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HomeMy WebLinkAboutAgreement A-18-429 with American Ambulance.pdf1 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 A G R E E M E N T 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.” W I T N E S S E T H: WHEREAS, COUNTY’s Emergency Medical Services (“EMS”) Communications Center is staffed and operated by CONTRACTOR through that certain Emergency Medical Services Provider Agreement for Emergency Ambulance Service dated May 16, 2017 (COUNTY Agreement No. A-17-218, the “EMS PROVIDER Agreement”), including amendments by and between COUNTY and PROVIDER; and WHEREAS, the City of Fresno (“CITY”) receives calls requesting both fire suppression services and EMS and transfers those calls to COUNTY’s EMS Communications Center for dispatching the appropriate emergency ambulances and fire equipment; and WHEREAS, CITY’s FIRE Department (“FIRE”) continues to desire to receive dispatching services for fire suppression calls, which may include dispatching of non-transport first responder services, (collectively, “FIRE Dispatching Services”) from COUNTY’s EMS Communications Center; and WHEREAS, it is to the mutual benefit and in the best interest of the CITY and COUNTY, and the parties hereto, to combine EMS dispatching services and FIRE Dispatching Services for the purpose of providing improved services to the public; and WHEREAS, it is a goal of COUNTY and CITY to consolidate dispatching services in Fresno County; and WHEREAS, it has been determined by CITY and COUNTY that there is a need to provide EMS dispatching services and FIRE Dispatching Services through a centralized and 7th August Agreement No. 18-429 2 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 combined effort by COUNTY’s EMS Communications Center and FIRE; and WHEREAS, CITY and COUNTY intend to enter into an agreement which will continue the provision of FIRE Dispatching Services by COUNTY (the “CITY-COUNTY Agreement”); and WHEREAS, CONTRACTOR is willing to facilitate the CITY-COUNTY Agreement by entering into this Agreement. NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties hereto agree as follows: 1.SERVICES A.Subject to CITY timely paying COUNTY for FIRE Dispatching Services (defined in Section 4.A. of the CITY-COUNTY Agreement) under the CITY-COUNTY Agreement: (1)COUNTY shall obtain and maintain dispatching equipment, hardware, software (including software licenses), and other technologies, which will be utilized for the triage and entry of information for FIRE Dispatching Services in COUNTY’s EMS Communications Center computer aided dispatch (“CAD”) system, in connection with CONTRACTOR’s performance of FIRE Dispatching Services under this Agreement; and (2)COUNTY shall be responsible for selection, configuration, installation, and maintenance of all dispatching equipment, hardware, software and other technologies associated with this Agreement. All dispatching equipment, hardware, software (including software licenses), and other technologies purchased and/or obtained through this Agreement shall be the sole property of COUNTY. (3)CONTRACTOR, shall provide FIRE Dispatching Services requiring responses by FIRE apparatuses as follows: (a)CONTRACTOR shall provide all FIRE Dispatching Services in accordance with FIRE’s Policies and Procedures (“FIRE’s Policies and Procedures”), which shall be approved by COUNTY’s EMS Director, or his or her designee (the “COUNTY’s 3 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 Representative”). (b)CONTRACTOR shall dispatch FIRE’s apparatuses through CITY’s radios and electronic communications, and in accordance with FIRE’s Policies and Procedures approved by COUNTY’s Representative. (c)CONTRACTOR shall provide pre-arrival instructions to callers requesting fire suppression service responses in accordance with FIRE’s Policies and Procedures approved by COUNTY’s Representative. (d)CONTRACTOR shall provide inter-agency coordination regarding requests for fire suppression service, mutual aid and instant aid services, and order specialized fire equipment from CITY or other agencies (e.g., hazardous materials equipment, or “jaws of life”) which may be needed to handle an incident, and perform other related duties in accordance with FIRE’s Policies and Procedures approved by COUNTY’s Representative. (e)CONTRACTOR shall track all activity of FIRE’s apparatuses responses utilizing the COUNTY’s EMS Communications Center CAD system. (f)CONTRACTOR shall provide one (1) designated radio operator who is dedicated to dispatching FIRE’s apparatuses, and who will also provide uninterrupted backup dispatcher coverage as necessary through all other on-duty operators at COUNTY’s EMS Communications Center that are providing dispatching services within Fresno County. CONTRACTOR shall provide that dispatch staff shall receive emergency fire dispatch training. (g)CONTRACTOR shall provide that a minimum of one (1) dispatch supervisor shall be on duty at COUNTY’s EMS Communications Center twenty-four (24) hours a day, seven (7) days a week. The supervisor shall be available to CITY’s on-duty fire administration as needed. (i)CONTRACTOR shall maintain an up-to-date manual of FIRE’s Policies and Procedures (approved by COUNTY’s Representative, as provided herein) for all dispatch staff, and shall provide for training and continuing education of dispatch staff as 4 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 needed. (j)CONTRACTOR shall assist COUNTY with compliance monitoring software that monitors real-time compliance of dispatch and provides appropriate reporting as needed by COUNTY. (k)CONTRACTOR shall be an active participant in the Fire Dispatch Continuous Quality Improvement (CQI) Committee. (l)The goal for the immediate dispatch of a fire apparatus, in accordance with FIRE approved dispatch protocols, and excluding multiple unit responses, reassigned responses and other situations beyond the COUNTY’s EMS Communications Center control, shall be sixty (60) seconds. The dispatch time will be measured from the time the telephone is answered by the call taker to the time the first fire apparatus is alerted to the incident either by radio, telephone, pager, or station alerting device. A review shall occur for all cases in which dispatches are over ninety (90) seconds and results will be evaluated for improvement opportunities by the Fire Dispatch Continuous Quality Improvement (CQI) Committee. It is understood, because of the dynamic nature of emergency services, there are situations when the sixty (60) second dispatch goal may not be achieved. Examples of these situations include, but are not limited to: 1.Calls not received through the 9-1-1 telephone system. 2.Calls that do not immediately geo-verify in the CAD. 3.Calls in which the public safety answering points (PSAP) dispatcher does not immediately transfer the calling party. 4.Calls in which the reporting party is either unable or unwilling to immediately provide all required information as part of the call taking process (i.e., non-English speaking, hysterical, or uncooperative). 5.Calls not meeting Priority 1 medical-aid criteria during 5 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 initial questioning. B.It is understood by the parties hereto that: (1) CONTRACTOR’s provision of FIRE Dispatching Services herein does not include any CONTRACTOR or COUNTY provision of fire suppression services; (2) all fire suppression services for all fire suppression calls to be dispatched by CONTRACTOR are to be provided by CITY pursuant to the CITY- COUNTY Agreement; (3) CONTRACTOR is providing FIRE Dispatching Services herein on a non-exclusive basis, (4) 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 (5) CONTRACTOR shall first obtain COUNTY’s written permission to provide any other dispatching services through the COUNTY’s EMS Communications Center. Notwithstanding anything stated to the contrary herein, CONTRACTOR covenants, warrants, and represents to COUNTY that (a) 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 (b) CONTRACTOR shall not directly or indirectly charge any costs or expenses incurred in connection with the performance of this 6 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 Agreement to any of CONTRACTOR’s other operations for or approved by COUNTY, including but not limited to CONTRACTOR’s operations in the COUNTY’s EMS Communications Center for COUNTY under the EMS PROVIDER Agreement and/or for other COUNTY-approved agencies (e.g., agencies that may be outside of Fresno County such as the County of Kings or cities or special districts, if any, within Fresno County). C.CONTRACTOR’s performance of FIRE Dispatching Services herein shall enhance CONTRACTOR’s peak load capacity, disaster readiness and overall efficiency in providing dispatching services in COUNTY’s EMS Communications Center, and shall not detract from CONTRACTOR’s performance of its obligations under the EMS PROVIDER Agreement, or any other agreement, if any, entered into or authorized by COUNTY. D.COUNTY shall perform the following functions: (1)COUNTY shall provide COUNTY-approved FIRE Policies and Procedures to CONTRACTOR. (2)COUNTY shall assure that all calls to CITY for EMS and fire suppression services are immediately transferred to COUNTY’s EMS Communications Center. (3)COUNTY agrees to provide for an internal quality improvement program, which includes the participation of CONTRACTOR and FIRE. 2.TERM The term of this Agreement shall be for a period of three (3) years, commencing on July 1, 2018 through and including June 30, 2021. 7 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 3.TERMINATION A.Non-Allocation of Funds - The terms of this Agreement, and the services to be provided hereunder, are contingent on the approval of funds by the appropriating governmental agency, provided however, should sufficient funds not be allocated, (i) the services provided may be modified at any time upon the parties’ mutual written agreement, or (ii) this Agreement may be terminated at any time by the COUNTY giving at least sixty (60) days advance written notice of an intention to terminate to the CONTRACTOR. B.Without Cause - Under circumstances other than those set forth above, this Agreement may be terminated by CONTRACTOR or COUNTY upon the giving of at least sixty (60) days advance written notice of an intention to terminate to the other party. C.Material Breach - Either party may terminate this Agreement at any time for cause for the other party’s material breach of its obligations herein if not less than seven (7) days advance, written notice has been given to the other party and such breach remains uncured within that seven (7) day period. The party receiving such notice may respond to said notice and any charges contained therein within that seven (7) day period. A “Material Breach” by CONTRACTOR, as that term is defined by and used in the EMS PROVIDER Agreement, also shall be deemed to be a material breach by CONTRACTOR under this Agreement. Any notice by COUNTY to CONTRACTOR of CONTRACTOR’s Material Breach under the EMS Provider Agreement shall satisfy the requirement of COUNTY giving notice to CONTRACTOR of a material breach under this Agreement without the necessity of such notice referring to CONTRACTROR’s performance under this Agreement. D.COUNTY shall compensate or provide funding to CONTRACTOR for any services performed under this Agreement prior to any termination of this Agreement. 4.COMPENSATION/INVOICING: COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive compensation as follows: A.For CONTRACTOR’S performance of FIRE Dispatching Services herein, 8 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 COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive compensation pursuant to Exhibit A, attached hereto and incorporated herein by this reference. In no event shall compensation for COUNTY’S performance of FIRE Dispatching Services under this Agreement be in excess of the amounts listed as follows: (1)For the period of July 1, 2018 through June 30, 2019, the amount of this Agreement shall not exceed Seven Hundred Thirty-One Thousand Six Hundred Thirty and 00/100 Dollars ($731,630.00). (2)For the period of July 1, 2019 through June 30, 2019, the amount of this Agreement shall not exceed Seven Hundred Fifty-Three Thousand Five Hundred Seventy- Nine and 00/100 Dollars (753,579.00). (3)For the period of July 1, 2020 through June 30, 2021, the amount of this Agreement shall not exceed Seven Hundred Seventy-Six Thousand, One Hundred Eighty- Six and 00/100 Dollars ($776,186.00). B.COUNTY’s obligation to compensate CONTRACTOR herein is subject to COUNTY receiving sufficient and timely payments of funds from CITY under the CITY- COUNTY Agreement. Subject to the foregoing sentence, COUNTY, promptly following COUNTY’s receipt of such CITY funds, shall pay CONTRACTOR no later than the fifteenth (15th) day of the month in which payment is due pursuant to Exhibit A without the necessity of CONTRACTOR submitting invoices to COUNTY. All payments shall be remitted to CONTRACTOR at the following address: American Ambulance, 2911 East Tulare Street, Fresno, CA 93721. 5.INDEPENDENT CONTRACTOR: 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 the 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. Furthermore, COUNTY shall have no right to control or 9 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 supervise or direct the manner or method by which CONTRACTOR shall perform its work and function. However, COUNTY shall retain the right to administer this Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof. CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating to payment of CONTRACTOR'S employees, including compliance with Social Security withholding and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, CONTRACTOR may be providing services to others unrelated to the COUNTY or to this Agreement. 6.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. 7.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. 8.HOLD HARMLESS CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any and all costs and expenses, damages, liabilities, claims, and losses occurring or resulting to COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its officers, agents, or employees under this Agreement, and from any and all costs and expenses, damages, liabilities, claims, and 10 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 losses occurring or resulting to any person, firm, or corporation who may be injured or damaged by the performance, or failure to perform, of CONTRACTOR, its officers, agents, or employees under this Agreement. 9.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, as are provided in the EMS Provider Agreement. The parties hereto agree that the provisions of the EMS Provider Agreement (including any future amendments thereto) shall and will be incorporated herein by this reference, as though each and every such of the terms are set forth herein below. CONTRACTOR’s failure to maintain all such insurance coverages shall be deemed to be a material breach of this Agreement. 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.NOTICES: The persons and their addresses having authority to give and receive notices under this Agreement include the following: 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 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 11 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 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 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). 12.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 interpretation and performance of this Agreement shall be governed in all respects by the laws of the State of California. 13.DISCLOSURE OF SELF-DEALING TRANSACTIONS This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes its status to operate as a corporation. Members of the CONTRACTOR’s Board of Directors shall disclose any self- dealing transactions that they are a party to while CONTRACTOR is providing goods or performing services under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party and in which one or more of its directors has a material 12 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 financial interest. Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit A and incorporated herein by reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or immediately thereafter. 14.FORCE MAJEURE A.If either party hereto is rendered unable, wholly or in part, by Force Majeure to carry out its obligations under this Agreement, that party shall give to the other party hereto prompt written notice of the Force Majeure with full particulars relating thereto. Thereupon, the obligations of the party giving the notice, so far as they are affected by the Force Majeure, shall be suspended during, but no longer than, the continuance of the Force Majeure, except for a reasonable time thereafter required to resume performance. B.During any period in which either party hereto is excused from performance by reason of the occurrence of an event of Force Majeure, the party so excused shall promptly, diligently, and in good faith take all reasonable action required in order for it to be able to promptly commence or resume performance of its obligations under this Agreement. Without limiting the generality of the foregoing, the party so excused from performance shall, during any such period of Force Majeure, take all reasonable action necessary to terminate any temporary restraining order or preliminary or permanent injunctions to enable it to so commence or resume performance of its obligations under this Agreement. C.The party whose performance is excused due to the occurrence of an event of Force Majeure shall, during such period, keep the other party hereto notified of all such actions required in order for it to be able to commence or resume performance of its obligations under this Agreement. D.“Force Majeure” is defined as an Act of God, act of public enemy, war, and other extraordinary causes not reasonably within the control of either of the parties hereto. 13 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 15.SEVERABILITY The provisions of this Agreement are severable. The invalidity or unenforceability of any one provision in the Agreement shall not affect the other provisions. 16.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. 1 lN WITNESS WHEREOF, the parties hereto •have executed this Agreement as of the day and year first 2 hereinabove written. 3 4 5 6 7 8 K.W.P.H. ENTERPRISES dba AMERIC AM~tlC:E- Todd Valeri, President/ CEO 9 American Ambulance 10 2911 East Tulare Street Fresno, CA 93721 11 12 13 14 15 16 17 '18 19 20 21 22 23 24 25 26 27 28 FOR ACCOUNTING USE ONLY: ORG No.: .56201693 Account No.: 7295 irperson ofthe Board of .,.,..,,~~·e County of Fresno ATTEST: Bernice]:. Seidel Clert(of the Board of .Supervisors , County of Fresno, $tate of'California By: __\t1~~.I!:!!·~~~· :Hts.t.. ___ _ ~uty 14 15 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 EXHIBIT A Payment Month Service Month Amount Aug-2018 Jul-2018 $ 60,969.16 Sep-2018 Aug-2018 $ 60,969.16 Oct-2018 Sep-2018 $ 60,969.16 Nov-2018 Oct-2018 $ 60,969.16 Dec-2018 Nov-2018 $ 60,969.16 Jan-2019 Dec-2018 $ 60,969.16 Feb-2019 Jan-2019 $ 60,969.16 Mar-2019 Feb-2019 $ 60,969.16 Apr-2019 Mar-2019 $ 60,969.16 May-2019 Apr-2019 $ 60,969.16 Jun-2019 May-2019 $ 60,969.16 Jul-2019 Jun-2019 $ 60,969.24 Aug-2019 Jul-2019 $ 62,798.25 Sep-2019 Aug-2019 $ 62,798.25 Oct-2019 Sep-2019 $ 62,798.25 Nov-2019 Oct-2019 $ 62,798.25 Dec-2019 Nov-2019 $ 62,798.25 Jan-2020 Dec-2019 $ 62,798.25 Feb-2020 Jan-2020 $ 62,798.25 Mar-2020 Feb-2020 $ 62,798.25 Apr-2020 Mar-2020 $ 62,798.25 May-2020 Apr-2020 $ 62,798.25 Jun-2020 May-2020 $ 62,798.25 Jul-2020 Jun-2020 $ 62,798.25 Aug-2020 Jul-2020 $ 64,682.16 Sep-2020 Aug-2020 $ 64,682.16 Oct-2020 Sep-2020 $ 64,682.16 Nov-2020 Oct-2020 $ 64,682.16 Dec-2020 Nov-2020 $ 64,682.16 Jan-2021 Dec-2020 $ 64,682.16 Feb-2021 Jan-2021 $ 64,682.16 Mar-2021 Feb-2021 $ 64,682.16 Apr-2021 Mar-2021 $ 64,682.16 May-2021 Apr-2021 $ 64,682.16 Jun-2021 May-2021 $ 64,682.16 Jul-2021 Jun-2021 $ 64,682.24