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HomeMy WebLinkAboutAgreement A-19-413 with Sequoia Safety Council.pdf Agreement No. 19413 1 EMERGENCY MEDICAL SERVICES AGREEMENT 2 THIS AGREEMENT is made and entered into this 20th day of August , 2019, 3 by and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, 4 hereinafter referred to as "COUNTY," and the SEQUOIA SAFETY COUNCIL, INC., a non-profit 5 public benefit corporation, whose address is 500 East Eleventh Street, Reedley, California, 93654, 6 hereinafter referred to as "CONTRACTOR." 7 WITNESSETH: 8 WHEREAS, Division 2.5 of the California Health and Safety Code (commencing with Code 9 Section 1797; the Emergency Medical Services System and Prehospital Emergency Medical Care 10 Personnel Act,"or the "EMS Act") governs the administration and provision of emergency medical 11 services ("EMS"), including emergency ambulance services; and 12 WHEREAS, COUNTY, through its Department of Public Health, is authorized to develop and 13 implement an EMS program for the administration of EMS, including emergency ambulance services, 14 to residents and visitors in Fresno County, pursuant to Health and Safety Code Section 1797.200; and 15 WHEREAS, pursuant to California Health and Safety Code Section 1797.200, COUNTY 16 designated the COUNTY's Department of Public Health as the local EMS agency("EMS Agency") 17 for the COUNTY, pursuant to California Health and Safety Code Section 1797.200; and 18 WHEREAS, COUNTY and its EMS Agency recognize the need for an EMS System, 19 established and operating in accordance with the EMS Act, consisting of an organized pattern of 20 readiness and response services based on public and private agreements and operational procedures for 21 the coordinated and effective provision of EMS,including emergency ambulance services, for those 22 residents and visitors in Fresno County who may become ill or injured; and 23 WHEREAS, the EMS Agency has developed and is continuing to develop and implement a 24 local plan for EMS in Fresno County (the "EMS Plan"); and 25 WHEREAS, the State EMS Authority has approved the EMS Plan; and 26 WHEREAS, pursuant to California Health and Safety Code Sections 1797.85 and 1797.224, the 27 EMS Agency, upon the recommendation of COUNTY, may create one or more Exclusive Operating 28 Areas (EOA) in the development of the EMS Plan, without a competitive process for selecting 1 - COUNTY OF FRESNO Fresno, CA 1 providers pursuant to the EMS Plan, if the local EMS Agency amends the EMS Plan to continue the 2 use of an existing provider or providers operating within Fresno County in the manner and scope in 3 which the services have been provided without interruption since January 1, 1981 (each, a 4 "Grandfather EOA"), provided that the EMS Agency obtains the State EMS Authority's approval of 5 an amendment to the EMS Plan that includes such Grandfather EOA and such services provided 6 therein; and 7 WHEREAS, CONTRACTOR represents that CONTRACTOR has been providing emergency 8 ambulance services without interruption in the geographical area of its historical service area known as 9 Fresno County Ambulance Service Zone "J," and commonly known as the "Reedley Area," covering 10 the incorporated areas of Reedley, Orange Cove and portions of the incorporated areas of Parlier, and 11 adjoining unincorporated areas to all such areas, and unincorporated areas of Squaw Valley,Dunlap 12 and a portion of Kings Canyon National Park since 1953; and 13 WHEREAS, CONTRACTOR represents that CONTRACTOR has been providing emergency 14 ambulance services in Fresno County Ambulance Service Zone "J" in the manner and scope in which 15 the services have been provided without interruption since January 1, 1981, and that the 16 CONTRACTOR's continued provision of emergency ambulance services in Fresno County 17 Ambulance Service Zone "J" qualifies such area, including CONTRACTOR's services provided 18 therein and under this Agreement, as a Grandfather EOA; and 19 WHEREAS, CONTRACTOR desires to provide emergency ambulance services, as authorized 20 by law, within Fresno County Ambulance Service Zone "J," as a Grandfather EOA, pursuant to the 21 terms and conditions of this Agreement; and 22 WHEREAS, CONTRACTOR will subcontract with other providers of emergency ambulance 23 services to provide response assistance to multi-casualty incidents within the Reedley Area or to 24 provide back-up response assistance to the Reedley Area if CONTRACTOR is called upon to provide 25 Instant Aid/Mutual Aid assistance to adjoining EOAs outside of the Reedley Area; and 26 WHEREAS, CONTRACTOR will be ultimately responsible for all response time and 27 performance compliance of all subcontractors of emergency ambulance services for the Reedley Area; 28 and - 2 - COUNTY OF FRESNO Fresno, CA 1 WHEREAS, one of the purposes of this Agreement is to memorialize emergency ambulance 2 services that CONTRACTOR has been providing and will be providing without interruption in Fresno 3 County Ambulance Service Zone "J" in the same manner and scope since January 1, 1981; and 4 WHEREAS, COUNTY and its EMS Agency believe that the restriction of operations of 5 the number of providers of emergency ambulance service in Fresno County Ambulance Service Zone 6 "J," as a Grandfather EOA, as provided herein, will continue to maintain a stable and cost effective 7 system of ambulance services generally in Fresno County, and in Fresno County Ambulance Service 8 Zone "J" in particular, that provides high quality medical care to residents and visitors within Fresno 9 County; and 10 WHEREAS, pursuant to California Health and Safety Code Sections 1797.85 and 1797.224, the 11 EMS Agency, upon the recommendation of COUNTY, amended the EMS Plan to create a Grandfather 12 EOA for emergency ambulance service in Fresno County Ambulance Service Zone "J" in order to 13 restrict the number of providers of emergency ambulance services to CONTRACTOR upon the terms 14 and conditions of COUNTY EMS Policy#200; and 15 WHEREAS, the State EMS Authority approved such amendment to the EMS Plan. 16 NOW, THEREFORE, for good and valuable consideration in the premises, representations, 17 covenants, terms, conditions, agreements, and assurances set forth herein, the sufficiency, adequacy, 18 and receipt of which are hereby acknowledged, COUNTY and CONTRACTOR hereby agree as 19 follows: 20 I. EMS AGENCY 21 The parties acknowledge and agree that COUNTY designated the Department of Public 22 Health EMS Division as the local EMS Agency for COUNTY with the authority to plan, implement 23 and evaluate an EMS System in Fresno County, pursuant to California Health and Safety Code 24 Sections 1797.200 and 1797.204. 25 The parties acknowledge and agree that the EMS Agency, upon the recommendation of 26 COUNTY's Board of Supervisors for the creation of the Grandfather EOA, has the authority to create 2 7 and enforce the Grandfather EOA, by restricting emergency ambulance services therein to 28 CONTRACTOR's emergency ambulance services, without undertaking a competitive selection - 3 - COUNTY OF FRESNO Fresno, CA I process, and to amend the EMS Plan accordingly, subject to approval thereof by the State EMS 2 Authority, all pursuant to California Health and Safety Code Sections 1797.85 and 1797.224. 3 The parties further acknowledge and agree that the EMS Medical Director of the 4 EMS Agency has the authority of a medical director set forth in California Health and Safety Code 5 Section 1798. 6 CONTRACTOR shall provide its EMS, including emergency ambulance services, in 7 conformity with the medical policies, procedures and standards issued, as amended, from time to time 8 by the EMS Agency (hereinafter collectively referred to as "COUNTY EMS Policies and Procedures," 9 and individually referred to as "COUNTY EMS Policy#"). CONTRACTOR shall not, under any 10 circumstances, provide any EMS, including emergency ambulance services, independent of 11 COUNTY's and EMS Agency's authorization and approval provided herein. Nor shall 12 CONTRACTOR administer any EMS or EMS System, including emergency ambulance services. 13 II. SCOPE OF AGREEMENT 14 This Agreement only authorizes the provision of ground emergency ambulance services 15 in the areas described in Section III., herein. The parties acknowledge and agree that the parties' 16 execution of this Agreement shall fulfill any and all of the requirements for a written agreement with 17 the EMS Agency for agencies providing Advanced Life Support services as specified in Division 9, 18 Chapter 4, of Title 22 of the California Code of Regulations. 19 III. AREAS SERVED 20 CONTRACTOR represents, covenants and warrants to COUNTY and the EMS Agency 21 that CONTRACTOR has been providing emergency ambulance services in Fresno County Ambulance 22 Service Zone "J" in the manner and scope in which the services have been provided without 23 interruption since January 1, 1981, and that CONTRACTOR is fully qualified to serve as an exclusive 24 provider of emergency ambulance services in Fresno County Ambulance Service Zone "J"pursuant to 25 California Health and Safety Code Sections 1797.85 and 1797.224. 26 CONTRACTOR shall provide emergency ambulance services, on a non-exclusive basis, 27 upon dispatch by COUNTY to any location or incident with the territory of Fresno County 28 Ambulance Service Zones I05 through I09 as shown in Exhibit E and Exhibit F. - 4 - COUNTY OF FRESNO Fresno, CA 1 2 CONTRACTOR shall provide emergency ambulance services, on an exclusive basis, 3 upon dispatch by COUNTY to any and all locations or incidents within the territory of Fresno County 4 Ambulance Service Zone "J," as shown on Exhibit "A," attached hereto and incorporated herein by 5 this reference,order to ensure that timely emergency ambulance services are provided to all persons in 6 need of such services within that area. In addition, upon request by COUNTY, CONTRACTOR, to 7 the extent consistent with its primary responsibility to provide emergency ambulance services within 8 the territory of Fresno County Ambulance Service Zone "J,"shall provide, on a non-exclusive basis, 9 all reasonable Mutual Aid and Instant Aid (each defined in Section VII, herein) to those providers of 10 EMS operating within the Fresno County Ambulance Service Zones that are adjacent to Fresno 11 County Ambulance Service Zone "J" in order to ensure that timely emergency ambulance services are 12 provided to all persons in need of such services within those other areas. 13 CONTRACTOR acknowledges and agrees that the EMS Agency created the Grandfather 14 EOA solely for the purposes of the EMS Agency's administration of the EMS System in Fresno 15 County and that the EMS Agency's creation of the Grandfather EOA does not in any manner create or 16 confer upon CONTRACTOR any permanent right, privilege or entitlement whatsoever for the EMS 17 Agency's continued operation and enforcement of the Grandfather EOA, or CONTRACTOR's 18 continued provision of emergency ambulance serves, either on an exclusive or nonexclusive basis in 19 Fresno County Ambulance Service Zone "J." CONTRACTOR further acknowledges and agrees that 20 the EMS Agency may at any time, and in the EMS Agency's sole discretion, terminate the 21 Grandfather EOA. COUNTY and the EMS Agency shall consult with CONTRACTOR prior to the 22 EMS Agency terminating the Grandfather EOA in order to give CONTRACTOR a reasonable 23 opportunity to discuss CONTRACTOR's concerns, if any, with COUNTY and the EMS Agency 24 regarding the EMS Agency's proposed termination of the Grandfather EOA. During such 25 consultation, COUNTY and the EMS Agency shall consider CONTRACTOR's concerns, if any, and 26 respond to them. Such consultation shall be commenced by COUNTY's Department of Public of 2 7 Health Director, or designee, acting for the EMS Agency, giving written notice thereof to 28 CONTRACTOR. Such consultation shall be concluded as reasonably soon as possible under the - 5 - COUNTY OF FRESNO Fresno, CA 1 circumstances, but shall not last longer than ten (10)EMS Agency and COUNTY business days from 2 the date that such consultation is commenced,unless COUNTY's Department of Public Health 3 Director, or designee, acting for the EMS Agency, extends, in writing, the consultation period. If 4 CONTRACTOR fails or refuses to promptly provide COUNTY the indemnification and defense, as 5 stated in Subsection XV.H. and Subsection XV.I, herein, COUNTY and the EMS Agency need not 6 undertake the foregoing consultation process. 