HomeMy WebLinkAboutLaton Community Services District-Fire Dispatch Services_A-24-320.pdf coU Hall of Records,Room 301
County of Fresno 2281 Tulare Street
Fresno,California
Board of Supervisors 93721-2198
O� 185�0 Telephone:(559)600-3529
FRE`' Minute Order Toll Free: 1-800-742-1011
www.fresnocountyca.gov
June 18, 2024
Present: 5- Supervisor Steve Brandau,Chairman Nathan Magsig,Vice Chairman Buddy Mendes,
Supervisor Brian Pacheco,and Supervisor Sal Quintero
Agenda No. 61. Public Health File ID:24-0311
Re: Approve and authorize the Chairman to execute a revenue Agreement with the City of Clovis,for
dispatch services for the Clovis Fire Department through the Fresno County Emergency Medical
Services Communications Center, effective July 1,2024,through June 30,2027($1,309,203);approve
and authorize the Chairman to execute an Agreement with K.W.P.H. Enterprises,d.b.a.American
Ambulance,for Clovis Fire Department dispatch services through the Fresno County Emergency
Medical Services Communications Center,effective July 1,2024,through June 30,2027($1,262,553);
approve and authorize the Chairman to execute a revenue Agreement with Laton Community Services
District for dispatch services for Laton Fire Department through the Fresno County Emergency Medical
Services Communications Center,effective July 1,2024,through June 30,2027($10,389);approve and
authorize the Chairman to execute an Agreement with K.W.P.H. Enterprises,d.b.a.American
Ambulance,for Laton Fire Department dispatch services through the Fresno County Emergency
Medical Services Communications Center,effective July 1,2024,through June 30,2027($9,327);
approve and authorize the Chairman to execute a revenue Agreement with North Central Fire
Protection District,for dispatch services through the Fresno County Emergency Medical Services
Communications Center,effective July 1,2024,through June 30,2027($596,352);and approve and
authorize the Chairman to execute an Agreement with K.W.P.H. Enterprises, d.b.a.American
Ambulance,for dispatch of North Central Fire Protection District through the Fresno County
Emergency Medical Services Communications Center,effective July 1,2024,through June 30,2027
($570,048)
A MOTION WAS MADE BY VICE CHAIRMAN MENDES,SECONDED BY SUPERVISOR PACHECO,
THAT THIS MATTER BE APPROVED AS RECOMMENDED.THE MOTION CARRIED BY THE
FOLLOWING VOTE:
Ayes: 4- Magsig, Mendes, Pacheco,and Quintero
Recuse: 1 - Brandau
Agreement No.24-318,Agreement No.24-319,Agreement No.24-320,Agreement No.24-321,
Agreement No.24-322,Agreement No.24-323
County of Fresno Page 65
co
Board Agenda Item 61
o 1s,6 0
FRE1-'�
DATE: June 18, 2024
TO: Board of Supervisors
SUBMITTED BY: David Luchini, RN, PHN, Director, Department of Public Health
SUBJECT: Agreements for Dispatch Services at the Fresno County Emergency Medical
Services Communications Center
RECOMMENDED ACTION(S):
1. Approve and authorize the Chairman to execute a revenue Agreement with the City of
Clovis,for dispatch services for the Clovis Fire Department through the Fresno County
Emergency Medical Services Communications Center, effective July 1, 2024, through June
30, 2027 ($1,309,203);
2. Approve and authorize the Chairman to execute an Agreement with K.W.P.H. Enterprises,
d.b.a.American Ambulance,for Clovis Fire Department dispatch services through the
Fresno County Emergency Medical Services Communications Center,effective July 1,2024,
through June 30, 2027($1,262,553);
3. Approve and authorize the Chairman to execute a revenue Agreement with Laton
Community Services District for dispatch services for Laton Fire Department through the
Fresno County Emergency Medical Services Communications Center, effective July 1, 2024,
through June 30, 2027 ($10,389);
4. Approve and authorize the Chairman to execute an Agreement with K.W.P.H. Enterprises,
d.b.a.American Ambulance, for Laton Fire Department dispatch services through the Fresno
County Emergency Medical Services Communications Center, effective July 1, 2024,
through June 30, 2027 ($9,327);
5. Approve and authorize the Chairman to execute a revenue Agreement with North Central
Fire Protection District,for dispatch services through the Fresno County Emergency
Medical Services Communications Center,effective July 1, 2024,through June 30,2027
($596,352); and
6. Approve and authorize the Chairman to execute an Agreement with K.W.P.H. Enterprises,
d.b.a.American Ambulance,for dispatch of North Central Fire Protection District through the
Fresno County Emergency Medical Services Communications Center,effective July 1,2024,
through June 30, 2027($570,048).
There is no additional Net County Cost associated with the recommended actions. Approval of the
recommended actions will continue the provision of dispatch services for the fire departments in the City of
Clovis, Laton Community Services District, and North Central Fire Protection District(NCFPD). Each
agreement includes a separate agreement with American Ambulance for actual provision of dispatch
services and to pass-through funds received from the fire departments for reimbursement of personnel and
dispatch costs provided by American Ambulance. The County retains a portion to offset County costs,with
no increase in Net County cost. This item pertains to locations in all 5 Supervisor Districts, and includes
services outside County jurisdiction but within the Central California Emergency Medical Services Agency
area of response.
County of Fresno page 1 File Number:24-0311
File Number:24-0311
ALTERNATIVE ACTION(S):
There are no viable alternative actions. Should your Board not approve the recommended actions, City of
Clovis, Laton Community Services District, and NCFPD will need to find another dispatch center for their fire
departments.
FISCAL IMPACT:
There is no increase in Net County Cost associated with the recommended actions. The recommended
agreements are fully funded with pass-through revenue(s)from the agencies. The total revenue and costs
for each recommended agreement are outlined in Attachment A.
The retained revenues will be used to offset County costs, such as personnel and radio equipment. There
are no pending invoices pertaining to these agreements. Sufficient appropriations and estimated revenues
will be included in the Department's Org 5620 FY 2024-25 Recommended Budget and will be included in
subsequent fiscal year budget requests.
DISCUSSION:
The Fresno County EMS Communications Center(Center) is a regional dispatch center responsible for the
management and dispatch of all ambulance requests in Fresno, Kings, and Madera Counties. The Center
began dispatch services for City of Clovis in 2007, Laton Community Services District in 2013, and NCFPD
in 2021.
The prior agreements were passed by your Board on July 9, 2019 for Laton Community Services District
(Agreement Nos. 19-322 and 19-323), and May 11, 2021 for City of Clovis (Agreements Nos. 21-166 and
21-167) and NCFPD (Agreements No. 21-164 and 21-165).
The proposed revenue agreements with Clovis, Laton, and NCFPD allow them to continue contracting with
the County for dispatch services utilizing the Center, which is staffed and operated by American Ambulance
under its exclusive operating agreement with the County of Fresno.The proposed revenue agreement with
the City of Clovis does have some different performance standards set out by the Clovis Fire Department in
providing fire dispatch services. The County and American Ambulance have regularly met these standards
for services.
The proposed service agreements with American Ambulance for dispatch services allows the County to
pass-through funds received by the cities and district to American Ambulance for fire dispatch services; and
continue services as provided for in prior agreements, which are all set to expire on June 30, 2024.
The proposed revenue agreements with City of Clovis, Laton Community Service District, and NCFPD can
be terminated without cause by either party with a ninety-day written notice, and either party may terminate
the contract if the other party commits a material breach by providing a ten-day written notice, unless the
breaching party cures the breach within the ten days.
The proposed American Ambulance service agreements can be terminated without cause by either party
with a sixty-day written notice, and either party may terminate the contract if the other party commits a
material breach by providing a seven-day written notice, unless the breaching party cures the breach within
seven days.
The proposed agreements contain a mutual hold harmless clause and in the event of an act of god, act of
public enemy, or other extraordinary cause not reasonably within control of either party, the proposed
agreements contain a force majeure clause,which excuses the parties' performance under the
agreements.
County of Fresno page 2 File Number.24-0311
File Number:24-0311
REFERENCE MATERIAL:
BAI #38, May 11, 2021
BAI #59, July 9, 2019
ATTACHMENTS INCLUDED AND/OR ON FILE:
On file with Clerk-Agreement with City of Clovis
On file with Clerk-Agreement with American Ambulance (Clovis)
On file with Clerk-Agreement with Laton Community Services District
On file with Clerk-Agreement with American Ambulance (Laton)
On file with Clerk-Agreement with NCFPD
On file with Clerk-Agreement with American Ambulance (NCFPD)
On file with Clerk-Attachment A
CAO ANALYST:
Ronald Alexander
County of Fresno Page 3 File Number.24-0311
Agreement No. 24-320
1 AGREEMENT
2 This Service Agreement ("Agreement") is dated June 18, 2024 and is between
3 the Laton Community Service District, a community service district created pursuant to
4 Government Code section 61000 et seq. ("District"), and the County of Fresno, a political
5 subdivision of the State of California ("County").
6 Recitals
7 A. District receives calls requesting both fire suppression services and emergency medical
8 services ("EMS).
9 B. District transfers those calls for fire suppression services and EMS to County's EMS
10 Communications Center for dispatching the appropriate emergency ambulances and
11 equipment.
12 C. District's Fire Department ("District Fire") continues to desire to receive dispatching
13 services for fire suppression calls, which may include dispatching of non-transport first
14 responder services, (collectively, "Fire Dispatching Services") from County's EMS
15 Communications Center.
16 D. It is to the mutual benefit and in the best interest of the parties hereto to have a
17 combined EMS and Fire Dispatching Services for the purpose of providing improved services to
18 the public.
19 E. It is a goal of County and District to maintain a consolidated dispatching services in
20 Fresno County.
21 F. It has been determined by District 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 District Fire.
24 G. County's EMS Communications Center is staffed and operated by K.W.P.H. Enterprises,
25 doing business as American Ambulance, a California Corporation ("Provider") through that
26 certain Emergency Medical Services and Provider Agreement for Emergency Ambulance
27 Services, dated May 16, 2017 (County Agreement No. 17-218), by and between County and
28 Provider, including all amendments thereto (the "EMS Provider Agreement").
1
1 The parties therefore agree as follows:
2 Article 1
3 District's Responsibilities
4 1.1 The District shall perform all of the services provided in Exhibit A to this Agreement,
5 titled "District's Responsibilities."
6 1.2 Representation. The District represents that it is qualified, ready, willing, and able to
7 perform all of the services provided in this Agreement.
8 1.3 Compliance with Laws. The District shall, at its own cost, comply with all applicable
9 federal, state, and local laws and regulations in the performance of its obligations under this
10 Agreement, including but not limited to workers compensation, labor, and confidentiality laws
11 and regulations.
12 Article 2
13 County's Services
14 2.1 The County shall perform all of the services provided in Exhibit B to this Agreement
15 titled "County's Services."
16 2.2 Representation. The County represents that it is qualified, ready, willing, and able to
17 perform all of the services provided in this Agreement.
18 Article 3
19 Compensation, Invoices, and Payments
20 3.1 For County's performance of Fire Dispatching Services herein, District agrees to pay,
21 and the County agrees to receive, compensation for the performance of its services under this
22 Agreement according to Exhibit C to this Agreement, titled "Compensation."
23 3.2 Maximum Compensation. The maximum compensation payable to County under
24 the performance of this Agreement is as follows:
25 For the period of July 1, 2024 through June 30, 2025, the amount of this Agreement
26 shall not exceed Three Thousand Three Hundred Sixty and 00/100 Dollars ($3,360.00).
27 For the period of July 1, 2025 through June 30, 2026, the amount of this Agreement
28 shall not exceed Three Thousand Four Hundred Sixty-Two and 00/100 Dollars ($3,462.00).
2
1 For the period of July 1, 2026 through June 30, 2027, the amount of this Agreement
2 shall not exceed Three Thousand Five Hundred Sixty-Seven and 00/10 Dollars ($3,567.00).
3 3.3 Invoices. County shall invoice District quarterly, addressed to the Laton Community
4 Services District, P.O. Box 447, Laton, CA 93242, Attention: Fire Chief
5 3.4 Payment. Payments by District shall be in arrears, for services provided during the
6 preceding month, within forty-five (45) days after receipt and verification of County's invoices by
7 District Fire. All payments shall be remitted to County at the following address: County of
8 Fresno, Department of Public Health — Emergency Medical Services Division, P.O. Box 11867,
9 Fresno, California, 93775.
10 3.5 Incidental Expenses. The District is solely responsible for all of its costs and
11 expenses that are not specified as payable by the County under this Agreement.
12 Article 4
13 Term of Agreement
14 4.1 Term. This Agreement is effective on July 1, 2024 and terminates on June 30, 2027,
15 except as provided in Article 6, "Termination and Suspension," below.
16 4.2 Data Upon Termination. When this Agreement terminates, County shall promptly
17 provide District with the data generated through the Fire Dispatching Services provided herein in
18 a commonly usable electronic format.
19 Article 5
20 Notices
21 5.1 Contact Information. The persons and their addresses having authority to give and
22 receive notices provided for or permitted under this Agreement include the following:
23
For the County:
24 Director, Department of Public Health
County of Fresno
25 P.O. Box 11867
Fresno, CA 93775
26 CCEMSA(Mi-esnocountyca.gov
Fax: (559) 600-7691
27
For the District:
28 Laton Community Services District
Attn: Fire Chief
3
1 P.O. Box 447
Laton, CA 93242
2
3 5.2 Change of Contact Information. Either party may change the information in section
4 5.1 by giving notice as provided in section 5.3.
5 5.3 Method of Delivery. Each notice between the County and the District provided for or
6 permitted under this Agreement must be in writing, state that it is a notice provided under this
7 Agreement, and be delivered either by personal service, by first-class United States mail, by an
8 overnight commercial courier service, by telephonic facsimile transmission, or by Portable
9 Document Format (PDF) document attached to an email.
10 (A) A notice delivered by personal service is effective upon service to the recipient.
11 (B) A notice delivered by first-class United States mail is effective three County
12 business days after deposit in the United States mail, postage prepaid, addressed to the
13 recipient.
14 (C)A notice delivered by an overnight commercial courier service is effective one
15 County business day after deposit with the overnight commercial courier service,
16 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
17 the recipient.
18 (D)A notice delivered by telephonic facsimile transmission or by PDF document
19 attached to an email is effective when transmission to the recipient is completed (but, if
20 such transmission is completed outside of County business hours, then such delivery is
21 deemed to be effective at the next beginning of a County business day), provided that
22 the sender maintains a machine record of the completed transmission.
23 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
24 nothing in this Agreement establishes, waives, or modifies any claims presentation
25 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
26 of Title 1 of the Government Code, beginning with section 810).
27
28
4
1 Article 6
2 Termination and Suspension
3 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
4 contingent on the approval of funds by the appropriating government agency. If sufficient funds
5 are not allocated, then either party may:
6 (A) Modify the services provided under this Agreement; or
7 (B) Terminate this Agreement by the non-appropriating governmental agency giving
8 the other party at least ninety (90) days advance written notice of an intention to
9 terminate.
10 6.2 Termination for Breach.
11 (A) Upon determining that a breach (as defined in paragraph (C) below) has
12 occurred, the County may give written notice of the breach to the District. The written
13 notice may suspend performance under this Agreement, and must provide at least 30
14 days for the District to cure the breach.
15 (B) If the District fails to cure the breach to the County's satisfaction within the time
16 stated in the written notice, the County may terminate this Agreement immediately.
17 (C) For purposes of this section, a breach occurs when, in the determination of the
18 County, the District has:
19 (1) Obtained or used funds illegally or improperly;
20 (2) Failed to comply with any part of this Agreement;
21 (3) Submitted a substantially incorrect or incomplete report to the County; or
22 (4) Improperly performed any of its obligations under this Agreement.
23 6.3 Termination without Cause. Under circumstances other than those set forth above,
24 this Agreement may be terminated by District or County upon giving the other party at least
25 ninety (90) days advance written notice of an intention to terminate.
26 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
27 under this Article 6 is without penalty to or further obligation of the County.
28 6.5 County's Rights upon Termination. District shall compensate or provide funding to
5
1 County for Fire Dispatching Services performed prior to termination of this Agreement. This
2 section survives the termination of this Agreement.
3 Article 7
4 Independent Contractor
5 7.1 Status. In performing under this Agreement, the County, including its officers,
6 agents, employees, and volunteers, is at all times acting and performing as an independent
7 contractor, in an independent capacity District, and not as an officer, agent, servant, employee,
8 joint venturer, partner, or associate of the District.
9 7.2 Verifying Performance. The District has no right to control, supervise, or direct the
10 manner or method of the County's performance under this Agreement, but the District may
11 verify that the County is performing according to the terms of this Agreement.
12 7.3 Benefits. Because of its status as an independent contractor, the County has no
13 right to employment rights or benefits available to District employees. The County is solely
14 responsible for providing to its own employees all employee benefits required by law. The
15 County shall save the District harmless from all matters relating to the payment of County's
16 employees, including compliance with Social Security withholding and all related regulations.
17 7.4 Services to Others. The parties acknowledge that, during the term of this
18 Agreement, the County may provide services to others unrelated to the District.
19 Article 8
20 Indemnity and Defense
21 8.1 Indemnity by District. The District shall indemnify and hold harmless and defend
22 the County (including its officers, agents, employees, and volunteers) against all claims,
23 demands, injuries, damages, costs, expenses (including attorney fees and costs), fines,
24 penalties, and liabilities of any kind to the County, the District, or any third party that arise from
25 or relate to the performance or failure to perform by the District (or any of its officers, agents,
26 subcontractors, or employees) under this Agreement. The County may conduct or participate in
27 its own defense without affecting the District's obligation to indemnify and hold harmless or
28 defend the County.
6
1 8.2 Indemnity by County. The County shall indemnify and hold harmless and defend
2 the District (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 District, the County, or any third party that arise from
5 or relate to the performance or failure to perform by the County (or any of its officers, agents,
6 subcontractors, employees, or Provider) under this Agreement. The District may conduct or
7 participate in its own defense without affecting the County's obligation to indemnify and hold
8 harmless or defend the District.
9 8.3 Concurrent Negligence. In the event of concurrent negligence on the part of County
10 or any of its officers, agents or employees, or Provider, and of District or any of its officers,
11 agents, or employees, the liability for any and all such claims, demands and actions in law or
12 equity for such costs and expenses (including attorneys' fees and costs), damages, and losses
13 shall be apportioned under the State of California's theory of comparative negligence as
14 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 Parties shall comply with all the insurance requirements in Exhibit D to this
19 Agreement.
20 Article 10
21 Inspections, Audits, and Public Records
22 10.1 Inspection of Documents. During the term of this Agreement and for a period of
23 three (3) years after final payment under this Agreement, each party shall at any time during
24 business hours, and as often as the other party may deem necessary, make available to the
25 other party for examination all of the party's records and data with respect to the matters
26 covered by this Agreement. During the same period of time, each party shall also, upon request
27 by the other party, permit the other party to audit and inspect all such records and data
28 necessary to ensure the party's compliance with the terms of this Agreement.
7
1 10.2 State Audit Requirements. If the compensation under this Agreement exceeds
2 $10,000, the County is subject to the examination and audit of the California State Auditor, as
3 provided in Government Code section 8546.7, for a period of three years after final payment
4 under this Agreement.
5 10.3 Public Records. The County is not limited in any manner with respect to its public
6 disclosure of this Agreement or any record or data that the District may provide to the County.
7 The County's public disclosure of this Agreement or any record or data that the District may
8 provide to the County may include but is not limited to the following:
9 (A) The County may voluntarily, or upon request by any member of the public or
10 governmental agency, disclose this Agreement to the public or such governmental
11 agency.
12 (B) The County may voluntarily, or upon request by any member of the public or
13 governmental agency, disclose to the public or such governmental agency any record or
14 data that the District may provide to the County, unless such disclosure is prohibited by
15 court order.
16 (C)This Agreement, and any record or data that the District may provide to the
17 County, is subject to public disclosure under the Ralph M. Brown Act (California
18 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
19 (D)This Agreement, and any record or data that the District may provide to the
20 County, is subject to public disclosure as a public record under the California Public
21 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
22 with section 6250) ("CPRA").
23 (E) This Agreement, and any record or data that the District may provide to the
24 County, is subject to public disclosure as information concerning the conduct of the
25 people's business of the State of California under California Constitution, Article 1,
26 section 3, subdivision (b).
27 (F) Any marking of confidentiality or restricted access upon or otherwise made with
28 respect to any record or data that the District may provide to the County shall be
8
1 disregarded and have no effect on the County's right or duty to disclose to the public or
2 governmental agency any such record or data.
3 10.4 Public Records Act Requests. If the County receives a written or oral request
4 under the CPRA to publicly disclose any record that is in the District's possession or control,
5 and which the County has a right, under any provision of this Agreement or applicable law, to
6 possess or control, then the County may demand, in writing, that the District deliver to the
7 County, for purposes of public disclosure, the requested records that may be in the possession
8 or control of the District. Within five business days after the County's demand, the District shall
9 (a) deliver to the County all of the requested records that are in the District's possession or
10 control, together with a written statement that the District, after conducting a diligent search, has
11 produced all requested records that are in the District's possession or control, or(b) provide to
12 the County a written statement that the District, after conducting a diligent search, does not
13 possess or control any of the requested records. The District shall cooperate with the County
14 with respect to any County demand for such records. If the District wishes to assert that any
15 specific record or data is exempt from disclosure under the CPRA or other applicable law, it
16 must deliver the record or data to the County and assert the exemption by citation to specific
17 legal authority within the written statement that it provides to the County under this section. The
18 District's assertion of any exemption from disclosure is not binding on the County, but the
19 County will give at least 10 days' advance written notice to the District before disclosing any
20 record subject to the District's assertion of exemption from disclosure. The District shall
21 indemnify the County for any court-ordered award of costs or attorney's fees under the CPRA
22 that results from the District's delay, claim of exemption, failure to produce any such records, or
23 failure to cooperate with the County with respect to any County demand for any such records.
24 10.5 Retention. Each party shall maintain its records in connection with the respective
25 services referred to under this Agreement. Such records must be maintained for a minimum of
26 three (3) years. Records must also be maintained a minimum of three (3) years after the
27 termination of this Agreement. The party generating the records shall maintain ownership of the
28 records upon termination of this Agreement.
9
1 10.6 This Article 10 shall survive the expiration or termination of this Agreement.
2 Article 11
3 General Terms
4 11.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
5 Agreement may not be modified, and no waiver is effective, except by written agreement signed
6 by both parties. The District acknowledges that County employees have no authority to modify
7 this Agreement except as expressly provided in this Agreement.
8 11.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
9 under this Agreement without the prior written consent of the other party.
10 11.3 Governing Law. The laws of the State of California govern all matters arising from
11 or related to this Agreement.
12 11.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
13 County, California. District consents to California jurisdiction for actions arising from or related to
14 this Agreement, and, subject to the Government Claims Act, all such actions must be brought
15 and maintained in Fresno County.
16 11.5 Construction. The final form of this Agreement is the result of the parties' combined
17 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
18 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
19 against either party.
20 11.6 Days. Unless otherwise specified, "days" means calendar days.
21 11.7 Headings. The headings and section titles in this Agreement are for convenience
22 only and are not part of this Agreement.
23 11.8 Severability. If anything in this Agreement is found by a court of competent
24 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
25 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
26 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
27 intent.
28 11.9 Nondiscrimination. During the performance of this Agreement, the District shall not
10
1 unlawfully discriminate against any employee or applicant for employment, or recipient of
2 services, because of race, religious creed, color, national origin, ancestry, physical disability,
3 mental disability, medical condition, genetic information, marital status, sex, gender, gender
4 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
5 all applicable State of California and federal statutes and regulation.
6 11.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
7 of the District under this Agreement on any one or more occasions is not a waiver of
8 performance of any continuing or other obligation of the District and does not prohibit
9 enforcement by the County of any obligation on any other occasion.
10 11.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
11 between the District and the County with respect to the subject matter of this Agreement, and it
12 supersedes all previous negotiations, proposals, commitments, writings, advertisements,
13 publications, and understandings of any nature unless those things are expressly included in
14 this Agreement. If there is any inconsistency between the terms of this Agreement without its
15 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
16 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
17 exhibits.
18 11.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
19 create any rights or obligations for any person or entity except for the parties.
20 11.13 Authorized Signature. The District represents and warrants to the County that:
21 (A) The District is duly authorized and empowered to sign and perform its obligations
22 under this Agreement.
23 (B) The individual signing this Agreement on behalf of the District is duly authorized
24 to do so and his or her signature on this Agreement legally binds the District to the terms
25 of this Agreement.
26 11.14 Electronic Signatures. The parties agree that this Agreement maybe executed by
27 electronic signature as provided in this section.
28 (A)An "electronic signature" means any symbol or process intended by an individual
11
1 signing this Agreement to represent their signature, including but not limited to (1) a
2 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
3 electronically scanned and transmitted (for example by PDF document) version of an
4 original handwritten signature.
5 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
6 equivalent to a valid original handwritten signature of the person signing this Agreement
7 for all purposes, including but not limited to evidentiary proof in any administrative or
8 judicial proceeding, and (2) has the same force and effect as the valid original
9 handwritten signature of that person.
10 (C)The provisions of this section satisfy the requirements of Civil Code section
11 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
12 Part 2, Title 2.5, beginning with section 1633.1).
13 (D) Each party using a digital signature represents that it has undertaken and
14 satisfied the requirements of Government Code section 16.5, subdivision (a),
15 paragraphs (1) through (5), and agrees that each other party may rely upon that
16 representation.
17 (E) This Agreement is not conditioned upon the parties conducting the transactions
18 under it by electronic means and either party may sign this Agreement with an original
19 handwritten signature.
20 11.15 Counterparts. This Agreement maybe signed in counterparts, each of which is an
21 original, and all of which together constitute this Agreement.
22 Article 12
23 Miscellaneous Provisions
24 12.1 Provider. The parties hereto acknowledge that Provider, or its replacement, if any
25 during the term of the EMS Provider Agreement, will carry out County's provision of Fire
26 Dispatching Services herein. In the event of any such replacement of Provider, the replacement
27 EMS Provider Agreement will be on substantially the same terms as the EMS Provider
28 Agreement to the extent that it concerns this Agreement, as provided herein.
12
1 12.2 Force Majeure.
2 A. If either party hereto is rendered unable, wholly or in part, by Force Majeure to
3 carry out its obligations under this Agreement, that party shall give to the other party hereto
4 prompt written notice of the Force Majeure with full particulars relating thereto. Thereupon, the
5 obligations of the party giving the notice, so far as they are affected by the Force Majeure, shall
6 be suspended during, but no longer than, the continuance of the Force Majeure, except for a
7 reasonable time thereafter required to resume performance.
8 B. During any period in which either party hereto is excused from performance by
9 reason of the occurrence of an event of Force Majeure, the party so excused shall promptly,
10 diligently, and in good faith take all reasonable action required in order for it to be able to
11 promptly commence or resume performance of its obligations under this Agreement. Without
12 limiting the generality of the foregoing, the party so excused from performance shall, during any
13 such period of Force Majeure, take all reasonable action necessary to terminate any temporary
14 restraining order or preliminary or permanent injunctions to enable it to so commence or resume
15 performance of its obligations under this Agreement.
16 C. The party whose performance is excused due to the occurrence of an event of
17 Force Majeure shall, during such period, keep the other party hereto notified of all such actions
18 required in order for it to be able to commence or resume performance of its obligations under
19 this Agreement.
20 D. "Force Majeure" is defined as an Act of God, act of public
21 enemy, war, and other extraordinary causes not reasonably within the control of either of the
22 parties hereto.
23 [SIGNATURE PAGE FOLLOWS]
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I The parties are signing this Agreement on the date stated in the introductory clause.
2
Laton Community Services District COUNTY OF FRESNO
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5 -PaV rcia, P esid nt of 'strict Board Nathan Magsig, Chairman of the Board of
Supervisors of the County of Fresno
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Daniel tFaipa, D' rict General Manager Date
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Joanne Rempp, Board Secretary Attest:
9 Bernice E. Seidel
Clerk of the Board of Supervisors
10 County of Fresno, State of California
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By:
12 Dater( )1 , c�2 Deputy c
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Attn: Fire Department
14 P.O. Box 447
Laton, CA 93242
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For accounting use only:
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Org No.: 56201693
17 Account No.: 5039
Fund No.: 0001
18 Subclass No.: 10000
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Exhibit A
1 District's Responsibilities
2 District shall perform the following functions:
3 (1) District shall provide all fire suppression services for all fire suppression
4 calls dispatched by County's EMS Communications Center requiring District Fire apparatuses.
5 (2) District Fire shall consult with County's Representative in developing
6 District Fire's Policies and Procedures relating to dispatch only. District shall provide District
7 Fire's Policies and Procedures relating to dispatch to County for review thereof by County's
8 Representative. District shall not approve District Fire's Policies and Procedures relating to
9 dispatch until first having conferred with County's Representative and such representative
10 agrees such policies and procedures are not inconsistent with the County's EMS
11 Communication Center's policies and procedures. County's Representative shall have neither
12 the right nor the duty to approve the number of District Fire apparatuses or personnel, or
13 amount of District Fire equipment or other resources, that District Fire deems sufficient to
14 respond to any calls for District Fire Dispatching Services, or other District Fire's Policies and
15 Procedures unrelated to dispatch. District Fire shall be reasonable in developing District Fire's
16 Policies and Procedures relating to dispatch such that those policies and procedures are
17 substantially consistent with County's EMS Communication Center's Policies and Procedures.
18 (3) District shall participate in continuing education and training to County's
19 EMS Communications Center radio operators and staff regarding the dispatching and
20 management of District Fire resources.
21 (4) District shall assure all calls to District for EMS and fire suppression
22 services are immediately transferred to County's EMS Communications Center.
23 (5) In the event that District purchases and/or implements
24 software/equipment that requires County to purchase additional software/equipment to
25 accommodate that purchase, then District shall bear full responsibility for any additional costs
26 incurred by County and County shall invoice District for costs incurred.
27 (6) District shall provide County with data, which includes the exact times
28 EMS and fire suppression calls are received at District's Police Department Communications
A-1
Exhibit A
1 Center (or other point of District contact, if any) and transferred to County's EMS
2 Communications Center.
3 (7) District agrees to provide an internal quality improvement program, which
4 includes the participation of County and Provider.
5 (8) District shall be responsible for the provision and maintenance of all radio
6 and computer equipment in District Fire apparatuses and District owned radio infrastructure.
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A-2
Exhibit B
1 County's Services
2 County shall be responsible for and provide each of the following:
3 (1) County shall obtain and maintain dispatching equipment, hardware, software
4 (including software licenses), and other technologies, which will be utilized for the triage and
5 entry of information for District Fire Dispatching Services in County's EMS Communications
6 Center computer aided dispatch ("CAD") system, in connection with County's performance of
7 its District Fire Dispatching Services under this Agreement; and
8 (2) County shall be responsible for selection, configuration, installation, and
9 maintenance of equipment, hardware, software and other technologies associated with this
10 Agreement. Such equipment, hardware, software (including software licenses), and other
11 technologies purchased and/or obtained by County through this Agreement shall be the sole
12 property of County. In the event District purchases and/or obtains software (including software
13 licenses)for sole use by District, then District shall be responsible for on-going maintenance,
14 and replacement costs; and
15 (3) County shall provide District Fire Dispatching Services requiring responses
16 by District Fire apparatuses as follows:
17 (a) County's EMS Communication Center shall provide all District Fire
18 Dispatching Services in accordance with District Fire's Policies and Procedures affecting
19 District Fire Dispatching Services under this Agreement ("District Fire's Policies and
20 Procedures") (to the extent that they relate only to dispatch), which shall be subject to review
21 by County's EMS Director, or designee (the "County's Representative"), as provided in Section
22 (2) of Exhibit A.
23 (b) County's EMS Communication Center shall dispatch District Fire's
24 apparatuses through District's radios and electronic communications systems, and in
25 accordance with District Fire's Policies and Procedures (to the extent that they relate only to
26 dispatch), which shall be subject to review by County's Representative, as provided in Section
27 (2) of Exhibit A.
28 (c) In accordance with District Fire's Policies and Procedures,
B-1
Exhibit B
1 County's EMS Communications Center shall provide pre-arrival instructions to callers
2 requesting District Fire's services.
3 (d) County's EMS Communications Center shall provide inter-agency
4 coordination regarding requests for District Fire services, mutual aid, and instant-aid services,
5 and order specialized fire equipment from District or other agencies (e.g., hazardous materials
6 equipment, or "jaws of life"), which may be needed to handle an incident, and perform other
7 related duties, all in accordance with District Fire's Policies and Procedures (to the extent that
8 they relate only to dispatch), which shall be subject to review by County's Representative, as
9 provided in Section (2) of Exhibit A.
10 (e) County's EMS Communications Center shall track all activity of
11 District Fire's apparatuses utilizing the County's EMS Communications Center CAD system.
12 (f) County shall record all telephone and radio transmissions and
13 provide instant playback as needed. Upon request, County shall provide audio recordings to
14 District Fire.
15 (g) County shall provide reports to District as requested. County must
16 be given reasonable time to develop custom reports or reports that are not already developed.
17 (h) County shall provide 1 radio operator for dispatching of District
18 Fire's apparatuses 24 hours a day, 7 days a week. District understands that the radio operator
19 is not dedicated for the sole purpose of District and that the radio operator may be dispatching
20 other fire and EMS providers. District Fire shall work collaboratively with County on policies and
21 procedures that are consistent with other fire agencies that are being dispatching in County's
22 EMS Communications Center. County shall provide that dispatching staff shall be training in
23 emergency fire dispatch.
24 (i) County shall provide a minimum of one (1) dispatch supervisor be
25 on duty at County's EMS Communications Center twenty-four(24) hours a day, seven (7) days
26 a week. The supervisor shall be available to District's on-duty fire administration as needed.
27 0) County shall maintain an up-to-date manual of District Fire's
28 Policies and Procedures (subject to review by COUNTY's Representative, as provided in
B-2
Exhibit B
1 paragraph (2) of Exhibit A)for all dispatch staff, and shall provide for training and continuing
2 education of dispatch staff as needed.
3 (k) The goal for the immediate dispatch of a fire apparatus, in
4 accordance with DISTRICT FIRE approved dispatch protocols, and excluding multiple unit
5 responses, reassigned responses and other situations beyond the County's EMS
6 Communications Center control, shall be sixty (60) seconds. The dispatch time will be
7 measured from the time the telephone is answered by the call taker to the time the first fire
8 apparatus is alerted to the incident either by radio, telephone, pager or station alerting device.
9 A review shall occur for all cases in which dispatches are over ninety (90) seconds, and results
10 will be evaluated for improvement opportunities by the Fire Dispatch Continuous Quality
11 Improvement (CQI) Committee.
12 It is understood that because of the dynamic nature of emergency services, there
13 are situations when the sixty (60) second dispatch goal may not be achieved. Examples of
14 these situations include, but are not limited to:
15 1. calls with incomplete, inaccurate or no ANUALI
16 information (including CAD-to-CAD);
17 2. calls that do not geo-verify in the CAD;
18 3. calls in which the reporting party is either unable or
19 unwilling to immediately provide all required information as part of the call taking process (i.e.,
20 non-English speaking, hysterical, or uncooperative) or use of the Teletype (TTY) or
21 Telecommunication Device for the Deaf(TDD) or audio relay device.
22 It is understood by the parties hereto that County's provision of District Fire
23 Dispatching Services herein does not include any County provision of fire suppression
24 services, and that County is providing District Fire Dispatching Services herein to District on a
25 non-exclusive basis.
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B-3
Exhibit C
Compensation
The County will be compensated for performance of its services under this Agreement
as provided in this Exhibit C. The County is not entitled to any compensation except as
expressly provided in this Exhibit C.
County will be compensated according to the following schedule:
Payment Month Payment
Amount
1 Oct 2024 $840
2 Jan2025 $840
3 A r2025 $840
4 Ju12025 $840
5 Oct 2025 $865.50
6 Jan 2026 $865.50
7 A r 2026 $865.50
8 Ju12026 $865.50
9 Oct 2026 $891.75
10 Jan2027 $891.75
11 A r 2027 $891.75
12 Ju12027 $891.75
C-1
Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the indemnification of each party as stated in Article 8 above, it is understood
and agree that District and County shall maintain, at their sole expense, the following insurance
policies or self-insurance programs including, but not limited to, an insurance pooling
arrangement and/or Joint Powers Agreement to fund their respective liabilities through 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). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. Each party shall obtain an endorsement to this
policy naming the other party, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by each party
is excess only and not contributing with insurance provided under the other party's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
2. Additional Requirements
(A) Verification of Coverage for District. Within 30 days after the District signs this
Agreement, and at any time during the term of this Agreement as requested by the
County's Risk Manager or the County Administrative Office, the District shall deliver, or
cause its broker or producer to deliver, to the County Risk Manager, at 2220 Tulare
Street, 16th Floor, Fresno, California 93721, or
HRRiskManagement@fresnocountyca.gov, and by mail or email to the person identified
to receive notices under this Agreement, certificates of insurance and endorsements for
all of the coverages required under this Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
District has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
D-1
Exhibit D
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
District's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(B) Verification of Coverage for County. Within 30 days after the County signs this
Agreement, and at any time during the term of this Agreement as requested by the
District, the County shall deliver, or cause its broker or producer to deliver, to the District,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the District, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3)the
County has waived its right to recover from the District, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the Laton Community Services District, its officers, agents,
employees, and volunteers, individually and collectively, are additional insureds
insofar as the operations under this Agreement are concerned. The commercial
general liability insurance certificate must also state that the coverage shall apply
as primary insurance and any other insurance, or self-insurance, maintained by
the District shall be excess only and not contributing with insurance provided
under the County's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(C)Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(D) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, each party shall provide to the other party, or ensure that the policy requires
the insurer to provide to the other party, written notice of any cancellation or change in
the policy as required in this paragraph, not less than 30 days in advance of cancellation
or change.
(E) County's Entitlement to Greater Coverage. If the District has or obtains insurance with
broader coverage, higher limits, or both, than what is required under this Agreement,
then the County requires and is entitled to the broader coverage, higher limits, or both.
D-2
Exhibit D
To that end, the District shall deliver, or cause its broker or producer to deliver, to the
County's Risk Manager certificates of insurance and endorsements for all of the
coverages that have such broader coverage, higher limits, or both, as required under
this Agreement.
(F) Waiver of Subrogation for District. The District waives any right to recover from the
County, its officers, agents, employees, and volunteers any amounts paid under the
policy of worker's compensation insurance required by this Agreement. The District is
solely responsible to obtain any policy endorsement that may be necessary to
accomplish that waiver, but the District's waiver of subrogation under this paragraph is
effective whether or not the District obtains such an endorsement.
(G)Waiver of Subrogation for County. The County waives any right to recover from the
District, its officers, agents, employees, and volunteers any amounts paid under the
policy of worker's compensation insurance required by this Agreement. The County is
solely responsible to obtain any policy endorsement that may be necessary to
accomplish that waiver, but the County's waiver of subrogation under this paragraph is
effective whether or not the County obtains such an endorsement.
(H) County's Remedy for District's Failure to Maintain. If the District fails to keep in effect
at all times any insurance coverage required under this Agreement, the County may, in
addition to any other remedies it may have, suspend or terminate this Agreement upon
the occurrence of that failure, or purchase such insurance coverage, and charge the cost
of that coverage to the District.
(1) District's Remedy for County's Failure to Maintain. If the County fails to keep in
effect at all times any insurance coverage required under this Agreement, the District
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the County.
(J) Subcontractors. The District shall require and verify that all subcontractors used by the
County to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement.
D-3
Attachment A
City of Clovis - Revenue Agreement American Ambulance— Laton -Agreement
Year One 7/1/2024 - 6/30/2025 : $389,273 Year One 7/1/2024 - 6/30/2025 : $3,018
Year Two 7/1/2025 - 6/30/2026 : $435,986 Year Two 7/1/2025 - 6/30/2026 : $3,108
Year Three 7/1/2026 - 6/30/2027 : $483,944 Year Three 7/1/2026 - 6/30/2027 : $3,201
Term Maximum: $1,309,203 Term Maximum: $9,327
American Ambulance — Clovis - Department retains $1,062
Agreement NCFPD - Revenue Agreement
Year One 7/1/2024 - 6/30/2025 : $374,181 Year One 7/1/2024 - 6/30/2025 : $192,939
Year Two 7/1/2025 - 6/30/2026 : $420,441 Year Two 7/1/2025 - 6/30/2026 : $198,726
Year Three 7/1/2026 - 6/30/2027 : $467,931 Year Three 7/1/2026 - 6/30/2027 : $204,687
Term Maximum: $1,262,553 Term Maximum: $596,352
Department retains $46,650 American Ambulance— NCFPD Agreement
Laton Community Services District -
Revenue Agreement Year One 7/1/2024 - 6/30/2025 : $184,428
Year One 7/1/2024 - 6/30/2025 : $3,360 Year Two 7/1/2025 - 6/30/2026 : $189,960
Year Two 7/1/2025 - 6/30/2026 : $3,462 Year Three 7/1/2026 - 6/30/2027 : $195,660
Year Three 7/1/2026 - 6/30/2027 : $3,567 Term Maximum: $570,048
Term Maximum: $10,389 Department retains $26,304