HomeMy WebLinkAboutAgreement A-18-014 with KWPH Enterprises (Laton Fire).pdfAGREEMENT 1
2
3
4
5
6
THIS AGREEMENT is made and entered into this ___ day of ______ , 2018, 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."
7 W I T N E S S E T H:
8 WHEREAS, COUNTY's Emergency Medical Services ("EMS") Communications Center is
9 staffed and operated by CONTRACTOR through that certain Emergency Medical Services Provider
10 Agreement for Emergency Ambulance Service and Advanced Life Support (Paramedic) Ambulance
11 Service dated May 16, 2017 (COUNTY Agreement No. A-17-218, the "EMS PROVIDER
12 Agreement"), by and between COUNTY and PROVIDER; and
13 WHEREAS, Laton Community Service District ('"DISTRICT") desires to receive dispatching
14 services for fire suppression calls, which may include dispatching of non-transport first responder
15 services, (collectively, ·'FIRE Dispatching Services") from COUNTY's EMS Communications
16 Center; and
1 7 WHEREAS, CONTRACTOR desires to provide dispatching services for DISTRICT; and
18 WHEREAS, it is to the mutual benefit and in the best interest of the DISTRICT and COUNTY,
19 and the parties hereto, to combine EMS dispatching services and FIRE Dispatching Services for the
2 0 purpose of providing improved services to the public; and
21 WHEREAS, it is a goal of COUNTY and DISTRICT to consolidate dispatching services in
2 2 Fresno County; and
23 WHEREAS, it has been determined by DISTRICT and COUNTY that there is a need to provide
24 FIRE Dispatching Services through a centralized and combined effort by COUNTY's EMS
2 5 Communications Center; and
26 WHEREAS, DISTRICT and COUNTY entered into an agreement (No. 16-391) which will
2 7 continue the provision of FIRE Dispatching Services by COUNTY (the "DISTRICT-COUNTY
2 8 Agreement"); and
- 1 -U ll:NTY 01· FRESNO
Fresno, Cr\
Agreement No. 18-014
9th January
1 WHEREAS, CONTRACTOR is willing to facilitate the DISTRICT-COUNTY Agreement by
2 entering into this Agreement.
3 NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties
4 hereto agree as follows:
5
6
7
8
1. SERVICES
A. Subject to DISTRICT timely paying COUNTY for FIRE Dispatching Services
under the DISTRICT-COUNTY Agreement:
(1) COUNTY shall obtain and maintain dispatching equipment, hardware,
9 software (including software licenses), and other technologies, which will be utilized for the triage and
10 entry of information for FIRE Dispatching Services in COUNTY's EMS Communications Center
11 computer aided dispatch ("CAD") system, in connection with CONTRACTOR's performance of FIRE
12 Dispatching Services under this Agreement; and
13 (2) COUNTY shall be responsible for selection, configuration, installation,
14 and maintenance of all dispatching equipment, hardware, software and other technologies associated
15 with this Agreement. All dispatching equipment, hardware, software (including software licenses), and
16 other technologies purchased and/or obtained through this Agreement shall be the sole property of
17 COUNTY.
18 (3) CONTRACTOR shall provide FIRE Dispatching Services requiring
19 responses by DISTRICT apparatuses as follows:
20
21
22
23
24
25
26
27
28
(a) CONTRACTOR shall provide all FIRE Dispatching Services in
accordance with DISTRICT's Policies and Procedures ("DISTRICT's Policies and Procedures"),
which shall be approved by COUNTY's EMS Director, or his or her designee (the "COUNTY's
Representative").
(b) CONTRACTOR shall dispatch DISTRICT's apparatuses through
DISTRICT's radios and electronic communications, and in accordance with DISTRICT'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 DISTRICT's Policies and Procedures
- 2 -COUNTY OF FRESNO
Fresno, C,\
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
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 DISTRICT 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 DISTRICT's Policies and Procedures approved by COUNTY's Representative.
(e) CONTRACTOR shall track all activity of DISTRICT's apparatus
responses utilizing the COUNTY's EMS Communications Center CAD system.
(f) CONTRACTOR shall provide one (1) radio operator for
dispatching of DISTRICT'S apparatuses twenty-four (24) hours a day, seven (7) days a week.
DISTRICT understands that the radio operator is not dedicated for the sole purpose of DISTRICT 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 DISTRICT's on-duty fire administration
as needed.
(h) CONTRACTOR shall maintain an up-to-date manual of
18 DISTRICT's Policies and Procedures (approved by COUNTY's Representative, as provided herein) for
19 all dispatch staff, and shall provide for training and continuing education of dispatch staff as needed.
20
21
22
23
24
25
26
27
28
(i) The goal for CONTRACTOR's immediate dispatch of a fire
apparatus, in accordance with DISTRICT 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.
- 3 -COUNTY OF FRESNO
11rc,no, C\
1 It is understood, because of the dynamic nature of emergency services, there are situations
2 when the sixty (60) second dispatch goal may not be achieved. Examples of these situations include, but
3 are not limited to:
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
B.
1.
2.
3.
4.
5.
Calls not received through the 9-1-1 telephone system.
Calls that do not immediately geo-verify in the CAD.
Calls in which the public safety answering points (PSAP)
dispatcher does not immediately transfer the calling party.
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).
Calls not meeting Priority 1 medical-aid criteria during initial
questioning.
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 DISTRICT pursuant to the DISTRICT-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 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 for DISTRICT through the COUNTY's EMS Communications Center.
Notwithstanding anything stated to the contrary herein, CONTRACTOR covenants,
warrants, and represents to COUNTY that
- 4 -COUNTY OF FRESNO
Fresno, C,\
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
(i)
(ii)
C.
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
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).
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 DISTRICT Policies and
2 3 Procedures to CONTRACTOR.
(2) COUNTY shall assure that all calls to DISTRICT for EMS and fire 24
25
26
suppression services are immediately transferred to COUNTY's EMS Communications Center.
(3) COUNTY agrees to provide for an internal quality improvement
2 7 program, which includes the participation of CONTRACTOR and DISTRICT.
2 8 ///
- 5 -COUNTY OJ• JillESNO
l•resno, C\
1 2. TERM
2 This Agreement shall become effective on the 1st day of January 2018 and terminate on
3 the 30th day of June, 2019, unless sooner terminated as provided herein.
4 Notwithstanding anything stated to the contrary herein, this Agreement shall
5 automatically terminate on any earlier date that the DISTRICT-COUNTY Agreement terminates.
6
7
3. TERMINATION
A. Non-Allocation of Funds -The terms of this Agreement, and the services to be
8 provided hereunder, are contingent on the approval of funds by the appropriating governmental agency,
9 provided however, should sufficient funds not be allocated, (i) the services provided may be modified
10 at any time upon the parties' mutual written agreement, or (ii) this Agreement may be terminated at any
11 time by the COUNTY giving at least sixty (60) days' advance written notice of an intention to
12 terminate to the CONTRACTOR.
13 B. Without Cause -Under circumstances other than those set forth above, this
14 Agreement may be terminated by CONTRACTOR or COUNTY upon the giving of at least sixty (60)
15 days' advance written notice of an intention to terminate to the other party.
16 C. Material Breach -Either party may terminate this Agreement at any time for
1 7 cause for the other party's material breach of its obligations herein if not less than seven (7) days'
18 advance, written notice has been given to the other party and such breach remains uncured within that
19 seven (7) day period. The party receiving such notice may respond to said notice and any charges
2 0 contained therein within that seven (7) day period. A Material Breach by CONTRACTOR, as that term
21 is defined by and used in the EMS PROVIDER Agreement under sub-heading "3. County's
22 Termination Due to Contractor's Material Brach of this Agreement" beginning on page 75, line 16
2 3 through page 79 line 5 ("Material Breach section"), which Material Breach section is incorporated
2 4 herein by reference, also shall be deemed to be a Material Breach by CONTRACTOR under this
25 Agreement. Any notice by COUNTY to CONTRACTOR ofCONTRACTOR's Material Breach under
2 6 the EMS Provider Agreement shall satisfy the requirement of COUNTY giving notice to
2 7 CONTRACTOR of a Material Breach under this Agreement without the necessity of such notice
2 8 referring to CONTRACTOR's performance under this Agreement.
- 6 -COUNTY OF J-1RESNO
Jiresno, CA
1 D. COUNTY shall compensate or provide funding to CONTRACTOR for any
2 services performed under this Agreement prior to any termination of this Agreement.
3 Ill
4
5
4. COMPENSATION FOR SERVICES
A. For CONTRACTOR'S performance of FIRE Dispatching Services herein,
6 COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive a quarterly lump-sum
7 payment of Five Hundred Sixty-Three and 50/100 Dollars ($563.50) pursuant to Exhibit A, attached
8 hereto and incorporated herein by this reference. The quarterly lump-sum payment shall be paid for the
9 performance of services as stated in this contract only while the Agreement with American Ambulance
10 (Agreement No. A-17-218) is still in effect. In no event shall compensation for CONTRACTOR'S
11 performance of FIRE Dispatching Services under this Agreement be in excess of Three Thousand Nine
12 Hundred Forty-four and 50/100 Dollars ($3,944.50).
13 B. COUNTY' s obligation to compensate CONTRACTOR herein is subject to
14 COUNTY receiving sufficient and timely payments of funds from DISTRICT under the DISTRICT-
15 COUNTY Agreement. Subject to the foregoing sentence, COUNTY, promptly following COUNTY's
16 receipt of such DISTRICT funds, shall pay CONTRACTOR no later than the fifteenth (15th) day of the
1 7 month in which the services are provided by CONTRACTOR without the necessity of CONTRACTOR
18 submitting invoices to COUNTY. All payments shall be remitted to CONTRACTOR at the following
19 address: American Ambulance, 2911 East Tulare Street, Fresno, CA 93 721.
20
21
5. INDEPENDENT CONTRACTOR
A. In performance of the work, duties, and obligations assumed by CONTRACTOR
2 2 under this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all
2 3 of CONTRACTOR' s officers, agents, and employees will at all times be acting and performing as an
2 4 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
2 5 employee, joint venture, partner, or associate of COUNTY. Furthermore, COUNTY shall have no right
2 6 to control or supervise or direct the manner or method by which CONTRACTOR shall perform its
2 7 work and function, except for CONTRACTOR's compliance with DISTRICT's Policies and
2 8 Procedures, herein. However, COUNTY shall retain the right to administer this Agreement so as to
-7 -COUNTY OF FRESNO
Fresno, C\
1 verify that CONTRACTOR is performing its obligations in accordance with the terms and conditions
2 thereof. CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the
3 rules and regulations, if any, of governmental authorities having jurisdiction over matters which are
4 directly or indirectly the subject of this Agreement.
5 B. Because of its status as an independent contractor, CONTRACTOR shall have
6 absolutely no right to employment rights and benefits available to COUNTY employees.
7 CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees
8 all legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and
9 save COUNTY harmless from all matters relating to payment of CONTRACTOR's employees,
10 including compliance with Social Security, withholding, and all other regulations governing such
11 matters. It is acknowledged that during the term of this Agreement, CONTRACTOR may be providing
12 services to others unrelated to COUNTY or to this Agreement.
13 6. MODIFICATION
14 Any matters of this Agreement may be modified from time to time by the written
15 consent of all the parties hereto without, in any way, affecting the remainder.
16
17
7. HOLD-HARMLESS
A. CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY's
18 request, defend COUNTY, including their respective officers, agents, and employees from any and all
19 costs and expenses (including attorneys' fees and costs), damages, liabilities, claims, and losses
2 0 occurring or resulting to COUNTY ( as applicable) in connection with the performance, or failure to
21 perform, by CONTRACTOR, including its officers, agents, or employees under this Agreement, and
22 from any and all costs and expenses (including attorneys' fees and costs), damages, liabilities, claims,
2 3 and losses occurring or resulting to any person, firm, or corporation who may be injured or damaged by
2 4 the performance, or failure to perform, of CONTRACTOR, including its officers, agents, or employees
2 5 under this Agreement.
26 B. COUNTY agrees to indemnify, save, hold harmless, and at CONTRACTOR's
2 7 request, defend CONTRACTOR, including its officers, agents, and employees from any and all costs
2 8 and expenses (including attorneys' fees and costs), damages, liabilities, claims, and losses occurring or
- 8 -COUNTY OF 1-'RESNO
Jircsno, CA
1 resulting to CONTRACTOR in connection with the performance, or failure to perform, by COUNTY,
2 including their respective officers, agents, or employees under this Agreement, and from any and all
3 costs and expenses (including attorneys' fees and costs), damages, liabilities, claims, and losses
4 occurring or resulting to any person, firm, or corporation who may be injured or damaged by the
5 performance, or failure to perform, of COUNTY, including their respective officers, agents, or
6 employees under this Agreement.
7 C. In the event of concurrent negligence on the part of CONTRACTOR or any of its
8 officers, agents or employees, and of COUNTY or any of their respective officers, agents, or
9 employees, the liability for any and all such claims, demands and actions in law or equity for such costs
10 and expenses (including attorneys' fees and costs), damages, and losses shall be apportioned under the
11 State of California's theory of comparative negligence as presently established or as may be modified
12 hereafter.
13
14 8.
D. This Section 7 shall survive termination or expiration of this Agreement.
INSURANCE
15 CONTRACTOR shall obtain and maintain, at all times, insurance coverages, with such
16 policies, and in such amounts, as are provided in the EMS Provider Agreement. The parties hereto
1 7 agree that the Section 11. Insurance provision of the EMS Provider Agreement (including any future
18 amendments thereto) shall and will be incorporated herein by this reference, as though each and every
19 of such terms in the aforementioned Section 11. Insurance provision are set forth herein below.
2 0 CONTRACTOR's failure to maintain all such insurance coverages shall be deemed to be a material
21 breach of this Agreement.
22 9. CONFIDENTIALITY
2 3 All services performed by CONTRACTOR under this Agreement and any information
2 4 CONTRACTOR creates, receives, or maintains pertaining to protected health information shall be in
2 5 strict conformance with all applicable Federal, State of California and/or local laws and regulations
2 6 relating to confidentiality, including but not limited to all Health Insurance Portability and
2 7 Accountability Act (HIP AA) regulations.
28 10. NON-DISCRIMINATION
- 9 -COUNTY CW I<'RESNO
I<'rcsno, C:1\
1
2
3
4
5
6
7
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, religious creed, color, national origin, ancestry, physical disability, mental disability, medical
condition, genetic information, marital status, sex, gender, gender identity, gender expression, age,
sexual orientation, or military or veteran status pursuant to all applicable State of California and
Federal statutes and regulations.
11. DISCLOSURE OF SELF-DEALING TRANSACTIONS
8 This provision is only applicable if the CONTRACTOR is operating as a corporation (a
9 for-profit or non-profit corporation) or if during the term of this agreement, the CONTRACTOR
10 changes its status to operate as a corporation.
11 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing
12 transactions that they are a party to while CONTRACTOR is providing goods or performing services
13 under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR
14 is a party and in which one or more of its directors has a material financial interest. Members of the
15 Board of Directors shall disclose any self-dealing transactions that they are a party to by completing
16 and signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit B and
1 7 incorporated herein by reference, and submitting it to the COUNTY prior to commencing with the self-
18 dealing transaction or immediately thereafter.
19
20
12. RECORDS
A. Each party shall maintain its books, accounts and records in connection with the
21 respective services referred to under this Agreement. CONTRACTOR's books, accounts and records
2 2 of such services under this Agreement ('"CONTRACTOR's Records") shall be kept separate and apart
2 3 from CONTRACTOR's other books, accounts and records of services kept in connection with the EMS
2 4 PROVIDER Agreement, and any other agreement entered into or approved by COUNTY. All
2 5 CONTRACTOR's Records shall be prepared and kept by CONTRACTOR in an organized manner
2 6 that facilitates an efficient review of the costs incurred and funds received in order to give COUNTY a
2 7 complete and clear understanding of the accounting thereof. All of such CONTRACTOR' s Records
28
-10 -COUN'lY OF FRESNO
Fresno, C\
1 shall be subject to public disclosure as provided in the California Public Records Act, Government
2 Code §§ 6250, et.seq.
3
4
5
6
7
8
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.
13. AUDITS AND INSPECTIONS
A. Each party shall at any time during business hours, and as often as the other party
9 may deem necessary, make available to the other party for examination all of the former party's records
10 and data with respect to the matters covered by this Agreement. Each party shall, upon request by the
11 other party, permit the other party to audit and inspect all such records and data necessary to ensure the
12 former party's compliance with the terms of this Agreement.
13
14
15
16
17
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).
14. FORCE MAJEURE
A. If either party hereto is rendered unable, wholly or in part, by Force Majeure to
18 carry out its obligations under this Agreement, that party shall give to the other party hereto prompt
19 written notice of the Force Majeure with full particulars relating thereto. Thereupon, the obligations
2 0 of the party giving the notice, so far as they are affected by the Force Majeure, shall be suspended
21 during, but no longer than, the continuance of the Force Majeure, except for a reasonable time
2 2 thereafter required to resume performance.
23 B. During any period in which either party hereto is excused from performance by
2 4 reason of the occurrence of an event of Force Majeure, the party so excused shall promptly,
2 5 diligently, and in good faith take all reasonable action required in order for it to be able to promptly
2 6 commence or resume performance of its obligations under this Agreement. Without limiting the
2 7 generality of the foregoing, the party so excused from performance shall, during any such period of
2 8 Force Majeure, take all reasonable action necessary to terminate any temporary restraining order or
-11 -COUNTY OF fl{ESNO
hesno, CA
1 preliminary or permanent injunctions to enable it to so commence or resume performance of its
2 obligations under this Agreement.
3 C. The party whose performance is excused due to the occurrence of an event of
4 Force Majeure shall, during such period, keep the other party hereto notified of all such actions
5 required in order for it to be able to commence or resume performance of its obligations under this
6 Agreement.
7 D. "Force Majeure" is defined as an Act of God, act of public enemy, war, and other
8 extraordinary causes not reasonably within the control of either of the parties hereto.
9
10
15. NOTICES
A. The persons having authority to give and receive notices under this Agreement
11 and their addresses include the following:
12
13
14
15
16
17
COUNTY
Director, County of Fresno
Department of Public Health
P.O. Box 11867
Fresno, CA 93775
CONTRACTOR
American Ambulance
Attn: President
2911 East Tulare Street
Fresno, CA 93721
B. Any and all notices between COUNTY and CONTRACTOR provided for or
18 permitted under this Agreement or by law shall be in writing and shall be deemed duly served when
19 personally delivered to one of the parties hereto, or in lieu of such personal service, when deposited in
2 0 the United States Mail, postage prepaid, addressed to such party, except for notices of termination,
21 which are effective upon receipt. Notices under this Agreement are not modifications to this
2 2 Agreement.
23
24
16. GOVERNING LAW
A. The parties hereto agree, that for the purposes of venue, performance under this
2 5 Agreement is to be in Fresno County, California.
26 B. The rights and obligations of the parties hereto and all interpretation and
2 7 performance of this Agreement shall be governed in all respects by the laws of the State of California.
28 17. SEVERABILITY
-12 -C:OUN'!Y OF FRESNO
l•resno, CA
1 The provisions of this Agreement are severable. The invalidity or unenforceability of
2 any one provision in the Agreement shall not affect the other provisions.
3 18. ENTIRE AGREEMENT
4 This Agreement constitutes the entire agreement between COUNTY and
5 CONTRACTOR with respect to the subject matter hereof and supersedes all previous agreement
6 negotiations, proposals, commitments, writings, advertisements, publications, and understandings of
7 any nature whatsoever unless expressly included in this Agreement. CONTRACTOR acknowledges
8 that COUNTY detrimentally relies upon each and every of CONTRACTOR's covenants, warranties
9 and representations made herein to COUNTY. This Agreement may be executed in several counterparts
1 0 by the parties hereto, in which case, all of such executed duplicate counterpart originals thereof, taken
11 together, shall be deemed to be one and the same legal instrument.
12 19. NO THIRD PARTY BENEFICIARIES
13 Notwithstanding anything stated to the contrary in this Agreement, there shall not be any
14 intended third party beneficiaries to this Agreement.
15 Ill
16 Ill
1 7 Ill
18 Ill
19 Ill
2 O Ill
21 Ill
22 Ill
2 3 Ill
2 4 Ill
2 5 Ill
2 6 Ill
2 7 Ill
2 8 Ill
-13 -COUNTY OF FRESNO
Fresno, C:1\
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
2 year first hereinabove written.
3
4
5
6
7
8
9
10
CONTRACTOR:
K.W.P.H. ENTERPRISES, dba
AMERICAN AMBULANCE
-~-By. ~~.---~=-~ -
President, K. W .P.H. Enterprises
Print Name: Todd Valeri
COUNTY OF FRESNO
Sal uintero,
Chairman oft e oard of Supervisors of
the County of Fresno
11 ~.L~---~ Date: ~pp,uOq'~ii
12 By~c,,,.c;L/-=--,,~~--...c------
13 ATTEST:
14 Title: Corporate Secretary
15 (Chief Financial Officer or Corporate
Secretary to K.W.P.H. Enterprises)
16
17
18
19
20
21
22
23
24
25
26
27
28
Date: //-Z 1-/7-
Mailing Address:
2911 E. Tulare St.
Fresno, CA 93721
Fund/Subclass:
Organization#:
Account#:
0001/10000
56201693
7295
-14 -
Bernice E. Seidel
Clerk to the Board of Supervisors
County of Fresno, State of California
COUNTY OF FRESNO
Fresno, Cr\
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Qtr
1
2
3
4
5
6
7
EXHIBIT A
Date Due
01/01/2018
04/01/2018
07/01/2018
10/01/2018
01/01/2019
04/01/2019
07/01/2019
-15 -
Amount
$563.50
$563.50
$563.50
$563.50
$563.50
$563.50
$563.50
COUNTY OF FRESNO
Fresno, CA
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
EXHIBITS
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. 11
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).
-16 -COUNTY OF FRESNO
11rcsno, C\
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
(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):
(S) Authorized Signature
Signature: I Date:
-17 -
I
COUNTY OF FRESNO
1-'rc~no, C1\