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HomeMy WebLinkAboutAgreement A-16-394 with KWPH Enterprises d.b.a. American Ambulance Riverdale Fire Dept.pdf Agreement No. 16-394 1 AGREEMENT 2 THIS AGREEMENT is made and entered into this 21st day of June , 2016, 3 by and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, 4 hereinafter referred to as "COUNTY," and K.W.P.H. ENTERPRISES, doing business as 5 AMERICAN AMBULANCE,a California Corporation, whose address is 2911 East Tulare 6 Street, Fresno, California 93721,hereinafter referred to as"CONTRACTOR." 7 WITNESSETH: 8 WHEREAS, COUNTY's Emergency Medical Services ("EMS") Communications 9 Center is staffed and operated by CONTRACTOR through that certain Emergency Medical 10 Services Provider Agreement for Emergency Ambulance Service and Advanced Life Support 1 l (Paramedic) Ambulance Service dated July 10, 2007 (COUNTY Agreement No. A-07-292, the 12 "EMS PROVIDER Agreement"), by and between COUNTY and PROVIDER; and 13 WHEREAS, Riverdale Public Utility District("DISTRICT")desires to receive 14 dispatching services for fire suppression calls, which may include dispatching of non-transport 15 first responder services,(collectively, "FIRE Dispatching Services") from COUNTY's EMS 16 Communications Center; and 17 WHEREAS, CONTRACTOR desires to provide dispatching services for DISTRICT; and 18 WHEREAS, it is to the mutual benefit and in the best interest of the DISTRICT and 19 COUNTY,and the parties hereto, to combine EMS dispatching services and FIRE Dispatching 20 Services for the purpose of providing improved services to the public; and 21 WHEREAS, CONTRACTOR and COUNTY developed an original Agreement on June 18, 22 2013 (COUNTY Agreement No. A-13-462) beginning August 2, 2013 through June 30, 2016; 23 and 24 WHEREAS, it is a goal of COUNTY and DISTRICT to consolidate dispatching services 25 in Fresno County; and 26 WHEREAS, it has been determined by DISTRICT and COUNTY that there is a need to 27 provide EMS dispatching services and FIRE Dispatching Services through a centralized and 28 combined effort by COUNTY's EMS Communications Center; and COUNTY OF FRESNO I WHEREAS, DISTRICT and COUNTY intend to enter into an agreement which will 2 continue the provision of FIRE Dispatching Services by COUNTY (the "DISTRICT-COUNTY 3 Agreement"); and 4 WHEREAS, CONTRACTOR is willing to facilitate the DISTRICT-COUNTY 5 Agreement by entering into this Agreement. 6 NOW, THEREFORE, in consideration of their mutual covenants and conditions,the 7 parties hereto agree as follows: 8 1. SERVICES 9 A. Subject to DISTRICT timely paying COUNTY for FIRE Dispatching 10 Services(defined in Section 4.A. of the DISTRICT-COUNTY Agreement) under the 11 DISTRICT-COUNTY Agreement: 12 (1) COUNTY shall obtain and maintain dispatching equipment, 13 hardware, software (including software licenses), and other technologies, which will be utilized 14 for the triage and entry of information for FIRE Dispatching Services in COUNTY's EMS 15 Communications Center computer aided dispatch("CAD") system, in connection with 16 CONTRACTOR's performance of FIRE Dispatching Services under this Agreement; and 17 (2) COUNTY shall be responsible for selection, configuration, 18 installation, and maintenance of all dispatching equipment, hardware, software and other 19 technologies associated with this Agreement. All dispatching equipment, hardware, software 20 (including software licenses), and other technologies purchased and/or obtained through this 21 Agreement shall be the sole property of COUNTY. 22 (3) CONTRACTOR, shall provide FIRE Dispatching Services 23 requiring responses by DISTRICT apparatuses as follows: 24 (a) CONTRACTOR shall provide all FIRE Dispatching 25 Services in accordance with DISTRICT's Policies and Procedures ("DISTRICT's Policies and 26 Procedures"), which shall be approved by COUNTY's EMS Director, or his or her designee 27 (the "COUNTY's Representative"). 28 (b) CONTRACTOR shall dispatch DISTRICT's apparatuses COUNTY OF FRFSNO 2 I through DISTRICT's radios and electronic communications, and in accordance with 2 DISTRICT's Policies and Procedures approved by COUNTY's Representative. 3 (c) CONTRACTOR shall provide pre-arrival instructions to 4 callers requesting fire suppression service responses in accordance with DISTRICT's Policies 5 and Procedures approved by COUNTY's Representative. 6 (d) CONTRACTOR shall provide inter-agency coordination 7 regarding requests for fire suppression service, mutual aid and instant aid services, and order 8 specialized fire equipment from DISTRICT or other agencies(e.g., hazardous materials 9 equipment, or"jaws of life") which may be needed to handle an incident, and perform other 10 related duties in accordance with DISTRICT's Policies and Procedures approved by I 1 COUNTY's Representative. 12 (e) CONTRACTOR shall track all activity of DISTRICT's 13 apparatuses responses utilizing the COUNTY's EMS Communications Center CAD system. 14 (f) COUNTY shall provide one (1) radio operator for 15 dispatching of DISTRICT'S apparatuses twenty-four(24) hours a day, seven (7) days a week. 16 DISTRICT understands that the radio operator is not dedicated for the sole purpose of 17 DISTRICT and that the radio operator may be dispatching other fire and EMS providers. 18 (g) CONTRACTOR shall provide that a minimum of one (1) 19 dispatch supervisor shall be on duty at COUNTY's EMS Communications Center twenty-four 20 (24)hours a day, seven(7)days a week. The supervisor shall be available to DISTRICT's on- 21 duty fire administration as needed. 22 (h) CONTRACTOR shall maintain an up-to-date manual of 23 DISTRICT's Policies and Procedures (approved by COUNTY's Representative, as provided 24 herein) for all dispatch staff, and shall provide for training and continuing education of dispatch 25 staff as needed. 26 (i) The goal for the immediate dispatch of a fire apparatus, in 27 accordance with DISTRICT approved dispatch protocols, and excluding multiple unit responses, 28 1 reassigned responses and other situations beyond the COUNTY's EMS Communications Center COUNTY OF FRESNO 3 1 control; shall be sixty (60) seconds. The dispatch time will be measured from the time the 2 telephone is answered by the call taker to the time the first fire apparatus is alerted to the incident 3 either by radio, telephone, pager, or station alerting device. A review shall occur for all cases in 4 which dispatches are over ninety (90) seconds and results will be evaluated for improvement 5 opportunities by the Fire Dispatch Continuous Quality Improvement(CQI)Committee. 6 It is understood, because of the dynamic nature of emergency services, there are 7 situations when the sixty (60) second dispatch goal may not be achieved. Examples of these 8 situations include,but are not limited to: 9 1. Calls not received through the 9-1-1 telephone 10 system. 11 2. Calls that do not immediately geo-verify in the CAD. 12 3. Calls in which the public safety answering points 13 (PSAP) dispatcher does not immediately transfer the 14 calling party. 15 4. Calls in which the reporting party is either unable or 16 unwilling to immediately provide all required 17 information as part of the call taking process (i.e., 18 non-English speaking,hysterical, or uncooperative). 19 5. Calls not meeting Priority I medical-aid criteria 20 during initial questioning. 21 B. It is understood by the parties hereto that(i) CONTRACTOR's provision 22 of FIRE Dispatching Services herein does not include any CONTRACTOR or COUNTY 23 provision of fire suppression services, (ii) all fire suppression services for all fire suppression 24 calls to be dispatched by CONTRACTOR are to be provided by DISTRICT pursuant to the 25 DISTRICT-COUNTY Agreement, (iii) CONTRACTOR is providing FIRE Dispatching 26 Services herein on a non-exclusive basis, (iv) COUNTY's compensation paid to 27 CONTRACTOR for its performance of FIRE Dispatching Services herein is for supplemental 28 services that are in addition to any other services that CONTRACTOR provides, and for which COUNTY OFFRESNO 4 I CONTRACTOR acknowledges that CONTRACTOR is paid in accordance with the EMS 2 PROVIDER Agreement, and (v) CONTRACTOR shall first obtain COUNTY's written 3 permission to provide any other dispatching services through the COUNTY's EMS 4 Communications Center. Notwithstanding anything stated to the contrary herein, 5 CONTRACTOR covenants, warrants, and represents to COUNTY that (i) Any funds that 6 COUNTY may pay to CONTRACTOR, or that CONTRACTOR otherwise may collect from 7 performing service in connection with the EMS PROVIDER Agreement, including, but not 8 limited to, COUNTY compensation and CONTRACTOR's fees and charges for services 9 rendered to patients, shall not be diverted or otherwise used, either directly or indirectly, by 10 CONTRACTOR to subsidize CONTRACTOR's performance of this Agreement, and(ii) I I CONTRACTOR shall not directly or indirectly charge any costs or expenses incurred in 12 connection with the performance of this Agreement to any of CONTRACTOR's other 13 operations for or approved by COUNTY, including but not limited to CONTRACTOR's 14 operations in the COUNTY's EMS Communications Center for COUNTY under the EMS 15 PROVIDER Agreement and/or for other COUNTY-approved agencies (e.g., agencies that may 16 be outside of Fresno County such as the County of Kings or cities or special districts, if any, 17 within Fresno County). 18 C. CONTRACTOR's performance of FIRE Dispatching Services herein shall 19 enhance CONTRACTOR's peak load capacity, disaster readiness and overall efficiency in 20 providing dispatching services in COUNTY's EMS Communications Center, and shall not 21 detract from CONTRACTOR's performance of its obligations under the EMS PROVIDER 22 Agreement, or any other agreement, if any, entered into or authorized by COUNTY. 23 D. COUNTY shall perform the following functions: 24 (1) COUNTY shall provide COUNTY-approved DISTRICT Policies 25 and Procedures to CONTRACTOR. 26 (2) COUNTY shall assure that all calls to DISTRICT for EMS and fire 27 suppression services are immediately transferred to COUNTY's EMS Communications Center. 28 (3) COUNTY agrees to provide for an internal quality improvement cou Y OF FRESNO 5 I program, which includes the participation of CONTRACTOR and DISTRICT. 2 2. TERM 3 This Agreement shall become effective on the I" day of July, 2016 and terminate 4 on the 31 st day of December, 2017, unless sooner terminated as provided herein. 5 Notwithstanding anything stated to the contrary herein,this Agreement shall 6 automatically terminate on any earlier date that the DISTRICT-COUNTY Agreement 7 terminates. 8 3. TERMINATION 9 A. Non-Allocation of Funds - The terms of this Agreement, and the services 10 to be provided hereunder, are contingent on the approval of funds by the appropriating 11 governmental agency, provided however, should sufficient funds not be allocated, (i) the 12 services provided may be modified at any time upon the parties' mutual written agreement, or 13 (ii)this Agreement may be terminated at any time by the COUNTY giving at least sixty(60) 14 days' advance written notice of an intention to terminate to the CONTRACTOR. 15 B. Without Cause - Under circumstances other than those set forth above, 16 this Agreement may be terminated by CONTRACTOR or COUNTY upon the giving of at least 17 sixty(60) days' advance written notice of an intention to terminate to the other party. 18 C. Material Breach- Either party may terminate this Agreement at any time 19 for cause for the other party's material breach of its obligations herein if not less than seven(7) 20 days' advance, written notice has been given to the other party and such breach remains uncured 21 within that seven(7) day period. The party receiving such notice may respond to said notice and 22 any charges contained therein within that seven(7) day period. A "Material Breach"by 23 CONTRACTOR, as that term is defined by and used in the EMS PROVIDER Agreement, also 24 shall be deemed to be a material breach by CONTRACTOR under this Agreement. Any notice 25 by COUNTY to CONTRACTOR of CONTRACTOR's Material Breach under the EMS 26 Provider Agreement shall satisfy the requirement of COUNTY giving notice to CONTRACTOR 27 of a material breach under this Agreement without the necessity of such notice referring to 28 CONTRACTROR's performance under this Agreement. COUNTY OF FRESNO 6 I D. COUNTY shall compensate or provide funding to CONTRACTOR for 2 any services performed under this Agreement prior to any termination of this Agreement. 3 4. COMPENSATION FOR SERVICES 4 A. For CONTRACTOR'S performance of FIRE Dispatching Services herein, 5 COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive a quarterly 6 lump-sum payment of Four Hundred Sixty-Eight and 50/100 Dollars ($468.50)pursuant to 7 Exhibit A, attached hereto and incorporated herein by this reference. The quarterly lump-sum 8 payment shall be paid for the performance of services as stated in this contract only while the 9 Agreement with American Ambulance(Agreement No. A-07-292) is still in effect. In no event 10 shall compensation for CONTRACTORS performance of FIRE Dispatching Services under this I I Agreement be in excess Two Thousand Eight Hundred Eleven and No/100 Dollars ($2,811.00) 12 B. COUNTY's obligation to compensate CONTRACTOR herein is subject to 13 COUNTY receiving sufficient and timely payments of funds from DISTRICT under the 14 DISTRICT-COUNTY Agreement. Subject to the foregoing sentence, COUNTY, promptly 15 following COUNTY's receipt of such DISTRICT funds, shall pay CONTRACTOR no later than 16 the fifteenth (151h) day of the month in which the services are provided by CONTRACTOR 17 without the necessity of CONTRACTOR submitting invoices to COUNTY. All payments shall 18 be remitted to CONTRACTOR at the following address: American Ambulance, 2911 East 19 Tulare Street, Fresno, CA 93721. 20 5. INDEPENDENT CONTRACTOR 21 A. In performance of the work,duties, and obligations assumed by 22 CONTRACTOR under this Agreement, it is mutually understood and agreed that 23 CONTRACTOR, including any and all of CONTRACTOR's officers, agents, and employees 24 will at all times be acting and performing as an independent contractor, and shall act in an 25 independent capacity and not as an officer, agent, servant, employee,joint venture,partner, or 26 associate of COUNTY. Furthermore, COUNTY shall have no right to control or supervise or 27 direct the manner or method by which CONTRACTOR shall perform its work and function, 28 except for CONTRACTOR's compliance with DISTRICT's Policies and Procedures,herein. COU OF FRESNO 7 I However, COUNTY shall retain the right to administer this Agreement so as to verify that 2 CONTRACTOR is performing its obligations in accordance with the terms and conditions 3 thereof. CONTRACTOR and COUNTY shall comply with all applicable provisions of law and 4 the rules and regulations, if any, of governmental authorities having jurisdiction over matters 5 which are directly or indirectly the subject of this Agreement. 6 B. Because of its status as an independent contractor, CONTRACTOR shall 7 have absolutely no right to employment rights and benefits available to COUNTY employees. 8 CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its 9 employees all legally-required employee benefits. In addition, CONTRACTOR shall be solely 10 responsible and save COUNTY harmless from all matters relating to payment of I I CONTRACTOR's employees, including compliance with Social Security, withholding, and all 12 other regulations governing such matters. It is acknowledged that during the term of this 13 Agreement, CONTRACTOR may be providing services to others unrelated to COUNTY or to 14 this Agreement. 15 6. MODIFICATION 16 Any matters of this Agreement may be modified from time to time by the written 17 consent of all the parties hereto without, in any way, affecting the remainder. 18 7. HOLD-HARMLESS 19 A. CONTRACTOR agrees to indemnify, save, hold harmless, and at 20 COUNTY's request, defend COUNTY and DISTRICT, including their respective officers, 21 agents, and employees from any and all costs and expenses(including attorneys' fees and costs), 22 damages, liabilities,claims,and losses occurring or resulting to COUNTY or DISTRICT(as 23 applicable) in connection with the performance, or failure to perform, by CONTRACTOR, 24 including its officers, agents,or employees under this Agreement, and from any and all costs and 25 expenses(including attorneys' fees and costs), damages, liabilities, claims, and losses occurring 26 or resulting to any person, firm,or corporation who may be injured or damaged by the 27 performance, or failure to perform,of CONTRACTOR, including its officers, agents, or 28 employees under this Agreement. COU Y OF FP ESNO 8 I B. COUNTY agrees to indemnify, save, hold harmless, and at 2 CONTRACTOR's request, defend CONTRACTOR, including its officers, agents, and 3 employees from any and all costs and expenses (including attorneys' fees and costs), damages, 4 liabilities, claims, and losses occurring or resulting to CONTRACTOR in connection with the 5 performance, or failure to perform, by COUNTY or DISTRICT, including their respective 6 officers, agents, or employees under this Agreement or under the DISTRICT-COUNTY 7 Agreement(as applicable), and from any and all costs and expenses (including attorneys' fees 8 and costs),damages, liabilities,claims, and losses occurring or resulting to any person, firm, or 9 corporation who may be injured or damaged by the performance, or failure to perform, of to COUNTY or DISTRICT, including their respective officers, agents, or employees under this 11 Agreement or under the DISTRICT-COUNTY Agreement. 12 C. In the event of concurrent negligence on the part of CONTRACTOR or 13 any of its officers,agents or employees, and of COUNTY or DISTRICT or any of their 14 respective officers,agents, or employees, the liability for any and all such claims, demands and 15 actions in law or equity for such costs and expenses(including attorneys' fees and costs), 16 damages, and losses shall be apportioned under the State of California's theory of comparative 17 negligence as presently established or as may be modified hereafter. 18 D. This Section 7 shall survive termination or expiration of this Agreement. 19 8. INSURANCE 20 CONTRACTOR shall obtain and maintain,at all times, insurance coverages, with 21 such policies, and in such amounts, as are provided in the EMS Provider Agreement. The 22 parties hereto agree that the provisions of the EMS Provider Agreement (including any future 23 amendments thereto) shall and will be incorporated herein by this reference, as though each and 24 every of such terms are set forth herein below. CONTRACTOR's failure to maintain all such 25 insurance coverages shall be deemed to be a material breach of this Agreement. 26 HI 27 28 COU Y OF FRESNO 9 1 9. CONFIDENTIALITY 2 All services performed by CONTRACTOR under this Agreement shall be in strict 3 conformance with all applicable Federal, State of California and/or local laws and regulations 4 relating to confidentiality. 5 10. NON-DISCRIMINATION 6 During the performance of this Agreement, CONTRACTOR shall not unlawfully 7 discriminate against any employee or applicant for employment, or recipient of services, 8 because of race, religion, color, national origin,ancestry, physical disability, medical condition, 9 marital status, age or gender,pursuant to all applicable State of California and Federal statutes to and regulations. 11 11. DISCLOSURE OF SELF-DEALING TRANSACTIONS 12 This provision is only applicable if the CONTRACTOR is operating as a 13 corporation (a for-profit or non-profit corporation) or if during the term of this agreement,the 14 CONTRACTOR changes its status to operate as a corporation. 15 Members of the CONTRACTOR's Board of Directors shall disclose any 16 self-dealing transactions that they are a party to while CONTRACTOR is providing goods or 17 performing services under this agreement. A self-dealing transaction shall mean a transaction to 18 which the CONTRACTOR is a party and in which one or more of its directors has a material 19 financial interest. Members of the Board of Directors shall disclose any self-dealing transactions 20 that they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form, 21 attached hereto as Exhibit B and incorporated herein by reference, and submitting it to the 22 COUNTY prior to commencing with the self-dealing transaction or immediately thereafter. 23 12. RECORDS 24 A. Each party shall maintain its books, accounts and records in connection 25 with the respective services referred to under this Agreement. CONTRACTOR's books, 26 accounts and records of such services shall be kept separate and apart from CONTRACTOR's 27 other books,accounts and records of services kept in connection with the EMS PROVIDER 28 Agreement, and any other agreement entered into or approved by COUNTY. All of such COUNTY OF FRESNO 10 I CONTRACTOR's books, accounts, and records shall be prepared and kept by CONTRACTOR 2 in an organized manner that facilitates an efficient review of the costs incurred and funds 3 received in order to give COUNTY a complete and clear understanding of the accounting 4 thereof. All of such CONTRACTOR's books, accounts and records shall be subject to public 5 disclosure as provided in the EMS PROVIDER Agreement(including any future amendments 6 thereto), which shall and will be incorporated herein by this reference, as though each and every 7 of such terms are set forth herein below. 8 B. Each of the parties' books,accounts and records must be maintained for a 9 minimum of three(3) years. Such books,accounts and records must also be maintained a 10 minimum of three (3) years after the termination of this Agreement. The party generating the 11 books, accounts and records shall maintain ownership thereof upon termination of this 12 Agreement. 13 13. AUDITS AND INSPECTIONS 14 A. Each party shall at any time during business hours, and as often as the 15 other party may deem necessary, make available to the other party for examination all of the 16 former party's records and data with respect to the matters covered by this Agreement. Each 17 party shall,upon request by the other party,permit the other party to audit and inspect all such 18 records and data necessary to ensure the former party's compliance with the terms of this 19 Agreement. 20 B. If this Agreement exceeds Ten Thousand and No/100 Dollars 21 ($10,000.00), CONTRACTOR shall be subject to the examination and audit of the State 22 Auditor for a period of three(3) years after final payment under contract(Government Code 23 Section 8546.7). 24 14. FORCE MAJEURE 25 A. If either party hereto is rendered unable, wholly or in part, by Force 26 Majeure to carry out its obligations under this Agreement, that party shall give to the other 27 party hereto prompt written notice of the Force Majeure with full particulars relating thereto. 28 Thereupon, the obligations of the party giving the notice, so far as they are affected by the COU Y OF FRESNO 11 I Force Majeure, shall be suspended during, but no longer than, the continuance of the Force 2 Majeure, except for a reasonable time thereafter required to resume performance. 3 B. During any period in which either party hereto is excused from 4 performance by reason of the occurrence of an event of Force Majeure, the party so excused 5 shall promptly, diligently,and in good faith take all reasonable action required in order for it to 6 be able to promptly commence or resume performance of its obligations under this Agreement. 7 Without limiting the generality of the foregoing, the party so excused from performance shall, 8 during any such period of Force Majeure, take all reasonable action necessary to terminate any 9 temporary restraining order or preliminary or permanent injunctions to enable it to so Io commence or resume performance of its obligations under this Agreement. I I C. The party whose performance is excused due to the occurrence of an 12 event of Force Majeure shall, during such period, keep the other party hereto notified of all 13 such actions required in order for it to be able to commence or resume performance of its 14 obligations under this Agreement. 15 D. "Force Majeure" is defined as an Act of God, act of public enemy, war, 16 and other extraordinary causes not reasonably within the control of either of the parties hereto. 17 15. NOTICES 18 A. The persons having authority to give and receive notices under this 19 Agreement and their addresses include the following: 20 COUNTY CONTRACTOR 21 Director, County of Fresno American Ambulance 22 Department of Public Health Attn: President 23 P.O. Box 11867 2911 East Tulare Street 24 Fresno, CA 93775 Fresno, CA 93721 25 B. Any and all notices between COUNTY and CONTRACTOR provided for 26 or permitted under this Agreement or by law shall be in writing and shall be deemed duly served 27 when personally delivered to one of the parties hereto, or in lieu of such personal service, when 28 deposited in the United States Mail, postage prepaid, addressed to such party, except for notices COU Y OF FR£SNO 12 1 of termination, which are effective upon receipt. Notices under this Agreement are not 2 modifications to this Agreement. 3 16. GOVERNING LAW 4 A. The parties hereto agree, that for the purposes of venue, performance 5 under this Agreement is to be in Fresno County,California. 6 B. The rights and obligations of the parties hereto and all interpretation and 7 performance of this Agreement shall be governed in all respects by the laws of the State of 8 California. 9 17. SEVERABILITY 10 The provisions of this Agreement are severable. The invalidity or I 1 unenforceability of any one provision in the Agreement shall not affect the other provisions. 12 18. ENTIRE AGREEMENT 13 This Agreement constitutes the entire agreement between COUNTY and 14 CONTRACTOR with respect to the subject matter hereof and supersedes all previous 15 agreement negotiations, proposals, commitments, writings, advertisements, publications, and 16 understandings of any nature whatsoever unless expressly included in this Agreement. 17 CONTRACTOR acknowledges that COUNTY detrimentally relies upon each and every of 18 CONTRACTOR's covenants, warranties and representations made herein to COUNTY. This 19 Agreement may be executed in several counterparts by the parties hereto, in which case, all of 20 such executed duplicate counterpart originals thereof,taken together, shall be deemed to be one 21 and the same legal instrument. 22 19. NO THIRD PARTY BENEFICIARIES 23 Notwithstanding anything stated to the contrary in this Agreement, there shall not 24 be any intended third party beneficiaries to this Agreement. 25 /// 26 27 28 COU Y OF FRESNO 13 I IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 2 day and year first hereinabove written. 3 4 CONTRACTOR: COUNTY OF FRESNO: 5 K.W.P.H. ENTEPRISES,dba AMERIC N AMBULANCE 6 c - By3q�o� ByG 7 Chairman, Board of Supervisors 8 Print Name:'VI 4;N C l 9 Title: Date: — a 14, President, K.W.P.H. Enterprises 10 11 Date: `J BERNICE E. SEIDEL, Clerk Board of Supervisors 12 By 13 t 14 Print Name: By 15 Title: �r - �,iG�•�// Date: �� Chief Financial Officer or Corporate 16 Secretary to K.W.P.H. Enterprises 17 d.b.a. American Ambulance, a California Corporation 18 Date: 6 PLEASE SEE ADDITIONAL 19 SIGNATURE PAGE ATTACHED 20 21 22 23 Mailing Address: 2911 E. Tulare St. 24 Fresno,CA 93721 25 26 27 28 14 - COUNTY Or M- ESNO I,resno,CA I AGREEMENT BETWEEN COUNTY OF FRESNO AND 2 K.W.P.H. ENTERPRISES, DBA AMERICAN AMBULANCE 3 4 APPROVED AS TO LEGAL FORM: 5 DANIEL C. CEDERBORG, COUNTY COUNSEL b -. 7 By 8 9 APPROVED AS TO ACCOUNTING FORM: 10 VICKI CROW, C.P.A., AUDITOR-CONTROLLER/ I i TREASURER-TAX COLLECTOR 12 / 13 By 14 15 REVIEWED AND RECOMMENDED FOR APPROVAL: 16 17 By _ IJ/�Zz 18 David Pomaville 19 Director 20 Department of Public Health 21 22 23 Fund/Subclass: 0001/10000 24 Organization#: 56201693 25 Account#: 7295 26 27 28 29 COU ry OF FRESNO 15 EXHIBIT A Qtr Date Due Amount 1 10/01/2016 $468.50 2 01/01/2017 $468.50 3 04/01/2017 $468.50 4 07/01/2017 $468.50 5 10/01/2017 $468.50 6 01/01/2018 $468.50 COUNTY OF FRESNO Exhibit B SELF-DEALING TRANSACTION DISCLOSURE FORM In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members of a contractor's board of directors (hereinafter referred to as "County Contractor"), must disclose any self-dealing transactions that they are a party to while providing goods, performing services, or both for the County. A self-dealing transaction is defined below: "A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest." The definition above will be utilized for purposes of completing this disclosure form. INSTRUCTIONS (1) Enter board member's name,job title (if applicable), and date this disclosure is being made. (2) Enter the board member's company/agency name and address. (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a minimum, include a description of the following: a. The name of the agency/company with which the Corporation has the transaction; and b. The nature of the material financial interest in the Corporation's transaction that the board member has. (4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations Code. (5) Form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4). Page [ of 2 Exhibit B (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: Page 2 of 2