7 If the EMS Agency terminates the Grandfather EOA, this Agreement shall automatically 8 terminate, provided however, nothing contained herein shall prohibit COUNTY and CONTRACTOR 9 from entering into a successor agreement, if any, for CONTRACTOR's provision of emergency 10 ambulance services, on a non-exclusive basis, in Fresno County Ambulance Service Zone "J" upon 11 such terms and conditions that are mutually agreeable to COUNTY and CONTRACTOR. 12 IV. DUTIES OF CONTRACTOR 13 CONTRACTOR shall perform its duties under this Agreement at its own cost and 14 expense. 15 CONTRACTOR shall provide (i) emergency ambulance services to COUNTY 16 Ambulance Service Zone "J," hereinafter referenced as "Reedley EOA," and Ambulance Zone I05 17 through I09, as more fully described herein, and (ii) all reasonable Mutual Aid and Instant Aid to those 18 providers of EMS operating within the Fresno County Ambulance Service Zones that are adjacent 19 toCONTRACTOR's response areas and in all such instances through such manner, means and 20 resources, including, without limitation, EMS personnel, management and supervision thereof, field 21 operations, facilities, billing and account collection services, all EMS equipment and maintenance 22 thereof, in-service training of CONTRACTOR's personnel, quality improvement monitoring, 23 purchasing and inventory control, and related support services, provided however, nothing contained 24 herein shall be construed, either expressly or impliedly, as an authorization for CONTRACTOR to 25 administer an EMS System in CONTRACTOR's service area. All vehicles used in CONTRACTOR's 26 provision of services under this Agreement, all on-board durable or reusable equipment (unless 27 otherwise stated in this Agreement), all communication infrastructure (except for radio frequencies 28 and repeater sites currently maintained by COUNTY for dispatch and hospital communications, which - 6 - COUNTY OF FRESNO Fresno, CA I will be available for CONTRACTOR's use under this Agreement) and all other equipment and 2 software employed by CONTRACTOR in the provision of these services shall be furnished by 3 CONTRACTOR. 4 CONTRACTOR shall provide data and records concerning the services provided by 5 CONTRACTOR under this Agreement to COUNTY and EMS Agency in a manner consistent with the 6 requirements in this Agreement, shall cooperate with and timely respond to the EMS Agency and the 7 EMS Medical Director on matters related to patient care. 8 Notwithstanding anything stated to the contrary in this Agreement, this is a performance- 9 based Agreement in which CONTRACTOR's services are based on the requirement to achieve 10 minimum results in this Agreement, and that CONTRACTOR promises, covenants, warrants and 11 agrees to employ, at CONTRACTOR's sole costs and expense, whatever level of effort, personnel, 12 equipment and other resources(collectively, the "Level of Effort") is necessary to achieve the clinical, 13 response standards, and other performance results required by the terms and conditions of this 14 Agreement. Not later than thirty (30) days after the parties' execution of this Agreement, 15 CONTRACTOR shall provide, in writing to the EMS Agency, CONTRACTOR's initial vehicle 16 deployment plan. The vehicle deployment plan shall identify static locations (i.e., stations) where 17 CONTRACTOR's vehicles are normally based, and shall identify "move-up" or"posting" locations 18 that are used to expand vehicle areas of coverage when one or more of CONTRACTOR's vehicles are 19 committed to an incident or are out of service. CONTRACTOR shall provide the EMS Agency and 20 the COUNTY EMS Communications Center management staff with at least five (5) calendar days 21 advanced written notice of changes in the CONTRACTOR's vehicle deployment plan to enable 22 appropriate changes to be made in the EMS computer aided dispatch ("CAD") referred to in Section 23 V., herein. CONTRACTOR may implement temporary adjustments or modifications, which do not 24 last longer than seventy-two (72) hours, to its vehicle deployment plan to meet operational needs or 25 changes in demand for services without the required five (5) calendar days' notice to the EMS Agency 26 and the COUNTY EMS Communications Center. The intent of the advanced notification is to assure 27 the EMS Agency that the COUNTY EMS Communications Center has CONTRACTOR's most 28 appropriate and up-to-date deployment plan that is in place and operational. - 7 - COUNTY OF FRESNO Fresno, CA 1 CONTRACTOR shall provide emergency ambulance service within the Reedley EOA 2 twenty-four (24) hours-per-day, each and every day of the year that this Agreement is in effect and 3 always according to the terms and conditions of this Agreement. 4 CONTRACTOR shall be responsible for responding to all requests for emergency 5 ambulance service within the Reedley EOA received through the COUNTY EMS Communications 6 Center, and for transporting all patients in the Reedley EOA, that require an emergency ambulance 7 operated by an emergency ambulance service. 8 CONTRACTOR shall be responsible for responding to all requests for emergency 9 ambulance service, whether needed on an immediate, urgent or scheduled basis, including standby 10 services for fire or law enforcement operations, and which are received directly and/or forwarded to 11 CONTRACTOR by the COUNTY EMS Communications Center and are within the Reedley EOA 12 and/or are an Instant Aid and/or Mutual Aid (as those terms are defined in Section VII., herein) 13 responsibility of CONTRACTOR. 14 COUNTY and the EMS Agency acknowledge that situations may arise within the 15 Reedley EOA when the demand for ambulances exceeds CONTRACTOR's available resources 16 requiring a response by an ambulance other than CONTRACTOR's. In the event CONTRACTOR is 17 unable to respond consistent with COUNTY EMS Policies and Procedures, the COUNTY EMS 18 Communications Center will refer the request to the next appropriate agency. 19 At any time during the term of this Agreement, the EMS Medical Director may authorize 20 EMS Dispatch Protocols that will categorize call requests by call priority so that some requests will 21 not require an emergency ambulance dispatch. CONTRACTOR shall be an active participant, along 22 with the EMS Agency's Regional Medical Control Committee, local managed care organizations, 23 ambulance dispatchers, and the EMS Agency, in analyzing and in assisting the EMS Medical Director 24 in developing such protocols. 25 CONTRACTOR shall at all times meet the requirements set forth by the California 26 Highway Patrol, the California Health and Safety Code, the California Vehicle Code, the State 27 Department of Health, the California Code of Regulations, the COUNTY EMS Policies and 28 Procedures, and any other applicable statute or regulation with respect to the services, equipment, 8 - COUNTY OF FRESNO Fresno, CA 1 personnel and materials which are the subject matter of this Agreement. In the event of conflicting 2 statutes or regulations, the statute or regulation setting forth the most stringent requirements shall be 3 adhered to by CONTRACTOR. In the event of a conflict between the terms of this Agreement and 4 any resolution or regulation of COUNTY, the terms of this Agreement shall prevail. 5 Without limiting the generality of the foregoing provisions of this Section IV., 6 CONTRACTOR shall, at a minimum: 7 A. Operate an emergency ambulance service in the Reedley EOA in order to meet 8 all response and clinical standards,including COUNTY EMS Policies and Procedures,in accordance 9 with this Agreement. 10 B. Employ and manage qualified ambulance personnel. 11 C. Provide or contract for employee in-service training. 12 D. Provide or contract for equipment maintenance to ensure that all equipment is 13 properly functioning in a safe manner intended by the manufacturer of such equipment. 14 E. Provide emergency ambulance units and other vehicles, as specified herein. 15 F. Furnish all fuel, lubricant, and maintenance services necessary for proper vehicle 16 operation in a safe manner intended by the manufacturer of such equipment, and all laws and 17 regulations governing the ownership, use and operation of emergency ambulance vehicles. 18 G. Furnish supply inventory and all necessary supplies. 19 H. Maintain good working relations with all other health care providers and 20 personnel in Fresno County and neighboring jurisdictions. 21 I. Maintain good working relationships with fire departments in Fresno County for 22 continued first responder support, and use of fire department facilities as ambulance posts, if 23 applicable. 24 J. Secure new or replacement ambulance post locations, as determined by 25 CONTRACTOR, in order to meet performance requirements set forth herein. 26 K. Maintain good working relations with law enforcement agencies in Fresno 27 County. 28 - 9 - COUNTY OF FRESNO Fresno, CA 1 L. Ensure courteous and professional conduct of office, and field personnel at all 2 times and maintain neat, clean and professional appearance of personnel,equipment and facilities. 3 M. Consummate mutually beneficial support agreements with neighboring 4 ambulance services, subject to approval by the EMS Agency. 5 N. Promote and maintain a good reputation in Fresno County, whenever possible, 6 through participation in: 7 1) publishable research. 8 2) industry affairs. 9 3) prompt response and follow-up to inquiries and complaints. 10 4) leadership and participation in community activities. 11 5) public information and education including, without limitation, press 12 relations, explanations regarding fees, regulations and EMS System operations, increasing public 13 awareness and knowledge of the EMS System, injury/mortality prevention/reduction, and general 14 health and safety promotion including the provision of cardiopulmonary resuscitation ("CPR") and 15 first aid training to the public (e.g., health fairs, school programs, radio and local talk shows and 16 business group meetings). 17 O. Participate actively in the EMS Agency's medical audit and continuous quality 18 improvement process, and provide special training/support for personnel in need of remediation. 19 P. Maintain state and local vehicle permits and personnel certifications. 20 Q. Cause the COUNTY EMS Policies and Procedures to be properly implemented 21 and maintained in the field through CONTRACTOR'S personnel in-service training, revisions and 22 amendments to CONTRACTOR'S employee handbook, newsletters, and employee orientations. 23 R. Promptly advise the EMS Agency concerning financial and operational 24 implications of changes to CONTRACTOR'S services under consideration. 25 S. Maintain and staff a local business office, within the Reedley EOA in a location 26 that is readily accessible to the public. The business office shall be open during normal business hours 27 and business days. Personnel at the business office shall be trained and authorized to provide 28 necessary information to the public and customers, which is related to the billing procedures and 10 - COUNTY OF FRESNO Fresno, CA 1 disputed bills. Subject to prior written approval of COUNTY, CONTRACTOR may be exempted 2 from maintaining a business office within the Reedley EOA if it can demonstrate that such services 3 can be provided effectively from an alternate location outside the Reedley EOA. 4 T. Operate a billing, collection and reporting system. 5 U. Provide a minimum of one (1) EMS Training Officer for EMS Agency 6 prehospital training programs. 7 V. Promptly provide, upon request, data and records concerning the services 8 provided by CONTRACTOR under this Agreement to the EMS Agency and its Regional Medical 9 Control Committee, and the Fresno County Emergency Medical Care Committee. 10 W. Promptly provide, upon request, in-service training to first responder personnel 11 on procedures for basic life support ("BLS") personnel to assist paramedic personnel (paramedic assist 12 training). 13 X. Provide a minimum of one (1) disaster response vehicle that is capable of 14 transporting equipment and personnel to a disaster location and, is authorized by the California 15 Highway Patrol as an emergency response vehicle. A field supervisor vehicle may also serve as a 16 disaster response vehicle provided that its capabilities can provide for both tasks. 17 Y. CONTRACTOR shall restock disposable medical supplies, including automatic 18 external defibrillator("AED") defibrillation pads, used by non-CONTRACTOR first responder units 19 when treatment has been provided by non-CONTRACTOR first responder personnel and patient care 20 has been assumed by CONTRACTOR's personnel. CONTRACTOR is not responsible for restocking 21 non-CONTRACTOR first responders' expired, damaged or lost disposable medical supplies. 22 V. SERVICES TO BE PROVIDED AND PERFORMANCE STANDARDS 23 A. CONTRACTOR shall provide appropriate emergency ambulance, "Advanced 24 Life Support" (paramedic), "Basic Life Support", and medical equipment and personnel, in order to 25 provide emergency ambulance services to all persons within the Reedley EOA, on an exclusive, on- 2 6 call basis,twenty-four (24) hours-per-day, each and every day of the year, regardless of dispatch 27 priority, in order to meet the requirements of this Agreement. 28 11 - COUNTY OF FRESNO Fresno, CA 1 "Advanced Life Support" services, as defined in the EMS Act, shall mean 2 special services designed to provide definitive emergency medical care, including, but not limited to, 3 CPR, cardiac monitoring, cardiac defibrillation, advanced airway management, intravenous therapy, 4 administration of specified drugs and other medical preparations, and other specified techniques and 5 procedures administered by authorized personnel under direct supervision of a base station hospital, or 6 according to approved written protocols. 7 "Basic Life Support" services, as defined in the EMS Act, shall mean emergency 8 first aid and CPR procedures which, as a minimum, includes recognizing respiratory and cardiac arrest 9 and starting the proper application of CPR to maintain life without invasive techniques until the 10 patient may be transported or until advanced life support is available. 11 Required response times under this Agreement are measured from the time 12 CONTRACTOR is alerted for a response to the time that CONTRACTOR arrives at scene. COUNTY 13 provides CONTRACTOR with significant flexibility in CONTRACTOR's methods of providing said 14 services in order to achieve minimum results required under this Agreement. This is based upon 15 CONTRACTOR's commitment to perform to the response time standards required under this 16 Agreement. Therefore, a deficiency or an error by CONTRACTOR in one or more phases of its 17 operations (e.g., vehicle deployment plan and basing model, and vehicle maintenance) shall not be the 18 basis for the EMS Agency granting an exception to CONTRACTOR for its performance in another 19 phase of its operation (e.g., response time performance). Required response times shall be measured 20 in minutes and seconds, and shall be time stamped by the EMS Agency's CAD system consistent with 21 the requirements herein. 22 COUNTY and the EMS Agency recognizes that dispatch operations are not a 23 responsibility or under the control of CONTRACTOR. COUNTY and the EMS Agency acknowledge 24 that CONTRACTOR is not to be held responsible for delays that may occur due to dispatching, and 25 the CONTRACTOR acknowledges that the COUNTY EMS Communications Center requires 26 adequate time to process each request (e.g., time from request received to the time of unit alert). 27 COUNTY agrees to monitor the COUNTY EMS Communications Center to ensure that its dispatch 28 performance remains within the standards developed by COUNTY and the local EMS Agency. - 12 - COUNTY OF FRESNO Fresno, CA 1 B. Required response times are measured from the time CONTRACTOR is alerted 2 for a response until a fully staffed and equipped emergency ambulance unit arrives at the scene of the 3 incident. 4 5 1) "Unit Alert" 6 Shall be defined as the moment the COUNTY EMS Communications 7 Center alerts CONTRACTOR's emergency ambulance unit for a response. 8 2) "At Scene" 9 Shall be defined as the moment when the assigned emergency ambulance 10 unit is physically at or within one hundred (100) feet of the scene. In instances where the emergency 11 ambulance unit responds to a location other than the scene (e.g., staging area), arrival at scene shall be 12 the time such unit arrives at, or is within one hundred(100)feet of, the designated staging location. 13 3) Failure to Report"At Scene" 14 In instances when emergency ambulance units fail to report"at scene," the 15 time of the next communications by those units with the COUNTY EMS Communications Center 16 shall be used as the "at scene" time. However, CONTRACTOR may appeal such instances when it 17 can document the actual arrival time through another means (e.g., non-CONTRACTOR first responder 18 communication recording, and automatic vehicle locator). 19 4) Unit Cancelled Prior to Arrival "At Scene" 20 Required response time standards do not apply to instances where 21 CONTRACTOR is cancelled prior to arrival "at scene". 22 C. Performance Indicators for Alerting and Initiating Response 23 The following performance indicators shall be used to evaluate the timeliness of 24 CONTRACTOR's field operations (from time of unit alert to time "at scene") in response to requests 25 that require an immediate dispatch(Priorities 1 and 2) or an urgent dispatch(Priorities 3 and 4). Such 26 performance indicators are not used as standards for enforcing CONTRACTOR's compliance with 2 7 required response time standards under this Agreement. Rather, they are utilized as a means of 28 determining whether CONTRACTOR meets the criteria for an exception to response time standards - 13 - COUNTY OF FRESNO Fresno, CA 1 (as defined in Subsection V.E., herein) and for evaluating the need for more in-depth Quality 2 Improvement review by the EMS Agency and/or CONTRACTOR of CONTRACTOR's services. 3 4 1) Crew Response Phase (Priorities 1, 2, 3 and 4) 5 For requests for immediate responses (Priorities 1 and 2) and urgent 6 responses (Priorities 3 and 4), the "Chute Time" is the measurement of elapsed time from "unit alert" 7 to the time that all crewmembers are in the ambulance unit, begin response, and report on radio to the 8 COUNTY EMS Communications Center of"unit enroute." For CONTRACTOR's primary 9 ambulance units, the maximum permissible Chute Time shall be one hundred twenty (120) seconds or 10 less. This performance indicator is a performance measurement of CONTRACTOR's performance 11 separate from any other performance standard in this Agreement. 12 2) Referral of Calls and Dispatch Delays 13 Incidents prompting an immediate or urgent dispatch will be dispatched 14 without delay. However, during periods of peak load, the COUNTY's EMS Communications Center 15 may delay the referral of a new request to a provider outside of the Reedley EOA to allow 16 CONTRACTOR time to assemble another emergency ambulance using "off-duty"personnel or to 17 allow CONTRACTOR's emergency ambulance unit(s) which are completing a call or returning to the 18 Reedley EOA to become available to manage the new incident. Such delays by CONTRACTOR are 19 not authorized exceptions to the performance standards and other provisions of this Agreement. While 20 a delayed response using one of CONTRACTOR's nearby emergency ambulance units may provide a 21 faster response than an immediate referral to a provider from outside of the Reedley EOA, prolonged 22 dispatch delays are not acceptable to COUNTY and EMS Agency. Therefore, the following criteria 23 shall apply regarding the referral of calls and dispatch delays: 24 a. For requests for immediate responses(Priorities 1 and 2) and 25 urgent responses (Priorities 3 and 4), if CONTRACTOR does not have an emergency ambulance unit 26 available(primary or off-duty), the call will be referred to the appropriate Instant Aid (as defined in 2 7 Section VII., herein)emergency ambulance consistent with COUNTY EMS Policies and Procedures. 28 - 14 - COUNTY OF FRESNO Fresno, CA 1 b. If CONTRACTOR is utilizing off-duty emergency ambulance 2 personnel to provide back-up to CONTRACTOR's primary emergency ambulances during periods of 3 peak load, and the off-duty emergency ambulance is logged on with the COUNTY EMS 4 Communications Center, the call will be assigned to CONTRACTOR's back-up emergency 5 ambulance. CONTRACTOR will be held to the same response time performance requirements 6 regardless whether a primary or a back-up emergency ambulance handles the call. 7 C. Scheduled responses (Priority 5) may be delayed by 8 CONTRACTOR until sufficient system capacity is available to safely handle the scheduled response 9 along with other immediate and urgent responses. 10 If a call has been referred to another provider agency and 11 CONTRACTOR has an emergency ambulance unit, which becomes available after the referral has 12 occurred, the COUNTY EMS Communications Center may cancel the emergency ambulance unit 13 responding from outside of the Reedley EOA if CONTRACTOR's emergency ambulance unit is 14 closer to the incident. 15 D. CONTRACTOR shall adhere to the following minimum standards of 16 performance: 17 The Contractor shall provide one-hundred percent(100%) of the Emergency 18 Ambulance Services within the EOA, Ambulances shall be staffed and equipped at the appropriate 19 response level for the response incident (ALS or BLS). The Contractor may utilize its own discretion on 20 resource management with regard to advanced life support (paramedic) ambulance units. The Contractor 21 may operate a single-tiered system-utilizing advanced life support (paramedic) ambulance units for all 22 responses or the Contractor may operate a multi-tiered system- staffing different types of units with 23 different staffing levels in order to service the various types of responses. The Contractor has the 24 operational flexibility to operate under either model in order to provide a cost-effective system. However, 2 5 the Contractor's obligation to perform its minimum performance requirements under this Agreement to 26 the reasonable satisfaction of the County and the EMS Agency shall not be lessened if Contractor elects 27 to operate a multi-tiered system-that is, the Contractor shall in any event be responsible to provide an 28 15 - COUNTY OF FRESNO Fresno, CA I appropriately staffed and equipped ambulance unit to one-hundred percent (100%) requests for services, 2 as defined in the EMS Agency Policy and Procedures. 3 The EMS Agency requirement for minimum staffing of advanced life support 4 (paramedic) units is one (1) currently California-licensed and locally-accredited paramedic and one (1) 5 currently trained and locally certified EMT. The minimum staffing for a BLS unit is two (2)locally 6 certified EMTs. 7 The utilization of BLS ambulances as a part of a multi-tiered system, and, in the 8 case of incidents which require the response of an advanced life support(paramedic)ambulance unit, the 9 Contractor utilizes BLS ambulances in conjunction with non-transport advanced life support(paramedic) 10 units, the following standards shall apply: 11 1) Response time performance shall be determined according to Section 12 V.E., herein; 13 2) Rendezvous between BLS ambulance units and advanced life support 14 (paramedic)units shall be initiated according to the standards described 15 in EMS Policy#510; and 16 17 3) Such BLS ambulance personnel shall adhere to EMS Agency Policy 18 and Procedures regarding treatment and the urgency of transport. 19 Patient transport shall not be inappropriately delayed, contrary to EMS 20 Agency Policy and Procedures, in order to wait for the arrival of a non- 21 transport advanced life support (paramedic)unit in order to prevent the 22 levy of liquidated damages regarding a BLS response. 23 4) BLS level ambulances for services under this Agreement shall be 24 equipped and staffed at the BLS-defibrillation level. 25 E. Response Areas and Performance Standards 26 1) Metropolitan Response Area 27 The area that includes the corporate limits of the City of Reedley plus an 28 area of unincorporated area as described in Exhibit B 1 and B2, attached hereto and incorporated herein - 16 - COUNTY OF FRESNO Fresno, CA I by this reference, is collectively called the Metropolitan Response Area. For each calendar month, and 2 for calls dispatched to locations within the Metropolitan Response Area, CONTRACTOR shall have 3 an emergency ambulance at scene within the appropriate response time requirements: 4 2) Rural Response Area 5 For each calendar month, and for calls dispatched to locations within the 6 area described in Exhibit C 1, C2, E 1 and E2, attached hereto and incorporated herein by this reference, 7 and herein collectively called the Rural Response Area, CONTRACTOR shall have an emergency 8 ambulance at scene within the appropriate response time requirements: 9 3) Wilderness Response Area 10 For each calendar month, and for calls dispatched to locations within the 11 area described in Exhibit D 1, D2, F 1 and F2 attached hereto and incorporated herein by this reference, 12 and herein collectively called the Wilderness Response Area, CONTRACTOR shall have an 13 emergency ambulance at scene within the appropriate response time requirements: 14 4) Response Time Performance Standards 15 Response time standards for the abovementioned areas are defined in Exhibit"H", attached hereto and 16 by this reference incorporated herein. 