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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 K .W .P.H .ENTERPRISES,doing business as
AMERICAN AMBULANCE,a California Corporation,whose address is 2911 East Tulare
Street,Fresno,California 93721 ,hereinafter referred to as “CONTRACTOR.”
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WHEREAS,COUNTY 'S Emergency Medical Services (“EMS”)Communications
Center is staffed and operated by CONTRACTOR through that certain Emergency Medical
Services Provider Agreement for Emergency Ambulance Service and Advanced Life Support
(Paramedic )Ambulance Service dated July 10,2007 (COUNTY Agreement No.A -07-292,the
“EMS PROVIDER Agreement ”),including amendments,by and between COUNTY and
PROVIDER ;and
WHEREAS,the City of Sanger (“CITY ”)receives calls requesting both fire suppression
services and EMS and transfers only EMS calls to COUNTY’S EMS Communications Center
for dispatching the appropriate emergency ambulances;and
WHEREAS,CITY 's FIRE Department (“FIRE”)desires to receive dispatching services
for fire suppression calls,which may include dispatching of non -transport first responder
services,(collectively,“FIRE Dispatching Services”)from COUNTY’S EMS Communications
Center;and
WHEREAS,CONTRACTOR desires to provide dispatching services for CITY ;and
WHEREAS,since July 1 ,2008,CONTRACTOR has provided dispatching services for
CITY;and
WHEREAS,it is to the mutual benefit and in the best interest of the CITY and
COUNTY,and the parties hereto,to combine EMS dispatching services and FIRE Dispatching
Services for the purpose of providing improved services to the public;and
WHEREAS,it is a goal of COUNTY and CITY to consolidate dispatching services in
Fresno County ;and
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WHEREAS,it has been determined by CITY and COUNTY that there is a need to
provide EMS dispatching services and FIRE Dispatching Services through a centralized and
combined effort by COUNTY 'S EMS Communications Center and FIRE;and
WHEREAS,CITY and COUNTY intend to enter into an agreement which will continue
the provision of FIRE Dispatching Services by COUNTY (the “CITY -COUNTY Agreement”);
and
WHEREAS,CONTRACTOR is willing to facilitate the CITY-COUNTY Agreement by
entering into this Agreement.
NOW ,THEREFORE,in consideration of their mutual covenants and conditions,the
parties hereto agree as follows:
1.SERVICES
A .Subject to CITY timely paying COUNTY for FIRE Dispatching Services
(as defined in Section 4.A .of the CITY -COUNTY Agreement )under the CITY -COUNTY
Agreement:
(1 )COUNTY shall obtain and maintain dispatching equipment,
hardware,software (including software licenses),and other technologies,which will be utilized
for the triage and entry of information for FIRE Dispatching Services in COUNTY’S EMS
Communications Center computer aided dispatch (“CAD”)system ,in connection with
CONTRACTOR ’S performance of FIRE Dispatching Services under this Agreement;and
(2)COUNTY shall be responsible for selection ,configuration,
installation ,and maintenance of all dispatching equipment,hardware,software and other
technologies associated with this Agreement.All dispatching equipment,hardware,software
(including software licenses),and other technologies purchased and /or obtained through this
Agreement shall be the sole property of COUNTY .
(3)CONTRACTOR,shall provide FIRE Dispatching Services
requiring responses by FIRE apparatuses as follows:
(a )CONTRACTOR shall provide all FIRE Dispatching
Services in accordance with FIRE 's Policies and Procedures (“FIRE's Policies and
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Procedures ”),which shall be approved by COUNTY ’S EMS Director,or designee,(the
“COUNTY’S Representative”).
(b)CONTRACTOR shall dispatch FIRE’s apparatuses through
CITY ’s radios and electronic communications,and in accordance with FIRE’s Policies and
Procedures approved by COUNTY’S Representative.
(c)CONTRACTOR shall provide pre-arrival instructions to
callers requesting fire suppression service responses in accordance with FIRE’s Policies and
Procedures approved by COUNTY'S Representative.
(d )CONTRACTOR shall provide inter-agency coordination
regarding requests for fire suppression service,mutual aid and instant aid services,and order
specialized fire equipment from CITY or other agencies (e.g.,hazardous materials equipment,
or “jaws of life ”)which may be needed to handle an incident,and perform other related duties
in accordance with FIRE’s Policies and Procedures approved by COUNTY ’S Representative.
(e)CONTRACTOR shall track all activity of FIRE’s
apparatuses responses utilizing the COUNTY ’S EMS Communications Center CAD system .
(f )COUNTY shall provide one (1 )radio operator for
dispatching of FIRE’s apparatuses twenty-four (24)hours a day,seven (7)days a week.CITY
understands that the radio operator is not dedicated for the sole purpose of CITY and that the
radio operator may be dispatching other fire and EMS providers.
(g)CONTRACTOR shall provide that a minimum of one (1 )
dispatch supervisor shall be on duty at COUNTY’S EMS Communications Center twenty-four
(24 )hours a day,seven (7)days a week .The supervisor shall be available to CITY ’s on -duty
fire administration as needed .
(h )CONTRACTOR shall maintain an up-to-date manual of
FIRE’s Policies and Procedures (approved by COUNTY ’S Representative,as provided herein )
for all dispatch staff,and shall provide for training and continuing education of dispatch staff as
needed .
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(j )The goal for the immediate dispatch of a fire apparatus,in
accordance with FIRE approved dispatch protocols,and excluding multiple unit responses,
reassigned responses and other situations beyond the COUNTY’S EMS Communications Center
control;shall be sixty (60)seconds.The dispatch time will be measured from the time the
telephone is answered by the call taker to the time the first fire apparatus is alerted to the incident
either by radio,telephone,pager,or station alerting device.A review shall occur for all cases in
which dispatches are over ninety (90)seconds and results will be evaluated for improvement
opportunities by the Fire Dispatch Continuous Quality Improvement (CQI)Committee.
It is understood ,because of the dynamic nature of emergency services,there are
situations when the sixty (60)second dispatch goal may not be achieved.Examples of these
situations include,but are not limited to:
1 .Calls not received through the 9-1 -1 telephone system .
2.Calls that do not immediately geo-verify in the CAD.
3.Calls in which the public safety answering points (PSAP)dispatcher
does not immediately transfer the calling party.
4.Calls in which the reporting party is either unable or unwilling to
immediately provide all required information as part of the call taking
process (i.e.,non-English speaking,hysterical,or uncooperative).
5.Calls not meeting Priority 1 medical -aid criteria during initial
questioning.
B.It is understood by the parties hereto that (i )CONTRACTOR ’S provision
of FIRE Dispatching Services herein does not include any CONTRACTOR or COUNTY
provision of fire suppression services,(ii )all fire suppression services for all fire suppression
calls to be dispatched by CONTRACTOR are to be provided by CITY pursuant to the CITY-
COUNTY Agreement,(iii )CONTRACTOR is providing FIRE Dispatching Services herein on
a non -exclusive basis,(iv )COUNTY’S compensation paid to CONTRACTOR for its
performance of FIRE Dispatching Services herein is for supplemental services that are in
addition to any other services that CONTRACTOR provides,and for which CONTRACTOR
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acknowledges that CONTRACTOR is paid in accordance with the EMS PROVIDER
Agreement,and (v )CONTRACTOR shall first obtain COUNTY 'S written permission to
provide any other dispatching services through the COUNTY’S EMS Communications Center.
Notwithstanding anything stated to the contrary herein,CONTRACTOR covenants,warrants,
and represents to COUNTY that (i )Any funds that COUNTY may pay to CONTRACTOR,or
that CONTRACTOR otherwise may collect from performing service in connection with the
EMS PROVIDER Agreement,including,but not limited to,COUNTY compensation and
CONTRACTOR ’S fees and charges for services rendered to patients,shall not be diverted or
otherwise used ,either directly or indirectly,by CONTRACTOR to subsidize CONTRACTOR’S
performance of this Agreement,and (ii)CONTRACTOR shall not directly or indirectly charge
any costs or expenses incurred in connection with the performance of this Agreement to any of
CONTRACTOR 'S other operations for or approved by COUNTY,including but not limited to
CONTRACTOR 'S operations in the COUNTY 'S EMS Communications Center for COUNTY
under the EMS PROVIDER Agreement and /or for other COUNTY-approved agencies (e .g
agencies that may be outside of Fresno County such as the County of Kings or cities or special
districts,if any,within Fresno County ).
C.CONTRACTOR 'S performance of FIRE Dispatching Services herein shall
enhance CONTRACTOR 'S peak load capacity,disaster readiness and overall efficiency in
providing dispatching services in COUNTY 'S EMS Communications Center,and shall not
detract from CONTRACTOR 'S performance of its obligations under the EMS PROVIDER
Agreement,or any other agreement,if any,entered into or authorized by COUNTY.
D.COUNTY shall perform the following functions:
(1 )COUNTY shall provide COUNTY -approved FIRE Policies and
Procedures to CONTRACTOR.
(2)COUNTY shall assure that all calls to CITY for EMS and fire
suppression services are immediately transferred to COUNTY’S EMS Communications Center.
(3)COUNTY agrees to provide for an internal quality improvement
program ,which includes the participation of CONTRACTOR and FIRE.
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2.TERM
A .This Agreement shall become effective on the 1 st day of July,2017 and
shall continue in full force and effect,and terminate on the 30th day of June,2020 at 11 :59 P.M .,
unless sooner terminated as provided herein.
B.This Agreement may be renewed with approval of COUNTY and
CONTRACTOR through written amendment and modification of terms and conditions herein
set forth .
C.Notwithstanding anything stated to the contrary herein,this Agreement
shall automatically terminate on any earlier date that the CITY -COUNTY Agreement
terminates.
3.TERMINATION
A .Non -Allocation of Funds -The terms of this Agreement,and the services
to be provided hereunder,are contingent on the approval of funds by the appropriating
governmental agency,provided however,should sufficient funds not be allocated,(i )the
services provided may be modified at any time upon the parties’mutual written agreement,or
(ii )this Agreement may be terminated at any time by the COUNTY giving at least sixty (60)
days’advance written notice of an intention to terminate to the CONTRACTOR.
B .Without Cause -Under circumstances other than those set forth above,
this Agreement may be terminated by CONTRACTOR or COUNTY upon the giving of at least
sixty (60 )days’advance written notice of an intention to terminate to the other party .
C.Material Breach -Either party may terminate this Agreement at any time I
for cause for the other party’s material breach of its obligations herein if not less than seven (7)
days advance written notice has been given to the other party and such breach remains uncured
within that seven (7)day period .The party receiving such notice may respond to said notice and
any charges contained therein within that seven (7 )day period .A "Material Breach ”by
CONTRACTOR,as that term is defined by and used in the EMS PROVIDER Agreement,also
shall be deemed to be a material breach by CONTRACTOR under this Agreement.Any notice
by COUNTY to CONTRACTOR of CONTRACTOR ’S Material Breach under the EMS
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Provider Agreement shall satisfy the requirement of COUNTY giving notice to CONTRACTOR
of a material breach under this Agreement without the necessity of such notice referring to
CONTRACTROR 's performance under this Agreement.
D.COUNTY shall compensate or provide funding to CONTRACTOR for
any services performed under this Agreement prior to any termination of this Agreement.
4.COMPENSATION FOR SERVICES
A.For CONTRACTOR’S performance of FIRE Dispatching Services herein ,
COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive compensation
pursuant to Schedule A ,attached hereto and incorporated herein by this reference.In no event
shall compensation for COUNTY 'S performance of FIRE Dispatching Services under this
Agreement be in excess of the amounts listed as follows:
(1 )For the period of July 1 ,2017 through June 30,2018,the amount
of this Agreement shall not exceed Ten Thousand Three Hundred Ninety-One and No/100
Dollars ($10,391.00).
(2)For the period of July 1 ,2018 through June 30,2019,the amount
of this Agreement shall not exceed Ten Thousand Five Hundred Five and 30/100 Dollars
($10,505.30).
(3)For the period of July 1 ,2019 through June 30,2020,the amount
of this Agreement shall not exceed Ten Thousand Six Hundred Twenty and 86/100 Dollars
($10,620.86).
B.COUNTY 'S obligation to compensate CONTRACTOR herein is subject to
COUNTY receiving sufficient and timely payments of funds from CITY under the CITY-
COUNTY Agreement.Subject to the foregoing sentence,COUNTY ,promptly following
COUNTY ’S receipt of such CITY funds,shall pay CONTRACTOR no later than the fifteenth
(15th )day of the month in which the services are provided by CONTRACTOR without the
necessity of CONTRACTOR submitting invoices to COUNTY .All payments shall be remitted
to CONTRACTOR at the following address:American Ambulance,2911 East Tulare Street,
Fresno,CA 93721 .
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5.INDEPENDENT CONTRACTOR
A.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 independent contractor,and shall act in an
independent capacity and not as an officer,agent,servant,employee,joint venture,partner,or
associate of COUNTY .Furthermore,COUNTY shall have no right to control or supervise or
direct the manner or method by which CONTRACTOR shall perform its work and function,
except for CONTRACTOR 'S compliance with FIRE 's Policies and Procedures,herein.
Flowever,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
which are directly or indirectly the subject of this Agreement.
B.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 COUNTY or to
this Agreement.
6.MODIFICATION
Any matters of this Agreement may be modified from time to time by the written
consent of all the parties hereto without,in any way,affecting the remainder .
7.HOLD-HARMLESS
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A.CONTRACTOR agrees to indemnify,save,hold harmless,and at
COUNTY ’S request,defend COUNTY and CITY ,including their respective officers,agents,
and employees from any and all costs and expenses (including attorneys’fees and costs),
damages,liabilities,claims,and losses occurring or resulting to COUNTY or CITY (as
applicable)in connection with the performance,or failure to perform ,by CONTRACTOR,
including its officers,agents,or employees under this Agreement,and from any and all costs and
expenses (including attorneys 'fees and costs ),damages,liabilities,claims,and losses occurring
or resulting to any person ,firm ,or corporation who may be injured or damaged by the
performance,or failure to perform ,of CONTRACTOR ,including its officers,agents,or
employees under this Agreement.
B.COUNTY agrees to indemnify,save,hold harmless,and at
CONTRACTOR ’S request,defend CONTRACTOR ,including its officers,agents,and
employees from any and all costs and expenses (including attorneys’fees and costs),damages ,
liabilities,claims,and losses occurring or resulting to CONTRACTOR in connection with the
performance,or failure to perform ,by COUNTY or CITY ,including their respective officers,
agents,or employees under this Agreement or under the CITY -COUNTY Agreement (as
applicable),and from any and all costs and expenses (including attorneys’fees and costs),
damages,liabilities,claims,and losses occurring or resulting to any person ,firm ,or corporation
who may be injured or damaged by the performance,or failure to perform,of COUNTY or
CITY,including their respective officers,agents,or employees under this Agreement or under
the CITY -COUNTY Agreement.
C .In the event of concurrent negligence on the part of CONTRACTOR or
any of its officers,agents or employees,and of COUNTY or CITY or any of their respective
officers,agents,or employees,the liability for any and all such claims,demands and actions in
law or equity for such costs and expenses (including attorneys’fees and costs),damages,and
losses shall be apportioned under the State of California’s theory of comparative negligence as
presently established or as may be modified hereafter.
D.This Section 7 shall survive termination or expiration of this Agreement.
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8.INSURANCE
CONTRACTOR shall obtain and maintain,at all times,insurance coverages,with
such policies,and in such amounts,as are provided in the EMS Provider Agreement.The
parties hereto agree that the provisions of the EMS Provider Agreement (including any future
amendments thereto)shall and will be incorporated herein by this reference,as though each and
every of such terms are set forth herein below.CONTRACTOR 'S failure to maintain all such
insurance coverages shall be deemed to be a material breach of this Agreement.
9.CONFIDENTIALITY
All services performed by CONTRACTOR under this Agreement shall be in strict
conformance with all applicable Federal ,State of California and /or local laws and regulations
relating to confidentiality.
10.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,religion ,color,national origin ,ancestry,physical disability,medical condition ,
marital status,age or gender,pursuant to all applicable State of California and Federal statutes
and regulations.
11 .RECORDS
A .Each party shall maintain its books,accounts and records in connection
with the respective services referred to under this Agreement.CONTRACTOR’S books,
accounts and records of such services shall be kept separate and apart from CONTRACTOR’S
other books,accounts and records of services kept in connection with the EMS PROVIDER
Agreement,and any other agreement entered into or approved by COUNTY .All of such
CONTRACTOR 'S books,accounts,and records shall be prepared and kept by CONTRACTOR
in an organized manner that facilitates an efficient review of the costs incurred and funds
received in order to give COUNTY a complete and clear understanding of the accounting
thereof.All of such CONTRACTOR’S books,accounts and records shall be subject to public
disclosure as provided in the EMS PROVIDER Agreement (including any future amendments
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thereto),which shall and will be incorporated herein by this reference,as though each and every
of such terms are set forth herein below.
B.Each of the parties’books,accounts and records must be maintained for a
minimum of three (3)years.Such books,accounts and records must also be maintained a
minimum of three (3)years after the termination of this Agreement.The party generating the
books,accounts and records shall maintain ownership thereof upon termination of this
Agreement .
12.AUDITS AND INSPECTIONS
A.Each party shall at any time during business hours,and as often as the
other party may deem necessary ,make available to the other party for examination all of the
former party’s records and data with respect to the matters covered by this Agreement.Each
party shall,upon request by the other party,permit the other party to audit and inspect all such
records and data necessary to ensure the former party’s compliance with the terms of this
Agreement.
B .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).
13.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 obligations 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
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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 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.
14.NOTICES
A.The persons having authority to give and receive notices under this
Agreement and their addresses include the following:
COUNTY
Director,County of Fresno
Department of Public Health
P.O.Box 11867
Fresno,CA 93775
CONTRACTOR
American Ambulance
Attn :General Manager
2911 East Tulare Street
Fresno,CA 93721
B .Any and all notices between COUNTY and CONTRACTOR provided for
or permitted under this Agreement or by law shall be in writing and shall be deemed duly served
when personally delivered to one of the parties hereto,or in lieu of such personal service,when
deposited in the United States Mail ,postage prepaid ,addressed to such party,except for notices
of termination,which are effective upon receipt.Notices under this Agreement are not
modifications to this Agreement .
15.GOVERNING LAW
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A .The parties hereto agree,that for the purposes of venue,performance
under this Agreement is to be in Fresno County,California.
B .The rights and obligations of the parties hereto and all interpretation and
performance of this Agreement shall be governed in all respects by the laws of the State of
California.
16.SEVERABILITY
The provisions of this Agreement are severable.The invalidity or
unenforceability of any one provision in the Agreement shall not affect the other provisions.
17.ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between COUNTY and
CONTRACTOR with respect to the subject matter hereof and supersedes all previous
agreement negotiations,proposals,commitments,writings,advertisements,publications,and
understandings of any nature whatsoever unless expressly included in this Agreement .
CONTRACTOR acknowledges that COUNTY detrimentally relies upon each and every of
CONTRACTOR’S covenants,warranties and representations made herein to COUNTY.This
Agreement may be executed in several counterparts by the parties hereto,in which case,all of
such executed duplicate counterpart originals thereof,taken together,shall be deemed to be one
and the same legal instrument.
18.NO THIRD PARTY BENEFICIARIES
Notwithstanding anything stated to the contrary in this Agreement,there shall not
be any intended third party beneficiaries to this Agreement .
19.Disclosure of Self-Dealing Transactions:
This provision is only applicable if Contractor is operating as a corporation (a for-profit
or non -profit corporation )or if during the term of this Agreement,Contractor changes its status
to operate as a corporation .
Members of Contractor's Board of Directors shall disclose any self-dealing transactions
that they are a party to while Contractor is providing goods or performing services under this
Agreement.A self-dealing transaction shall mean a transaction to which Contractor is a party
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1 and in which one or more of its directors has a material financial interest .Members of the Board
2 of Directors shall disclose any self-dealing transactions that they are a party to by completing
3 and signing a Self-Dealing Transaction Disclosure Form ,attached hereto as Exhibit A and by
4 this reference incorporated herein,and submitting it to County prior to commencing with the
5 self-dealing transaction or immediately thereafter.
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COUNTY OF FRESNO
Fresno,California
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AGREEMENT BETWEEN COUNTY OF FRESNO AND
K.W .P.H.ENTERPRISES,dba AMERICAN AMBULANCE
APPROVED AS TO LEGAL FORM :
DANIEL C.CEDERBORG,COUNTY COUNSEL
Byu/(_
APPROVED AS TO ACCOUNTING FORM:
OSCAR J .GARCIA,C.P.A.,AUDITOR -CONTROLLER/
TREASURER -TAX COLLECTOR
By (IZGsi,£J J1
REVIEWED AND RECOMMENDED FOR APPROVAL:LDURJA
David Pomaville,M .B.A.,R .E.H .S.
Director
Department of Public Health
Fund /Subclass:0001 /10000
Organization #:56201693
Account #:7295
),California
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SCHEDULE A
Payment Date Personnel Services
1 July-17 $865.91
2 August -17 $865.91
3 September-17 $865.91
4 October-17 $865.91
5 November-17 $865.91
6 December-17 $865.91
7 January-18 $865.91
8 February-18 $865.91
9 March-18 $865.91
10 April-18 $865.91
11 May-18 $865.91
12 June-18 $865.99
13 July-18 $875.44
14 August -18 $875.44
15 September-18 $875.44
16 October-18 $875.44
17 November-18 $875.44
18 December-18 $875.44
19 January-19 $875.44
20 February-19 $875.44
21 March-19 $875.44
22 April-19 $875.44
23 May-19 $875.44
24 June-19 $875.46
25 July-19 $885.07
26 August -19 $885.07
27 September-19 $885.07
28 October-19 $885.07
29 November-19 $885.07
30 December-19 $885.07
31 January-20 $885.07
32 February-20 $885.07
33 March -20 $885.07
34 April-20 $885.07
35 May-20 $885.07
36 June-20 $885.09
COUNTY OF FRESNO
Fresno.California
EXHIBIT A
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).
Mail the completed form to: County of Fresno
Department of Public Health
Attn: EMS Division
1221 Fulton Mall
Fresno, CA 93721
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233
(a):
(5) Authorized Signature
Signature: Date: