HomeMy WebLinkAboutAgreement A-19-322 with Laton Community Service District (2).pdf Agreement No. 19-322
1 AGREEMENT
2 THIS AGREEMENT is made and entered into this 9th day of .lulu 2019, by
3 and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter
4 referred to as "COUNTY," and the LATON COMMUNITY SERVICE DISTRICT, a community service
5 district created pursuant to Government Code section 61000 et seq., whose address is 6501 E.
6 Latonia Ave, Laton, California 93242, hereinafter referred to as "DISTRICT".
7 WITNESSETH:
8 WHEREAS, DISTRICT receives calls requesting DISTRICT'S fire department ("DISTRICT
9 FIRE")for emergency services and emergency medical first responder services ("EMS"); and
10 WHEREAS, DISTRICT FIRE desires to receive dispatching services for fire suppression calls,
11 which will include dispatching of non-transport first responder services, (collectively, "DISTRICT FIRE
12 Dispatching Services")from COUNTY'S EMS Communications Center; and
13 WHEREAS, it is to the mutual benefit and in the best interest of the parties hereto to combine
14 EMS dispatching services and DISTRICT FIRE Dispatching Services for the purpose of providing
15 improved services to the public; and
16 WHEREAS, it has been determined by DISTRICT and COUNTY that there is a need to
17 provide EMS dispatching services and DISTRICT FIRE Dispatching Services through a centralized
18 and combined effort by COUNTY'S EMS Communications Center and DISTRICT FIRE; and
19 WHEREAS, COUNTY'S EMS Communications Center is staffed and operated by K.W.P.H.
20 Enterprises, Inc., doing business as American Ambulance, a California corporation ("PROVIDER")
21 through that certain Emergency Medical Services Provider Agreement for Emergency Ambulance
22 Services and Advanced Life Support (Paramedic) Services, dated May 16, 2017 (COUNTY
23 Agreement No. A-17-218, "EMS PROVIDER Agreement"), by and between COUNTY and
24 PROVIDER; and
25 NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties
26 hereto agree as follows:
27 1. SERVICES
28 A. Subject to DISTRICT timely paying COUNTY for DISTRICT FIRE Dispatching
1 — COUNTY OF FRESNO
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1 Services (defined in Section 4 herein).-
2 (1) COUNTY shall be responsible for dispatching equipment, hardware,
3 software (including software licenses), and other technologies, which will be utilized for the triage and
4 entry of information for DISTRICT FIRE Dispatching Services in COUNTY'S EMS Communications
5 Center computer aided dispatch ("CAD") system, in connection with COUNTY'S performance of its
6 DISTRICT FIRE Dispatching Services under this Agreement. In the event that DISTRICT requests
7 additional technologies, not currently available in COUNTY'S EMS Communications Center,
8 DISTRICT shall be solely responsible for all costs to purchase and maintain said technology and/or
9 equipment; provided however, COUNTY shall: (i) notify DISTRICT prior to the purchase of any
10 additional technologies required to address DISTRICT's request; and (ii) obtain DISTRICT's written
11 consent for such purchase; and
12 (2) COUNTY shall be responsible for selection, configuration, installation,
13 and maintenance of all dispatching equipment, hardware, software and other technologies associated
14 with this Agreement. All dispatching equipment, hardware, software (including software licenses),
15 and other technologies purchased and/or obtained through this Agreement shall be the sole property
16 of COUNTY; and
17 (3) COUNTY shall provide DISTRICT FIRE Dispatching Services requiring
18 responses by DISTRICT FIRE apparatuses as follows:
19 (a) COUNTY'S EMS Communication Center shall provide all
20 DISTRICT FIRE Dispatching Services in accordance with DISTRICT FIRE'S Policies and Procedures
21 affecting DISTRICT FIRE Dispatching Services under this Agreement ("DISTRICT FIRE'S Policies
22 and Procedures") (to the extent that they relate only to dispatch). DISTRICT FIRE's Policies and
23 Procedures shall be subject to review by COUNTY'S EMS Director, or his or her designee (the
24 "COUNTY'S Representative"), as provided in Section 1.C.(2) herein.
