents and employees, shall be excess only and not contributing with insurance provided under
CITY 's policies herein; and that this insurance shall not be cancelled or changed without a minimum of
thirty (30) days advance, written notice given to COUNTY.
COUNTY OF FRESNO
Fresno, CA
- 12 -
1
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
In the event CITY fails to keep in effect at all times insurance coverage as herein provided, the
COUNTY may, in addition to other remedies it may have, suspend or terminate this Agreement upon the
occurrence of such event.
All policies shall be issued by admitted insurers licensed to do business in the State of California,
and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A
FSC VII or better.
11. CONFIDENTIALITY
All services performed by COUNTY under this Agreement shall be in strict
conformance with all applicable Federal, State of California and/or local laws and regulations relating
to confidentiality.
12. NON-DISCRIMINATION
During the performance of this Agreement, the Parties 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 status or veteran status pursuant to all applicable State of California and Federal statutes and
regulations.
13. RECORDS
Each Party shall maintain its records in connection with the respective services and
obligations referred to under this Agreement. Such records must be maintained for a minimum of three
(3) years after the expiration or termination of this Agreement. The Party generating the records shall
maintain ownership of its records.
14. AUDITS AND INSPECTIONS
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 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 compliance with the terms
of this Agreement.
COUNTY OF FRESNO
Fresno, CA
- 13 -
1
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
The COUNTY is subject to the examination and audit of the State Auditor for a period
of three (3) years after final payment under contract under Government Code Section 8546.7.
15. PROVIDER
The Parties acknowledge that PROVIDER, or its replacement, if any during the term of
the PROVIDER Agreement, will carry out COUNTY’s provision of dispatching services herein. In the
event of any such replacement of PROVIDER, the replacement EMS Provider Agreement will be on
substantially the same terms as the EMS Provider Agreement to the extent that it concerns this
Agreement, as provided herein.
16. FORCE MAJEURE
A. If either party hereto is rendered unable, wholly or in part, by Force Majeure to
carry out its obligations under this Agreement, that party shall give to the other party hereto prompt
written notice of the Force Majeure with full particulars relating thereto. Thereupon, the obligations
of the party giving the notice, so far as they are affected by the Force Majeure, shall be suspended
during, but no longer than, the continuance of the Force Majeure, except for a reasonable time
thereafter required to resume performance.
B. During any period in which either party hereto is excused from performance by
reason of the occurrence of an event of Force Majeure, the party so excused shall promptly,
diligently, and in good faith take all reasonable action required in order for it to be able to promptly
commence or resume performance of its obligations under this Agreement. Without limiting the
generality of the foregoing, the party so excused from performance shall, during any such period of
Force Majeure, take all reasonable action necessary to terminate any temporary restraining order or
preliminary or permanent injunctions to enable it to so commence or resume performance of its
obligations under this Agreement.
C. The party whose performance is excused due to the occurrence of an event of
Force Majeure shall, during such period, keep the other party hereto notified of all such actions
required in order for it to be able to commence or resume performance of its obligations under this
Agreement.
D. “Force Majeure” is defined as an Act of God, act of public enemy, war, and
COUNTY OF FRESNO
Fresno, CA
- 14 -
1
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
other extraordinary causes not reasonably within the control of either of the parties hereto.
17. NOTICES
The persons having authority to give and receive notices under this Agreement and their
addresses include the following:
COUNTY CITY
Director, County of Fresno City of Hanford
Department of Public Health Attention: Fire Chief
P.O. Box 11867 350 W Grangeville Boulevard
Fresno, CA 93775 Hanford, CA 93230
All notices between the COUNTY and CITY provided for or permitted under this
Agreement must be in writing and delivered either by personal service, by first-class United States
mail, by an overnight commercial courier service, or by telephonic facsimile transmission. A notice
delivered by personal service is effective upon service to the recipient. A notice delivered by first-class
United States mail is effective three COUNTY business days after deposit in the United States mail,
postage prepaid, addressed to the recipient. A notice delivered by an overnight commercial courier
service is effective one COUNTY business day after deposit with the overnight commercial courier
service, delivery fees prepaid, with delivery instructions given for next day delivery, addressed to the
recipient. A notice delivered by telephonic facsimile is effective when transmission to the recipient is
completed (but, if such transmission is completed outside of COUNTY business hours, then such
delivery shall be deemed to be effective at the next beginning of a COUNTY business day), provided
that the sender maintains a machine record of the completed transmission. For all claims arising out of
or related to this Agreement, nothing in this section establishes, waives, or modifies any claims
presentation requirements or procedures provided by law, including but not limited to the Government
Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810).
18. GOVERNING LAW
The Parties agree, that for the purposes of venue, performance under this Agreement is
to be in Fresno County, California. The rights and obligations of the Parties and all interpretation and
performance of this Agreement shall be governed in all respects by the laws of the State of California.
///
COUNTY OF FRESNO
Fresno, CA
- 15 -
1
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
19. 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.
20. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties 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. 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.
21. 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, and nothing in this Agreement, expressly or
implied, confers on any third party any legal or equitable right, benefit, or remedy of any nature
whatsoever under or by reason of this Agreement.
///
///
///
///
///
///
///
///
///
///
///
///
///
1 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and
2 year first hereinabove written.
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
COUNTY OF FRESNO
Brian Pacheco, Chairman of the
Board of Supervisors of the County of Fresno
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
of the County of Fresno
By: __ ~~~~.....=;..--==-----
Deputy
Fund/Subclass: 000 l / l 0000
Organization: 56201693
Account: 5039
\
-16 -
CITY OF HANFORD:
Mailing Address:
Attention: Fire Chief
350 W Grangeville Blvd
Hanford, CA 93230
COllNn' Or 1--"RESNO
Fresno,CA
COUNTY OF FRESNO
Fresno, CA
SCHEDULE A
Payment Period Invoice Amount
1 Mar-2022 $9,803.32
2 Apr-2022 $16,883.56
3 May-2022 $16,883.56
4 Jun-2022 $16,883.56
5 Jul-2022 $17,136.50
6 Aug-2022 $17,136.50
7 Sep-2022 $17,136.50
8 Oct-2022 $17,136.50
9 Nov-2022 $17,136.50
10 Dec-2022 $17,136.50
11 Jan-2023 $17,136.50
12 Feb-2023 $17,136.50
13 Mar-2023 $17,136.50
14 Apr-2023 $17,136.50
15 May-2023 $17,136.50
16 Jun-2023 $17,136.50
17 Jul-2023 $17,393.50
18 Aug-2023 $17,393.50
19 Sep-2023 $17,393.50
20 Oct-2023 $17,393.50
21 Nov-2023 $17,393.50
22 Dec-2023 $17,393.50
23 Jan-2024 $17,393.50
24 Feb-2024 $17,393.50
25 Mar-2024 $17,393.50
26 Apr-2024 $17,393.50
27 May-2024 $17,393.50
28 Jun-2024 $17,393.50