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HomeMy WebLinkAboutAgreement A-15-271 with City of Coalinga.pdfAgreement No. 15-271 1 EMERGENCY MEDICAL SERVICES AGREEMENT 2 THIS AGREEMENT is made and entered into this /{eit> day of Vl..UU...--'2015, 3 by and between the COUNTY OF FRESNO, aPolitical Subdivision ofthe State of California, 4 hereinafter referred to as "COUNTY," and the CITY OF COALINGA, a Municipal Corporation, 5 whose address is 155 West Durian, Coalinga, California, 93210, hereinafter referred to as 6 "CONTRACTOR." 7 W I T N E S S E T H: 8 WHEREAS, COUNTY, through its Department of Public Health, has been designated as the 9 Local EMS Agency of the County of Fresno pursuant to California Health and Safety Code Section 1 o 1797.200; and 11 WHEREAS, the CONTRACTOR desires to provide emergency ambulance services as 12 authorized by law within the incorporated boundaries of the City of Coalinga and within the 13 unincorporated area of Fresno County, all as designated in Exhibit "A", attached hereto and by this 14 reference incorporated herein. 15 NOW, THEREFORE, the parties hereto agree as follows: 16 1. The parties acknowledge that the COUNTY's Department of Public Health has been 17 designated as the Local EMS Agency of the COUNTY with the authority to plan, administer, 18 implement and evaluate an emergency medical services system in Fresno County pursuant to 19 California Health and Safety Code Sections 1797.200 and 1797.204. The parties also acknowledge 2 0 that the Local EMS Agency has implemented COUNTY's EMS Policy #200 (Authorization of 21 Ambulance Provider Agencies in Fresno County). The parties further acknowledge that the EMS 22 Medical Director of the COUNTY's Department of Public Health has the authority set forth in Health 23 and Safety Code Section 1798. CONTRACTOR shall operate its emergency medical care program in 2 4 conformity with the medical policies, procedures and standards issued and amended by the Local EMS 2 5 Agency (hereinafter collectively referred to as the "COUNTY EMS Policies and Procedures," and 2 6 individually referred to as "COUNTY EMS Policy #"). 2 7 Ill 28 Ill - 1 -COUNTY OF FRESNO Fresno, CA 2.DUTIES OF CONTRACTOR A.CONTRACTOR shall be responsible for furnishing services,equipment and materials as hereinafter set forth, in order to provide emergency medical services to persons in need thereof within the incorporated boundaries of the City of Coalinga and that certain portion of the unincorporated area of Fresno County,whichis all known as Ambulance Service Zone "C," all shown on Exhibit "A." Neither the fact that this Agreement is entered into nor anything contained in this Agreementshall be construedas an admissionby either party hereto regarding CONTRACTOR'S legal authority,if any,to plan,implement,andoperatewithinor withoutits corporate boundaries a system of emergency medical services (including,butnot limited to,ambulance services)independent of COUNTY'S authorization or approval. B.CONTRACTOR shall maintain automatic vehicle locators in each authorized emergency ambulance unit and authorized disaster response unit. 3.DUTIES OF COUNTY A. COUNTYshall operatea centraldispatching facility and shall immediately refer allcallsfor emergency medical careand ambulance serviceswithinthe area setforthin Exhibit "A" to theFire Department oftheCityof Coalinga in accordance with COUNTY EMS Policies and Procedures. 1)COUNTY willassist CONTRACTOR in developing,implementing,and maintaining an internal field supervision system to provide evaluation of CONTRACTOR'S personnel providing service under this Agreement according to the standards established bythe COUNTY EMS Policies and Procedures. 2)COUNTY willdo periodic and annual inspections of CONTRACTOR'S emergency ambulance services personnel certifications,records,vehicles,equipment,and facilities required by law and this Agreement. B. Notwithstanding the foregoing provisions of Subsection 3.A.of this Agreement, COUNTY is not restricted by reasonof this Agreement fromenteringintoan agreement for services thatarethesameasor similartothese provided by CONTRACTOR pursuant to this Agreement with COUNTY OF FRESNO Fresno,CA an entity otherthan CONTRACTOR fortheprovisionof emergency medical services withinthe same geographic areaas described in Exhibit"A".COUNTY shallnotify CONTRACTOR of any proposal to enter into such an agreement with any other entity prior to award of such agreement. 4.QUALIFICATION OF CONTRACTOR CONTRACTOR shall at all times meet the requirements set forth by the California Highway Patrol,the California Vehicle Code,the State Department of Health,the California Health and Safety Code,the CaliforniaCodeof Regulations,the COUNTY'S Department of Public Health with respect to medical standards,andanyother applicable statuteor regulationwith respect to the services,equipment,and materials,which arethe subject matter ofthis Agreement.Inthe event of conflicting statutes or regulations,the statute or regulation settingforththe most stringent requirements shall be adhered toby CONTRACTOR.Inthe event ofa conflict between the terms of this Agreement andany resolution or regulation ofthe COUNTY,the terms ofthis Agreement shall prevail. 5.AREA SERVED CONTRACTORshallprovideemergencymedical services,on a non-exclusive basis, upon dispatch by COUNTY and upon direct call to CONTRACTOR'S Fire Department to any location or incident withinthe territory of FresnoCounty Ambulance ServiceZoneArea"C" as described in Exhibit"A." In addition, upon requestof the COUNTYEMS CommunicationsCenter, CONTRACTOR shall, to the extent consistent with its primary responsibility to provide emergency medical services in the area of Exhibit "A,"render all reasonable prehospital "mutual aid" to those providers of emergency medical services operating within the adjacent Service Zone Areas in order to ensure that timely emergency medical services are rendered to persons in need of such services within those areas. 6.SERVICES TO BE PROVIDED AND PERFORMANCE STANDARDS A. CONTRACTOR shall provide appropriate ambulance, paramedic, and medical equipment and personnel in order to furnish "Advanced Life Support"(ALS)and "Basic Life Support"(BLS)services to persons within the area defined in Exhibit "A"ona non-exclusive,on-call basis,twenty-four(24) hours per day, seven (7) days per week. COUNTY OF FRESNO Fresno,CA "Advanced Life Support"services shall mean special services designed to provide definitive emergency medical care, including, but not limited to, cardiopulmonary resuscitation,cardiac monitoring,cardiac defibrillation,advanced airway management,intravenous therapy, administration of specified drugs and other medical preparations, and other specified techniques and procedures administeredby authorizedpersonnel under direct supervisionof a base station hospital or according to approved written protocols. "Basic Life Support" services shall mean emergency first aid and cardiopulmonary resuscitation procedures which, as a minimum, includes recognizing respiratoryand cardiac arrest and starting the proper application of cardiopulmonary resuscitation to maintain life without invasive techniques until the patient may be transported or until advanced life support is available. B.CONTRACTOR shall adhere to the following monthly standards of performance: 1)Metropolitan Response Area The Metropolitan Response Area is defined as that area within the corporate limits oftheCityof Coalinga plusanarea within one(1)statutory mileof said corporate limits, which is described in Exhibit "B", attached hereto and incorporated herein by this reference. a) For Priority 1and 2 responses to locations within the Metropolitan Response Area,CONTRACTOR shall arrive atscenewithinten (10)minutes ofthe time alertedby COUNTYor called directlyon at least ninety-fivepercent (95%) of such responses. b) For Priority 3 and 4 responses to locations within the Metropolitan Response Area,CONTRACTOR shall arrive at scene within thirty (30)minutes ofthe timealertedby COUNTY or called directly on at least ninety-five percent(95%)of such responses. c) For Priority 5 responses to locations within the Metropolitan Response Area,CONTRACTOR shall arrive atscene within thirty(30)minutes ofthe scheduled pick up time on at least ninety-five percent (95%)of such responses. 2)Rural Response Area The Rural Response Area is defined asthat areabeyondthe metropolitan COUNTY OF FRESNO Fresno,CA response area limits, which is describedin Exhibit"C", attached hereto and incorporatedhereinby this reference. a) For Priority 1 and 2 responses to locations within the Rural ResponseArea,CONTRACTORshall arriveat scene within thirty (30) minutes ofthe time alertedby COUNTY or called directly on at least ninety-five percent (95%)of such responses. b) For Priority 3 and 4 responses to locations within the Rural Response Area, CONTRACTORshall arriveat scene within forty (40) minutes of the time alertedby COUNTY or called directly on at least ninety-five percent (95%)of such responses. c) For Priority 5 responses to locations within the Rural Response Area,CONTRACTOR shall arrive at scene within forty (40)minutes of the scheduled pick-up time on at least ninety-five percent (95%)of such responses. 3)Wilderness Response Area For each calendar month,and for calls dispatched to locations within the area described in Exhibit D, attached hereto and incorporated herein by this reference, and herein collectively called the Wilderness Response Area,CONTRACTOR shall have an emergency ambulance at scene within the appropriate response time requirements: a)Priority 1 and 2 Responses From the "unit alert"time,CONTRACTOR shall arrive at scene within sixty (60) minutes on at least ninety-five percent (95%)of such responses. b)Priority 3 and 4 Responses From the "unit alert"time,CONTRACTOR shall arrive at scene within ninety (90) minutes on at least ninety-five percent (95%)of such responses. c) The EMS Agency may set standards for the measurement of response times where it is determined thatsuch response time requirements arenot appropriate dueto lowcallvolumeon a monthly basis. In such instances,COUNTYmay establish criteriafor evaluating response time performanceon a time periodother than monthly. 4) The requiredresponsetimes under this Agreementare measuredfromthe time CONTRACTOR is alerted for a response to the time that CONTRACTOR arrives at scene. COUNTY OF FRESNO Fresno,CA COUNTY provides CONTRACTOR with significant flexibility in CONTRACTOR'S methods of providing said services in order to achieve minimum results required under this Agreement. This is based upon CONTRACTOR'S commitment to perform to the response time standards required under this Agreement. Therefore, a deficiency or an error by CONTRACTOR in one or more phases of its operations (e.g.,vehicle deployment plan and basing model, and vehicle maintenance)shall not be the basis for the EMS Agency granting an exception to CONTRACTOR for its performance in another phase of its operation (e.g.,response time performance). Required response times shall be measured in minutes and seconds,and shall be time stamped by the EMS Agency's computer aided dispatch (CAD)system consistent with the requirements herein. COUNTY and the EMS Agency recognizes that dispatch operations are not a responsibility or under the control of CONTRACTOR.COUNTY and the EMS Agency acknowledge that CONTRACTOR is not to be held responsible for delays that may occur due to dispatching, and the CONTRACTOR acknowledges that the COUNTY EMS Communications Center requiresadequatetime to process eachrequest (e.g.,time from request receivedto the time of unit alert). COUNTY agrees to monitor the COUNTY EMS Communications Center to ensure that its dispatchperformanceremains withinthe standardsdevelopedby COUNTYand the localEMS Agency. The EMS Agency may grant exemptions from response time performance requirements stated herein,on case-by-case basis,forcallswhere weather conditions,multi-casualty incidents, or other situations beyond the CONTRACTOR'S control cause unavoidable delay. All such calls shall be individually examined by the EMS Agency as to system status plan and staffing levels, dispatch and in-service times,andother influencing factors (e.g.,weather conditions),andifthe circumstances warrant, the EMS Agency may authorize the exclusion of such calls when measuring performance requirements.Exclusion ofa callunderthis paragraph meansthata latecall which has received approval foran appeal willnotcountasan on-time response.Therefore,itis excluded from the database forthe purpose of fractile performance calculation (i.e.,performance measured by fractions ofa minute or hour). /// COUNTY OF FRESNO Fresno,CA In order to be eligible for such exemption, the CONTRACTOR shall notify the EMS Agency within a reasonable amount of time of the occurrence. Equipment failure, personnel error, or lack of a nearby ambulance does not constitute grounds for exemption from response time performance requirements. a)Required response times are measured from the time CONTRACTOR is alerted for a response until a fully staffed and equipped emergency ambulance unit arrives at the scene of the incident. 1)"Unit Alert" Shall be defined as the moment the COUNTY EMS Communications Center alerts CONTRACTOR'S emergency ambulance unit for a response. 2)"At Scene" Shall be defined as the moment when the assigned emergency ambulance unit is physically at or within one hundred (100) feet of the scene. In instances where the emergency ambulance unit responds to a location other than the scene (e.g.,staging area), arrival "at scene"shall be the time such unit arrives at, or is within one hundred (100)feet of, the designated staging location. 3)Failure to Report "At Scene" In instances when emergency ambulance units fail to report"at scene," the time of the next communicationsby those units withthe COUNTYEMS Communications Center shall be used as the "at scene"time.However,CONTRACTOR may appeal such instances when it can document the actual arrival time through another means (e.g.,non- CONTRACTOR first responder communication recording and automatic vehicle locator). 4) Unit Cancelled Prior to Arrival "At Scene" Required response time standards do not apply to instances where CONTRACTOR is cancelled prior to arrival "at scene". 5) Performance Indicators for Alerting and Initiating Response The following performance indicators shall be used to evaluate the timeliness of CONTRACTOR'S field operations (from time of unit alert to time "at scene") in - 7 -COUNTY OF FRESNO Fresno,CA response to requeststhat requirean immediatedispatch(Priorities 1and 2) or an urgentdispatch (Priorities 3 and 4). Such performance indicators are not used as standards for enforcing CONTRACTOR'Scompliance with required response time standards under this Agreement. Rather, they areutilizedas a meansof determiningwhetherCONTRACTORmeets the criteriafor an exceptionto responsetime standardsand for evaluatingthe need for more in-depthQuality Improvement review by the EMS Agencyand/or CONTRACTORof CONTRACTOR'S services. a)Crew Response Phase (Priorities L 2.3 and 4) For requests for immediate responses (Priorities 1and 2) and urgent responses (Priorities 3 and4), the "ChuteTime" is the measurement of elapsedtimefrom"unit alert" to the time that all crewmembers are in the ambulance unit,begin response,and report on radio to the COUNTY EMS Communications Center of "unit enroute."For CONTRACTOR'S primary ambulanceunits,the maximum permissibleChute Time shall be one hundred twenty (120)secondsor less.This performance indicator isa performance measurement of CONTRACTOR'S performance separatefromany otherperformancestandardin this Agreement. 6) CONTRACTOR shall at all times maintain as a minimum, one (1) person who is certified and licensed as an Emergency Medical Technician Paramedic ("EMT-P")and one (1) person who is certified and licensed asan Emergency Medical Technician-I-A ("EMT-I-A"),as those terms are defined in the California Health and Safety Code and the California Code of Regulations, on the primary ambulance unit responding to emergency medical services calls.CONTRACTOR shall also provide one(1)back-up emergency ambulance,when available,staffed witha minimum of two (2)persons who are certified and licensed as EMT-I-As,or persons whoare certified and licensed ata higher level. 7) CONTRACTOR shall make (and shall maintain for 180 days) a tape recorded copy ofall requests for medical aid through the designated public safety answering point. 8) CONTRACTORshall,consistent with COUNTY EMS Policiesand Procedures,develop,collect,maintain and transmit data regarding its delivery of services hereunder. 9) CONTRACTORshall notifythe COUNTY EMS Communications Center immediately upon receipt of callsfor medical aid and/or transportation,and attempt to forward COUNTY OF FRESNO Fresno,CA medical 911 calls to the COUNTY EMS Communications Center to allow for telephone medical prearrival instructions. 10)CONTRACTOR shall make and maintain radio contact with the COUNTY EMS Communications Center on the COUNTY EMS Med-Net System for the purpose of tracking,coordinating,and data collection. 11)CONTRACTOR agrees to provide an internal quality improvement program, which adheres to the COUNTY EMS Policies and Procedures. 7.EQUIPMENT AND PERSONNEL CONTRACTOR shall furnish,operate,maintain and replace,as necessary,any and all items of equipment,apparatus and supplies,whether real,personal,or otherwise,and qualified personnel as may be necessary to fulfill its obligations under this Agreement. As between the parties hereto, title to all such equipment,apparatus and supplies furnished by CONTRACTOR,under this Agreement shall remain at all times in CONTRACTOR,and personnel assigned by CONTRACTOR to the performance of this Agreement are and shall remain employees or contractors of the CONTRACTOR. 8.INDEPENDENT CONTRACTOR In order to establish that COUNTY is not a co-employer of CONTRACTOR'S officers, agents or employees, the parties agree to the provisions of this Section 8. In performance of the work, duties, and obligations assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of CONTRACTOR'S officers, agents, and employees, will at all times be acting and performing as an independentcontractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,joint venturer,partner,or associateof the COUNTY. COUNTY shallretainthe rightto administer this Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof.CONTRACTOR and COUNTY shall comply with all applicable provisions of lawandthe rulesand regulations,ifany,of governmental authorities having jurisdiction over matters the subject thereof. /// COUNTY OF FRESNO Fresno,CA Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits.In addition,CONTRACTOR shallbe solely responsible and save COUNTY harmless from all matters relating to payment of CONTRACTOR'S employees, including compliance with Social Security,withholding,andall other regulations governing such matters.It is acknowledged that during thetermofthis Agreement,CONTRACTOR maybe providingservicesto others unrelatedto the COUNTYor to this Agreement. 9.CONSIDERATION A.COUNTY shall not be obligated to raise taxes, or to adopt or approve any tax measures to provide funds,inorderto compensate CONTRACTOR inconnectionwiththis Agreement.Theonly compensation payable by COUNTY to CONTRACTOR for CONTRACTOR'S performance of its servicesunder this Agreementis as follows: B. COUNTYshall provideboth monetaryand non-monetarycompensationto CONTRACTOR for the satisfactory performance of its services as provided, herein. 1)Monetary Compensation a) COUNTY shall pay to CONTRACTOR a monthly lump-payment of Two Thousand and No/100 Dollars ($2,000.00) for estimated dry runs and uncollectible charges. The foregoing compensation represents the parties'best estimate of CONTRACTOR'S monthly dry runs and uncollected charges for services provided under this Agreement. b) COUNTY shall pay to CONTRACTOR a monthly lump-payment ofOne Thousand Seven Hundred FiftyandNo/100Dollars ($1,750.00),which represents a portion of the costs necessary to provide advanced life support (paramedic)level services forthe City of Huron. c) Thetotal maximum monetary compensation payableunderthis Agreement,for the period of July 1,2015 through June 30,2017,shall not exceed Ninety Thousand and No/100 Dollars ($90,000.00). d) In considerationfor such monetarycompensation, CONTRACTOR shall completely,unconditionally and irrevocably assign allofits "uncollectible 10 -COUNTY OF FRESNO Fresno,CA accounts"to COUNTY."Uncollectible accounts"shall be defined as those accounts receivable for authorized runs which CONTRACTOR has been unable to collect payment upon after they become past due or delinquent in accordance with CONTRACTOR'S customary and usual practices as set forth in COUNTY EMS Policy #205, and which accounts came into existence due to CONTRACTOR'S performance of this Agreement or as a result of CONTRACTOR'S rendering of emergency ambulance service, or both. The parties agree that CONTRACTOR will follow the billings, collections, and account write-off practices and procedures outlined in COUNTY EMS Policy #205,for purposesof this Subsection9.B., of this Agreement. COUNTYshall have the discretionto pursue any and all collection efforts for the compromise and settlement of such accounts. COUNTY shall retain any and all revenues it receives on such accounts and shall have no obligation to pay to CONTRACTOR any portion of such revenues collected. 2)Non-Monetary Compensation The following are the forms of non-monetary compensation given by COUNTY to CONTRACTOR: a) The use of COUNTY communications infrastructure for EMS Med Channels,as provided herein. b) For emergency ambulance units and disaster response vehicles approved bythe EMS Agency,the provision,installation,and maintenance of the following communications equipment.Intheevent equipment is lostor destroyed,CONTRACTOR shall be responsible for replacement of such equipment.: i) One (1) UHF in-vehicle radio with front and rear control points; ii) One (1) UHF handheld radio; iii) Two (2)alpha-numeric pagers. /// /// /// /// 11 -COUNTY OF FRESNO Fresno,CA C.COUNTY shall have no obligation to compensate CONTRACTOR for services under this Agreement other than as stated above. The parties agree that the amounts stated above are inclusive of and fulfill any obligation COUNTY may have,if any,presently or at any time during the term of this Agreement,to compensate,reimburse,or otherwise pay CONTRACTOR for emergency medical services provided to medically-indigent persons. 10.AUDITING COUNTY shall have the right to review any and all books,accounts,financial and accounting records,bills and the like of CONTRACTOR relating to services provided under this Agreement.CONTRACTOR shall retain and make available for inspection by COUNTY for at least a three (3) year period from final payment under this Agreement,all of the documents and records described above. If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00), CONTRACTOR shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under contract (Government Code Section 8546.7). 11.INSURANCE Without limiting the COUNTY'S right to obtain indemnification from CONTRACTOR or anythird parties,CONTRACTOR,at its soleexpense, shallmaintain in full forceand effectthe following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA)throughout the term of this Agreement: A.Commercial General Liability Commercial General Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence and an annual aggregate of Two Million Dollars ($2,000,000.00). This policy shall be issued on a per occurrence basis. County may require specific coverage including completed operations, product liability, contractual liability, Explosion-Collapse- Underground (XCU), fire legal liability or any other liability insurance deemed necessary because of the nature of the contract. /// /// 12 -COUNTY OF FRESNO Fresno,CA B.Automobile Liability Comprehensive Automobile Liability Insurance with a combined single limit of not less One Million Dollars ($1,000,000)per accident.Coverage should include owned and non-owned vehicles used in connection with this Agreement. C.Professional Liability Professional Liability Insurance (Errors and Omissions)with limits of not less than One Million Dollars ($1,000,000.00)per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. D.Worker's Compensation A policy of Worker's Compensation insurance as may be required by the California Labor Code. CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees,individually and collectively,as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance,maintained by COUNTY,its officers,agents and employees shall be excess only and not contributing with insurance provided under CONTRACTOR'S policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to COUNTY. Within thirty (30) days from the date CONTRACTOR signs this Agreement, CONTRACTOR shall provide certificatesof insuranceand endorsementas statedabovefor all of the foregoing policies,as requiredherein, to the Countyof Fresno, Departmentof Public Health,P.O.Box 11867,Fresno,CA 93775,Attn:Contracts Section -6th Floor,stating that such insurance coverage have been obtained and are in full force; that the County of Fresno,its officers,agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees,individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned;that suchcoverage for additionalinsured shall apply as primary insuranceand anyother -13 -COUNTY OF FRESNO Fresno,CA insurance,or self-insurance,maintained by COUNTY,its officers,agents and employees,shall be excess only and not contributing with insurance provided under CONTRACTOR'S policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to COUNTY. In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein provided,the COUNTY may, in addition to other remedies it may have,suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California.Insurance purchased shall be purchased from companies possessing a current A.M. Best. Inc. rating of A FSC VII or better. The insurance requirements of this Section 11 shall apply to CONTRACTOR'S personnel during their performance of any activity which is the subject of this Agreement, or any amendment hereto, including, but not limited to, their participation in clinical education programs and prehospital experiencewhile assignedto a separateparamedicground ambulanceprovider. 12.MUTUAL INDEMNIFICATION A.CONTRACTOR agrees to protect, defend, indemnify and hold harmless COUNTY, its elective and appointive boards, officers, agents, employees, local EMS Agency, and EMS Medical Director(s), from any and all claims, suits, liabilities, expenses, costs, damages, and judgmentsof anynature,including attorney feesand courtcosts,forinjuryto, anddeathof,any person,andforinjuryto any property,including consequential damages of anynature resulting therefrom,arisingoutof, or inanyway connected withanyactsor omissionsby,or onbehalfof CONTRACTOR, its officers, employees, agents or contractors in performing or failing to perform any servicesor functionsprovided for or referredto or in any way connected with any work,services,or functions to beperformed by CONTRACTOR,its officers, employees,agents, or contractorsunder this Agreement.The foregoing clauseshallin no wayobligatethe CONTRACTOR to provide such protection,indemnification,or defense to theextentofactsor omissions bythe COUNTY,its officers, employees,agents,or contractors. /// 14 -COUNTY OF FRESNO Fresno,CA B.COUNTY agrees to protect,defend,indemnify and hold harmless CONTRACTOR,its elective and appointive boards,officers,agents and employees from any and all claims,suits,liabilities,expenses,costs,damages,and judgments of any nature,including attorney's fees and court costs, for injury to, and death of, any persons,and for injury to any property,including consequential damages of any nature resulting therefrom,arising out of,or in any way connected with the acts or omissions by, or on behalf of COUNTY,its officers,employees,agents or contractors in performing or failing to perform any services or functions provided for or referred to or in any way connected with any work,services,or functions to be performed by COUNTY,its officers,employees, agents or contractors under this Agreement.The foregoing clause shall in no way obligate the COUNTY to provide such protection,indemnification,or defense to the extent of acts or omissions by the CONTRACTOR,its officers,employees,agents,or contractors. C. The aforesaid indemnity and hold harmless clauses by CONTRACTOR and COUNTY shall apply to all damages and claims for damages of every kind suffered,or alleged to have been suffered by the party to be indemnified,including but not limited to attorney fees and court costs, by reason of the aforesaid operations of the indemnifying party, regardless of whether or not the insurance policies or program or self-insurance of the indemnifying party shall have been determined to be applicable to any such damages or claims for damages. 13.TERM OF AGREEMENT This Agreement shall become effective on the 1st day of July,2015,and shall terminate on the 30th day of June,2017.Upon the mutual written agreement of the parties hereto,this Agreement may be extended beyond that date. 14.TERMINATION OF AGREEMENT Either party hereto may terminatethis Agreementat any time without causeuponninety (90) days written notice to the other party. Prior to giving such notice, the terminating party shall notifythe other party of its intention to terminate and shall allow the other party an opportunity to appearbeforethe COUNTY'SBoardof Supervisorsor CONTRACTOR'SCity Council concerning such notice of termination. /// 15 -COUNTY OF FRESNO Fresno,CA The terms of this Agreement, and the services to be provided thereunder, are contingent on the approval of funds by COUNTY'S Board of Supervisors. Should sufficient funds not be allocated, the services provided may be modified, or this Agreement terminated at any time by giving the CONTRACTOR thirty (30) days advance written notice. Either party hereto may terminate this Agreement at any time for cause for the other party's material breach of its obligations affecting the public health and safety if not less than ten (10) days advance, written notice has been given to the other party and such breach remains uncured. The partyreceivingsaid noticemay respondto said notice and any charges containedtherein withinthe ten (10)day period. In the event of termination for cause,CONTRACTOR shall be paid pro rata for those days of satisfactory service performed to the date of termination. In the event of termination,each party shall be responsible for complying with all laws applicableto them, if any, respecting reduction or termination of medical services. 15.NON-DISCRIMINATION During the performance of this Agreement, CONTRACTOR shall not unlawfully discriminate against any employee or applicant for employment, or recipient of services, because of race,religiouscreed,color, nationalorigin, ancestry,physical disability, mental disability,medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexualorientation,militaryor veteran status,pursuantto all applicable State of Californiaand Federal statutes and regulations. 16.FORCE MAJEURE A. If either party hereto is rendered unable, wholly or in part, by Force Majeureto carry out its obligations under this Agreement, that party shall give to the other party hereto prompt written notice of the Force Majeure with full particulars relating thereto. Thereupon, the obligation of the partygivingthe notice,so far as they are affectedby the ForceMajeure, shall be suspended during, but no longerthan, the continuanceof the Force Majeure,except for a reasonable time thereafter required to resume performance. /// 16 -COUNTY OF FRESNO Fresno,CA B. During any period in which either party hereto is excused from performance by reason of the occurrence of an event of Force Majeure,the party so excused shall promptly,diligently, and in good faith take all reasonable action required in order for it to be able to promptly commence or resume performance of its obligations under this Agreement. Without limiting the generality of the foregoing, the party so excused from performance shall, during any such period of Force Majeure, take all reasonable action necessary to terminate any temporary restraining order or preliminary or permanent injunctions to enable it to so commence or resume performance of its obligations underthis Agreement. C. The party whose performance is excused due to the occurrence of an event of Force Majeure shall, during such period, keep the other party hereto notified of all such actions required in order for it to be able to commence or resume performance of its obligations underthis Agreement. D. "Force Majeure" is defined as an Act of God, act of public enemy, war, and other extraordinary causes not reasonably within the control of either of the parties hereto. 17.GOVERNING LAW For purposes of venue,performance of this Agreement shall be in Fresno County, California. The rights and obligations of the parties and all interpretations and performance of this Agreement shall be governed in all respects by the laws of the State of California. 18.ENTIRE AGREEMENT The parties agree that all of the terms of this Agreement shall be binding upon them, and their successors-in-interest,assigns and legal representatives,and that together these terms constitute the entire agreement of the parties with respect to the subject matter hereof. This Agreement supersedes all previousnegotiations,proposals,commitments,writings, understandingsand agreements of anynature whatsoever concerning the subjectmatterhereofunless expressly included inthis Agreement.No variationor modificationof this Agreementand no waiver of any of its provisions or conditions shall bevalid unless in writing and signed byan authorized agent or officer of /// /// -17 -COUNTY OF FRESNO Fresno,CA theparties. This Agreementmay not be assignedby CONTRACTORor COUNTYwithoutthe written consent of the other party. CONTRACTOR shall not delegate, subcontract, assign, or transfer any of its duties hereunder without the written consent of the COUNTY. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// COUNTY OF FRESNO Fresno,CA 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as ofthe day and 2 year first hereinabove written. 3 4 5 6 8 9 10 11 12 13 14 15 16 17 18 19 20 E. SEIDEL, Clerk Board of Supervisors sy:('\JX~ c'if. Wwrr ' \ Date: u\ I U'lt'S' APPROVED AS TO LEGAL FORM: ~:N'Z~?J;~;~ v coUNsEL APPROVED AS TO ACCOUNTING FORM: VICKI CROW, CPA, AUDITOR-CONTROLLER/ TREASURER-TAX COLLECTOR 21 By: {;& f_ ~1~ 22 23 24 25 26 27 28 REVIEWED AND RECOMMENDED FOR APPROVAL: 11 . / By: Jlt~ David Poma~ille Director Department of Public Health as the designated EMS Agency -19 - CITY OF COALINGA: By:~~ Mayor Y Date: Date: ~-7-z.o;s- APPROVED AS TO LEGAL FORM: COALINGACITY ATTORNEY By: 'Y'---/' ), I'V' Mailing Address: 15 5 West Durian Coalinga, CA 93210 Fund/Subclass: Organization: Account: 0001/10000 56201695 7295 COUNTY OF FRESNO Fresno, CA N A Exhibit A Fresno County Ambulance Service Area Zone C Metro,Rural,and Wilderness Response Areas Legend O I at EXCELSIOR Ambulance Service Area Zone C Streets Exhibit A Fresno County Ambulance Service Area Zone C Description 1.Beginning at the point where Cantua Creek intersects with the Fresno County/San Benito line. 2. Proceed south along the Fresno County/San Benito County line, south along the Fresno County/Monterey County line, south along the Fresno County/San Luis Obispo County to the intersection of the Fresno County/San Luis Obispo County/Kings County lines. 3.Proceed northeast and north along the Fresno County/Kings County line to the intersection of W.Gale Avenue and the Fresno County/Kings County line. 4. Proceed north along the Fresno County/Kings County line to the intersection of the Fresno County/Kings County line and the Oakland Avenue alignment. 5. Proceed west on the Oakland Avenue alignment to the intersection of Oakland Avenue and Jameson Avenue. 6. Proceed northwesterly along an imaginary line to the intersection of the Howard Avenue alignment and the Paige Avenue alignment. 7. Proceedwest along an imaginarylineto the intersectionof Paige Avenue alignment and Fresno-Coalinga Road. 8. Proceed northwesterly along an imaginary line to the intersection of S. Colusa Avenue and Mt.Whitney Avenue. 9. Proceedwest along Mt. WhitneyAvenueto the intersectionof Mt. Whitney Avenue and S.Stanislaus Avenue. 10. Proceed north along S. Stanislaus Avenue to the intersection of S. Stanislaus Avenue and W.Harlan Avenue. 11.Proceed westalong W.Harlan Avenue to the intersection of W.Harlan Avenue and S.Derrick Avenue. 12.Proceed south along S.Derrick Avenue to the intersection of S.Derrick Avenue and Cantua Creek. 13.Proceed westerly along Cantua Creek to the Fresno County/San Benito County line, the point of origin. Exhibit B Fresno County Ambulance Service Area Zone C Metro Response Area N A LOS OATOS >- to < a; UJ > < i /zip- |I PHELPS LOS in 1- §O GALE a: ZL 1 *1 —'FACTOR 1 7° r J V •ik I s o < to 1 ^ >IcAMERIDGEJJJr—'WALNUT H 5 I 1—°*^V ?/UJ S CL I ce I EJ-I JAYN E 1 ^LUCILLE t<#"^ LU -z. c^°* *****Legend I I Metro Response Area | |City Boundaries Streets Exhibit B Fresno County Ambulance Service Area Zone C Metropolitan Response Area Description 1.Beginning atthe intersection of W.Tornado Avenue andtheKings Avenue alignment. 2. Proceedsouth on the KingsAvenuealignmentto the intersectionof Kings Avenueand W.Tractor Avenue. 3. Proceed west on the W. Tractor Avenue alignment to the intersection of W. Tractor Avenue alignment and S. Derrick Boulevard. 4. Proceed south on S. Derrick Boulevard to a point in alignment with W. Conn Avenue and S.Derrick Boulevard. 5. Proceed east on the W. Conn Avenue alignment to the intersection of W. Conn Avenue and S. San Joaquin Avenue. 6. Proceednorth on S. San Joaquin Avenueand its alignmentto a point that is in alignment with the W.Tractor Avenue alignment. 7. Proceed west on the W. Tractor Avenue alignment to the intersection of the W. Tractor Avenue alignment and the Stanislaus Avenue alignment. 8.Proceed north on Stanislaus Avenue to the intersection of Stanislaus Avenue alignment and Fresno-CoalingaRoadand the W.Tornado Avenuealignment. 9. Proceedwest on the W. TornadoAvenuealignmentto the point of origin, the intersection of W.Tornado Avenue and the Kings Avenue alignment. Exhibit C Fresno County Ambulance Service Area Zone C Rural Response Area COLEfviAN _> £= .G RIVER DALE rA LU <O WOOD UJLAGUNA LSIOR Legend Streets I I Rural Response Area ^m Metro Response Area ^^H VMIderness Response Area Exhibit C Fresno County Ambulance Service Area Zone C Rural Response Area Description The Rural Response Area includes theareawithinFresnoCounty Ambulance Service Area Zone C (Exhibit A),EAST ofthe following line,and excluding thearea identified asthe Metropolitan Response Area (Exhibit B). 1.Begimiing at the intersection of CantuaCreekand SouthDerrick Avenue. 2.Proceed SOUTHEAST alongSouthDerrickAvenueto the intersection of South Derrick Avenue and South Stanislaus Avenue 3.Proceed SOUTHWEST alongan imaginary lineto the intersection of LosGatos Road and Parsons Road. 4.Proceed SouthalongParsonsRoadto the intersection of ParsonsRoadand Highway 198. 5.Proceed WESTalong Highway 198 to the intersection of Highway 198 and Wartham Street. 6.Proceed SOUTHEAST alongan imaginary fromthe intersection of Hwy 198 and WarthamStreetto the intersectionof Highway 33 and Highway 41 until such a line would intersect the Fresno County/Kings County Line. N A Exhibit D Fresno County Ambulance Service Area ZoneC Wilderness Response Area CLARKSON |CERINIQ <><q ffl =UJ -;or uj u CO ELKHORN 5 s EXCELSIOR m a RIVER DALE u5 O WOOD LEWISTON Legend Streets I I CoalingaWilderness2007v2 Hiil CoalingaRural2007v2 ••I CoalingaMetro2007v2 Exhibit D Fresno County Ambulance Service Area Zone C Wilderness Response Area Description The Wilderness Response Area includes the areawithinFresnoCounty Ambulance Service Area Zone C (Exhibit A), WEST of the following line. 1.Beginning at the intersection of CantuaCreekand SouthDerrick Avenue. 2. ProceedSOUTHEASTalong South DerrickAvenueto the intersectionof SouthDerrick Avenue and South Stanislaus Avenue 3.Proceed SOUTHWEST alongan imaginary lineto the intersection of Los Gatos Road and Parsons Road. 4.Proceed SouthalongParsonsRoadto the intersection of ParsonsRoadand Highway 198. 5.Proceed WEST along Highway 198 tothe intersection of Highway 198 and Wartham Street. 6.Proceed SOUTHEAST alongan imaginary fromthe intersection of Hwy 198 and WarthamStreetto the intersectionof Highway 33 and Highway41 until such a line would intersect the Fresno County/Kings County Line.