HomeMy WebLinkAboutAgreement A-18-583 with County of Sonoma.pdf Agreement No. 18-583
Contract No. 2018-0216-A00
COUNTY OF SONOMA
COORDINATION AGREEMENT
This Coordination Agreement("Agreement"), dated as of October 9, , 2018
("Effective Date") is by and between the County of Fresno, a political subdivision of the State of
California, (hereinafter"Fresno') on behalf of the Central California Emergency Medical
Services Agency and the County of Sonoma, a political subdivision of the State of California,
(hereinafter"Sonoma") on behalf of the Coastal Valleys Emergency Medical Services Agency
(hereinafter"CVEMSA").
RECITALS
WHEREAS, Coastal Valleys Emergency Medical Services Agency(CVEMSA) acts as
the Local Emergency Medical Services Agency (LEMSA) for Mendocino and Sonoma Counties
and provides the administrative and regulatory oversight responsibilities for the local emergency
medical services (EMS) system within the counties;
WHEREAS, CVEMSA possesses certain expertise in Cardiac Arrest Registry to Enhance
Survival (CARES) data collection and as the CARES State Coordinator;
WHEREAS, CVEMSA is an agency of the County of Sonoma ("Sonoma") and reference
to Sonoma in this Agreement necessarily includes CVEMSA;
WHEREAS, all California LEMSAs are asked to participate in and encourage the
collection of out-of-hospital cardiac arrest(OHCA) data and submit that OHCA data to the
CARES database;
WHEREAS, CARES, which is administered by Emory University, assists local
communities in identifying and tracking cases of cardiac arrest and identifying opportunities for
improvement in the treatment of OHCA;
WHEREAS, CARES has a secure and confidential data management system that
maintains the confidential and proprietary data of EMS agencies and hospitals;
WHEREAS, the information sought by CVEMSA as the CARES State Coordinator is
maintained in the strictest of confidence and disclosed only pursuant to this Agreement, which
protects the proprietary nature and rights of Emory University as to the requested information
and restricts the use of such information by the CARES State Coordinator, CVEMSA;
WHEREAS, CVEMSA, as part of its mission and purpose, has the goal of improving the
treatment of OHCA events across the state by furthering the collection of OHCA data and
subscribing to the access of state-level and national-level data regarding OHCA events;
WHEREAS, CVEMSA desires to further the collection of OHCA data across the state by
coordinating the contracting and onboarding of computer-aided dispatch providers, local EMS
agencies, and hospitals (data contributors); and
WHEREAS, Fresno desires to engage Sonoma on the terms and conditions set forth
herein as an independent contractor to provide services more particularly described and defined
in Exhibit A("Services").
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants
contained herein, the parties hereto agree as follows:
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AGREEMENT
1. Scope of Services
Sonoma's CVEMSA shall provide the services set forth in Exhibit A ("Services"). Any
modifications to Exhibit A shall be set forth in an amendment signed by the parties. The
amendment will specify the applicable modifications to the services, fees, and time schedule.
Any such amendment will be subject to the terms and conditions of this Agreement.
2. Engagement and Acceptance
Fresno engages Sonoma to provide the services set forth in Exhibit A during the term of this
Agreement, and Sonoma accepts such engagement. Fresno is not engaging Sonoma for any
services not identified in Exhibit A.
3. Consideration and Payment
During the term of this Agreement, Fresno shall pay Sonoma the fee for the services as presented
in Exhibit B ("Local Emergency Medical Services Agency Fees"). Fee amounts are adjusted
annually based on the December Bay Area Consumer Price Index. Sonoma shall submit an
invoice to Fresno, generally by the tenth (1 Oth) day of April, for current fiscal-year services.
Each invoice shall include Sonoma's federal tax identification number, as applicable. Payment of
invoices is contingent on Sonoma providing Fresno a current W-9. If the deliverables are
determined by Fresno to be acceptable, Fresno shall within 30 days of receipt of each invoice
execute payment. Unless otherwise expressly provided in this Section 3, all expenses incurred by
Sonoma in performing its obligations under this Agreement shall be borne by Sonoma.
4. Term and Termination
(a) The term of this Agreement shall be from Effective Date to June 30, 2019, and will be
automatically renewed each year, unless terminated in accordance with this Section 4. Either
party may terminate this Agreement at any time and for any reason upon 30 days' prior written
notice to the other party. Fresno may terminate this Agreement, without prejudice to any other
rights hereunder, at law or in equity, immediately upon notice to Sonoma in the event o£ (i) any
breach by Sonoma of any of the provisions of this Agreement or any other contractual or legal
obligation to Fresno, or(ii) any act or omission of Sonoma which, in the sole opinion of Fresno,
may damage or adversely affect or reflect upon Sonoma, Fresno, or any performance pursuant to
this Agreement. Upon expiration of the term of this Agreement or any termination of this
Agreement, the obligations and liabilities of Fresno to Sonoma hereunder shall be limited to the
consideration pro-rated through the date of such expiration or termination.
(b) Upon termination of this Agreement for any reason, Sonoma shall promptly return to
Fresno all copies of any Fresno data, records, or materials of whatever nature or kind, including
all materials incorporating the proprietary information of Fresno and all work in progress or
portions thereof, including all incomplete work.
(c) Within twenty (20) days after termination of this Agreement for any reason, Sonoma
shall submit to Fresno an itemized invoice for any fees or expenses accrued under this
Agreement. Fresno, upon payment of accrued amounts so invoiced, shall have no further
financial liability or obligation to Sonoma whatsoever for any further fees, expenses, or other
payments owed as compensation for services provided.
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(d) Nothing contained herein shall be deemed to create any express or implied obligation on
either party to renew, continue, or extend this Agreement, or to create any right to continue such
relationship. Each parry, in its sole discretion, shall have the right to determine, for any reason
whatsoever, not to renew, continue, or extend this Agreement or to continue such relationship on
the terms and conditions contained herein.
5. Additional Representations and Covenants
Sonoma represents, warrants, and covenants to Fresno as follows:
5.1 Authority Qualifications,No Conflicts, Policies and Code of Conduct
Sonoma represents, warrants, and covenants to Fresno that:
(a) Sonoma has the full power, authority, and right to execute this Agreement and to
perform the services and other obligations under this Agreement.
(b) Sonoma is fully qualified to perform the services set forth in Exhibit A. All services
shall be performed with promptness, diligence, and in accordance with generally accepted
professional standards and the highest ethical and business standards.
(c) Sonoma is not a party to, or bound by, any agreement, obligation, or binding
understanding (written or oral) that would limit or impair Sonoma's performance of its
obligations hereunder. Specifically, Sonoma represents and warrants that it is not bound by any
confidentiality or non-competition obligation with respect to the subject matter of any services
provided pursuant to this Agreement.
(d) Sonoma has revealed to Fresno all information pertaining to possible conflicts of interest
created by providing services, including Sonoma having any interest in any entity competing
with Fresno or arising out of or from other positions held by Sonoma. Sonoma shall disclose to
Fresno any future circumstances that could create possible conflicts of interest as soon as they
become known to Sonoma. Specifically, Sonoma will inform Fresno of any business
relationship, circumstance, or situation that would prejudice in any way the conduct of Sonoma
hereunder according to the highest ethical and business standards or place Fresno in any kind of
embarrassing situation.
5.2 Independent Contractor Status
In performing the services hereunder, Sonoma agrees that its status will be that of an independent
contractor and not that of an employee or agent of Fresno. The parties agree that all personnel
who perform services pursuant to this Agreement are employees of Sonoma and not employees
of Fresno. Sonoma will be solely responsible for compensating such person(s); for ensuring that
any taxes, social security payments, Medicare self-employment taxes, or other payments due to
any government agency as a result of such employment are paid; and for complying with all
rules and regulations relating to such persons' compensation, safety, health, and other
employment-related matters arising out of or resulting from the employment of any person to
provide any service under this Agreement. Sonoma shall not, as a result of the provision of
services provided under this Agreement or otherwise, be entitled to any benefits which may
accrue or be paid to employees of Fresno or any affiliate or successor thereof under any
employee retirement or insurance program or other type of employee program of any nature,
including sick leave or pay, vacation leave or pay, or health and accident insurance coverage.
Sonoma agrees not to make any claim, demand, or application, and not to have any right or
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privilege applicable to an employee of Fresno, including workers' compensation coverage,
unemployment insurance benefits, or membership in any employee benefit, pension, or
retirement plan to which Fresno is a party or to which Fresno contributes.
5.3 No Agency
This Agreement does not grant any agency rights or authority to Sonoma, and Sonoma has no
authority, express or implied, to incur any liability on behalf of Fresno. Sonoma shall not hold
itself out to the general public or to individual businesses or companies as a representative of
Fresno.
6. Insurance Requirements
Sonoma shall obtain and maintain during the term of this Agreement insurance policies in
adequate amounts to support its obligations hereunder. Such insurance shall include the
following: (1) commercial general liability insurance covering personal injury and property
damage in a minimum amount of$1,000,000; (2)business auto liability policy(including owned,
non-owned,uninsured, and under-insured motorist) covering all vehicles used in connection with
the services with limits of not less than $1,000,000 for bodily injury or death; (3) errors and
omissions insurance in a minimum amount of$1,000,000 per occurrence, covering any damages
caused by an error, omission, or any negligent acts of Sonoma or its agents, employees, or
representatives; and(4)workers' compensation coverage in accordance with the statutory
requirements in all states in which the services contemplated under this Agreement are
performed.
7. General Provisions
7.1 Modification of Agreement to Comply with Law
In the event of the subsequent passage of any law (state or federal),promulgation of any
regulation by a governmental agency or authority, issuance of any ruling or interpretation of any
statute or regulation by any governmental agency having jurisdiction over the subject matter of
this Agreement, or the decision or interpretation of any court of competent jurisdiction,
governmental agency, or board which would render any provision hereof in violation of any
federal or state law or regulation or otherwise thwart the purpose of this Agreement, the parties
agree to negotiate in good faith a modification hereto as may be reasonably necessary to avoid
such violation or bring this Agreement into compliance with such law, regulation, ruling, or
decision or interpretation. If the parties are unable to agree upon such modification within
thirty(30) days of the commencement of negotiations (or such earlier date as may be necessary
to avoid any penalty, fine, or adverse action to either party), either party shall have the right to
terminate this Agreement effective upon the earlier of the giving of thirty(30) days'prior written
notice or the date immediately prior to which either Fresno or Sonoma would be subjected to a
fine,penalty, or other material adverse action.
7.2 Entire Agreement
This Agreement contains the entire agreement between the parties hereto and any
representations, endorsements, promises, or arrangements, including those contained in any prior
drafts of this Agreement, if not embodied herein, shall not be of any force or effect. Any and all
prior agreements between the parties with respect to the subject matter of this Agreement are
superseded hereby and of no further force or effect. The parties represent and warrant that they
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have not relied upon any prior or contemporaneous writings, negotiations, proposals,
agreements, communications, discussions, or representations.
7.3 Modification, Amendment and Waiver
Neither this Agreement, nor any part hereof, may be modified or amended orally,by trade usage
or by course of conduct or dealing, but only by and pursuant to an instrument in writing duly
executed and delivered by the party sought to be charged therewith. No covenant or condition of
this Agreement can be waived except by the written consent of the party entitled to receive the
benefit thereof.
7.4 Successors and Assigns
This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and permitted assigns. This Agreement shall inure to the benefit of
Fresno's subsidiaries. Except as expressly provided herein, neither this Agreement nor any rights
hereunder may be assigned, delegated(in whole or in part), or transferred by Sonoma without the
prior written consent of Fresno.
7.5 Construction
This Agreement shall not be construed more strictly against one party than against another party
merely by virtue of the fact that this Agreement may have been physically prepared by one of the
parties, or such parry's counsel, it being agreed that all parties and their respective counsel have
mutually participated in the negotiation and preparation of this Agreement. Unless the context of
this Agreement clearly requires otherwise: (i) references to any person or entity include such
person's or entity's successors and assigns but, if applicable, only if such successors and assigns
are permitted by this Agreement; (ii) references to one gender include all genders;
(iii) "including" is not limiting; (iv) "or"has the inclusive meaning represented by the phrase
"and/or"; (v) the words "hereof," "herein," "hereby," "hereunder," and similar terms in this
Agreement refer to this Agreement as a whole and not to any particular provision of this
Agreement; (vi) article, section, subsection, clause, exhibit, and schedule references are to this
Agreement unless otherwise specified; and(vii)reference to any agreement(including this
Agreement), document, or instrument means such agreement, document, or instrument as
amended or modified and in effect in accordance with the terms thereof and, if applicable, the
terms hereof.
7.6 Notices
Any notice provided pursuant to this Agreement shall be in writing and shall be deemed given
(i) if by hand delivery,upon receipt thereof; (ii) if mailed within the United States, 3 days after
deposit in the United States mails,postage prepaid, certified mail return receipt requested; (iii) if
by overnight or similar third party courier service, then upon delivery thereof as confirmed by
such service; (iv) if by facsimile, upon confirmation thereof, or(v) if by e-mail transmission,
upon electronic confirmation by the intended recipient thereof. Notices, bills, and payments shall
be sent to the addresses set forth below or such other address as a party may in the future specify
in writing to the other party.
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To Fresno: To Sonoma/CVEMSA:
Brandon Hill Coastal Valleys EMS Agency
Staff Analyst 195 Concourse Blvd, Suite B
County of Fresno Santa Rosa CA 95403
1221 Fulton Street
Fresno CA 93721
559.600.6468
bhill@fresnocountyca.gov
7.7 Governing Law; Venue; Waiver of Jury Trial
This Agreement shall be governed and construed in accordance with the laws of the State of
California, without regard to its choice or conflict of laws provisions. Each parry hereby agrees
that all disputes which in any manner arise out of or relate to this Agreement, shall be resolved
exclusively by arbitration.
7.8 Attorney's Fees and Costs
If any legal action is instituted to enforce any parry's rights hereunder, each party shall bear its
own costs and attorney fees,regardless of who is the prevailing party. This paragraph shall not
apply to those costs and attorney fees directly arising from a third-party legal action against a
party hereto and payable under Section 6 (Insurance Requirements).
7.9 Severability
If any section(or part thereof) of this Agreement is found by a court of competent jurisdiction to
be contrary to,prohibited by, or invalid under any applicable law, such court may modify such
section (or part thereof) so, as modified, such section (or part thereof)will be enforceable and
will to the maximum extent possible comply with the apparent intent of the parties in drafting
such section (or part thereof). If no such modification is possible, such section (or part thereof)
shall be deemed omitted, without invalidating the remaining provisions hereof. No such
modification or omission of a section (or part thereof) shall in any way affect or impair such
section (or part thereof) in any other jurisdiction.
7.10 Captions
The captions, headings, or titles of the various sections of this Agreement are for convenience of
reference only, and shall not be deemed or construed to limit or expand the substantive
provisions of such sections.
7.11 Counterparts
This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall be deemed one and the same instrument. The exchange of
copies of this Agreement and of signature pages by electronic mail in"portable document
format" (".pdf') form, or by any other electronic means intended to preserve the original
document, shall constitute effective execution and delivery of this Agreement as to the parties
and may be used in lieu of the original Agreement for all purposes. The parties expressly agree
that a PDF or other electronically scanned or preserved copy of the Agreement shall be
admissible to the same extent as the original, and the parties hereby waive any requirement that
an ink-on-paper original of the Agreement be produced. This section is specifically intended to
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permit the parties to maintain this Agreement in electronic form and thus obviate the need for the
parties to keep or maintain a"hard-copy" ink-on-paper original of the Agreement.
8. Contract Exhibits
This Agreement includes the following exhibits, which are hereby incorporated by reference as
though fully set forth herein:
Exhibit A—Services
Exhibit B —Local Emergency Medical Services Agency Fees
§ Signature Page Follows §
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Contract No.2018-0216-A00
I
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the
Effective Date.
County of Fresno:
18�412oI�
al ui to
, hairman, Board of Supervisors Dated
COUNTY OF SONOMA:
Barbie Robinson, Director Dated
Department of Health Services
Approved as to Substance:
Division Director or Designee Dated
Approved as to Form;
z llf4>
sel Dat
Approved as to Substance:
f
Privacy&Security Officer Date
ATTEST:
BERNICE E.SEIDEL
Fund/Subclass:0001/10000 Clerk of the Board of Supervisors
Org; 56201692 County of Fresno State of California
Acct: 7295 BY Deputy
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Exhibit A
Exhibit A—Services
Subject to the terms of this Agreement, Sonoma's CVEMSA shall use commercially reasonable
efforts to promote and offer participation in the CARES program to potential data contributors
under the terms of this Agreement. CVEMSA agrees to regularly communicate with Emory
University regarding potential data contributors, including communicating information regarding
any discussions and/or negotiations with potential data contributors as well as any issues or
concerns expressed by potential data contributors. In addition, CVEMSA will apprise Emory
University of any event that could have a materially adverse effect on the CARES program or
operations of CVEMSA in CVEMSA's role as CARES State Coordinator.
Sonoma's CVEMSA shall provide the following services with regard to Fresno data
contributors:
1. Provide assistance to data contributors to connect and upload contributed data to the
CARES database.
2. Provision and de-provision user accounts for access to aggregated registry data for each
Fresno data contributor.
3. Take primary responsibility to de-identify contributed data from Fresno.
4. Audit contributed data, de-identified contributed data, and aggregated registry data to
reasonably ensure the quality of all data from Fresno that is housed in and/or available through
CARES.
5. Prepare both community-level and state-level reports requested by Fresno stakeholders.
CARES-generated reports shall be distributed by the end of April each year.
Fresno is responsible for the following:
1. Identify a local coordinator who will facilitate coordination for each local hospital and each
local emergency medical services (EMS)provider, public or private.
2. The local coordinator will facilitate data entry or data import into the CARES database, and
complete the data entry or data import by the CARES deadlines of January 31 for the previous
year for EMS providers and the last day of February for the previous year for hospital providers.
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Exhibit B
Exhibit B-Local Emergency Medical Services Agency Fees
The below table provides FY 2018-2019 fees for services provided by CVEMSA pursuant to this
Agreement. Fee amounts will increase each fiscal year by the December Bay Area Consumer
Price Index. The initial fee amount for each agreement shall be prorated based on the beginning
term date of this Agreement and Sonoma/CVEMSA fiscal year(July through June).
Base Fee Per Population Total Fee
County/Agency Name Population ($) Fee ($) ($)
Los Angeles County 10,116,705 3,000 34,397 37,397
San Diego County 3,263,431 2,000 11,096 13,096
Orange County 3,145,515 2,000 10,695 12,695
County of Riverside 2,329,271 2,000 7,920 9,920
Santa Clara County 1,894,605 1,500 6,442 7,942
Alameda County Emergency 1,610,921 1,500 5,477 6,977
Medical Services Agency
County of Sacramento 1,482,026 1,500 5,039 6,539
Contra Costa Emergency 1,111,339 1,500 3,779 5,279
Medical Services
Kern County 874,589 1,000 2,974 3,974
San Francisco County 852,469 1,000 2,898 3,898
Ventura County 846,178 1,000 2,877 3,877
San Mateo County 758,581 1,000 2,579 3,579
San Joaquin County
Emergency Medical Services 715,597 1,000 2,433 3,433
Agency
Santa Barbara County 440,668 1,000 1,498 2,498
Monterey County 431,344 1,000 1,467 2,467
Solano County 431,131 1,000 1,466 2,466
County of San Luis Obispo -
Public Health- Emergency 279,083 1,000 949 1,949
Medical Services
Santa Cruz County 271,804 1,000 924 1,924
Merced County 266,353 1,000 906 1,906
County of Marin 260,750 1,000 887 1,887
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Exhibit B
Base Fee Per Population Total Fee
County/Agency Name Population ($) Fee ($) ($)
County of Yolo 207,590 1,000 706 1,706
El Dorado County 183,087 1,000 622 1,622
Imperial County 179,091 1,000 609 1,609
Napa County 141,667 1,000 482 1,482
San Benito County Emergency 58,267 1,000 198 1,198
Medical Services Agency
Tuolumne County 53,831 1,000 183 1,183
Inland Counties Emergency 2,145,103 2,000 7,293 9,293
Medical Agency
County of Fresno 1,728,989 1,500 5,879 7,379
Sierra-Sacramento Valley
Emergency Medical Services 1,172,559 1,500 3,987 5,487
Agency
Mt. Valley EMS Agency 628,476 1,000 2,137 3,137
Coastal Valleys EMS Agency 588,161 1,000 2,000 3,000
North Coast EMS Agency 226,205 1,000 769 1,769
NOR-CAL EMS Agency 103,491 1,000 352 1,352
Totals 38,798,877 42,000 131,920 173,920
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