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HomeMy WebLinkAboutAgreement A-20-265 with American Ambulance City of Selma.pdf2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Agreement No. 20-265 AGREEMENT THIS AGREEMENT is made and entered into this 1st day of __ J_ul_y ___ , 2020, by and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred.to as "COUNTY," and K.W.P.H. ENTERPRISES , doing business as AMERICAN AMBULANCE , a California Corporation, whose address is 2911 East Tulare Street , Fresno , California 93 721 , hereinafter referred to as "CONTRACTOR." W I T N E S S E T H: WHEREAS , COUNTY 's Emergency Medical Services ("EMS") Communications Center is staffed and operated by CONTRACTOR through that certain Emergency Medical Services Provider Agreement for Emergency Ambulance Service and Advanced Life Support (Paramedic) Ambulance Service dated May 16 , 2017 (COUNTY Agreement No. 17-218 , the "EMS PROVIDER Agreement"), by and between COUNTY and PROVIDER; and WHEREAS, the City of Selma ("CITY") receives calls requesting both fire suppression services and EMS and transfers these calls to COUNTY 's EMS Communications Center for dispatching the appropriate emergency vehicles; and WHEREAS , CITY 's FIRE Department ("FIRE") desires to receive dispatching services for fire suppression calls , which may include dispatching of non-transport first responder services , (collectively, "FIRE Dispatching Services") from COUNTY 's EMS Communications Center; and WHEREAS , CONTRACTOR desires to provide dispatching services for CITY; and WHEREAS , it is to the mutual benefit and in the best interest of the CITY and COUNTY , and the parties hereto , to combine EMS dispatching services and FIRE Dispatching Services for the purpose of providing improved services to the public ; and WHEREAS , it is a goal of COUNTY and CITY to consolidate dispatching services in Fresno County ; and WHEREAS , it has been determined by CITY and COUNTY that there is a need to provide EMS dispatching services and FIRE Dispatching Services through a centralized and combined effort by COUNTY's EMS Communications Center and FIRE; and COUNTY OF FRESNO Fres no , Ca li fo rnia 2COUNTY OF FRESNO Fresno, California WHEREAS, CITY and COUNTY intend to enter into an agreement which will continue 1 the provision of FIRE Dispatching Services by COUNTY (the “CITY-COUNTY Agreement”); 2 and 3 WHEREAS, CONTRACTOR is willing to facilitate the CITY-COUNTY Agreement by 4 entering into this Agreement. 5 NOW, THEREFORE, in consideration of their mutual covenants and conditions, the 6 parties hereto agree as follows: 7 1.SERVICES8 A.Subject to CITY timely paying COUNTY for FIRE Dispatching Services9 (defined in Section 4.A. of the CITY-COUNTY Agreement) under the CITY-COUNTY 10 Agreement: 11 (1)COUNTY shall obtain and maintain dispatching equipment,12 hardware, software (including software licenses), and other technologies, which will be utilized 13 for the triage and entry of information for FIRE Dispatching Services in COUNTY’s EMS 14 Communications Center computer aided dispatch (“CAD”) system, in connection with 15 CONTRACTOR’s performance of FIRE Dispatching Services under this Agreement; and 16 (2)COUNTY shall be responsible for selection, configuration,17 installation, and maintenance of all dispatching equipment, hardware, software and other 18 technologies associated with this Agreement. All dispatching equipment, hardware, software 19 (including software licenses), and other technologies purchased and/or obtained through this 20 Agreement shall be the sole property of COUNTY. 21 (3)CONTRACTOR, shall provide FIRE Dispatching Services22 requiring responses by FIRE apparatuses as follows: 23 (a)CONTRACTOR shall provide all FIRE Dispatching24 Services in accordance with FIRE’s Policies and Procedures (“FIRE’s Policies and 25 Procedures”), which shall be approved by COUNTY’s EMS Director, or his or her designee 26 (the “COUNTY’s Representative”). 27 (b)CONTRACTOR shall dispatch FIRE’s apparatuses through28 3COUNTY OF FRESNO Fresno, California CITY’s radios and electronic communications, and in accordance with FIRE’s Policies and 1 Procedures approved by COUNTY’s Representative. 2 (c)CONTRACTOR shall provide pre-arrival instructions to3 callers requesting fire suppression service responses in accordance with FIRE’s Policies and 4 Procedures approved by COUNTY’s Representative. 5 (d)CONTRACTOR shall provide inter-agency coordination6 regarding requests for fire suppression service, mutual aid and instant aid services, and order 7 specialized fire equipment from CITY or other agencies (e.g., hazardous materials equipment, 8 or “jaws of life”) which may be needed to handle an incident, and perform other related duties 9 in accordance with FIRE’s Policies and Procedures approved by COUNTY’s Representative. 10 (e)CONTRACTOR shall track all activity of FIRE’s11 apparatuses responses utilizing the COUNTY’s EMS Communications Center CAD system. 12 (f)COUNTY shall provide one (1) radio operator for13 dispatching of FIRE’S apparatuses twenty-four (24) hours a day, seven (7) days a week. CITY 14 understands that the radio operator is not dedicated for the sole purpose of CITY and that the 15 radio operator may be dispatching other fire and EMS providers. 16 (g)CONTRACTOR shall provide that a minimum of one (1)17 dispatch supervisor shall be on duty at COUNTY’s EMS Communications Center twenty-four 18 (24) hours a day, seven (7) days a week. The supervisor shall be available to CITY’s on-duty19 fire administration as needed. 20 (h)CONTRACTOR shall maintain an up-to-date manual of21 FIRE’s Policies and Procedures (approved by COUNTY’s Representative, as provided herein) 22 for all dispatch staff, and shall provide for training and continuing education of dispatch staff as 23 needed. 24 (j)The goal for the immediate dispatch of a fire apparatus, in25 accordance with FIRE approved dispatch protocols, and excluding multiple unit responses, 26 reassigned responses and other situations beyond the COUNTY’s EMS Communications Center 27 control; shall be sixty (60) seconds. The dispatch time will be measured from the time the 28 4 COUNTY OF FRESNO Fresno, California telephone is answered by the call taker to the time the first fire apparatus is alerted to the incident 1 either by radio, telephone, pager, or station alerting device. A review shall occur for all cases in 2 which dispatches are over ninety (90) seconds and results will be evaluated for improvement 3 opportunities by the Fire Dispatch Continuous Quality Improvement (CQI) Committee. 4 It is understood that because of the dynamic nature of emergency services, there are 5 situations when the sixty (60) second dispatch goal may not be achieved. Examples of these 6 situations include, but are not limited to: 7 1. calls with incomplete, inaccurate or no ANI/ALI 8 information (including CAD-to-CAD). 9 2. calls that do not geo-verify in the CAD. 10 3. calls in which the reporting party is either unable or 11 unwilling to immediately provide all required information as part of the call taking process (i.e., 12 non-English speaking, hysterical, or uncooperative) or use of Teletype (TTY) or 13 Telecommunication Device for the Deaf (TDD) or audio relay device. 14 Calls for service that meet one of the above exemption 15 categories shall have a dispatch time of no more than ninety (90) seconds in a minimum of ninety-16 five percent (95%) of calls received each month. 17 B. It is understood by the parties hereto that (i) CONTRACTOR’s provision 18 of FIRE Dispatching Services herein does not include any CONTRACTOR or COUNTY 19 provision of fire suppression services, (ii) all fire suppression services for all fire suppression 20 calls to be dispatched by CONTRACTOR are to be provided by CITY pursuant to the CITY-21 COUNTY Agreement, (iii) CONTRACTOR is providing FIRE Dispatching Services herein on 22 a non-exclusive basis, (iv) COUNTY’s compensation paid to CONTRACTOR for its 23 performance of FIRE Dispatching Services herein is for supplemental services that are in 24 addition to any other services that CONTRACTOR provides, and for which CONTRACTOR 25 acknowledges that CONTRACTOR is paid in accordance with the EMS PROVIDER Fresno 26 County Agreement no. 07-292, and (v) CONTRACTOR shall first obtain COUNTY’s written 27 permission to provide any other dispatching services through the COUNTY’s EMS 28 5 COUNTY OF FRESNO Fresno, California Communications Center. Notwithstanding anything stated to the contrary herein, 1 CONTRACTOR covenants, warrants, and represents to COUNTY that (i) Any funds that 2 COUNTY may pay to CONTRACTOR, or that CONTRACTOR otherwise may collect from 3 performing service in connection with the EMS PROVIDER Agreement, including, but not 4 limited to, COUNTY compensation and CONTRACTOR’s fees and charges for services 5 rendered to patients, shall not be diverted or otherwise used, either directly or indirectly, by 6 CONTRACTOR to subsidize CONTRACTOR’s performance of this Agreement, and (ii) 7 CONTRACTOR shall not directly or indirectly charge any costs or expenses incurred in 8 connection with the performance of this Agreement to any of CONTRACTOR’s other 9 operations for or approved by COUNTY, including but not limited to CONTRACTOR’s 10 operations in the COUNTY’s EMS Communications Center for COUNTY under the EMS 11 PROVIDER Agreement and/or for other COUNTY-approved agencies (e.g., agencies that may 12 be outside of Fresno County such as the County of Kings or cities or special districts, if any, 13 within Fresno County). 14 C. CONTRACTOR’s performance of FIRE Dispatching Services herein shall 15 enhance CONTRACTOR’s peak load capacity, disaster readiness and overall efficiency in 16 providing dispatching services in COUNTY’s EMS Communications Center, and shall not 17 detract from CONTRACTOR’s performance of its obligations under the EMS PROVIDER 18 Agreement, or any other agreement, if any, entered into or authorized by COUNTY. 19 D. COUNTY shall perform the following functions: 20 (1) COUNTY shall provide COUNTY-approved FIRE Policies and 21 Procedures to CONTRACTOR. 22 (2) COUNTY shall assure that all calls to CITY for EMS and fire 23 suppression services are immediately transferred to COUNTY’s EMS Communications Center. 24 (3) COUNTY agrees to provide for an internal quality improvement 25 program, which includes the participation of CONTRACTOR and FIRE. 26 2. TERM 27 This Agreement shall become effective on the 1st day of July, 2020 and terminate 28 6 COUNTY OF FRESNO Fresno, California on the 30th day of June, 2023, unless sooner terminated as provided herein. 1 Notwithstanding anything stated to the contrary herein, this Agreement shall 2 automatically terminate on any earlier date that the CITY-COUNTY Agreement terminates. 3 3. TERMINATION 4 A. Non-Allocation of Funds - The terms of this Agreement, and the services 5 to be provided hereunder, are contingent on the approval of funds by the appropriating 6 governmental agency, provided however, should sufficient funds not be allocated, (i) the 7 services provided may be modified at any time upon the parties’ mutual written agreement, or 8 (ii) this Agreement may be terminated at any time by the COUNTY giving at least sixty (60) 9 days’ advance written notice of an intention to terminate to the CONTRACTOR. 10 B. Without Cause - Under circumstances other than those set forth above, 11 this Agreement may be terminated by CONTRACTOR or COUNTY upon the giving of at least 12 sixty (60) days’ advance written notice of an intention to terminate to the other party. 13 C. Material Breach - Either party may terminate this Agreement at any time 14 for cause for the other party’s material breach of its obligations herein if not less than seven (7) 15 days’ advance, written notice has been given to the other party and such breach remains uncured 16 within that seven (7) day period. The party receiving such notice may respond to said notice and 17 any charges contained therein within that seven (7) day period. A “Material Breach” by 18 CONTRACTOR, as that term is defined by and used in the EMS PROVIDER Agreement, also 19 shall be deemed to be a material breach by CONTRACTOR under this Agreement. Any notice 20 by COUNTY to CONTRACTOR of CONTRACTOR’s Material Breach under the EMS 21 Provider Agreement shall satisfy the requirement of COUNTY giving notice to CONTRACTOR 22 of a material breach under this Agreement without the necessity of such notice referring to 23 CONTRACTROR’s performance under this Agreement. 24 D. COUNTY shall compensate or provide funding to CONTRACTOR for 25 any services performed under this Agreement prior to any termination of this Agreement. 26 4. COMPENSATION FOR SERVICES 27 A. For CONTRACTOR’S performance of FIRE Dispatching Services herein, 28 7 COUNTY OF FRESNO Fresno, California COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive compensation 1 pursuant to Exhibit A, attached hereto and incorporated herein by this reference. In no event 2 shall compensation for COUNTY’S performance of FIRE Dispatching Services under this 3 Agreement be in excess of the amounts listed as follows: 4 (1) For the period of July 1, 2020 through June 30, 2021, the amount 5 of this Agreement shall not exceed Twelve Thousand Eight Hundred Sixty and No/100 Dollars 6 ($12,860.00). 7 (2) For the period of July 1, 2021 through June 30, 2022, the amount 8 of this Agreement shall not exceed Thirteen Thousand Two Hundred Forty-Six and 00/100 9 Dollars ($13,246.00). 10 (3) For the period of July 1, 2022 through June 30, 2023, the amount 11 of this Agreement shall not exceed Thirteen Thousand Six Hundred Forty-Four and 00/100 12 Dollars (13,644.00). 13 B. COUNTY’s obligation to compensate CONTRACTOR herein is subject to 14 COUNTY receiving sufficient and timely payments of funds from CITY under the CITY-15 COUNTY Agreement. Subject to the foregoing sentence, COUNTY, promptly following 16 COUNTY’s receipt of such CITY funds, shall pay CONTRACTOR no later than the fifteenth 17 (15th) day of the month in which the services are provided by CONTRACTOR without the 18 necessity of CONTRACTOR submitting invoices to COUNTY. All payments shall be remitted 19 to CONTRACTOR at the following address: American Ambulance, 2911 East Tulare Street, 20 Fresno, CA 93721. 21 5. INDEPENDENT CONTRACTOR 22 A. In performance of the work, duties, and obligations assumed by 23 CONTRACTOR under this Agreement, it is mutually understood and agreed that 24 CONTRACTOR, including any and all of CONTRACTOR’s officers, agents, and employees 25 will at all times be acting and performing as an independent contractor, and shall act in an 26 independent capacity and not as an officer, agent, servant, employee, joint venture, partner, or 27 associate of COUNTY. Furthermore, COUNTY shall have no right to control or supervise or 28 8 COUNTY OF FRESNO Fresno, California direct the manner or method by which CONTRACTOR shall perform its work and function, 1 except for CONTRACTOR’s compliance with FIRE’s Policies and Procedures, herein. 2 However, COUNTY shall retain the right to administer this Agreement so as to verify that 3 CONTRACTOR is performing its obligations in accordance with the terms and conditions 4 thereof. CONTRACTOR and COUNTY shall comply with all applicable provisions of law and 5 the rules and regulations, if any, of governmental authorities having jurisdiction over matters 6 which are directly or indirectly the subject of this Agreement. 7 B. Because of its status as an independent contractor, CONTRACTOR shall 8 have absolutely no right to employment rights and benefits available to COUNTY employees. 9 CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its 10 employees all legally-required employee benefits. In addition, CONTRACTOR shall be solely 11 responsible and save COUNTY harmless from all matters relating to payment of 12 CONTRACTOR’s employees, including compliance with Social Security, withholding, and all 13 other regulations governing such matters. It is acknowledged that during the term of this 14 Agreement, CONTRACTOR may be providing services to others unrelated to COUNTY or to 15 this Agreement. 16 6. MODIFICATION 17 Any matters of this Agreement may be modified from time to time by the written 18 consent of all the parties hereto without, in any way, affecting the remainder. 19 7. HOLD-HARMLESS 20 A. CONTRACTOR agrees to indemnify, save, hold harmless, and at 21 COUNTY’s request, defend COUNTY and CITY, including their respective officers, agents, 22 and employees from any and all costs and expenses (including attorneys’ fees and costs), 23 damages, liabilities, claims, and losses occurring or resulting to COUNTY or CITY (as 24 applicable) in connection with the performance, or failure to perform, by CONTRACTOR, 25 including its officers, agents, or employees under this Agreement, and from any and all costs and 26 expenses (including attorneys’ fees and costs), damages, liabilities, claims, and losses occurring 27 or resulting to any person, firm, or corporation who may be injured or damaged by the 28 9 COUNTY OF FRESNO Fresno, California performance, or failure to perform, of CONTRACTOR, including its officers, agents, or 1 employees under this Agreement. 2 B. COUNTY agrees to indemnify, save, hold harmless, and at 3 CONTRACTOR’s request, defend CONTRACTOR, including its officers, agents, and 4 employees from any and all costs and expenses (including attorneys’ fees and costs), damages, 5 liabilities, claims, and losses occurring or resulting to CONTRACTOR in connection with the 6 performance, or failure to perform, by COUNTY or CITY, including their respective officers, 7 agents, or employees under this Agreement or under the CITY-COUNTY Agreement (as 8 applicable), and from any and all costs and expenses (including attorneys’ fees and costs), 9 damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation 10 who may be injured or damaged by the performance, or failure to perform, of COUNTY or 11 CITY, including their respective officers, agents, or employees under this Agreement or under 12 the CITY-COUNTY Agreement. 13 C. In the event of concurrent negligence on the part of CONTRACTOR or 14 any of its officers, agents or employees, and of COUNTY or CITY or any of their respective 15 officers, agents, or employees, the liability for any and all such claims, demands and actions in 16 law or equity for such costs and expenses (including attorneys’ fees and costs), damages, and 17 losses shall be apportioned under the State of California’s theory of comparative negligence as 18 presently established or as may be modified hereafter. 19 D. This Section 7 shall survive termination or expiration of this Agreement. 20 8. INSURANCE 21 CONTRACTOR shall obtain and maintain, at all times, insurance coverages, with 22 such policies, and in such amounts, as are provided in the EMS Provider Agreement. The 23 parties hereto agree that the provisions of the EMS Provider Agreement (including any future 24 amendments thereto) shall and will be incorporated herein by this reference, as though each and 25 every of such terms are set forth herein below. CONTRACTOR’s failure to maintain all such 26 insurance coverages shall be deemed to be a material breach of this Agreement. 27 28 10 COUNTY OF FRESNO Fresno, California 9. CONFIDENTIALITY 1 All services performed by CONTRACTOR under this Agreement shall be in strict 2 conformance with all applicable Federal, State of California and/or local laws and regulations 3 relating to confidentiality. 4 10. NON-DISCRIMINATION 5 During the performance of this Agreement, CONTRACTOR shall not unlawfully 6 discriminate against any employee or applicant for employment, or recipient of services, 7 because of race, religious creed, color, national origin, ancestry, physical disability, mental 8 disability, medical condition, genetic information, marital status, sex, gender, gender identity, 9 gender expression, age, sexual orientation, military or veteran status pursuant to all applicable 10 State of California and Federal statutes and regulations. 11 11. DISCLOSURE OF SELF-DEALING TRANSACTIONS 12 This provision is only applicable if the CONTRACTOR is operating as a 13 corporation (a for-profit or non-profit corporation) or if during the term of this agreement, the 14 CONTRACTOR changes its status to operate as a corporation. 15 Members of the CONTRACTOR’s Board of Directors shall disclose any 16 self-dealing transactions that they are a party to while CONTRACTOR is providing goods or 17 performing services under this agreement. A self-dealing transaction shall mean a transaction to 18 which the CONTRACTOR is a party and in which one or more of its directors has a material 19 financial interest. Members of the Board of Directors shall disclose any self-dealing transactions 20 that they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form, 21 attached hereto as Exhibit B and incorporated herein by reference, and submitting it to the 22 COUNTY prior to commencing with the self-dealing transaction or immediately thereafter. 23 12. RECORDS 24 A. Each party shall maintain its books, accounts and records in connection 25 with the respective services referred to under this Agreement. CONTRACTOR’s books, 26 accounts and records of such services shall be kept separate and apart from CONTRACTOR’s 27 other books, accounts and records of services kept in connection with the EMS PROVIDER 28 11 COUNTY OF FRESNO Fresno, California Agreement, and any other agreement entered into or approved by COUNTY. All of such 1 CONTRACTOR’s books, accounts, and records shall be prepared and kept by CONTRACTOR 2 in an organized manner that facilitates an efficient review of the costs incurred and funds 3 received in order to give COUNTY a complete and clear understanding of the accounting 4 thereof. All of such CONTRACTOR’s books, accounts and records shall be subject to public 5 disclosure as provided in the EMS PROVIDER Agreement (including any future amendments 6 thereto), which shall and will be incorporated herein by this reference, as though each and every 7 of such terms are set forth herein below. 8 B. Each of the parties’ books, accounts and records must be maintained for a 9 minimum of three (3) years. Such books, accounts and records must also be maintained a 10 minimum of three (3) years after the termination of this Agreement. The party generating the 11 books, accounts and records shall maintain ownership thereof upon termination of this 12 Agreement. 13 13. AUDITS AND INSPECTIONS 14 A. Each party shall at any time during business hours, and as often as the 15 other party may deem necessary, make available to the other party for examination all of the 16 former party’s records and data with respect to the matters covered by this Agreement. Each 17 party shall, upon request by the other party, permit the other part y to audit and inspect all such 18 records and data necessary to ensure the former party’s compliance with the terms of this 19 Agreement. 20 B. If this Agreement exceeds Ten Thousand and No/100 Dollars 21 ($10,000.00), CONTRACTOR shall be subject to the examination and audit of the State 22 Auditor for a period of three (3) years after final payment under contract (Government Code 23 Section 8546.7). 24 14. FORCE MAJEURE 25 A. If either party hereto is rendered unable, wholly or in part, by Force 26 Majeure to carry out its obligations under this Agreement, that party shall give to the other 27 party hereto prompt written notice of the Force Majeure with full particulars relating thereto. 28 12 COUNTY OF FRESNO Fresno, California Thereupon, the obligations of the party giving the notice, so far as they are affected by the 1 Force Majeure, shall be suspended during, but no longer than, the continuance of the Force 2 Majeure, except for a reasonable time thereafter required to resume performance. 3 B. During any period in which either party hereto is excused from 4 performance by reason of the occurrence of an event of Force Majeure, the party so excused 5 shall promptly, diligently, and in good faith take all reasonable action required in order for it to 6 be able to promptly commence or resume performance of its obligations under this Agreement. 7 Without limiting the generality of the foregoing, the party so excused from performance shall, 8 during any such period of Force Majeure, take all reasonable action necessary to terminate any 9 temporary restraining order or preliminary or permanent injunctions to enable it to so 10 commence or resume performance of its obligations under this Agreement. 11 C. The party whose performance is excused due to the occurrence of an 12 event of Force Majeure shall, during such period, keep the other party hereto notified of all 13 such actions required in order for it to be able to commence or resume performance of its 14 obligations under this Agreement. 15 D. “Force Majeure” is defined as an Act of God, act of public enemy, war, 16 and other extraordinary causes not reasonably within the control of either of the parties hereto. 17 15. NOTICES 18 A. The persons having authority to give and receive notices under this 19 Agreement and their addresses include the following: 20 COUNTY CONTRACTOR 21 Director, County of Fresno American Ambulance 22 Department of Public Health Attn: General Manager 23 P.O. Box 11867 2911 East Tulare Street 24 Fresno, CA 93775 Fresno, CA 93721 25 B. Any and all notices between COUNTY and CONTRACTOR provided for 26 or permitted under this Agreement or by law shall be in writing and shall be deemed duly served 27 when personally delivered to one of the parties hereto, or in lieu of such personal service, when 28 13 COUNTY OF FRESNO Fresno, California deposited in the United States Mail, postage prepaid, addressed to such party, except for notices 1 of termination, which are effective upon receipt. Notices under this Agreement are not 2 modifications to this Agreement. 3 16. GOVERNING LAW 4 A. The parties hereto agree, that for the purposes of venue, performance 5 under this Agreement is to be in Fresno County, California. 6 B. The rights and obligations of the parties hereto and all interpretation and 7 performance of this Agreement shall be governed in all respects by the laws of the State of 8 California. 9 17. SEVERABILITY 10 The provisions of this Agreement are severable. The invalidity or 11 unenforceability of any one provision in the Agreement shall not affect the other provisions. 12 18. ENTIRE AGREEMENT 13 This Agreement constitutes the entire agreement between COUNTY and 14 CONTRACTOR with respect to the subject matter hereof and supersedes all previous 15 agreement negotiations, proposals, commitments, writings, advertisements, publications, and 16 understandings of any nature whatsoever unless expressly included in this Agreement. 17 CONTRACTOR acknowledges that COUNTY detrimentally relies upon each and every of 18 CONTRACTOR’s covenants, warranties and representations made herein to COUNTY. This 19 Agreement may be executed in several counterparts by the parties hereto, in which case, all of 20 such executed duplicate counterpart originals thereof, taken together, shall be deemed to be one 21 and the same legal instrument. 22 19. NO THIRD PARTY BENEFICIARIES 23 Notwithstanding anything stated to the contrary in this Agreement, there shall not 24 be any intended third party beneficiaries to this Agreement. 25 /// 26 /// 27 /// 28 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day 2 and year first hereinabove written. 3 4 5 6 7 K.W.P.H. ENTERPRISES, dba AMERICAN A ~ BULANCE \ President, K.W.P.H. Enterprises COUNTY OF FRESNO Ernest Buddy Mendes, Chairman of the 8 Board of Supervisors of the County of 9 Fresno 10 Print Name: Todd R. Valeri 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 Print Name: Erik S. Peterson Title: Corporate Secretary Chief Financial Officer or Corporate Secretary to K.W.P.H. Enterprises d.b.a. American Ambulance, a California Corporation Mailing Address: 2911 E. Tulare St. Fresno, CA 93 721 COUNTY OF FRESNO Fresno , California 14 Bernice E. Seidel Clerk of the Board of Supervisors County of Fresno By: S,u.sA-n ~shr,,p Deputy Fund/Subclass: Organization#: Account#: 0001/10000 56201693 7295 COUNTY OF FRESNO Fresno, California EXHIBIT A Quarter Dates of Service Payment Amount Payment Due Date 1 July 1, 2020 to September 30, 2020 $3,215.00 15-Oct-20 2 October 1, 2020 to December 31, 2020 $3,215.00 15-Jan-21 3 January 2021 to March 31, 2021 $3,215.00 15-Apr-21 4 April 1, 2021 to June 30, 2021 $3,215.00 15-Jul-21 5 July 1, 2021 to September 30, 2021 $3,311.50 15-Oct-21 6 October 1, 2021 to December 31, 2021 $3,311.50 15-Jan-22 7 January 1, 2022 to March 31, 2022 $3,311.50 15-Apr-22 8 April 1, 2022 to June 30, 2022 $3,311.50 15-Jul-22 9 July 1, 2022 to September 30, 2022 $3,411.00 15-Oct-22 10 October 1, 2022 to December 31, 2022 $3,411.00 15-Jan-23 11 January 1, 2023 to March 31, 2023 $3,411.00 15-Apr-23 12 April 1, 2023 to June 30, 2023 $3,411.00 15-Jul-23 COUNTY OF FRESNO Fresno, California EXHIBIT B SELF-DEALING TRANSACTION DISCLOSURE FORM In order to conduct business with the County of Fresno (hereinafter referred to as “County”), members of a contractor’s board of directors (hereinafter referred to as “County Contractor”), must disclose any self-dealing transactions that they are a party to while p roviding 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 financia l interest” The definition above will be utilized 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. (5) Form must be signed by the board member that is involved in the self -dealing transaction described in Sections (3) and (4). COUNTY OF FRESNO Fresno, California (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: