HomeMy WebLinkAboutKWPH Enterprises dba American Ambulance-Dispatching Services for Kings County_A-23-332.pdf COtj County of Fresno Hall of Records, Room 301
2281 Tulare Street
Fresno,California
Board of Supervisors 93721-2198
O� 1$36 O Telephone:(559)600-3529
Minute Order Toll Free: 1-800-742-1011
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
t' Board Agenda Item 68
O 1856 O
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. 23-332
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 ("American-Kings"), and the County of Fresno, a political subdivision of the State of California
5 ("County").
6 Recitals
7 A. Requests for ambulance services throughout Kings County are transferred by Kings
8 County law and fire agencies to the County's Emergency Medical Services (EMS)
9 Communications Center for emergency medical dispatch services.
10 B. County provides EMS dispatching services, including receipt and processing request for
11 ambulance services, provision of pre-arrival instructions, dispatch of appropriate ambulances,
12 and notification of first responder agencies, when necessary.
13 C. County prefers to have a written EMS dispatch agreement with American-Kings for use
14 of the County's EMS Communications Center in order to be consistent with all other users of the
15 County's EMS Communications Center and to assure appropriate compensation is received for
16 use of the County's EMS Communications Center.
17 D. American-Kings desires to receive EMS dispatching services from County's EMS
18 Communications Center.
19 E. County's EMS Communications Center is staffed and operated by American's Fresno
20 County operations ("American-Fresno") through that certain Emergency Medical Services
21 Provider Agreement for Emergency Ambulance Services, dated May 16, 2017 (County
22 Agreement No. A-17-218, "EMS Provider Agreement"), as amended, by and between County
23 and American-Fresno.
24 The parties therefore agree as follows:
25 Article 1
26 American-King's Responsibilities
27 1.1 American-Kings shall perform all of the services provided in Exhibit A to this
28 Agreement, titled "Scope of Services."
1
1 1.2 Representation. American-Kings represents that it is qualified, ready, willing, and
2 able to perform all of the services provided in this Agreement.
3 1.3 Compliance with Laws. American-Kings shall, at its own cost, comply with all
4 applicable federal, state, and local laws and regulations in the performance of its obligations
5 under this Agreement, including but not limited to workers compensation, labor, and
6 confidentiality laws and regulations.
7 Article 2
8 County's Services
9 2.1 Scope of Services. The County shall perform all of the services provided in Exhibit
10 B to this Agreement titled "County's Services".
11 2.2 Representation. The County represents that it is qualified, ready, willing, and able to
12 perform all of the services provided in this Agreement.
13 Article 3
14 Compensation, Invoices, and Payments
15 3.1 For County's performance of EMS dispatch services herein, American-Kings agrees
16 to pay County and County agrees to receive compensation pursuant to Exhibit C.
17 3.2 Maximum Compensation. The maximum compensation payable to the County
18 under this Agreement is One Hundred Eight Thousand One Hundred Twenty-Six and No/100
19 Dollars ($108,126.00).
20 3.3 Invoices. County shall submit monthly invoices to American-Kings, addressed to
21 American Ambulance, 2911 Tulare Ave, Fresno, California 93721.
22 3.4 Payment. American-Kings shall pay County within 15 days of receipt of monthly
23 invoice. All payments shall be remitted to County at the following address: Department of Public
24 Health — Emergency Medical Services Division, P.O. Box 11867, Fresno, CA 93775.
25 Article 4
26 Term of Agreement
27 4.1 Term. This Agreement is effective on July 1, 2023, and terminates on June 30, 2026,
28 except as provided in Article 6, "Termination and Suspension," below.
2
1 4.2 Data upon termination. Upon the termination of this Agreement, County shall
2 promptly American-Kings with the data generated through the EMS dispatch services provided
3 herein in a commonly usable electronic format.
4 Article 5
5 Notices
6 5.1 Contact Information. The persons and their addresses having authority to give and
7 receive notices provided for or permitted under this Agreement include the following:
8
For the County:
9 Director, Department of Public Health
County of Fresno
10 P.O. Box 11867
Fresno, CA 93775
11 CCEMSA@fresnocountyca.gov
Fax: (559) 600-7691
12
For American-Kings:
13 American Ambulance
President
14 2911 E Tulare Street
Fresno, CA 93721
15
5.2 Change of Contact Information. Either party may change the information in section
16
5.1 by giving notice as provided in section 5.3.
17
5.3 Method of Delivery. Each notice between the County and American-Kings provided
18
for or permitted under this Agreement must be in writing, state that it is a notice provided under
19
this Agreement, and be delivered either by personal service, by first-class United States mail, by
20
an overnight commercial courier service, by telephonic facsimile transmission, or by Portable
21
Document Format (PDF) document attached to an email.
22
(A) A notice delivered by personal service is effective upon service to the recipient.
23
(B) A notice delivered by first-class United States mail is effective three County
24
business days after deposit in the United States mail, postage prepaid, addressed to the
25
recipient.
26
(C)A notice delivered by an overnight commercial courier service is effective one
27
County business day after deposit with the overnight commercial courier service,
28
3
1 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
2 the recipient.
3 (D)A notice delivered by telephonic facsimile transmission or by PDF document
4 attached to an email is effective when transmission to the recipient is completed (but, if
5 such transmission is completed outside of County business hours, then such delivery is
6 deemed to be effective at the next beginning of a County business day), provided that
7 the sender maintains a machine record of the completed transmission.
8 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
9 nothing in this Agreement establishes, waives, or modifies any claims presentation
10 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
11 of Title 1 of the Government Code, beginning with section 810).
12 Article 6
13 Termination and Suspension
14 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
15 contingent on the approval of funds by the appropriating government agency. If sufficient funds
16 are not allocated, then either party may:
17 (A) Modify the services provided by American-Kings under this Agreement; or
18 (B) Terminate this Agreement by the non-appropriating governmental agency giving
19 the other party at least 90 days advance written notice of an intention to terminate.
20 6.2 Termination for Breach.
21 (A) Upon determining that a breach (as defined in paragraph (C) below) has
22 occurred, the County may give written notice of the breach to American-Kings. The
23 written notice may suspend performance under this Agreement, and must provide at
24 least 30 days for American-Kings to cure the breach.
25 (B) If American-Kings fails to cure the breach to the County's satisfaction within the
26 time stated in the written notice, the County may terminate this Agreement immediately.
27 (C) For purposes of this section, a breach occurs when, in the determination of the
28 County, American-Kings has:
4
1 (1) Obtained or used funds illegally or improperly;
2 (2) Failed to comply with any part of this Agreement;
3 (3) Submitted a substantially incorrect or incomplete report to the County; or
4 (4) Improperly performed any of its obligations under this Agreement.
5 6.3 Termination without Cause. In circumstances other than those set forth above, the
6 either party may terminate this Agreement by giving at least 90 days advance written notice to
7 the other party
8 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
9 under this Article 6 is without penalty to or further obligation of the County.
10 6.5 County's Rights upon termination. American-Kings shall compensate or provide
11 funding to County for services performed prior to termination of this Agreement. This section
12 survives the termination of this Agreement.
13 Article 7
14 Independent Contractor
15 7.1 Status. In performing under this Agreement, the County, including its officers,
16 agents, employees, and volunteers, is at all times acting and performing as an independent
17 contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint
18 venturer, partner, or associate of American-Kings.
19 7.2 Verifying Performance. American-Kings has no right to control, supervise, or direct
20 the manner or method of the County's performance under this Agreement, but American-Kings
21 may verify that the County is performing according to the terms of this Agreement.
22 7.3 Benefits. Because of its status as an independent contractor, County has no right to
23 employment rights or benefits available to American-Kings employees. The County is solely
24 responsible for providing to its own employees all employee benefits required by law. The
25 County shall save American-Kings harmless from all matters relating to the payment of County's
26 employees, including compliance with Social Security withholding and all related regulations.
27 7.4 Services to Others. The parties acknowledge that, during the term of this
28 Agreement, the County may provide services to others unrelated to American-Kings.
5
1 Article 8
2 Indemnity and Defense
3 8.1 American-Kings Indemnity. American-Kings shall indemnify and hold harmless and
4 defend the County (including its officers, agents, employees, and volunteers) against all claims,
5 demands, injuries, damages, costs, expenses (including attorney fees and costs), fines,
6 penalties, and liabilities of any kind to the County, American-Kings, or any third party that arise
7 from or relate to the performance or failure to perform by American-Kings (or any of its officers,
8 agents, subcontractors, or employees) under this Agreement. The County may conduct or
9 participate in its own defense without affecting American-Kings' obligation to indemnify and hold
10 harmless or defend the County.
11 8.2 County's Indemnity. County shall indemnify and hold harmless and defend
12 American-Kings (including its officers, agents, employees, and volunteers) against all claims,
13 demands, injuries, damages, costs, expenses (including attorney fees and costs), fines,
14 penalties, and liabilities of any kind to American-Kings, County, or any third party that arise from
15 or relate to the performance or failure to perform by County (or any of its officers, agents,
16 subcontractors, employees, or Provider) under this Agreement. American-Kings may conduct or
17 participate in its own defense without affecting the County's obligation to indemnify and hold
18 harmless or defend American-Kings.
19 8.3 Concurrent Negligence. In the event of concurrent negligence on the part of
20 American-Kings or any of its officers, agents or employees, and of County or any of their
21 respective officers, agents, or employees, the liability for any and all such claims, demands and
22 actions in law or equity for such costs and expenses (including attorneys' fees and costs),
23 damages, and losses shall be apportioned under the State of California's theory of comparative
24 negligence as presently established or as may be modified hereafter
25 8.4 Survival. This Article 8 survives the termination of this Agreement.
26
27
28
6
1 Article 9
2 Insurance
3 9.1 The County and American-Kings shall comply with all the insurance requirements in
4 Exhibit D to this Agreement.
5 Article 10
6 Inspections, Audits, and Public Records
7 10.1 Inspection of Documents. Each Party shall make available to the other party, and
8 the other party may examine at any time during business hours and as often as deemed
9 necessary, all records and data with respect to the matters covered by this Agreement,
10 excluding attorney-client privileged communications. Each party shall, upon request by the other
11 party, permit the other party to audit and inspect all of such records and data to ensure the
12 former party's compliance with the terms of this Agreement.
13 10.2 State Audit Requirements. If the compensation to be paid by the County under this
14 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
15 California State Auditor, as provided in Government Code section 8546.7, for a period of three
16 years after final payment under this Agreement. This section survives the termination of this
17 Agreement.
18 10.3 Public Records. The County is not limited in any manner with respect to its public
19 disclosure of this Agreement or any record or data that American-Kings may provide to the
20 County. The County's public disclosure of this Agreement or any record or data that American-
21 Kings may provide to the County may include but is not limited to the following:
22 (A) The County may voluntarily, or upon request by any member of the public or
23 governmental agency, disclose this Agreement to the public or such governmental
24 agency.
25 (B) The County may voluntarily, or upon request by any member of the public or
26 governmental agency, disclose to the public or such governmental agency any record or
27 data that American-Kings may provide to the County, unless such disclosure is
28 prohibited by court order.
7
1 (C)This Agreement, and any record or data that American-Kings may provide to the
2 County, is subject to public disclosure under the Ralph M. Brown Act (California
3 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
4 (D)This Agreement, and any record or data that American-Kings may provide to the
5 County, is subject to public disclosure as a public record under the California Public
6 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
7 with section 6250) ("CPRA").
8 (E) This Agreement, and any record or data that American-Kings may provide to the
9 County, is subject to public disclosure as information concerning the conduct of the
10 people's business of the State of California under California Constitution, Article 1,
11 section 3, subdivision (b).
12 (F) Any marking of confidentiality or restricted access upon or otherwise made with
13 respect to any record or data that American-Kings may provide to the County shall be
14 disregarded and have no effect on the County's right or duty to disclose to the public or
15 governmental agency any such record or data.
16 10.4 Public Records Act Requests. If the County receives a written or oral request
17 under the CPRA to publicly disclose any record that is in American-Kings' possession or control,
18 and which the County has a right, under any provision of this Agreement or applicable law, to
19 possess or control, then the County may demand, in writing, that American-Kings deliver to the
20 County, for purposes of public disclosure, the requested records that may be in the possession
21 or control of American-Kings. Within five business days after the County's demand, American-
22 Kings shall (a) deliver to the County all of the requested records that are in American-Kings'
23 possession or control, together with a written statement that American-Kings, after conducting a
24 diligent search, has produced all requested records that are in American-Kings' possession or
25 control, or (b) provide to the County a written statement that American-Kings, after conducting a
26 diligent search, does not possess or control any of the requested records. American-Kings shall
27 cooperate with the County with respect to any County demand for such records. If American-
28 Kings wishes to assert that any specific record or data is exempt from disclosure under the
8
1 CPRA or other applicable law, it must deliver the record or data to the County and assert the
2 exemption by citation to specific legal authority within the written statement that it provides to
3 the County under this section. American-Kings' assertion of any exemption from disclosure is
4 not binding on the County, but the County will give at least 10 days' advance written notice to
5 American-Kings before disclosing any record subject to American-Kings' assertion of exemption
6 from disclosure. American-Kings shall indemnify the County for any court-ordered award of
7 costs or attorney's fees under the CPRA that results from American-Kings' delay, claim of
8 exemption, failure to produce any such records, or failure to cooperate with the County with
9 respect to any County demand for any such records.
10 Article 11
11 General Terms
12 11.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
13 Agreement may not be modified, and no waiver is effective, except by written agreement signed
14 by both parties. American-Kings acknowledges that County employees have no authority to
15 modify this Agreement except as expressly provided in this Agreement.
16 11.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
17 under this Agreement without the prior written consent of the other party.
18 11.3 Governing Law. The laws of the State of California govern all matters arising from
19 or related to this Agreement.
20 11.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
21 County, California. American-Kings consents to California jurisdiction for actions arising from or
22 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
23 brought and maintained in Fresno County.
24 11.5 Construction. The final form of this Agreement is the result of the parties' combined
25 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
26 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
27 against either party.
28 11.6 Days. Unless otherwise specified, "days" means calendar days.
9
1 11.7 Headings. The headings and section titles in this Agreement are for convenience
2 only and are not part of this Agreement.
3 11.8 Severability. If anything in this Agreement is found by a court of competent
4 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
5 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
6 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
7 intent.
8 11.9 Nondiscrimination. During the performance of this Agreement, American-Kings
9 shall not unlawfully discriminate against any employee or applicant for employment, or recipient
10 of services, because of race, religious creed, color, national origin, ancestry, physical disability,
11 mental disability, medical condition, genetic information, marital status, sex, gender, gender
12 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
13 all applicable State of California and federal statutes and regulation.
14 11.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
15 of American-Kings under this Agreement on any one or more occasions is not a waiver of
16 performance of any continuing or other obligation of American-Kings and does not prohibit
17 enforcement by the County of any obligation on any other occasion.
18 11.11 Provider. The parties acknowledge that Provider, or its replacement, if any during
19 the term of the Provider Agreement, will carry out County's provision of dispatching serves
20 herein. In the event of any such replacement of Provider, the replacement EMS Provider
21 Agreement will be on substantially the same terms as the EMS Provider Agreement to the
22 extend that it concerns this Agreement, as provided herein.
23 11.12 Force Majeure.
24 A. If either party hereto is rendered unable, wholly or in part, by Force Majeure to
25 carry out its obligations under this Agreement, that party shall give to the other party hereto
26 prompt written notice of the Force Majeure with full particulars relating thereto. Thereupon, the
27 obligations of the party giving the notice, so far as they are affected by the Force Majeure, shall
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1 be suspended during, but no longer than, the continuance of the Force Majeure, except for a
2 reasonable time thereafter required to resume performance.
3 B. During any period in which either party hereto is excused from performance by
4 reason of the occurrence of an event of Force Majeure, the party so excused shall promptly,
5 diligently, and in good faith take all reasonable action required in order for it to be able to
6 promptly commence or resume performance of its obligations under this Agreement. Without
7 limiting the generality of the foregoing, the party so excused from performance shall, during any
8 such period of Force Majeure, take all reasonable action necessary to terminate any temporary
9 restraining order or preliminary or permanent injunctions to enable it to so commence or
10 resume performance of its obligations under this Agreement.
11 C. The party whose performance is excused due to the occurrence of an event of
12 Force Majeure shall, during such period, keep the other party hereto notified of all such actions
13 required in order for it to be able to commence or resume performance of its obligations under
14 this Agreement.
15 D. "Force Majeure" is defined as an Act of God, act of public enemy, war, and other
16 extraordinary causes not reasonably within the control of either of the parties hereto.
17 11.13 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
18 between American-Kings and the County with respect to the subject matter of this Agreement,
19 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
20 publications, and understandings of any nature unless those things are expressly included in
21 this Agreement. If there is any inconsistency between the terms of this Agreement without its
22 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
23 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
24 exhibits.
25 11.14 No Third-Party Beneficiaries. This Agreement does not and is not intended to
26 create any rights or obligations for any person or entity except for the parties.
27 11.15 Authorized Signature. American-Kings represents and warrants to the County that:
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1 (A) American-Kings is duly authorized and empowered to sign and perform its
2 obligations under this Agreement.
3 (B) The individual signing this Agreement on behalf of American-Kings is duly
4 authorized to do so and his or her signature on this Agreement legally binds American-
5 Kings to the terms of this Agreement.
6 11.16 Electronic Signatures. The parties agree that this Agreement maybe executed by
7 electronic signature as provided in this section.
8 (A) An "electronic signature" means any symbol or process intended by an individual
9 signing this Agreement to represent their signature, including but not limited to (1) a
10 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
11 electronically scanned and transmitted (for example by PDF document) version of an
12 original handwritten signature.
13 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
14 equivalent to a valid original handwritten signature of the person signing this Agreement
15 for all purposes, including but not limited to evidentiary proof in any administrative or
16 judicial proceeding, and (2) has the same force and effect as the valid original
17 handwritten signature of that person.
18 (C)The provisions of this section satisfy the requirements of Civil Code section
19 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
20 Part 2, Title 2.5, beginning with section 1633.1).
21 (D) Each party using a digital signature represents that it has undertaken and
22 satisfied the requirements of Government Code section 16.5, subdivision (a),
23 paragraphs (1)through (5), and agrees that each other party may rely upon that
24 representation.
25 (E) This Agreement is not conditioned upon the parties conducting the transactions
26 under it by electronic means and either party may sign this Agreement with an original
27 handwritten signature.
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1 11.17 Counterparts. This Agreement maybe signed in counterparts, each of which is an
2 original, and all of which together constitute this Agreement.
3 [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 COUNTY OF FRESNO
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American/ambulance
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President, K.W.P.H. Enterprises Sal ui t o, airman of the Board of
7 Su sors he County of Fresno
A
\ Q
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9 Print Name
10 C J
Date
12 Attest:
Bernice E. Seidel
13 Clerk of the Board of Supervisors
County of Fresno, State of California
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15 By: .
2911 E Tulare St De uty
16 Fresno, CA 93721
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For accounting use only:
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Org No.: 0001
21 Account No.: 5039
Fund No.: 56201693
22 Subclass No.: 100000
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Exhibit A
1 American-Kings Responsibilities
2 American-Kings shall perform the following functions:
3 (1) American-Kings shall provide ambulance services for all incidents
4 dispatched by County's EMS Communications Center that require the response of an
5 ambulance.
6 (2) American-Kings shall consult with County's Representative
7 in developing American-Kings policies and procedures as it relates to EMS dispatching.
8 American-Kings shall not approve American-Kings policies and procedures relating to dispatch
9 until first having conferred with County's Representative and such representative agrees that
10 such policies and procedures are not inconsistent with the County's EMS Communication
11 Center's Policies and Procedures, and that American-Kings' policies and procedures do not
12 create additional workload for staff or impact other programs in the County's EMS
13 Communications Center.
14 (3) American-Kings shall provide continuing education and training to County's EMS
15 Communications Center radio operators and staff regarding the dispatching and management of
16 American-Kings resources, as needed.
17 (4) American-Kings shall assure that all calls to American-Kings for
18 ambulance service are immediately transferred to County's EMS Communications Center.
19 (5) American-Kings agrees to participate in an internal quality improvement
20 program, which includes the participation of County and Provider.
21 (6) American-Kings shall be responsible for the provision and maintenance of
22 all radio and computer equipment in American-Kings ambulances and vehicles.
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B-1
Exhibit B
1 County's Services
2 A. Subject to American-Kings timely paying County for EMS dispatching Services
3 (defined in Article 3 herein):
4 (1) County shall be responsible for the dispatching equipment, hardware,
5 software (including software licenses), and other technologies, which will be utilized for the
6 triage and entry of information for American-Kings' EMS dispatch services in County's EMS
7 Communications Center computer aided dispatch ("CAD") system, in connection with County's
8 performance of its EMS dispatch services for American-Kings under this Agreement. In the
9 event that American-Kings requests additional technologies, not currently available in County's
10 EMS Communications Center, American-Kings shall be solely responsible for all costs to
11 purchase and maintain said technology and/or equipment; and
12 (2) County shall be responsible for selection, configuration, installation, and
13 maintenance of all dispatching equipment, hardware, software and other technologies
14 associated with this Agreement. All dispatching equipment, hardware, software (including
15 software licenses), and other technologies purchased and/or obtained through this Agreement
16 shall be the sole property of County; and
17 (3) County shall provide EMS dispatch services requiring responses by
18 American-Kings as follows:
19 (a) County's EMS Communication Center shall provide all EMS
20 dispatch services in accordance with American-Kings' policies and procedures affecting
21 American-Kings under this Agreement (to the extent that they do not conflict with EMS Agency
22 policy and procedures). American-Kings' policies and procedures shall be subject to review by
23 County's EMS Director, or his or her designee (the "County's Representative"), as provided in
24 Section 1.C.(2) herein.
25 (b) County's EMS Communication Center shall dispatch American-
26 Kings ambulances through radio and electronic communications, and in accordance with
27 American-Kings and EMS Agency policies and procedures. American-Kings shall work
28 collaboratively with County on policies and procedures that are consistent with other agencies
B-1
Exhibit B
1 that are being dispatched in County's EMS Communications Center.
2 (c) County's EMS Communications Center shall provide pre-arrival
3 instructions to callers requesting EMS dispatch services.
4 (d) County's EMS Communications Center shall provide inter-agency
5 coordination regarding requests for EMS and first responder services, mutual aid and auto aid
6 services, and order specialized EMS related equipment from American-Kings or other agencies
7 (e.g., supervisor, rescue team, or"jaws of life")which may be needed to manage an incident,
8 and perform other related duties.
9 (e) County's EMS Communications Center shall track all activity of
10 American-Kings' ambulances and supervisor vehicles utilizing the County's EMS
11 Communications Center CAD system.
12 (f) County shall record all telephone and radio transmissions and
13 provide instant playback as needed. County shall retain recordings for a minimum of one-
14 hundred eighty (180) days.
15 (g) County shall provide reports to American-Kings as requested.
16 County must be given sufficient time to develop custom adhoc reports or reports that are not
17 already developed.
18 (h) County shall provide one (1) radio operator for dispatching of
19 American-Kings' ambulances and equipment twenty-four (24) hours a day, seven (7) days a
20 week. American-Kings understands that the radio operator is not dedicated for the sole
21 purpose of American-Kings and that the radio operator may be dispatching other fire and EMS
22 providers. County shall provide that dispatch staff shall be trained in emergency medical
23 dispatch.
24 (i) County shall provide that a minimum of one (1) dispatch
25 supervisor shall be on duty at County's EMS Communications Center twenty-four (24) hours a
26 day, seven (7) days a week. The supervisor shall be available to American-Kings'
27 administration as needed.
28 Q) County shall maintain an up-to-date policies and procedures for all
B-2
Exhibit B
1 dispatch staff, and shall provide for training and continuing education of dispatch staff as
2 needed.
3 (k) The goal for the immediate dispatch of an ambulance, in
4 accordance with County's dispatch protocols, and excluding multiple unit responses, reassigned
5 responses and other situations beyond the County's EMS Communications Center control, shall
6 be sixty (60) seconds. The dispatch time will be measured from the time the telephone is
7 answered by the call taker to the time the first ambulance is alerted to the incident either by radio,
8 telephone, pager or station alerting device. A review shall occur for all cases in which dispatches
9 are over ninety (90) seconds, and results will be evaluated for improvement opportunities by the
10 EMS Dispatch Continuous Quality Improvement (CQI) Committee.
11 It is understood that because of the dynamic nature of
12 emergency services, there are situations when the sixty(60) second dispatch goal may not be
13 achieved. Examples of these situations include, but are not limited to:
14 1. Calls not received through the 9-1-1 telephone system.
15 2. Calls that do not immediately geo-verify in the CAD.
16 3. Calls in which the public safety answering points dispatcher
17 does not immediately transfer the calling party.
18 4. Calls in which the reporting party is either unable or unwilling
19 to immediately provide all required information as part of the
20 call taking process (i.e., non-English speaking, hysterical, or
21 uncooperative).
22 B. It is understood by the parties hereto that County's provision of EMS dispatch
23 services herein does not include any County provision of ambulance services, and that County
24 is providing EMS dispatch services herein to American-Kings on a non-exclusive basis.
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B-3
Exhibit C
1 Compensation
2 County will be compensated according to the following schedule:
3 Payment Month Payment
Amount
4 1 Jul 2023 $3,003.50
5 2 Aug2023 $3,003.50
3 Sep 2023 $3,003.50
6 4 Oct 2023 $3,003.50
5 Nov 2023 $3,003.50
7 6 Dec 2023 $3,003.50
8 7 Jan 2024 $3,003.50
8 Feb 2024 $3,003.50
g 9 Mar 2024 $3,003.50
10 A r 2024 $3,003.50
10 11 May 2024 $3,003.50
12 Jun 2024 $3,003.50
11 13 Ju12024 $3,003.50
12 14 Aug2024 $3,003.50
15 Sep 2024 $3,003.50
13 16 Oct 2024 $3,003.50
17 Nov 2024 $3,003.50
14 18 Dec 2024 $3,003.50
19 Jan 2025 $3,003.50
15 20 Feb 2025 $3,003.50
16 21 Mar 2025 $3,003.50
22 A r 2025 $3,003.50
17 23 May 2025 $3,003.50
24 Jun 2025 $3,003.50
18 25 Ju12025 $3,003.50
19 26 Aug2025 $3,003.50
27 Sep 2025 $3,003.50
20 28 Oct 2025 $3,003.50
29 Nov 2025 $3,003.50
21 30 Dec 2025 $3,003.50
31 Jan 2026 $3,003.50
22 32 Feb 2026 $3,003.50
23 33 Mar 2026 $3,003.50
34 A r 2026 $3,003.50
24 35 May 2026 $3,003.50
36 Jun 2026 $3,003.50
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C-1
Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the indemnification of each party as stated in Article 8 above, it is understood
and agree that American-Kings and County shall maintain, at their sole expense, the following
insurance policies or self-insurance programs including, but not limited to, an insurance pooling
arrangement and/or Joint Powers Agreement to fund their respective liabilities through 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. Each party shall obtain an endorsement to this
policy naming the other party, 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 each party
is excess only and not contributing with insurance provided under the other party'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.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after American-Kings 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, American-Kings shall deliver, or cause its
broker or producer to deliver, to the County of Fresno, Department of Public Health, P.O.
Box 11867, Fresno, CA 93775, Attention: Contracts Section —61h Floor, or email,
DPHContracts@fresnocountyca.gov, 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) American-
Kings 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
D-1
Exhibit D
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
American-Kings' policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with 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, American-Kings 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, American-Kings 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, American-Kings
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 American-Kings 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 American-Kings 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, American-Kings shall deliver, or cause its broker or producer
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. American-Kings 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. American-Kings is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but American-Kings' waiver of subrogation under this paragraph is effective
whether or not American-Kings obtains such an endorsement.
(F) County's Remedy for American-King's Failure to Maintain. If American-Kings 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 American-Kings. The County may offset such
charges against any amounts owed by the County to American-Kings under this
Agreement.
D-2
Exhibit D
(G)Subcontractors. American-Kings shall require and verify that all subcontractors used
by County to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
American-Kings to provide services under this Agreement using subcontractors.
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