HomeMy WebLinkAboutKWPH Enterprises dba American Ambulance-City of Sanger Fire Dispatch Services_A-23-325.pdf coU Y Count of Fresno Hall of Records, Room 301
2281 Tulare Street
Fresno,California
Board of Supervisors 93721-2198
O 1856 O
Telephone: (559)600-3529
S� Minute Order
Toll Free: 1-800-742-1011
FRE
www.co.fresno.ca.us
June 20, 2023
Present: 5- Supervisor Steve Brandau,Vice Chairman Nathan Magsig, Supervisor Buddy Mendes,
Supervisor Brian Pacheco, and Chairman Sal Quintero
Agenda No. 68. Public Health File ID:23-0437
Re: Approve and authorize the Chairman to execute a revenue Agreement with the City of Sanger,for
dispatch services for the City of Sanger Fire Department through the Fresno County Emergency
Medical Services Communications Center, effective July 1,2023,through June 30, 2026($53,616);
Approve and authorize the Chairman to execute an Agreement with K.W.P.H. Enterprises,d.b.a.
American Ambulance,for City of Sanger Fire Department dispatch services through the Fresno County
Emergency Medical Services Communications Center, effective July 1,2023,through June 30,2026
($45,261);Approve and authorize the Chairman to execute a revenue Agreement with the City of
Fresno,for dispatch services for the City of Fresno Fire Department through the Fresno County
Emergency Medical Services Communications Center,effective July 1, 2023,through June 30,2026
($3,086,756);Approve and authorize the Chairman to execute an Agreement with K.W.P.H.
Enterprises, d.b.a.American Ambulance,for City of Fresno Fire Department dispatch services through
the Fresno County Emergency Medical Services Communications Center, effective July 1,2023,
through June 30,2026($2,867,838);Approve and authorize the Chairman to execute a revenue
Agreement with Pistoresi Ambulance Service,for dispatch services through the Fresno County
Emergency Medical Services Communications Center, effective July 1,2023,through June 30, 2026
($1,050,528);Approve and authorize the Chairman to execute an Agreement with K.W.P.H.
Enterprises, d.b.a.American Ambulance,for dispatch of Pistoresi Ambulance Services through the
Fresno County Emergency Medical Services Communications Center, effective July 1,2023,through
June 30,2026 ($933,303);Approve and authorize the Chairman to execute a revenue Agreement with
Sierra Ambulance Service,for dispatch services through the Fresno County Emergency Medical
Services Communications Center,effective July 1,2023,through June 30, 2026($324,132);Approve
and authorize the Chairman to execute an Agreement with K.W.P.H. Enterprises,d.b.a.American
Ambulance,for dispatch of Sierra Ambulance Services through the Fresno County Emergency Medical
Services. Communications Center,effective July 1,2023, through June 30, 2026 ($288,072);Approve
and authorize the Chairman to execute a revenue Agreement with KWPH Enterprises,d.b.a.American
Ambulance,for dispatching of their ambulances in Kings County through the Fresno County
Emergency Medical Services Communications Center, effective July 1, 2023 through June 30,2026
($108,126)
APPROVED AS RECOMMENDED
Ayes: 5- Brandau, Magsig, Mendes, Pacheco, and Quintero
Agreement No. 23-324,Agreement No. 23-325,Agreement No. 23-326,Agreement No.23-327,
Agreement No. 23-328,Agreement No. 23-329,Agreement No. 23-330,Agreement No.23-331,
Agreement No. 23-332
County of Fresno Page 70
co
10 r Board Agenda Item 68
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0 18s6 0
FRE`'11
DATE: June 20, 2023
TO: Board of Supervisors
SUBMITTED BY: David Luchini, RN, PHN, Director of Public Health
SUBJECT: Agreements for Dispatch Services at the Fresno County Emergency Medical
Services Communications Center
RECOMMENDED ACTION(S):
1. Approve and authorize the Chairman to execute a revenue Agreement with the City of
Sanger, for dispatch services for the City of Sanger Fire Department through the Fresno
County Emergency Medical Services Communications Center, effective July 1, 2023,
through June 30, 2026 ($53,616).
2. Approve and authorize the Chairman to execute an Agreement with K.W.P.H. Enterprises,
d.b.a.American Ambulance, for City of Sanger Fire Department dispatch services through
the Fresno County Emergency Medical Services Communications Center, effective July 1,
2023,through June 30, 2026($45,261).
3. Approve and authorize the Chairman to execute a revenue Agreement with the City of
Fresno,for dispatch services for the City of Fresno Fire Department through the Fresno
County Emergency Medical Services Communications Center, effective July 1, 2023,
through June 30, 2026 ($3,086,756).
4. Approve and authorize the Chairman to execute an Agreement with K.W.P.H. Enterprises,
d.b.a.American Ambulance,for City of Fresno Fire Department dispatch services through
the Fresno County Emergency Medical Services Communications Center, effective July 1,
2023,through June 30, 2026 ($2,867,838).
5. Approve and authorize the Chairman to execute a revenue Agreement with Pistoresi
Ambulance Service,for dispatch services through the Fresno County Emergency Medical
Services Communications Center, effective July 1, 2023,through June 30, 2026 ($1,050,528).
6. Approve and authorize the Chairman to execute an Agreement with K.W.P.H. Enterprises,
d.b.a.American Ambulance,for dispatch of Pistoresi Ambulance Services through the
Fresno County Emergency Medical Services Communications Center, effective July 1, 2023,
through June 30,2026 ($933,303).
7. Approve and authorize the Chairman to execute a revenue Agreement with Sierra
Ambulance Service,for dispatch services through the Fresno County Emergency Medical
Services Communications Center, effective July 1, 2023, through June 30, 2026($324,132).
8. Approve and authorize the Chairman to execute an Agreement with K.W.P.H. Enterprises,
d.b.a.American Ambulance, for dispatch of Sierra Ambulance Services through the Fresno
County Emergency Medical Services. Communications Center, effective July 1, 2023,
through June 30, 2026 ($288,072).
9. Approve and authorize the Chairman to execute a revenue Agreement with KWPH
Enterprises, d.b.a. American Ambulance,for dispatching of their ambulances in Kings
County through the Fresno County Emergency Medical Services Communications Center,
effective July 1, 2023 through June 30, 2026 ($108,126).
County of Fresno page I File Number.23-0437
File Number.23-0437
There is no additional Net County Cost associated with the recommended actions. Approval of the
recommended actions will continue the provision of dispatch services for the fire departments in the Cities
of Fresno and Sanger, and ambulance providers in Madera and Kings Counties. Each agreement includes a
separate agreement with American Ambulance for actual provision of dispatch services and to pass-through
funds received from the city fire departments and ambulance service providers for reimbursement of
personnel and dispatch costs provided by American Ambulance. The County retains a portion to offset
County costs, with no increase in Net County cost. This item is countywide, however, it includes services
outside County jurisdiction which is necessary because of the EMS Communications Center's regional
functions.
ALTERNATIVE ACTION(S):
There are no viable alternative actions. Should your Board not approve the recommended actions, the Cities
of Fresno and Sanger will need to find another dispatch center for their fire departments,the identified
Madera County ambulance providers would need to find other alternatives for dispatch services, and
American Ambulance would need to find other alternatives for dispatch services for its Kings County
operations.
FISCAL IMPACT:
There is no increase in Net County Cost associated with the recommended actions. The recommended
agreements are fully funded with pass-through revenue(s)from the Cities. The total revenue and costs for
each recommended agreement are outlined below:
Sanger-Revenue Agreement
Year One(7/1/2023- 6/30/2024):$17,346
Year Two(7/1/2024- 6/30/2025):$17,868
Year Three(7/1/2025- 6/30/2026):$18,402
Term Maximum:$53,616
American Ambulance-Sanger-Agreement
Year One(7/1/2023- 6/30/2024):$14,790
Year Two(7/1/2024- 6/30/2025):$15,084
Year Three(7/1/2025- 6/30/2026):$15,387
Term Maximum:$45,261
Department retains$8,353
City of Fresno-Revenue Agreement
Year One(7/1/2023- 6/30/2024):$1,008,612
Year Two(7/1/2024- 6/30/2025):$1,028,784
Year Three(7/1/2025- 6/30/2026):$1,049,360
Term Maximum:$3,086,756
American Ambulance-Fresno Agreement
Year One(7/1/2023- 6/30/2024):$937,080
Year Two(7/1/2024- 6/30/2025):$955,821
Year Three(7/1/2025- 6/30/2026):$974,937
Term Maximum:$2,867,838
Department retains$218,924
Pistoresi-Revenue Agreement
Year One(7/1/2023- 6/30/2024):$339,876
Year Two(7/1/2024- 6/30/2025):$350,076
Year Three(7/1/2025- 6/30/2026):$360,576
Term Maximum:$1,050,528
County of Fresno Page 2 File Number.23-0437
File Number:23-0437
American Ambulance-Pistoresi Agreement
Year One(7/1/2023- 6/30/2024):$304,962
Year Two(7/1/2024- 6/30/2025):$311,061
Year Three(7/1/2025- 6/30/2026):$317,280
Term Maximum:$933,303
Department retains$117,225
Sierra-Revenue Agreement
Year One(7/1/2023- 6/30/2024):$104,868
Year Two(7/1/2024- 6/30/2025):$108,012
Year Three(7/1/2025- 6/30/2026):$111,252
Term Maximum:$324,132
American Ambulance-Sierra Agreement
Year One(7/1/2023- 6/30/2024):$94,128
Year Two(7/1/2024- 6/30/2025):$96,012
Year Three(7/1/2025- 6/30/2026):$97,932
Term Maximum:$288,072
Department retains$36,060
American-Kings-Revenue Agreement
Year One(7/1/2023- 6/30/2024):$36,042
Year Two(7/1/2024- 6/30/2025):$36,042
Year Three(7/1/2025- 6/30/2026):$36,042
Term Maximum:$108,126
The retained revenues will be used to offset County costs, such as personnel and radio equipment. There
are no pending invoices pertaining to these agreements. Sufficient appropriations and estimated revenues
will be included in the Department's Org 5620 FY 2023-24 Recommended Budget and will be included in
subsequent fiscal year budget requests.
DISCUSSION:
The Fresno County EMS Communications Center(Center) is a regional dispatch center responsible for the
management and dispatch of all ambulance requests in Fresno, Kings, and Madera Counties.The Center
began dispatch services for the City of Sanger in July 2008, City of Fresno in February 2006, Pistoresi and
Sierra in 2005, and American Ambulance's Kings County operations in 2000. The prior agreements were
passed by your Board on July 7, 2020 for Pistoresi (Agreement Nos. 20-258 and 20-259), Sierra (Agreement
Nos. 20-260 and 20-261), and the City of Sanger(Agreement Nos. 20-266 and 20-267); June 22, 2021 for
the City of Fresno (Agreement Nos. 21-224 and 21-225); and December 15, 2020 for American Ambulance
Kings County dispatch (Agreement No. 20-509).
The proposed revenue agreements with Sanger, Pistoresi, Sierra, and the City of Fresno allow them to
continue contracting with the County for dispatch services utilizing the Center, which is staffed and operated
by American Ambulance under its exclusive operating Agreement with the County of Fresno.
The proposed service agreements with American Ambulance for dispatch services allows the County to
pass-through funds received by the cities and ambulance providers to American Ambulance for dispatch
services; and continue services as provided for in prior agreements, which are all set to expire on June 30,
2023.
The proposed revenue agreement with American Ambulance for Kings County dispatch allows them to
continue contracting with the County for dispatching services utilizing the Center, which is staffed and
operated by American Ambulance under its exclusive operating agreement with the County of Fresno.
County of Fresno Page 3 File Number:23-0437
File Number:23-0437
The proposed revenue agreements with the Cities of Fresno and Sanger, Sierra, Pistoresi, and American
Ambulance for Kings County operations can be terminated without cause by either party with a ninety-day
written notice, and either party may terminate the contract if the other party commits a material breach by
providing a ten-day written notice, unless the breaching party cures the breach within the ten days.
The proposed American Ambulance service agreements can be terminated without cause by either party
with a sixty-day written notice, and either party may terminate the contract if the other party commits a
material breach by providing a seven-day written notice, unless the breaching party cures the breach within
seven days.
The proposed agreements contain a mutual hold harmless clause and in the event of an act of god, act of
public enemy, or other extraordinary cause not reasonably within control of either party, the proposed
agreements contain a force majeure clause, which excuses the parties' performance under the
agreements.
The proposed revenue agreement with the City of Fresno deviates from the standard insurance language,
as the City's Risk Management disagreed with including certain clauses, such as the"Acceptability of
Insurers", as the City is self-insured, and the "County's Entitlement to Greater Coverage", allows limitless
liability and access to City's excess policies. Insurance language used in the proposed revenue agreement
uses language more consistent with the last agreement passed by your Board on June 22, 2021. County's
Risk Management strongly recommended leaving those clauses in the agreement, but the Department
believes that entering into this agreement with this deviation outweighs any associated risks.
Risk Management has reviewed the agreements, and does not approve of the mutual hold harmless clause
for the Sierra, Pistoresi, and American Ambulance agreements, as they are private companies, but the
Department believes that the benefits of entering into these agreements outweigh any associated risks, and
is consistent with prior agreements.
REFERENCE MATERIAL:
BAI #56, June 22, 2021
BAI #72, December 15, 2020
BAI #39, July 7, 2020
BAI #42, July 7, 2020
ATTACHMENTS INCLUDED AND/OR ON FILE:
On file with Clerk-Agreement with City of Sanger
On file with Clerk-Agreement with American Ambulance (Sanger)
On file with Clerk-Agreement with City of Fresno
On file with Clerk-Agreement with American Ambulance (Fresno)
On file with Clerk-Agreement with Pistoresi Ambulance Service
On file with Clerk-Agreement with American Ambulance (Pistoresi)
On file with Clerk-Agreement with Sierra Ambulance Service
On file with Clerk-Agreement with American Ambulance (Sierra)
On file with Clerk-Agreement with American Ambulance (Kings County)
CAO ANALYST:
Ronald Alexander
County of Fresno Page 4 File Number.23-0437
Agreement No. 23-325
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated 20 June, 2023 and is between
3 K.W.P.H Enterprises, doing business as American Ambulance, a California Corporation
4 ("Contractor"), and the County of Fresno, a political subdivision of the State of California
5 ("County").
6 Recitals
7 A. County's Emergency Medical Services ("EMS") Communications Center is staffed and
8 operated by Contractor through that certain Emergency Medical Services Provider Agreement
9 for Emergency Ambulance Service dated May 16, 2017 (County Agreement No. 17-218, the
10 "EMS Provider Agreement"), including amendments by and between County and Provider.
11 B. The City of Sanger ("City") receives calls requesting both fire suppression services and
12 EMS and transfers those calls to County's EMS Communications Center for dispatching the
13 appropriate emergency ambulances and fire equipment.
14 C. City's Fire Department ("City Fire") continues to desire to receive dispatching services
15 for fire suppression calls, which may include dispatching of non-transport first responder
16 services, (collectively, "Fire Dispatching Services")from County's EMS Communications Center.
17 D. It is to the mutual benefit and in the best interest of the City and County, and the parties
18 hereto, to combine EMS dispatching services and Fire Dispatching Services for the purpose of
19 providing improved services to the public.
20 E. It is a goal of County and City to consolidate dispatching services in Fresno County.
21 F. It has been determined by City and County that there is a need to provide EMS
22 dispatching services and Fire Dispatching Services through a centralized and combined effort
23 by County's EMS Communications Center and City Fire.
24 G. City and County intend to enter into an agreement which will continue the provision of
25 Fire Dispatching Services by County (the "City-County Agreement").
26 H. Contractor is willing to facilitate the City-County Agreement by entering into this
27 Agreement.
28 The parties therefore agree as follows:
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 County's Responsibilities
13 2.1 The County shall perform the following functions:
14 A. County shall provide County-approved City Fire Policies and Procedures to
15 Contractor.
16 B. County shall assure that all calls to City for EMS and fire suppression services
17 are immediately transferred to County's EMS Communications Center.
18 C. County agrees to provide for an internal quality improvement program, which
19 includes the participation of Contractor and City Fire.
20 D. County shall obtain and maintain dispatching equipment, hardware, software
21 (including software licenses), and other technologies, which will be utilized for the triage and
22 entry of information for Fire Dispatching Services in County's EMS Communications Center
23 computer aided dispatch ("CAD") system, in connection with Contractor's performance of Fire
24 Dispatching Services under this Agreement.
25 E. County shall be responsible for selection, configuration, installation, and
26 maintenance of all dispatching equipment, hardware, software and other technologies
27 associated with this Agreement. All dispatching equipment, hardware, software (including
28
2
1 software licenses), and other technologies purchased and/or obtained through this Agreement
2 shall be the sole property of County.
3 Article 3
4 Compensation, Invoices, and Payments
5 3.1 For Contractor's performance of Fire Dispatching Services, the County agrees to
6 pay, and the Contractor agrees to receive, compensation for the performance of its services
7 under this Agreement according to in Exhibit B to this Agreement, titled "Compensation."
8 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
9 under this Agreement is as follows:
10 For the period of July 1, 2023 through June 30, 2024, the amount of this Agreement
11 shall not exceed Fourteen Thousand Seven Hundred Ninety and 00/100 Dollars ($14,790.00).
12 For the period of July 1, 2024 through June 30, 2025, the amount of this Agreement
13 shall not exceed Fifteen Thousand Eighty-Four and 00/100 Dollars ($15,084.00)
14 For the period of July 1, 2025 through June 30, 2026, the amount of this Agreement
15 shall not exceed Fifteen Thousand Three Hundred Eighty-Seven and 00/100 Dollars
16 ($15,387.00).
17 The Contractor acknowledges that the County is a local government entity, and
18 does so with notice that the County's powers are limited by the California Constitution and by
19 State law, and with notice that the Contractor may receive compensation under this Agreement
20 only for services performed according to the terms of this Agreement and while this Agreement
21 is in effect, and subject to the maximum amount payable under this section. The Contractor
22 further acknowledges that County employees have no authority to pay the Contractor except as
23 expressly provided in this Agreement.
24 3.3 Payment. The County's obligation to compensate Contractor is subject to County
25 receiving sufficient and timely payments of funds from City under the City-County Agreement.
26 Subject to the following sentence, County shall pay Contractor no later than the fifteenth (15th)
27 day of the month in which payment is due without the necessity of Contractor submitted invoices
28
3
1 to County. All payments shall be remitted to Contractor at the following address: 2911 E Tulare
2 street, Fresno, CA 93721.
3 3.4 Incidental Expenses. The Contractor is solely responsible for all of its costs and
4 expenses that are not specified as payable by the County under this Agreement.
5 Article 4
6 Term of Agreement
7 4.1 Term. This Agreement is effective on July 1, 2023 and terminates on June 30, 2026,
8 except as provided in Article 6, "Termination and Suspension," below.
9 Article 5
10 Notices
11 5.1 Contact Information. The persons and their addresses having authority to give and
12 receive notices provided for or permitted under this Agreement include the following:
13
For the County:
14 Director, Department of Public Health
County of Fresno
15 P.O. Box 11867
Fresno, CA 93775
16 CCEMSA(cDfresnocountyca. ocovv
Fax: (559) 600-7691
17
For the Contractor:
18 American Ambulance
Attn: General Manager
19 2911 E Tulare St
Fresno, CA 93721
20
21 5.2 Change of Contact Information. Either party may change the information in section
22 5.1 by giving notice as provided in section 5.3.
23 5.3 Method of Delivery. Each notice between the County and the Contractor provided
24 for or permitted under this Agreement must be in writing, state that it is a notice provided under
25 this Agreement, and be delivered either by personal service, by first-class United States mail, by
26 an overnight commercial courier service, by telephonic facsimile transmission, or by Portable
27 Document Format (PDF) document attached to an email.
28 (A) A notice delivered by personal service is effective upon service to the recipient.
4
1 (B) A notice delivered by first-class United States mail is effective three County
2 business days after deposit in the United States mail, postage prepaid, addressed to the
3 recipient.
4 (C)A notice delivered by an overnight commercial courier service is effective one
5 County business day after deposit with the overnight commercial courier service,
6 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
7 the recipient.
8 (D)A notice delivered by telephonic facsimile transmission or by PDF document
9 attached to an email is effective when transmission to the recipient is completed (but, if
10 such transmission is completed outside of County business hours, then such delivery is
11 deemed to be effective at the next beginning of a County business day), provided that
12 the sender maintains a machine record of the completed transmission.
13 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
14 nothing in this Agreement establishes, waives, or modifies any claims presentation
15 requirements or procedures provided by law, including the Government Claims Act(Division 3.6
16 of Title 1 of the Government Code, beginning with section 810).
17 Article 6
18 Termination and Suspension
19 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
20 contingent on the approval of funds by the appropriating government agency. If sufficient funds
21 are not allocated, then the County, upon at least 60 days advance written notice to the
22 Contractor, may:
23 (A) Modify the services provided by the Contractor under this Agreement; or
24 (B) Terminate this Agreement.
25 6.2 Termination for Breach.
26 (A) Upon determining that a material breach has occurred, either party may give
27 written notice of the breach to the other party. The written notice may suspend
28
5
1 performance under this Agreement, and must provide at least 7 days for the breach to
2 be cured.
3 (B) If the party receiving such notice of breach fails to cure the breach to the
4 satisfaction of the other party within the time stated in the written notice, the Agreement
5 may be terminated immediately.
6 (C)A "material breach" by Contractor, as that term is defined by and used in the
7 EMS Provider Agreement, also shall be deemed to be a breach by Contractor under this
8 Agreement. Any notice by County to Contractor of Contractor's material breach under
9 the EMS Provider Agreement shall satisfy the requirement of County's giving notice to
10 Contractor of a material breach under this Agreement without the necessity of such
11 notice referring to Contractor's performance under this Agreement.
12 6.3 Termination without Cause. In circumstances other than those set forth above, the
13 County or Contractor may terminate this Agreement by giving at least 60 days advance written
14 notice to the other party.
15 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
16 under this Article 6 is without penalty to or further obligation of the County.
17 6.5 Rights upon Termination. County shall compensate or provide funding to
18 Contractor for any services performed under this Agreement prior to any termination of this
19 Agreement.
20 Article 7
21 Independent Contractor
22 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
23 agents, employees, and volunteers, is at all times acting and performing as an independent
24 contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint
25 venturer, partner, or associate of the County.
26 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
27 manner or method of the Contractor's performance under this Agreement, but the County may
28 verify that the Contractor is performing according to the terms of this Agreement.
6
1 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
2 right to employment rights or benefits available to County employees. The Contractor is solely
3 responsible for providing to its own employees all employee benefits required by law. The
4 Contractor shall save the County harmless from all matters relating to the payment of
5 Contractor's employees, including compliance with Social Security withholding and all related
6 regulations.
7 7.4 Services to Others. The parties acknowledge that, during the term of this
8 Agreement, the Contractor may provide services to others unrelated to the County.
9 Article 8
10 Indemnity and Defense
11 8.1 Contractor's Indemnity. The Contractor shall indemnify and hold harmless and
12 defend the County and City (including its officers, agents, employees, and volunteers) against
13 all claims, demands, injuries, damages, costs, expenses (including attorney fees and costs),
14 fines, penalties, and liabilities of any kind to the County and City, the Contractor, or any third
15 party that arise from or relate to the performance or failure to perform by the Contractor (or any
16 of its officers, agents, subcontractors, or employees) under this Agreement. The County may
17 conduct or participate in its own defense without affecting the Contractor's obligation to
18 indemnify and hold harmless or defend the County.
19 8.2 County's Indemnity. The County shall indemnify and hold harmless and defend the
20 Contractor (including its officers, agents, employees, and volunteers) against all claims,
21 demands, injuries, damages, costs, expenses (including attorney fees and costs), fines,
22 penalties, and liabilities of any kind to the Contractor, the County, or any third party that arise
23 from or relate to the performance or failure to perform by the County or City (or any of its
24 officers, agents, subcontractors, or employees) under this Agreement or under the City-County
25 Agreement. The Contractor may conduct or participate in its own defense without affecting the
26 County's obligation to indemnify and hold harmless or defend the Contractor.
27 8.3 Concurrent Negligence. In the event of concurrent negligence on the part of
28 Contractor or any of its officers, agents or employees, and of County or City or any of their
7
1 respective officers, agents, or employees, the liability for any and all such claims, demands and
2 actions in law or equity for such costs and expenses (including attorneys' fees and costs),
3 damages, and losses shall be apportioned under the State of California's theory of comparative
4 negligence as presently established or as may be modified hereafter
5 8.4 Survival. This Article 8 survives the termination of this Agreement.
6 Article 9
7 Insurance
8 9.1 The Contractor shall comply with all insurance requirements as are provided in the
9 EMS Provider Agreement. The parties agree that the provisions of the EMS Provider Agreement
10 (including any future amendments) shall and will be incorporated by this reference, as though
11 each and every such of the terms are set forth below. Contractor's failure to maintain all such
12 insurance coverages shall be deemed to be a breach of this Agreement.
13 Article 10
14 Inspections, Audits, and Public Records
15 10.1 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 10.2 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 10.3 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 10.4 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 11
20 Disclosure of Self-Dealing Transactions
21 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
22 or changes its status to operate as a corporation.
23 11.2 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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1 11.3 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 12
5 General Terms
6 12.1 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 12.2 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 12.3 Governing Law. The laws of the State of California govern all matters arising from
13 or related to this Agreement.
14 12.4 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 12.5 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 12.6 Days. Unless otherwise specified, "days" means calendar days.
23 12.7 Headings. The headings and section titles in this Agreement are for convenience
24 only and are not part of this Agreement.
25 12.8 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 12.9 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 12.10 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 12.11 Force Majeure.
14 A. If either party hereto is rendered unable, wholly or in part, by Force Majeure to
15 carry out its obligations under this Agreement, that party shall give to the other party hereto
16 prompt written notice of the Force Majeure with full particulars relating thereto. Thereupon, the
17 obligations of the party giving the notice, so far as they are affected by the Force Majeure, shall
18 be suspended during, but no longer than, the continuance of the Force Majeure, except for a
19 reasonable time thereafter required to resume performance.
20 B. During any period in which either party hereto is excused from performance by
21 reason of the occurrence of an event of Force Majeure, the party so excused shall promptly,
22 diligently, and in good faith take all reasonable action required in order for it to be able to
23 promptly commence or resume performance of its obligations under this Agreement. Without
24 limiting the generality of the foregoing, the party so excused from performance shall, during any
25 such period of Force Majeure, take all reasonable action necessary to terminate any temporary
26 restraining order or preliminary or permanent injunctions to enable it to so commence or resume
27 performance of its obligations under this Agreement.
28
12
1 A. The party whose performance is excused due to the occurrence of an event of
2 Force Majeure shall, during such period, keep the other party hereto notified of all such actions
3 required in order for it to be able to commence or resume performance of its obligations under
4 this Agreement.
5 B. "Force Majeure" is defined as an Act of God, act of public enemy, war, and other
6 extraordinary causes not reasonably within the control of either of the parties hereto.
7 12.12 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
8 between the Contractor and the County with respect to the subject matter of this Agreement,
9 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
10 publications, and understandings of any nature unless those things are expressly included in
11 this Agreement. If there is any inconsistency between the terms of this Agreement without its
12 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
13 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
14 exhibits.
15 12.13 No Third-Party Beneficiaries. This Agreement does not and is not intended to
16 create any rights or obligations for any person or entity except for the parties.
17 12.14 Authorized Signature. The Contractor represents and warrants to the County that:
18 (A) The Contractor is duly authorized and empowered to sign and perform its
19 obligations under this Agreement.
20 (B) The individual signing this Agreement on behalf of the Contractor is duly
21 authorized to do so and his or her signature on this Agreement legally binds the
22 Contractor to the terms of this Agreement.
23 12.15 Electronic Signatures. The parties agree that this Agreement may be executed by
24 electronic signature as provided in this section.
25 (A) An "electronic signature" means any symbol or process intended by an individual
26 signing this Agreement to represent their signature, including but not limited to (1) a
27 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
28
13
1 electronically scanned and transmitted (for example by PDF document) version of an
2 original handwritten signature.
3 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
4 equivalent to a valid original handwritten signature of the person signing this Agreement
5 for all purposes, including but not limited to evidentiary proof in any administrative or
6 judicial proceeding, and (2) has the same force and effect as the valid original
7 handwritten signature of that person.
8 (C)The provisions of this section satisfy the requirements of Civil Code section
9 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
10 Part 2, Title 2.5, beginning with section 1633.1).
11 (D) Each party using a digital signature represents that it has undertaken and
12 satisfied the requirements of Government Code section 16.5, subdivision (a),
13 paragraphs (1) through (5), and agrees that each other party may rely upon that
14 representation.
15 (E) This Agreement is not conditioned upon the parties conducting the transactions
16 under it by electronic means and either party may sign this Agreement with an original
17 handwritten signature.
18 12.16 Counterparts. This Agreement may be signed in counterparts, each of which is an
19 original, and all of which together constitute this Agreement.
20 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
K.W.P.H. Enterprises, dba American COUNTY OF FRESNO
3 Ambulance
4
5
President, K.W.P.H Enterprises Sa Q int ro, hairman of the Board of
6 Su,to he County of Fresno
7 \��\ Attest:
0..�C��. Bernice E. Seidel
8 Print Name Clerk of the Board of Supervisors
County of Fresno, State of California
9
10 By
Chief, in ncial ffice or Corporate Dep ty
11 Secretary
12
13
Print Name and Title
14
15 2911 E Tulare St.
Fresno, CA 93721
16
17
18
For accounting use only:
19
Org No.: 56201693
20 Account No.: 7295
Fund No.: 0001
21 Subclass No.: 10000
22
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15
Exhibit A
1 Scope of Services
2 A. Subject to City timely paying County for Fire Dispatching Services (as defined in
3 Article 3 of the City-County Agreement) under the City-County Agreement:
4 (1) Contractor, shall provide Fire Dispatching Services requiring responses by
5 City Fire apparatuses as follows:
6 a. Contractor shall provide all Fire Dispatching Services in accordance
7 with City Fire's Policies and Procedures ("City Fire's Policies and
8 Procedures"), which shall be approved by County's EMS Director, or
9 designee, (the "County's Representative").
10 b. Contractor shall dispatch City Fire's apparatuses through City's radios
11 and electronic communications, and in accordance with City Fire's
12 Policies and Procedures approved by County's Representative.
13 c. Contractor shall provide pre-arrival instructions to callers requesting
14 fire suppression service responses in accordance with City Fire's
15 Policies and Procedures approved by County's Representative.
16 d. Contractor shall provide inter-agency coordination regarding requests
17 for fire suppression service, mutual aid and instant aid services, and
18 order specialized fire equipment from City or other agencies (e.g.,
19 hazardous materials equipment, or"jaws of life") which may be
20 needed to handle an incident, and perform other related duties in
21 accordance with City Fire's Policies and Procedures approved by
22 County's Representative.
23 e. Contractor shall track all activity of City Fire's apparatuses responses
24 utilizing the County's EMS Communications Center CAD system.
25 f. County shall provide one (1) radio operator for dispatching of City
26 Fire's apparatuses twenty-four (24) hours a day, seven (7) days a
27 week. City understands that the radio operator is not dedicated for
28
A-1
Exhibit A
1 the sole purpose of City and that the radio operator may be
2 dispatching other fire and EMS providers.
3 g. Contractor shall provide that a minimum of one (1)dispatch
4 supervisor shall be on duty at County's EMS Communications Center
5 twenty-four (24) hours a day, seven (7) days a week. The supervisor
6 shall be available to City's on-duty fire administration as needed.
7 h. Contractor shall maintain an up-to-date manual of City Fire's Policies
8 and Procedures (approved by County's Representative, as provided
9 herein) for all dispatch staff, and shall provide for training and
10 continuing education of dispatch staff as needed.
11 i. The goal for the immediate dispatch of a fire apparatus, in accordance
12 with City Fire approved dispatch protocols, and excluding multiple unit
13 responses, reassigned responses and other situations beyond the
14 County's EMS Communications Center control; shall be sixty (60)
15 seconds. The dispatch time will be measured from the time the
16 telephone is answered by the call taker to the time the first fire
17 apparatus is alerted to the incident either by radio, telephone, pager,
18 or station alerting device. A review shall occur for all cases in which
19 dispatches are over ninety (90) seconds and results will be evaluated
20 for improvement opportunities by the Fire Dispatch Continuous
21 Quality Improvement (CQI) Committee.
22 It is understood, because of the dynamic nature of emergency services, there are
23 situations when the sixty (60) second dispatch goal may not be achieved. Examples of these
24 situations include, but are not limited to:
25 (1) calls with incomplete, inaccurate or no ANUALI information (including CAD-
26 to-CAD).
27 (2) Calls that do not geo-verify in the CAD.
28
A-2
Exhibit A
1 (3) Calls in which the reporting party is either unable or unwilling to immediately
2 provide all required information as part of the call taking process (i.e., non-
3 English speaking, hysterical, or uncooperative) or use of the Teletype (TTY)
4 or Telecommunication Device for the Deaf (TDD)or audio relay device.
5 B. It is understood by the parties hereto that:
6 (1) Contractor's provision of Fire Dispatching Services herein does not include
7 any Contractor or County provision of fire suppression services.
8 (2) All fire suppression services for all fire suppression calls to be dispatched by
9 Contractor are to be provided by City pursuant to the City-County
10 Agreement.
11 (3) Contractor is providing Fire Dispatching Services herein on a non-exclusive
12 basis.
13 (4) County's compensation paid to Contractor for its performance of Fire
14 Dispatching Services herein is for supplemental services that are in addition
15 to any other services that Contractor provides, and for which Contractor
16 acknowledges that Contractor is paid in accordance with the EMS Provider
17 Agreement.
18 (5) Contractor shall first obtain County's written permission to provide any other
19 dispatching services through the County's EMS Communications Center.
20 Notwithstanding anything stated to the contrary herein, Contractor
21 covenants, warrants, and represents to County that:
22 a. Any funds that County may pay to Contractor, or that Contractor
23 otherwise may collect from performing service in connection with the
24 EMS Provider Agreement, including, but not limited to, County
25 compensation and Contractor's fees and charges for services
26 rendered to patients, shall not be diverted or otherwise used, either
27 directly or indirectly, by Contractor to subsidize Contractor's
28 performance of this Agreement.; and
A-3
Exhibit A
1 b. Contractor shall not directly or indirectly charge any costs or
2 expenses incurred in connection with the performance of this
3 Agreement to any of Contractor's other operations for or approved by
4 County, including but not limited to Contractor's operations in the
5 County's EMS Communications Center for County under the EMS
6 Provider Agreement and/or for other County-approved agencies
7 (e.g., agencies that may be outside of Fresno County such as the
8 County of Kings or cities or special districts, if any, within Fresno
9 County).
10 C. Contractor's performance of Fire Dispatching Services herein shall enhance
11 Contractor's peak load capacity, disaster readiness and overall efficiency in providing
12 dispatching services in County's EMS Communications Center, and shall not detract from
13 Contractor's performance of its obligations under the EMS Provider Agreement, or any other
14 agreement, if any, entered into or authorized by County.
15
16
17
18
19
20
21
22
23
24
25
26
27
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A-4
Exhibit B
Compensation
The Contractor will be compensated for performance of its services under this
Agreement as provided in this Exhibit B. The Contractor is not entitled to any compensation
except as expressly provided in this Exhibit B.
Contractor will be compensated according to the following schedule:
Payment Month Payment
Amount
1 Jul 2023 $1,232.50
2 Aug2023 $1,232.50
3 Sep 2023 $1,232.50
4 Oct 2023 $1,232.50
5 Nov 2023 $1,232.50
6 Dec 2023 $1,232.50
7 Jan 2024 $1,232.50
8 Feb 2024 $1,232.50
9 Mar 2024 $1,232.50
10 A r 2024 $1,232.50
11 May 2024 $1,232.50
12 Jun 2024 $1,232.50
13 Ju12024 $1,257.00
14 Aug2024 $1,257.00
15 Sep 2024 $1,257.00
16 Oct 2024 $1,257.00
17 Nov 2024 $1,257.00
18 Dec 2024 $1,257.00
19 Jan 2025 $1,257.00
20 Feb 2025 $1,257.00
21 Mar2025 $1,257.00
22 A r 2025 $1,257.00
23 May 2025 $1,257.00
24 Jun 2025 $1,257.00
25 Ju12025 $1,282.25
26 Aug2025 $1,282.25
27 Sep 2025 $1,282.25
28 Oct 2025 $1,282.25
29 Nov 2025 $1,282.25
30 Dec 2025 $1,282.25
31 Jan 2026 $1,282.25
32 Feb 2026 $1,282.25
33 Mar 2026 $1,282.25
34 A r 2026 $1,282.25
35 May 2026 $1,282.25
36 Jun 2026 $1,282.25
B-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).
C-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:
C-2