HomeMy WebLinkAboutAgreement A-18-374 with City of Sanger.pdfCOUNTY OF FRESNO
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EMERGENCY MEDICAL SERVICES AGREEMENT
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 the CITY OF SANGER, a Municipal Corporation, whose
address is 1700 Seventh Street, Sanger, California, 93657, hereinafter referred to as
“CONTRACTOR.”
W I T N E S S E T H:
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, the CONTRACTOR desires to provide emergency ambulance services as
authorized by law within the incorporated boundaries of the City of Sanger and within the
unincorporated area of Fresno County, all as designated in Exhibit “A”, attached hereto and by this
reference incorporated herein.
NOW, THEREFORE, the parties hereto 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, administer,
implement and evaluate an emergency medical services system in 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 the COUNTY’s Department of Public Health has the authority set forth in Health
and Safety Code Section 1798. CONTRACTOR 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 #”).
2.DUTIES OF CONTRACTOR
A.CONTRACTOR shall be responsible for furnishing services, equipment and
10th July
Agreement No. 18-374
COUNTY OF FRESNO
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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 Sanger and that certain portion of the
unincorporated area of Fresno County, which is all known as Ambulance Service Zone “I,” all shown
on Exhibit “A.”
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 regarding CONTRACTOR’s
legal authority, if any, to plan, implement, and operate 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.
B.CONTRACTOR shall maintain automatic vehicle locators in each authorized
emergency ambulance unit and authorized disaster response unit.
C.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 immediately refer
all calls for emergency medical care and ambulance services within the area set forth in Exhibit “A” to
the Fire Department of the City of Sanger 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,
COUNTY is not restricted by reason of this Agreement from entering into another agreement for
services that are the same as or similar to these provided by CONTRACTOR pursuant to this
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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, at least thirty (30) days prior to
award of such agreement.
C.COUNTY shall conduct regular reviews of CONTRACTOR compliance as
necessary to comply with applicable provisions of law.
D.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) Communications Equipment:
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.
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5.AREA SERVED
CONTRACTOR shall provide emergency medical services, on a non-exclusive basis,
upon dispatch by COUNTY and upon direct call to CONTRACTOR’s Fire Department to any location
or incident within the territory of Fresno County Ambulance Service Zone Area “I” as described in
Exhibit “A.” In addition, upon request of the COUNTY EMS Communications Center,
CONTRACTOR shall, to the extent consistent with its primary responsibility to provide emergency
medical services in the area of Exhibit “A,” render all reasonable prehospital “mutual aid” to those
providers of emergency medical services operating within the adjacent Service Zone Areas in order to
ensure that timely emergency medical services are rendered to persons in need of such services within
those areas.
6.SERVICES TO BE PROVIDED AND PERFORMANCE STANDARDS
A.CONTRACTOR shall provide appropriate ambulance, paramedic, and medical
equipment and support personnel in order to furnish “Advanced Life Support”, (ALS) and “Basic Life
Support” (BLS) services to persons within the area defined in Exhibit “A” 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
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The Metropolitan Response Area is defined as that area within the
corporate limits of the City of Sanger plus an area within one (1) statutory mile of said corporate
limits, which is described in Exhibit “B”, attached hereto and incorporated herein by 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
reference.
3)Wilderness Response Area
For each calendar month, and for calls dispatched to locations within the
area described in Exhibit “D”, attached hereto and incorporated herein by this reference, and herein
collectively called the Wilderness Response Area, CONTRACTOR shall have an emergency
ambulance at scene within the appropriate response time requirements:
4)Response Time Performance Standards
Response time standards for the abovementioned areas are defined in
Exhibit “E”, attached hereto and by this reference incorporated herein.
5) The COUNTY Department of Public Health may, upon receipt of a
written request from the CONTRACTOR, exempt the CONTRACTOR from late responses for those
calls where geographical limitations exist when the CONTRACTOR responds from post locations
dictated by the CONTRACTOR’s normal stationing of ambulances or system status plan so long as
the CONTRACTOR has otherwise adhered to operational and performance standards of the County
EMS Policy and Procedure Manual. Any calls so exempted shall be exempt from the inclusion of the
determination of compliance with response time requirements herein.
6) 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
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Agreement. Therefore, a deficiency or an error by CONTRACTOR in one or more phases of its
operations 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. 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. 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 (i.e., 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
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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).
i)“At Scene”
At scene shall be defined as the moment when an appropriately staffed and equipped ambulance arrives at
or within 100 feet of the scene of the incident. In instances where the emergency ambulance unit
responds to a location other than the scene (e.g., staging area), arrival “at scene” shall be the time such
unit arrives at, or is within one hundred (100) feet of, the designated staging location. The arrival of a
non-transport advanced life support (paramedic) unit, alone, will not satisfy the response time standard.
Nor will the arrival of a BLS unit, on a call requiring the response of a paramedic ambulance, satisfy the
response time standard. However, the combined response of these two (2) types of units would satisfy the
response time standard based upon the arrival of both units at the scene. Response time measurement, in
such a case, would be based upon the arrival time of the later arriving unit.
7)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”.
8) 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.
Crew Response Phase (Priorities 1, 2, 3 and 4)
For requests for immediate responses (Priorities 1 and 2) and urgent
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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.
9)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 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.
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When CONTRACTOR utilizes BLS ambulances as a part of a multi-tiered system,
and when, 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)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 and staffed at the BLS-defibrillation level.
10) CONTRACTOR shall make (and shall maintain for 180 days) a tape
recorded copy of all requests for medical aid through the designated public safety answering point.
11)CONTRACTOR shall, consistent with the COUNTY EMS Policies
and Procedures, develop, collect, maintain and transmit data regarding its delivery of services
hereunder.
12)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.
13)CONTRACTOR shall make and maintain radio contact with the
COUNTY EMS Communications Center on the COUNTY EMS Med-Net System for the purpose of
tracking, coordinating, and data collection.
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14)CONTRACTOR agrees to provide an internal quality improvement
program, which adheres to the COUNTY EMS Policies and Procedures.
7.EQUIPMENT AND PERSONNEL
CONTRACTOR shall furnish, operate, maintain and replace, as necessary, any and all
items of equipment, apparatus and supplies, whether real, personal, or otherwise, and qualified
personnel as may be necessary to fulfill its obligations under this Agreement. As between the parties
hereto, title to all such equipment, apparatus and supplies furnished by CONTRACTOR, under this
Agreement shall remain at all times in CONTRACTOR, and personnel assigned by CONTRACTOR
to the performance of this Agreement are and shall remain employees or contractors of the
CONTRACTOR.
8.INDEPENDENT CONTRACTOR
In order to establish that COUNTY is not a co-employer of CONTRACTOR’s officers,
agents or employees, the parties agree to the provisions of this Section 8.
In performance of the work, duties, and obligations assumed by CONTRACTOR under
this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of
CONTRACTOR’s officers, agents, and employees, will at all times be acting and performing as an
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. 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,
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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. The only compensation payable by COUNTY to CONTRACTOR for CONTRACTOR’s
performance of its services under this Agreement is as follows:
B.COUNTY shall provide monetary compensation to CONTRACTOR for the
satisfactory performance of its services as provided, herein.
1) Monetary Compensation
a)COUNTY shall pay to CONTRACTOR a monthly lump-payment
of Two Thousand Eight Hundred Twelve and 50/100 Dollars ($2,812.50) for estimated dry runs and
uncollectible charges. The total maximum monetary compensation payable under this agreement for
estimated dry runs and uncollectible charges for each year shall not exceed Thirty-three Thousand
Seven Hundred Fifty and No/100 Dollars ($33,750.00).
b)The total maximum monetary compensation payable under this
agreement shall not exceed Thirty-three Thousand Seven Hundred Fifty and No/100 Dollars
($33,750.00).
c) 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.
COUNTY shall have the discretion to pursue any and all
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collection efforts for the compromise and settlement of such accounts. COUNTY shall retain any and
all revenues it receives on such accounts and shall have no obligation to pay to CONTRACTOR any
portion of such revenues collected.
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.d) COUNTY shall have no obligation to
compensate CONTRACTOR for services under this Agreement other than as stated above. The
parties agree that the amounts stated above are inclusive of and fulfill any obligation COUNTY may
have, if any, presently or at any time during the term of this Agreement, to compensate, reimburse, or
otherwise pay CONTRACTOR for emergency medical services provided to medically-indigent
persons.
10.AUDITS AND INSPECTIONS
The CONTRACTOR shall at any time during business hours, and as often as the COUNTY
may deem necessary, make available to the COUNTY for examination all of its records and data with
respect to the matters covered by this Agreement. The CONTRACTOR shall, upon request by the
COUNTY, permit the COUNTY to audit and inspect all of such records and data necessary to ensure
CONTRACTOR'S compliance with the terms of this Agreement.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be
subject to the examination and audit of the Auditor General 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 Two Million
Dollars ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000).
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This policy shall be issued on a per occurrence basis. County may require specific coverage including
completed operations, product liability, contractual liability, Explosion-Collapse-Underground (XCU),
fire legal liability or any other liability insurance deemed necessary because of the nature of the
contract.
B.Automobile Liability
Comprehensive Automobile Liability Insurance with a combined single limit of
not less One Million Dollars ($1,000,000) per accident. Coverage should include owned and non-
owned vehicles used in connection with this Agreement.
C.Professional Liability
Professional Liability Insurance (Errors and Omissions) with limits of not less
than One Million Dollars ($1,000,000) per occurrence, Three Million Dollars ($3,000,000) annual
aggregate.
D.Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the
California Labor Code.
E.Cyber Liability
Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations
as is undertaken by CONTRACTOR in this agreement and shall include, but not be limited to, claims
involving infringement of intellectual property, including but not limited to infringement of
copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or
destruction of electronic information, release of private information, alteration of electronic
information, extortion and network security. The policy shall provide coverage for breach response
costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits
sufficient to respond to these obligations.
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
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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 Sections – 6th Floor, stating that such insurance coverage
have been obtained and are in full force; that the County of Fresno, its officers, agents and employees
will not be responsible for any premiums on the policies; that such Commercial General Liability
insurance names the County of Fresno, its officers, agents and employees, individually and
collectively, as additional insured, but only insofar as the operations under this Agreement are
concerned; that 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.
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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 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 under
this Agreement. The foregoing 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 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
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aforesaid operations of the indemnifying party, regardless of whether or not the
insurance policies or Central San Joaquin Valley Risk Management Authority
(CSJVRMA) 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
The term of this Agreement shall be for a period of one (1) year, commencing on July 1, 2018
through and including June 30, 2019.
14.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 government agency. Should sufficient funds not be allocated, the
services provided may be modified, or this Agreement terminated, at any time
by giving the CONTRACTOR thirty (30) days advance written notice.
B.Breach of Contract - The COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of the COUNTY
there is:
1)An illegal or improper use of funds;
2)A failure to comply with any term of this Agreement;
3)A substantially incorrect or incomplete report submitted to the
COUNTY;
4)Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of
any breach of this Agreement or any default which may then exist on the part of the CONTRACTOR.
Neither shall such payment impair or prejudice any remedy available to the COUNTY with respect to the
breach or default. The COUNTY shall have the right to demand of the CONTRACTOR the repayment to
the COUNTY of any funds disbursed to the CONTRACTOR under this Agreement, which in the
judgment of the COUNTY were not expended in accordance with the terms of this Agreement. The
CONTRACTOR shall promptly refund any such funds upon demand.
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C. Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by COUNTY upon the giving of thirty (30) days
advance written notice of an intention to terminate to CONTRACTOR.
15. NON-DISCRIMINATION
During the performance of this Agreement, CONTRACTOR shall not unlawfully
discriminate against any employee or applicant for employment, or recipient of services, because of
race, 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, military or veteran status, pursuant to all applicable State of California and Federal
statutes and regulations.
16. 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
required in order for it to be able to commence or resume performance of its obligations under this
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Agreement.
D.“Force Majeure” is defined as an Act of God, act of public enemy, war, and other
extraordinary causes not reasonably within the control of either of the parties hereto.
17.GOVERNING LAW
Venue for any action arising out of or related to this Agreement shall only be in Fresno
County, California.
The rights and obligations of the parties and all interpretations and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
18.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, including all Health Insurance Portability Accounting Act (HIPAA) regulations.
19.NOTICES: The persons and their addresses having authority to give and receive notices
under this Agreement include the following:
COUNTY CITY
Director, County of Fresno City of SangerDepartment of Public Health Attn: City ManagerP.O. Box 11867 1700 7th StreetFresno, CA 93775 Sanger, CA 93657
All notices between the COUNTY and CONTRACTOR provided for or permitted
under this Agreement must be in writing and delivered either by personal service, by first-class United
States mail, by an overnight commercial courier service, or by telephonic facsimile transmission. A notice
delivered by personal service is effective upon service to the recipient. A notice delivered by first-class
United States mail is effective three COUNTY business days after deposit in the United States mail,
postage prepaid, addressed to the recipient. A notice delivered by an overnight commercial courier service
is effective one COUNTY business day after deposit with the overnight commercial courier service,
delivery fees prepaid, with delivery instructions given for next day delivery, addressed to the recipient. A
notice delivered by telephonic facsimile is effective when transmission to the recipient is completed (but, if
such transmission is completed outside of COUNTY business hours, then such delivery shall be deemed to
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be effective at the next beginning of a COUNTY business day), provided that the sender maintains a
machine record of the completed transmission. For all claims arising out of or related to this Agreement,
nothing in this section establishes, waives, or modifies any claims presentation requirements or procedures
provided by law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the
Government Code, beginning with section 810).
20.MODIFICATION: Any matters of this Agreement may be modified from time to
time by the written consent of all the parties without, in any way, affecting the remainder.
21.NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this
Agreement nor their rights or duties under this Agreement without the prior written consent of the other
party.
22.ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the CONTRACTOR and
COUNTY with respect to the subject matter hereof and supersedes all previous Agreement negotiations,
proposals, commitments, writings, advertisements, publications, and understanding of any nature
whatsoever unless expressly included in this Agreement.
///
///
2 hereinabovewritten.
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18 . 1700 7th Street
Sanger, CA 93657
Attomey
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FOR ACCOUNTING USE ONLY:
ORG No.: 56201695
24 Account No.:7295
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€0:CJNTY OF FRESNO
· a1rpfason ofthe Board of ie County of Fresno
. ATTEST:
B~iliiciE. Seidel . ,
Ciff~f;pftl1~}~odrd QfStipecyj~ots•
· °t:ouhtY:of:Fresno, State of Cajifomia
·By: d ... ~.·, ~~· _. ~--'----'---
~uty
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Fresrio 1 CA