HomeMy WebLinkAboutAgreement A-22-045 w KWPH Enterprises dba American Ambulance.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 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.”
W I 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 and Advanced Life Support (Paramedic) Ambulance
Service dated May 16, 2017 (COUNTY Agreement No. 17-218, the “EMS PROVIDER Agreement”),
including amendments, by and between COUNTY and PROVIDER; and
WHEREAS, City of Hanford (“CITY”) desires 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 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 CITY; and
WHEREAS, CITY and COUNTY intend to enter into an agreement for 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:
\\\
Agreement No. 22-045
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
1.SERVICES
A.Subject to CITY timely paying COUNTY for FIRE Dispatching Services (as
defined in Section 4. of the CITY-COUNTY Agreement) under the CITY-COUNTY Agreement:
(1)COUNTY shall obtain and maintain dispatching equipment, hardware,
software (including software licenses), and other technologies, which will be utilized for the triage and
entry of information for FIRE Dispatching Services in COUNTY’s EMS Communications Center
computer aided dispatch (“CAD”) system, in connection with CONTRACTOR’s performance of FIRE
Dispatching Services under this Agreement; and
(2)COUNTY shall be responsible for selection, configuration, installation,
and maintenance of all dispatching equipment, hardware, software and other technologies associated
with this Agreement. All dispatching equipment, hardware, software (including software licenses), and
other technologies purchased and/or obtained through this Agreement shall be the sole property of
COUNTY.
(3)CONTRACTOR shall provide FIRE Dispatching Services requiring
responses by CITY fire apparatuses as follows:
(a)CONTRACTOR shall provide all FIRE Dispatching Services in
accordance with CITY Fire Policies and Procedures (“CITY’s Policies and Procedures”), which shall
be approved by COUNTY’s EMS Director, or designee (the “COUNTY’s Representative”).
(b)CONTRACTOR shall dispatch fire apparatuses through CITY’s
radios and electronic communications, and in accordance with CITY’s Policies and Procedures
approved by COUNTY’s Representative.
(c)CONTRACTOR shall provide pre-arrival instructions to callers
requesting fire suppression service responses in accordance with CITY’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
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
with CITY’s Policies and Procedures approved by COUNTY’s Representative.
(e) CONTRACTOR shall track all activity of CITY’s fire 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 chief officers and
duty officers as needed for applicable emergency incidents using phone, email, text or other
contemporary method of messaging according to dispatch policy.
(h) CONTRACTOR shall provide a radio operator to dispatch
CITY’s fire 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. Under this agreement,
CONTRACTOR will be compensated by COUNTY for CITY’s prorated cost of share of a dedicated
radio operator to CITY’S radio channel for twenty-four (24) consecutive hours each day. The intent of
this Agreement and the CITY-COUNTY Agreement is to combine dispatch services of CITY FIRE
with dispatch services of another fire department to create a dedicated 24-hour radio operator that is
committed to both departments. In the event that CITY or other department no longer desires this
arrangement, the compensation listed in Schedule A of this Agreement shall be renegotiated to reflect
the cost of services based on the CITY’s new prorated cost share.
(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.
(j) 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 of CITY’s
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
Policies and Procedures (approved by COUNTY’s Representative, as provided herein) for all dispatch
staff, and shall provide for training and continuing education of dispatch staff as needed.
(l) It is the intent of both parties to achieve the recommendations
outlined in the National Fire Protection Association (“NFPA”) Standard 1221for 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.
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.
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 through the COUNTY’s EMS Communications
Center. Notwithstanding anything stated to the contrary herein, CONTRACTOR covenants, warrants,
and represents to COUNTY that (i) any funds that COUNTY may pay to CONTRACTOR, or that
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
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 (ii) 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).
C. 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 CITY 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
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. Notwithstanding anything stated to the contrary herein, this Agreement shall
automatically terminate on any earlier date that the CITY-COUNTY Agreement terminates.
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
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
cause for the other party’s material breach of its obligations herein if not less than seven (7) days
advance written notice has been given to the other party and such breach remains uncured within that
seven (7) day period. The party receiving such notice may respond to said notice and any charges
contained therein within that seven (7) day period. A “Material Breach” by CONTRACTOR, as that
term is defined by and used in the EMS PROVIDER Agreement, also shall be deemed to be a material
breach by CONTRACTOR under this Agreement. Any notice by COUNTY to CONTRACTOR of
CONTRACTOR’s Material Breach under the EMS Provider Agreement shall satisfy the requirement of
COUNTY giving notice to CONTRACTOR of a material breach under this Agreement without the
necessity of such notice referring to CONTRACTOR’s performance under this Agreement.
D. COUNTY shall compensate or provide funding to CONTRACTOR for any
services performed under this Agreement prior to any termination of this Agreement.
4. COMPENSATION FOR SERVICES
A. For CONTRACTOR’s performance of CITY FIRE Dispatching Services herein,
COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive compensation
pursuant to Schedule A, attached hereto and incorporated herein by this reference. The maximum
total annual compensation for CONTRACTOR’S performance of CITY FIRE Dispatching Services
under this Agreement is as follows:
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
(1)For the period of March 14, 2022 through June 30, 2022, the amount of
this Agreement shall not exceed Fifty-Nine Thousand, One Hundred Fifty-Four and 00/100 Dollars
($59,154.00).
(2)For the period of July 1, 2022 through June 30, 2023, the amount of this
Agreement shall not exceed Two Hundred One Thousand, Two Hundred Forty and 00/100 Dollars
($201,240.00).
(3)For the period of July 1, 2023 through June 30, 2024, the amount of this
Agreement shall not exceed Two Hundred Four Thousand, Two Hundred Eighty-Two and 00/100
Dollars ($204,282.00).
B.In the event CONTRACTOR fails to comply with the performance standards
identified within this Agreement, COUNTY may begin to withhold Two Hundred Fifty and No/100
Dollars ($250.00) per day until such time as the non-compliance has been corrected to the satisfaction
of the COUNTY EMS Director and the CONTRACTOR’s President. COUNTY must provide
CONTRACTOR’s President 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.COUNTY’s obligation to compensate CONTRACTOR herein is subject to
COUNTY receiving sufficient and timely payments of funds from CITY under the CITY-COUNTY
Agreement. Subject to the foregoing sentence, COUNTY, promptly following COUNTY’s receipt of
such CITY funds, shall pay CONTRACTOR no later than the fifteenth (15th) day of the month in
which the services are provided by CONTRACTOR without the necessity of CONTRACTOR
submitting invoices to COUNTY. All payments shall be remitted to CONTRACTOR at the following
address: American Ambulance, 2911 East Tulare Street, Fresno, CA 93721.
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
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
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 CITY’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 of law 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
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
request, defend COUNTY and CITY, including their respective 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 or CITY (as applicable) in connection with the performance,
or failure to perform, by CONTRACTOR, 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 CONTRACTOR, including its
officers, agents, or employees under this Agreement.
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
B. This Section 7 shall survive termination or expiration of this Agreement.
8. INSURANCE
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 provisions 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 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 shall be in strict
conformance with all applicable Federal, State of California and/or local laws and regulations relating
to confidentiality.
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
respective services referred to under this Agreement. CONTRACTOR’s books, accounts and records
of such services shall be kept separate and apart from CONTRACTOR’s other books, accounts and
records of services kept in connection with the EMS PROVIDER Agreement, and any other agreement
entered into or approved by COUNTY. All of such CONTRACTOR’s books, accounts, and records
shall be prepared and kept by CONTRACTOR in an organized manner that facilitates an efficient
review of the costs incurred and funds received in order to give COUNTY a complete and clear
understanding of the accounting thereof. All of such CONTRACTOR’s books, accounts and records
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
shall be subject to public disclosure as provided in the EMS PROVIDER Agreement (including any
future amendments thereto), which shall and will be incorporated herein by this reference, as though
each and every of such terms are set forth herein below.
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 A
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
///
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
Auditor for a period of three (3) years after final payment under contract (Government Code Section
8546.7).
14. 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
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 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
COUNTY CONTRACTOR
Director, County of Fresno American Ambulance
Department of Public Health Attn: President
P.O. Box 11867 2911 East Tulare Street
Fresno, CA 93775 Fresno, CA 93721
B. Any and all notices between COUNTY and CONTRACTOR provided for or
permitted under this Agreement or by law shall be in writing and shall be deemed duly served when
personally delivered to one of the parties hereto, or in lieu of such personal service, when deposited in
the United States Mail, postage prepaid, addressed to such party, except for notices of termination,
which are effective upon receipt. Notices under this Agreement are not modifications to this
Agreement.
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.
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
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.
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
2 year first hereinabo ve wri tten.
3
4 CONTRACTOR
5
6
7
8
9
10
11
12
13
14
1 5
l6
i. 7
18
19
20
21
22
23
24
25
26
27
28
K.W .P.H . ENTERPRISES, dba
AME 7~ULANCE
"~ President. K.W.P.H. Enterprises
\o d ~ '\}°=-\f-t ~ ,\
Print Name
o\b ~/w22=
Date
~-)
Chief Financial Officer o r C orporate
Secretary to K .W.P .H. Enterprises
d.b .a . American Ambulance.
a California Corporation
Print Name
0\/\3/W22-
Date
Fund/Subclass:
Organization #:
Account#:
0001 /10000
56201693
7295
COUNTY OF FRESNO
Brian Pacheco, Chairman of the Board
of Supervisors of th e County of Fresno
ATTEST:
Bernice E. Seidel
Clerk of the Board of S uperv isors
County of Fres no . S tate of California
By: ~
Deputy
-:~ -('( ll ''\ I Y 01· l ·Rl '.:-.'\O
J-n.:~n c •, <: \
Schedule A
Payment Period Invoice Amount
1 Mar-2022 $9,592.50
2 Apr-2022 $16,520.50
3 May-2022 $16,520.50
4 Jun-2022 $16,520.50
5 Jul-2022 $16,770.00
6 Aug-2022 $16,770.00
7 Sep-2022 $16,770.00
8 Oct-2022 $16,770.00
9 Nov-2022 $16,770.00
10 Dec-2022 $16,770.00
11 Jan-2023 $16,770.00
12 Feb-2023 $16,770.00
13 Mar-2023 $16,770.00
14 Apr-2023 $16,770.00
15 May-2023 $16,770.00
16 Jun-2023 $16,770.00
17 Jul-2023 $17,023.50
18 Aug-2023 $17,023.50
19 Sep-2023 $17,023.50
20 Oct-2023 $17,023.50
21 Nov-2023 $17,023.50
22 Dec-2023 $17,023.50
23 Jan-2024 $17,023.50
24 Feb-2024 $17,023.50
25 Mar-2024 $17,023.50
26 Apr-2024 $17,023.50
27 May-2024 $17,023.50
28 Jun-2024 $17,023.50
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 t o 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 materia l 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; a nd
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).
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: