HomeMy WebLinkAboutKWPH Enterprises dba American Ambulance-North Central Fire Protection District Fire Dispatch Services_A-24-323.pdf ti coU� Count of Fresno Hall of Records,Room 301
Y 2281 Tulare Street
1 Fresno,California
Board of Supervisors 93721-2198
O� 1856 O Telephone:(559)600-3529
PR-f"'' 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
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o 156 0
� FRESH
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. 24-323
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. North Central Fire Protection District ("District") receives calls requesting both fire
12 suppression services and EMS and transfers those calls to County's EMS Communications
13 Center for dispatching the appropriate emergency ambulances and fire equipment.
14 C. District's Fire Department ("District Fire") continues to desire to receive dispatching
15 services for fire suppression calls, which may include dispatching of non-transport first
16 responder services, (collectively, "Fire Dispatching Services")from County's EMS
17 Communications Center.
18 D. It is to the mutual benefit and in the best interest of the District and County, and the
19 parties hereto, to combine EMS dispatching services and Fire Dispatching Services for the
20 purpose of providing improved services to the public.
21 E. It is a goal of County and District to consolidate dispatching services in Fresno County.
22 F. It has been determined by District and County that there is a need to provide EMS
23 dispatching services and Fire Dispatching Services through a centralized and combined effort
24 by County's EMS Communications Center and District Fire.
25 G. District and County intend to enter into an agreement which will continue the provision of
26 Fire Dispatching Services by County (the "District-County Agreement").
27 H. Contractor is willing to facilitate the District-County Agreement by entering into this
28 Agreement.
1
1 The parties therefore agree as follows:
2 Article 1
3 Contractor's Services
4 1.1 Scope of Services. The Contractor shall perform all of the services provided in
5 Exhibit A to this Agreement, titled "Scope of Services."
6 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
7 able to perform all of the services provided in this Agreement.
8 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
9 applicable federal, state, and local laws and regulations in the performance of its obligations
10 under this Agreement, including but not limited to workers compensation, labor, and
11 confidentiality laws and regulations.
12 Article 2
13 County's Responsibilities
14 2.1 The County shall perform the following functions:
15 A. County shall provide County-approved District Fire Policies and Procedures to
16 Contractor.
17 B. County shall assure that all calls to District for EMS and fire suppression services
18 are immediately transferred to County's EMS Communications Center.
19 C. County agrees to provide for an internal quality improvement program, which
20 includes the participation of Contractor and District Fire.
21 D. County shall obtain and maintain dispatching equipment, hardware, software
22 (including software licenses), and other technologies, which will be utilized for the triage and
23 entry of information for Fire Dispatching Services in County's EMS Communications Center
24 computer aided dispatch ("CAD") system, in connection with Contractor's performance of Fire
25 Dispatching Services under this Agreement.
26 E. County shall be responsible for selection, configuration, installation, and
27 maintenance of all dispatching equipment, hardware, software and other technologies
28 associated with this Agreement. All dispatching equipment, hardware, software (including
2
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 One Hundred Eighty-Four Thousand Four Hundred Twenty-Eight and 00/100
12 Dollars ($184,428.00).
13 For the period of July 1, 2025 through June 30, 2026, the amount of this Agreement
14 shall not exceed One Hundred Eight-Nine Thousand Nine Hundred Sixty and 00/100 Dollars
15 ($189,960.00)
16 For the period of July 1, 2026 through June 30, 2027, the amount of this Agreement
17 shall not exceed One Hundred Ninety-Five Thousand Six Hundred Sixty and 00/100 Dollars
18 ($195,660.00).
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 Payment. The County's obligation to compensate Contractor is subject to County
27 receiving sufficient and timely payments of funds from District under the District-County
28 Agreement. Subject to the following sentence, County shall pay Contractor no later than the
3
1 fifteenth (15th) day of the month in which payment is due without the necessity of Contractor
2 submitted invoices to County. All payments shall be remitted to Contractor at the following
3 address: 2911 E Tulare street, Fresno, CA 93721.
4 3.4 Incidental Expenses. The Contractor is solely responsible for all of its costs and
5 expenses that are not specified as payable by the County under this Agreement.
6 Article 4
7 Term of Agreement
8 4.1 Term. This Agreement is effective on July 1, 2024 and terminates on June 30, 2027,
9 except as provided in Article 6, "Termination and Suspension," below.
10 Article 5
11 Notices
12 5.1 Contact Information. The persons and their addresses having authority to give and
13 receive notices provided for or permitted under this Agreement include the following:
14
For the County:
15 Director, Department of Public Health
County of Fresno
16 P.O. Box 11867
Fresno, CA 93775
17 CCEMSACa)fresnocountVca.gov
Fax: (559)600-7691
18
For the Contractor:
19 American Ambulance
Attn: General Manager
20 2911 E Tulare St
Fresno, CA 93721
21
22 5.2 Change of Contact Information. Either party may change the information in section
23 5.1 by giving notice as provided in section 5.3.
24 5.3 Method of Delivery. Each notice between the County and the Contractor provided
25 for or permitted under this Agreement must be in writing, state that it is a notice provided under
26 this Agreement, and be delivered either by personal service, by first-class United States mail, by
27 an overnight commercial courier service, by telephonic facsimile transmission, or by Portable
28 Document Format (PDF) document attached to an email.
4
1 (A) A notice delivered by personal service is effective upon service to the recipient.
2 (B) A notice delivered by first-class United States mail is effective three County
3 business days after deposit in the United States mail, postage prepaid, addressed to the
4 recipient.
5 (C)A notice delivered by an overnight commercial courier service is effective one
6 County business day after deposit with the overnight commercial courier service,
7 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
8 the recipient.
9 (D)A notice delivered by telephonic facsimile transmission or by PDF document
10 attached to an email is effective when transmission to the recipient is completed (but, if
11 such transmission is completed outside of County business hours, then such delivery is
12 deemed to be effective at the next beginning of a County business day), provided that
13 the sender maintains a machine record of the completed transmission.
14 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
15 nothing in this Agreement establishes, waives, or modifies any claims presentation
16 requirements or procedures provided by law, including the Government Claims Act(Division 3.6
17 of Title 1 of the Government Code, beginning with section 810).
18 Article 6
19 Termination and Suspension
20 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
21 contingent on the approval of funds by the appropriating government agency. If sufficient funds
22 are not allocated, then the County, upon at least 60 days advance written notice to the
23 Contractor, may:
24 (A) Modify the services provided by the Contractor under this Agreement; or
25 (B) Terminate this Agreement.
26 6.2 Termination for Breach.
27 (A) Upon determining that a material breach has occurred, either party may give
28 written notice of the breach to the other party. The written notice may suspend
5
1 performance under this Agreement, and must provide at least 7 days for the breach to
2 be cured.
3 (B) If the party receiving such notice of breach fails to cure the breach to the
4 satisfaction of the other party within the time stated in the written notice, the Agreement
5 may be terminated immediately.
6 (C)A "material breach" by Contractor, as that term is defined by and used in the
7 EMS Provider Agreement, also shall be deemed to be a breach by Contractor under this
8 Agreement. Any notice by County to Contractor of Contractor's material breach under
9 the EMS Provider Agreement shall satisfy the requirement of County's giving notice to
10 Contractor of a material breach under this Agreement without the necessity of such
11 notice referring to Contractor's performance under this Agreement.
12 6.3 Termination without Cause. In circumstances other than those set forth above, the
13 County or Contractor may terminate this Agreement by giving at least 60 days advance written
14 notice to the other party.
15 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
16 under this Article 6 is without penalty to or further obligation of the County.
17 6.5 Rights upon Termination. County shall compensate or provide funding to
18 Contractor for any services performed under this Agreement prior to any termination of this
19 Agreement.
20 Article 7
21 Independent Contractor
22 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
23 agents, employees, and volunteers, is at all times acting and performing as an independent
24 contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint
25 venturer, partner, or associate of the County.
26 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
27 manner or method of the Contractor's performance under this Agreement, but the County may
28 verify that the Contractor is performing according to the terms of this Agreement.
6
1 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
2 right to employment rights or benefits available to County employees. The Contractor is solely
3 responsible for providing to its own employees all employee benefits required by law. The
4 Contractor shall save the County harmless from all matters relating to the payment of
5 Contractor's employees, including compliance with Social Security withholding and all related
6 regulations.
7 7.4 Services to Others. The parties acknowledge that, during the term of this
8 Agreement, the Contractor may provide services to others unrelated to the County.
9 Article 8
10 Indemnity and Defense
11 8.1 Contractor's Indemnity. The Contractor shall indemnify and hold harmless and
12 defend the County and District (including its officers, agents, employees, and volunteers)
13 against all claims, demands, injuries, damages, costs, expenses (including attorney fees and
14 costs), fines, penalties, and liabilities of any kind to the County and District, the Contractor, or
15 any third party that arise from or relate to the performance or failure to perform by the
16 Contractor(or any of its officers, agents, subcontractors, or employees) under this Agreement.
17 The County may conduct or participate in its own defense without affecting the Contractor's
18 obligation to indemnify and hold harmless or defend the County.
19 8.2 County's Indemnity. The County shall indemnify and hold harmless and defend the
20 Contractor (including its officers, agents, employees, and volunteers) against all claims,
21 demands, injuries, damages, costs, expenses (including attorney fees and costs), fines,
22 penalties, and liabilities of any kind to the Contractor, the County, or any third party that arise
23 from or relate to the performance or failure to perform by the County or District (or any of its
24 officers, agents, subcontractors, or employees) under this Agreement or under the District-
25 County Agreement. The Contractor may conduct or participate in its own defense without
26 affecting the County's obligation to indemnify and hold harmless or defend the Contractor.
27 8.3 Concurrent Negligence. In the event of concurrent negligence on the part of
28 Contractor or any of its officers, agents or employees, and of County or District or any of their
7
1 respective officers, agents, or employees, the liability for any and all such claims, demands and
2 actions in law or equity for such costs and expenses (including attorneys'fees and costs),
3 damages, and losses shall be apportioned under the State of California's theory of comparative
4 negligence as presently established or as may be modified hereafter
5 8.4 Survival. This Article 8 survives the termination of this Agreement.
6 Article 9
7 Insurance
8 9.1 The Contractor shall comply with all insurance requirements as are provided in the
9 EMS Provider Agreement. The parties agree that the provisions of the EMS Provider Agreement
10 (including any future amendments) shall and will be incorporated by this reference, as though
11 each and every such of the terms are set forth below. Contractor's failure to maintain all such
12 insurance coverages shall be deemed to be a breach of this Agreement.
13 Article 10
14 Inspections, Audits, and Public Records
15 10.1 Inspection of Documents. The Contractor shall make available to the County, and
16 the County may examine at any time during business hours and as often as the County deems
17 necessary, all of the Contractor's records and data with respect to the matters covered by this
18 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
19 request by the County, permit the County to audit and inspect all of such records and data to
20 ensure the Contractor's compliance with the terms of this Agreement.
21 10.2 State Audit Requirements. If the compensation to be paid by the County under this
22 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
23 California State Auditor, as provided in Government Code section 8546.7, for a period of three
24 years after final payment under this Agreement. This section survives the termination of this
25 Agreement.
26 10.3 Public Records. The County is not limited in any manner with respect to its public
27 disclosure of this Agreement or any record or data that the Contractor may provide to the
28
8
1 County. The County's public disclosure of this Agreement or any record or data that the
2 Contractor may provide to the County may include but is not limited to the following:
3 (A) The County may voluntarily, or upon request by any member of the public or
4 governmental agency, disclose this Agreement to the public or such governmental
5 agency.
6 (B) The County may voluntarily, or upon request by any member of the public or
7 governmental agency, disclose to the public or such governmental agency any record or
8 data that the Contractor may provide to the County, unless such disclosure is prohibited
9 by court order.
10 (C)This Agreement, and any record or data that the Contractor may provide to the
11 County, is subject to public disclosure under the Ralph M. Brown Act (California
12 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
13 (D)This Agreement, and any record or data that the Contractor may provide to the
14 County, is subject to public disclosure as a public record under the California Public
15 Records Act(California Government Code, Title 1, Division 7, Chapter 3.5, beginning
16 with section 6250) ("CPRA").
17 (E) This Agreement, and any record or data that the Contractor may provide to the
18 County, is subject to public disclosure as information concerning the conduct of the
19 people's business of the State of California under California Constitution, Article 1,
20 section 3, subdivision (b).
21 (F) Any marking of confidentiality or restricted access upon or otherwise made with
22 respect to any record or data that the Contractor may provide to the County shall be
23 disregarded and have no effect on the County's right or duty to disclose to the public or
24 governmental agency any such record or data.
25 10.4 Public Records Act Requests. If the County receives a written or oral request
26 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
27 and which the County has a right, under any provision of this Agreement or applicable law, to
28 possess or control, then the County may demand, in writing, that the Contractor deliver to the
9
1 County, for purposes of public disclosure, the requested records that may be in the possession
2 or control of the Contractor. Within five business days after the County's demand, the
3 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
4 possession or control, together with a written statement that the Contractor, after conducting a
5 diligent search, has produced all requested records that are in the Contractor's possession or
6 control, or (b) provide to the County a written statement that the Contractor, after conducting a
7 diligent search, does not possess or control any of the requested records. The Contractor shall
8 cooperate with the County with respect to any County demand for such records. If the
9 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
10 CPRA or other applicable law, it must deliver the record or data to the County and assert the
11 exemption by citation to specific legal authority within the written statement that it provides to
12 the County under this section. The Contractor's assertion of any exemption from disclosure is
13 not binding on the County, but the County will give at least 10 days' advance written notice to
14 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
15 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
16 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
17 failure to produce any such records, or failure to cooperate with the County with respect to any
18 County demand for any such records.
19 Article 11
20 Disclosure of Self-Dealing Transactions
21 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
22 or changes its status to operate as a corporation.
23 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
24 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
25 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to
26 the County before commencing the transaction or immediately after.
27
28
10
1 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
2 a party and in which one or more of its directors, as an individual, has a material financial
3 interest.
4 Article 12
5 General Terms
6 12.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
7 Agreement may not be modified, and no waiver is effective, except by written agreement signed
8 by both parties. The Contractor acknowledges that County employees have no authority to
9 modify this Agreement except as expressly provided in this Agreement.
10 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
11 under this Agreement without the prior written consent of the other party.
12 12.3 Governing Law. The laws of the State of California govern all matters arising from
13 or related to this Agreement.
14 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
15 County, California. Contractor consents to California jurisdiction for actions arising from or
16 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
17 brought and maintained in Fresno County.
18 12.5 Construction. The final form of this Agreement is the result of the parties' combined
19 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
20 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
21 against either party.
22 12.6 Days. Unless otherwise specified, "days" means calendar days.
23 12.7 Headings. The headings and section titles in this Agreement are for convenience
24 only and are not part of this Agreement.
25 12.8 Severability. If anything in this Agreement is found by a court of competent
26 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
27 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
28
11
1 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
2 intent.
3 12.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
4 not unlawfully discriminate against any employee or applicant for employment, or recipient of
5 services, because of race, religious creed, color, national origin, ancestry, physical disability,
6 mental disability, medical condition, genetic information, marital status, sex, gender, gender
7 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
8 all applicable State of California and federal statutes and regulation.