25 (b) COUNTY'S EMS Communication Center shall dispatch
26 DISTRICT FIRE'S apparatuses through radio and electronic communications, and in accordance with
27 DISTRICT FIRE'S Policies and Procedures (to the extent that they relate only to dispatch), which
28 shall be subject to review by COUNTY'S Representative, as provided in Section 1.C.(2) herein.
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1 DISTRICT FIRE shall work collaboratively with COUNTY on policies and procedures that are
2 consistent with other fire agencies that are being dispatched in COUNTY'S EMS Communications
3 Center.
4 (c) COUNTY'S EMS Communications Center shall provide pre-
5 arrival instructions to callers requesting DISTRICT FIRE Dispatch Services.
6 (d) COUNTY'S EMS Communications Center shall provide inter-
7 agency coordination regarding requests for fire suppression service, mutual aid and auto aid
8 services, and order specialized fire equipment from DISTRICT or other agencies (e.g., hazardous
9 materials equipment, or"jaws of life") which may be needed to manage an incident, and perform
10 other related duties, all in accordance with DISTRICT FIRE'S Policies and Procedures (to the extent
11 that they relate only to dispatch), which shall be subject to review by COUNTY'S Representative, as
12 provided in Section 1.C.(2) herein.
13 (e) COUNTY'S EMS Communications Center shall track all activity
14 of DISTRICT FIRE'S apparatuses utilizing the COUNTY'S EMS Communications Center CAD
15 system.
16 (f) COUNTY shall record all telephone and radio transmissions and
17 provide instant playback as needed. COUNTY shall retain recordings for a minimum of one-hundred
18 eighty (180) days.
19 (g) COUNTY shall provide reports to DISTRICT as requested.
20 COUNTY must be given sufficient time to develop custom ad hoc reports or reports that are not
21 already developed.
22 (h) COUNTY shall provide one (1) radio operator for dispatching of
23 DISTRICT FIRE'S apparatuses twenty-four (24) hours a day, seven (7) days a week. DISTRICT
24 understands that the radio operator is not dedicated for the sole purpose of DISTRICT and that the
25 radio operator may be dispatching other fire and EMS providers. DISTRICT FIRE shall work
26 collaboratively with COUNTY on policies and procedures that are consistent with other fire agencies
27 that are being dispatched in COUNTY'S EMS Communications Center. COUNTY shall provide that
28 dispatch staff shall be trained in emergency fire dispatch.
COUNTY OF FRESNO
Fresno,CA
1 (i) COUNTY shall provide that a minimum of one (1) dispatch
2 supervisor shall be on duty at COUNTY'S EMS Communications Center twenty-four (24) hours a day,
3 seven (7) days a week. The supervisor shall be available to DISTRICT'S on-duty fire administration
4 as needed.
5 (j) COUNTY shall maintain an up-to-date manual of DISTRICT
6 FIRE'S Policies and Procedures (subject to review by COUNTY'S Representative, as provided in
7 Section 1.C.(2) herein) for all dispatch staff, and shall provide for training and continuing education of
8 dispatch staff as needed.
9 (k) The goal for the immediate dispatch of a fire apparatus, in
10 accordance with DISTRICT FIRE approved dispatch protocols, and excluding multiple unit responses,
11 reassigned responses and other situations beyond the COUNTY'S EMS Communications Center
12 control, shall be sixty (60) seconds. The dispatch time will be measured from the time the telephone is
13 answered by the call taker to the time the first fire apparatus is alerted to the incident either by radio,
14 telephone, pager or station alerting device. A review shall occur for all cases in which dispatches are
15 over ninety (90) seconds, and results will be evaluated for improvement opportunities by the Fire
16 Dispatch Continuous Quality Improvement(CQI) Committee.
17 It is understood that because of the dynamic nature of emergency
18 services, there are situations when the sixty (60) second dispatch goal may not be achieved. Examples
19 of these situations include, but are not limited to:
20 1. Calls not received through the 9-1-1 telephone system.
21 2. Calls that do not immediately geo-verify in the CAD.
22 3. Calls in which the public safety answering points dispatcher
23 does not immediately transfer the calling party.
24 4. Calls in which the reporting party is either unable or unwilling
25 to immediately provide all required information as part of the
26 call taking process(i.e., non-English speaking, hysterical, or
27 uncooperative).
28 B. It is understood by the parties hereto that COUNTY'S provision of DISTRICT
4 COUNTY OF FRESNO
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1 FIRE Dispatching Services herein does not include any COUNTY provision of fire suppression
2 services, and that COUNTY is providing DISTRICT FIRE Dispatching Services herein to DISTRICT
3 on a non-exclusive basis.
4 C. DISTRICT shall perform the following functions:
5 (1) DISTRICT FIRE shall provide all fire suppression services for all fire
6 suppression calls dispatched by COUNTY'S EMS Communications Center requiring DISTRICT FIRE
7 apparatuses in accordance with DISTRICT FIRE'S Policies and Procedures.
8 (2) DISTRICT FIRE shall consult with COUNTY'S Representative in
9 developing DISTRICT FIRE'S Policies and Procedures relating to dispatch only. DISTRICT shall
10 provide DISTRICT FIRE'S Policies and Procedures relating to dispatch to COUNTY for review
11 thereof by COUNTY'S Representative. DISTRICT shall not approve DISTRICT FIRE'S Policies and
12 Procedures relating to dispatch until first having conferred with COUNTY'S Representative and such
13 representative agrees that such policies and procedures are not inconsistent with the COUNTY'S
14 EMS Communication Center's Policies and Procedures, and that DISTRICT FIRE'S Policies and
15 Procedures do not create undue workload for staff or impact other programs in the COUNTY'S EMS
16 Communications Center. COUNTY'S Representative shall have neither the right nor the duty to
17 approve the number of DISTRICT FIRE apparatuses or personnel, or amount of DISTRICT FIRE
18 equipment or other resources, that DISTRICT FIRE deems sufficient to respond to any calls for
19 DISTRICT FIRE Dispatching Services, or other DISTRICT FIRE Policies and Procedures unrelated to
20 dispatch. DISTRICT FIRE shall be reasonable in developing DISTRICT FIRE'S Policies and
21 Procedures relating to dispatch such that those policies and procedures are substantially consistent
22 with COUNTY'S EMS Communication Center's Policies and Procedures.
23 (3) DISTRICT shall provide continuing education and training to COUNTY'S
24 EMS Communications Center radio operators and staff regarding the dispatching and management
25 of DISTRICT FIRE resources, as needed.
26 (4) DISTRICT shall assure that all calls to DISTRICT for DISTRICT FIRE
27 calls for service are immediately transferred to COUNTY'S EMS Communications Center.
28 (5) DISTRICT agrees to participate in an internal quality improvement
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program, which includes the participation of COUNTY and PROVIDER.
�? (6) DISTRICT shall be responsible for the provision and maintenance of all
3 radio and computer equipment in DISTRICT FIRE apparatuses.
4 2. TERM
5 The term of this Agreement shall be for a period of three (3) years, commencing
6 on July 1, 2019 through and including June 30, 2022. This Agreement may be extended for two (2)
7 additional consecutive twelve (12) month periods upon written approval of both parties no later than
8 thirty (30) days prior to the first day of the next twelve (12) month extension period. The Director of the
9 Department of Public Health or his or her designee is authorized to execute such written approval on
10 behalf of COUNTY based on DISTRICT'S satisfactory performance.
11 Upon the termination of this Agreement, COUNTY shall promptly provide DISTRICT
12 FIRE with the data generated through the DISTRICT FIRE Dispatching Services provided herein in a
13 commonly usable electronic format.
14 3. TERMINATION
15 A. Non-Allocation of Funds - The terms of this Agreement, and the services to be
16 provided hereunder, are contingent on the approval of funds by the appropriating governmental
17 agency, provided however, should sufficient funds not be allocated, (i)the services provided may be
18 modified at any time upon the parties' mutual written agreement, or (ii)this Agreement may be
19 terminated at any time by DISTRICT giving at least thirty (30) days' advance written notice of an
20 intention to terminate to COUNTY; or (iii) this Agreement may be terminated at any time by COUNTY
21 giving at least thirty (30) days' advance written notice of an intention to terminate to DISTRICT.
22 B. Without Cause - Under circumstances other than those set forth above, this
23 Agreement may be terminated by DISTRICT or COUNTY upon the giving of at least thirty (30) days'
24 advance written notice of an intention to terminate to the other party.
25 C. Material Breach, - Either party may terminate this Agreement at any time for
26 cause for the other party's material breach of its obligations herein if not less than thirty (30) days'
27 advance, written notice has been given to the other party and such breach remains uncured within
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1 that thirty (30) day period. The party receiving such notice may respond to said notice and any
2 charges contained therein within that thirty (30) day period.
3 D. DISTRICT shall compensate or provide funding to COUNTY for any services
4 performed or costs incurred under this Agreement prior to any termination of this Agreement.
5 4. COMPENSATION FOR SERVICES
6 A. For COUNTY'S performance of FIRE Dispatching Services herein, DISTRICT
'7 agrees to pay COUNTY and COUNTY agrees to receive a quarterly lump-sum payments pursuant to
8 Schedule A, attached hereto and incorporated herein by this reference. In no event shall
9 compensation for COUNTY's performance of DISTRICT FIRE Dispatching Services under this
10 Agreement be in excess of Fourteen Thousand Three Hundred Five and No/100 Dollars
11 ($14,305.00).
12 B. All payments shall be remitted to COUNTY at the following address: County of
13 Fresno, Department of Public Health — Emergency Medical Services Division, P.O. Box 11867,
14 Fresno, California, 93775,
15 C. COUNTY must submit adequate documentation to substantiate any requested
16 change in compensation.
17 D. COUNTY is not required to submit invoices to DISTRICT in order to receive
18 payment.
19 6. INDEPENDENT CONTRACTOR
20 In performance of the work, duties, and obligations assumed by COUNTY under this
21 Agreement, it is mutually understood and agreed that COUNTY, including any and all of COUNTY'S
22 officers, agents, and employees will at all times be acting and performing as an independent
23 contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,
24 joint venture, partner, or associate of DISTRICT. Furthermore, DISTRICT shall have no right to
25 control or supervise or direct the manner or method by which COUNTY shall perform its work and
26 function, except for COUNTY'S compliance with DISTRICT FIRE'S Policies and Procedures, herein,
27 and as described in Section 1.A.(3)(j) of this Agreement. However, DISTRICT shall retain the right to
28 administer this Agreement so as to verify that COUNTY is performing its obligations in accordance
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I with the terms and conditions thereof. COUNTY and DISTRICT shall comply with all applicable
2 provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction
3 over matters which are directly or indirectly the subject of this Agreement.
4 Because of its status as an independent contractor, COUNTY shall have absolutely no
5 right to employment rights and benefits available to DISTRICT employees. COUNTY shall be solely
6 liable and responsible for providing to, or on behalf of, its employees all legally-required employee
7 benefits. In addition, COUNTY shall be solely responsible and save DISTRICT harmless from all
8 matters relating to payment of COUNTY'S employees, including compliance with Social Security,
9 withholding, and all other regulations governing such matters. It is acknowledged that during the term
10 of this Agreement, COUNTY may be providing services to others unrelated to DISTRICT or to this
11 Agreement.
12 In performance of the work, duties and obligations assumed by DISTRICT under this
13 Agreement, it is mutually understood and agreed that DISTRICT, including any and all of the
14 DISTRICT'S officers,agents, and employees will at all times be acting and performing as an
15 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
16 employee,joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no
17 right to control or supervise or direct the manner or method by which DISTRICT shall perform its work
18 and function. However, COUNTY shall retain the right to administer this Agreement so as to verify that
19 DISTRICT is performing its obligations in accordance with the terms and conditions thereof.
20 Because of its status as an independent contractor, DISTRICT shall have absolutely no right
21 to employment rights and benefits available to COUNTY employees. DISTRICT shall be solely liable
22 and responsible for providing to, or on behalf of, its employees all legally-required employee
23 benefits. In addition, DISTRICT shall be solely responsible and save COUNTY harmless from all
24 matters relating to payment of DISTRICT'S employees, including compliance with Social Security
25 withholding and all other regulations governing such matters. It is acknowledged that during the term
26 of this Agreement, DISTRICT may be providing services to others unrelated to the COUNTY or to
27 this Agreement.
22
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1 7. MODIFICATION
2 Any matters of this Agreement may be modified from time to time by the written consent
3 of all the parties hereto without, in any way, affecting the remainder.
4 8. HOLD-HARMLESS
5 A. DISTRICT agrees to indemnify, save, hold harmless, and at COUNTY'S
6 request, defend COUNTY, including its officers, agents, and employees, from any and all costs and
7 expenses (including attorneys' fees and costs), damages, liabilities, claims, and losses occurring or
8 resulting to COUNTY in connection with the performance, or failure to perform, by DISTRICT,
9 including its officers, agents, or employees under this Agreement, and from any and all costs and
10 expenses (including attorneys' fees and costs), damages, liabilities, claims, and losses occurring or
11 resulting to any person, firm, or corporation who may be injured or damaged by the performance, or
12 failure to perform, of DISTRICT, including its officers, agents, or employees under this Agreement.
13 B. COUNTY agrees to indemnify, save, hold harmless, and at DISTRICT'S
14 request, defend DISTRICT, including its officers, agents, and employees from any and all costs and
15 expenses (including attorneys' fees and costs), damages, liabilities, claims, and losses occurring or
16 resulting to DISTRICT in connection with the performance, or failure to perform, by COUNTY,
17 including its officers, agents, employees or PROVIDER, under this Agreement, and from any and all
18 costs and expenses (including attorneys' fees and costs), damages, liabilities, claims, and losses
19 occurring or resulting to any person, firm, or corporation who may be injured or damaged by the
20 performance, or failure to perform, of COUNTY, including,its officers, agents, employees or
21 PROVIDER under this Agreement.
22 C. In the event of concurrent negligence on the part of COUNTY or any of its
23 officers, agents, employees or PROVIDER, and of DISTRICT or any of its officers, agents, or
24 employees, the liability for any and all such claims, demands and actions in law or equity for such
25 costs and expenses (including attorneys' fees and costs), damages, and losses shall be apportioned
26 under the State of California's theory of comparative negligence as presently established or as may
27 be modified hereafter.
28 D. This Section 8 shall survive termination or expiration of this Agreement.
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1 9. INSURANCE
2 Without limiting the indemnification of each party as stated in Section 8 above, it is understood
3 and agreed that DISTRICT and COUNTY shall each maintain, at their sole expense, the following
4 insurance policies or self-insurance programs including, but not limited to, an insurance pooling
5 arrangement and/or Joint Powers Agreement to fund their respective liabilities throughout the term of
6 this agreement. Coverage shall be provided for comprehensive general liability, automobile liability, ,
7 and workers' compensation exposure. Each party will provide the other party with an appropriate
8 Commercial General Liability insurance certificate with limits of not less than Two Million Dollars
9 ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000) along with
10 an appropriate endorsement naming the other party as an additional insured on the Commercial
11 General Liability policy.
12 DISTRICT shall obtain endorsements to the Commercial General Liability insurance naming
13 the County of Fresno, its officers, agents, and employees, individually and collectively, as additional
14 insured, but only insofar as the operations under this Agreement are concerned. Such coverage for
15 additional insured shall apply as primary insurance and any other insurance, or self-insurance,
16 maintained by COUNTY, its officers, agents and employees shall be excess only and not contributing
17 with insurance provided under DISTRICT's policies herein. This insurance shall not be cancelled or
18 changed without a minimum of thirty (30) days advance written notice given to COUNTY.
19 COUNTY shall obtain endorsements to the Commercial General Liability insurance naming the
20 DISTRICT, its officers, agents, and employees, individually and collectively, as additional insured, but
21 only insofar as the operations under this Agreement are concerned. Such coverage for additional
22 insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by
23 DISTRICT, its officers, agents and employees shall be excess only and not contributing with
24 insurance provided under COUNTY's policies herein. This insurance shall not be cancelled or
25 changed without a minimum of thirty (30) days advance written notice given to DISTRICT.
26 DISTRICT hereby waives its right to recover from COUNTY, its officers, agents, and
27 employees any amounts paid by the policy of worker's compensation insurance required by this
28 Agreement. DISTRICT is solely responsible to obtain any endorsement to such policy that may be
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I necessary to accomplish such waiver of subrogation, but DISTRICT's waiver of subrogation under
2 this paragraph is effective whether or not DISTRICT obtains such an endorsement.
3 COUNTY hereby waives its right to recover from DISTRICT, its officers, agents, and
4 employees any amounts paid by the policy of worker's compensation insurance required by this
5 Agreement. COUNTY is solely responsible to obtain any endorsement to such policy that may be
6 necessary to accomplish such waiver of subrogation, but COUNTY's waiver of subrogation under this
7 paragraph is effective whether or not COUNTY obtains such an endorsement.
8 Within thirty (30) days from the date DISTRICT signs this Agreement, DISTRICT shall
9 provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as
10 required herein, to the County of Fresno, Department of Public Health, P.O. Box 11867, Fresno, CA
11 93775, Attn: Contracts Section — 6' Floor, stating that such insurance coverage have been obtained
12 and are in full force; that the County of Fresno, its officers, agents and employees will not be
13 responsible for any premiums on the policies; that for such worker's compensation insurance the
14 DISTRICT has waived its right to recover from the COUNTY, its officers, agents, and employees any
15 amounts paid under the insurance policy and that waiver does not invalidate the insurance policy;
16 that such Commercial General Liability insurance names the County of Fresno, its officers, agents
17 and employees, individually and collectively, as additional insured, but only insofar as the operations
18 under this Agreement are concerned; that such coverage for additional insured shall apply as primary
19 insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents
20 and employees, shall be excess only and not contributing with insurance provided under DISTRICT's
21 policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty
22 (30) days advance, written notice given to COUNTY.
23 Within thirty (30) days from the date COUNTY signs this Agreement, COUNTY shall
24 provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as
25 required herein, to DISTRICT at P.O. Box 447, Laton, CA 93242, stating that such insurance
26 coverage have been obtained and are in full force, that DISTRICT and its officers, agents and
27 employees will not be responsible for any premiums on the policies; that for such worker's
28 compensation insurance the COUNTY has waived its right to recover from DISTRICT, its officers,
11 — COUNTY OF FRESNO
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I agents, and employees any amounts paid under the insurance policy and that waiver does not
2 invalidate the insurance policy; that such Commercial General Liability insurance names the
3 DISTRICT, its officers, agents and employees, individually and collectively, as additional insured, but
4 only insofar as the operations under this Agreement are concerned; that such coverage for additional
5 insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by
6 DISTRICT, its officers, agents and employees, shall be excess only and not contributing with
7 insurance provided under COUNTY's policies herein; and that this insurance shall not be cancelled or
8 changed without a minimum of thirty (30) days advance, written notice given to DISTRICT.
9 In the event DISTRICT fails to keep in effect at all times insurance coverage as herein
10 provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
11 Agreement upon the occurrence of such event.
12 In the event COUNTY fails to keep in effect at all times insurance coverage as herein
13 provided, the DISTRICT may, in addition to other remedies it may have, suspend or terminate this
14 Agreement upon the occurrence of such event.
15 All policies shall be with admitted insurers licensed to do business in the State of
16 California. Insurance purchased shall be purchased from companies possessing a current A.M. Best,
17 Inc. rating of A FSC VII or better.
18 COUNTY shall cause PROVIDER to maintain insurance coverage that is consistent
19 with the requirements of this Agreement, and COUNTY will cause PROVIDER to submit to DISTRICT
20 the necessary Certificates of Insurance and endorsements.
21 10. CONFIDENTIALITY
22 All services performed by COUNTY under this Agreement and any information
23 COUNTY creates, receives, or maintains pertaining to protected health information shall be in strict
24 conformance with all applicable Federal, State of California and/or local laws and regulations relating
25 to confidentiality, including but not limited to all Health Insurance Portability and Accountability Act
26 (HIPAA) regulations.
27 11. NON-DISCRIMINATION
28 During the performance of this Agreement, COUNTY and DISTRICT shall not
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I unlawfully discriminate against any employee or applicant for employment, or recipient of services,
2 because of race, religious creed, color, national origin, ancestry, physical disability, mental disability,
3 medical condition, genetic information, marital status, sex, gender, gender identity, gender
4 expression, age, sexual orientation, or military or veteran status pursuant to all applicable State of
5 California and Federal statutes and regulations.
6 12. RECORDS
7 Each party shall maintain its records in connection with the respective services referred
8 to under this Agreement. Such records must be maintained for a minimum of three (3) years.
9 Records must also be maintained a minimum of three (3) years after the termination of this
10 Agreement. The party generating the records shall maintain ownership of the records upon
11 termination of this Agreement.
12 13. AUDITS AND INSPECTIONS
13 Each party shall at any time during business hours, and as often as the other party may
14 deem necessary, make available to the other party for examination all of the former party's records
15 and data with respect to the matters covered by this Agreement. Each party shall, upon request by
16 the other party, permit the other party to audit and inspect all such records and data necessary to
17 ensure the former party's compliance with the terms of this Agreement.
18 If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00), COUNTY
19 shall be subject to the examination and audit of the State Auditor for a period of three (3) years after
20 final payment under contract (Government Code section 8546.7).
21 14. PROVIDER
22 The parties hereto acknowledge that PROVIDER, or its replacement, if any during the
23 term of the PROVIDER Agreement, will carry out COUNTY'S provision of dispatching services
24 herein. In the event of any such replacement of PROVIDER, the replacement EMS Provider
25 Agreement will be on substantially the same terms as the EMS Provider Agreement to the extent that
26 it concerns this Agreement, as provided herein. COUNTY's duty to indemnify, defend, and hold
27 DISTRICT harmless described in Section 8 above shall apply with respect to PROVIDER's actions
28 and omissions occurring hereunder.
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1 15. FORCE MAJEURE
2 A. If either party hereto is rendered unable, wholly or in part, by Force Majeure to
3 carry out its obligations under this Agreement, that party shall give to the other party hereto prompt
4 written notice of the Force Majeure with full particulars relating thereto. Thereupon, the obligations
5 of the party giving the notice, so far as they are affected by the Force Majeure, shall be suspended
6 during, but no longer than, the continuance of the Force Majeure, except for a reasonable time
7 thereafter required to resume performance.
8 B. During any period in which either party hereto is excused from performance by
9 reason of the occurrence of an event of Force Majeure, the party so excused shall promptly,
10 diligently, and in good faith take all reasonable action required in order for it to be able to promptly
11 commence or resume performance of its obligations under this Agreement. Without limiting the
12 generality of the foregoing, the party so excused from performance shall, during any such period of
13 Force Majeure, take all reasonable action necessary to terminate any temporary restraining order
14 or preliminary or permanent injunctions to enable it to so commence or resume performance of its
15 obligations under this Agreement.
16 C. The party whose performance is excused due to the occurrence of an event of
17 Force Majeure shall, during such period, keep the other party hereto notified of all such actions
18 required in order for it to be able to commence or resume performance of its obligations under this
19 Agreement.
20 D. "Force Majeure" is defined as an Act of God, act of public enemy, war, and
21 other extraordinary causes not reasonably within the control of either of the parties hereto.
22 16. NOTICES
23 The persons having authority to give and receive notices under this Agreement and
24 their addresses include the following:
25 COUNTY DISTRICT
26 EMS Director, County of Fresno Laton Community Service District
Department of Public Health Attn: Fire Chief
27 P.O. Box 11867 P.O. Box 447
Fresno, CA 93775 Laton, CA 93242
28
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1 Any and all notices between COUNTY and DISTRICT provided for or permitted under
2 this Agreement or by law shall be in writing and shall be deemed duly served when personally
3 delivered to one of the parties hereto, or in lieu of such personal service, when deposited in the
4 United States Mail, postage prepaid, addressed to such party, except for notices of termination, which
5 are effective upon receipt. Notices under this Agreement are not modifications to this Agreement.
6 17. GOVERNING LAW
7 The parties hereto agree, that for the purposes of venue, performance under this
8 Agreement is to be in Fresno County, California.
9 The rights and obligations of the parties hereto and all interpretation and performance
10 of this Agreement shall be governed in all respects by the laws of the State of California.
11 18. SEVERABILITY
12 The provisions of this Agreement are severable. The invalidity or unenforceability of
13 any one provision in the Agreement shall not affect the other provisions.
14 19. ENTIRE AGREEMENT
15 This Agreement constitutes the entire agreement between DISTRICT and COUNTY
16 with respect to the subject matter hereof and supersedes all previous agreement negotiations,
17 proposals, commitments, writings, advertisements, publications, and understandings of any nature
18 whatsoever unless expressly included in this Agreement. This Agreement may be executed in
19 several counterparts by the parties hereto, in which case, all of such executed duplicate counterpart
20 originals thereof, taken together, shall be deemed to be one and the same legal instrument.
21 20. NO THIRD PARTY BENEFICIARIES
22 Notwithstanding anything stated to the contrary in this Agreement, there shall not be
23 any intended third party beneficiaries to this Agreement.
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1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
2 year first hereinabove written.
3 LATON G UNITY SERVICE COUNTY OF FRESNO
4 DISTRId r -
5 JC 'irLmcb, District Board Nathan Magsig, Chairman of the Board of
6 / Supervisors of the County of Fresno
7 Print Name&Title
8 JOANNE REMPP, Board Secretary
9 By a
10 Date: Aa, j,
ATTEST:
11
Mailing Address Bernice E. Seidel
Attn: Fire Department Clerk of the Board of Supervisors
12 P.O. Box 447
Laton, CA 93242 County of Fresno, State of California
13
14
15 - \
16 By
Deputy
17
18 Fund/Subclass: 0001/10000
Organization: 56201693
19 Account: 5039
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24 G
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SCHEDULE A
Quarter Date Due Amount
1 10/1/2019 $ 673.50
2 1/1/2020 $ 673.50
3 4/1/2020 $ 673.50
4 7/1/2020 $ 673.50
5 10/1/2020 $ 693.75
6 1/1/2021 $ 693.75
7 4/1/2021 $ 693.75
8 7/1/2021 $ 693.75
9 10/1/2021 $ 714.75
10 1/1/2022 $ 714.75
11 4/1/2022 $ 714.75
12 7/1/2022 $ 714.75
13 10/1/2022 $ 736.00
14 1/1/2023 $ 736.00
15 4/1/2023 $ 736.00
16 7/1/2023 $ 736.00
17 10/1/2023 $ 758.25
18 1/1/2024 $ 758.25
19 4/1/2024 $ 758.25
20 7/1/2024 $ 758.25
COUNTY OF FRESNO
Fresno,CA