Loading...
HomeMy WebLinkAbout32132Agreement No.15-274 1 EMERGENCY MEDICAL SERVICES AGREEMENT 2 THIS AGREEMENT is made and entered into this j l_pTi-. day of J ~ '2015, 3 by and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, 4 hereinafter referred to as "COUNTY," and the CITY OF KINGSBURG, a Municipal Corporation, 5 whose address is 1401 Draper Street, Kingsburg, California, 93631, hereinafter referred to as 6 "CONTRACTOR." 7 WI T N E S S E T H: 8 WHEREAS, COUNTY, through its Department of Public Health, has been designated as the 9 Local EMS Agency of the County of Fresno pursuant to California Health and Safety Code Section 1 o 1797.200; and 11 WHEREAS, CONTRACTOR has heretofore provided emergency ambulance services to 12 persons needing such services within the boundaries of Fresno County Ambulance Zone K; and 13 WHEREAS, CONTRACTOR desires to provide prehospital emergency medical services as 14 authorized by law within said Zone K. 15 NOW, THEREFORE, the parties hereto agree as follows: 16 1. The parties acknowledge that the COUNTY's Department of Public Health has been 17 designated as the Local EMS Agency of the COUNTY with authority to plan, implement and evaluate 18 an emergency medical services system in Fresno County pursuant to California Health and Safety 19 Code Sections 1797.200 and 1797.204. The parties also acknowledge that the Local EMS Agency has 2 0 implemented COUNTY EMS Policy #200 (Authorization of Ambulance Provider Agencies in Fresno 21 County). The parties further acknowledge that the EMS Medical Director ofthe COUNTY's 22 Department of Public Health has the authority set forth in Health and Safety Code Section 1798. 23 CONTRACTOR shall operate its prehospital emergency medical care services program in conformity 2 4 with the medical policies, procedures and standards issued, and amended, by the Local EMS Agency 2 5 (hereinafter collectively referred to as the "COUNTY EMS Policies and Procedures," and individually 2 6 referred to as "COUNTY EMS Policy #"). 2 7 Neither the fact that this Agreement is entered into nor anything contained in this 28 Agreement shall be construed as an admission by either party hereto regarding CONTRACTOR's - 1 -COUNTY OF FRESNO Fresno, CA 1 legal authority, if any, to plan, implement, and operate within or without its corporate boundaries a 2 system ofprehospital emergency medical services (including, but not limited to, ambulance services) 3 independent of COUNTY's authorization or approval. 4 2. DUTIES OF CONTRACTOR 5 A. CONTRACTOR shall be responsible for furnishing equipment and materials, as 6 hereinafter set forth, in order to provide prehospital emergency medical services to persons in need 7 thereof within the incorporated boundaries of the City of Kingsburg and that certain portion of the 8 unincorporated area of Fresno County, all known as Fresno County Ambulance Service Zone K, as 9 shown in Exhibit "A," attached hereto and incorporated herein by reference. 10 B. CONTRACTOR shall maintain automatic vehicle locators in each authorized 11 emergency ambulance unit and authorized disaster response unit. 12 C. CONTRACTOR shall assure that all calls received by the City of Kingsburg 13 PSAP (Public Safety Answering Point) for medical assistance are transferred directly to the 14 COUNTY's centralized ambulance dispatch facility. 15 3. DUTIES OF COUNTY 16 A. COUNTY shall operate a central dispatching facility and shall provide the 17 primary dispatch of all calls for prehospital emergency medical care and ambulance services within 18 the area set forth in Exhibit "A" to CONTRACTOR in accordance with COUNTY EMS Policies and 19 Procedures. 20 1) COUNTY will assist CONTRACTOR in developing, implementing, and 21 maintaining an internal field supervision system to provide evaluation of personnel providing service 2 2 under this Agreement according to the standards established by the COUNTY EMS Policies and 2 3 Procedures. 24 2) COUNTY will do periodic and annual inspections of CONTRACTOR's 2 5 emergency ambulance service personnel certifications, records, vehicles, equipment, and facilities 2 6 required by law and this Agreement. 27 B. Notwithstanding the foregoing provisions of Subsection 3.A. ofthis Agreement, 2 8 COUNTY is not restricted by reason of this Agreement from entering into an agreement for services - 2 - COUNTY OF FRESNO Fresno, CA 1 that are the same as or similar to these provided by CONTRACTOR pursuant to this Agreement with 2 an entity other than CONTRACTOR for the provision ofprehospital emergency medical services 3 within the same geographic area as described in Exhibit "A". COUNTY shall notify CONTRACTOR 4 of any proposal to enter into such an agreement with any other entity prior to award of such 5 agreement. 6 4. QUALIFICATION OF CONTRACTOR 7 CONTRACTOR shall at all times meet the requirements set forth by.the California 8 Highway Patrol, the California Health and Safety Code, the California Vehicle Code, the State 9 Department of Health, the California Code ofRegulations, the COUNTY's Department ofPublic 10 Health with respect to medical standards, and any other applicable statute or regulation with respect to 11 the services, equipment, and materials which are the subject matter ofthis Agreement. In the event of 12 conflicting statutes or regulations, the statute or regulation setting forth the most stringep.t 13 requirements shall be adhered to by CONTRACTOR. In the event of a conflict between the terms of 14 this Agreement and any resolution or regulation of the COUNTY, the terms of this Agreement shall 15 prevail. 16 5. AREA SERVED 17 CONTRACTOR shall provide prehospital emergency medical services, on a non- 18 exclusive basis, upon dispatch by COUNTY and upon direct call to Kingsburg's Police Department to 19 any location or incident within the territory of Fresno County Ambulance Service Zone Area K as 20 shown in Exhibit "A." In addition, upon request ofthe COUNTY EMS Communications Center, 21 CONTRACTOR shall, to the extent consistent with its primary responsibility to provide prehospital 22 emergency medical services in the area of Exhibit "A," render all reasonable "mutual aid" to those 2 3 providers of emergency medical services operating within the adjacent Service Zone Areas in order to 24 ensure that timely emergency medical services are rendered to persons in need of such services within 2 5 those areas. 26 6. SERVICES TO BE PROVIDED AND PERFORMANCE STANDARDS 27 A. CONTRACTOR shall provide appropriate ambulance, paramedic, and medical 28 equipment and personnel, except as set forth in this Agreement, in order to furnish "Advanced Life - 3 -COUNTY OF FRESNO Fresno, CA 1 Support" (ALS) and "Basic Life Support" (BLS) services to persons within the area defmed in Exhibit 2 "A" on a non-exclusive, on-call basis, twenty-four (24) hours per day, seven (7) days per week. 3 "Advanced Life Support" services shall mean special services designed to 4 provide definitive prehospital emergency medical care, including, but not limited to, cardiopulmonary 5 resuscitation, cardiac monitoring, cardiac defibrillation, advanced airway management, intravenous 6 therapy, administration of specified drugs and other medical preparations, and other specified 7 techniques and procedures administered by authorized personnel under direct supervision of a base 8 station hospital or according to approved written protocols. 9 "Basic Life Support" services shall mean emergency first aid and 10 cardiopulmonary resuscitation procedures which, as a minimum, includes recognizing respiratory and 11 cardiac arrest and starting the proper application of cardiopulmonary resuscitation to maintain life 12 without invasive techniques until the patient may be transported or until advanced life support is 13 available. 14 15 performance: 16 B. CONTRACTOR shall adhere to the following monthly standards of I) Metropolitan Response Area 17 The Metropolitan Response Area is defmed as that area within the 18 corporate limits of the City of Kingsburg plus an area within one (1) statutory mile of said corporate 19 limits, which is described in Exhibit "B", attached hereto and incorporated herein by this reference. 20 a) For Priority 1 and 2 responses to locations within the 21 Metropolitan Response Area, CONTRACTOR shall arrive at scene within ten (10) minutes of the time 2 2 alerted by COUNTY or called directly on at least ninety-five percent (95%) of such responses. 23 b) For Priority 3 and 4 responses to locations within the 24 Metropolitan Response Area, CONTRACTOR shall arrive at scene within twenty (20) minutes of the 2 5 time alerted by COUNTY or called directly on at least ninety-five percent (95%) of such responses. 26 c) For Priority 5 responses to locations within the Metropolitan 2 7 Response Area, CONTRACTOR shall arrive at scene within thirty (30) minutes of the scheduled pick- 2 8 up time on at least ninety-five percent (95%) of such responses. - 4 -COUNTY OF FRESNO Fresno, CA 1 2 3 4 5 2) Rural Response Area The Rural Response Area is defined as that area beyond the Metropolitan Response Area limits, which is described in Exhibit "C", attached hereto and incorporated herein by this reference. a) For Priority 1 and 2 responses to locations within the Rural 6 Response Area, CONTRACTOR shall arrive at scene within twenty (20) minutes of the time alerted 7 by COUNTY or called directly on at least ninety-five percent (95%) of such responses. 8 b) For Priority 3 and 4 responses to locations within the Rural 9 Response Area, CONTRACTOR shall arrive at scene within thirty (30) minutes of the time alerted by 10 COUNTY or called directly on at least ninety-five percent (95%) of such responses. 11 c) For Priority 5 responses to locations within the Rural Response 12 Area, CONTRACTOR shall arrive at scene within thirty (30) minutes of the scheduled pick-up time 13 on at least ninety-five percent (95%) of such responses. 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3) The required response times under this Agreement are measured from the time CONTRACTOR is alerted for a response to the time that CONTRACTOR arrives at scene. COUNTY provides CONTRACTOR with significant flexibility in CONTRACTOR's methods of providing said services in order to achieve minimum results required under this Agreement. This is based upon CONTRACTOR's commitment to perform to the response time standards required under this Agreement. Therefore, a deficiency or an error by CONTRACTOR in one or more phases of its operations (e.g., vehicle deployment plari and basing model, and vehicle maintenance) shall not be the basis for the EMS Agency granting an exception to CONTRACTOR for its performance in another phase of its operation (e.g., response time performance). Required response times shall be measured in minutes and seconds, and shall be time stamped by the EMS Agency's computer aided dispatch (CAD) system consistent with the requirements herein. COUNTY and the EMS Agency recognizes that dispatch operations are not a responsibility or under the control of CONTRACTOR. COUNTY and the EMS Agency acknowledge that CONTRACTOR is not to be held responsible for delays that may occur due to dispatching, and the CONTRACTOR acknowledges that the COUNTY EMS Communications Center -5 -COUNTY OF FRESNO Fresno, CA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 requires adequate time to process each request (e.g., time from request received to the time of unit alert). COUNTY agrees to monitor the COUNTY EMS Communications Center to ensure that its dispatch performance remains within the standards developed by COUNTY and the local EMS Agency. The EMS Agency may grant exemptions from response time performance requirements stated herein, on case-by-case basis, for calls where weather conditions, multi-casualty incidents, or other situations beyond the Contractor's control cause unavoidable delay. All such calls shall be individually examined by the EMS Agency as to system status plan and staffing levels, dispatch and in-service times, and other influencing factors (e.g., weather conditions), and if the circumstances warrant, the EMS Agency may authorize the exclusion of such calls when measuring performance requirements. Exclusion of a call under this paragraph means that a late call which has received approval for an appeal will not count as an on-time response. Therefore, it is excluded from the database for the purpose of fractile performance calculation (i.e., performance measured by fractions of a minute or hour). In order to be eligible for such exemption, the Contractor shall notify the EMS Agency within a reasonable amount of time of the occurrence. Equipment failure, personnel error, or lack of a nearby ambulance does not constitute grounds for exemption from response time performance requirements. a) Required response times are measured from the time 19 CONTRACTOR is alerted for a response until a fully staffed and equipped emergency ambulance unit 2 0 arrives at the scene of the incident. 21 1) "Unit Alert" 2 2 Shall be defmed as the moment the COUNTY EMS 2 3 Communications Center alerts CONTRACTOR's emergency ambulance unit for a response. 24 2) "At Scene" 2 5 Shall be defined as the moment when the assigned 2 6 emergency ambulance unit is physically at or within one hundred (1 00) feet of the scene. In instances 2 7 where the emergency ambulance unit responds to a location other than the scene (e.g., staging area), 2 8 arrival "at scene" shall be the time such unit arrives at, or is within one hundred (1 00) feet of, the - 6 -COUNTY OF FRESNO Fresno, CA 1 designated staging location. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3) Failure to Report "At Scene" In instances when emergency ambulance units fail to report "at scene," the time of the next communications by those units with the COUNTY EMS Communications Center shall be used as the "at scene" time. However, CONTRACTOR may appeal such instances when it can document the actual arrival time through another means (e.g., non- CONTRACTOR first responder communication recording and automatic vehicle locator). 4) Unit Cancelled Prior to Arrival "At Scene" Required response time standards do not apply to instances where CONTRACTOR is cancelled prior to arrival "at scene". 4) Performance Indicators for Alerting and Initiating Response The following performance indicators shall be used to evaluate the timeliness of CONTRACTOR's field operations (from time ofunit alert to time "at scene") in response to requests that require an immediate dispatch (Priorities 1 and 2) or an urgent dispatch (Priorities 3 and 4). Such performance indicators are not used as standards for enforcing CONTRACTOR's compliance with required response time standards under this Agreement. Rather, they are utilized as a means of determining whether CONTRACTOR meets the criteria for an exception to response time standards and for evaluating the need for more in-depth Quality Improvement review by the EMS Agency and/or CONTRACTOR of CONTRACTOR's services. a) Crew Response Phase (Priorities 1, 2, 3 and 4) For requests for immediate responses (Priorities 1 and 2) and urgent responses (Priorities 3 and 4), the "Chute Time" is the measurement of elapsed time from "unit alert" to the time that all crewmembers are in the ambulance unit, begin response, and report on radio to the COUNTY EMS Communications Center of"unit enroute." For CONTRACTOR's primary ambulance units, the maximum permissible Chute Time shall be one hundred twenty (120) seconds or less. This performance indicator is a performance measurement of CONTRACTOR's performance separate from any other performance standard in this Agreement. Ill - 7 -COUNTY OF FRESNO Fresno, CA 1 5) CONTRACTOR shall at all times maintain as a minimum, one (1) person 2 who is certified and licensed as an Emergency Medical Technician Paramedic ("Paramedic") and one 3 (1) person who is certified and licensed as an Emergency Medical Technician ("EMT"), as those terms 4 are defined in the California Health and Safety Code and the California Code of Regulations, on the 5 primary ambulance unit responding to emergency medical services calls. CONTRACTOR shall also 6 provide one (1) back-up emergency ambulance, when available, staffed by a minimum of two (2) 7 persons who are certified and licensed as EMTs, or persons who are certified and licensed at a higher 8 level. 9 Should CONTRACTOR be unable to provide Paramedic staff due to 10 illness or injury, CONTRACTOR shall immediately notify the COUNTY's Department ofPublic 11 Health and provide it with a proposed staffing schedule for maximizing Paramedic staff coverage. 12 Subject to COUNTY's Department of Public Health approval, an EMT staffed unit shall be provided 13 by CONTRACTOR during any gaps in Paramedic staffmg due to illness or injury. 14 6) If CONTRACTOR develops and implements operational procedures for 15 receiving telephone requests for ambulance service through a dispatch center other than the COUNTY 16 EMS Communications Center, CONTRACTOR shall make (and shall maintain for 180 days) or shall 17 maintain an agreement with the dispatch center to make (and maintain for 180 days) a tape-recorded 18 copy of all requests for medical aid. 19 7) CONTRACTOR shall, consistent with COUNTY EMS Policies and 2 0 Procedures, develop, collect, maintain and transmit to COUNTY data regarding its delivery of services 21 hereunder. 22 8) CONTRACTOR shall notify the COUNTY EMS Communications 2 3 Center immediately upon receipt of calls for medical aid and/or transportation and attempt to forward 24 medical911 calls to the COUNTY EMS Communications Center to allow for telephone medical pre- 2 5 arrival instructions. 26 9) CONTRACTOR shall make and maintain radio contact with the 2 7 COUNTY EMS Communications Center on the COUNTY EMS Med-Net System for the purpose of 2 8 tracking and data collection. - 8 -COUNTY OF FRESNO Fresno, CA 1 2 3 4 1 0) · CONTRACTOR agrees to provide an internal quality improvement program, which adheres to the COUNTY EMS System and is consistent with the minimum standards of the COUNTY EMS Policies and Procedures. 7. EQUIPMENT AND PERSONNEL 5 CONTRACTOR shall furnish, operate, maintain and replace, as necessary, any and all 6 items of equipment, apparatus and supplies, whether real, personal, or otherwise, and qualified 7 personnel as may be necessary to fulfill its obligations under this Agreement. As between the 8 COUNTY and CONTRACTOR, title to all such equipment, apparatus and supplies furnished by 9 CONTRACTOR shall remain at all times in CONTRACTOR and personnel assigned to the 1 0 performance of this Agreement are and shall remain employees or volunteers or contractors of 11 CONTRACTOR. 12 8. INDEPENDENT CONTRACTOR 13 In order to establish that COUNTY is not a co-employer of CONTRACTOR's officers, 14 agents or employees, the parties agree to the provisions ~fthis Section 8. 15 In performance of the work, duties, and obligations assumed by CONTRACTOR under 16 this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of 17 CONTRACTOR's officers, agents, and employees, will at all times be acting and performing as an 18 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, 19 employee, joint venturer, partner, or associate of the COUNTY. COUNTY shall retain the right to 2 0 administer this Agreement so as to verify that CONTRACTOR is performing its obligations in 21 accordance with the terms and conditions thereof. CONTRACTOR and COUNTY shall comply with 2 2 all applicable provisions of law and the rules and regulations, if any, of governmental aD:thorities 2 3 having jurisdiction over matters the subject thereof. 2 4 Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right to 2 5 employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely 2 6 liable and responsible for providing to, or on behalf of, its employees all legally-required employee 2 7 benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from 2 B all matters relating to payment of CONTRACTOR's employees, including compliance with Social - 9 -COUNTY OF FRESNO Fresno, CA 1 Security, withholding, and all other regulations governing such matters. It is acknowledged that during 2 the term of this Agreement, CONTRACTOR may be providing services to others unrelated to the 3 COUNTY or to this Agreement 4 9. NON-DISCRIMINATION 5 During the performance of this Agreement, CONTRACTOR shall not unlawfully discriminate 6 against any employee or applicant for employment, or recipient of services, because of race, religious 7 creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic 8 information, marital status, sex, gender, gender identity, gender expression, age, or sexual orientation, 9 pursuant to all applicable State of California and Federal statutes and regulations. 10 10. CONSIDERATION 11 A. COUNTY shall not be obligated to raise taxes, or to adopt or approve any tax 12 measures to provide funds, in order to compensate CONTRACTOR in connection with this 13 Agreement. The only compensation payable by COUNTY to CONTRACTOR for CONTRACTOR's 14 satisfactory performance of its services under this Agreement is as follows: 15 B. COUNTY shall provide both monetary and non-monetary compensation to 16 CONTRACTOR for the satisfactory performance of its services as provided herein. 17 1) Monetary Compensation 18 a) COUNTY shall pay to CONTRACTOR a monthly lump-payment 19 of One Thousand One Hundred Sixty-Six and 67/100 Dollars ($1, 166.67) for estimated dry runs and 2 0 uncollectible charges. The foregoing compensation represents the parties' best estimate of 21 CONTRACTOR's monthly dry runs and uncollected charges for services provided under this 2 2 Agreement. The maximum monetary compensation payable under this Agreement, for each period 23 from July 1st through June 30th of each year, shall not exceed Fourteen Thousand and No/100 Dollars 24 ($14,000.00). Notwithstanding the provisions of this Section 9, the total maximum monetary 2 5 compensation payable under this Agreement shall not exceed Twenty Eight Thousand and N o/1 00 2 6 Dollars ($28,000.00). 27 b) In consideration for such monetary compensation, 2 8 CONTRACTOR shall completely, unconditionally and irrevocably assign all of its "uncollectible -10 -COUNTY OF FRESNO Fresno, CA 1 accounts" to COUNTY. "Uncollectible accounts" shall be defined as those accounts receivable for 2 authorized runs which CONTRACTOR has been unable to collect payment upon after they become 3 past due or delinquent in accordance with CONTRACTOR's customary and usual practices as set 4 forth in COUNTY EMS Policy #205, and which accounts came into existence due to 5 CONTRACTOR's performance of this Agreement or as a result of CONTRACTOR's rendering of 6 emergency ambulance service, or both. The parties agree that CONTRACTOR will follow the 7 billings, collections, and account write-off practices and procedures outlined in COUNTY EMS Policy 8 #205, for purposes of this Subsection 9.B., of this Agreement. COUNTY shall have the discretion to 9 pursue any and all collection efforts for the compromise and settlement of such accounts. COUNTY 1 0 shall retain any and all revenues it receives on such accounts and shall have no obligation to pay to 11 CONTRACTOR any portion of such revenues collected. 12 2) Non-Monetary Compensation 13 The following are the forms of non-monetary compensation given 14 byCOUNTYtoCONTRACTOR: 15 a) The use of COUNTY communications infrastructure for EMS 16 Med Channels, as provided herein. 17 b) For emergency ambulance units and disaster response vehicles 18 approved by the EMS Agency, the provision, installation, and maintenance of the following 19 communications equipment. In the event equipment is lost or destroyed, CONTRACTOR shall be 2 0 responsible for replacement of such equipment.: 21 i) One (1) UHF in-vehicle radio with front and rear control 22 points; 2 3 ii) One (1) UHF handheld radio; iii) Two (2) alpha-numeric pagers. 24 25 C. COUNTY shall have no obligation to compensate CONTRACTOR for services 2 6 under this Agreement other than as stated above. The parties agree that the amounts stated above are 2 7 inclusive of and fulfill any obligation COUNTY may have, if any, presently or at any time during the 2 8 term of this Agreement, to compensate, reimburse, or otherwise pay CONTRACTOR for prehospital -11 -COUNTY OF FRESNO Fresno, CA 1 emergency medical services provided to medically-indigent persons. 2 11. AUDITING 3 COUNTY shall have the right to review any and all books, accounts, financial and 4 accounting records, bills and the like of CONTRACTOR relating to services provided under this 5 Agreement. CONTRACTOR shall retain and make available for inspection by COUNTY from the 6 date of termination of this Agreement for at least a three (3) year period all of the documents and 7 records described above. 8 If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00), 9 CONTRACTOR shall be subject to the examination and audit of the State Auditor for a period of 10 three (3) years after final payment under contract (Government Code Section 8546.7). 11 12. INSURANCE 12 Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR 13 or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect the 14 following insurance policies or a program of self-insurance, including but not limited to, an insurance 15 pooling arrangement or Joint Powers Agreement (JP A) throughout the term of this Agreement: 16 A. Commercial General Liability 17 Commercial General Liability Insurance with limits of not less than One Million 18 Dollars ($1,000,000.00) per occurrence and an annual aggregate of Two Million Dollars 19 ($2,000,000.00). This policy shall be issued on a per occurrence basis. County may require specific 2 0 coverage including completed operations, product liability, contractual liability, Explosion-Collapse- 21 Underground (XCU), fire legal liability or any other liability insurance deemed necessary because of 2 2 the nature of the contract. 23 B. Automobile Liability 24 Comprehensive Automobile Liability Insurance with a combined single limit of 2 5 not less One Million Dollars ($1 ,000,000) per accident. Coverage should include owned and non- 2 6 owned vehicles used in connection with this Agreement. 27 c. 28 Professional Liability Professional Liability Insurance (Errors and Omissions) with limits of not less -12 -COUNTY OF FRESNO Fresno, CA 1 than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) 2 annual aggregate. 3 D. Worker's Compensation 4 A policy of Worker's Compensation insurance as may be required by the 5 California Labor Code. 6 CONTRACTOR shall obtain endorsements to the Commercial General Liability 7 insurance naming the County of Fresno, its officers, agents, and employees, individually and 8 collectively, as additional insured, but only insofar as the operations under this Agreement are 9 concerned. Such coverage for additional insured shall apply as primary insurance and any other 10 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall be 11 excess only and not contributing with insurance provided under CONTRACTOR's policies herein. 12 This insurance shall not be cancelled or changed without a minimum ofthirty (30) days advance 13 written notice given to COUNTY. 14 Within thirty (30) days from the date CONTRACTOR signs this Agreement, 15 CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the 16 foregoing policies, as required herein, to the County ofFresno, Department ofPublic Health, P.O. Box 17 11867, Fresno, CA 93775, Attn: Contracts Section-6th Floor, stating that such insurance coverage 18 have been obtained and are in full force; that the County of Fresno, its officers, agents and employees 19 will not be responsible for any premiums on the policies; that such Commercial General Liability 2 0 insurance names the County of Fresno, its officers, agents and employees, individually and 21 collectively, as additional insured, but only insofar as the operations under this Agreement are 2 2 concerned; that such coverage for additional insured shall apply as primary insurance and any other 2 3 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees, shall be 24 excess only and not contributing with insurance provided under CONTRACTOR's policies herein; and 2 5 that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, 2 6 written notice given to COUNTY. 27 /// 2 8 Ill -13 -COUNTY OF FRESNO Fresno, CA 1 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as 2 herein provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate 3 this Agreement upon the occurrence of such event. 4 All policies shall be with admitted insurers licensed to do business in the State of 5 California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, 6 Inc. rating of A FSC VII or better. 7 The insurance requirements of this Section 11 shall apply to CONTRACTOR's 8 personnel during their performance of any activity which is the subject of this Agreement, or any 9 amendment hereto, including, but not limited to, their participation in clinical education programs and 1 0 prehospital experience while assigned to a separate paramedic ground ambulance provider. 11 13. MUTUAL INDEMNIFICATION 12 A. CONTRACTOR agrees to protect, defend, indemnify and hold harmless 13 COUNTY, its elective and appointive boards, officers, agents, employees, local EMS Agency, and 14 EMS Medical Director(s), from any and all claims, suits, liabilities, expenses, costs, damages, and 15 judgments of any nature, including attorney fees and court costs, for injury to, and death of, any 16 person, and for injury to any property, including consequential damages of any nature resulting 17 therefrom, arising out of, or in any way connected with any acts or omissions by, or on behalf of 18 CONTRACTOR, its officers, employees, agents or contractors in performing or failing to perform any 19 services or functions provided for or referred to or in any way connected with any work, services, or 2 0 functions to be performed by CONTRACTOR, its officers, employees, agents, or contractors under 21 this Agreement. The foregoing clause shall in no way obligate the CONTRACTOR to provide such 2 2 protection, inderrinification, or defense to the extent of acts or omissions by the COUNTY, its officers, 2 3 employees, agents, or contractors. 24 B. COUNTY agrees to protect, defend, indemnify and hold harmless 2 5 CONTRACTOR, its elective and appointive boards, officers, agents and employees from any and all 2 6 claims, suits, liabilities, expenses, costs, damages, and judgments of any nature, including attorney's 2 7 fees and court costs, for injury to, and death of, any persons, and for injury to any property, including 2 8 consequential damages of any nature resulting therefrom, arising out of, or in any way connected with -14 -COUNTY OF FRESNO Fresno, CA 1 the acts or omissions by, or on behalf of COUNTY, its officers, employees, agents or contractors in 2 performing or failing to perform any services or functions provided for or referred to or in any way 3 connected with any work, services, or functions to be performed by COUNTY, its officers, employees, 4 agents or contractors under this Agreement. The foregoing clause shall in no way obligate the 5 COUNTY to provide such protection, indemnification, or defense to the extent of acts or omissions by 6 the CONTRACTOR, its officers, employees, agents, or contractors. 7 C. The aforesaid indemnity and hold harmless clauses by CONTRACTOR and 8 COUNTY shall apply to all damages and claims for damages of every kind suffered, or alleged to 9 have been suffered by the party to be indemnified, including but not limited to attorney fees and court 10 costs, by reason ofthe aforesaid operations of the indemnifying party, regardless ofwhether or not the 11 insurance policies or Risk Management Authority Program or self-insurance of the indemnifying party 12 shall have been determined to be applicable to any such damages or claims for damages. 13 14. TERM OF AGREEMENT 14 This Agreement shall become effective on the 1st day of July, 2015, and shall terminate 15 on the 30th day of June, 2017. Upon the mutual written agreement of the parties hereto, this 16 Agreement may be extended beyond that date. 17 15. TERMINATION OF AGREEMENT 18 Either party hereto may terminate this Agreement at any time without cause upon ninety 19 (90) days written notice to the other party. Prior to giving such notice, the terminating party shall 2 0 notify the other party of its intention to terminate and shall allow the other party an opportunity to 21 appear before the COUNTY's Board of Supervisors or CONTRACTOR's City Council concerning 2 2 such notice of termination. 2 3 Either party hereto may terminate this Agreement at any time for cause for the other 24 party's material breach of its obligation affecting the public health and safety if not less than ten (10) 2 5 days advance, written notice has been given to the other party and such breach remains uncured. The 2 6 party receiving said notice may respond to said notice and any charges contained therein within the ten 2 7 (1 0) day period. CONTRACTOR shall be paid pro rata for those days of satisfactory service 2 8 performed to the date of termination. -15 -COUNTY OF FRESNO Fresno, CA 1 The terms of this Agreement, and the services to be provided hereunder, are contingent 2 on the approval of funds by the COUNTY's Board of Supervisors. Should sufficient funds not be 3 allocated by COUNTY, the services provided may be modified, or this Agreement terminated by 4 COUNTY at any time by giving the CONTRACTOR thirty (30) days advance written notice. 5 In the event of termination, each party shall be responsible for complying with all laws 6 applicable to them, if any, respecting reduction or termination of medical services. 7 16. FORCE MAJEURE 8 A. If either party hereto is rendered unable, wholly or in part, by Force Majeure to 9 carry out its obligations under this Agreement, that party shall give to the other party hereto prompt 10 written notice of the Force Majeure with full particulars relating thereto. Thereupon, the obligation of 11 the party giving the notice, so far as they are affected by the Force Majeure, shall be suspended during, 12 but no longer than, the continuance of the Force Majeure, except for a reasonable time thereafter 13 required to resume performance. 14 B. During any period in which either party hereto is excused from performance by 15 reason ofthe occurrence of an event afForce Majeure, the party so excused shall promptly, diligently, 16 and in good faith take all reasonable action required in order for it to be able to promptly commence or 17 resume performance of its obligations under this Agreement. Without limiting the generality of the 18 foregoing, the party so excused from performance shall, during any such period of Force Majeure, take 19 all reasonable action necessary to terminate any temporary restraining order or preliminary or 2 0 permanent injunctions to enable it to so commence or resume performance of its obligations under this 21 Agreement. 22 C. The party whose performance is excused due to the occurrence of an event of 2 3 Force Majeure shall, during such period, keep the other party hereto notified of all such actions 2 4 required in order for it to be able to commence or resume performance of its obligations under this 2 5 Agreement. 26 D. "Force Majeure" is defined as an Act of God, act ofpublic enemy, war, and other 2 7 extraordinary causes not reasonably within the control of either of the parties hereto. 28 Ill -16 -COUNTY OF FRESNO Fresno, CA 1 17. GOVERNING LAW 2 For purposes of venue, performance of this Agreement shall be in Fresno County, 3 California. The rights and obligations of the parties and all interpretations and performance of this 4 Agreement shall be governed in all respects by the laws of the State of California. 5 18. ENTIRE AGREEMENT 6 The parties agree that all of the terms of this Agreement shall be binding upon them, and 7 their successors-in-interest, assigns and legal representatives, and that together these terms constitute 8 the entire agreement of the parties with respect to the subject matter hereof. This Agreement 9 supersedes all previous negotiations, proposals, commitments, writings, understandings and 1 o agreements of any nature whatsoever concerning the subject matter hereof unless expressly included 11 in this Agreement. No variation or modification of this Agreement and no waiver of any of its 12 provisions or conditions shall be valid unless in writing and signed by an authorized agent or officer of 13 the parties. This Agreement may not be assigned by CONTRACTOR or COUNTY without the 14 written consent of the other party. CONTRACTOR shall not delegate, subcontract, assign, or transfer 15 any of its duties hereunder without the written consent of the COUNTY. 16 Ill 17 Ill 18 Ill 19 Ill 20 Ill 21 Ill 22 Ill 23 Ill 24 Ill 25 Ill 26 Ill 27 Ill 28 Ill -17 -COUNTY OF FRESNO Fresno, CA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 IN WI1NESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first hereinabove written. COUNTY OF FRESNO: By: -------------------------Chairman, Board of Supervisors Date: ------- BERNICE E. SEIDEL, Clerk Board of Supervisors By: ------------------------ Date: ______ _ APPROVED AS TO LEGAL FORM: DANIEL C. CEDERBORG, COUNTY COUNSEL ATTORNEY ~.i:rk~ By: APPROVED AS TO ACCOUNTING FORM: VICKI CROW, CPA, AUDITOR-CONTROLLER/ TREASURER-TAX COLLECTOR REVIEWED AND RECOMMENDED FOR :PROVLIJ I ;(U David Pomaville Director Department of Public Health as the designated EMS Agency -18 - CITY OF KINGSBURG: By: =----~----------------Kingsburg City Manager Dme: _______ _ City Clerk By: -------------------- Date: _______ _ APPROVED AS TO LEGAL FORM: CITY OF KINGSBURG By: ____________________ _ Mailing Address: 1401 Draper Street Kingsburg, CA 93631 Fund/Subclass: Organization: Account: 0001/10000 56201695 7295 COUNTY OF FRESNO Fresno, CA i 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as ofthe day and 2 year first hereinabove written. 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 cou~ly pF FIDfSN~: By: ~ ll. Chairman, Board of Supervisors Date: 1ruJ I~ J U>/S BERNICE E. SEIDEL, Clerk Board of Supervisors By:~ ~-:-#-, De~ Date: lo \ t ~I 10 (') I APPROVED AS TO LEGAL FORM: DANIEL C. CEDERBORG, COUNTY COUNSEL ATTORNEY By: ___________ _ APPROVED AS TO ACCOUNTING FORM: VICKI CROW, CPA, AUDITOR-CONTROLLER/ TREASURER-TAX COLLECTOR 21 By: ___________ _ 22 23 24 25 26 27 28 REVIEWED AND RECOMMENDED FOR APPROVAL: By: ___________ _ David Pomaville Director Department of Public Health as the designated EMS Agency -18 - CityClerk ~ By~..,.aS,__ Date: w_)- APPROVED AS TO LEGAL FORM: CITY OF KINGSBURG Mailing Address: 1401 Draper Street Kingsburg, CA 93631 Fund/Subclass: Organization: Account: 0001/10000 56201695 7295 COUNTY OF FRESNO Fresno, CA Exhibit A Fresno County Ambulance Service Area ZoneK Description 1. Beginning at the intersection ofS. McCall Avenue and E. Mt. View Avenue. 2. Proceed south along S. McCall Avenue to the intersection of S. McCall Avenue and E. Conejo Avenue. 3. Proceed west along E. Conejo Avenue to the intersection ofE. Conejo Avenue and S. Clovis Avenue. 4. Proceed south along S. Clovis Avenue to the intersection ofS. Clovis Avenue and E. Elkhorn Avenue. 5. Proceed east along E. Elkhorn Avenue to the intersection ofE. Elkhorn Avenue and S. Highland Avenue. 6. Proceed south along S. Highland A venue to the intersection of S. Highland A venue (State Route 43) and the Fresno County/Kings County line. 7. Proceed northeast along the Fresno County/Kings County line and the Fresno County/Tulare County line to the intersection ofthe Fresno County/Tulare County line and E. Mt. View Avenue. 8. Proceed west along E. Mt. View Avenue to the point of origin. t\1 ~ (1) -< (1) u ·-i:; (1) U) (1) <r:: u §~ N ...... ·--,..0 ::s (1) A ~ ,..0 ~ ~~ r..Ll ~ "' ~4 0 u 0 AVE ~ Cll (1) ;...., w ~ ;;;: It: Legend AVE streets CJzoneK ExhibitB Fresno County Ambulance Service Area ZoneK Metropolitan Response Area Description 1. Beginning at the intersection ofS. Del Rey Avenue and E. Mt. View Avenue. 2. Proceed south along S. Del Rey Avenue to the intersection ofS. Del Rey Avenue and E. Swanson Avenue. 3. Proceed east along E. Swanson Avenue to the intersection of E. Swanson Avenue and the Fresno County/Tulare County line. 4. Proceed northeast along the Fresno County/Tulare County line to the intersection of the Fresno County/Tulare County line and S. Zediker Avenue. 5. Proceed north along S. Zediker Avenue to the intersection of S. Zediker Avenue and E. Mt. View Avenue. 6. Proceed west along E. Mt. View A venue to the point of origin. m m ll'lDIAN'OLAAVE £ 0 , :z ~ m BETHEL AVE D N en 0 r+ ...., :::s (D (D (D r+ A en s: (D r+ ...., 0 ;u CD en "'0 0 :::s en (D ExhibitB Fresno County Ambulance Service Area ZoneK Metropolitan Response Area Description S DEL EYAVE INDIAN LA AVE NELSON AVE. S BET ELAVE "' ~ z z ~ "' m 0 z ~ m r C'D (,Q C'D ~ c. ~z m ~ c: :i! m "' "' ~ m SACADE YAVE S MENDOCINO VE m Ul l) z ~ S MI<DSE NAVE ~ (') ~ ~ m ~ c: :i! m "' "' S ZEDIKER AVE ;ij c: z :;! z m ~ "' m > ~ "' ~ z ~ ~ m ROAD 32 SSMITH AVE Exhibit C Fresno County Ambulance Service Area ZoneK Rural Response Area Description The Rural Response Area includes the area within Fresno County Ambulance Service Area Zone K (Exhibit A), excluding the area identified as the Metropolitan Response Area (Exhibit B). N 0 ::J CD A ~ m. 0 ;o CD (/) "'0 0 ::J (/) CD N 0 ::::s (D A Exhibit C Fresno County Ambulance Service Area ZoneK l tD (Q C'D ::l c. Rural Response Area RAVE m ~ m m z m "'