17 5) The EMS Agency may set standards for the measurement of response 18 times where it is determined that such response time requirements are not appropriate due to low call 19 volume on a monthly basis. In such instances, COUNTY may establish criteria for evaluating 20 response time performance on a time period other than monthly. 21 6) Contractor shall maintain and continue the use of global positioning 22 Satellite for all CONTRACTOR's emergency vehicles capable of responding to prehospital requests for 23 service and the electronic collection and transmission of patient care information delivered under this 24 Agreement. 25 7) CONTRACTOR shall be required to utilize the COUNTY's EMS 26 Communications Center as its primary dispatch center and shall refer all requests for ambulance 27 services to the COUNTY's EMS Communications Center. In addition, CONTRACTOR shall notify 28 the COUNTY's EMS Communications Center immediately upon the direct receipt of calls for medical - 17 - COUNTY OF FRESNO Fresno, CA 1 aid and/or transportation. 2 8) CONTRACTOR shall make and maintain radio contact with the 3 COUNTY EMS Communications Center on the COUNTY EMS Med-Net System for the purpose of 4 tracking and data collection. 5 9) CONTRACTOR agrees to provide an internal quality improvement 6 program for CONTRACTOR's personnel, which adheres to COUNTY EMS Policies and Procedures. 7 F. Response Time Performance Reporting and Appeals Process 8 Monitoring of CONTRACTOR's performance under this Agreement will be 9 conducted by the EMS Agency with oversight by the Fresno County Emergency Medical Care 10 Committee ("EMCC"), provided however, COUNTY and/or the EMS Agency may elect not to utilize 11 the EMCC in such oversight capacity upon giving written notice thereof to CONTRACTOR. If the 12 EMCC is used in such oversight capacity, (i) CONTRACTOR shall have a management 13 representative, with the requisite authority to respond to and resolve issues, problems, disputes, and 14 other matter that may come before the EMCC, in attendance at EMCC meetings, and (ii) 15 CONTRACTOR shall have the right to bring before the EMCC any matter pertaining to its operation 16 and the subject matter of this Agreement. 17 1) The following shall be considered in determining CONTRACTOR's 18 monthly response time performance: 19 a. Priority Downgrades 20 Responses which are downgraded in priority prior to an 21 emergency ambulance arriving at scene will be assessed for compliance with the new priority based 22 upon the'original unit alert time. 23 b. Priority Upgrades 24 Responses which are upgraded in priority prior to an ambulance 25 arriving at scene will be assessed for compliance with the new priority response based upon the time 26 of the upgrade. 27 C. Exemptions 28 The EMS Agency may grant exemptions to response time - 18 - COUNTY OF FRESNO Fresno, CA 1 performance requirements, stated herein, for late responses where conditions, factors, or situations 2 beyond CONTRACTOR's control resulted in an unavoidable delay. Requests for exemptions shall be 3 made by utilizing the electronic compliance monitoring program that is provided by the EMS Agency. 4 All requests for exemption shall be made within ten (10) days from the end of the month, and shall be 5 individually examined by the EMS Agency to determine if CONTRACTOR qualifies for such 6 exemption. 7 (1) Cancelled Responses 8 A request for emergency ambulance services that is 9 cancelled prior to the arrival of an ambulance; or 10 (2) Geographical Limitations 11 When response from CONTRACTOR's stations or post 12 locations, as dictated by CONTRACTOR's deployment plan, to a response location where 13 geographical factors prevent compliance with response time requirements and the Chute Time is 14 within performance indicators, CONTRACTOR may be eligible for this exemption. CONTRACTOR 15 shall submit with its written request to the EMS Agency for an exemption including the specific 16 reason(s) why the response time compliance is unachievable; or 17 (3) Adverse Weather Conditions 18 When severe weather which slows travel and/or impairs 19 scene location (e.g., fog, ice, or snow) such that response time compliance is either impossible or 20 could be achieved only at a greater risk to the public than would result from a delayed response, 21 CONTRACTOR may be eligible for this exemption when the Chute Time is within performance 22 indicators; or 23 (4) Multiple Ambulance Responses to Same Incident 24 The first arriving ambulance will be held to response time 25 compliance. Subsequent ambulance(s) that arrive late will be eligible for exemption; or 26 (5) Data Recording Error 27 CONTRACTOR may be eligible for this exemption when 28 accurate data recording information can be verified; or 19 - COUNTY OF FRESNO Fresno, CA 1 (6) Out-of-Reedlev EOA Mutual Aid/Instant Aid Response 2 Responses outside of the Reedley EOA are exempt from 3 response time compliance. When CONTRACTOR responds to Mutual Aid/Instant Aid requests 4 outside of the Reedley EOA and there is a separate response by a non-CONTRACTOR emergency 5 ambulance inside the Reedley EOA that results in a late response, CONTRACTOR may appeal the 6 late response. If performance indicators are met by the non-CONTRACTOR emergency ambulance, 7 such exemptions may be available on a one-for-one basis (i.e., one exemption for each ambulance 8 outside of the Reedley EOA response area). CONTRACTOR is ultimately responsible for the non- 9 CONTRACTOR(s) compliance to the response times and performance indicators. 10 (7) Inaccurate Location/Address 11 If the reporting party or COUNTY's EMS 12 Communications Center provides CONTRACTOR's personnel with inaccurate location/address, the 13 exemption will be allowed; or 14 (8) Locally Declared Disaster 15 CONTRACTOR may apply for an exemption to response 16 time compliance during times of a declared local "emergency" as defined in the California 17 Government Code. 18 (9) Rendezvous with a Moving Vehicle 19 A late response may be eligible for exemption when 20 attempting to rendezvous with a moving vehicle. Fixed location rendezvous are not eligible for this 21 exemption. 22 (10) Multi-Casualty Incident 23 If two (2) or more of CONTRACTOR's emergency 24 ambulances are simultaneously committed to the same multi-casualty incident, a response to a separate 25 incident within the Reedley EOA by a non-CONTRACTOR primary emergency ambulance, 26 depending on the circumstances, may be eligible for an exemption when the non-CONTRACTOR's 27 Chute Time to the separate incident is within performance indicators. As stated hereinabove, 28 CONTRACTOR is ultimately responsible for the non-CONTRACTOR(s) compliance to the response - 20 - COUNTY OF FRESNO Fresno, CA 1 times and performance indicators. 2 VI. EQUIPMENT AND PERSONNEL 3 CONTRACTOR shall furnish, operate, maintain and replace, as necessary, any and all 4 items of equipment (except as otherwise provided herein), apparatus and supplies, whether real, 5 personal, or otherwise, and shall provide qualified and properly trained and experienced personnel as 6 may be necessary to fulfill its obligations under this Agreement. As between COUNTY and 7 CONTRACTOR, title to all such equipment, apparatus and supplies furnished by CONTRACTOR 8 shall remain at all times in CONTRACTOR, and personnel assigned to the performance of this 9 Agreement are and shall remain employees, volunteers of CONTRACTOR. CONTRACTOR is solely 10 responsible for assuring that all personnel working under this Agreement maintain current licensure, 11 certifications and requirements in accordance with COUNTY EMS Policies and Procedures. 12 VII. INSTANT AIDIMUTUAL AID 13 A. To the extent that CONTRACTOR has emergency ambulance units 14 available, and to the extent consistent with its primary responsibility to provide emergency ambulance 15 services in the Reedley EOA, CONTRACTOR shall, in accordance with COUNTY EMS Policies and 16 Procedures, provide immediate "Instant Aid" and "Mutual Aid" to those providers of EMS operating 17 within adjacent areas, both within and outside of Fresno County, in order to ensure that timely EMS 18 are provided to all persons in need of such services within those areas. 19 "Instant Aid" shall be defined as a request for immediate response to an incident 20 within the jurisdiction of another provider agency. Such responses may be the subject of a pre- 21 established agreement between CONTRACTOR and such provider agency. Examples: (1) A request 22 for a response into the service area of another agency due to the closer location of CONTRACTOR's 23 emergency ambulance units than the other party's emergency ambulance units to the area to which 24 CONTRACTOR will provide Instant Aid; and (2) A request for a response into the service area of 25 another agency to assist with a multi-casualty incident. 26 "Mutual Aid" shall be defined as a request for immediate response to a major 27 incident which has overwhelmed or exceeded the resources of another area, and is not the subject of an 28 Instant Aid agreement. - 21 - COUNTY OF FRESNO Fresno, CA 1 B. If CONTRACTOR enters into Mutual Aid and/or Instant Aid agreements with 2 neighboring ambulance services, CONTRACTOR shall obtain the EMS Agency's approval of such 3 agreements. 4 VIII. FIELD SUPERVISOR 5 - CONTRACTOR shall provide supervision of its operations that is available twenty-four 6 (24) hours per day, each and every day of the year. CONTRACTOR shall establish a schedule for 7 such supervision, which provides for prompt availability of such personnel for major incidents, 8 unusual occurrences, and management of customer complaints. 9 IX. DISPATCH AND COMMUNICATIONS 10 A. COUNTY shall provide emergency ambulance dispatch services, 11 including a dispatch/communications facility (hereinafter referred to as "COUNTY EMS 12 Communications Center"), sufficient to handle all requests for emergency ambulance service within 13 the Reedley EOA and areas served by CONTRACTOR through Mutual Aid and Instant Aid. 14 COUNTY will operate or cause the COUNTY EMS Communications Center to be operated by 15 COUNTY's exclusive provider of emergency ambulance services in the Fresno-Clovis metropolitan 16 area. CONTRACTOR shall not have the right or obligation, under this Agreement, to operate the 17 COUNTY EMS Communications Center. CONTRACTOR will be responsible for responding to all 18 requests for emergency ambulance service received by COUNTY and forwarded to CONTRACTOR 19 for transporting all patients that require emergency ambulance service within the Reedley EOA and 20 areas served by CONTRACTOR through Mutual Aid and Instant Aid. Communication system 21 infrastructure (authorization for the use of medical radio frequencies and repeaters for those 22 frequencies under the coordination and control of COUNTY) will be provided by COUNTY for 23 CONTRACTOR's use under this Agreement. 24 B. All radio and telephone communications, including pre-arrival instructions and 25 time track shall be recorded on tape or other media and kept for a minimum of one hundred eighty 26 (180) days. Upon the request of CONTRACTOR, COUNTY shall retain voice-recorded media 27 beyond the required one hundred eighty (180) days for unusual occurrences or where there has been a 28 request by a member of the public to preserve such media. 22 - COUNTY OF FRESNO Fresno, CA 1 C. COUNTY shall dispatch to and communicate with CONTRACTOR's 2 emergency ambulance units, and keep a record thereof(computer record or dispatch card) in a manner 3 consistent with Federal and State laws, and COUNTY EMS Policies and Procedures. 4 D. CONTRACTOR shall ensure that each emergency ambulance unit utilized in the 5 performance of services under this Agreement is equipped with emergency alerting devices capable of 6 notifying emergency ambulance personnel of the response need, and radio communications equipment 7 sufficient to meet or exceed the requirements of COUNTY EMS Policies and Procedures. 8 E. Communications Equipment: 9 COUNTY shall allow for continued use of previously provided Portable 10 (Handheld) Radios, Pagers, and In-Vehicle Radios, however, the maintenance and replacement of these 11 radios previously provided by COUNTY shall be the responsibility of CONTRACTOR. Such 12 communications equipment shall be returned to COUNTY by CONTRACTOR at the time of 13 replacement. 14 X. DISASTER RESPONSE 15 During a declared disaster that impacts CONTRACTOR's resources, as determined by 16 an agency of government either locally or in the neighboring jurisdiction, the normal course of 17 business under this Agreement shall be interrupted from the moment the disaster situation is made 18 known to CONTRACTOR by COUNTY's Department of Public Health Director, or designee, acting 19 for the EMS Agency, until notified by COUNTY's Department of Public Health Director,or designee, 20 acting for the EMS Agency, that the disaster assistance may be terminated. Immediately upon such 21 notification of a disaster, CONTRACTOR shall commit such resources as are necessary and 22 appropriate, given the nature of the disaster, and shall assist with the disaster response by providing 23 EMS in accordance with disaster plans and protocols applicable in the locality where the disaster has 24 occurred. The disaster related provisions of this Agreement are as follows: 25 A. CONTRACTOR shall develop a mechanism for the immediate recall of 26 personnel to staff emergency ambulance and disaster response vehicle units during a multi-casualty 27 situation, times of peak overload, or declared disaster situations. This plan shall include the ability of 28 CONTRACTOR to page and alert off-duty personnel. - 23 - COUNTY OF FRESNO Fresno, CA 1 B. When disaster assistance by CONTRACTOR has been terminated, 2 CONTRACTOR shall resume normal operations under this Agreement as rapidly as is practical 3 considering exhaustion of personnel, need for restocking, and other relevant considerations. 4 C. During the course of the disaster, CONTRACTOR shall use best efforts to 5 Provide local emergency ambulance coverage, and may, if appropriate and in consultation with 6 EMS Agency staff, suspend scheduled and/or urgent responses. 7 D. COUNTY's emergency ambulance dispatch operations shall be updated, 8 enhanced and altered as necessary to address the additional communications needs during disaster 9 situations including the increased need for the number of emergency ambulance units, for the 10 coordination of out-of-area Mutual Aid and Instant Aid response units, for hospital information 11 coordination, and for patient transport information. COUNTY disaster plans and COUNTY EMS 12 Policies and Procedures shall govern emergency ambulance dispatch responsibilities and the role of 13 EMS Agency staff in supervising and assisting with emergency ambulance dispatch center operations. 14 E. During periods of evacuation due to earthquake, wild-land fire, or other 15 emergencies, and in accordance with local disaster plans, CONTRACTOR shall assist, to the best of 16 its ability,in providing medical services to shelters and casualty collection points which may be 17 established as a result of an evacuation. This would include the provision of medical care, oxygen, 18 and medical supplies as necessary due to shortages, which may occur. This may require the posting of 19 an emergency ambulance unit at specific locations in Fresno County which are not normal posting 20 locations including at such shelters and casualty collection points. According to local and EMS 21 disaster plans, emergency ambulance units and personnel are not the primary resource for providing 22 such services, however, lack of, or exhaustion of, resources may prompt their use as a back-up. 23 F. Normal (i.e., not disaster related)Instant Aid, Mutual Aid, or 24 multi-casualty incidents responded to by CONTRACTOR shall be performed in accordance with 25 COUNTY EMS Policies and Procedures, and, as applicable, Mutual Aid agreements. 26 XI. INOUIRIES AND COMPLAINTS 2 7 CONTRACTOR shall provide prompt response and follow-up to inquiries and 28 complaints from customers and members of the public. Such responses shall be subject to the legal - 24 - COUNTY OF FRESNO Fresno, CA 1 limitations imposed by patient confidentiality laws and regulations. 2 XII. COMMITTEES 3 CONTRACTOR shall participate in the appropriate local EMS committees and related 4 subcommittees, as determined by the EMS Agency. 5 XIII. DUTIES OF COUNTY AND EMS AGENCY 6 COUNTY shall have the following duties under this Agreement: 7 A. Designate an EMS Agency for COUNTY's EMS program. 8 B. Provide emergency ambulance dispatching services through the COUNTY EMS 9 Communications Center to CONTRACTOR, as provided herein. 10 C. Provide communications infrastructure and certain communications equipment to 11 CONTRACTOR, as provided herein. 12 D. Provide compensation to CONTRACTOR, as provided herein, for 13 CONTRACTOR's satisfactory performance of its services under this Agreement. 14 E. The EMS Agency shall have the following duties under this Agreement: 15 1) Maintain and administer an EMS System consistent with state law and 16 regulation, for a system of emergency ambulance services and advanced life support (paramedic) 17 services and medical direction. 18 2) Provide a system of medical oversight/medical direction for the 19 EMS System and coordinated quality assurance and quality improvement programs for the EMS 20 System. 21 3) Cause the COUNTY EMS Communications Center to coordinate 22 requests for emergency ambulance services, including emergency ambulance service areas that are 23 outside of the Reedley EOA but within Fresno County, and EMS aircraft coordination. 24 4) Assist CONTRACTOR in developing, implementing, and maintaining an 25 internal field supervision system to provide evaluation of CONTRACTOR's prehospital personnel 26 providing service according to the standards established by the EMS Agency. 27 5) Perform periodic and annual inspections of CONTRACTOR's ambulance 28 service records, vehicles, facilities, personnel certifications, and patient billings. 25 - COUNTY OF FRESNO Fresno, CA I XIV. COUNTY AND EMS AGENCY ADMINISTRATION OF AGREEMENT 2 COUNTY and EMS Agency shall have the authority to administer this Agreement in 3 order to monitor the performance of services that are the subject of this Agreement. EMS Agency 4 shall have the authority to review and, in its discretion, approve or disapprove of contractual 5 commitments made by CONTRACTOR to third parties when such commitments would extend 6 beyond the term of this Agreement. 7 XV. GENERAL PROVISIONS 8 A. Conflict of Interest 9 CONTRACTOR agrees that it shall not violate, or cause any person to violate, 10 any Federal or State conflict of interest statutes, laws, or regulations, or local laws or regulations 11 (including, but not limited to those adopted by the COUNTY's Board of Supervisors) governing 12 conflict of interest (both those that are now in effect or may hereafter be enacted or adopted). 13 B. Non-Transferable Agreement 14 CONTRACTOR shall not (either voluntarily or by operation of law) assign, 15 convey or transfer this Agreement, or any portion hereof, without the prior, express written permission 16 of COUNTY and the EMS Agency as provided in this Subsection XV.B., and Subsection XV.C., 17 herein, provided however, CONTRACTOR may assign, convey or transfer its obligations to perform 18 non-EMS related services (e.g.,janitorial, food service, or building maintenance), to a third party. 19 Without limiting the generality of the foregoing sentence: 20 1) CONTRACTOR shall not (either voluntarily or by operation of law) 21 assign, convey or transfer any of CONTRACTOR's rights under this Agreement without the prior, 22 express written permission of COUNTY and the EMS Agency. 23 2) CONTRACTOR shall not (either voluntarily or by operation of law) 24 assign, convey, transfer, delegate or subcontract any of CONTRACTOR's obligations under this 25 Agreement without the prior, express written permission of COUNTY and the EMS Agency as 26 provided in Subsection XV.C., herein. 27 3) CONTRACTOR shall not (either voluntarily or by operation of law) sell, 28 assign, convey, transfer, or abandon more than ten percent (10%) of the total rights or interest in - 26 - COUNTY OF FRESNO Fresno, CA 6 1 CONTRACTOR's real and personal property and assets within any one (1) year period without the 2 prior express, written permission of COUNTY and the EMS Agency. 3 4) CONTRACTOR shall not (either voluntarily or by operation of law)be 4 merged into or with another corporation, or other business entity, without the prior express,written 5 permission of COUNTY and the EMS Agency. 6 If CONTRACTOR (either voluntarily or by operation of law) assigns, 7 conveys-or transfers this Agreement, or any part of this Agreement, including any right hereunder, in 8 violation of this Subsection XV.B., such assignment, conveyance or transfer shall be void. 9 C. Use of Sub-Contractors 10 CONTRACTOR's use of sub-contractors for the direct provision of emergency 11 ambulance services, or partial staffing for such services, is subject to the prior written permission of 12 COUNTY's Board of Supervisors and the COUNTY's Director of the Department of Public Health, or 13 his/her designee,acting for the EMS Agency. CONTRACTOR's use of any other sub-contractors is 14 subject to the prior written permission of COUNTY's Department of Public Health, or designee, 15 acting for the EMS Agency. CONTRACTOR's "use of sub-contractors"in the provision of services 16 shall include the delegation by CONTRACTOR to a third party of CONTRACTOR's obligations 17 under this Agreement. 18 If CONTRACTOR elects to use sub-contractors in the provision of any services 19 under this Agreement, and the use thereof is permitted by COUNTY and, as applicable, the EMS 20 Agency, as provided herein, CONTRACTOR in any event shall be responsible for such sub- 21 contractor's performance, and CONTRACTOR shall remain the sole point of contact in the provision 22 of services under this Agreement. COUNTY and the EMS Agency retain the right to deny requests 23 for use of sub-contractors. 24 D. Modification 25 Any matters of this Agreement may be modified from time to time by the written 26 consent of all the parties without, in any way, affecting the remainder of this Agreement. No variation 27 or modification of the terms or conditions of this Agreement shall be valid and binding upon the 28 parties unless and until such variation or modification is reduced to writing and is executed by duly- - 27 - COUNTY OF FRESNO Fresno, CA 1 authorized officers or agents of the parties. 2 E. Rights and Remedies Not Waived 3 CONTRACTOR agrees, warrants, represents and guarantees that 4 CONTRACTOR's services herein specified shall be completed for the compensation provided for in 5 this Agreement; and that CONTRACTOR's provision of services herein, and the payment therefore by 6 COUNTY, shall not prevent COUNTY from maintaining any legal action against CONTRACTOR for 7 CONTRACTOR's failure to perform such services in accordance with this Agreement. In no event 8 shall payment of compensation by COUNTY hereunder constitute or be construed to be a waiver by 9 COUNTY of any breach or any default that may then exist on the part of CONTRACTOR, and the 10 payment of such compensation while any such breach or default exists, shall in no way impair or 11 prejudice any right or remedy available to COUNTY with respect to such breach or default. 12 COUNTY's and the EMS Agency's exercise of any rights or remedies under this 13 Agreement shall not preclude COUNTY or the EMS Agency from exercising any other right or 14 remedy under this Agreement or provided by law. Such rights and remedies may be exercised by 15 COUNTY and the EMS Agency cumulatively. If COUNTY or the EMS Agency desires to waive any 16 right or the exercise of any remedy under this Agreement, such waiver shall only be in writing and 17 signed by a duly authorized officer or agent of COUNTY or the EMS Agency, as applicable. If 18 COUNTY or the EMS Agency should waive any breach or default by CONTRACTOR of any 19 provision of this Agreement, COUNTY and the EMS Agency shall not thereby be deemed to have 20 waived any preceding or succeeding breach or default of the same or any other provision of this 21 Agreement. 22 F. Governing Law 23 For purposes of venue,performance of this Agreement shall be in Fresno 24 County, California. The rights and obligations of the parties and all interpretation and performance of 25 this Agreement shall be governed in all respects by the laws of the State of California. 26 G. Invalidity 27 If any part of this Agreement is found by a court of competent jurisdiction 28 - 28 - COUNTY OF FRESNO Fresno, CA 1 to be violative of any law or the Federal or State Constitution or otherwise legally defective, invalid or 2 unenforceable, CONTRACTOR and COUNTY shall use their best efforts to replace that part of this 3 Agreement with legal, valid and enforceable terms and conditions most readily approximating the 4 original intent of the parties. Furthermore, if any provision of this Agreement or the application hereof 5 to any person or circumstance shall, to any extent,be found by a court of competent jurisdiction to be 6 violative of any law or the Federal or State Constitution or otherwise legally defective, invalid or 7 unenforceable, the remainder of this Agreement, or the application of such provision to persons or 8 circumstances other than those as to which is found by a court of competent jurisdiction to be violative 9 of any law or the Federal or State Constitution or otherwise legally defective, invalid or unenforceable, 10 shall not be affected thereby, and each remaining provision of this Agreement shall remain in full 11 force and effect and shall be enforceable to the fullest extent permitted by law. 12 H. Hold Harmless, Indemnification and Defense 13 1) CONTRACTOR agrees to save, indemnify, hold harmless and, at 14 COUNTY's request, defend COUNTY,including the County of Fresno, the COUNTY's Department 15 of Public Health, the EMS Agency, their respective officers, agents, employees, contractors, attorneys, 16 EMS Medical Directors, the COUNTY's Board of Supervisors, each member of the COUNTY's 17 Board of Supervisors (collectively, the "COUNTY Indemnified Parties"), from and against any and all 18 expenses, demands, liabilities, claims, actions, proceedings, litigation,judgments, suits, costs 19 (including but not limited to court costs and attorney's fees and costs, amounts paid in settlement, and 20 amounts paid to discharge judgments), penalties, or damages of any nature whatsoever occurring or 21 resulting to, or threatened against COUNTY Indemnified Parties, arising from, resulting from, or in 22 connection with any of CONTRACTOR'S, including its officers, employees, agents or contractors, 23 actions (or failing to take actions) for injury to, and death of, any person, and for injury to any 24 property, including consequential damages of any nature resulting therefrom, arising out of, or in any 25 way connected with any acts or omissions by, or on behalf of CONTRACTOR, its officers, 26 employees, agents or contractors in performing or failing to perform any services or functions 2 7 provided for or referred to or in any way connected with any work, services, or functions to be 28 performed by CONTRACTOR, its officers, employees, agents, or contractors under this Agreement. - 29 - COUNTY OF FRESNO Fresno, CA 1 The foregoing clause shall in no way obligate CONTRACTOR to provide such protection, 2 indemnification, or defense to the extent of acts or omissions by COUNTY, its officers, employees, 3 agents, or contractors. 4 2) COUNTY agrees to save, indemnify, hold harmless and, at 5 CONTRACTOR's request,defend CONTRACTOR including, its officers,agents,employees, 6 contractors, attorneys, CONTRACTOR's Board of Directors, each member of CONTRACTOR's 7 Board of Directors (collectively, the "CONTRACTOR Indemnified Parties"), from and against any 8 and all expenses, demands, liabilities, claims,actions, proceedings,litigation,judgments, suits,costs 9 (including but not limited to court costs and attorney's fees and costs, amounts paid in settlement, and 10 amounts paid to discharge judgments),penalties, or damages of any nature whatsoever occurring or 11 resulting to, or threatened against CONTRACTOR Indemnified Parties arising from,resulting from, or 12 in connection with any of COUNTY's, including its officers, employees, agents or contractors, actions 13 (or failing to take actions) for injury to, and death of, any person, and for injury to any property, 14 including consequential damages of any nature resulting therefrom, arising out of, or in any way 15 connected with any acts or omissions by, or on behalf of COUNTY, its officers, employees, agents or 16 contractors in performing or failing to perform any services or functions provided for or referred to or 17 in any way connected with any work, services, or functions to be performed by COUNTY, its officers, 18 employees,agents, or contractors under this Agreement. The foregoing clause shall in no way 19 obligate COUNTY to provide such protection, indemnification, or defense to the extent of acts or 20 omissions by CONTRACTOR, its officers, employees, agents, or contractors. 21 3) COUNTY agrees to protect, defend, indemnify and hold harmless the 22 CONTRACTOR,its officers, agents and employees,from claims brought by persons CONTRACTOR 23 transports at the request of a peace officer or individual authorized by Welfare and Institutions Code 24 Section 5150 to cause a person to be taken into custody, but only insofar as those claims are based on acts 25 inherent in carrying out the detention of the person as requested by the peace officer or authorized 26 individual.This indemnity shall not extend to claims for negligence in the provision of transportation or 27 to any medical care provided during transport.This section shall in no way obligate the COUNTY to 28 provide such protection,indemnification,or defense to the extent of negligent or wrongful acts or 30 - COUNTY OF FRESNO Fresno, CA 1 omissions by the CONTRACTOR,its officers, employees, agents, or contractors except as explicitly 2 stated above. 3 5) Notwithstanding anything stated to the contrary in this Agreement, the provisions 4 of this Subsection XV.H. shall not apply to any act or omission of any of the Indemnified Parties (as 5 that term is defined in Subsection XV.I.,herein)arising out of or in connection with the EMS Agency 6 creating or enforcing the Reedley EOA. 7 6) The provisions of this Subsection XV.H. shall survive termination of this 8 Agreement. 9 I. Grandfather EOA - Hold Harmless, Indemnification and Defense 10 The parties recognize that there has been a proliferation of litigation challenging 11 governmental actions in the administration of EMS. Because the creation and enforcement of the 12 Reedley EOA would directly benefit CONTRACTOR in that the Reedley EOA is expected to ensure 13 stability in the provision of emergency ambulance services to the Reedley EOA, and thereby directly 14 benefit CONTRACTOR, CONTRACTOR is agreeable to indemnifying, defending and holding 15 harmless COUNTY and the EMS Agency herein for the EMS Agency creating the Reedley EOA and 16 enforcing Reedley EOA in order that COUNTY and the EMS Agency shall bear no fiscal or financial 17 burden whatsoever resulting from any litigation challenging such actions of the EMS Agency. 18 CONTRACTOR agrees to save, indemnify, hold harmless and, at COUNTY's 19 request, defend COUNTY, including the COUNTY's Department of Public Health, the EMS Agency, 20 their respective officers, agents,employees,contractors, attorneys, EMS Medical Directors,the 21 COUNTY's Board of Supervisors, each member of the COUNTY's Board of Supervisors 22 (collectively, the "Indemnified Parties"), from and against any and all litigation, actions, suits, claims, 23 proceedings, demands, liabilities, and their resulting expenses, costs (including but not limited to court 24 costs and attorney's fees charged by or awarded to any party, settlement payments, and amounts paid 25 to discharge judgments),judgments, damages, and penalties of any nature whatsoever occurring or 26 resulting to, or threatened against the Indemnified Parties arising from, resulting from, or in 27 connection with any of the Indemnified Parties' actions (or failure to take actions) in creating the 28 Reedley EOA, amending the EMS Agency's local EMS Plan as stated herein, enforcing the restriction - 31 - COUNTY OF FRESNO Fresno, CA 1 of services in the Reedley EOA to CONTRACTOR's exclusive provision of services as stated herein, 2 or taking any other actions (or failure to take actions)to maintain and enforce the Reedley EOA. In 3 carrying out its obligation to defend the Indemnified Parties, CONTRACTOR shall provide a law firm 4 to the Indemnified Parties, provided however, Fresno County Counsel shall select such law firm, and 5 CONTRACTOR shall have the right to approve such law firm, which approval shall not be 6 unreasonably withheld. Such law firm shall have recognized expertise in antitrust and EMS law. 7 Within thirty (30) days from the date that CONTRACTOR receives an invoice from COUNTY 8 requesting payment, CONTRACTOR shall reimburse COUNTY for the defense counsel's attorneys' 9 fees and costs and expenses (including defense counsel's court costs and expenses, and the fees, costs 10 and expenses of expert consultants used by defense counsel) related to the representation of the 11 Indemnified Parties in the action, suit, proceeding, or litigation brought or threatened against the 12 Indemnified Parties. CONTRACTOR shall also directly pay to any Indemnified Party, within thirty 13 (30) days from the date that CONTRACTOR receives an invoice from COUNTY requesting payment, 14 for any item for which indemnification herein is provided by CONTRACTOR to the Indemnified 15 Parties, and for which the Indemnified Party is obligated to pay to a third party. The EMS Agency 16 shall be justified in refusing to enforce the Reedley EOA, or in terminating the Reedley EOA, unless 17 the Indemnified Parties shall first be indemnified and defended herein to their satisfaction. Any 18 settlement of any actual or threatened action, suit, proceeding, or litigation in connection with this 19 Agreement shall be subject to approval of COUNTY and the EMS Agency. 20 The provisions of this Subsection XV.I. shall survive termination of the Reedley 21 EOA and this Agreement. 22 XVI. INSURANCE 23 Without limiting COUNTY's right to obtain indemnification from CONTRACTOR or 24 any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect the 25 following insurance policies throughout the term of this Agreement. 26 A. Commercial General Liability 27 Commercial General Liability Insurance with limits of not less than Two Million 28 Dollars ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000). - 32 - COUNTY OF FRESNO Fresno, CA 1 This policy shall be issued on a per occurrence basis. COUNTY may require specific coverage 2 including completed operations, product liability, contractual liability, Explosion-Collapse- 3 Underground (XCU), fire legal liability or any other liability insurance deemed necessary because of 4 the nature of the contract. 5 B. Automobile Liability 6 Comprehensive Automobile Liability Insurance with a combined single limit of 7 not less One Million Dollars ($1,000,000) per accident. Coverage shall include owned and non-owned 8 vehicles used in connection with this Agreement. 9 C. Professional Liability 10 Professional Liability Insurance (Errors and Omissions) with limits of not less 11 than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) 12 annual aggregate. CONTRACTOR shall maintain, at its sole expense, in full force and effect a policy 13 or policies of Professional Liability for a period of not less than three (3) years from the termination 14 date of this Agreement. 15 D. Worker's Compensation 16 A policy of Worker's Compensation insurance as may be required by the 17 California Labor Code. 18 E. Cyber Liability 19 CONTRACTOR shall obtain cyber liability insurance with limits of not less than Two Million Dollars 20 ($2,000,000) per occurrence. Coverage shall include, but not be limited to, claims involving Cyber 21 Risks. The cyber liability policy shall be endorsed to cover the full replacement value of damage to, 22 alteration of, loss of, or destruction of intangible property (including but not limited to information or 23 data) that is in the care, custody, or control of the CONTRACTOR. 24 Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security Breaches, 25 which may include Disclosure, whether intentional or unintentional, of Information to an Unauthorized 26 Third Party; (ii) breach of any of the Contractor's obligations under this Agreement; (iii) infringement 27 of intellectual property including, but not limited to infringement of copyright, trademark, and trade 28 dress; (iv) invasion of privacy, including release of private information; (v) information theft by any 33 - COUNTY OF FRESNO Fresno, CA 1 person or entity, whatsoever; (vi) damage to or destruction or alteration of electronic information; (vii) 2 extortion related to CONTRACTOR'S obligations under this Agreement regarding electronic 3 information, including Information provided by County; (viii) network security; (ix) data breach 4 response costs, including Security Breach response costs; (x) regulatory fines and penalties related 5 to CONTRACTOR'S obligations under this Agreement regarding electronic information, including 6 Personal Information; and (xi) credit monitoring expenses. 7 F. Excess/Umbrella Insurance 8 A combination of primary and excess/umbrella insurance may be used by 9 CONTRACTOR to meet the required limits of insurance. 10 G. Additional Reguirements Relating to Insurance 11 CONTRACTOR shall obtain endorsements to the Commercial General Liability 12 Insurance naming the County of Fresno, its officers, agents, and employees, individually and 13 collectively, as additional insured,but only insofar as the operations under this Agreement are 14 concerned. Such coverage for additional insured shall apply as primary insurance and any other 15 insurance, or self-insurance,maintained by COUNTY, its officers, agents and employees shall be 16 excess only and not contributing with insurance provided under CONTRACTOR'policies herein. 17 This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance 18 written notice given to COUNTY. 19 CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, 20 and employees any amounts paid by the policy of worker's compensation insurance required by this 21 Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may 22 be necessary to accomplish such waiver of subrogation, but CONTRACTOR's waiver of subrogation 23 under this paragraph is effective whether or not CONTRACTOR obtains such an endorsement. 24 Within thirty (30) days from the date that CONTRACTOR executes this Agreement, CONTRACTOR 25 shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, 26 as required herein, to the County of Fresno, Department of Public Health, P.O. Box 11867, Fresno, CA 27 93775, Attn: Contracts Section—61h Floor, stating that such insurance coverage have been obtained 28 and are in full force; that the County of Fresno, its officers, agents and employees will not be - 34 - COUNTY OF FRESNO Fresno, CA 1 responsible for any premiums on the policies; that for such worker's compensation insurance the 2 CONTRACTOR has waived its right to recover from the COUNTY, its officers, agents, and employees 3 any amounts paid under the insurance policy and that waiver does not invalidate the insurance policy; 4 that such Commercial General Liability insurance names the County of Fresno, its officers, agents and 5 employees, individually and collectively, as additional insured, but only insofar as the operations under 6 this Agreement are concerned; that such coverage for additional insured shall apply as primary 7 insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents and 8 employees, shall be excess only and not contributing with insurance provided under CONTRACTOR's 9 policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty 10 (30) days advance, written notice given to COUNTY. 11 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as 12 herein provided, COUNTY may, in addition to other remedies it may have, suspend 13 or terminate this Agreement upon the occurrence of such event. 14 All policies shall be with admitted insurers licensed to do business in the State of 15 California. Insurance purchased shall be purchased from companies possessing a current A.M.Best, 16 Inc. rating of A FSC VII or better. 17 , The insurance requirements of this Section XVI. shall apply to CONTRACTOR's 18 personnel during their performance of any and all activities which are the subject of this Agreement, 19 or any amendment hereto, including, but not limited to, their participation in clinical education 20 programs and prehospital experience while assigned to a separate paramedic ground ambulance 21 provider. 22 XVII. INDEPENDENT CONTRACTOR 23 In order to establish that COUNTY is not a co-employer of CONTRACTOR's officers, 24 agents or employees, the parties agree to the provisions of this Section XVII. 25 In performance of the work, duties, and obligations assumed by CONTRACTOR under 26 this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of 27 CONTRACTOR's officers, agents, and employees, will at all times be acting and performing as an 28 independent CONTRACTOR and shall act in an independent capacity and not as an officer, agent, - 35 - COUNTY OF FRESNO Fresno, CA 1 servant, employee,joint venturer, partner, or associate of COUNTY. COUNTY shall retain the right 2 to administer this Agreement so as to verify that CONTRACTOR is performing its obligations in 3 accordance with the terms and conditions thereof. CONTRACTOR and COUNTY shall comply with 4 all applicable provisions of law and the rules and regulations, if any, of governmental authorities 5 having jurisdiction over matters the subject thereof. 6 Because of its status as an independent contractor, CONTRACTOR shall have 7 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 employees 9 all legally-required employee benefits. 10 In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless 11 from all matters relating to payment of CONTRACTOR's employees, including compliance with 12 Social Security, withholding, and all other regulations governing such matters. It is acknowledged 13 that during the term of this Agreement, CONTRACTOR may be providing services to others unrelated 14 to COUNTY or to this Agreement. 15 XVIII. CONSIDERATION 16 A. No local tax support shall be provided by COUNTY to CONTRACTOR in connection with his 17 Agreement. COUNTY shall have no obligation to compensate CONTRACTOR for services 18 performed under this Agreement other than as stated in this Section XVIII. The only 19 compensation payable by COUNTY to CONTRACTOR for CONTRACTOR's satisfactory 20 performance of its services under this Agreement is as follows: 21 B. COUNTY shall provide compensation to CONTRACTOR for the satisfactory performance of 22 its services as provided in this Agreement. 23 C. COUNTY shall pay to CONTRACTOR a monthly lump-payment of Two Thousand Three 24 Hundred Thirty-three and 33/100 Dollars ($2,333.33) for estimated dry runs and uncollectible 25 charges. The total maximum compensation payable under this agreement for the period of July 26 1, 2019 through June 30, 2024 shall not exceed One Hundred Forty Thousand and 00/100 27 28 - 36 - COUNTY OF FRESNO Fresno, CA 1 Dollars ($140,000.00). 2 D. The parties agree that the amount of compensation, stated above, are inclusive of and fulfill any 3 obligation that COUNTY may have, if any, presently or at any time during the term of this 4 Agreement, and any renewal thereof, to compensate, reimburse, or otherwise pay 5 CONTRACTOR for EMS, including emergency ambulance services provided to medically- 6 indigent persons. 7 E. CONTRACTOR's Fee For Service 8 The parties recognize that CONTRACTOR charges a fee for its services to recipients of such 9 services, and that COUNTY and EMS Agency are not responsible for setting CONTRACTOR's 10 rates for such fees. Notwithstanding anything stated to the contrary in the foregoing sentence, 11 CONTRACTOR's fees for such services shall not exceed the reasonable and customary rates 12 for such services under the circumstances, and such fees, and CONTRACTOR's billing and 13 collection practices, shall be in compliance with all Federal, State, and local laws, and 14 regulations. 15 XIX. AUDITING 16 The Auditor-Controller/Treasurer-Tax Collector of COUNTY shall have the right to 17 review any and all books, accounts, financial and accounting records, bills and the like of 18 CONTRACTOR relating to services provided under this Agreement. CONTRACTOR shall retain and 19 make available for inspection by COUNTY's Auditor-Controller/Treasurer-Tax Collector for at least a 20 three (3) year period from final payment under this Agreement, all of the documents and records 21 described above. 22 If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00), 23 CONTRACTOR shall be subject to the examination and audit of the State Auditor for a period of 24 three(3) years after final payment under contract (Government Code Section 8546.7). 25 XX. TERM AND TERMINATION OF AGREEMENT 26 A. The term of this Agreement shall be for a period of three (3) years, commencing 27 on July 1, 2019 through and including June 30, 2022. This Agreement may be extended for two (2) 28 additional consecutive twelve (12) month periods upon written approval of both parties no later than - 37 - COUNTY OF FRESNO Fresno, CA 1 thirty (30) days prior to the first day of the next twelve (12) month extension period. The Director of 2 the Department of Public Health or his or her designee is authorized to execute such written approval 3 on behalf of COUNTY based on CONTRACTOR'S satisfactory performance. 4 B. Either party may terminate this Agreement without cause by giving at least 5 ninety (90) days advance written notice of such termination to the other party. 6 C. The terms of this Agreement, and the services to be provided hereunder, are 7 contingent on the approval of funds by COUNTY's Board of Supervisors. Should sufficient funds not 8 be allocated for this Agreement at any time by COUNTY during the term of this Agreement, the 9 services provided may be modified at any time by COUNTY, or this Agreement may be terminated at 10 any time by either party giving the other party at least thirty (30) days advance written notice thereof. 11 D. Either party may suspend or terminate this Agreement in whole or in part, where 12 in the determination of the aggrieved party the other party is in breach of a material obligation to perform 13 under this Agreement, provided however, the following shall first take place: 14 1) The aggrieved party shall give the other party written notice of such breach, 15 stating with reasonable specificity the facts and the reasons giving rise to such breach; such notice shall 16 be given to the other party at least fifteen (15) days before the date of termination of this Agreement due 17 to such breach; and 18 2) Before such fifteen (15) day period has elapsed, the other party has not 19 cured such breach of this Agreement to the reasonable satisfaction of the party giving such notice of 20 breach. 21 E. In the event of termination of this Agreement, each party shall be responsible for 22 complying with all laws applicable to them, if any, respecting reduction or termination of medical 23 services. 24 XXI.DISCLOSURE OF SELF-DEALING TRANSACTIONS 25 This provision is only applicable if the CONTRACTOR is operating as a corporation (a 26 for-profit or non-profit corporation) or if during the term of this agreement, the CONTRACTOR 27 changes its status to operate as a corporation. 28 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing - 38 - COUNTY OF FRESNO Fresno, CA 1 transactions that they are a party to while CONTRACTOR is providing goods or performing services 2 under this agreement. A self-dealing transaction shall mean a transaction to which the 3 CONTRACTOR is a party and in which one or more of its directors has a material financial interest. 4 Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to 5 by completing and signing a Self-Dealing Transaction Disclosure Form,attached hereto as Exhibit G 6 and incorporated herein by reference, and submitting it to the COUNTY prior to commencing with the 7 self-dealing transaction or immediately thereafter. 8 XXII. FORCE MAJEURE 9 A. If either party hereto is rendered unable, wholly or in part, by Force Majeure to 10 carry out its obligations under this Agreement, that party shall give to the other party hereto prompt 11 written notice of the Force Majeure with full particulars relating thereto. Thereupon, the obligation of 12 the party giving the notice, so far as they are affected by the Force Majeure, shall be suspended during, 13 but no longer than, the continuance of the Force Majeure, except for a reasonable time thereafter 14 required to resume performance. 15 B. During any period in which either party hereto is excused from performance by 16 reason of the occurrence of an event of Force Majeure, the party so excused shall promptly, diligently, 17 and in good faith take all reasonable action required in order for it to be able to promptly commence or 18 resume performance of its obligations under this Agreement. Without limiting the generality of the 19 foregoing, the party so excused from performance shall, during any such period of Force Majeure, take 20 all reasonable action necessary to terminate any temporary restraining order or preliminary or 21 permanent injunctions to enable it to so commence or resume performance of its obligations under this 22 Agreement. 23 C. The party whose performance is excused due to the occurrence of an event of 24 Force Majeure shall, during such period, keep the other party hereto notified of all such actions 25 required in order for it to be able to commence or resume performance of its obligations under this 26 Agreement. 27 D. "Force Majeure" is defined as an Act of God, act of public enemy, war, and other 28 extraordinary causes not reasonably within the control of either of the parties hereto. - 39 - COUNTY OF FRESNO Fresno, CA I XXIII. CONFIDENTIALITY 2 All services performed by CONTRACTOR under this Agreement shall be in strict conformance with 3 all applicable Federal, State of California and/or local laws and regulations relating to confidentiality, 4 including all Health Insurance Portability Accounting Act (HIPAA) regulations. 5 6 19. NOTICES: The persons and their addresses having authority to give and receive notices under 7 8 this Agreement include the following: 9 COUNTY CONTRACTOR 10 Director, County of Fresno Sequoia Safety Council, Inc. 11 Department of Public Health Attn: General Manager 12 P.O. Box 11867 500 East Eleventh Street 13 Fresno, CA 93775 Reedley, California, 93654 14 All notices between the COUNTY and CONTRACTOR provided for or permitted under this 15 Agreement must be in writing and delivered either by personal service, by first-class United States 16 17 mail, by an overnight commercial courier service, or by telephonic facsimile transmission. A notice 18 delivered by personal service is effective upon service to the recipient. A notice delivered by first- 19 class United States mail is effective three COUNTY business days after deposit in the United States 20 mail, postage prepaid, addressed to the recipient. A notice delivered by an overnight commercial 21 courier service is effective one COUNTY business day after deposit with the overnight commercial 22 courier service, delivery fees prepaid, with delivery instructions given for next day delivery, addressed 23 to the recipient. A notice delivered by telephonic facsimile is effective when transmission to the 24 recipient is completed (but, if such transmission is completed outside of COUNTY business hours, 25 then such delivery shall be deemed to be effective at the next beginning of a COUNTY business day), 26 27 provided that the sender maintains a machine record of the completed transmission. For all claims 28 arising out of or related to this Agreement, nothing in this section establishes, waives, or modifies any - 40 - COUNTY OF FRESNO Fresno, CA 1 claims presentation requirements or procedures provided by law, including but not limited to the 2 Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 3 810). 4 20. MODIFICATION: Any matters of this Agreement may be modified from time to time by the 5 6 written consent of all the parties without, in any way, affecting the remainder. 7 22. SEVERABILTTY: The provisions of this Agreement are severable. The invalidity or 8 unenforceability of any one provision in the Agreement shall not affect the other provisions. 9 XXIV.ENTIRE AGREEMENT 10 The parties agree that all of the terms of this Agreement shall be binding upon them, and 11 their successors-in-interest, assigns and legal representatives, and that together these terms constitute 12 the entire agreement of the parties with respect to the subject matter hereof. This Agreement 13 supersedes all previous negotiations, proposals, commitments, writings, understandings and 14 agreements of any nature whatsoever concerning the subject matter hereof unless expressly included 15 in this Agreement. 16 17 18 19 20 21 22 23 24 25 26 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year 27 first hereinabove written. 28 CONTRACTOR COUNTY OF FRESNO - 41 - COUNTY OF FRESNO Fresno, CA T 1 �4� x AL 2 (Authorized ignature) Nathan Magsig, Chairman of the Board of . ( Supervisors of the County of Fresno 3 nP� , Print Name Title C41! - U0 /C��t7r'l rot)►l C I I Q/ U 5 6 L ( " 14 cling Address :ATTEST: Bernice E. Seidel Clerk of the Board of Supervisors 8 County of Fresno. State of California 9 10 11 12 By: Deputy 13 FOR ACCOUNTING USE ONLY: 14 Fund: 0001 Subclass: 10000 15 ORG:56201695 16 Account:7295 17 18 19 20 21 22 23 24 25 26 27 28 - 42 - COUNTY OF FRESNO Fresno, CA Exhibit A N Ambulance Zone "J" 64.02 s y &.1 84,02 84.6,1 44.0 5.2 64:04 4 1 .02 39 19 2 a 15 83.02 181 16 69 17 \ \ . 82 76 8 0 a 75 � 73 7 a 2.0r 7 77 74 78.02 Legend 79.02 Census 2010 78.01 Streets Zone J METRO RURAL WILDERNESS o w D LO Z Z � 3nN3A`d021O3M`d2i0 3nN3A`d02iO3Mb210S � a o rn Za N 7 .�. O 3nN3A` VION313A`dN 3nN3A`VION313AVN S o Z W W U i C U U) w a sOR a U 3nN3A`d N3S2330 t. w-. W- " _dyyre y"rrrRb 'Ct tr? a x e7rx = #xy rN:.,r ix�F"tlb a.... w hn y 3g Cx€. W L11 Z W 0 CO U) ¢ m 7141 L w Z Q wb S Z >i y' N W W ° s ` e InN3Aeel3wnloo s o by Q W C 3nN3A`d OOOMNN` W S Q� O . 4 ' x i= C 3nNBA`d0332i N ;.. C 3nN3AV NOO2181OH x X _ CIO w N w Q Q y ` h r mdrs X ai m 0L -0 ZO...... w 3 Q o IL z 3 Z bF C Z G _. nN3AVHIMS.S Q Z 3nN3AVH11WS < z of w j Z ¢ _ tf C N3M:J3M:1 S _ 0 w U a z co w z w a 3nN3A`d H3NI03Z S w w 1338-LS t w v d I I2AVVM3N S 3nN3A`dMVINM3N S a o w w \l O z D M z Q n U. QN3SWW > > Q coU) ¢ ¢ Lu w z g m ¢ p w. u6 ¢ Z N w W ui `° w a z 3nN3/VAW3(]VOVS w _ Q M w z w a — :3 W w ¢ �, 3 1S(131NVNNn ¢ 3nN3Ad13H139 3nN3A`d13H138 U) ¢ O Q� w 33a1S 03VYVNNn w w z 3nN3AVVIONb'10 I S 133211S a3AVNNn 133blS a3AVNN 3nN3AVA32i 130 S Exhibit B-1 Description of Metropolitan Response Area Ambulance Zone "J" The following Census Tracts and descriptions comprise the Metro/Urban Area of Ambulance Zone J: Census Tract #63 —Includes all of the area SOUTH of Adams Avenue and WEST of Alta Avenue. Census Tract#66.02—Includes all of the Census Tract. Census Tract#66.03 —Includes all of the Census Tract. Census Tract#66.04—Includes all of the Census Tract. Census Tract#67—Includes all of the Census Tract. Census Tract#68.02—Includes all of the area SOUTH of Adams avenue and East of Smith Road. Census Tract#72.01 —Includes all of the area EAST of Smith Avenue. Page B-1 L CAN AVENUE aG S DE WO F AVENUE m 7 z ONARD AVENUE m L. Cn (7 z C Q S HIGHLAND AVENUE S HIGHLAND VENUE m D 5 c S THOMPSON AVENUE c r �' v� m m m m. p D p r 3 MCCALL AVENUE 19 F = O S DOCKERY AVE D c m m S DEL REYA ENUE o z C m D a c m z S INDIANO AVENUE m < UNNAMED ST EET m m m 'X z m SBETHELAVENUE BETHELAVENUE BETHELAVEN E rn m m m m CZ STREET' GREENW AVI D > < cz a� D Z z D . z SACADEMYAVENUE m co:z z Dom D < c cn D� < m z m " D z C z ^' " m z N m` c m S NEWMA AVENUE D o m S ZEDIKER AVENUE < m z m rl S RIVERBE ;DAV NUE 0 S TH AVENUE S SMITH AVENUE m O D �--_..._„ m rn °y rn 0 S LAG JAC AVENUE Z D m z` \ Z N RIO VISTAAVENUE c < z m m OZ m tiT VIAU AVEN D -, L ROOK VENUE < R �r c rn N REED AVENUE z S REED AVENUE /VF c m D �. o m X G' to S FRANKWOOD AVENUE =r n rn ? m �'v (D (D m O.< Z t J N n� D O w m 90 N m z 0 O ZUMWALTAVENUE c D m D -i m < c- < _ (D N mS ENGLEHART AVENUE c n c c-- CD m m m D v S PEDE SON AVENUE D Z W" RIO AVENUE z p CD ROAD80 D SA�TAAVENUE D SALTAAVENUE SALTA VENU D ZG) S NAVELENCIA AVENUE c m NAVELENCIAAVENUE m mm m D z r CRAWFORD AVENUE K cn 3b�3 D z tlM3N�4 m D < ,. c 0 m z z m co a n < !c m K z z c S COVE AVENUE cn D D ma' HILLAVENUE m m ZS HILL HILL MAIJCOLM ROAD o z z MONSON AVENUE Z m c m m Z D 0) ol z S N HOR AVENUE G) C ni m X z < 5T TREET c z STATE HIGHWAY 63 - m Exhibit C-1 Description of Rural Response Area Ambulance Zone "J" The following Census Tracts and descriptions comprise the Rural Response Area of Ambulance Zone J: Census Tract#63 —Includes all of the area SOUTHEAST of the following boundary—from the intersection of the Cameron Slough and the Kings River,NORTHEAST along the Cameron Slough to the intersection of Reed Avenue and the Cameron Slough and then SOUTH on Reed Avenue to Kings Canyon Road and then EAST on Kings Canyon Road to the Friant-Kern Canal, Excluding the areas: EAST of S.Cove Avenue. SOUTH of Adams Avenue and WEST of Road 80/S. Alta Avenue.. Census Tract#64.03 —Includes all of the area SOUTH of Kings Canyon Road and WEST of Cove Road. Census Tract#65.01 —Includes all of Census Tract. Census Tract#65.02—Includes all of the area WEST of the Friant Kern Canal. Census Tract#68.02—Includes all of the area WEST of Smith Road and NORTH of Floral Avenue. Census Tract#69—Includes all of the area SOUTHEAST of the Cameron Slough. Census Tract#85.01 —Includes all of the area EAST of S. Mendocino Avenue and NORTH of Floral Avenue. Census Tract#85.02—Includes all of the area EAST of S. Mendocino Avenue. Page C-1 Exhibit D N Map of Wildernessl Response Area Ambulance Zone J 2 � o �s �SJP �A 64.04 'PO 59.06W. 0 AT HIGH E CENTRAL AVENUE 63 E AMERJCAN 69 E ADAMS AV NU 65. E SOUTH VENUE Legend s6 s5:o1 6 .62 Census 2010 0 2 � _.............. Streets z Zone J Page D-2 WILDERN Exhibit D-1 Description of Wilderness Response Area Ambulance Zone "J" The following Census Tracts and descriptions comprise the Remote/Wilderness Area of Ambulance Zone J: Census Tract#64.03 —Includes all of the area NORHT of Kings Canyon Road and EAST of Cove Road. Census Tract#65.02—Includes all of the area EAST of the Friant Kern Canal. Page D-1 Exhibit E Fresno County Ambulance Service Zone 1 Eastern Rural Response Area E HER cM BULLARD AV ej _} E SH WAVE E G EASH LAN AVE Y �� 4 ,r'" FM - _ ? . Ni E St 1 ELDSAVE F Q AVE E C IIJVE)WE th '' Qc? }` w E BE LMI N ua - 64.033 E U LAKE AIiE HVVY-1 WB 1 fIlM-190 EB } — boa ar S ❑ E f4NGS QANYPN RD � 3 E ADALE AVE z _e.. . , ENS6NAVE , >J tsi Legend } t aE ... k#•,,,. Ui O Streets wQ ....__ O E M#CdT`A* rn v a 3; w : . .._.... A , Eck RAL�VE CENMR AVE ,` ; w vE Zone I Eastern Rural DFE EGdQLL AVE �DFElLG AVE {} r-' I Census Tract Page E�-2 ( a �a Exhibit E Description of Fresno County Ambulance Service Zone I Eastern Rural Response Area The following Census Tracts and descriptions comprise the Eastern Rural Response Area of Fresno County Ambulance Service Zone I: Census Tract#64.03 —Includes all of the area NORTH of Kings Canyon Road and WEST of the NORTH SOUTH alignment of NAVALENCIA AVE. Census Tract#59.06 - Includes all of the area EAST of N. MACDONOUGH AVE. Census Tract#63.00 - Includes all of the area EAST of N. MACDONOUGH AVE and NORTH of the following— a line form the intersection of N. MACDONOUGH AVE and the Cameron Slough NORTHEAST along the Cameron Slough to the intersection of Reed Avenue and the Cameron Slough and then SOUTH on Reed Avenue to Kings Canyon Road and then EAST on Kings Canyon Road Census Tract#64.04—Includes all of the area SOUTH of a line from the intersection of WATTS VALLEY RD NORTHEAST towards the intersection of TRIMMER SPRINGS ROAD and WEST of the NORTH SOUTH alignment of N. MACDONOUGH AVE. Page E-1 ib!t If a gem ice estl° co Z00e ollse Av ea Fr ss Pesp ildettle .,� �.{ � ...... •.,,,,s..,ym* Syr i s°; t,, 1 RD Y ...v • S 'e �y K. t ' .w ,r ... .. sftee's mess YN7-0 . kis Cens ?age 2 1 Exhibit F Description of Fresno County Ambulance Service Zone I Wilderness Response Area The following Census Tracts and descriptions comprise the Wilderness Response Area of Ambulance Service Zone I: Census Tract#64.04—Includes all of the area EAST of the NORTH SOUTH alignment of N. MACDONOUGH AVE including and SOUTH of TRIMMER SPRINGS RD. Census Tract#64.03 - Includes all of the area EAST of N. MACDONOUGH AVE, WEST of NF-12501 not previously described in ambulance Zone J. Page F-1 Exhibit G 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 1 of 2 Exhibit G ar y rrd M tnber# ormation, Name: Date: Job Title: � y1� #yaiite and Ac#dress;' h ( #e so`dasc he the mature of Owe self-dealing transaction you-are a party to). Us se## f ing ransact n.is consis#ent r1#ti the requirements of i*orporations to��� Signature: Date: Page 2 of 2 Exhibit H - Response Time Performance Standards Minimum Cumulative Zone Priority Response Time Standard Frequency Metro Zone I 1 & 2 110 minutes 95% I Monthly Metro Zone 3 & 4 120 minutes 95% I Monthly Rural Zone 1 & 2 20 minutes I 95% Quarterly Rural Zone 3 & 4 30 minutes 95% Quarterly Wilderness Zone 1 & 2 60 minutes 95% Quarterly Wilderness Zone 3 90 minutes I 95% Quarterly All Zones 5 30 minutes 95% Monthly