9 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
10 of the Contractor under this Agreement on any one or more occasions is not a waiver of
11 performance of any continuing or other obligation of the Contractor and does not prohibit
12 enforcement by the County of any obligation on any other occasion.
13 12.11 Force Majeure.
14 A. If either party hereto is rendered unable, wholly or in part, by Force Majeure to
15 carry out its obligations under this Agreement, that party shall give to the other party hereto
16 prompt written notice of the Force Majeure with full particulars relating thereto. Thereupon, the
17 obligations of the party giving the notice, so far as they are affected by the Force Majeure, shall
18 be suspended during, but no longer than, the continuance of the Force Majeure, except for a
19 reasonable time thereafter required to resume performance.
20 B. During any period in which either party hereto is excused from performance by
21 reason of the occurrence of an event of Force Majeure, the party so excused shall promptly,
22 diligently, and in good faith take all reasonable action required in order for it to be able to
23 promptly commence or resume performance of its obligations under this Agreement. Without
24 limiting the generality of the foregoing, the party so excused from performance shall, during any
25 such period of Force Majeure, take all reasonable action necessary to terminate any temporary
26 restraining order or preliminary or permanent injunctions to enable it to so commence or resume
27 performance of its obligations under this Agreement.
28
12
1 A. The party whose performance is excused due to the occurrence of an event of
2 Force Majeure shall, during such period, keep the other party hereto notified of all such actions
3 required in order for it to be able to commence or resume performance of its obligations under
4 this Agreement.
5 B. "Force Majeure" is defined as an Act of God, act of public enemy, war, and other
6 extraordinary causes not reasonably within the control of either of the parties hereto.
7 12.12 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
8 between the Contractor and the County with respect to the subject matter of this Agreement,
9 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
10 publications, and understandings of any nature unless those things are expressly included in
11 this Agreement. If there is any inconsistency between the terms of this Agreement without its
12 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
13 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
14 exhibits.
15 12.13 No Third-Party Beneficiaries. This Agreement does not and is not intended to
16 create any rights or obligations for any person or entity except for the parties.
17 12.14 Authorized Signature. The Contractor represents and warrants to the County that:
18 (A) The Contractor is duly authorized and empowered to sign and perform its
19 obligations under this Agreement.
20 (B) The individual signing this Agreement on behalf of the Contractor is duly
21 authorized to do so and his or her signature on this Agreement legally binds the
22 Contractor to the terms of this Agreement.
23 12.15 Electronic Signatures. The parties agree that this Agreement maybe executed by
24 electronic signature as provided in this section.
25 (A) An "electronic signature" means any symbol or process intended by an individual
26 signing this Agreement to represent their signature, including but not limited to (1) a
27 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
28
13
1 electronically scanned and transmitted (for example by PDF document) version of an
2 original handwritten signature.
3 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
4 equivalent to a valid original handwritten signature of the person signing this Agreement
5 for all purposes, including but not limited to evidentiary proof in any administrative or
6 judicial proceeding, and (2) has the same force and effect as the valid original
7 handwritten signature of that person.
8 (C)The provisions of this section satisfy the requirements of Civil Code section
9 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
10 Part 2, Title 2.5, beginning with section 1633.1).
11 (D) Each party using a digital signature represents that it has undertaken and
12 satisfied the requirements of Government Code section 16.5, subdivision (a),
13 paragraphs (1) through (5), and agrees that each other party may rely upon that
14 representation.
15 (E) This Agreement is not conditioned upon the parties conducting the transactions
16 under it by electronic means and either party may sign this Agreement with an original
17 handwritten signature.
18 12.16 Counterparts. This Agreement may be signed in counterparts, each of which is an
19 original, and all of which together constitute this Agreement.
20 [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
5
President, K.W.P.H Enterprises Nathan Magsig, Chairman of the Board of
6 Supervisors of the County of Fresno
7 Attest:
�Ac� V Bernice E. Seidel
8 Print Name Clerk of the Board of Supervisors
County of Fresno, State of California
9
10 _ ter _ _--'� J By:
Chief Firiancial Officer or Corporate Deputy
11 Secretary
12
13 � 1 5 e t e�S l/� 1 t-�''j -�,T� c� /
Print Name and Title
14
15 2911 E Tulare St.
Fresno, CA 93721
16
17
18
For accounting use only:
19
Org No.: 56201693
20 Account No.: 7295
Fund No.: 0001
21 Subclass No.: 10000
22
23
24
25
26
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15
Exhibit A
1 Scope of Services
2 A. Subject to District timely paying County for Fire Dispatching Services (as defined
3 in Article 3 of the District-County Agreement) under the District-County Agreement:
4 (1) Contractor, shall provide Fire Dispatching Services requiring responses by
5 District Fire apparatuses as follows:
6 a. Contractor shall provide all Fire Dispatching Services in
7 accordance with District Fire's Policies and Procedures ("District Fire's Policies and
8 Procedures"), which shall be approved by County's EMS Director, or designee, (the "County's
9 Representative").
10 b. Contractor shall dispatch District Fire's apparatuses through
11 District's radios and electronic communications, and in accordance with District Fire's Policies
12 and 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 District 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 District 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 District Fire's Policies and Procedures approved by County's Representative.
21 e. Contractor shall track all activity of District 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 District automatic aid agreements to include those agencies
25 outside 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. County shall provide one (1) radio operator for dispatching of
2 District Fire's apparatuses twenty-four(24) hours a day, seven (7) days a week. District
3 understands that the radio operator is not dedicated for the sole purpose of District and that the
4 radio operator may be dispatching other fire and EMS providers. Contractor shall provide a
5 radio operator to dispatch District's fire apparatuses twenty-four (24) hours a day, seven (7)
6 days a week, meeting the one hundred and twenty (120) second total Alarm Handling (TAH) as
7 outlined below. Under this agreement, Contractor will be compensated by County for District's
8 prorated cost of share of a dedicated radio operator to District's radio channel for twenty-four
9 (24) consecutive hours each day. The intent of this Agreement and the District-County
10 Agreement is to combine dispatch services of District Fire with dispatch services of another fire
11 department to create a dedicated 24-hour radio operator that is committed to both departments.
12 In the event that District or other department no longer desires this arrangement, the
13 compensation listed in Exhibit B of this Agreement shall be renegotiated to reflect the cost of
14 services based on the District's new prorated cost share.
15 i. Contractor shall provide that dispatch staff shall be trained at the
16 National Academy of Emergency Dispatch at the Emergency Fire Dispatcher level or substitute
17 training with approval of District.
18 j. Contractor shall provide that a minimum of one (1) dispatch
19 supervisor shall be on duty at County's EMS Communications Center twenty-four (24) hours a
20 day, seven (7) days a week. The supervisor shall be available to District's on-duty fire
21 administration as needed.
22 k. Contractor shall maintain an up-to-date manual of District Fire's
23 Policies and Procedures (approved by County's Representative, as provided herein)for all
24 dispatch staff, and shall provide for training and continuing education of dispatch staff as
25 needed.
26 1. The It is the intent of both parties to achieve the recommendations
27 outlined in the National Fire Protection Association ("NFPA") Standard 1221for the immediate
28 dispatch of a fire apparatus. The Total Alarm Handling (TAH)time will be measured from the
A-2
Exhibit A
1 time the telephone is answered by the call taker at EMS Communications Center to the time
2 that the first fire apparatus is alerted to the incident either by radio, telephone, station alerting
3 device or any other mutually agreed upon method of alerting. The TAH times shall be one
4 hundred and twenty (120) seconds or less in a minimum of ninety percent (90%) of incidents.
5 The TAH time measurement will exclude reassigned responses and other situations beyond the
6 COUNTY's EMS Communications Center control. COUNTY shall review all cases in which
7 dispatches are over one hundred and twenty (120) seconds, and results will be evaluated for
8 improvement opportunities by the Fire Dispatch Continuous Quality Improvement ("CQI")
9 Committee. The Parties agree to meet and confer to refine the list of situations stated
10 hereinabove where one hundred and twenty (120) second call processing may not be
11 achievable. Modifications may be made to said list of situations upon written mutual agreement
12 between COUNTY's EMS Director or designee, and CITY's Fire Chief or designee.
13 B. It is understood by the parties hereto that:
14 (1) Contractor's provision of Fire Dispatching Services herein does not include
15 any Contractor or County provision of fire suppression services.
16 (2) All fire suppression services for all fire suppression calls to be dispatched by
17 Contractor are to be provided by District pursuant to the District-County
18 Agreement.
19 (3) Contractor is providing Fire Dispatching Services herein on a non-exclusive
20 basis.
21 (4) County's compensation paid to Contractor for its performance of Fire
22 Dispatching Services herein is for supplemental services that are in addition
23 to any other services that Contractor provides, and for which Contractor
24 acknowledges that Contractor is paid in accordance with the EMS Provider
25 Agreement.
26 (5) Contractor shall first obtain County's written permission to provide any other
27 dispatching services through the County's EMS Communications Center.
28
A-3
Exhibit A
1 Notwithstanding anything stated to the contrary herein, Contractor
2 covenants, warrants, and represents to County that:
3 a. Any funds that County may pay to Contractor, or that Contractor
4 otherwise may collect from performing service in connection with the
5 EMS Provider Agreement, including, but not limited to, County
6 compensation and Contractor's fees and charges for services
7 rendered to patients, shall not be diverted or otherwise used, either
8 directly or indirectly, by Contractor to subsidize Contractor's
9 performance of this Agreement.; and
10 b. Contractor shall not directly or indirectly charge any costs or
11 expenses incurred in connection with the performance of this
12 Agreement to any of Contractor's other operations for or approved by
13 County, including but not limited to Contractor's operations in the
14 County's EMS Communications Center for County under the EMS
15 Provider Agreement and/or for other County-approved agencies
16 (e.g., agencies that may be outside of Fresno County such as the
17 County of Kings or cities or special districts, if any, within Fresno
18 County).
19 C. Contractor's performance of Fire Dispatching Services herein shall enhance
20 Contractor's peak load capacity, disaster readiness and overall efficiency in providing
21 dispatching services in County's EMS Communications Center, and shall not detract from
22 Contractor's performance of its obligations under the EMS Provider Agreement, or any other
23 agreement, if any, entered into or authorized by County.
24
25
26
27
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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 Jul 2024 $15,369
2 Aug2024 $15,369
3 Sep 2024 $15,369
4 Oct 2024 $15,369
5 Nov 2024 $15,369
6 Dec 2024 $15,369
7 Jan 2025 $15,369
8 Feb 2025 $15,369
9 Mar 2025 $15,369
10 A r 2025 $15,369
11 May 2025 $15,369
12 Jun 2025 $15,369
13 Ju12025 $15,830
14 Aug2025 $15,830
15 Sep 2025 $15,830
16 Oct 2025 $15,830
17 Nov 2025 $15,830
18 Dec 2025 $15,830
19 Jan 2026 $15,830
20 Feb 2026 $15,830
21 Mar 2026 $15,830
22 A r 2026 $15,830
23 May 2026 $15,830
24 Jun 2026 $15,830
25 Ju12026 $16,305
26 Au 2026 $16,305
27 Sep 2026 $16,305
28 Oct 2026 $16,305
29 Nov 2026 $16,305
30 Dec 2026 $16,305
31 Jan 2027 $16,305
32 Feb 2027 $16,305
33 Mar 2027 $16,305
34 A r 2027 $16,305
35 May 2027 $16,305
36 Jun 2027 $16,305
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
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 1Department retains $26,304