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EMERGENCY MEDICAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 28th day of March,2017,by and between the
COUNTY OF FRESNO,a political subdivision of the State of California ,hereinafter referred to as
“COUNTY,”and,Mercy Air Service,Inc.,a California corporation and wholly owned subsidiary of
Air Methods Corporation,a Delaware corporation with its principal place of business located at 7301
S.Peoria Street,Englewood,CO 80112,hereinafter referred to as “CONTRACTOR.”
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WHEREAS,the COUNTY 'S Department of Public Health has been designated as the local
Emergency Medical Services (EMS)Agency of the County of Fresno pursuant to California Health
and Safety Code,section 1797.200;and
WHEREAS,CONTRACTOR desires to provide emergency air ambulance services to persons
needing such services within the boundaries of Fresno County;and
WHEREAS,CONTRACTOR desires to provide emergency air ambulance services pursuant to
the terms of this Agreement .
WHEREAS,the parties acknowledge that the COUNTY ’S Department of Public Health has been
designated as the Local EMS Agency of the COUNTY with the authority to plan,implement and
evaluate an emergency medical services system in Fresno County pursuant to California Health and
Safety Code,sections 1797.200 and 1797.204.
WHEREAS,the parties acknowledge that the Local EMS Agency has implemented EMS Policy
#200 (Authorization of Ambulance Provider Agencies in Fresno County ).
WHEREAS,the parties further acknowledge that the EMS Medical Director of the County of
Fresno Department of Public Health has the authority set forth in Health and Safety Code,section 1798.
NOW,THEREFORE ,the parties hereto agree as follows:
1.DUTIES OF CONTRACTOR
CONTRACTOR shall be responsible for furnishing services,equipment and materials,
as hereinafter set forth,in order to provide emergency medical services to persons in need thereof
within Fresno County.
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CONTRACTOR agrees that it shall operate its emergency medical care program in
conformity with the medical policies,procedures and standards issued and amended by the Local EMS
Agency (hereinafter collectively referred to as the "COUNTY EMS Policies and Procedures,’’and
individually referred to as an "EMS Policy #").
2.DUTIES OF COUNTY
A .Subject to Subsection 3.B.,below,COUNTY shall operate a central dispatching
facility and shall ,on a non -exclusive basis,immediately refer all calls for emergency air ambulance in
accordance with COUNTY EMS Policies and Procedures.
1 )COUNTY will assist CONTRACTOR in developing,implementing,and
maintaining an internal field supervision system to provide evaluation of CONTRACTOR’S personnel
providing service under this Agreement according to the standards established by COUNTY EMS
Policies and Procedures.
2 )COUNTY will do periodic and annual inspections of CONTRACTOR’S
emergency air ambulance services personnel certifications,records,aircraft,equipment,and facilities
required by law and this Agreement.However,COUNTY shall not be liable or responsible for the
upkeep,maintenance,organization ,suitability,or lack thereof,of such personnel certifications,
records ,aircraft ,equipment ,and facilities.
B.Notwithstanding the above,COUNTY is not restricted by reason of this
Agreement from entering into an agreement for services that are the same as or similar to these
provided by CONTRACTOR pursuant to this Agreement with an entity other than CONTRACTOR
for the provision of emergency medical services within the same geographic area.The parties
acknowledge that COUNTY may award the same or a similar agreement to other entities for the
provision of air ambulance services in Fresno County .COUNTY shall notify CONTRACTOR of any
other proposal to enter into such an agreement with any other entity prior to award of such agreement.
3.QUALIFICATION OF CONTRACTOR
CONTRACTOR shall at all times meet the requirements set forth by Federal.State and
local laws and regulations,including to.but not limited to regulations or guidelines issued by the
Federal Aviation Administration ,the Association of Air Medical Services (AAMS ).the State
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Department of Health ,the California Health and Safety Code,the California Code of Regulations,the
County Department of Public Health with respect to medical standards,and any other applicable
statute or regulation with respect to the services,equipment ,and materials,EMS aircraft operations
and maintenance,and qualifications of flight crew,which are the subject matter of this Agreement .In
the event of conflicting statutes or regulations ,the statute or regulation setting forth the most stringent
requirements shall be adhered to by CONTRACTOR .In the event of a conflict between the terms of
this Agreement and any resolution or regulation of the COUNTY ,the terms of this Agreement shall
prevail .
4 .AREA SERVED
CONTRACTOR shall provide emergency air ambulance services,on a non -exclusive
basis,upon dispatch by COUNTY and upon direct call to CONTRACTOR to any location or incident
in accordance with COUNTY EMS Policies and Procedures.In addition ,upon request of the
COUNTY 'S EMS Communications Center ,or other appropriate dispatching/requesting agency (as
defined by COUNTY EMS Policies and Procedures ),CONTRACTOR shall ,to the extent consistent
with its primary responsibility to provide emergency air ambulance services on a non -exclusive basis,
render all reasonable prehospital "mutual aid"to those providers of emergency medical services
operating within the adjacent areas in order to ensure that timely emergency medical services are
rendered to persons in need of such services within those areas.
5.SERVICES TO BE PROVIDED AND PERFORMANCE STANDARDS
A .CONTRACTOR shall provide appropriate aircraft (air ambulance ),pilot ,flight
crew ,including appropriately licensed medical attendants,and medical equipment and personnel ,as
set forth in this Agreement ,in order to furnish "Advanced Life Support"(ALS )and "Basic Life
Support"(BLS )services to persons within the area defined above on a non -exclusive,on-call basis,
twenty -four (24 )hours per day.seven (7 )days per week .
Should CONTRACTOR be unable to operate or provide emergency air
ambulance services due to weather conditions,mechanical problems,or required maintenance.
CONTRACTOR shall immediately notify the COUNTY 'S EMS Communications Center.If possible.
CONTRACTOR shall provide the COUNTY 'S EMS Communications Center with advanced notice of
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the unavailability of air ambulance services if said services will be unavailable for periods of time in
excess of eight (8 )consecutive hours .CONTRACTOR shall provide COUNTY with monthly and
annual reports detailing service unavailability due to reasons other than commitment to other calls for
service .
"Advanced Life Support"services shall mean special services designed to
provide definitive emergency medical care,including ,but not limited to,cardiopulmonary
resuscitation ,cardiac monitoring,cardiac defibrillation ,advanced airway management ,intravenous
therapy ,administration of specified drugs and other medical preparations,and other specified
techniques and procedures administered by authorized personnel under direct supervision of a base
station hospital or according to approved written protocols.
"Basic Life Support"services shall mean emergency first aid and
cardiopulmonary resuscitation procedures which ,as a minimum ,includes recognizing respiratory and
cardiac arrest and starting the proper application of cardiopulmonary resuscitation to maintain life
without invasive techniques until the patient may be transported or until advanced life support is
available .
B .CONTRACTOR shall adhere to the following standards of performance:
1 )For air ambulance service calls,which qualify for such service in the
COUNTY EMS Policies and Procedures,CONTRACTOR shall immediately dispatch air ambulances
to incidents w ith exception of weather conditions deemed by the pilot to be inappropriate for flying.
2 )CONTRACTOR shall at all times maintain as a minimum ,two (2 )
persons who have appropriate medical training and licensure.At a minimum ,the flight crew shall
consist of two (2 )Emergency Medical Technician Paramedics ("EMT-P").as those terms are defined
in the California Health and Safety Code and the California Code of Regulations,on the primary unit
responding to emergency medical services calls.On the primary air ambulance responding to an
emergency medical services call .CONTRACTOR may replace paramedic personnel with personnel
certified and licensed as an Registered Nurse/Flight Nurse or physician/flight physician,as those terms
are defined in Federal and State law and regulation.Association of Air Medical Services (AAMS ).
COUNTY EMS Policies and Procedures ,and COUNTY ordinance code and regulations .Should
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CONTRACTOR be unable to operate or provide emergency air ambulance services for any of the
reasons authorized by Paragraph 6 A .of this Agreement ,a backup or secondary responding air
ambulance shall be provided ,when available.Such backup or secondary responding air ambulance
shall be staffed with a minimum of one (1 )EMT-P in a manner consistent with State and local
standards for an "Advanced Life Support Rescue Aircraft .'*
3 )CONTRACTOR shall make (and shall maintain for 180 days)a tape
recorded copy of all requests for medical aid through the designated public service answering point.
4 )CONTRACTOR shall ,consistent with COUNTY EMS Policies and
Procedures,develop,collect ,maintain and transmit to COUNTY data regarding its delivery of services
hereunder.
5 )CONTRACTOR shall notify the COUNTY’S EMS Communications
Center immediately upon receipt of calls for medical aid and /or transportation .
6 )CONTRACTOR shall make and maintain radio contact with the
COUNTY EMS Med -Net System for the purpose of tracking and data collection.
7 )CONTRACTOR agrees to provide an internal quality improvement
program ,which adheres to the COUNTY EMS policies and procedures.
8 )CONTRACTOR shall supply a Phy sician Medical Director who shall be
responsible for medical control and quality assurance of its helicopter program and who shall report
directly to the COUNTY’S Emergency Medical Services Medical Director .
9 )CONTRACTOR shall develop and implement written operational
policies and procedures which are subject to the review and approval of the EMS Agency and
consistent with the standards recommended by AAMS and Federal Aviation Administration .
10 )CONTRACTOR shall provide safety training to all crew members as
recommended by AAMS.The safety training curriculum shall be subject to the review and approval
of the EMS Agency.
11 )CONTRACTOR shall provide training in aeromedical transportation to
all crew members.Such training shall meet the requirements of Title 22 of the California Code of
Regulations,and the recommendations of AAMS.
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12 )CONTRACTOR shall provide all pilots with an orientation on the
COUNTY EMS System.This program shall be subject to the review and approval of the EMS
Agency.
13 )CONTRACTOR shall provide an orientation in aircraft safety and
operation to requesting Fresno County prehospital first responders and /or ambulance agencies,and to
EMS training programs conducted by the EMS Agency .
6 .EQUIPMENT AND PERSONNEL
CONTRACTOR shall furnish,operate,maintain and replace,as necessary,any and all
items of equipment ,apparatus and supplies,whether real ,personal ,or otherwise,and qualified
personnel as may be necessary to fulfill its obligations under this Agreement .As between the
COUNTY and CONTRACTOR ,title to all such equipment ,apparatus and supplies furnished by
CONTRACTOR ,shall remain at all times in CONTRACTOR ,and personnel assigned to the
performance of this Agreement are and shall remain employees or contractors of the CONTRACTOR .
7.INDEPENDENT CONTRACTOR
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
the 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 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 CONTRACTOR shall perform its
work and function.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 the
subject thereof.
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
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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 the COUNTY or to this Agreement .
8.CONSIDERATION
In consideration for the services,equipment ,and materials furnished by the
CONTRACTOR under this Agreement.CONTRACTOR agrees to accept as full compensation
therefor the authorization to provide emergency medical services under this Agreement ,and any
amounts received by CONTRACTOR from fee for service billing.The parties further agree that the
compensation received by CONTRACTOR for fee for service billing shall constitute full payment for
the services,equipment and materials rendered by CONTRACTOR pursuant to this Agreement and
that COUNTY shall have no obligation in connection therewith.In addition ,the parties agree that the
compensation stated above is inclusive of and fulfills any and all obligations COUNTY may have
presently or at anytime during the term of this Agreement to compensate,reimburse or otherwise pay
CONTRACTOR for emergency medical services provided by CONTRACTOR to medically indigent
patients.
9 .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.
10.NON -ASSIGNMENT
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;provided ,however,that the
parties agree that CONTRACTOR may subcontract its clinical crew obligations to K .W .P.H.Enterprises,a
California corporation d /b/a American Ambulance.
11 .AUDITING
Subject to any and all applicable laws.COUNTY 'S Auditor-Controller/Treasurer -Tax
Collector shall have the right to review any and all books,accounts,financial and accounting records.
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bills and the like of CONTRACTOR relating to services provided under this Agreement .
CONTRACTOR shall retain and make available for inspection by COUNTY 'S Auditor-
Controller /Treasurer-Tax Collector for at least a three (3 )year period from final payment under this
Agreement,all of the documents and records described above.
12.NOTICES
The persons and their addresses having authority to give and receive notices under this
Agreement include the following:
COUNTY
COUNTY OF FRESNO
Department of Public Health
P.O.Box 11867
Fresno,CA 93775
CONTRACTOR
Air Methods Corporation
7301 S.Peoria Street
Emilewood.CO 80112
Attn:Vice President,Pac West Region
All notices between the COUNTY and CONTRACTOR 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 wfien 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 ).
13.INSURANCE
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A.Without limiting the COUNTY’S right to obtain indemnification from
CONTRACTOR or any third parties,subject to the CONTRACTOR’S right to seek subrogation for
indemnification paid to COUNTY under this Agreement and to the extent such indemnification is paid
pursuant to this paragraph,CONTRACTOR ,at its sole expense,shall maintain or cause to be
maintained in full force and effect the following insurance policies throughout the term of this
Agreement :
1 )Combined aircraft liability,bodily injury and property damage liability
insurance aggregate in an amount of not less than Twenty Million Dollars ($20,000,000 )in coverage
for each occurrence;and
2)Commercial General Liability Insurance with limits of not less than
Twenty Million Dollars ($20,000 ,000 )per occurrence and an annual aggregate of Twenty Million
Dollars ($20,000 ,000 ).This policy shall be issued on a per occurrence basis.COUNTY may require
specific coverage including completed operations,product liability ,contractual liability,Explosion ,
Collapse,and Underground (XCU ),fire legal liability or any other liability insurance deemed
necessary because of the nature of the Agreement;and
3)If CONTRACTOR employs licensed professional staff,(e.g.,Ph.D.,R.N .,
L .C.S.W.,M.F.C .C.)in providing services,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.
4)Comprehensive Automobile Liability Insurance with limits for bodily
injury of not less than Two Hundred Fifty Thousand Dollars ($250,000)per person,Five Hundred
Thousand Dollars ($500,000 )per accident and for property damages of not less than Fifty Thousand
Dollars ($50,000),or such coverage with a combined single limit of Five Hundred Thousand Dollars
($500,000 ).Coverage should include owned and non-owned vehicles used in connection with this
Agreement ;and
5 )Workers Compensation insurance for any and all of CONTRACTOR ’S
employees who will be assigned to the performance of this Agreement by CONTRACTOR in
accordance with the California Labor Code.
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B .Such insurance policies shall name the COUNTY ,its officers,agents,
employees,local EMS Agency ,and EMS Medical Director(s ),individually and collectively ,as
additional insured (except Workers Compensation Insurance ),but only insofar as the operations under
this contract are concerned .Such coverage for additional insured shall apply as primary insurance and
any other insurance,or self-insurance,maintained by the COUNTY,its officers,agents,employees,
local EMS Agency ,and EMS Medical Director(s ),shall be excess only and not contributing with
insurance provided under the CONTRACTOR ’S policies herein.This insurance shall not be cancelled
or changed to restrict coverage without a minimum of thirty (30 )days 'advanced ,written notice given
to COUNTY.
C.Prior to the commencement or performing its obligations under this Agreement
(and annually thereafter from such date ).CONTRACTOR shall provide certificates of insurance on
the foregoing policies as required herein ,to the County of Fresno,Department of Public Health ,P.O.
Box 11867,Fresno ,California 93775 ,Attention :Contracts Section -6th Floor,stating that such
insurance coverages have been obtained and are in full force;that the COUNTY,its officers,agents,
employees,local EMS Agency ,and EMS Medical Director(s ).individually and collectively ,shall be
named as additional insured (except Worker Compensation Insurance ),but only insofar as the
operations under this contract are concerned ;that such coverage for additional insured shall apply as
primary insurance and any other insurance,or self -insurance,maintained by the COUNTY,its
officers,agents,employees,local EMS Agency,and EMS Medical Director(s )shall be excess only
and not contributing with insurance provided under the CONTRACTOR’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.
D.CONTRACTOR may self-insure such of those risks as are identified in
Subparagraph 1 l .A .l .of this Agreement with the RMA Program or Self-Insurance plans,provided
however,that:
1 )The COUNTY ,its officers,agents,employees,local EMS Agency,
and EMS Medical Director(s ),individually and collectively,shall be named as additional insured
(except the Workers Compensation Insurance Policy ),on CONTRACTOR 'S RMA Program or Self-
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Insurance plans,but only insofar as the operations under this Agreement are concerned ;
2 )Such RMA Program or Self-Insurance plans shall be reviewed and
approved by COUNTY'S Risk Manager,which such approval shall be given prior to the
commencement of CONTRACTOR 'S obligations under this Agreement ;and
3 )All those provisions identified in Subparagraphs 1 l .B and 1 l .C .of
this Agreement concerning the relationship of CONTRACTOR’S primary insurance and COUNTY 'S
excess insurance or self-insurance to each other,the requirement of CONTRACTOR delivering a
certificate of insurance to COUNTY,and the cancellation/change of insurance requirements shall
apply to such RMA Program or Self-Insurance plans as though such RMA Program or Self-Insurance
plans were such insurance policies .
4 )All policies shall be with admitted insurers licensed to do business in
the State of California.Insurance purchased shall be from companies possessing a current A.M.Best,
Inc.rating of A FSC VII or better.
E.In the event CONTRACTOR fails to keep in effect at all times insurance
coverage or RMA Program or Self-insurance plans 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 .
The insurance requirements of this Section 11 shall apply to CONTRACTOR 'S
personnel during their performance of any activity which is the subject of this Agreement,or any
amendment hereto,including,but not limited to,their participation in clinical education programs and
prehospital experience while assigned to a separate paramedic ground ambulance provider.
14.INDEMNITY AND HOLD HARMLESS
A .CONTRACTOR agrees to protect ,defend ,indemnify and hold harmless
COUNTY ,its elective and appointive boards,officers,agents,employees,local EMS Agency ,and
EMS Medical Director(s ),from any and all claims,suits,liabilities,expenses,costs,damages,and
judgments of any nature,including reasonable attorney fees and court costs,for injury to.and death of,
any person,and for injury to any property,including consequential damages of any nature resulting
therefrom ,arising out of,or in any way connected with any acts or omissions by.or on behalf of
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CONTRACTOR,its officers,employees,agents or contractors in performing or failing to perform any
services or functions provided for or referred to or in any way connected with any work,services,or
functions to be performed by CONTRACTOR ,its officers,employees,agents,or contractors under
this Agreement.The foregoing clause shall in no way obligate CONTRACTOR to provide such
protection,indemnification ,or defense to the extent of acts or omissions by the COUNTY,its officers,
employees,agents,or contractors .
COUNTY agrees to protect ,defend ,indemnify and hold harmless CONTRACTOR ,its elective
and appointive boards,officers,agents and employees from any and all claims,suits,liabilities,
expenses,costs,damages,and judgments of any nature,including reasonable attorney fees and court
costs,for injury to,and death of ,any persons,and for injury to any property ,including consequential
damages of any nature resulting therefrom ,arising out of,or in any way connected with the acts or
omissions by ,or on behalf of COUNTY ,its officers,employees,agents or contractors in performing or
failing to perform any services or functions provided for or referred to or in any way connective with
any work,services,or functions to be performed by COUNTY ,its officers,employees,agents or
contractors under this Agreement .The foregoing clause shall in no way obligate the COUNTY to
provide such protection,indemnification or defense to the extent of acts or omissions by the
CONTRACTOR ,its officers,employees,agents or contractors.
15.TERM OF AGREEMENT
This Agreement shall become effective on the 1 st day of April,2017,and shall terminate
on the 31 st day of March,2019.
16 .TERMINATION OF AGREEMENT
Either party hereto may terminate this Agreement at any time without cause upon ninety
(90 )days written notice to the other party .Prior to giving such notice,the terminating party shall
notify the other party of its intention to terminate and shall allow the other party an opportunity to
appear before the COUNTY'S Board of Supervisors or CONTRACTOR ’S President concerning such
notice of termination .
The terms of this Agreement ,and the services to be provided thereunder,are contingent
on the approval of funds by the COUNTY 'S Board of Supervisors solely for the COUNTY 'S
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Emergency Medical Services program .Should sufficient funds not be allocated by COUNTY ,the
services provided may be modified ,or this Agreement terminated at any time by COUNTY giving the
CONTRACTOR thirty (30 )days advance written notice.The foregoing provisions of this paragraph
shall not be construed or implied as providing for any monetary compensation payable by COUNTY
to CONTRACTOR .
The terms of this Agreement,and the services to be provided hereunder,are contingent
on consummation of CONTRACTOR 'S asset purchase transaction from ROAM,a California general
partnership,for the SkyLife program assets.Should the transaction not be consummated,
CONTRACTOR shall promptly provide written notice to COUNTY and this Agreement shall
terminate upon COUNTY 'S receipt of such notice.
Either party hereto may terminate this Agreement at any time for cause for the other
party’s material breach of its obligations affecting the public health and safety if not less than ten (10 )
days advance,written notice has been given to the other party and such breach remains uncured .The
party receiving said notice may respond to said notice and any charges contained therein within the ten
(10 )day period .
In the event of termination ,each party shall be responsible for complying with all laws
applicable to them,if any,respecting reduction or termination of medical services.
17.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 obligation 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
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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.
18.GOVERNING LAW
Venue for any action arising out of or relating to this Agreement shall only 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.
19 .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 the 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 reference,and submitting it to the COUNTY prior to commencing with the
self-dealing transaction or immediately thereafter.
20.SEVERABILITY
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-COUNTY OF FRESNO
Fresno ,CA
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The provisions of this Agreement are severable.The invalidity or unenforceability of
any one provision in the Agreement shall not affect the other provisions .
21 .ENTIRE AGREEMENT
The parties agree that all of the terms of this Agreement shall be binding upon them,and
their successors-in-interest ,assigns and legal representatives,and that together these terms constitute
the entire agreement of the parties with respect to the subject matter hereof.This Agreement
supersedes all previous negotiations,proposals,commitments,writings,understandings and
agreements of any nature whatsoever concerning the subject matter hereof unless expressly included
in this Agreement.No variation or modification of this Agreement and no waiver of any of its
provisions or conditions shall be valid unless in writing and signed by an authorized agent or officer of
the parties .This Agreement may not be assigned by CONTRACTOR or COUNTY without the
written consent of the other party.CONTRACT OR shall not delegate,subcontract,assign,or transfer
any of its duties hereunder without the written consent of the COUNTY,except as provided for in
Section 10 above.
Ill
III
III
III
III
15 COUNTY OF FRESNO
Fresno ,CA
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
2 first hereinabove written.
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CONTRACTOR:
Date:_.::...(J......:.:J-_I_t_t/_~_;;d_t_? __ _
By:.~ctft~~=--~----
-J, .,j . ~·
Print Name:._"'-/-=--_W_~ ____ _
Title: v,fJ
Date: __ IJ_:~:__/_t_D_~_.;&~ __ /_7 __
16
COUNTY OF FRESNO
By: IL~
Chairman, Board of Supervisors
Date: 'n\tu.cJ. 11 eoa'1
.;. '
BERNICE E. SEIDEL, Clerk
Board of Supervisors
PLEASE SEE ADDITIONAL
SIGNATURE PAGE ATTACHED
COUNTY OF FRESNO
Fresno, CA
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AGREEMENT BETWEEN COUNTY OF FRESNO AND
AIR METHODS CORPORATION
APPROVED AS TO LEGAL FORM :
DANIEL C.CEDERBORG,COUNTY COUNSEL
APPROVED AS TO ACCOUNTING FORM:
OSCAR J .GARCIA,C.P.A.,AUDITOR-CONTROLLER/
TREASURER-TAX COLLECTOR
By jf
REVIEWED AND RECOMMENDED FOR APPROVAL:
David Pomaville,M.B.A.,R.E.H.S.
Director
Department of Public Health
Fund/Subclass:0001 /10000
Organization #:56201695
Account #:7295
17 COUNTY OF FRESNO
Fresno,CA
Exhibit A
Page 1 of 2
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).
Exhibit A
Page 2 of 2
(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: