HomeMy WebLinkAboutCentral California Faculty Medical Group Inc.-Medical Director Services for the CCEMSA_A-23-251.pdf c°U Y Count of Fresno Hall of Records, Room 301
2281 Tulare Street
Fresno,California
Board of Supervisors 93721-2198
O 1836 O Telephone:(559)600-3529
PR-ft Minute Order Toll Free: 1-800-742-1011
www.co.fresno.ca.us
June 6, 2023
Present: 5- Supervisor Steve Brandau,Vice Chairman Nathan Magsig,Supervisor Buddy Mendes,
Supervisor Brian Pacheco,and Chairman Sal Quintero
Agenda No. 41. Public Health File ID: 23-0385
Re: Make a finding that it is in the best interest of the County to suspend the competitive bidding process
consistent with Administrative Policy No. 34 for unusual or extraordinary circumstances as the Central
California Faculty Medical Group, Inc.was the only qualified vendor to respond to Letter of Intent
23-013;Approve and authorize the Chairman to execute an Agreement with Central California Faculty
Medical Group, Inc.,for medical director services for the Central California Emergency Medical
Services Agency, effective July 1,2023, not to exceed five consecutive years,which includes a
three-year base contract and two optional one-year extensions,total not to exceed$431,352
APPROVED AS RECOMMENDED
Ayes: 5- Brandau, Magsig, Mendes, Pacheco,and Quintero
Agreement No. 23-251
County of Fresno Page 41
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Board Agenda
oa d Item 41
O 1856 O
FRES�
DATE: June 6, 2023
TO: Board of Supervisors
SUBMITTED BY: David Luchini, RN, PHN, Director, Department of Public Health
SUBJECT: Agreement with Central California Faculty Medical Group
RECOMMENDED ACTION(S):
1. Make a finding that it is in the best interest of the County to suspend the competitive
bidding process consistent with Administrative Policy No. 34 for unusual or extraordinary
circumstances as the Central California Faculty Medical Group, Inc.was the only qualified
vendor to respond to Letter of Intent 23-013.
2. Approve and authorize the Chairman to execute an Agreement with Central California
Faculty Medical Group, Inc.,for medical director services for the Central California
Emergency Medical Services Agency, effective July 1, 2023, not to exceed five consecutive
years,which includes a three-year base contract and two optional one-year extensions,total
not to exceed $431,352.
There is no additional Net County Cost associated with the recommended actions. Approval of the
recommended actions will provide the required Medical Director Services for the local Emergency Medical
Services (EMS)agency pursuant to California Health and Safety Code, section 1797.202. The
recommended agreement will be funded with California Emergency Medical Services Authority(EMSA)
regional EMS monies and training revenue, with no Net County Cost. This item is countywide.
ALTERNATIVE ACTION(S):
There are no viable alternative actions. Should your Board not approve the recommended actions, the
medical director services for the Central California Emergency Medical Services Agency(CCEMSA)will not
be provided, and the County would be out of compliance with the Health and Safety Code.
SUSPENSION OF COMPETITION/SOLE SOURCE CONTRACT:
The Department's request to suspend the competitive bidding process is consistent with the Administrative
Policy No. 34 as Central California Faculty Medical Group (CCFMG)was the only qualified bidder to respond
to the Letter of Intent(LOI)23-013, which was issued through the County's Public Purchase website. One
other bidder was deemed to not be qualified for the requested services, as they were a temporary staffing
agency and had little to no local presence in the Central Valley. The Internal Services Department
Purchasing Division concurs with the Department's request to suspend the competitive bidding process.
FISCAL IMPACT:
There is no increase in Net County Cost associated with the recommended actions. The maximum
compensation is $431,352 for the term of the agreement and will be funded with EMSA regional EMS funds.
Sufficient appropriations and estimated revenues will be included in the Department's Org 5620 FY 2023-24
County of Fresno page I File Number:23-0385
File Number:23-0385
Recommended Budget and in future budget requests for the contract term's duration.
DISCUSSION:
California Health and Safety Code, section 1797.202 requires that each county have a full-or part-time
licensed physician and surgeon as medical director with substantial experience in the practice of emergency
medicine, to provide medical control and to assure medical accountability throughout the planning,
implementation and evaluation of the EMS System.
On November 8, 2022, the County's Internal Services Department- Purchasing Division issued LOI 23-013
for the provision of EMS Medical Director Services. The LOI closed on November 22, 2022, with two letters
of interest received. CCFMG was determined to be the only acceptable vendor who responded to the LOI.
The other response was from a locum tenens agency based in Alpharetta, Georgia, with little to no presence
in the Central Valley.The Purchasing Division agreed that CCFMG was the only acceptable vendor to
provide a letter of interest.
CCFMG physicians are uniquely qualified to provide the services needed due to their highly specialized
expertise and extensive experience and training in emergency medicine, which is necessary to address
issues that occur in a modern high-performance EMS System. They are resident-trained and board-certified
emergency physicians. The recommended agreement will enable CCFMG to provide medical director
services for CCEMSA, which includes the counties of Fresno, Kings, Madera, and Tulare.
CCFMG is the same physician medical group that staffs and supports the Community Regional Medical
Center, which is the only Level 1 Trauma Center in Central California.
The recommended agreement may be terminated by the County upon giving a 30-day advanced written
notice of an intention to terminate to the contractor.
The recommended agreement has a mutual hold harmless clause.The County's Risk Management does
not agree with including mutual indemnification, but the Department has determined that the benefits of
entering into this agreement for provision of the required services outweighs any associated risks.
REFERENCE MATERIAL:
BAI #44, June 12, 2018
ATTACHMENTS INCLUDED AND/OR ON FILE:
Suspension of Competition
On file with Clerk-Agreement with Central California Faculty Medical Group
CAO ANALYST:
Ronald Alexander
County of Fresno page 2 File Number.23-0385
0w a�1 y
[❑ Email Me]
r Suspension of Competition Acquisition Request Double click!
414V
1. Fully describe the product(s)and/or service(s) being requested.
Per California Health and Safety Code each local EMS agency shall have a licensed physician and surgeon as
medical director, who has substantial experience in the practice of emergency medicine,to provide medical
control and to assure medical accountability throughout the planning, implementation and evaluation of the EMS
system.
2. Identify the selected vendor and contact person; include the address, phone number and e-mail address for each.
Central California Faculty Medical Group
Danielle Campagne, M.D., FACEP
danielle.campagne@ucsf.edu
2625 E. Divisadero Street, Fresno, CA 93721
3. What is the total cost of the acquisition? If an agreement, state the total cost of the initial term and the amounts for
potential renewal terms.
For the initial three year term the cost of the agreement will be $251,136. The agreement may be extended for two
twelve month periods. The first twelve month extension will cost$88,776. The second twelve month extension will
cost$91,440. Total cost of the five-year agreement is$431,352
4. Identify the unique qualities and/or capabilities of the service(s) and/or product(s)that qualify this as a Suspension of
Competition acquisition.
CCFMG is the only local medical group that expressed an interest in providing physicians to serve as our medical
director, per LOI 23-013, issued November 8, 2022, and closed November 22, 2022. A local medical group is
necessary so designated staff are available to attend local meetings, provide office hours on a regular basis and
be immediately available for emergent situations.
5. Identify from Administrative Policy#34 what circumstances constitute a Suspension of Competition.
❑ In an emergency when goods or services are immediately necessary for the preservation of the public health,welfare, or safety,or for the
protection of County property.
❑ When the contract is with a federal,state,or local governmental agency.
❑ When the department head,with the concurrence of the Purchasing Agent,finds that the cost of preparing and administering a competitive
bidding process in a particular case will equal or exceed the estimated contract amount or$5,000 whichever is more.
❑When a contract provides only for payment of per diem and travel expenses and there is to be no payment for services rendered.
❑ When obtaining the services of expert witnesses for litigation or special counsel to assist the County.
® When in unusual or extraordinary circumstances,the Board of Supervisors or the Purchasing Agent/Purchasing Manager determines that
the best interests of the County would be served by not securing competitive bids or issuing a request for proposal.
6. Explain why the unique qualities and/or capabilities described above are essential to your department.
California Health and Safety Code mandates that each local EMS agency shall have a licensed physician and
surgeon as a medical director. Contracting with a local group is necessary to ensure designated staff can attend
meetings and provide office hours as needed. Additionally, contracting with a medical group rather than individual
physician(s) provides for operational flexibility should designated staff be unable to perform their duties.
7. Provide a comprehensive explanation of the research done to verify that the recommended vendor is the only vendor
with the unique qualities and/or capabilities stated above. Include a list of all other vendors contacted, what they were
asked, and their responses.
LOI 23-013 was opened November 8, 2022 on Public Purchase website to solicit letters of interest for medical
director services. Only two letters were provided. CCFMG was deemed to be the only qualified bidder, as they
were the only local physicians group who responded. The second letter provided was from a locum tenens (temp)
staffing agency based out of Alpharetta, Georgia, with little to no local presence, and deemed to not satisfy the
needs of the County.
dlynch 2/3/2023 11:51:47 Division Manager [a Sign] Double click!
Requested By: Title
approve this request to suspend competition for the service(s) and/or product(s) identified herein.
dluchini 2/6/2023 8:12:38 AM [a Sign] Double click!
Department Head Signature
E-PD-048 (Rev 07/2021)
gcornuelle 2/6/2023 2:59:31 PM [a Sign] Double click!
Purchasing Manager Signature
E-PD-048 (Rev 07/2021)
Agreement No. 23-251
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated June 6, 2023 and is between
3 Central California Faculty Medical Group, Inc. (CCFMG) a California Professional Corporation
4 ("Contractor"), and the County of Fresno, a political subdivision of the State of California
5 ("County").
6 Recitals
7 A. County, through its Department of Public Health (DPH), has been designated as the
8 local EMS Agency ("EMS Agency") of the County of Fresno pursuant to Health and Safety Code
9 section 1797.200.
10 B. In accordance with Health and Safety Code Section 1797.202, the EMS Agency is
11 required to have a licensed physician and surgeon as medical director, who has substantial
12 experience in the practice of emergency medicine to provide medical control and to assure
13 medical accountability throughout the planning, implementation, and evaluation of the EMS
14 system.
15 C. Contractor currently provides EMS Agency medical director services to the County
16 through that certain Agreement for EMS Agency medical director services dated June 12, 2018
17 (County Agreement No. 18-332), which will terminate on June 30, 2023.
18 D. On November 8, 2022, LOI 23-013 was released through Fresno County Public
19 Purchase requesting letters of interest from qualified vendors to provide EMS Medical Director
20 services for the County. This LOI closed on November 22, 2022, and Contractor was the only
21 acceptable agency to provide letter of interest to the County.
22 E. Contractor represents that it possesses the skills and professional staff to provide such
23 professional services and desires to continue providing EMS Agency Medical director services
24 for County.
25 F. Contractor and County have developed this successor Agreement to become effective
26 upon expiration of the existing Agreement.
27 The parties therefore agree as follows:
28
1
1 Article 1
2 Contractor's Services
3 1.1 Scope of Services. The Contractor shall perform all of the services provided in
4 Exhibit A to this Agreement, titled "Scope of Services."
5 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
6 able to perform all of the services provided in this Agreement.
7 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
8 applicable federal, state, and local laws and regulations in the performance of its obligations
9 under this Agreement, including but not limited to workers compensation, labor, and
10 confidentiality laws and regulations.
11 Article 2
12 Compensation, Invoices, and Payments
13 2.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
14 the performance of its services under this Agreement as described in Exhibit B-1 to this
15 Agreement, titled "Compensation."
16 2.2 Maximum Compensation. The maximum compensation payable to the Contractor
17 under this Agreement is as follows:
18 A. Eighty-One Thousand Two Hundred Fifty-Two and 00/100 Dollars ($81,252.00)for the
19 period of July 1, 2023 through June 30, 2024.
20 B. Eighty-Three Thousand Six Hundred Eighty-Eight and 00/100 Dollars ($83,688.00) for
21 the period of July 1, 2024 through June 30, 2025.
22 C. Eighty-Six Thousand One Hundred Ninety-Six and 00/100 Dollars ($86,196.00)for the
23 period of July 1, 2025 through June 30, 2026.
24 D. If the Agreement is extended as described in Section 3.2, the maximum compensation
25 payable to the Contractor under this Agreement is Eighty-Eight Thousand Seven
26 Hundred Seventy-Six and 00/100 Dollars ($88,776.00)for the period of July 1, 2026
27 through June 30, 2027.
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2
1 E. If the Agreement is extended as described in Section 3.2, the maximum compensation
2 payable to the Contractor under this Agreement is Ninety-one Thousand Four Hundred
3 Forty-Four and 00/100 Dollars ($91,440.00) for the period of July 1, 2027 through June
4 30, 2028.
5 F. The maximum monetary compensation payable under the agreement shall not exceed
6 Four-Hundred Thirty-One Thousand Three Hundred Fifty-Two and 00/100 Dollars
7 ($431,352.00) for the full five-year term.
8 G. The Contractor acknowledges that the County is a local government entity, and does so
9 with notice that the County's powers are limited by the California Constitution and by
10 State law, and with notice that the Contractor may receive compensation under this
11 Agreement only for services performed according to the terms of this Agreement and
12 while this Agreement is in effect, and subject to the maximum amount payable under this
13 section. The Contractor further acknowledges that County employees have no authority
14 to pay the Contractor except as expressly provided in this Agreement.
15 2.3 Invoices. The Contractor shall submit monthly invoices and timesheets to the
16 Department of Public Health, Emergency Services Division, P.O. Box 11867, Fresno, CA
17 93775, at CCEMSA@fresnocountyca.gov. The Contractor shall submit each invoice within 15
18 days after the month in which the Contractor performs services and in any case within 60 days
19 after the end of the term or termination of this Agreement.
20 2.4 Timesheet. The Contractor shall submit a completed timesheet with invoice each
21 month that includes details regarding functions that Contractor performed over the month being
22 invoiced, as shown in Exhibit B-2.
23 2.5 Payment. The County shall pay each correctly completed and timely submitted
24 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
25 address specified in the invoice.
26 2.6 Incidental Expenses. The Contractor is solely responsible for all of its costs and
27 expenses that are not specified as payable by the County under this Agreement.
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3
1 2.7 Third Party Reimbursement. The Contractor shall not charge or seek
2 reimbursement from any third party for any services furnished under this Agreement.
3 Article 3
4 Term of Agreement
5 3.1 Term. This Agreement is effective on July 1, 2023 and terminates on June 30, 2026,
6 except as provided in section 3.2, "Extension," or Article 5, "Termination and Suspension,"
7 below.
8 3.2 Extension. The term of this Agreement may be extended for no more than two, one-
9 year periods only upon written approval of both parties at least 30 days before the first day of
10 the next one-year extension period. The Director of the Department of Public Health or his or
11 her designee is authorized to sign the written approval on behalf of the County based on the
12 Contractor's satisfactory performance. The extension of this Agreement by the County is not a
13 waiver or compromise of any default or breach of this Agreement by the Contractor existing at
14 the time of the extension whether or not known to the County.
15 Article 4
16 Notices
17 4.1 Contact Information. The persons and their addresses having authority to give and
18 receive notices provided for or permitted under this Agreement include the following:
19
For the County:
20 Director, Department of Public Health
County of Fresno
21 P.O. Box 11867
Fresno, CA 93775
22 CCEMSA(@fresnocountVca.gov
23 For the Contractor:
President and CEO
24 CCFMG Inc.
2625 E Divisadero Street
25 Fresno, CA 93721
26 4.2 Change of Contact Information. Either party may change the information in section
27 5.1 by giving notice as provided in section 5.3.
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4
1 4.3 Method of Delivery. Each notice between the County and the Contractor provided
2 for or permitted under this Agreement must be in writing, state that it is a notice provided under
3 this Agreement, and be delivered either by personal service, by first-class United States mail, by
4 an overnight commercial courier service, by telephonic facsimile transmission, or by Portable
5 Document Format (PDF) document attached to an email.
6 (A) A notice delivered by personal service is effective upon service to the recipient.
7 (B) A notice delivered by first-class United States mail is effective three County
8 business days after deposit in the United States mail, postage prepaid, addressed to the
9 recipient.
10 (C)A notice delivered by an overnight commercial courier service is effective one
11 County business day after deposit with the overnight commercial courier service,
12 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
13 the recipient.
14 (D)A notice delivered by telephonic facsimile transmission or by PDF document
15 attached to an email is effective when transmission to the recipient is completed (but, if
16 such transmission is completed outside of County business hours, then such delivery is
17 deemed to be effective at the next beginning of a County business day), provided that
18 the sender maintains a machine record of the completed transmission.
19 4.4 Claims Presentation. For all claims arising from or related to this Agreement,
20 nothing in this Agreement establishes, waives, or modifies any claims presentation
21 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
22 of Title 1 of the Government Code, beginning with section 810).
23 Article 5
24 Termination and Suspension
25 5.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
26 contingent on the approval of funds by the appropriating government agency. If sufficient funds
27 are not allocated, then the County, upon at least 30 days' advance written notice to the
28 Contractor, may:
5
1 (A) Modify the services provided by the Contractor under this Agreement; or
2 (B) Terminate this Agreement.
3 5.2 Termination for Breach.
4 (A) Upon determining that a breach (as defined in paragraph (C) below) has
5 occurred, the County may give written notice of the breach to the Contractor. The written
6 notice may suspend performance under this Agreement, and must provide at least 30
7 days for the Contractor to cure the breach.
8 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
9 time stated in the written notice, the County may terminate this Agreement immediately.
10 (C) For purposes of this section, a breach occurs when, in the determination of the
11 County, the Contractor has:
12 (1) Obtained or used funds illegally or improperly;
13 (2) Failed to comply with any part of this Agreement;
14 (3) Submitted a substantially incorrect or incomplete report to the County; or
15 (4) Improperly performed any of its obligations under this Agreement.
16 5.3 Termination without Cause. In circumstances other than those set forth above, the
17 County may terminate this Agreement by giving at least 30 days advance written notice to the
18 Contractor.
19 5.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
20 under this Article 5 is without penalty to or further obligation of the County.
21 5.5 County's Rights upon Termination. Upon termination for breach under this Article
22 5, the County may demand repayment by the Contractor of any monies disbursed to the
23 Contractor under this Agreement that, in the County's sole judgment, were not expended in
24 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
25 demand. This section survives the termination of this Agreement.
26
27
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6
1 Article 6
2 Independent Contractor
3 6.1 Status. In performing under this Agreement, the Contractor, including its officers,
4 agents, employees, and volunteers, is at all times acting and performing as an independent
5 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
6 venturer, partner, or associate of the County.
7 6.2 Verifying Performance. The County has no right to control, supervise, or direct the
8 manner or method of the Contractor's performance under this Agreement, but the County may
9 verify that the Contractor is performing according to the terms of this Agreement.
10 6.3 Benefits. Because of its status as an independent contractor, the Contractor has no
11 right to employment rights or benefits available to County employees. The Contractor is solely
12 responsible for providing to its own employees all employee benefits required by law. The
13 Contractor shall save the County harmless from all matters relating to the payment of
14 Contractor's employees, including compliance with Social Security withholding and all related
15 regulations.
16 6.4 Services to Others. The parties acknowledge that, during the term of this
17 Agreement, the Contractor may provide services to others unrelated to the County.
18 Article 7
19 Indemnity and Defense
20 7.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
21 County (including its officers, agents, employees, and volunteers) against all claims, demands,
22 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
23 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
24 the performance or failure to perform by the Contractor (or any of its officers, agents,
25 subcontractors, or employees) under this Agreement. The County may conduct or participate in
26 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
27 defend the County.
28
7
1 The County shall indemnify and hold harmless and defend the Contractor (including
2 its officers, agents, employees, and volunteers) against all claims, demands, injuries, damages,
3 costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of any kind to
4 the Contractor, the County, or any third party that arise from or relate to the performance or
5 failure to perform by the County (or any of its officers, agents, subcontractors, or employees)
6 under this Agreement. The Contractor may conduct or participate in its own defense without
7 affecting the County's obligation to indemnify and hold harmless or defend the Contractor.
8 7.2 Survival. This Article 7 survives the termination of this Agreement.
9 Article 8
10 Insurance
11 8.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
12 Agreement.
13 Article 9
14 Inspections, Audits, and Public Records
15 9.1 Inspection of Documents. The Contractor shall make available to the County, and
16 the County may examine at any time during business hours and as often as the County deems
17 necessary, all of the Contractor's records and data with respect to the matters covered by this
18 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
19 request by the County, permit the County to audit and inspect all of such records and data to
20 ensure the Contractor's compliance with the terms of this Agreement.
21 9.2 State Audit Requirements. If the compensation to be paid by the County under this
22 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
23 California State Auditor, as provided in Government Code section 8546.7, for a period of three
24 years after final payment under this Agreement. This section survives the termination of this
25 Agreement.
26 9.3 Public Records. The County is not limited in any manner with respect to its public
27 disclosure of this Agreement or any record or data that the Contractor may provide to the
28
8
1 County. The County's public disclosure of this Agreement or any record or data that the
2 Contractor may provide to the County may include but is not limited to the following:
3 (A) The County may voluntarily, or upon request by any member of the public or
4 governmental agency, disclose this Agreement to the public or such governmental
5 agency.
6 (B) The County may voluntarily, or upon request by any member of the public or
7 governmental agency, disclose to the public or such governmental agency any record or
8 data that the Contractor may provide to the County, unless such disclosure is prohibited
9 by court order.
10 (C)This Agreement, and any record or data that the Contractor may provide to the
11 County, is subject to public disclosure under the Ralph M. Brown Act (California
12 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
13 (D)This Agreement, and any record or data that the Contractor may provide to the
14 County, is subject to public disclosure as a public record under the California Public
15 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
16 with section 6250) ("CPRA").
17 (E) This Agreement, and any record or data that the Contractor may provide to the
18 County, is subject to public disclosure as information concerning the conduct of the
19 people's business of the State of California under California Constitution, Article 1,
20 section 3, subdivision (b).
21 (F) Any marking of confidentiality or restricted access upon or otherwise made with
22 respect to any record or data that the Contractor may provide to the County shall be
23 disregarded and have no effect on the County's right or duty to disclose to the public or
24 governmental agency any such record or data.
25 9.4 Public Records Act Requests. If the County receives a written or oral request
26 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
27 and which the County has a right, under any provision of this Agreement or applicable law, to
28 possess or control, then the County may demand, in writing, that the Contractor deliver to the
9
1 County, for purposes of public disclosure, the requested records that may be in the possession
2 or control of the Contractor. Within five business days after the County's demand, the
3 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
4 possession or control, together with a written statement that the Contractor, after conducting a
5 diligent search, has produced all requested records that are in the Contractor's possession or
6 control, or (b) provide to the County a written statement that the Contractor, after conducting a
7 diligent search, does not possess or control any of the requested records. The Contractor shall
8 cooperate with the County with respect to any County demand for such records. If the
9 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
10 CPRA or other applicable law, it must deliver the record or data to the County and assert the
11 exemption by citation to specific legal authority within the written statement that it provides to
12 the County under this section. The Contractor's assertion of any exemption from disclosure is
13 not binding on the County, but the County will give at least 10 days' advance written notice to
14 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
15 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
16 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
17 failure to produce any such records, or failure to cooperate with the County with respect to any
18 County demand for any such records.
19 Article 10
20 Disclosure of Self-Dealing Transactions
21 10.1 Applicability. This Article 10 applies if the Contractor is operating as a corporation,
22 or changes its status to operate as a corporation.
23 10.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
24 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
25 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to
26 the County before commencing the transaction or immediately after.
27
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10
1 10.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
2 a party and in which one or more of its directors, as an individual, has a material financial
3 interest.
4 Article 11
5 General Terms
6 11.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
7 Agreement may not be modified, and no waiver is effective, except by written agreement signed
8 by both parties. The Contractor acknowledges that County employees have no authority to
9 modify this Agreement except as expressly provided in this Agreement.
10 11.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
11 under this Agreement without the prior written consent of the other party.
12 11.3 Governing Law. The laws of the State of California govern all matters arising from
13 or related to this Agreement.
14 11.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
15 County, California. Contractor consents to California jurisdiction for actions arising from or
16 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
17 brought and maintained in Fresno County.
18 11.5 Construction. The final form of this Agreement is the result of the parties' combined
19 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
20 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
21 against either party.
22 11.6 Days. Unless otherwise specified, "days" means calendar days.
23 11.7 Headings. The headings and section titles in this Agreement are for convenience
24 only and are not part of this Agreement.
25 11.8 Severability. If anything in this Agreement is found by a court of competent
26 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
27 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
28
11
1 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
2 intent.
3 11.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
4 not unlawfully discriminate against any employee or applicant for employment, or recipient of
5 services, because of race, religious creed, color, national origin, ancestry, physical disability,
6 mental disability, medical condition, genetic information, marital status, sex, gender, gender
7 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
8 all applicable State of California and federal statutes and regulation.
9 11.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
10 of the Contractor under this Agreement on any one or more occasions is not a waiver of
11 performance of any continuing or other obligation of the Contractor and does not prohibit
12 enforcement by the County of any obligation on any other occasion.
13 11.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
14 between the Contractor and the County with respect to the subject matter of this Agreement,
15 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
16 publications, and understandings of any nature unless those things are expressly included in
17 this Agreement. If there is any inconsistency between the terms of this Agreement without its
18 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
19 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
20 exhibits.
21 11.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
22 create any rights or obligations for any person or entity except for the parties.
23 11.13 Authorized Signature. The Contractor represents and warrants to the County that:
24 (A) The Contractor is duly authorized and empowered to sign and perform its
25 obligations under this Agreement.
26 (B) The individual signing this Agreement on behalf of the Contractor is duly
27 authorized to do so and his or her signature on this Agreement legally binds the
28 Contractor to the terms of this Agreement.
12
1 11.14 Electronic Signatures. The parties agree that this Agreement maybe executed by
2 electronic signature as provided in this section.
3 (A) An "electronic signature" means any symbol or process intended by an individual
4 signing this Agreement to represent their signature, including but not limited to (1) a
5 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
6 electronically scanned and transmitted (for example by PDF document) version of an
7 original handwritten signature.
8 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
9 equivalent to a valid original handwritten signature of the person signing this Agreement
10 for all purposes, including but not limited to evidentiary proof in any administrative or
11 judicial proceeding, and (2) has the same force and effect as the valid original
12 handwritten signature of that person.
13 (C)The provisions of this section satisfy the requirements of Civil Code section
14 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
15 Part 2, Title 2.5, beginning with section 1633.1).
16 (D) Each party using a digital signature represents that it has undertaken and
17 satisfied the requirements of Government Code section 16.5, subdivision (a),
18 paragraphs (1)through (5), and agrees that each other party may rely upon that
19 representation.
20 (E) This Agreement is not conditioned upon the parties conducting the transactions
21 under it by electronic means and either party may sign this Agreement with an original
22 handwritten signature.
23 11.15 Counterparts. This Agreement maybe signed in counterparts, each of which is an
24 original, and all of which together constitute this Agreement.
25 [SIGNATURE PAGE FOLLOWS]
26
27
28
13
1 The parties are signing this Agreement on the date stated in the introductory clause.
2
Central California Faculty Medical Group COUNTY OF FRESNO
3
4 Doc
5 �
President or CEO S Q iXro, hairman of the Board of
6 S is_of the County of Fresno
7 Joyce Fields-Keene, MPA, CMeEO
8 Print Name and Title
9 DocuSlgned by:
P(,u�.iP 15a. V �(�! (,PQ Attest:
10 Bernice E. Seidel
Corporate ecretary or CFO/Treasurer Clerk of the Board of Supervisors
11 County of Fresno, State of California
12 Phillip Baker PhD, CPA CFO
By: __.
13 Print Name and Title Deputy
14 2625 E Divisadero Street
15
For accounting use only:
16
Org No.: 56201695
17 Account No.: 7295
Fund No.: 0001
18 Subclass No.: 10000
19
20
21
22
23
24
25
26
27
28
14
Exhibit A
1 Scope of Services
2 A. Contractor shall provide services for the EMS Agency, encompassing medical
3 control activities for Fresno, Kings, Madera, and Tulare Counties and medical
4 direction or EMS training and specialty care programs.
5 B. All physicians supplied under this Agreement shall:
6 1) Be licensed to practice medicine in the State of California;
7 2) Meet the qualifications of a local EMS Agency Medical Director under the
8 California Health and Safety Code section 1797.202; and
9 3) Be acceptable to County.
10 C. It is acknowledged between both parties to this Agreement that sixty (60) days
11 prior to the assignment of any new physician to the EMS Agency, Contractor
12 shall provide to County the name(s), qualifications, and work history of
13 physician(s) being considered for the EMS Agency.
14 In this regard:
15 1) County reserves the right to review qualifications and/or work history.
16 2) County reserves the right to reject any physician regardless of
17 qualifications and/or work history.
18 3) Contractor shall furnish County with EMS Medical Director services as
19 stated in this Exhibit A for an average of thirty (30) hours each month as
20 mutually scheduled between County and Contractor. As part of its
21 commitment to this Agreement, the designated EMS Medical Director
22 shall:
23 i. Provide a minimum of 4 hours each month for in-office hours at
24 the EMS Agency offices. Additional in-office hours may be
25 requested when necessary to address projects or specific needs;
26 However, the total hours shall not exceed the maximum hours for
27 that month.
28
A-1
Exhibit A
1 ii. Preside as chair of the Regional Emergency Medical Control
2 Committee and provide a minimum attendance of 75% of
3 scheduled meetings. Since this committee is primarily an advisory
4 committee to the EMS Medical Director, meetings may be
5 cancelled when the EMS Medical Director is unable to attend.
6 iii. Assume role as the designated Medical Director of the Fresno
7 County Primary Paramedic Training Course and assist course
8 director as necessary.
9 iv. Attend all regularly scheduled Continuous Quality Improvement
10 meetings, which may be assigned to an assistant EMS Medical
11 Director.
12 V. Participate in the review of quality improvement reports
13 vi. Attend, at a minimum, 75% of the following meetings:
14 1. Regional Trauma Audit Committee meetings
15 2. EMS Operations (EMSOC) meetings
16 vii. Attend, at a minimum, 50% of Emergency Medical Directors
17 Advisory Committee (EMDAC) meetings.
18 viii. Attend other meetings upon request of the EMS Director.
19
20
21
22
23
24
25
26
27
28
A-2
Exhibit B-1
1 Compensation
2 The Contractor will be compensated for performance of its services under this
3 Agreement as provided in this Exhibit B. The Contractor is not entitled to any compensation
4 except as expressly provided in this Exhibit B.
5 Contractor will be compensated according to the following schedule:
6 Jul 2023 $6,771 May 2026 $7,183
7 Aug 2023 $6,771 Jun 2026 $7,183
Sep 2023 $6,771 Jul 2026 $7,398
8 Oct 2023 $6,771 Aug 2026 $7,398
9 Nov 2023 $6,771 Sep 2026 $7,398
Dec 2023 $6,771 Oct 2026 $7,398
10 Jan 2024 $6,771 Nov 2026 $7,398
11 Feb 2024 $6,771 Dec 2026 $7,398
Mar 2024 $6,771 Jan 2027 $7,398
12 Apr 2024 $6,771 Feb 2027 $7,398
13 May 2024 $6,771 Mar 2027 $7,398
Jun 2024 $6,771 Apr 2027 $7,398
14 Jul 2024 $6,974 May 2027 $7,398
15 Aug 2024 $6,974 Jun 2027 $7,398
Sep 2024 $6,974 Jul 2027 $7,620
16 Oct 2024 $6,974 Aug 2027 $7,620
17 Nov 2024 $6,974 Sep 2027 $7,620
18 Dec 2024 $6,974 Oct 2027 $7,620
Jan 2025 $6,974 Nov 2027 $7,620
19 Feb 2025 $6,974 Dec 2027 $7,620
20 Mar 2025 $6,974 Jan 2028 $7,620
Apr 2025 $6,974 Feb 2028 $7,620
21 May 2025 $6,974 Mar 2028 $7,620
22 Jun 2025 $6,974 Apr 2028 $7,620
Jul 2025 $7,183 May 2028 $7,620
23 Aug 2025 $7,183 Jun 2028 $7,620
24 Sep 2025 $7,183
Oct 2025 $7,183
25 Nov 2025 $7,183
26 Dec 2025 $7,183
Jan 2026 $7,183
27 Feb 2026 $7,183
28 Mar 2026 $7,183
Apr 2026 $71183
B-1-1
Exhibit B-2
MEDICAL DIRECTOR TIMESHEET
For Month of:
Meetings/Task Date Completed
Office Hours - Provided a minimum of 4 hours
Attended and Chaired Medical Control Committee
Attended EMS Operations Committee Meeting
Attended Trauma Audit Committee Meeting
Attended CQI Committee Meeting
Provided Review of Quality Improvement Reports
(Mark"X" if completed)
Provided support for Training Program
(Mark "X" if completed)
Provided On-Call Hours
(Mark"X" if completed)
Attended the Quarterly Emergency Medical
Directors Advisory Committee (EMDAC)
Note: If no meeting scheduled please document"n/a"
Print Name
Signature Date
Office Use Only
Approved:
B-2-1
Exhibit C
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("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 used 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.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
B-2-1
Exhibit C
(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:
B-2-2
Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Professional Liability. Professional liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
Dollars ($3,000,000). If this is a claims-made policy, then (1)the retroactive date must
be prior to the date on which services began under this Agreement; (2)the Contractor
shall maintain the policy and provide to the County annual evidence of insurance for not
less than five years after completion of services under this Agreement; and (3) if the
policy is canceled or not renewed, and not replaced with another claims-made policy
with a retroactive date prior to the date on which services begin under this Agreement,
then the Contractor shall purchase extended reporting coverage on its claims-made
policy for a minimum of five years after completion of services under this Agreement.
If the Contractor is a governmental entity, it may satisfy the policy requirements above through a
program of self-insurance, including an insurance pooling arrangement or joint exercise of
powers agreement.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
D-1
Exhibit D
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1)the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(iv) The professional liability insurance certificate, if it is a claims-made policy, must
also state the retroactive date of the policy, which must be prior to the date on
which services began under this Agreement.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
D-2
Exhibit D
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
D-3