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EMERGENCY MEDICAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this day of ,2017,by
and between the COUNTY OF FRESNO,a Political Subdivision of the State of California,hereinafter
referred to as “COUNTY,”and the CITY OF SELMA,a Municipal Corporation,whose address is
1710 Tucker,Selma,California,93662,hereinafter referred to as “CONTRACTOR”and collectively
referred to as the “Parties.”
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WHEREAS,COUNTY,through its Department of Public Health,has been designated as the
local EMS Agency of the County of Fresno pursuant to California Health and Safety Code Section
1797.200;and
WHEREAS,CONTRACTOR is capable of providing emergency ambulance services to persons
needing such services within the boundaries of Fresno County Ambulance Zone G;and
WHEREAS,CONTRACTOR is contracting hereunder prehospital emergency medical
services pursuant to the terms of this Agreement within said Zone G.
NOW,THEREFORE ,the Parties agree as follows:
1.The Parties acknowledge that the COUNTY’S Department of Public Health has been
designated as the Local EMS Agency of the COUNTY with the authority to plan,implement and
evaluate an emergency medical services system for and within Fresno County pursuant to California
Health and Safety Code Sections 1797.200 and 1797.204.The Parties also acknowledge that the
Local EMS Agency has implemented COUNTY EMS Policy #200 (Authorization of Ambulance
Provider Agencies in Fresno County).The Parties further acknowledge that the EMS Medical
Director of COUNTY’S Department of Public Health has the authority set forth in Health and Safety
Code Section 1798.CONTRACTOR agrees that it shall operate its emergency medical care program
in conformity with the medical policies,procedures and standards issued and amended by the Local
EMS Agency (hereinafter collectively referred to as the “COUNTY EMS Policies and Procedures,”
and individually referred to as “COUNTY EMS Policy #”).Neither the fact that this Agreement is
entered into nor anything contained in this Agreement shall be construed as an admission by either
Party hereto restricting CONTRACTOR’S legal authority,if any,to plan,implement,and operate
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within or without its corporate boundaries a system of emergency medical services (including,but not
limited to,ambulance services)independent of COUNTY 'S authorization or approval.
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 Selma and that certain portion of the
unincorporated area of Fresno County,together known as Fresno County Ambulance Service Zone G ,
as shown in Exhibit “A,”attached hereto and incorporated herein by reference.
B.CONTRACTOR shall maintain automatic vehicle locators in each authorized
emergency ambulance unit and authorized disaster response unit.
C.CONTRACTOR shall assure that all calls received by the City of Selma PSAP
(Public Safety Answering Point )for medical assistance are transferred directly to the COUNTY’S
centralized ambulance dispatch facility.
D.CONTRACTOR agrees to meet performance standards and requirements as
further discussed in Section 6 of this Agreement.
3.DUTIES OF COUNTY
A.COUNTY shall operate a central dispatching facility and shall,on a non ¬
exclusive basis,provide the primary dispatch of all calls for emergency medical care and ambulance
services within the area set forth in Exhibit “A”to the CONTRACTOR in accordance with COUNTY
EMS Policies and Procedures.
1 )COUNTY will assist 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 by the COUNTY EMS
Policies and Procedures.
2 )COUNTY will do 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,
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COUNTY is not restricted by reason of this Agreement from entering into an agreement for services
that are the same as or similar to these provided by CONTRACTOR pursuant to this Agreement with
an entity other than CONTRACTOR for the provision of emergency medical services within the same
geographic area as described in Exhibit “A.”COUNTY shall notify CONTRACTOR of any proposal
to enter into such an agreement with any other entity prior to award of such agreement.
C.The COUNTY shall provide the following for CONTRACTOR’S use during the
term of this Agreement:
a)The use of COUNTY communications infrastructure for EMS
Med Channels,as provided herein.
b)COUNTY shall allow for continued use of previously provided
Portable (Handheld)Radios,Pagers,and In-Vehicle Radios,however,the maintenance and
replacement of these radios previously provided by COUNTY shall be the responsibility of
CONTRACTOR .Such communications equipment shall be returned to COUNTY by
CONTRACTOR at the time of replacement.
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 California Code of Regulations,the COUNTY’S Department of Public Health
with respect to medical standards,and any other applicable statute or regulation with respect to the
services,equipment,and materials which are the subject matter of this Agreement.In the event of
conflicting statutes or regulations,the statute or regulation setting forth the most stringent
requirements shall be adhered to by CONTRACTOR.In the event of a conflict between the terms of
this Agreement and any resolution or regulation of the COUNTY,the terms of this Agreement shall
prevail.
5.AREA SERVED
CONTRACTOR shall provide emergency medical services,on a non-exclusive basis,
upon dispatch by COUNTY and /or upon direct call to Selma’s Fire or Police Department to any
location or incident within the territory of Fresno County Ambulance Service Zone Area G (herein
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“Area G”)as shown in Exhibit “A.”In addition,upon request of the COUNTY EMS
Communications Center,or other appropriate dispatching/requesting agency (as defined by COUNTY
EMS Policies and Procedures),CONTRACTOR shall ,to the extent consistent with its primary
responsibility to provide emergency medical services on a non-exclusive basis,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 Area G on a non-exclusive,on-call basis,twenty-four (24)
hours per day,seven (7)days per week.
“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 administered by authorized personnel under direct supervision of 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 respiratory and
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.Response Areas and Performance Standards:
1 )Metropolitan Response Area
The Metropolitan Response Area is defined as that area within the
corporate limits of the City of Selma as now or hereafter amended plus an area within one (1 )statutory
mile of said corporate limits,which is initially described in Exhibit “B”,attached hereto and
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incorporated herein by this reference.
2)Rural Response Area
The Rural Response Area is defined as that area beyond the
Metropolitan Response Area limits,which is described in Exhibit “C”,attached hereto and
incorporated herein by this reference.
3)Response Time Performance Standards
Response time standards for the abovementioned areas are defined in Exhibit “D”,attached hereto and
by this reference incorporated herein .
4)The required response times under this Agreement are measured from the
time CONTRACTOR is alerted for a response to the time that CONTRACTOR arrives at scene of the
incident with a fully staffed and equipped emergency ambulance unit.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
requires adequate time to process each request (e.g.,time from request received to the time of unit
alert).COUNTY agrees to monitor the COUNTY EMS Communications Center to ensure that its
dispatch performance remains within the standards developed by COUNTY and the local EMS
Agency.
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The EMS Agency may grant exemptions from response time performance
requirements stated herein,on case-by-case basis,for calls where 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,and other influencing factors (e.g.,weather conditions),and if the
circumstances warrant,the EMS Agency may authorize the exclusion of such calls when measuring
performance requirements under Section 6.B,herein.Exclusion of a call under this paragraph means
that a late call which has received approval for an appeal will not count as an on-time response.
Therefore,it is excluded from the database for the purpose of fractile performance calculation (/.<?.,
performance measured by fractions of a minute or hour).
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)Failure to Report “At Scene”
In instances when emergency ambulance units fail to
report “at scene,”the time of the next communications by those units with the COUNTY EMS
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).
b )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.
i)“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
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designated staging location.
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
response to requests that require an immediate dispatch (Priorities 1 and 2)or an urgent dispatch
(Priorities 3 and 4).Such performance indicators are not used as standards for enforcing
CONTRACTOR’S compliance with required response time standards under this Agreement.Rather,
they are utilized as a means of determining whether CONTRACTOR meets the criteria for an
exception to response time standards and for evaluating the need for more in -depth Quality
Improvement review by the EMS Agency and /or CONTRACTOR of CONTRACTOR’S services.
a)Crew Response Phase (Priorities 1.2.3 and 4)
For requests for immediate responses (Priorities 1 and 2)and urgent responses (Priorities 3 and
4),the “Chute Time”is the measurement of elapsed time from “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 ambulance units,the
maximum permissible Chute Time shall be one hundred twenty (120)seconds or less.This performance
indicator is a performance measurement of CONTRACTOR’S performance separate from any other
performance standard in this Agreement.
i )“Unit Alert”
Shall be defined as the moment the COUNTY EMS
Communications Center alerts CONTRACTOR’S emergency ambulance unit for a response.
6)Ambulances shall be staffed and equipped at the appropriate response level
for the response incident (Advanced Life Support or Basic Life Support).
The Contractor may utilize its own discretion on resource management
with regard to advanced life support (paramedic)ambulance units.The
Contractor may operate a single-tiered system -utilizing advanced life
support (paramedic)ambulance units for all responses or the Contractor
may operate a multi-tiered system -staffing different types of units with
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different staffing levels in order to service the various types of responses.
The Contractor has the operational flexibility to operate under either
model in order to provide a cost-effective system.However,the
Contractor's obligation to perform its minimum performance
requirements under this Agreement to the reasonable satisfaction of the
County and the EMS Agency shall not be lessened if Contractor elects to
operate a multi-tiered system -that is,the Contractor shall in any event be
responsible to provide an appropriately staffed and equipped ambulance
unit to one-hundred percent (100%)requests for services,as defined in
the EMS Agency Policy and Procedures.
The EMS Agency requirement for minimum staffing of advanced life support
(paramedic)units is one (1 )currently California-licensed and locally-accredited paramedic and one (1)
currently trained and locally certified EMT.The minimum staffing for a BLS unit is two (2 )locally
certified EMTs.
The utilization of BLS ambulances as a part of a multi-tiered system,and,in the
case of incidents which require the response of an advanced life support (paramedic)ambulance unit,the
Contractor utilizes BLS ambulances in conjunction with non -transport advanced life support (paramedic)
units,the following standards shall apply:
a)Rendezvous between BLS ambulance units and advanced life support
(paramedic)units shall be initiated according to the standards described in
EMS Policy #510;and
b)Such BLS ambulance personnel shall adhere to EMS Agency Policy and
Procedures regarding treatment and the urgency of transport.Patient transport
shall not be inappropriately delayed,contrary to EMS Agency Policy and
Procedures,in order to wait for the arrival of a non-transport advanced life
support (paramedic)unit in order to prevent the levy of liquidated damages
regarding a BLS response.
c)BLS level ambulances for services under this Agreement shall be equipped
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and staffed at the BLS-defibrillation level.
7)CONTRACTOR shall make (and shall maintain for 180 days)a tape-
recorded copy of all requests for medical aid through the designated
public service answering point.
8)CONTRACTOR shall ,consistent with COUNTY EMS Policies and
Procedures,develop,collect,maintain and transmit to COUNTY data regarding its delivery of services
hereunder.
9)CONTRACTOR shall notify the COUNTY EMS Communications
Center immediately upon receipt of calls for medical aid and /or transportation,and attempt to forward
medical 911 calls to the COUNTY EMS Communications Center to allow for telephone medical pre¬
arrival instructions.
10)CONTRACTOR shall make and maintain c contact with the COUNTY
EMS Communications Center on the COUNTY EMS Med-Net System for the purpose of tracking 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
COUNTY and CONTRACTOR,title to all such equipment,apparatus and supplies furnished by
CONTRACTOR,shall remain at all times in CONTRACTOR ,and personnel assigned 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
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CONTRACTOR’S officers,agents,employees,and independent contractors,will at all times be acting
and performing as an independent contractor,and shall act in an independent capacity and not as an
officer,agent,servant,employee,joint venturer,partner,or associate of the COUNTY,regardless of
the nature and extent of the acts performed by them.COUNTY shall not assume any liability under
any employer’s liability law or any other law on account of any act of CONTRACTOR’S officers,
agents,employees and independent contractors performing any activity in connection with this
Agreement or traveling to or from hospital sites (as the case may be).COUNTY shall retain the right
to 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 law and the rules and regulations,if any,of governmental authorities
having jurisdiction over matters the subject thereof.
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 shall be solely responsible and
save COUNTY harmless from all matters relating to payment of CONTRACTOR’S employees,
including compliance with Social Security,withholding,and all other regulations governing such
matters.It is acknowledged that during the term of this Agreement,CONTRACTOR may be
providing services to others unrelated to the COUNTY or 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,in order to compensate CONTRACTOR in connection with this
Agreement.COUNTY shall have no obligation to compensate CONTRACTOR for services
performed under this Agreement other than as stated in this Section 9.The only compensation
payable by COUNTY to CONTRACTOR for CONTRACTOR'S performance of services under this
Agreement is as follows:
B.COUNTY shall provide both monetary and non -monetary compensation to
CONTRACTOR for the satisfactory performance of its services as provided,herein.
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1 )Monetary Compensation
a)Year One
COUNTY shall pay to CONTRACTOR a monthly lump-payment of One Thousand Six Hundred
Eighty-seven and 50/100 Dollars ($1 ,687.50)for estimated dry runs and uncollectible charges.The
total maximum monetary compensation payable under this agreement for the period of July 1,2017
through June 30,2018 shall not exceed Twenty Thousand Two Hundred Fifty and No/100 Dollars
($20,250.00).
b)Year Two
COUNTY shall pay to CONTRACTOR a monthly lump-payment of One Thousand One Hundred
Twenty-five and No/100 Dollars ($1 ,125.00)for the period of July 1,2018 through June 30,2019 for
estimated dry runs and uncollectible charges.The total maximum monetary compensation payable
under this agreement for the period of July 1,2018 through June 30,2019 shall not exceed Thirteen
Thousand Five Hundred and No/100 Dollars ($13,500.00).
c)The total maximum monetary compensation payable under the
Agreement,for the period of July 1,2017 through June 30,2019,shall not exceed Thirty-three
Thousand Seven Hundred Fifty and No/100 Dollars ($33,750.00).
d )In consideration for such monetary compensation,
CONTRACTOR shall completely,unconditionally and irrevocably assign all of its “uncollectible
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 purposes of this Subsection 9.B.,of this Agreement.COUNTY shall have the discretion to
pursue any and all collection efforts for the compromise and settlement of such accounts.COUNTY
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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.
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 each annual period (fiscal year)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 any third parties,CONTRACTOR ,at its sole expense,shall maintain in full force and effect the
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-
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Underground (XCU ),fire legal liability or any other liability insurance deemed necessary because of
the nature of the contract.
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 (SI ,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 certificates of insurance and endorsement as stated above for all of the
foregoing policies,as required herein,to the County of Fresno,Department of 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
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collectively,as additional insured,but only insofar as the operations under this Agreement are
concerned;that 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;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 experience while assigned to a separate paramedic ground ambulance provider.
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 judgments of any
nature,including attorney fees and court costs,for injury to,and death of,any person,and for injury to any
property,including consequential damages of any nature resulting therefrom,arising out of,or in any way
connected with any acts or omissions by,or on behalf of CONTRACTOR,its officers,employees,agents
or contractors (specifically including American Ambulance as further discussed in Section 18 of this
Agreement )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 CONTRACTOR,its officers,
employees,agents,or contractors (including American Ambulance)under this Agreement.The foregoing
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clause shall in no way obligate the CONTRACTOR to provide such protection,indemnification,or defense
to the extent of acts or omissions by the COUNTY,its officers,employees,agents,or contractors.
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 reasonable
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 Risk Management Authority 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 1 st day of July,2017,and shall terminate
on the 30th day of June,2019.
14.TERMINATION OF AGREEMENT
Either Party hereto may terminate this Agreement at any time without cause upon ninety
(90)days written notice to the other Party.Prior to giving such notice,the terminating Party shall
notify the other Party of its intention to terminate and shall allow the other Party an opportunity to
appear before the COUNTY’S Board of Supervisors or CONTRACTOR’S City Council,as applicable,
concerning such notice of termination.
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The terms of this Agreement,and the services to be provided thereunder,are contingent
on the approval of funds by the COUNTY’S Board of Supervisors.Should sufficient funds not be
allocated by COUNTY,the services provided may be modified ,or this Agreement terminated at any
time by COUNTY 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
Party receiving said notice may respond to said notice and any charges contained therein within the ten
(10)day period.
In the event of termination,each Party shall be responsible for complying with all laws
applicable to them,if any,respecting reduction or termination of medical services.
15.FORCE MAJEURE
A .If either Party hereto is rendered unable,wholly or in part,by Force Majeure to
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 Party giving the notice,so far as they are affected by the Force Majeure,shall be suspended
during,but no longer than,the continuance of the Force Majeure,except for a reasonable time
thereafter required to resume performance.
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 under this
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
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required in order for it to be able to commence or resume performance of its obligations under this
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.
16.GOVERNING LAW
For the purposes of venue,performance of this Agreement shall be in Fresno County,
California.The rights and obligations of the Parties and all interpretation and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
17.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 previous negotiations,proposals,commitments,writings,understandings
and agreements of any nature whatsoever concerning the subject matter hereof unless expressly
included in this Agreement.No variation or modification of this Agreement and no waiver of any of
its provisions or conditions shall be valid unless in writing and signed by an authorized agent or
officer of the Parties.This Agreement may not be assigned by CONTRACTOR or COUNTY without
the 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.
18.SUBCONTRACTORS
For the existing term of this Agreement,CONTRACTOR may subcontract with American
Ambulance for provision of non-exclusive emergency medical services in Fresno County Ambulance Zone
G .CONTRACTOR shall be responsible for such subcontractor 's performance,and CONTRACTOR
shall remain the sole point of contact in the provision of services under this Agreement.
CONTRACTOR shall continue to be responsible for all obligations,duties,requirements and
performance standards under this agreement.CONTRACTOR assumes all risks of American Ambulance’s
performance of the agreement,and that CONTRACTOR will defend,indemnify,and hold County
harmless,in accordance with Section 12 of the Agreement,from any and all claims,suits,liabilities,
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expenses,costs,damages and judgments of any nature,including attorney fees and court costs resulting
from American Ambulance’s performance.CONTRACTOR shall not subcontract with any subcontractors
except for American Ambulance as indicated herein,without the prior written consent of the COUNTY.
IN WITNESS WHEREOF,the Parties hereto have executed this Agreement as of the day and
year first hereinabove written .
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Exhibit A
Fresno County Ambulance Service Area
Zone G
Description
1. Beginning at the intersection of E. American Avenue and State Highway 99.
2. Proceed south along State Highway 99 to the intersection of State Highway 99 and E.
Adams Avenue.
3. Proceed west along E. Adams Avenue to the intersection of E. Adams Avenue and S.
Maple Avenue.
4. Proceed south along S. Maple Avenue to the intersection of S. Maple Avenue and E.
South Avenue.
5. Proceed east along E. South Avenue to the intersection of E. South Avenue and S. East
Avenue.
6. Proceed south along S. East Avenue to the intersection of S. East Avenue and E. Elkhorn
Avenue.
7. Proceed east along E. Elkhorn Avenue to the intersection of E. Elkhorn Avenue and S.
Clovis Avenue.
8. Proceed north along S. Clovis Avenue to the intersection of E. Conejo Avenue.
9. Proceed east along E. Conejo Avenue to the intersection of E. Conejo Avenue and S.
McCall Avenue.
10. Proceed north along S. McCall Avenue to the intersection of S. McCall Avenue and E.
Mt. View Avenue.
11. Proceed east along E. Mt. View Avenue to the intersection of E. Mt. View and S. Smith
Avenue.
12. Proceed north along S. Smith Avenue to the intersection of S. Smith Avenue and E.
Floral Avenue.
13. Proceed west along E. Floral Avenue to the intersection of E. Floral Avenue and S.
Mendocino Avenue.
14. Proceed north along S. Mendocino Avenue to the intersection of S. Mendocino Avenue
and E. Adams Avenue.
15. Proceed west along E. Adams Avenue to the intersection of E. Adams Avenue and S.
McCall Avenue.
16. Proceed north along S. McCall Avenue to the intersection of S. McCall Avenue and E.
American Avenue.
17. Proceed west along E. American Avenue to the point of origin.
Exhibit A
Fresno County Ambulance Response Area
Zone G
Exhibit B
Fresno County Ambulance Service Area
Zone G
Metropolitan Response Area Description
1. Beginning at the intersection of E. Parlier Avenue and S. DeWolf Avenue.
2. Proceed south along S. DeWolf Avenue to the intersection of S. DeWolf Avenue and E.
Manning Avenue.
3. Proceed west along E. Manning Avenue to the intersection of E. Manning Avenue and S.
Temperance Avenue.
4. Proceed south along S. Temperance Avenue to the intersection of S. Temperance Avenue
and E. Rose Avenue.
5. Proceed east along E. Rose Avenue to the intersection of E. Rose Avenue and S. DeWolf
Avenue.
6. Proceed south along S. DeWolf Avenue to the intersection of S. DeWolf Avenue and E.
Saginaw Avenue.
7. Proceed east along E. Saginaw Avenue to the intersection of E. Saginaw Avenue and the
S. Leonard Avenue alignment.
8. Proceed south along the S. Leonard Avenue alignment to the intersection of S. Leonard
Avenue alignment and E. Caruthers Avenue.
9. Proceed east along E. Caruthers Avenue to the intersection of E. Caruthers Avenue and S.
McCall Avenue.
10. Proceed north along S. McCall Avenue to the intersection of S. McCall Avenue and E.
Mt. View Avenue.
11. Proceed east along E. Mt. View Avenue to the intersection of E. Mt. View Avenue and S.
Bethel Avenue.
12. Proceed north along S. Bethel Avenue to the intersection of S. Bethel Avenue and E.
Manning Avenue.
13. Proceed west along E. Manning Avenue to the intersection of E. Manning Avenue and S.
Del Rey Avenue.
14. Proceed north along S. Del Rey Avenue to the intersection of S. Del Rey Avenue and E.
Parlier Avenue.
15. Proceed west along E. Parlier Avenue to the point of origin.
Exhibit B
Fresno County Ambulance Service Area
Zone G
Metropolitan Response Area
Exhibit C
Fresno County Ambulance Service Area
Zone G
Rural Response Area Description
The Rural Response Area includes the area within the Fresno County Ambulance Service
Area Zone G (Exhibit A), excluding the area identified as the Metropolitan Response Area
(Exhibit B).
Exhibit C
Fresno County Ambulance Service Area
Zone G
Rural Response Area
Exhibit D - Response Time Performance Standards
Zone Priority Minimum
Response Time
Cumulative
Standard Frequency
Metro Zone 1 & 2 10 minutes 95% Monthly
Metro Zone 3 &4 20 minutes 95% Monthly
Metro Zone 5 30 minutes 95% Monthly
Rural Zone 1 & 2 20 minutes 95% Quarterly
Rural Zone 3 & 4 30 minutes 95% Quarterly
Rural Zone 5 40 minutes 95% Quarterly