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HomeMy WebLinkAboutAgreement A-17-466 with American Ambulance.pdf 1 COUNTY OF FRESNO Fresno, California AGREEMENT 1 THIS AGREEMENT is made and entered into this ______ day of _____________, 2017, 2 by and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, 3 hereinafter referred to as “COUNTY,” and K.W.P.H. ENTERPRISES, doing business as 4 AMERICAN AMBULANCE, a California Corporation, whose address is 2911 East Tulare 5 Street, Fresno, California 93721, hereinafter referred to as “CONTRACTOR.” 6 W I T N E S S E T H: 7 WHEREAS, COUNTY’s Emergency Medical Services (“EMS”) Communications 8 Center is staffed and operated by CONTRACTOR through that certain Emergency Medical 9 Services Provider Agreement for Emergency Ambulance Service dated May 16, 2017 10 (COUNTY Agreement No. A-17-218, the “EMS PROVIDER Agreement”), including 11 amendments by and between COUNTY and PROVIDER; and 12 WHEREAS, the City of Fresno (“CITY”) receives calls requesting both fire suppression 13 services, and EMS and transfers those calls to COUNTY’s EMS Communications Center for 14 dispatching the appropriate emergency ambulances and fire equipment; and 15 WHEREAS, CITY’s FIRE Department (“FIRE”) continues to desire to receive 16 dispatching services for fire suppression calls, which may include dispatching of non-transport 17 first responder services, (collectively, “FIRE Dispatching Services”) from COUNTY’s EMS 18 Communications Center; and 19 WHEREAS, it is to the mutual benefit and in the best interest of the CITY and 20 COUNTY, and the parties hereto, to combine EMS dispatching services and FIRE Dispatching 21 Services for the purpose of providing improved services to the public; and 22 WHEREAS, it is a goal of COUNTY and CITY to consolidate dispatching services in 23 Fresno County; and 24 WHEREAS, it has been determined by CITY and COUNTY that there is a need to 25 provide EMS dispatching services and FIRE Dispatching Services through a centralized and 26 combined effort by COUNTY’s EMS Communications Center and FIRE; and 27 WHEREAS, CITY and COUNTY intend to enter into an agreement which will continue 28 2 COUNTY OF FRESNO Fresno, California the provision of FIRE Dispatching Services by COUNTY (the “CITY-COUNTY Agreement”); 1 and 2 WHEREAS, CONTRACTOR is willing to facilitate the CITY-COUNTY Agreement by 3 entering into this Agreement. 4 NOW, THEREFORE, in consideration of their mutual covenants and conditions, the 5 parties hereto agree as follows: 6 1. SERVICES 7 A. Subject to CITY timely paying COUNTY for FIRE Dispatching Services 8 (defined in Section 4.A. of the CITY-COUNTY Agreement) under the CITY-COUNTY 9 Agreement: 10 (1) COUNTY shall obtain and maintain dispatching equipment, 11 hardware, software (including software licenses), and other technologies, which will be utilized 12 for the triage and entry of information for FIRE Dispatching Services in COUNTY’s EMS 13 Communications Center computer aided dispatch (“CAD”) system, in connection with 14 CONTRACTOR’s performance of FIRE Dispatching Services under this Agreement; and 15 (2) COUNTY shall be responsible for selection, configuration, 16 installation, and maintenance of all dispatching equipment, hardware, software and other 17 technologies associated with this Agreement. All dispatching equipment, hardware, software 18 (including software licenses), and other technologies purchased and/or obtained through this 19 Agreement shall be the sole property of COUNTY. 20 (3) CONTRACTOR, shall provide FIRE Dispatching Services 21 requiring responses by FIRE apparatuses as follows: 22 (a) CONTRACTOR shall provide all FIRE Dispatching 23 Services in accordance with FIRE’s Policies and Procedures (“FIRE’s Policies and 24 Procedures”), which shall be approved by COUNTY’s EMS Director, or his or her designee 25 (the “COUNTY’s Representative”). 26 (b) CONTRACTOR shall dispatch FIRE’s apparatuses through 27 CITY’s radios and electronic communications, and in accordance with FIRE’s Policies and 28 3 COUNTY OF FRESNO Fresno, California Procedures approved by COUNTY’s Representative. 1 (c) CONTRACTOR shall provide pre-arrival instructions to 2 callers requesting fire suppression service responses in accordance with FIRE’s Policies and 3 Procedures approved by COUNTY’s Representative. 4 (d) CONTRACTOR shall provide inter-agency coordination 5 regarding requests for fire suppression service, mutual aid and instant aid services, and order 6 specialized fire equipment from CITY or other agencies (e.g., hazardous materials equipment, 7 or “jaws of life”) which may be needed to handle an incident, and perform other related duties 8 in accordance with FIRE’s Policies and Procedures approved by COUNTY’s Representative. 9 (e) CONTRACTOR shall track all activity of FIRE’s 10 apparatuses responses utilizing the COUNTY’s EMS Communications Center CAD system. 11 (f) CONTRACTOR shall provide that one (1) radio operator 12 be designated, who is dedicated to dispatching FIRE’s apparatuses, and also provide 13 uninterrupted backup dispatcher coverage as necessary through all other on-duty operators at 14 COUNTY’s EMS Communications Center providing dispatching services within Fresno 15 County . CONTRACTOR shall provide that dispatch staff shall receive emergency fire 16 dispatch training. 17 (g) CONTRACTOR shall provide that a minimum of one (1) 18 dispatch supervisor shall be on duty at COUNTY’s EMS Communications Center twenty-four 19 (24) hours a day, seven (7) days a week. The supervisor shall be available to CITY’s on-duty 20 fire administration as needed. 21 (h) CONTRACTOR will assist COUNTY and FIRE is 22 becoming certified as a Resource Ordering and Status System (ROSS) center in accordance with 23 State guidelines within two (2) years. 24 (i) CONTRACTOR shall maintain an up-to-date manual of 25 FIRE’s Policies and Procedures (approved by COUNTY’s Representative, as provided herein) 26 for all dispatch staff, and shall provide for training and continuing education of dispatch staff as 27 needed. 28 4 COUNTY OF FRESNO Fresno, California (j) The goal for the immediate dispatch of a fire apparatus, in 1 accordance with FIRE approved dispatch protocols, and excluding multiple unit responses, 2 reassigned responses and other situations beyond the COUNTY’s EMS Communications Center 3 control; shall be sixty (60) seconds. The dispatch time will be measured from the time the 4 telephone is answered by the call taker to the time the first fire apparatus is alerted to the incident 5 either by radio, telephone, pager, or station alerting device. A review shall occur for all cases in 6 which dispatches are over ninety (90) seconds and results will be evaluated for improvement 7 opportunities by the Fire Dispatch Continuous Quality Improvement (CQI) Committee. 8 It is understood, because of the dynamic nature of emergency services, there are 9 situations when the sixty (60) second dispatch goal may not be achieved. Examples of these 10 situations include, but are not limited to: 11 1. Calls not received through the 9-1-1 telephone 12 system. 13 2. Calls that do not immediately geo-verify in the CAD. 14 3. Calls in which the public safety answering points 15 (PSAP) dispatcher does not immediately transfer the 16 calling party. 17 4. Calls in which the reporting party is either unable or 18 unwilling to immediately provide all required 19 information as part of the call taking process (i.e., 20 non-English speaking, hysterical, or uncooperative). 21 5. Calls not meeting Priority 1 medical-aid criteria 22 during initial questioning. 23 B. It is understood by the parties hereto that (i) CONTRACTOR’s provision 24 of FIRE Dispatching Services herein does not include any CONTRACTOR or COUNTY 25 provision of fire suppression services, (ii) all fire suppression services for all fire suppression 26 calls to be dispatched by CONTRACTOR are to be provided by CITY pursuant to the CITY-27 COUNTY Agreement, (iii) CONTRACTOR is providing FIRE Dispatching Services herein on 28 5 COUNTY OF FRESNO Fresno, California a non-exclusive basis, (iv) COUNTY’s compensation paid to CONTRACTOR for its 1 performance of FIRE Dispatching Services herein is for supplemental services that are in 2 addition to any other services that CONTRACTOR provides, and for which CONTRACTOR 3 acknowledges that CONTRACTOR is paid in accordance with the EMS PROVIDER 4 Agreement, and (v) CONTRACTOR shall first obtain COUNTY’s written permission to 5 provide any other dispatching services through the COUNTY’s EMS Communications Center. 6 Notwithstanding anything stated to the contrary herein, CONTRACTOR covenants, warrants, 7 and represents to COUNTY that (i) Any funds that COUNTY may pay to CONTRACTOR, or 8 that CONTRACTOR otherwise may collect from performing service in connection with the 9 EMS PROVIDER Agreement, including, but not limited to, COUNTY compensation and 10 CONTRACTOR’s fees and charges for services rendered to patients, shall not be diverted or 11 otherwise used, either directly or indirectly, by CONTRACTOR to subsidize CONTRACTOR’s 12 performance of this Agreement, and (ii) CONTRACTOR shall not directly or indirectly charge 13 any costs or expenses incurred in connection with the performance of this Agreement to any of 14 CONTRACTOR’s other operations for or approved by COUNTY, including but not limited to 15 CONTRACTOR’s operations in the COUNTY’s EMS Communications Center for COUNTY 16 under the EMS PROVIDER Agreement and/or for other COUNTY-approved agencies (e.g., 17 agencies that may be outside of Fresno County such as the County of Kings or cities or special 18 districts, if any, within Fresno County). 19 C. CONTRACTOR’s performance of FIRE Dispatching Services herein shall 20 enhance CONTRACTOR’s peak load capacity, disaster readiness and overall efficiency in 21 providing dispatching services in COUNTY’s EMS Communications Center, and shall not 22 detract from CONTRACTOR’s performance of its obligations under the EMS PROVIDER 23 Agreement, or any other agreement, if any, entered into or authorized by COUNTY. 24 D. COUNTY shall perform the following functions: 25 (1) COUNTY shall provide COUNTY-approved FIRE Policies and 26 Procedures to CONTRACTOR. 27 (2) COUNTY shall assure that all calls to CITY for EMS and fire 28 6 COUNTY OF FRESNO Fresno, California suppression services are immediately transferred to COUNTY’s EMS Communications Center. 1 (3) COUNTY agrees to provide for an internal quality improvement 2 program, which includes the participation of CONTRACTOR and FIRE. 3 2. TERM 4 This Agreement shall become effective on the 1st day of July, 2017 and terminate 5 on the 30th day of June, 2018, unless sooner terminated as provided herein. 6 Notwithstanding anything stated to the contrary herein, this Agreement shall 7 automatically terminate on any earlier date that the CITY-COUNTY Agreement terminates. 8 3. TERMINATION 9 A. Non-Allocation of Funds - The terms of this Agreement, and the services 10 to be provided hereunder, are contingent on the approval of funds by the appropriating 11 governmental agency, provided however, should sufficient funds not be allocated, (i) the 12 services provided may be modified at any time upon the parties’ mutual written agreement, or 13 (ii) this Agreement may be terminated at any time by the COUNTY giving at least sixty (60) 14 days advance written notice of an intention to terminate to the CONTRACTOR. 15 B. Without Cause - Under circumstances other than those set forth above, 16 this Agreement may be terminated by CONTRACTOR or COUNTY upon the giving of at least 17 sixty (60) days advance written notice of an intention to terminate to the other party. 18 C. Material Breach - Either party may terminate this Agreement at any time 19 for cause for the other party’s material breach of its obligations herein if not less than seven (7) 20 days advance, written notice has been given to the other party and such breach remains uncured 21 within that seven (7) day period. The party receiving such notice may respond to said notice and 22 any charges contained therein within that seven (7) day period. A “Material Breach” by 23 CONTRACTOR, as that term is defined by and used in the EMS PROVIDER Agreement, also 24 shall be deemed to be a material breach by CONTRACTOR under this Agreement. Any notice 25 by COUNTY to CONTRACTOR of CONTRACTOR’s Material Breach under the EMS 26 Provider Agreement shall satisfy the requirement of COUNTY giving notice to CONTRACTOR 27 7 COUNTY OF FRESNO Fresno, California of a material breach under this Agreement without the necessity of such notice referring to 1 CONTRACTROR’s performance under this Agreement. 2 D. COUNTY shall compensate or provide funding to CONTRACTOR for 3 any services performed under this Agreement prior to any termination of this Agreement. 4 4. COMPENSATION FOR SERVICES 5 A. For CONTRACTOR’S performance of FIRE Dispatching Services herein, 6 COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive compensation 7 pursuant to Exhibit A, attached hereto and incorporated herein by this reference. In no event 8 shall compensation for COUNTY’S performance of FIRE Dispatching Services under this 9 Agreement be in excess of the amounts listed as follows: 10 (1) For the period of July 1, 2017 through June 30, 2018, the amount 11 of this Agreement shall not exceed Seven Hundred Seventeen Thousand Two Hundred Eighty-12 Four and 00/100 Dollars ($717,284.00). 13 B. COUNTY’s obligation to compensate CONTRACTOR herein is subject to 14 COUNTY receiving sufficient and timely payments of funds from CITY under the CITY-15 COUNTY Agreement. Subject to the foregoing sentence, COUNTY, promptly following 16 COUNTY’s receipt of such CITY funds, shall pay CONTRACTOR no later than the fifteenth 17 (15th) day of the month in which payment is due pursuant to Exhibit A without the necessity of 18 CONTRACTOR submitting invoices to COUNTY. All payments shall be remitted to 19 CONTRACTOR at the following address: American Ambulance, 2911 East Tulare Street, 20 Fresno, CA 93721. 21 5. INDEPENDENT CONTRACTOR 22 A. In performance of the work, duties, and obligations assumed by 23 CONTRACTOR under this Agreement, it is mutually understood and agreed that 24 CONTRACTOR, including any and all of CONTRACTOR’s officers, agents, and employees 25 will at all times be acting and performing as an independent contractor, and shall act in an 26 independent capacity and not as an officer, agent, servant, employee, joint venture, partner, or 27 associate of COUNTY. Furthermore, COUNTY shall have no right to control or supervise or 28 8 COUNTY OF FRESNO Fresno, California direct the manner or method by which CONTRACTOR shall perform its work and function, 1 except for CONTRACTOR’s compliance with FIRE’s Policies and Procedures, herein. 2 However, COUNTY shall retain the right to administer this Agreement so as to verify that 3 CONTRACTOR is performing its obligations in accordance with the terms and conditions 4 thereof. CONTRACTOR and COUNTY shall comply with all applicable provisions of law and 5 the rules and regulations, if any, of governmental authorities having jurisdiction over matters 6 which are directly or indirectly the subject of this Agreement. 7 B. Because of its status as an independent contractor, CONTRACTOR shall 8 have absolutely no right to employment rights and benefits available to COUNTY employees. 9 CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its 10 employees all legally-required employee benefits. In addition, CONTRACTOR shall be solely 11 responsible and save COUNTY harmless from all matters relating to payment of 12 CONTRACTOR’s employees, including compliance with Social Security, withholding, and all 13 other regulations governing such matters. It is acknowledged that during the term of this 14 Agreement, CONTRACTOR may be providing services to others unrelated to COUNTY or to 15 this Agreement. 16 6. MODIFICATION 17 Any matters of this Agreement may be modified from time to time by the written 18 consent of all the parties hereto without, in any way, affecting the remainder. 19 7. HOLD-HARMLESS 20 A. CONTRACTOR agrees to indemnify, save, hold harmless, and at 21 COUNTY’s request, defend COUNTY and CITY, including their respective officers, agents, 22 and employees from any and all costs and expenses (including attorneys’ fees and costs), 23 damages, liabilities, claims, and losses occurring or resulting to COUNTY or CITY (as 24 applicable) in connection with the performance, or failure to perform, by CONTRACTOR, 25 including its officers, agents, or employees under this Agreement, and from any and all costs and 26 expenses (including attorneys’ fees and costs), damages, liabilities, claims, and losses occurring 27 or resulting to any person, firm, or corporation who may be injured or damaged by the 28 9 COUNTY OF FRESNO Fresno, California performance, or failure to perform, of CONTRACTOR, including its officers, agents, or 1 employees under this Agreement. 2 B. COUNTY agrees to indemnify, save, hold harmless, and at 3 CONTRACTOR’s request, defend CONTRACTOR, including its officers, agents, and 4 employees from any and all costs and expenses (including attorneys’ fees and costs), damages, 5 liabilities, claims, and losses occurring or resulting to CONTRACTOR in connection with the 6 performance, or failure to perform, by COUNTY or CITY, including their respective officers, 7 agents, or employees under this Agreement or under the CITY-COUNTY Agreement (as 8 applicable), and from any and all costs and expenses (including attorneys’ fees and costs), 9 damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation 10 who may be injured or damaged by the performance, or failure to perform, of COUNTY or 11 CITY, including their respective officers, agents, or employees under this Agreement or under 12 the CITY-COUNTY Agreement. 13 C. In the event of concurrent negligence on the part of CONTRACTOR or 14 any of its officers, agents or employees, and of COUNTY or CITY or any of their respective 15 officers, agents, or employees, the liability for any and all such claims, demands and actions in 16 law or equity for such costs and expenses (including attorneys’ fees and costs), damages, and 17 losses shall be apportioned under the State of California’s theory of comparative negligence as 18 presently established or as may be modified hereafter. 19 D. This Section 7 shall survive termination or expiration of this Agreement. 20 8. INSURANCE 21 CONTRACTOR shall obtain and maintain, at all times, insurance coverages, with 22 such policies, and in such amounts, as are provided in the EMS Provider Agreement. The 23 parties hereto agree that the provisions of the EMS Provider Agreement (including any future 24 amendments thereto) shall and will be incorporated herein by this reference, as though each and 25 every of such terms are set forth herein below. CONTRACTOR’s failure to maintain all such 26 insurance coverages shall be deemed to be a material breach of this Agreement. 27 9. CONFIDENTIALITY 28 10 COUNTY OF FRESNO Fresno, California All services performed by CONTRACTOR under this Agreement shall be in strict 1 conformance with all applicable Federal, State of California and/or local laws and regulations 2 relating to confidentiality. 3 10. NON-DISCRIMINATION 4 During the performance of this Agreement, CONTRACTOR shall not unlawfully 5 discriminate against any employee or applicant for employment, or recipient of services, 6 because of race, religion, color, national origin, ancestry, physical disability, medical condition, 7 marital status, age or gender, pursuant to all applicable State of California and Federal statutes 8 and regulations. 9 11. RECORDS 10 A. Each party shall maintain its books, accounts and records in connection 11 with the respective services referred to under this Agreement. CONTRACTOR’s books, 12 accounts and records of such services shall be kept separate and apart from CONTRACTOR’s 13 other books, accounts and records of services kept in connection with the EMS PROVIDER 14 Agreement, and any other agreement entered into or approved by COUNTY. All of such 15 CONTRACTOR’s books, accounts, and records shall be prepared and kept by CONTRACTOR 16 in an organized manner that facilitates an efficient review of the costs incurred and funds 17 received in order to give COUNTY a complete and clear understanding of the accounting 18 thereof. All of such CONTRACTOR’s books, accounts and records shall be subject to public 19 disclosure as provided in the EMS PROVIDER Agreement (including any future amendments 20 thereto), which shall and will be incorporated herein by this reference, as though each and every 21 of such terms are set forth herein below. 22 B. Each of the parties’ books, accounts and records must be maintained for a 23 minimum of three (3) years. Such books, accounts and records must also be maintained a 24 minimum of three (3) years after the termination of this Agreement. The party generating the 25 books, accounts and records shall maintain ownership thereof upon termination of this 26 Agreement. 27 12. AUDITS AND INSPECTIONS 28 11 COUNTY OF FRESNO Fresno, California A. Each party shall at any time during business hours, and as often as the 1 other party may deem necessary, make available to the other party for examination all of the 2 former party’s records and data with respect to the matters covered by this Agreement. Each 3 party shall, upon request by the other party, permit the other party to audit and inspect all such 4 records and data necessary to ensure the former party’s compliance with the terms of this 5 Agreement. 6 B. If this Agreement exceeds Ten Thousand and No/100 Dollars 7 ($10,000.00), CONTRACTOR shall be subject to the examination and audit of the State 8 Auditor for a period of three (3) years after final payment under contract (Government Code 9 Section 8546.7). 10 13. DISCLOSURE OF SELF-DEALING TRANSACTIONS 11 This provision is only applicable if the CONTRACTOR is operating as a 12 corporation (a for-profit or non-profit corporation) or if during the term of this agreement, the 13 CONTRACTOR changes its status to operate as a corporation. 14 Members of the CONTRACTOR’s Board of Directors shall disclose any self-15 dealing transactions that they are a party to while CONTRACTOR is providing goods or 16 performing services under this agreement. A self-dealing transaction shall mean a transaction to 17 which the CONTRACTOR is a party and in which one or more of its directors has a material 18 financial interest. Members of the Board of Directors shall disclose any self-dealing transactions 19 that they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form, 20 attached hereto as Exhibit B and incorporated herein by reference, and submitting it to the 21 COUNTY prior to commencing with the self-dealing transaction or immediately thereafter. 22 14. FORCE MAJEURE 23 A. If either party hereto is rendered unable, wholly or in part, by Force 24 Majeure to carry out its obligations under this Agreement, that party shall give to the other 25 party hereto prompt written notice of the Force Majeure with full particulars relating thereto. 26 Thereupon, the obligations of the party giving the notice, so far as they are affected by the 27 Force Majeure, shall be suspended during, but no longer than, the continuance of the Force 28 12 COUNTY OF FRESNO Fresno, California Majeure, except for a reasonable time thereafter required to resume performance. 1 B. During any period in which either party hereto is excused from 2 performance by reason of the occurrence of an event of Force Majeure, the party so excused 3 shall promptly, diligently, and in good faith take all reasonable action required in order for it to 4 be able to promptly commence or resume performance of its obligations under this Agreement. 5 Without limiting the generality of the foregoing, the party so excused from performance shall, 6 during any such period of Force Majeure, take all reasonable action necessary to terminate any 7 temporary restraining order or preliminary or permanent injunctions to enable it to so 8 commence or resume performance of its obligations under this Agreement. 9 C. The party whose performance is excused due to the occurrence of an 10 event of Force Majeure shall, during such period, keep the other party hereto notified of all 11 such actions required in order for it to be able to commence or resume performance of its 12 obligations under this Agreement. 13 D. “Force Majeure” is defined as an Act of God, act of public enemy, war, 14 and other extraordinary causes not reasonably within the control of either of the parties hereto. 15 15. NOTICES 16 A. The persons having authority to give and receive notices under this 17 Agreement and their addresses include the following: 18 COUNTY CONTRACTOR 19 Director, County of Fresno American Ambulance 20 Department of Public Health Attn: General Manager 21 P.O. Box 11867 2911 East Tulare Street 22 Fresno, CA 93775 Fresno, CA 93721 23 24 B. Any and all notices between COUNTY and CONTRACTOR provided for 25 or permitted under this Agreement or by law shall be in writing and shall be deemed duly served 26 when personally delivered to one of the parties hereto, or in lieu of such personal service, when 27 deposited in the United States Mail, postage prepaid, addressed to such party, except for notices 28 13 COUNTY OF FRESNO Fresno, California of termination, which are effective upon receipt. Notices under this Agreement are not 1 modifications to this Agreement. 2 16. GOVERNING LAW 3 A. The parties hereto agree, that for the purposes of venue, performance 4 under this Agreement is to be in Fresno County, California. 5 B. The rights and obligations of the parties hereto and all interpretation and 6 performance of this Agreement shall be governed in all respects by the laws of the State of 7 California. 8 17. SEVERABILITY 9 The provisions of this Agreement are severable. The invalidity or 10 unenforceability of any one provision in the Agreement shall not affect the other provisions. 11 18. ENTIRE AGREEMENT 12 This Agreement constitutes the entire agreement between COUNTY and 13 CONTRACTOR with respect to the subject matter hereof and supersedes all previous 14 agreement negotiations, proposals, commitments, writings, advertisements, publications, and 15 understandings of any nature whatsoever unless expressly included in this Agreement. 16 CONTRACTOR acknowledges that COUNTY detrimentally relies upon each and every of 17 CONTRACTOR’s covenants, warranties and representations made herein to COUNTY. This 18 Agreement may be executed in several counterparts by the parties hereto, in which case, all of 19 such executed duplicate counterpart originals thereof, taken together, shall be deemed to be one 20 and the same legal instrument. 21 19. NO THIRD PARTY BENEFICIARIES 22 Notwithstanding anything stated to the contrary in this Agreement, there shall not 23 be any intended third party beneficiaries to this Agreement. 24 25 26 27 28 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day 2 and year first hereinabove written. 3 4 5 6 7 8 9 10 11 12 13 14 15 16 K.W.P.H. ENTERPRISES, dba AMERICAN AMBULANCE By~ President, K.W.P.H. Enterprises 17 Chief Financial Officer or Corporate 18 Secretary to K.W.P.H. Enterprises 19 d.b.a. American Ambulance, 20 a California Corporation 21 22 Mailing Address: 23 2911 E. Tulare St. 24 Fresno, CA 93721 25 PLEASE SEE ADDITIONAL 26 SIGNATURE PAGE ATTACHED 27 /// 28 /// 29 COUNTY OF FRESNO Fresno, California 14 COUNTY OF FRESNO JL~.l_ By ______________________ _ Chairman, Board of Supervisors Date: ~ &d .. ~\ BERNICE E. SEIDEL, Clerk Board of Supervisors COUNTY OF FRESNO Fresno, California Exhibit A Payment Date Personnel Services 1 October 2017 $179,321.00 2 January 2018 $179,321.00 3 April 2018 $179,321.00 4 July 2018 $179,321.00 COUNTY OF FRESNO Fresno, California EXHIBIT B 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 COUNTY OF FRESNO Fresno, California (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: