HomeMy WebLinkAboutAgreement A-24-319 with American Ambulance Clovis.pdf Agreement No. 24-319
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated June 18, 2024 and is between
3 K.W.P.H Enterprises, doing business as American Ambulance, a California Corporation
4 ("Contractor"), and the County of Fresno, a political subdivision of the State of California
5 ("County").
6 Recitals
7 A. County's Emergency Medical Services ("EMS") Communications Center is staffed and
8 operated by Contractor through that certain Emergency Medical Services Provider Agreement
9 for Emergency Ambulance Service dated May 16, 2017 (County Agreement No. 17-218, the
10 "EMS Provider Agreement"), including amendments by and between County and Provider.
11 B. The City of Clovis ("City") receives calls requesting both fire suppression services and
12 EMS and transfers those calls to County's EMS Communications Center for dispatching the
13 appropriate emergency ambulances and fire equipment.
14 C. City's Fire Department ("City Fire") continues to desire to receive dispatching services
15 for fire suppression calls, which may include dispatching of non-transport first responder
16 services, (collectively, "Fire Dispatching Services")from County's EMS Communications Center.
17 D. Contractor has provided dispatching services for City since May 1, 2007.
18 E. It is to the mutual benefit and in the best interest of the City and County, and the parties
19 hereto, to combine EMS dispatching services and Fire Dispatching Services for the purpose of
20 providing improved services to the public.
21 F. It has been determined by City and County that there is a need to provide EMS
22 dispatching services and Fire Dispatching Services through a centralized and combined effort
23 by County's EMS Communications Center and City Fire.
24 G. City and County intend to enter into an agreement which will continue the provision of
25 Fire Dispatching Services by County (the "City-County Agreement").
26 H. Contractor is willing to facilitate the City-County Agreement by entering into this
27 Agreement.
28 The parties therefore agree as follows:
1
1 Article 1
2 Contractor's Services
3 1.1 Scope of Services. The Contractor shall perform all of the services provided in
4 Exhibit A to this Agreement, titled "Scope of Services."
5 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
6 able to perform all of the services provided in this Agreement.
7 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
8 applicable federal, state, and local laws and regulations in the performance of its obligations
9 under this Agreement, including but not limited to workers compensation, labor, and
10 confidentiality laws and regulations.
11 Article 2
12 County's Responsibilities
13 2.1 The County shall perform the following functions:
14 A. County shall provide County-approved City Fire Policies and Procedures to
15 Contractor.
16 B. County shall assure that all calls to City for EMS and fire suppression services
17 are immediately transferred to County's EMS Communications Center.
18 C. County agrees to provide for an internal quality improvement program, which
19 includes the participation of Contractor and City Fire.
20 D. County shall obtain and maintain dispatching equipment, hardware, software
21 (including software licenses), and other technologies, which will be utilized for the triage and
22 entry of information for Fire Dispatching Services in County's EMS Communications Center
23 computer aided dispatch ("CAD") system, in connection with Contractor's performance of Fire
24 Dispatching Services under this Agreement.
25 E. County shall be responsible for selection, configuration, installation, and
26 maintenance of all dispatching equipment, hardware, software and other technologies
27 associated with this Agreement. All dispatching equipment, hardware, software (including
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1 software licenses), and other technologies purchased and/or obtained through this Agreement
2 shall be the sole property of County.
3 Article 3
4 Compensation, Invoices, and Payments
5 3.1 For Contractor's performance of Fire Dispatching Services, the County agrees to
6 pay, and the Contractor agrees to receive, compensation for the performance of its services
7 under this Agreement according to in Exhibit B to this Agreement, titled "Compensation."
8 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
9 under this Agreement is as follows:
10 For the period of July 1, 2024 through June 30, 2025, the amount of this Agreement
11 shall not exceed Three Hundred Seventy-Four Thousand One Hundred Eighty-One and 00/100
12 Dollars ($374,181.00).
13 For the period of July 1, 2025 through June 30, 2026, the amount of this Agreement
14 shall not exceed Four Hundred Twenty Thousand Four Hundred Forty-One and 00/100 Dollars
15 ($420,441.00).
16 For the period of July 1, 2026 through June 30, 2027, the amount of this Agreement
17 shall not exceed Four Hundred Sixty-Seven Thousand Nine Hundred Thirty-One and 00/100
18 Dollars ($467,931.00).
19 The Contractor acknowledges that the County is a local government entity, and
20 does so with notice that the County's powers are limited by the California Constitution and by
21 State law, and with notice that the Contractor may receive compensation under this Agreement
22 only for services performed according to the terms of this Agreement and while this Agreement
23 is in effect, and subject to the maximum amount payable under this section. The Contractor
24 further acknowledges that County employees have no authority to pay the Contractor except as
25 expressly provided in this Agreement.
26 3.3 Performance Standards. In the event Contractor fails to comply with the
27 performance standards identified within this Agreement, County may begin to withhold Two
28 Hundred Fifty and No/100 Dollars ($250.00) per day until such time as the non-compliance has
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1 been corrected to the satisfaction of the County's EMS Director and the Contractor's President.
2 County must provide Contractor's President with a written notice of non-compliance. Said
3 withholdings may begin thirty (30) days after receipt of notice if non-compliance has not been
4 cured.
5 3.4 Payment. The County's obligation to compensate Contractor is subject to County
6 receiving sufficient and timely payments of funds from City under the City-County Agreement.
7 Subject to the following sentence, County shall pay Contractor no later than the fifteenth (15th)
8 day of the month in which payment is due without the necessity of Contractor submitted invoices
9 to County. All payments shall be remitted to Contractor at the following address: 2911 E Tulare
10 street, Fresno, CA 93721.
11 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
12 expenses that are not specified as payable by the County under this Agreement.
13 Article 4
14 Term of Agreement
15 4.1 Term. This Agreement is effective on July 1, 2024 and terminates on June 30, 2027,
16 except as provided in Article 6, "Termination and Suspension," below.
17 Article 5
18 Notices
19 5.1 Contact Information. The persons and their addresses having authority to give and
20 receive notices provided for or permitted under this Agreement include the following:
21
For the County:
22 Director, Department of Public Health
County of Fresno
23 P.O. Box 11867
Fresno, CA 93775
24 -)untyca.gov
Fax: (559) 600-7691
25
For the Contractor:
26 American Ambulance
Attn: General Manager
27 2911 E Tulare St
Fresno, CA 93721
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1 5.2 Change of Contact Information. Either party may change the information in section
2 5.1 by giving notice as provided in section 5.3.
3 5.3 Method of Delivery. Each notice between the County and the Contractor provided
4 for or permitted under this Agreement must be in writing, state that it is a notice provided under
5 this Agreement, and be delivered either by personal service, by first-class United States mail, by
6 an overnight commercial courier service, by telephonic facsimile transmission, or by Portable
7 Document Format (PDF) document attached to an email.
8 (A) A notice delivered by personal service is effective upon service to the recipient.
9 (B) A notice delivered by first-class United States mail is effective three County
10 business days after deposit in the United States mail, postage prepaid, addressed to the
11 recipient.
12 (C)A notice delivered by an overnight commercial courier service is effective one
13 County business day after deposit with the overnight commercial courier service,
14 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
15 the recipient.
16 (D)A notice delivered by telephonic facsimile transmission or by PDF document
17 attached to an email is effective when transmission to the recipient is completed (but, if
18 such transmission is completed outside of County business hours, then such delivery is
19 deemed to be effective at the next beginning of a County business day), provided that
20 the sender maintains a machine record of the completed transmission.
21 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
22 nothing in this Agreement establishes, waives, or modifies any claims presentation
23 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
24 of Title 1 of the Government Code, beginning with section 810).
25 Article 6
26 Termination and Suspension
27 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
28 contingent on the approval of funds by the appropriating government agency. If sufficient funds
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1 are not allocated, then the County, upon at least 60 days advance written notice to the
2 Contractor, may:
3 (A) Modify the services provided by the Contractor under this Agreement; or
4 (B) Terminate this Agreement.
5 6.2 Termination for Breach.
6 (A) Upon determining that a material breach has occurred, either party may give
7 written notice of the breach to the other party. The written notice may suspend
8 performance under this Agreement, and must provide at least 7 days for the breach to
9 be cured.
10 (B) If the party receiving such notice of breach fails to cure the breach to the
11 satisfaction of the other party within the time stated in the written notice, the Agreement
12 may be terminated immediately.
13 (C)A "material breach" by Contractor, as that term is defined by and used in the
14 EMS Provider Agreement, also shall be deemed to be a breach by Contractor under this
15 Agreement. Any notice by County to Contractor of Contractor's material breach under
16 the EMS Provider Agreement shall satisfy the requirement of County's giving notice to
17 Contractor of a material breach under this Agreement without the necessity of such
18 notice referring to Contractor's performance under this Agreement.
19 6.3 Termination without Cause. In circumstances other than those set forth above, the
20 County or Contractor may terminate this Agreement by giving at least 60 days advance written
21 notice to the other party.
22 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
23 under this Article 6 is without penalty to or further obligation of the County.
24 6.5 Rights upon Termination. County shall compensate or provide funding to
25 Contractor for any services performed under this Agreement prior to any termination of this
26 Agreement.
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1 Article 7
2 Independent Contractor
3 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
4 agents, employees, and volunteers, is at all times acting and performing as an independent
5 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
6 venturer, partner, or associate of the County.
7 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
8 manner or method of the Contractor's performance under this Agreement, but the County may
9 verify that the Contractor is performing according to the terms of this Agreement.
10 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
11 right to employment rights or benefits available to County employees. The Contractor is solely
12 responsible for providing to its own employees all employee benefits required by law. The
13 Contractor shall save the County harmless from all matters relating to the payment of
14 Contractor's employees, including compliance with Social Security withholding and all related
15 regulations.
16 7.4 Services to Others. The parties acknowledge that, during the term of this
17 Agreement, the Contractor may provide services to others unrelated to the County.
18 Article 8
19 Indemnity and Defense
20 8.1 Contractor's Indemnity. The Contractor shall indemnify and hold harmless and
21 defend the County and City (including its officers, agents, employees, and volunteers) against
22 all claims, demands, injuries, damages, costs, expenses (including attorney fees and costs),
23 fines, penalties, and liabilities of any kind to the County and City, the Contractor, or any third
24 party that arise from or relate to the performance or failure to perform by the Contractor (or any
25 of its officers, agents, subcontractors, or employees) under this Agreement. The County may
26 conduct or participate in its own defense without affecting the Contractor's obligation to
27 indemnify and hold harmless or defend the County.
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1 8.2 County's Indemnity. The County shall indemnify and hold harmless and defend the
2 Contractor (including its officers, agents, employees, and volunteers) against all claims,
3 demands, injuries, damages, costs, expenses (including attorney fees and costs), fines,
4 penalties, and liabilities of any kind to the Contractor, the County, or any third party that arise
5 from or relate to the performance or failure to perform by the County or City (or any of its
6 officers, agents, subcontractors, or employees) under this Agreement or under the City-County
7 Agreement. The Contractor may conduct or participate in its own defense without affecting the
8 County's obligation to indemnify and hold harmless or defend the Contractor.
9 8.3 Concurrent Negligence. In the event of concurrent negligence on the part of
10 Contractor or any of its officers, agents or employees, and of County or City or any of their
11 respective officers, agents, or employees, the liability for any and all such claims, demands and
12 actions in law or equity for such costs and expenses (including attorneys' fees and costs),
13 damages, and losses shall be apportioned under the State of California's theory of comparative
14 negligence as presently established or as may be modified hereafter
15 8.4 Survival. This Article 8 survives the termination of this Agreement.
16 Article 9
17 Insurance
18 9.1 The Contractor shall comply with all insurance requirements as are provided in the
19 EMS Provider Agreement. The parties agree that the provisions of the EMS Provider Agreement
20 (including any future amendments) shall and will be incorporated by this reference, as though
21 each and every such of the terms are set forth below. Contractor's failure to maintain all such
22 insurance coverages shall be deemed to be a breach of this Agreement.
23 Article 10
24 Inspections, Audits, and Public Records
25 10.1 Inspection of Documents. The Contractor shall make available to the County, and
26 the County may examine at any time during business hours and as often as the County deems
27 necessary, all of the Contractor's records and data with respect to the matters covered by this
28 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
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1 request by the County, permit the County to audit and inspect all of such records and data to
2 ensure the Contractor's compliance with the terms of this Agreement.
3 10.2 State Audit Requirements. If the compensation to be paid by the County under this
4 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
5 California State Auditor, as provided in Government Code section 8546.7, for a period of three
6 years after final payment under this Agreement. This section survives the termination of this
7 Agreement.
8 10.3 Public Records. The County is not limited in any manner with respect to its public
9 disclosure of this Agreement or any record or data that the Contractor may provide to the
10 County. The County's public disclosure of this Agreement or any record or data that the
11 Contractor may provide to the County may include but is not limited to the following:
12 (A) The County may voluntarily, or upon request by any member of the public or
13 governmental agency, disclose this Agreement to the public or such governmental
14 agency.
15 (B) The County may voluntarily, or upon request by any member of the public or
16 governmental agency, disclose to the public or such governmental agency any record or
17 data that the Contractor may provide to the County, unless such disclosure is prohibited
18 by court order.
19 (C) This Agreement, and any record or data that the Contractor may provide to the
20 County, is subject to public disclosure under the Ralph M. Brown Act (California
21 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
22 (D) This Agreement, and any record or data that the Contractor may provide to the
23 County, is subject to public disclosure as a public record under the California Public
24 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
25 with section 6250) ("CPRA").
26 (E) This Agreement, and any record or data that the Contractor may provide to the
27 County, is subject to public disclosure as information concerning the conduct of the
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1 people's business of the State of California under California Constitution, Article 1,
2 section 3, subdivision (b).
3 (F) Any marking of confidentiality or restricted access upon or otherwise made with
4 respect to any record or data that the Contractor may provide to the County shall be
5 disregarded and have no effect on the County's right or duty to disclose to the public or
6 governmental agency any such record or data.
7 10.4 Public Records Act Requests. If the County receives a written or oral request
8 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
9 and which the County has a right, under any provision of this Agreement or applicable law, to
10 possess or control, then the County may demand, in writing, that the Contractor deliver to the
11 County, for purposes of public disclosure, the requested records that may be in the possession
12 or control of the Contractor. Within five business days after the County's demand, the
13 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
14 possession or control, together with a written statement that the Contractor, after conducting a
15 diligent search, has produced all requested records that are in the Contractor's possession or
16 control, or (b) provide to the County a written statement that the Contractor, after conducting a
17 diligent search, does not possess or control any of the requested records. The Contractor shall
18 cooperate with the County with respect to any County demand for such records. If the
19 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
20 CPRA or other applicable law, it must deliver the record or data to the County and assert the
21 exemption by citation to specific legal authority within the written statement that it provides to
22 the County under this section. The Contractor's assertion of any exemption from disclosure is
23 not binding on the County, but the County will give at least 10 days' advance written notice to
24 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
25 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
26 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
27 failure to produce any such records, or failure to cooperate with the County with respect to any
28 County demand for any such records.
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1 Article 11
2 Disclosure of Self-Dealing Transactions
3 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
4 or changes its status to operate as a corporation.
5 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
6 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
7 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to
8 the County before commencing the transaction or immediately after.
9 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
10 a party and in which one or more of its directors, as an individual, has a material financial
11 interest.
12 Article 12
13 General Terms
14 12.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
15 Agreement may not be modified, and no waiver is effective, except by written agreement signed
16 by both parties. The Contractor acknowledges that County employees have no authority to
17 modify this Agreement except as expressly provided in this Agreement.
18 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
19 under this Agreement without the prior written consent of the other party.
20 12.3 Governing Law. The laws of the State of California govern all matters arising from
21 or related to this Agreement.
22 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
23 County, California. Contractor consents to California jurisdiction for actions arising from or
24 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
25 brought and maintained in Fresno County.
26 12.5 Construction. The final form of this Agreement is the result of the parties' combined
27 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
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1 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
2 against either party.
3 12.6 Days. Unless otherwise specified, "days" means calendar days.
4 12.7 Headings. The headings and section titles in this Agreement are for convenience
5 only and are not part of this Agreement.
6 12.8 Severability. If anything in this Agreement is found by a court of competent
7 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
8 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
9 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
10 intent.
11 12.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
12 not unlawfully discriminate against any employee or applicant for employment, or recipient of
13 services, because of race, religious creed, color, national origin, ancestry, physical disability,
14 mental disability, medical condition, genetic information, marital status, sex, gender, gender
15 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
16 all applicable State of California and federal statutes and regulation.
17 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
18 of the Contractor under this Agreement on any one or more occasions is not a waiver of
19 performance of any continuing or other obligation of the Contractor and does not prohibit
20 enforcement by the County of any obligation on any other occasion.
21 12.11 Force Majeure.
22 A. If either party hereto is rendered unable, wholly or in part, by Force Majeure to
23 carry out its obligations under this Agreement, that party shall give to the other party hereto
24 prompt written notice of the Force Majeure with full particulars relating thereto. Thereupon, the
25 obligations of the party giving the notice, so far as they are affected by the Force Majeure, shall
26 be suspended during, but no longer than, the continuance of the Force Majeure, except for a
27 reasonable time thereafter required to resume performance.
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1 B. During any period in which either party hereto is excused from performance by
2 reason of the occurrence of an event of Force Majeure, the party so excused shall promptly,
3 diligently, and in good faith take all reasonable action required in order for it to be able to
4 promptly commence or resume performance of its obligations under this Agreement. Without
5 limiting the generality of the foregoing, the party so excused from performance shall, during any
6 such period of Force Majeure, take all reasonable action necessary to terminate any temporary
7 restraining order or preliminary or permanent injunctions to enable it to so commence or resume
8 performance of its obligations under this Agreement.
9 A. The party whose performance is excused due to the occurrence of an event of
10 Force Majeure shall, during such period, keep the other party hereto notified of all such actions
11 required in order for it to be able to commence or resume performance of its obligations under
12 this Agreement.
13 B. "Force Majeure" is defined as an Act of God, act of public enemy, war, and other
14 extraordinary causes not reasonably within the control of either of the parties hereto.
15 12.12 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
16 between the Contractor and the County with respect to the subject matter of this Agreement,
17 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
18 publications, and understandings of any nature unless those things are expressly included in
19 this Agreement. If there is any inconsistency between the terms of this Agreement without its
20 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
21 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
22 exhibits.
23 12.13 No Third-Party Beneficiaries. This Agreement does not and is not intended to
24 create any rights or obligations for any person or entity except for the parties.
25 12.14 Authorized Signature. The Contractor represents and warrants to the County that:
26 (A) The Contractor is duly authorized and empowered to sign and perform its
27 obligations under this Agreement.
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1 (B) The individual signing this Agreement on behalf of the Contractor is duly
2 authorized to do so and his or her signature on this Agreement legally binds the
3 Contractor to the terms of this Agreement.
4 12.15 Electronic Signatures. The parties agree that this Agreement may be executed by
5 electronic signature as provided in this section.
6 (A) An "electronic signature" means any symbol or process intended by an individual
7 signing this Agreement to represent their signature, including but not limited to (1) a
8 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
9 electronically scanned and transmitted (for example by PDF document) version of an
10 original handwritten signature.
11 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
12 equivalent to a valid original handwritten signature of the person signing this Agreement
13 for all purposes, including but not limited to evidentiary proof in any administrative or
14 judicial proceeding, and (2) has the same force and effect as the valid original
15 handwritten signature of that person.
16 (C) The provisions of this section satisfy the requirements of Civil Code section
17 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
18 Part 2, Title 2.5, beginning with section 1633.1).
19 (D) Each party using a digital signature represents that it has undertaken and
20 satisfied the requirements of Government Code section 16.5, subdivision (a),
21 paragraphs (1) through (5), and agrees that each other party may rely upon that
22 representation.
23 (E) This Agreement is not conditioned upon the parties conducting the transactions
24 under it by electronic means and either party may sign this Agreement with an original
25 handwritten signature.
26 12.16 Counterparts. This Agreement may be signed in counterparts, each of which is an
27 original, and all of which together constitute this Agreement.
28 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
K.W.P.H. Enterprises, dba American COUNTY OF FRESNO
3 Ambulance
4
5
President, K. .H Enterprises Nathan Magsig, Chairman of the Board of
6 Supervisors of the County of Fresno
7 `,,_ Attest:
0.. L Bernice E. Seidel
8 Print Name Clerk of the Board of Supervisors
County of Fresno, State of California
9
10 By:
C inancial Officer or Corporate Deputy
11 Secretary
12 �! 1
Print Name and Title
14
15 2911 E Tulare St.
Fresno, CA 93721
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18
For accounting use only:
19
Org No.: 56201693
20 Account No.: 7295
Fund No.: 0001
21 Subclass No.: 10000
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I
Exhibit A
1 Scope of Services
2 A. Subject to City timely paying County for Fire Dispatching Services (as defined in
3 Article 3 of the City-County Agreement) under the City-County Agreement:
4 (1) Contractor, shall provide Fire Dispatching Services requiring responses by
5 City Fire apparatuses as follows:
6 a. Contractor shall provide all Fire Dispatching Services in
7 accordance with City Fire's Policies and Procedures ("City Fire's Policies and Procedures"),
8 which shall be approved by County's EMS Director, or designee, (the "County's
9 Representative").
10 b. Contractor shall dispatch City Fire's apparatuses through City's
11 radios and electronic communications, and in accordance with City Fire's Policies and
12 Procedures approved by County's Representative.
13 C. Contractor shall provide pre-arrival instructions to callers
14 requesting fire suppression service responses in accordance with City Fire's Policies and
15 Procedures approved by County's Representative.
16 d. Contractor shall provide inter-agency coordination regarding
17 requests for fire suppression service, mutual aid and instant aid services, and order specialized
18 fire equipment from City or other agencies (e.g., hazardous materials equipment, or"jaws of
19 life") which may be needed to handle an incident, and perform other related duties in
20 accordance with City Fire's Policies and Procedures approved by County's Representative.
21 e. Contractor shall track all activity of City Fire's apparatuses
22 responses utilizing the County's EMS Communications Center CAD system.
23 f. Contractor shall assist County in the development of processes
24 which assist in dispatching to City automatic aid agreements to include those agencies outside
25 the County's EMS Communications Center.
26 g. Contractor shall provide notification to chief officers and duty
27 officers as needed for applicable emergency incidents using phone, email, text or other
28 contemporary method of messaging according to dispatch policy.
A-1
Exhibit A
1 h. Contractor shall provide a radio operator who is able to dispatch
2 FIRE's apparatuses twenty-four (24) hours a day, seven (7) days a week and meet the one
3 hundred and twenty (120) second total Alarm Handling (TAH) time as outlined below. In
4 addition, the goal is for the CLOVIS radio channel to be answered in no more than two attempts.
5 i. Contractor shall provide that dispatch staff shall be trained at the
6 National Academy of Emergency Dispatch at the Emergency Fire Dispatcher level or substitute
7 training with approval of City.
8 j. Contractor shall provide that a minimum of one (1) dispatch
9 supervisor shall be on duty at County's EMS Communications Center twenty-four (24) hours a
10 day, seven (7) days a week. The supervisor shall be available to City's on-duty fire
11 administration as needed.
12 k. Contractor shall maintain an up-to-date manual of City Fire's
13 Policies and Procedures (approved by County's Representative, as provided herein) for all
14 dispatch staff, and shall provide for training and continuing education of dispatch staff as
15 needed.
16 I. The It is the intent of both parties to achieve the recommendations
17 outlined in the National Fire Protection Association ("NFPA") Standard 1221for the immediate
18 dispatch of a fire apparatus. The Total Alarm Handling (TAH) time will be measured from the
19 time the telephone is answered by the call taker at EMS Communications Center to the time
20 that the first fire apparatus is alerted to the incident either by radio, telephone, station alerting
21 device or any other mutually agreed upon method of alerting. The TAH times shall be one
22 hundred and twenty (120) seconds or less in a minimum of ninety percent (90%) of incidents.
23 The TAH time measurement will exclude reassigned responses and other situations beyond the
24 COUNTY's EMS Communications Center control. COUNTY shall review all cases in which
25 dispatches are over one hundred and twenty (120) seconds, and results will be evaluated for
26 improvement opportunities by the Fire Dispatch Continuous Quality Improvement ("CQI")
27 Committee. The Parties agree to meet and confer to refine the list of situations stated
28 hereinabove where one hundred and twenty (120) second call processing may not be
A-2
Exhibit A
1 achievable. Modifications may be made to said list of situations upon written mutual agreement
2 between COUNTY's EMS Director or designee, and CITY's Fire Chief or designee.
3 B. It is understood by the parties hereto that:
4 (1) Contractor's provision of Fire Dispatching Services herein does not include
5 any Contractor or County provision of fire suppression services.
6 (2) All fire suppression services for all fire suppression calls to be dispatched by
7 Contractor are to be provided by City pursuant to the City-County
8 Agreement.
9 (3) Contractor is providing Fire Dispatching Services herein on a non-exclusive
10 basis.
11 (4) County's compensation paid to Contractor for its performance of Fire
12 Dispatching Services herein is for supplemental services that are in addition
13 to any other services that Contractor provides, and for which Contractor
14 acknowledges that Contractor is paid in accordance with the EMS Provider
15 Agreement.
16 (5) Contractor shall first obtain County's written permission to provide any other
17 dispatching services through the County's EMS Communications Center.
18 Notwithstanding anything stated to the contrary herein, Contractor
19 covenants, warrants, and represents to County that:
20 a. Any funds that County may pay to Contractor, or that Contractor
21 otherwise may collect from performing service in connection with the
22 EMS Provider Agreement, including, but not limited to, County
23 compensation and Contractor's fees and charges for services
24 rendered to patients, shall not be diverted or otherwise used, either
25 directly or indirectly, by Contractor to subsidize Contractor's
26 performance of this Agreement.; and
27 b. Contractor shall not directly or indirectly charge any costs or
28 expenses incurred in connection with the performance of this
A-3
Exhibit A
1 Agreement to any of Contractor's other operations for or approved by
2 County, including but not limited to Contractor's operations in the
3 County's EMS Communications Center for County under the EMS
4 Provider Agreement and/or for other County-approved agencies
5 (e.g., agencies that may be outside of Fresno County such as the
6 County of Kings or cities or special districts, if any, within Fresno
7 County).
8 C. Contractor's performance of Fire Dispatching Services herein shall enhance
9 Contractor's peak load capacity, disaster readiness and overall efficiency in providing
10 dispatching services in County's EMS Communications Center, and shall not detract from
11 Contractor's performance of its obligations under the EMS Provider Agreement, or any other
12 agreement, if any, entered into or authorized by County.
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
A-4
Exhibit B
Compensation
The Contractor will be compensated for performance of its services under this
Agreement as provided in this Exhibit B. The Contractor is not entitled to any compensation
except as expressly provided in this Exhibit B.
Contractor will be compensated according to the following schedule:
Payment Month Payment
Amount
1 Oct 2024 $93,545.25
2 Jan 2025 $93,545.25
3 Apr 2025 $93,545.25
4 Ju12025 $93,545.25
5 Oct 2025 $105,110.25
6 Jan 2026 $105,110.25
7 Apr 2026 $105,110.25
8 Ju12026 $105,110.25
9 Oct 2026 $116,982.75
10 Jan 2027 $116,982.75
11 Apr 2027 $116,982.75
12 Ju12027 $116,982.75
B-1
Exhibit C
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions
that they are a party to while providing goods, performing services, or both for the County. A
self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used 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.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
C-1
Exhibit C
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a
party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code § 5233 (a)
(5) Authorized Signature
Signature: Date:
C-2