HomeMy WebLinkAbout32167Agreement No. 15-334
1 EMERGENCY MEDICAL SERVICES AGREEMENT
2 THIS AGREEMENT is made and entered into this JLI-+:b day of~.-L.:.~~---' 2015,
3 by and between the COUNTY OF FRESNO, a Political Subdivision of the State o
4 hereinafter referred to as "COUNTY," and the SEQUOIA SAFETY COUNCIL, INC., a non-profit
5 public benefit corporation, whose address is 500 East Eleventh Street, Reedley, California, 93654,
6 hereinafter referred to as "CONTRACTOR."
7 W I T N E S S E T H:
8 WHEREAS, Division 2.5 of the California Health and Safety Code (commencing with Code
9 Section 1797; the Emergency Medical Services System and Prehospital Emergency Medical Care
10 Personnel Act," or the "EMS Act") governs the administration and provision of emergency medical
11 services ("EMS"), including emergency ambulance services; and
12 WHEREAS, COUNTY, through its Department of Public Health, is authorized to develop and
13 implement an EMS program for the administration of EMS, including emergency ambulance services,
14 to residents and visitors in Fresno County, pursuant to Health and Safety Code Section 1797.200; and
15 WHEREAS, pursuant to California Health and Safety Code Section 1797.200, COUNTY
16 designated the COUNTY's Department ofPublic Health as the local EMS agency ("EMS Agency")
17 for the COUNTY, pursuant to California Health and Safety Code Section 1797.200; and
18 WHEREAS, COUNTY and its EMS Agency recognize the need for an EMS System,
19 established and operating in accordance with the EMS Act, consisting of an organized pattern of
2 0 readiness and response services based on public and private agreements and operational procedures for
21 the coordinated and effective provision of EMS, including emergency ambulance services, for those
2 2 residents and visitors in Fresno County who may become ill or injured; and
2 3 WHEREAS, the EMS Agency has developed and is continuing to develop and implement a
2 4 local plan for EMS in Fresno County (the "EMS Plan"); and
2 5 WHEREAS, the State EMS Authority has approved the EMS Plan; and
2 6 WHEREAS, pursuant to California Health and Safety Code Sections 1797.85 and 1797.224, the
2 7 EMS Agency, upon the recommendation of COUNTY, may create one or more Exclusive Operating
28 Areas (EOA) in the development ofthe EMS Plan, without a competitive process for selecting
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1 providers pursuant tothe EMS Plan,ifthe local EMS Agency amends the EMS Planto continue the
2 use of an existing provider or providers operating within Fresno County in the manner and scope in
3 which the services have been provided without interruption since January 1,1981 (each,a
"Grandfather EOA"),provided that the EMS Agency obtains the State EMS Authority's approval of
an amendment tothe EMS Plan that includes such Grandfather EOA and such services provided
therein;and
WHEREAS,CONTRACTOR represents that CONTRACTOR has been providing emergency
ambulanceservices without interruptioninthe geographical area of its historical servicearea knownas
9 Fresno County Ambulance Service Zone "J,"and commonly known as the "Reedley Area,"covering
10 the incorporated areasof Reedley,Orange Cove and portions ofthe incorporated areasof Parlier,and
11 adjoining unincorporated areas to all such areas,and unincorporated areas of Squaw Valley,Dunlap
12 and a portion of Kings Canyon National Park since 1953;and
13 WHEREAS,CONTRACTOR represents that CONTRACTOR has been providing emergency
14 ambulance servicesin Fresno County Ambulance ServiceZone"J" in the mannerandscopein which
15 the services have been provided without interruption since January 1,1981,and that the
16 CONTRACTOR'S continued provisionof emergencyambulanceservices in Fresno County
17 Ambulance ServiceZone"J"qualifies sucharea,including CONTRACTOR'S services provided
18 therein and under this Agreement,as a Grandfather EOA; and
19 WHEREAS,CONTRACTOR desires to provide emergency ambulance services,as authorized
20 bylaw, within Fresno CountyAmbulance ServiceZone "J," as a GrandfatherEOA,pursuantto the
21 terms and conditions of this Agreement;and
22 WHEREAS,CONTRACTOR will subcontract with other providers of emergency ambulance
23 services to provide response assistance to multi-casualty incidents within the Reedley Area or to
24 provideback-upresponse assistanceto the ReedleyArea if CONTRACTORis calleduponto provide
25 Instant Aid/Mutual Aid assistance to adjoining EOAs outside of the Reedley Area; and
26 WHEREAS,CONTRACTOR will be ultimately responsible for all response time and
27 performance compliance of all subcontractors of emergency ambulance services for the Reedley Area;
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1 WHEREAS,oneofthe purposes of this Agreement is to memorialize emergency ambulance
2 servicesthat CONTRACTOR has been providing andwillbe providingwithout interruption in Fresno
3 County Ambulance Service Zone "J" in the same manner and scope since January 1, 1981;and
4 WHEREAS, COUNTY and its EMS Agency believe that the restriction of operations of
5 the number of providers of emergency ambulance service in Fresno County Ambulance Service Zone
6 "J,"as a Grandfather EOA, as provided herein, will continue to maintain a stable and cost effective
7 system of ambulance services generally in Fresno County, and in Fresno County Ambulance Service
8 Zone "J"in particular,that provides high quality medical care to residents and visitors within Fresno
9 County;and
10 WHEREAS, pursuant to California Health and Safety Code Sections 1797.85 and 1797.224, the
11 EMS Agency,upon the recommendation of COUNTY,amended the EMS Plan to create a Grandfather
12 EOA for emergency ambulance service in Fresno County Ambulance Service Zone "J" in order to
13 restrict the number of providers of emergency ambulance services to CONTRACTOR upon the terms
14 and conditions of COUNTY EMS Policy #200;and
15 WHEREAS,the State EMS Authority approved such amendment to the EMS Plan.
16 NOW,THEREFORE,for good and valuable consideration in the premises,representations,
17 covenants,terms,conditions,agreements,and assurances set forth herein,the sufficiency,adequacy,
18 and receipt of which are hereby acknowledged,COUNTY and CONTRACTOR hereby agree as
19 follows:
20 I.EMS AGENCY
21 The parties acknowledge and agree that COUNTY designated the Department of Public
22 Health EMS Division as the local EMS Agency for COUNTY with the authority to plan,implement
23 and evaluate an EMS System in Fresno County,pursuant to California Health and Safety Code
24 Sections 1797.200 and 1797.204.
25 The parties acknowledge and agree that the EMS Agency,upon the recommendation of
26 COUNTY'S Board of Supervisors for the creation of the Grandfather EOA,has the authority to create
27 and enforce the Grandfather EOA,by restricting emergency ambulance services therein to
28 CONTRACTOR'S emergency ambulance services,without undertaking a competitive selection
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1 process,and to amendthe EMS Plan accordingly,subjectto approvalthereof by the StateEMS
2 Authority, all pursuant to California Health and Safety Code Sections 1797.85 and 1797.224.
3 The parties further acknowledge and agree that the EMS Medical Director of the
4 EMS Agency has the authority of a medical directorset forthin California HealthandSafety Code
5 Section 1798.
6 CONTRACTOR shall provide its EMS, including emergency ambulance services, in
7 conformity with the medical policies, procedures and standards issued, as amended, from time to time
8 by the EMS Agency (hereinafter collectively referred to as "COUNTY EMS Policies and Procedures,"
9 and individually referred to as "COUNTY EMS Policy#").CONTRACTOR shallnot, underany
10 circumstances, provide any EMS, including emergency ambulance services, independent of
11 COUNTY'S and EMS Agency's authorization and approval provided herein. Nor shall
12 CONTRACTOR administer any EMS or EMS System,including emergency ambulance services.
13 II.SCOPE OF AGREEMENT
14 This Agreement only authorizes the provision of ground emergency ambulance services
15 in the areas described in Section III., herein. The parties acknowledge and agree that the parties'
16 execution of this Agreement shall fulfill any and all of the requirements for a written agreement with
17 the EMS Agency for agencies providing Advanced Life Support services as specified in Division 9,
18 Chapter 4,of Title 22 of the California Code of Regulations.
19 III.AREAS SERVED
20 CONTRACTOR represents,covenants and warrants to COUNTY and the EMS Agency
21 that CONTRACTOR has been providing emergency ambulance services in Fresno County Ambulance
22 Service Zone "J"in the manner and scope in which the services have been provided without
23 interruption since January 1,1981,and that CONTRACTOR is fully qualified to serve as an exclusive
24 provider of emergency ambulance services in Fresno County Ambulance Service Zone "J"pursuant to
25 California Health and Safety Code Sections 1797.85 and 1797.224.
26 CONTRACTOR shall provide emergency ambulance services,on an exclusive basis,
27 upon dispatch by COUNTY to any and all locations or incidents within the territory of Fresno County
28 Ambulance Service Zone "J,"as shown on Exhibit "A,"attached hereto and incorporated herein by
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this reference,order to ensure that timely emergency ambulance services are provided to all persons in
need of such services within that area.In addition,upon request by COUNTY,CONTRACTOR,to
the extent consistent with its primary responsibility to provide emergency ambulance services within
the territory of Fresno County Ambulance Service Zone "J,"shall provide,on a non-exclusive basis,
all reasonable Mutual Aid and Instant Aid (each defined in Section VII,herein)to those providers of
EMS operating within the Fresno County Ambulance Service Zones that are adjacent to Fresno
County Ambulance Service Zone "J"in order to ensure that timely emergency ambulance services are
provided to all persons in need of such services within those other areas.
CONTRACTOR acknowledges and agrees that the EMS Agency created the Grandfather
EOA solely for the purposes of the EMS Agency's administration of the EMS System in Fresno
County and that the EMS Agency's creation of the Grandfather EOA does not in any manner create or
confer upon CONTRACTOR any permanent right,privilege or entitlement whatsoever forthe EMS
13 Agency's continued operation and enforcement of the Grandfather EOA,or CONTRACTOR'S
14 continued provision of emergency ambulance serves, either on an exclusive or nonexclusive basis in
15 Fresno County Ambulance Service Zone "J."CONTRACTOR further acknowledges and agrees that
16 the EMS Agency mayat any time,andinthe EMS Agency's sole discretion,terminate the
17 Grandfather EOA.COUNTY and the EMS Agency shall consult with CONTRACTOR prior to the
EMS Agency terminating the Grandfather EOAinorderto give CONTRACTOR a reasonable
19 opportunity to discuss CONTRACTOR's concerns,if any,with COUNTY and the EMS Agency
20 regarding the EMS Agency's proposed termination of the Grandfather EOA.During such
21 consultation,COUNTY and the EMS Agency shall consider CONTRACTOR'S concerns,if any,and
22 respond to them.Such consultation shall be commenced by COUNTY'S Department of Public of
23 Health Director,or designee,actingforthe EMS Agency,givingwrittennoticethereofto
24 CONTRACTOR.Such consultation shall be concluded as reasonably soonas possible under the
25 circumstances,but shall not last longer than ten (10)EMS Agency and COUNTY business days from
26 thedatethatsuch consultation is commenced,unless COUNTY'S Department ofPublic Health
27 Director,or designee,acting forthe EMS Agency,extends,in writing,the consultation period.If
28 CONTRACTOR fails or refusesto promptlyprovide COUNTYthe indemnificationand defense,as
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1 statedin Subsection XV.H.and Subsection XV.I,herein,COUNTYand the EMS Agencyneed not
2 undertake the foregoing consultation process.
3 If the EMS Agency terminates the Grandfather EOA, this Agreement shall automatically
4 terminate,provided however,nothing contained herein shall prohibit COUNTY and CONTRACTOR
5 from entering into a successor agreement, if any, for CONTRACTOR'S provision of emergency
6 ambulance services, on a non-exclusive basis, in Fresno County Ambulance Service Zone "J"upon
7 such terms and conditions that are mutually agreeable to COUNTY and CONTRACTOR.
8 IV.DUTIES OF CONTRACTOR
9 CONTRACTOR shall perform its duties under this Agreement at its own cost and
10 expense.
11 CONTRACTOR shall provide (i)emergency ambulance services to COUNTY
12 Ambulance Service Zone "J,"hereinafter referenced as "Reedley EOA,"as more fully described
13 herein,and (ii) all reasonable Mutual Aid and Instant Aid to those providers of EMS operating within
14 the Fresno County Ambulance Service Zones that are adjacent to Fresno County Ambulance Service
15 Zone "J,"and in all such instances through such manner,means and resources,including,without
16 limitation,EMS personnel,management and supervision thereof,field operations,facilities,billing
17 and account collection services,all EMS equipment and maintenance thereof,in-service training of
18 CONTRACTOR'S personnel,quality improvement monitoring,purchasing and inventory control,and
19 related support services, provided however, nothing contained herein shall be construed, either
20 expressly or impliedly, as an authorization for CONTRACTOR to administer an EMS System in
21 CONTRACTOR'S service area. All vehicles used in CONTRACTOR'S provision of services under
22 this Agreement, all on-board durable or reusable equipment (unless otherwise stated in this
23 Agreement), all communication infrastructure (except for radio frequencies and repeater sites currently
24 maintained by COUNTY for dispatch and hospital communications,which will be available for
25 CONTRACTOR'S use under this Agreement)and all other equipment and software employed by
26 CONTRACTOR in the provision of these services shall be furnished by CONTRACTOR.
27 CONTRACTOR shall provide data and records concerning the services provided by
28 CONTRACTOR under this Agreement to COUNTY and EMS Agency in a manner consistent with the
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requirements in this Agreement,shall cooperate with and timely respond to the EMS Agency and the
EMS Medical Directoron matters related to patientcare.
Notwithstanding anything stated to the contrary in this Agreement,this isa performance-
based Agreement in which CONTRACTOR'S services are based on the requirement to achieve
minimum results in this Agreement,and that CONTRACTOR promises,covenants,warrants and
agrees to employ,at CONTRACTOR'S sole costs and expense,whatever level of effort,personnel,
equipment and other resources (collectively,the "Level of Effort")is necessary to achieve the clinical,
response standards,andother performance results required by thetermsand conditions ofthis
9 Agreement.Notlaterthan thirty (30)days aftertheparties'execution ofthis Agreement,
10 CONTRACTOR shall provide,in writing tothe EMS Agency,CONTRACTOR'S initial vehicle
11 deployment plan.The vehicle deployment plan shall identify static locations (/'.e.,stations)where
12 CONTRACTOR'S vehicles are normally based,and shall identify "move-up"or "posting"locations
13 that are usedto expand vehicle areas of coveragewhen one or more of CONTRACTOR'S vehicles are
14 committed toan incident or are outof service.CONTRACTOR shall provide the EMS Agency and
15 the COUNTY EMS Communications Center management staffwithatleast five (5)calendar days
16 advanced written noticeof changes inthe CONTRACTOR'S vehicle deployment plantoenable
17 appropriate changes to be madein the EMS computeraideddispatch("CAD")referredto in Section
18 V., herein. CONTRACTORmay implementtemporary adjustmentsor modifications,which do not
19 last longer than seventy-two (72)hours,toits vehicle deployment planto meet operational needsor
20 changes in demand for services without the required five (5)calendar days'notice to the EMS Agency
21 and the COUNTY EMS Communications Center.The intent of the advanced notification is to assure
22 the EMS Agency that the COUNTY EMS Communications Center has CONTRACTOR'S most
23 appropriate and up-to-date deployment plan that is in place and operational.
24 CONTRACTOR shall provide emergency ambulance service within the Reedley EOA
25 twenty-four(24)hours-per-day, each and every day of the year that this Agreement is in effect and
26 always according to the terms and conditions of this Agreement.
27 CONTRACTOR shall be responsible for responding to all requests for emergency
28 ambulance service within the Reedley EOA received through the COUNTY EMS Communications
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1 Center,and for transporting all patients in the Reedley EOA,that require an emergency ambulance
2 operated by an emergency ambulance service.
CONTRACTOR shall be responsible for responding toall requests for emergency
ambulance service,whether needed on an immediate,urgent or scheduled basis,including standby
5 services for fire orlaw enforcement operations,and which are received directly and/or forwarded to
6 CONTRACTOR bythe COUNTY EMS Communications Center and are within the Reedley EOA
7 and/or are an Instant Aid and/or Mutual Aid (as those terms are defined in Section VII.,herein)
responsibility of CONTRACTOR.
9 COUNTY andtheEMS Agency acknowledge thatsituationsmayarisewithinthe
10 Reedley EOA when the demand for ambulances exceeds CONTRACTOR'S available resources
11 requiring a response by an ambulance other than CONTRACTOR'S.In the event CONTRACTOR is
12 unable to respond consistent with COUNTY EMS Policies and Procedures, the COUNTY EMS
13 Communications Centerwillreferthe requestto thenext appropriate agency.
14 At anytimeduringthetermofthis Agreement,the EMS MedicalDirectormay authorize
15 EMS Dispatch Protocols thatwill categorize call requests bycall priority sothatsome requests will
16 not require an emergency ambulance dispatch.CONTRACTOR shall bean active participant,along
17 withtheEMSAgency's Regional Medical Control Committee,localmanagedcare organizations,
18 ambulancedispatchers,and the EMS Agency,in analyzingand in assisting the EMS Medical Director
19 in developing such protocols.
20 CONTRACTOR shall at all times meet the requirements set forth by the California
21 Highway Patrol,the California Health and Safety Code, the California Vehicle Code, the State
22 Department of Health, the California Code of Regulations,the COUNTY EMS Policies and
23 Procedures, and any other applicable statute or regulation with respect to the services, equipment,
24 personnel and materials which are the subject matter of this Agreement. In the event of conflicting
25 statutes or regulations, the statute or regulation setting forth the most stringent requirements shall be
26 adhered to by CONTRACTOR.In the event of a conflict between the terms of this Agreement and
27 any resolution or regulation of COUNTY, the terms of this Agreement shall prevail.
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Without limiting the generality of the foregoing provisions of this Section IV.,
CONTRACTOR shall,at a minimum:
A.Operate an emergency ambulance service inthe Reedley EOA in order to meet
all response and clinical standards,including COUNTY EMS Policies and Procedures,in accordance
with this Agreement.
B.Employ and manage qualified ambulance personnel.
C.Provide or contract for employee in-service training.
D.Provide or contract for equipment maintenance to ensure that all equipment is
properly functioning in a safe manner intended by the manufacturer of such equipment.
E.Provide emergency ambulance units andother vehicles,as specified herein.
11 F.Furnish all fuel,lubricant,and maintenance services necessary for proper vehicle
12 operation ina safe manner intended bythe manufacturer ofsuch equipment,andall laws and
13 regulations governing the ownership,useand operation of emergency ambulance vehicles.
14 G. Furnishsupply inventory andall necessary supplies.
15 H.Maintain good working relations withallotherhealthcare providers and
16 personnel in Fresno County and neighboring jurisdictions.
17 I.Maintain good working relationships with fire departments in Fresno County for
continued first responder support,anduseof fire department facilities as ambulance posts,if
19 applicable.
20 J.Secure newor replacement ambulance post locations,as determined by
21 CONTRACTOR,in order to meet performance requirements set forth herein.
22 K. Maintaingood working relationswith law enforcement agenciesin Fresno
23 County.
24 L.Ensure courteousand professional conductof office,and fieldpersonnelatall
25 timesandmaintain neat,cleanand professional appearance of personnel,equipment and facilities.
26 M. Consummatemutually beneficial supportagreements with neighboring
27 ambulance services, subject to approval by the EMS Agency.
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1 N.Promote and maintain a good reputation in Fresno County,whenever possible,
2 through participation in:
3 1)publishable research.
4 2)industry affairs.
5 3) prompt response and follow-upto inquiries and complaints.
6 4) leadership and participation in community activities.
7 5) public informationand educationincluding,without limitation,press
8 relations,explanations regarding fees,regulations and EMS System operations,increasing public
9 awareness andknowledge of the EMS System,injury/mortality prevention/reduction,and general
10 healthand safetypromotion includingthe provisionof cardiopulmonaryresuscitation("CPR") and
11 first aid training to the public (e.g.,health fairs, school programs, radio and local talk shows and
12 business group meetings).
13 O.Participate actively in the EMS Agency's medical audit and continuous quality
14 improvement process, and provide special training/support for personnel in need of remediation.
15 P.Maintain state and local vehicle permits and personnel certifications.
16 Q. Cause the COUNTY EMS Policies and Procedures to be properly implemented
17 and maintained in the field through CONTRACTOR'S personnel in-service training, revisions and
18 amendments to CONTRACTOR'S employee handbook, newsletters, and employee orientations.
19 R.Promptly advise the EMS Agency concerning financial and operational
20 implications of changes to CONTRACTOR'S services under consideration.
21 S.Maintain and staff a local business office,within the Reedley EOA in a location
22 that is readily accessible to the public. The business office shall be open during normal business hours
23 and business days. Personnel at the business office shall be trained and authorized to provide
24 necessary information to the public and customers,which is related to the billing procedures and
25 disputed bills.Subject to prior written approval of COUNTY,CONTRACTOR may be exempted
26 from maintaining a business office within the Reedley EOA if it can demonstrate that such services
27 can be provided effectively from an alternate location outside the Reedley EOA.
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1 T.Operate a billing,collection and reporting system.
. 2 U.Provide a minimum of one (1) EMS Training Officer for EMS Agency
3 prehospital training programs.
4 V.Promptly provide,upon request,data and records concerning the services
5 provided by CONTRACTOR under this Agreement to the EMS Agency and its Regional Medical
6 Control Committee,and the Fresno County Emergency Medical Care Committee.
7 W.Promptly provide,upon request,in-service training to first responder personnel
8 on procedures for basic life support ("BLS")personnel to assist paramedic personnel (paramedic assist
9 training).
10 X.Provide a minimum of one (1)disaster response vehicle that is capable of
11 transporting equipment and personnel to a disaster location and, is authorized by the California
12 Highway Patrol as an emergency response vehicle. A field supervisor vehicle may also serve as a
13 disaster response vehicle provided that its capabilities can provide for both tasks.
14 Y.CONTRACTOR shall restock disposable medical supplies,including automatic
15 external defibrillator ("AED")defibrillation pads, used by non-CONTRACTOR first responder units
16 when treatment has been provided by non-CONTRACTOR first responder personnel and patient care
17 has been assumed by CONTRACTOR'S personnel. CONTRACTOR is not responsible for restocking
18 non-CONTRACTOR first responders' expired, damaged or lost disposable medical supplies.
19 V.SERVICES TO BE PROVIDED AND PERFORMANCE STANDARDS
20 A.CONTRACTOR shall provide appropriate emergency ambulance,"Advanced
21 Life Support"(paramedic),"BasicLife Support",and medical equipment and personnel,in orderto
22 provide emergency ambulance services toall persons within the Reedley EOA,onan exclusive,on-
3 call basis,twenty-four(24) hours-per-day,each and everyday of the year, regardlessof dispatch
24 priority, in order to meet the requirements of this Agreement.
25 "Advanced Life Support" services, as defined in the EMS Act, shall mean
26 special services designed to provide definitive emergency medical care,including,butnot limited to,
27 CPR,cardiacmonitoring,cardiac defibrillation,advancedairwaymanagement, intravenous therapy,
28 administration of specified drugsandother medical preparations,andother specified techniques and
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procedures administered by authorized personnel under direct supervision of a base station hospital, or
according to approved written protocols.
"Basic Life Support" services, as defined in the EMS Act, shall mean emergency
first aid and CPR procedures which, as a minimum, includes recognizing respiratory and cardiac arrest
and starting the proper application of CPR to maintain life without invasive techniques until the
patient may be transported or until advanced life support is available.
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 plan 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 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 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.
B.Required response times are measured from the time CONTRACTOR is alerted
for a response until a fully staffed and equipped emergency ambulance unit arrives at the scene of the
incident.
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1 1)"Unit Alert"
2 Shall be defined as the moment the COUNTY EMS Communications
3 Center alerts CONTRACTOR'S emergency ambulance unit for a response.
4 2)"At Scene"
5 Shall be defined as the moment when the assigned emergency ambulance
6 unit is physically at or within one hundred (100) feet of the scene.In instances where the emergency
7 ambulance unit responds to a location other than the scene (e.g.,staging area),arrival at scene shall be
8 the time such unit arrives at, or is within one hundred (100)feet of, the designated staging location.
9 3)Failure to Report "At Scene"
10 In instances when emergency ambulance units fail to report "at scene,"the
11 time of the next communications by those units with the COUNTY EMS Communications Center
12 shall be used as the "at scene"time.However,CONTRACTOR may appeal such instances when it
13 can document the actual arrival time through another means (e.g.,non-CONTRACTOR first responder
14 communication recording,and automatic vehicle locator).
15 4)Unit Cancelled Prior to Arrival "At Scene"
16 Required response time standards do not apply to instances where
17 CONTRACTOR is cancelled prior to arrival "at scene".
18 C.Performance Indicators for Alerting and Initiating Response
19 The following performance indicators shall be used to evaluate the timeliness of
20 CONTRACTOR'S field operations (from time of unit alert to time "at scene")in response to requests
21 that require an immediate dispatch (Priorities 1and 2) or an urgent dispatch (Priorities 3 and 4). Such
22 performance indicators are not used as standards for enforcing CONTRACTOR'S compliance with
23 requiredresponse time standards under this Agreement. Rather, they are utilized as a means of
24 determining whether CONTRACTOR meets the criteria for an exception to response time standards
25 (as defined in Subsection V.E., herein) and for evaluating the need for more in-depth Quality
26 Improvementreview by the EMS Agency and/or CONTRACTOR of CONTRACTOR'S services.
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1) Crew Response Phase (Priorities L 2, 3 and 4)
For requests for immediate responses (Priorities 1and 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.
2) Referral of Calls and Dispatch Delays
Incidents prompting an immediate or urgent dispatch will be dispatched
without delay.However,during periods of peak load, the COUNTY'S EMS Communications Center
may delay the referral of a new request to a provider outside of the Reedley EOA to allow
CONTRACTOR time to assemble another emergency ambulance using "off-duty"personnel or to
allow CONTRACTOR'S emergency ambulance unit(s)which are completing a call or returning to the
Reedley EOA to become available to manage the new incident.Such delays by CONTRACTOR are
not authorized exceptions to the performance standards and other provisions of this Agreement.While
a delayed response using one of CONTRACTOR'S nearby emergency ambulance units may provide a
faster response than an immediate referral to a provider from outside of the Reedley EOA,prolonged
dispatch delays are not acceptable to COUNTY and EMS Agency.Therefore,the following criteria
shall apply regarding the referral of calls and dispatch delays:
a. For requests for immediate responses (Priorities 1 and 2) and
urgent responses (Priorities 3 and 4),if CONTRACTOR does not have an emergency ambulance unit
available (primary or off-duty),the call will be referred to the appropriate Instant Aid (as defined in
Section VII.,herein)emergency ambulance consistent with COUNTY EMS Policies and Procedures.
b.If CONTRACTOR is utilizing off-duty emergency ambulance
personnel to provide back-up to CONTRACTOR'S primary emergency ambulances during periods of
peak load, and the off-duty emergency ambulance is logged on with the COUNTY EMS
Communications Center,the call will be assigned to CONTRACTOR'S back-up emergency
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ambulance.CONTRACTOR will be held to the same response time performance requirements
regardless whethera primaryor a back-upemergencyambulancehandles the call.
c. Scheduledresponses(Priority5) may be delayed by
CONTRACTOR until sufficient system capacity is available to safely handle the scheduled response
along with other immediate and urgent responses.
If a callhas been referred to anotherprovider agency and
CONTRACTOR has an emergency ambulance unit, which becomes available after the referral has
occurred,the COUNTY EMS Communications Center may cancel the emergency ambulance unit
responding fromoutsideofthe Reedley EOAif CONTRACTOR'S emergency ambulance unit is
closer to the incident.
D. CONTRACTOR shall adhere to the following minimum standards of
performance:
1) Providea minimum of two (2)primary emergency ambulances,twenty-
four (24) hours per day, each and every day of the year. Each such ambulance shall be staffed with a
minimum of one (1) person who is certified and licensedas an Emergency MedicalTechnician
Paramedic ("EMT-P")andone(1)personwhois certified andlicensedas an Emergency Medical
Technician-I-A ("EMT-I-A"),as thosetermsare defined inthe CaliforniaHealthandSafety Code.
CONTRACTOR shall also provide one (1) back-up emergency ambulance,when available, staffed
with a minimumof two(2)personswhoarecertifiedand licensed as EMT-I-As,or persons whoare
certified and licensed at a higher level.
a. Should CONTRACTOR be unable to provide EMT-P staff due to
illness or injury,CONTRACTOR shall immediately notifytheEMSAgencyand provide a proposed
staffing schedule for maximizing EMT-P staff coverage.
b. Subject to EMS Agency approval, an EMT-I-A staffed emergency
ambulance unit shall be providedby CONTRACTORduringany gaps in the EMT-P staffingdue to
illness or injury.
c. Any changes in staffing schedule,regardless of whether they are
approved by the EMS Agency, shall not relieve CONTRACTOR of its obligation for meeting the
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requirements of this Agreement.
2)Metropolitan Response Area
The area that includes the corporate limits of the City of Reedley plus an
area of unincorporated area as described in Exhibit Bl and B2, attached hereto and incorporated herein
bythis reference,is collectivelycalledthe MetropolitanResponseArea. For each calendarmonth, and
forcalls dispatched to locations withinthe Metropolitan Response Area,CONTRACTOR shall have
an emergency ambulance at scene within the appropriate response time requirements:
a.Priority 1 and 2 Responses
From the "unit alert"time,CONTRACTOR shall arrive at scene
within ten (10)minutes on at least ninety-five percent (95%) of such responses.
b.Priority 3 and 4 Responses
From the "unit alert"time,CONTRACTOR shall arrive at scene
within twenty (20) minutes on at least ninety-five percent (95%)of such responses.
c.Priority 5 Responses
CONTRACTOR shall arrive at scene within thirty (30)minutes or
less ofthe scheduledpick-uptime on at least ninety-fivepercent(95%) of such responses.
From time to time, as the EMS Agency deems it appropriate,the EMS
Agency shall adjust the Metropolitan Response Area to reflect changes inthe corporate limits of the
City of Reedley,provided however,such adjustments shall not increase the outer boundaries of the
Reedley EOA.
3)Rural Response Area
For each calendar month, and for calls dispatched to locations within the
area described in Exhibit CI and C2, attached hereto and incorporated herein by this reference, and
herein collectively calledthe Rural Response Area,CONTRACTOR shallhavean emergency
ambulance at scene within the appropriate response time requirements:
a.Priority 1 and 2 Responses
From the "unit alert"time,CONTRACTOR shall arrive at scene
within twenty (20)minuteson at least ninety-five percent(95%)of such responses.
16 -COUNTY OF FRESNO
Fresno,CA
b.Priority 3 and 4 Responses
From the "unit alert"time,CONTRACTOR shall arrive at scene
within thirty (30)minutes on at least ninety-five percent (95%)of such responses.
c.Priority 5 Responses
CONTRACTOR shall arrive at scene within thirty (30)minutes or
less of the scheduled pick-up time on at least ninety-five percent (95%)of such responses.
From time to time,as the EMS Agency deems it appropriate,the EMS
Agency shall adjust the Rural Response Area to reflect the changes of the Metropolitan Response
Area, provided however, such adjustments shall not increase the outer boundaries of the Reedley
EOA.
4)Wilderness Response Area
For each calendar month,and for calls dispatched to locations within the
area described in Exhibit Dl and D2,attached hereto and incorporated herein by this reference,and
herein collectively called the Wilderness Response Area,CONTRACTOR shall have an emergency
ambulance at scene within the appropriate response time requirements:
a.Priority 1 and 2 Responses
From the "unit alert"time,CONTRACTOR shall arrive at scene
within sixty (60) minutes on at least ninety-five percent (95%) of such responses.
b.Priority 3 and 4 Responses
From the "unit alert"time,CONTRACTOR shall arrive at scene
within ninety (90) minutes on at least ninety-five percent (95%) of such responses.
5) The EMS Agency may set standards for the measurement of response
times where it is determined that such response time requirements are not appropriate due to low call
volume on a monthly basis. In such instances, COUNTY may establish criteria for evaluating
responsetime performance on a time period other than monthly.
6) Contractorshallmaintain and continuethe use of global positioning
Satellitefor all CONTRACTOR'Semergencyvehicles capableofrespondingto prehospital requests for
serviceand the electronic collection and transmission of patient care information delivered under this
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Fresno,CA
Agreement.
7)CONTRACTOR shall be required to utilize the COUNTY'S EMS
Communications Center as its primary dispatch center and shall refer all requests for ambulance
services to the COUNTY'S EMS Communications Center.In addition,CONTRACTOR shall notify
the COUNTY'S EMS Communications Center immediately upon the direct receipt of calls for medical
aid and/or transportation.
8)CONTRACTOR shall make and maintain radio contact with the
COUNTY EMS Communications Center on the COUNTY EMS Med-Net System for the purpose of
tracking and data collection.
9)CONTRACTOR agrees to provide an internal quality improvement
program for CONTRACTOR'S personnel, which adheres to COUNTY EMS Policies and Procedures.
E.Response Time Performance Reporting and Appeals Process
Monitoring of CONTRACTOR'S performance under this Agreement will be
conducted by the EMS Agency with oversight by the Fresno County Emergency Medical Care
Committee ("EMCC"),provided however,COUNTY and/or the EMS Agency may elect not to utilize
the EMCC in such oversight capacity upon giving written notice thereof to CONTRACTOR. If the
EMCC is used in such oversight capacity,(i)CONTRACTOR shall have a management
representative,withthe requisiteauthorityto respondto and resolve issues, problems,disputes,and
other matter that may come before the EMCC, in attendance at EMCC meetings, and (ii)
CONTRACTOR shall have the right to bring before the EMCC any matter pertaining to its operation
and the subject matter of this Agreement.
1) The following shall be considered in determining CONTRACTOR'S
monthly response time performance:
a.Priority Downgrades
Responses which are downgraded in priority prior to an
emergency ambulance arriving at scenewill be assessed for compliance withthenew priority based
upon the original unit alert time.
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COUNTY OF FRESNO
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b.Priority Upgrades
Responses which are upgraded in priority prior to an ambulance
arriving at scene will be assessed for compliance with the new priority response based upon the time
of the upgrade.
c.Exemptions
The EMS Agency may grant exemptions to response time
performance requirements,stated herein,for late responses where conditions,factors, or situations
beyond CONTRACTOR'S control resulted in an unavoidable delay.Requests for exemptions shall be
made by utilizing the electronic compliance monitoring program that is provided by the EMS Agency.
All requests for exemption shall be made within ten (10)days from the end of the month,and shall be
individually examined by the EMS Agency to detennine if CONTRACTOR qualifies for such
exemption.
(1)Cancelled Responses
A request for emergency ambulance services that is
cancelled prior to the arrival of an ambulance;or
(2)Geographical Limitations
When response from CONTRACTOR'S stations or post
locations,as dictated by CONTRACTOR'S deployment plan,to a response location where
geographical factors prevent compliance with response time requirements and the Chute Time is
within performance indicators,CONTRACTOR may be eligible for this exemption.CONTRACTOR
shall submit with its written request to the EMS Agency for an exemption including the specific
reason(s) why the response time compliance is unachievable;or
(3)Adverse Weather Conditions
When severe weather which slows travel and/or impairs
scene location (e.g.,fog, ice, or snow) such that response time compliance is either impossible or
could be achieved only at a greater risk to the public than would result from a delayed response,
CONTRACTOR may be eligible for this exemption when the Chute Time is within performance
indicators;or
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Fresno,CA
(4)Multiple Ambulance Responses to Same Incident
The first arriving ambulance will be held to response time
compliance.Subsequent ambulance(s)that arrive late will be eligible for exemption;or
(5)Data Recording Error
CONTRACTOR may be eligible for this exemption when
accurate data recording information can be verified;or
(6)Out-of-Reedley EOA Mutual Aid/Instant Aid Response
Responses outside of the Reedley EOA are exempt from
response time compliance.When CONTRACTOR responds to Mutual Aid/Instant Aid requests
outside of the Reedley EOA and there is a separate response by a non-CONTRACTOR emergency
ambulance inside the Reedley EOA that results in a late response,CONTRACTOR may appeal the
late response.If performance indicators are met by the non-CONTRACTOR emergency ambulance,
such exemptions may be available on a one-for-one basis (i.e., one exemption for each ambulance
outside of the Reedley EOA response area).CONTRACTOR is ultimately responsible for the non-
CONTRACTOR^)compliance to the response times and performance indicators.
(7)Inaccurate Location/Address
If the reporting party or COUNTY'S EMS
Communications Center provides CONTRACTOR'S personnel with inaccurate location/address,the
exemption will be allowed;or
(8)Locally Declared Disaster
CONTRACTOR may apply for an exemption to response
time compliance during times of a declared local "emergency" as defined in the California
Government Code.
(9)Rendezvous with a Moving Vehicle
A late response may be eligible for exemption when
attempting to rendezvouswith a movingvehicle. Fixed locationrendezvousare not eligiblefor this
exemption.
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20 -COUNTY OF FRESNO
Fresno,CA
(10)Multi-Casualty Incident
If two (2) or more of CONTRACTOR'S emergency
ambulances are simultaneously committed to the same multi-casualty incident,a response to a separate
incident within the Reedley EOA by a non-CONTRACTOR primary emergency ambulance,
depending on the circumstances,may be eligible for an exemption when the non-CONTRACTOR's
Chute Time to the separate incident is within performance indicators. As stated hereinabove,
CONTRACTOR is ultimately responsible for the non-CONTRACTOR(s)compliance to the response
times and performance indicators.
VI.EQUIPMENT AND PERSONNEL
CONTRACTOR shall furnish,operate,maintain and replace, as necessary,any and all
items of equipment (except as otherwise provided herein), apparatus and supplies,whether real,
personal, or otherwise, and shall provide qualified and properly trained and experienced personnel as
may be necessaryto fulfill its obligationsunderthis Agreement.As between COUNTYand
CONTRACTOR,title to all such equipment,apparatus and supplies furnished by CONTRACTOR
shall remain at all times in CONTRACTOR,and personnel assigned to the performance of this
Agreement areand shallremain employees,volunteers of CONTRACTOR.CONTRACTOR is solely
responsible for assuring thatall personnel working under this Agreement maintain current licensure,
certifications and requirements in accordance with COUNTY EMS Policies and Procedures.
VII.INSTANT AID/MUTUAL AID
A. To the extent that CONTRACTOR has emergency ambulance units
available, and to the extent consistent with its primary responsibility to provide emergency ambulance
servicesin the Reedley EOA, CONTRACTORshall, in accordance with COUNTY EMSPoliciesand
Procedures,provide immediate "InstantAid"and "Mutual Aid"to thoseprovidersof EMS operating
withinadjacentareas, both within and outsideof Fresno County,inorder to ensurethat timely EMS
are provided to all persons in need of such services within those areas.
"Instant Aid" shall be defined as a request for immediate response to an incident
within the jurisdiction of another provider agency.Such responses maybe the subject ofa pre-
established agreementbetween CONTRACTOR and suchprovider agency.Examples:(1) A request
21 -COUNTY OF FRESNO
Fresno,CA
for a response into the service area of another agency due to the closer location of CONTRACTOR'S
emergency ambulance units than the other party's emergency ambulance units to the area to which
CONTRACTOR will provide Instant Aid; and (2) A request for a response into the service area of
another agency to assist with a multi-casualty incident.
"Mutual Aid" shall be defined as a request for immediate response to a major
incident which has overwhelmed or exceeded the resources of another area, and is not the subject of an
Instant Aid agreement.
B.If CONTRACTOR enters into Mutual Aid and/or Instant Aid agreements with
neighboring ambulance services,CONTRACTOR shall obtain the EMS Agency's approval of such
agreements.
VIII.FIELD SUPERVISOR
CONTRACTOR shall provide supervision of its operations that is available twenty-four
(24) hours per day, each and every day of the year.CONTRACTOR shall establish a schedule for
such supervision,which provides for prompt availability of such personnel for major incidents,
unusual occurrences,and management of customer complaints.
IX.DISPATCH AND COMMUNICATIONS
A.COUNTY shall provide emergency ambulance dispatch services,
including a dispatch/communications facility (hereinafter referred to as "COUNTY EMS
Communications Center"),sufficient to handle all requests for emergency ambulance service within
the Reedley EOA and areas served by CONTRACTOR through Mutual Aid and Instant Aid.
COUNTY will operate or cause the COUNTY EMS Communications Center to be operated by
COUNTY'S exclusive provider of emergency ambulance services in the Fresno-Clovis metropolitan
area.CONTRACTOR shall not have the right or obligation,under this Agreement,to operate the
COUNTY EMS Communications Center.CONTRACTOR will be responsible for responding to all
requests for emergency ambulance service received by COUNTY and forwarded to CONTRACTOR
for transporting all patients that require emergency ambulance service within the Reedley EOA and
areas served by CONTRACTOR through Mutual Aid and Instant Aid.Communication system
infrastructure (authorization for the use of medical radio frequencies and repeaters for those
22 -COUNTY OF FRESNO
Fresno,CA
frequencies under the coordination and control of COUNTY)will be provided by COUNTY for
CONTRACTOR'S use under this Agreement.
B. All radioand telephone communications,including pre-arrival instructions and
timetrackshallbe recorded ontapeor othermediaandkeptfora minimumof one hundred eighty
(180)days.Upon the request of CONTRACTOR,COUNTY shall retain voice-recorded media
beyond the required one hundred eighty (180)days for unusual occurrences or where there has been a
request bya member ofthe public to preserve such media.
C. COUNTYshall dispatchto and communicatewith CONTRACTOR'S
emergency ambulance units,and keep a record thereof (computer record or dispatch card)in a manner
consistent with Federal and State laws, and COUNTY EMS Policies and Procedures.
D. CONTRACTOR shall ensure that each emergency ambulance unit utilized inthe
performance of services under this Agreement is equipped with emergency alerting devices capable of
notifying emergency ambulance personnel of the response need,and radio communications equipment
sufficient tomeetor exceed the requirements of COUNTY EMS Policies and Procedures.
E.Communications Equipment:
1) Portable (Handheld) Radios
COUNTY shall provide and maintain one(1)portable radio for each of
CONTRACTOR'S emergency ambulance units,first responder units,and disaster response vehicles
approved by the EMS Agency.CONTRACTOR may provide,and,ifit does,shall maintain,
additional portable radio equipment for its units/vehicles consistent with COUNTY EMS Policy #291.
2)Pagers
COUNTY shall provide and maintain two(2)pagers for each of
CONTRACTOR'S ambulance unitsandone(1)pagerforeachof CONTRACTOR'S disaster response
vehicles approved by the EMS Agency.CONTRACTOR may provide,and ifit does,shall maintain,
additional pagers or other communications devices to meet the requirements of this Agreement.
3)In-Vehicle Radios
COUNTY shall provide and maintain one (1)UHF radio with front and
rear control headsfor eachof CONTRACTOR'S emergency ambulance units,first responder units and
2 3 -COUNTY OF FRESNO
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disaster vehicles approved by the EMS Agency.
CONTRACTOR shall maintain additional in-vehicle radio equipment
required by COUNTY EMS Policy #291.
X.DISASTER RESPONSE
During a declared disaster that impacts CONTRACTOR'S resources,as determined by
an agency of government either locally or in the neighboring jurisdiction,the normal course of
business under this Agreement shall be interrupted from the moment the disaster situation is made
known to CONTRACTOR by COUNTY'S Department of Public Health Director,or designee,acting
for the EMS Agency, until notified by COUNTY'S Department of Public Health Director, or designee,
acting for the EMS Agency, that the disaster assistance may be terminated. Immediately upon such
notification of a disaster,CONTRACTOR shall commit such resources as are necessary and
appropriate, given the nature of the disaster, and shall assist with the disaster response by providing
EMS in accordance with disaster plans and protocols applicable in the locality where the disaster has
occurred. The disaster related provisions of this Agreement are as follows:
A.CONTRACTOR shall develop a mechanism for the immediate recall of
personnel to staff emergencyambulanceand disaster responsevehicle units during a multi-casualty
situation,times of peak overload,or declared disastersituations. This plan shall includethe abilityof
CONTRACTOR to page and alert off-duty personnel.
B. When disaster assistance by CONTRACTOR has been terminated,
CONTRACTOR shall resume normal operations under this Agreement as rapidly as is practical
considering exhaustion of personnel,needfor restocking,andotherrelevant considerations.
C. Duringthe course of the disaster,CONTRACTORshall use besteffortsto
Provide local emergency ambulance coverage,and may,if appropriate and in consultation with
EMS Agency staff,suspend scheduled and/or urgent responses.
D. COUNTY'S emergency ambulance dispatch operations shall be updated,
enhancedand altered as necessaryto address the additionalcommunicationsneeds duringdisaster
situations including the increased needforthe number of emergency ambulance units,forthe
coordination of out-of-area Mutual Aid and Instant Aid response units, for hospital information
24 -COUNTY OF FRESNO
Fresno,CA
coordination, and for patient transport information. COUNTY disaster plans and COUNTY EMS
Policies and Procedures shall govern emergency ambulance dispatch responsibilities and the role of
EMS Agency staff in supervising and assisting with emergency ambulance dispatch center operations.
E. During periods of evacuation due to earthquake, wild-land fire, or other
emergencies,and in accordancewith localdisasterplans,CONTRACTORshall assist,to the bestof
its ability, in providingmedical servicesto sheltersand casualty collection pointswhichmay be
established as a result of an evacuation.This would include the provision of medical care,oxygen,
and medical supplies as necessary dueto shortages,whichmayoccur. This may require the postingof
an emergency ambulance unitat specific locations in Fresno Countywhicharenot normal posting
locationsincludingat such sheltersand casualtycollectionpoints. According to local and EMS
disaster plans,emergency ambulance unitsand personnel arenot the primary resource forproviding
such services, however, lack of, or exhaustion of, resources may prompt their use as a back-up.
F. Normal (i.e.,not disaster related) Instant Aid, Mutual Aid, or
multi-casualtyincidentsrespondedto by CONTRACTORshall be performed in accordance with
COUNTY EMS Policies and Procedures,and, as applicable,Mutual Aid agreements.
XI.INQUIRIES AND COMPLAINTS
CONTRACTORshallprovidepromptresponseand follow-upto inquiriesand
complaints from customers and members of the public.Such responses shall be subject tothe legal
limitationsimposedby patient confidentialitylaws and regulations.
XII.COMMITTEES
CONTRACTORshall participatein the appropriate local EMS committeesand related
subcommittees,as determined by the EMS Agency.
XIII.DUTIES OF COUNTY AND EMS AGENCY
COUNTY shall have the following duties under this Agreement:
A. Designate an EMS Agency for COUNTY'S EMS program.
B. Provide emergency ambulance dispatching servicesthroughthe COUNTY EMS
Communications Center to CONTRACTOR,as provided herein.
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25 -COUNTY OF FRESNO
Fresno,CA
1 C. Provide communications infrastructure and certain communications equipment to
2 CONTRACTOR,as provided herein.
3 D.Provide compensation to CONTRACTOR,as provided herein,for
4 CONTRACTOR'S satisfactory performance of its services underthis Agreement.
5 E. TheEMS Agency shall havethe following duties under this Agreement:
6 1)Maintain and administer an EMS System consistent with state law and
7 regulation,for a system of emergency ambulance services and advanced life support (paramedic)
8 services and medical direction.
9 2)Provide a system of medical oversight/medical direction for the
I 0 EMS System and coordinated quality assurance and quality improvement programs for the EMS
II System.
)2 3)Cause the COUNTY EMS Communications Center to coordinate
13 requests for emergency ambulance services,including emergency ambulance service areas that are
14 outside of the Reedley EOA but within Fresno County,and EMS aircraft coordination.
15 4)Assist CONTRACTOR in developing,implementing,and maintaining an
16 internal field supervision system to provide evaluation of CONTRACTOR'S prehospital personnel
17 providing service according to the standards established by the EMS Agency.
18 5)Perform periodic and annual inspections of CONTRACTOR'S ambulance
19 service records,vehicles,facilities,personnel certifications,and patient billings.
XIV.COUNTY AND EMS AGENCY ADMINISTRATION OF AGREEMENT
COUNTY and EMS Agency shall have the authority to administer this Agreement in
22 order to monitor the performance of services that are the subject of this Agreement.EMS Agency
23 shall have the authority to review and,in its discretion,approve or disapprove of contractual
24 commitments made by CONTRACTOR to third parties when such commitments would extend
25 beyondthe term of this Agreement.
26 XV.GENERAL PROVISIONS
27 A.Conflict of Interest
23 CONTRACTOR agrees that it shall not violate,or cause any person to violate,
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26 -COUNTY OF FRESNO
Fresno,CA
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any Federal or State conflict of interest statutes,laws,or regulations,or local laws or regulations
(including,but not limited to those adopted by the COUNTY'S Board of Supervisors)governing
conflict of interest (both those that are now in effect or may hereafter be enacted or adopted).
B.Non-Transferable Agreement
CONTRACTOR shall not(either voluntarily or by operation of law)assign,
convey or transfer this Agreement,or any portion hereof,without the prior,express written permission
of COUNTY andtheEMS Agency as provided in this Subsection XV.B.,and Subsection XV.C,
herein,provided however,CONTRACTOR may assign,convey or transfer its obligations to perform
non-EMS related services (e.g.,janitorial,food service,or building maintenance),toa third party.
Without limiting the generality of the foregoing sentence:
1)CONTRACTOR shallnot (either voluntarily orby operation of law)
assign,convey or transfer any of CONTRACTOR'S rights under this Agreement without the prior,
express written permission of COUNTY and the EMS Agency.
2)CONTRACTOR shall not (eithervoluntarilyor by operationof law)
assign,convey,transfer, delegateor subcontractany of CONTRACTOR'S obligations under this
Agreementwithout the prior,expresswrittenpermission of COUNTYand the EMS Agencyas
provided in Subsection XV.C,herein.
3) CONTRACTOR shall not (either voluntarily or by operation of law) sell,
assign, convey, transfer, or abandon more than ten percent (10%)of the total rights or interest in
CONTRACTOR'S real and personal property and assets within any one (1) year period without the
prior express, written permission of COUNTY and the EMS Agency.
4)CONTRACTOR shall not (either voluntarily or by operation of law) be
merged into or with another corporation, or other business entity, without the prior express, written
permission of COUNTY and the EMS Agency.
If CONTRACTOR (either voluntarily or by operation of law) assigns,
conveys or transfers this Agreement, or any part of this Agreement, including any right hereunder, in
violation of this Subsection XV.B., such assignment,conveyance or transfer shall be void.
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27 -COUNTY OF FRESNO
Fresno,CA
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C.Use of Sub-Contractors
CONTRACTOR'S use of sub-contractors for the direct provision of emergency
ambulance services,or partial staffing for such services,is subject to the prior written permission of
COUNTY'S Board of Supervisors and the COUNTY'S Director ofthe Department of Public Health,or
his/her designee,acting forthe EMS Agency.CONTRACTOR'S use ofany other sub-contractors is
subject to the prior written permission of COUNTY'S Department of Public Health,or designee,
acting for the EMS Agency.CONTRACTOR'S "use of sub-contractors"in the provision of services
shall include the delegation by CONTRACTOR toa third party of CONTRACTOR'S obligations
9 under this Agreement.
If CONTRACTOR elects to use sub-contractors inthe provision ofany services
11 under this Agreement,andthe use thereofis permitted by COUNTY and,as applicable,the EMS
12 Agency,as providedherein,CONTRACTOR inanyeventshallbe responsible forsuchsub-
13 contractor's performance,and CONTRACTOR shall remain the sole pointof contact inthe provision
14 of services under this Agreement.COUNTY and the EMS Agency retain the right to deny requests
15 for use of sub-contractors.
16 D.Modification
17 Any matters ofthis Agreementmay be modifiedfrom time to time by the written
18 consent of allthepartieswithout,in anyway,affecting the remainder ofthis Agreement.No variation
19 or modification ofthetermsor conditions ofthis Agreement shallbe valid and binding uponthe
20 parties unlessanduntil suchvariationor modification is reduced to writingandis executed by duly-
21 authorized officers or agents of the parties.
2 2 E.Rights and Remedies Not Waived
23 CONTRACTOR agrees,warrants,represents and guarantees that
24 CONTRACTOR'S services herein specified shall be completed for the compensation provided for in
25 this Agreement;and that CONTRACTOR'S provision of servicesherein,and thepaymentthereforeby
26 COUNTY, shall not prevent COUNTY from maintaining any legal action against CONTRACTOR for
27 CONTRACTOR'S failure to perform such services in accordance with this Agreement. In no event
23 shallpayment of compensation by COUNTY hereunder constitute or be construed to be a waiver by
COUNTY OF FRESNO
Fresno,CA
1 COUNTY of any breach or any default that may then exist on the part of CONTRACTOR,and the
2 payment of such compensation while any such breach or default exists, shall in no way impair or
3 prejudice any right or remedy available to COUNTY with respect to such breach or default.
4 COUNTY'S and the EMS Agency's exercise of any rights or remedies under this
5 Agreement shall not preclude COUNTY or the EMS Agency from exercising any other right or
6 remedy under this Agreement or provided by law. Such rights and remedies may be exercised by
7 COUNTY and the EMS Agency cumulatively.If COUNTY or the EMS Agency desires to waive any
8 right or the exercise of any remedy under this Agreement, such waiver shall only be in writing and
9 signed by a duly authorized officer or agent of COUNTY or the EMS Agency,as applicable.If
10 COUNTY or the EMS Agency should waive any breach or default by CONTRACTOR of any
11 provision of this Agreement, COUNTY and the EMS Agency shall not thereby be deemed to have
12 waivedany precedingor succeedingbreachor default of the same or any other provisionof this
13 Agreement.
14 F.Governing Law
15 For purposes of venue,performance of this Agreement shall be in Fresno
16 County, California. The rights and obligations of the parties and all interpretation and performance of
17 this Agreement shall be governed in all respects by the laws of the State of California.
18 G.Invalidity
19 If any part of this Agreement is found by a court of competent jurisdiction
20 to beviolative of any law or the Federal or State Constitution or otherwise legally defective, invalid or
21 unenforceable,CONTRACTOR and COUNTY shall use their best efforts to replace that part of this
22 Agreementwith legal, valid and enforceableterms and conditionsmost readily approximatingthe
23 original intentofthe parties.Furthermore,if any provision of this Agreement orthe application hereof
14 to anyperson or circumstanceshall,to any extent, be found by a courtof competentjurisdiction to be
violativeof any law or the Federalor State Constitutionor otherwiselegallydefective,invalidor
unenforceable, the remainder of this Agreement, or the application of such provision to persons or
27 circumstances other than those as to which is found by a court of competent jurisdiction to be violative
28 ofanylawor theFederalor State Constitution or otherwise legally defective,invalidor unenforceable,
A
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shallnot be affectedthereby,and each remainingprovisionof this Agreementshall remainin full
force and effect and shall be enforceable to the fullest extent permitted by law.
H.Hold Harmless,Indemnification and Defense
1)CONTRACTOR agrees to save,indemnify,hold harmless and, at
COUNTY'S request, defend COUNTY, including the County of Fresno, the COUNTY'S Department
of PublicHealth, the EMS Agency,their respective officers,agents,employees,contractors,attorneys,
EMS Medical Directors, the COUNTY'S Board of Supervisors, each member of the COUNTY'S
Board of Supervisors (collectively, the "COUNTY Indemnified Parties"), from and against any and all
expenses, demands, liabilities, claims, actions, proceedings, litigation,judgments,suits, costs
(including but not limited to court costs and attorney's fees and costs, amounts paid in settlement, and
amountspaid to dischargejudgments), penalties, or damages of any nature whatsoever occurring or
resulting to, or threatened against COUNTY Indemnified Parties including,but not limited to, an
award of attorney's fees and costs and expenses to the person or entity bringing the action, suit,
proceeding,or litigation,or their officers,agents,and employees,arising from,resulting from, or in
connection with any of CONTRACTOR'S,including its officers,employees,agents or contractors,
actions (or failing to take actions) for injury to, and death of, any person,and for injury to any
property, including consequential damages of any nature resulting therefrom, arising out of, or in any
way connected with any acts or omissions by,or on behalf of CONTRACTOR,its officers,
employees,agents or contractors in performing or failing to perform any services or functions
provided for or referred to or in any way connected with any work,services,or functions to be
performed by CONTRACTOR,its officers,employees,agents,or contractors under this Agreement.
The foregoing clause shall in no way obligate CONTRACTOR to provide such protection,
indemnification,or defense to the extent of acts or omissions by COUNTY,its officers,employees,
agents,or contractors.
2)COUNTY agrees to save,indemnify,hold harmless and, at
CONTRACTOR'S request,defend CONTRACTOR including,its officers,agents,employees,
contractors,attorneys,CONTRACTOR'S Board of Directors,each member of CONTRACTOR'S
Board of Directors (collectively,the "CONTRACTOR Indemnified Parties"),from and against any
30 -COUNTY OF FRESNO
Fresno,CA
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and all expenses,demands,liabilities,claims,actions,proceedings,litigation,judgments,suits,costs
(including but not limited to court costs and attorney's fees and costs,amounts paid in settlement,and
amounts paid to discharge judgments),penalties,or damages of any nature whatsoever occurring or
resulting to,or threatened against CONTRACTOR Indemnified Parties including,butnot limited to,
an award of attorney's fees and costs and expenses tothe person or entity bringing the action,suit,
6 proceeding,or litigation,or their officers,agents,and employees,arising from,resulting from,orin
7 connection withanyof COUNTY'S,including its officers,employees,agentsor contractors,actions
8 (or failing to take actions)for injury to,and death of,any person,and for injury to any property,
9 including consequential damages of any nature resulting therefrom,arising out of,orin any way
I 0 connected with any acts or omissions by,oron behalf of COUNTY,its officers,employees,agents or
II contractors in performing or failingto perform any services or functions providedforor referredtoor
12 inanyway connected withany work,services,or functions to be performed by COUNTY,its officers,
13 employees,agents,or contractors underthis Agreement.The foregoing clause shall innoway
14 obligate COUNTY to provide such protection, indemnification, or defense to the extent of acts or
15 omissionsby CONTRACTOR,its officers,employees,agents, or contractors.
16 3)Except as otherwise provided in Subsection XV.I.,herein,the aforesaid
;7 indemnity and hold harmless clauses by COUNTY and CONTRACTOR shall apply toall damages
:3 andclaimsfor damages of everykind suffered,or alleged to havebeen sufferedbythepartyto be
::9 indemnified, including but not limited to attorney fees and court costs, by reason of the aforesaid
20 operationsof the indemnifying party, regardlessof whetheror not the insurancepoliciesor self-
21 insurance ofthe indemnifying partyshallhavebeen determined to be applicable toanysuch damages
22 orclaimsfor damages;anysettlementof any actual or threatened action, suit,proceeding,or litigation
23 in connectionwith this Subsection XV.H.shall be subjectto approval of the party to be indemnified.
24 4)Notwithstanding anything stated to the contrary in this Agreement,the
25 provisions of this Subsection XV.H.shall not apply to any act or omission of any of the Indemnified
5 Parties (as that term is defined in Subsection XV.I.,herein) arising out of or in connection with the
::7 EMS Agency creating or enforcing the Reedley EOA.
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-31 -COUNTY OF FRESNO
Fresno,CA
1 5)The provisions of this Subsection XV.H.shall survive termination of this
2 Agreement.
3 I-Grandfather EOA -Hold Harmless.Indemnification and Defense
4 The parties recognize that there has been a proliferation of litigation challenging
5 governmental actions in the administration of EMS.Because the creation and enforcement of the
6 Reedley EOA would directly benefit CONTRACTOR in that the Reedley EOA is expected to ensure
7 stability in the provision of emergency ambulance services to the Reedley EOA, and thereby directly
benefit CONTRACTOR,CONTRACTOR is agreeable to indemnifying,defending and holding
9 harmless COUNTY and the EMS Agency herein for the EMS Agency creating the Reedley EOA and
10 enforcing Reedley EOA in order that COUNTY and the EMS Agency shall bear no fiscal or financial
11 burden whatsoever resulting from any litigation challenging such actions of the EMS Agency.
12 CONTRACTOR agrees to save,indemnify,hold harmless and, at COUNTY'S
3 request,defend COUNTY,including the COUNTY'S Department of Public Health,the EMS Agency,
i their respective officers,agents,employees,contractors,attorneys,EMS Medical Directors,the
COUNTY'S Board of Supervisors,each member of the COUNTY'S Board of Supervisors
(collectively,the "Indemnified Parties"),from and against any and all litigation,actions,suits,claims,
17 proceedings,demands,liabilities,and their resulting expenses,costs (including but not limited to court
18 costs and attorney's fees charged by or awarded to any party,settlement payments,and amounts paid
19 to discharge judgments),judgments,damages,and penalties of any nature whatsoever occurring or
20 resulting to, or threatened against the Indemnified Parties arising from,resulting from, or in
21 connection with any of the Indemnified Parties'actions (or failure to take actions)in creating the
z2 Reedley EOA, amending the EMS Agency's local EMS Plan as stated herein, enforcing the restriction
3 of services in the Reedley EOA to CONTRACTOR'S exclusive provision of services as stated herein,
7 1 or taking any other actions (or failure to take actions) to maintain and enforce the Reedley EOA. In
carrying out its obligation to defend the Indemnified Parties,CONTRACTOR shall provide a law firm
to the Indemnified Parties,provided however,Fresno County Counsel shall select such law firm, and
27 CONTRACTOR shall have the right to approve such law firm,which approval shall not be
28 unreasonably withheld.Such law firm shall have recognized expertise in antitrust and EMS law.
32 -COUNTY OF FRESNO
Fresno,CA
•1 Within thirty (30) days from the date that CONTRACTOR receives an invoice from COUNTY
."•2 requesting payment, CONTRACTOR shall reimburse COUNTY for the defense counsel's attorneys'
...-3 fees and costs and expenses (including defense counsel's court costs and expenses, and the fees, costs
4 and expenses of expert consultants used by defense counsel) related to the representation of the
5 Indemnified Parties in the action, suit,proceeding,or litigation brought or threatened against the
6 Indemnified Parties.CONTRACTOR shall also directly pay to any Indemnified Party,within thirty
7 (30) days from the date that CONTRACTOR receives an invoice from COUNTY requesting payment,
8 for any item for which indemnification herein is provided by CONTRACTOR to the Indemnified
9 Parties, and for which the Indemnified Party is obligated to pay to a third party. The EMS Agency
10 shall be justified in refusing to enforce the Reedley EOA,or in terminating the Reedley EOA,unless
11 the Indemnified Parties shall first be indemnified and defended herein to their satisfaction.Any
12 settlement of any actual or threatened action, suit,proceeding,or litigation in connection with this
13 Agreement shall be subject to approval of COUNTY and the EMS Agency.
14 The provisions of this Subsection XV.I.shall survive termination of the Reedley
15 EOA and this Agreement.
16 XVI.INSURANCE
17 Without limiting COUNTY'S right to obtain indemnification from CONTRACTOR or
18 any third parties,CONTRACTOR,at its sole expense,shall maintain in full force and effect the
19 following insurance policies throughout the term of this Agreement.
2 0 A.Commercial General Liability
21 Commercial General Liability Insurance with limits of not less than One Million
22 Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million Dollars ($2,000,000).
2 3 This policy shall be issued on a per occurrence basis.COUNTY may require specific coverage
24 including completed operations,product liability,contractual liability,Explosion-Collapse-
25 Underground (XCU), fire legal liability or any other liability insurance deemed necessary because of
2 6 the nature of the contract.
2 7 B.Automobile Liability
28 Comprehensive Automobile Liability Insurance with a combined single limit of
33 -COUNTY OF FRESNO
Fresno,CA
1 not less One Million Dollars ($1,000,000)per accident.Coverage shall include owned and non-owned
2 vehicles used in connection with this Agreement.
3 C.Professional Liability
4 Professional Liability Insurance (Errors and Omissions)with limits of not less
5 than One Million Dollars ($1,000,000.00)per occurrence, Three Million Dollars ($3,000,000.00)
6 annual aggregate.CONTRACTOR shall maintain, at its sole expense, in full force and effect a policy
7 or policies of Professional Liability for a period of not less than three (3) years from the termination
8 date of this A greement.
9 D.Worker's Compensation
10 A policy of Worker's Compensation insurance as may be required by the
11 California Labor Code.
12 CONTRACTOR shall obtain endorsements to the Commercial General Liability
13 Insurance naming the County of Fresno, its officers, agents, and employees, individually and
14 collectively,as additional insured, but only insofaras the operationsunder this Agreementare
15 concerned. Suchcoverage for additionalinsuredshallapply as primary insurance and any other
:;5 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall be
17 excessonly and not contributing with insurance provided under CONTRACTOR'Spoliciesherein.
13 This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance
19 written notice given to COUNTY.
20 Withinthirty (30) days fromthe datethat CONTRACTORexecutes this Agreement,
21 CONTRACTOR shall provide certificates of insurance and endorsement as stated above forallof the
22 foregoing policies,as required herein,tothe County of Fresno,Department of Public Health,P.O.Box
23 11867,Fresno,CA 93775,Attn:Contracts Section -6th Floor,stating that such insurance coverage
24 have been obtained and are in full force; that the County of Fresno, its officers,agents and employees
25 willnot be responsible forany premiums onthe policies;thatsuch Commercial General Liability
25 insurance namesthe Countyof Fresno,its officers,agentsand employees,individually and
2 7 collectively,as additional insured,butonlyinsofarasthe operations underthis Agreement are
28 concerned;thatsuchcoveragefor additional insured shallapplyas primary insurance andany other
34 -COUNTY OF FRESNO
Fresno,CA
1 insurance,or self-insurance,maintained by COUNTY,its officers,agents and employees,shall be
2 excess only and not contributing with insurance provided under CONTRACTOR'S policies herein;
3 and that this insurance shall not be cancelled or changed without a minimum of thirty (30)days
4 advance,written notice given to COUNTY.
5 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as
. 6 herein provided,COUNTY may, in addition to other remedies it may have, suspend
7 or terminate this Agreement upon the occurrence of such event.
8 All policies shall be withadmittedinsurerslicensed to do business inthe State of
9 California. Insurance purchased shall be purchased from companies possessing a current A.M. Best,
10 Inc.rating of A FSC VII or better.
11 The insurance requirements of this Section XVI. shall apply to CONTRACTOR'S
1 2 personnel duringtheir performance of anyandall activities whicharethe subjectof this Agreement,
".:.3 or any amendmenthereto, including,but not limitedto, their participation inclinical education
14 programs and prehospital experience while assigned to a separate paramedic ground ambulance
15 provider.
16 XVII.INDEPENDENT CONTRACTOR
17 In order to establish that COUNTY is not a co-employer of CONTRACTOR'S officers,
18 agentsor employees,the parties agreeto the provisionsof this Section XVII.
19 In performance of thework,duties,andobligations assumed by CONTRACTOR under
20 this Agreement,it is mutually understood and agreed that CONTRACTOR,including any andallof
21 CONTRACTOR'S officers,agents,and employees,willat alltimesbe acting and performing as an
:;:2 independent CONTRACTOR andshallactin an independent capacity andnotas an officer,agent,
:3 servant,employee,joint venturer,partner,or associate of COUNTY.COUNTY shall retain the right
.V 4 to administer this Agreement so asto verify that CONTRACTOR is performing its obligations in
25 accordance with the terms and conditions thereof.CONTRACTOR and COUNTY shall comply with
26 all applicable provisions of law and the rules and regulations,if any,of governmental authorities
27 having jurisdiction over matters the subject thereof.
28 Because of its status as an independent contractor,CONTRACTOR shall have
35 -COUNTY OF FRESNO
Fresno,CA
1 absolutely no right to employment rights and benefits available to COUNTY employees.
2 CONTRACTOR shall be solely liable and responsible for providing to,oronbehalf of,its employees
3 all legally-required employee benefits.
4 In addition,CONTRACTOR shall be solely responsible andsave COUNTY harmless
5 from all matters relating to payment of CONTRACTOR'S employees,including compliance with
6 Social Security,withholding,and all other regulations governing such matters.Itis acknowledged
7 that during the term of this Agreement,CONTRACTOR may be providing services to others unrelated
8 to COUNTY or to this Agreement.
9 XVIII.CONSIDERATION
:•o A. No local tax support shall be provided by COUNTY to CONTRACTOR in
11 connection with his Agreement.COUNTY shall have no obligation to compensate CONTRACTOR
12 for services performed under this Agreement other than as stated in this Section XVIII.The only
13 compensation payable by COUNTY to CONTRACTOR for CONTRACTOR'S satisfactory
14 performance ofits services under this Agreement isas follows:
15 B.COUNTY shall provide both monetary and non-monetary compensation to
16 CONTRACTOR forthe satisfactory performance of its servicesasprovidedinthis Agreement.
17 1) Monetary Compensation
;:.s COUNTY shall payto CONTRACTOR a monthly lump-payment ofFour
19 Thousand Seven Hundred Fifty and No/100 Dollars ($4,750.00)for estimated dry runs and
20 uncollectible charges.The foregoing compensation represents the parties'best estimate of
11 CONTRACTOR'S monthly dry runs and uncollected charges for services provided under this
22 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 Fifty Seven Thousand and No/100
24 Dollars ($57,000.00).Notwithstanding the provisions of this Section XVIII,the total maximum
25 monetary compensation payable under this Agreement shall not exceed One Hundred Fourteen
26 Thousand and No/100 Dollars ($114,000.00).
2 7 In consideration forsuch monetary compensation,CONTRACTOR shall
23 completely,unconditionally and irrevocably assign all of its "uncollectible accounts"to COUNTY.
36 -COUNTY OF FRESNO
Fresno,CA
1 "Uncollectible accounts"shall be defined as those accounts receivable for authorized runs which
2 CONTRACTOR has been unable to collect payment upon after they become past due or delinquent in
3 accordance with CONTRACTOR'S customary and usual practices as set forth in COUNTY EMS
4 Policy #205, and which accounts came into existence due to CONTRACTOR'S performance of this
5 Agreement or as a result of CONTRACTOR'S rendering of emergency ambulance service, or both.
6 COUNTY shall have the discretion to pursue any and all collection efforts for the
7 compromise and settlement of such accounts. COUNTY shall retain any and all revenues it receives
8 on such accounts and shall have no obligation to pay to CONTRACTOR any portion of
9 such revenues collected.
10 2)Non-Monetary Compensation
11 The following are the forms of non-monetary compensation given by
12 COUNTY to CONTRACTOR:
13 a.The use of COUNTY communications infrastructure for EMS
14 Med Channels,as provided herein.
:5 b.For emergency ambulance units and disaster response vehicles
1 5 approved by the EMS Agency, the provision, installation, and maintenance of UHF in-vehicle radios
:7 for access of EMS Med Channels,as provided herein.
18 c. Two (2)alpha-numeric pagers and pager service for each
19 emergency ambulance unit and each disaster response vehicle approved by the EMS Agency, as
20 provided herein.
21 d.Designation by the EMS Agency as the exclusive provider of
22 emergencyambulance service within the Reedley EOA, as provided herein.
23 e.Access to a system of medical control through the EMS Agency
2 i and EMS Medical Director(s)and, as applicable,local EMS Base Hospital(s).
;5 f Provision of prehospital care report forms,canceled run report
•5 forms, and release at scene/against medical advice report forms, and unusual incidents/quality
2 7 assurance/quality improvement report forms.
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37 -COUNTY OF FRESNO
Fresno,CA
1 g. COUNTY may lend to CONTRACTOR medical equipment at
2 any time during the term of this Agreement. If COUNTY lends such equipment to CONTRACTOR:
"'3 (1) suchequipment shall remainthe propertyof COUNTYat all times; (2) atthe time that possession
:4 ofsuch equipment is transferred from COUNTY to CONTRACTOR,CONTRACTOR shall execute
~5 an acceptanceand receiptform,providedby COUNTY,that complies with,recitesand incorporates
6 the provisions of this Subsection XVIII.B.2.g;and(3)CONTRACTOR shallbe responsible for
7 maintenance of such equipment and, in the event equipment is lost or destroyed, CONTRACTOR
8 shallbe responsiblefor replacementof suchequipment. Upon termination of this Agreement and the
9 failureof the parties to enter into a successoragreement,CONTRACTORshallreturn such equipment
10 to COUNTY'SDepartmentof Public HealthEMSDivisionwithin thirty (30)days of the date of
11 terminationof this Agreement. Uponreceiptof suchequipment, CONTRACTORshallacknowledge,
12 inthe aforementioned acceptance and receipt form,that CONTRACTOR hashadareasonable
-.1 3 opportunity to fully inspect such equipment priorto the delivery ofthis equipment,andthat
i 4 CONTRACTORdid, in fact, inspectsuch equipment.The parties acknowledgethat, if COUNTY
15 lendssuch equipment to CONTRACTOR,COUNTY is providingsuch equipment in"as is"condition,
16 and that COUNTYmakes no representationor warranty,express or implied,as to the fitness, design,
17 operation,quality,workmanship,or condition of such equipment,nor any other representation or
18 warranty whatsoever;COUNTY does not represent or warrant that such equipment isofa
19 merchantable quality or that it can be used for any particular purpose.
20
21 3) Full Compensation
22 Thepartiesagreethatthe amountof monetary compensation and the non-
23 monetary compensation,stated above,are inclusive ofand fulfill any obligation that COUNTY may
24 have,if any,presently oratany time during the term ofthis Agreement,andany renewal thereof,to
25 compensate,reimburse,or otherwise pay CONTRACTOR for EMS,including emergency ambulance
26 services provided to medically-indigent persons.
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COUNTY OF FRESNO
Fresno,CA
1 4)CONTRACTOR'S FeeFor Service
2 The parties recognize that CONTRACTOR charges a fee for its services
3 to recipients of such services,and that COUNTY and EMS Agency are not responsible for setting
4 CONTRACTOR'S ratesforsuch fees.Notwithstanding anything stated to the contrary inthe
5 foregoing sentence,CONTRACTOR'S fees for such services shall not exceed the reasonable and
6 customary rates for such services under the circumstances,and such fees,and CONTRACTOR'S
7 billing and collection practices,shall be in compliance with all Federal,State,and local laws,and
8 regulations.
9 XIX.AUDITING
:o The Auditor-Controller/Treasurer-Tax Collector of COUNTY shallhavethe rightto
j l review any and all books,accounts,financial and accounting records,bills and the like of
12 CONTRACTOR relating to services provided under this Agreement.CONTRACTOR shall retain and
13 make available for inspection by COUNTY'S Auditor-Controller/Treasurer-Tax Collector for at least a
14 three (3)year period from final payment under this Agreement,all of the documents and records
15 described above.
16 If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00),
17 CONTRACTOR shall be subject to the examination and audit of the State Auditor for a period of
:.3 three (3)years after final payment under contract (Government Code Section 8546.7).
i.3 XX.TERM AND TERMINATION OF AGREEMENT
2o A.This Agreement shall become effective on the 1st day of July,2015,and shall
21 terminate on the 30th day of June,2017.Upon the mutual written agreement of the parties hereto,this
22 Agreement may be extended beyond that date.
23 B.Either party may terminate this Agreement without cause by giving at least
24 ninety (90)days advance written notice of such termination to the other party.
25 C.The terms of this Agreement,and the services tobe provided hereunder,are
26 contingent on the approval of funds by COUNTY'S Board of Supervisors.Should sufficient funds not
7 be allocated for this Agreement at any time by COUNTY during the term of this Agreement,the
3 services provided may be modified at any time by COUNTY,or this Agreement may be terminated at
- 39 -COUNTY OF FRESNO
Fresno,CA
1 anytimeby eitherparty giving theotherpartyat leastthirty(30)daysadvancewrittennotice thereof.
2 D. Either party may suspend or terminate this Agreement in whole or in part, where
3 in the determination of the aggrieved party the other party is in breach of a material obligation to
4 perform underthis Agreement,provided however,the following shallfirsttakeplace:
5 1) The aggrieved party shall give the other party written notice of such
breach, stating with reasonable specificity the facts and the reasons giving rise to such breach; such
notice shall be given to the other party at least fifteen (15) days before the date of termination of this
Agreement due to such breach; and
9 2) Before such fifteen (15) day period has elapsed, the other party has not
10 curedsuch breach of this Agreement to the reasonable satisfaction of the party giving such notice of
11 breach.
12 E. In the event of termination of this Agreement, each party shall be responsible for
13 complying withalllaws applicable to them,ifany,respecting reduction or termination of medical
.4 services.
XXI.DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable ifthe CONTRACTOR is operating as a corporation (a
.7 for-profit or non-profit corporation)orif during the term ofthis agreement,the CONTRACTOR
18 changes its status to operate as a corporation.
19 Members of the CONTRACTOR'S Board of Directors shall disclose any self-dealing
20 transactions thattheyareapartyto while CONTRACTOR is providing goodsor performing services
21 under this agreement.A self-dealing transaction shall mean a transaction to which the
22 CONTRACTOR isa party andin which oneor more ofits directors hasa material financial interest.
:3 Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to
4 by completing and signing a Self-Dealing Transaction Disclosure Form,attached hereto as Exhibit E
and incorporated herein by reference,and submitting itto the COUNTY prior to commencing with the
self-dealing transactionor immediatelythereafter.
2 7 ///
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40 -COUNTY OF FRESNO
Fresno,CA
XXII.FORCE MAJEURE
A.If either party hereto is rendered unable, wholly or in part, by Force Majeure to
carry out its obligations under this Agreement, that party shall give to the other party hereto prompt
written notice of the Force Majeure with full particulars relating thereto. Thereupon, the obligation of
thepartygivingthe notice,so far asthey are affected bythe ForceMajeure,shallbe suspended during,
butno longer than, the continuance of the Force Majeure, except for a reasonable time thereafter
required to resume performance.
B. During any period in which either party hereto is excused from performance by
reason of the occurrence of an event of Force Majeure, the party so excused shall promptly, diligently,
and in goodfaith take all reasonableaction required inorderfor it to be ableto promptlycommenceor
resume performance of its obligations under this Agreement.Without limiting the generality ofthe
foregoing,thepartyso excused from performance shall,during anysuch period of Force Majeure,take
all reasonable action necessary to terminate any temporary restraining order or preliminary or
permanent injunctions to enable itto so commence or resume performance ofits obligations under this
Agreement.
C. Theparty whose performance is excused dueto the occurrence of aneventof
Force Majeure shall,during such period,keepthe otherparty hereto notified ofallsuch actions
required in order forittobe able to commence or resume performance ofits obligations under this
Agreement.
D. "ForceMajeure"is defined as anActof God,act of public enemy,war, andother
extraordinary causesnot reasonably withinthe control of eitherofthe parties hereto.
XXIII.ENTIRE AGREEMENT
The parties agree thatallofthe terms ofthis Agreement shall be binding upon them,and
their successors-in-interest,assignsandlegal representatives,andthat togethertheseterms constitute
the entire agreementof the partieswithrespectto the subjectmatter hereof.This Agreement
supersedes all previous negotiations,proposals,commitments,writings,understandings and
agreements of any nature whatsoever concerning the subject matter hereof unless expressly included
in this Agreement.No variation or modification of this Agreement and no waiver of any ofits
41 -COUNTY OF FRESNO
Fresno,CA
provisions or conditions shall be valid unless in writing and signed by an authorized agent or officer of
the parties.
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42 -COUNTY OF FRESNO
Fresno,CA
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
2 year first hereinabove written.
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COUNTY OF FRESNO:
BERNICE E. SIEDEL, CLERK
Board of Supervisors
Date: t \ \--\\ 1.0\~ •
APPROVED AS TO ACCOUNTING FORM:
VICKI CROW, CPA, AUDITOR-CONTROLLER/
TREASURER-TAX COLLECTOR
REVIEWED AND RECOMMENDED FOR
APPROVA}f) ~
By: ili~
David Pomaville
Director
Department of Public Health
as the designated EMS Agency
-43 -
SEQUOIA SAFETY COUNCIL, INC.:
By:fl~ ~of Ambulanceoard
By:__,fL-I..L__:_ ________ _
Secretary of Ambulance Board
Date: L//;k/;5
Mailing Address:
500 E. 11th Street
Reedley, CA 93654
Fund/Subclasss:
Organization
Account
0001/10000
56201695
7295
COUNTY OF FRESNO
Fresno, CA
Exhibit A
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Exhibit B
Description of Metropolitan Response Area
Ambulance Zone "J"
The following Census Tracts and descriptions comprise the Metro/Urban Area of Ambulance Zone J:
Census Tract #63 -Includes all of the area SOUTH of Adams A venue and WEST of Alta A venue.
Census Tract #66.01-Includes all of the Census Tract.
Census Tract #66.02-Includes all of the Census Tract.
Census Tract #67-Includes all of the Census Tract.
Census Tract #68.02 -Includes all ofthe area SOUTH of Adams avenue and East of Smith Road.
Page B-1
""0 ~ ~ t:O I N Exhibit B Map of Metropolitan Response Area Ambulance Zone "J" SmithAw. Page B-2 AUm.Aw AliaAw. tr:1 & ;; -· -t:O
Exhibit C
Description of Rural Response Area
Ambulance Zone "J"
The following Census Tracts and descriptions comprise the Rural Response Area of Ambulance Zone J:
Census Tract #63 -Includes all of the area SOUTHEAST of the following boundary -from the
intersection of the Cameron Slough and the Kings River, NORTHEAST along the Cameron
Slough to the intersection ofReed Avenue and the Cameron Slough and then NORTH on REED
Avenue to Kings Canyon Road and then EAST on Kings Canyon Road to the Friant-Kern Canal ,
except for the area SOUTH of Adams A venue and WEST of Alta A venue.
Census Tract #64.03 -Includes all of the area SOUTH of Kings Canyon Road and WEST of Cove
Road.
Census Tract #65 -Includes all of Census Tract.
Census Tract #68.01-Includes all ofthe area EAST of Mendocino Avenue andNORTH of Floral
Avenue.
Census Tract #68.02 -Includes all ofthe area WEST of Smith Road , except for the area SOUTH of
Floral A venue.
Census Tract #69-Includes all ofthe area SOUTHEAST of the Cameron Slough.
Page C-1
'i:l ~ ~ (1 I N Exhibit C Map of Rural Response Area Ambulance Zone "J" Camenn Slouch ~ Page C-2 MeNio~ino Ave -.._ Smith -Ave PloraiAw ZoneJ Alta /Ave Pr:iant!K.m /Canal __.-CCM! Ave \ Yulan Counv line tn & ~ ....... .... (1
Exhibit D
Description of Wilderness Response Area
Ambulance Zone "J"
The following Census Tracts and descriptions comprise the Remote/Wilderness Area of Ambulance Zone J:
Census Tract #64.02-Excluding all of the area SOUTH of Kings Canyon Road and WEST of Cove Road.
Page D-1
'i::i JJ 0 t:J I N Exhibit D Map of Wilderness Response Area Ambulance Zone "J" Page D-2 Rearm the tTl Tulu. Co-v !..in. ~ cr' -· ...... t:J
Exhibit E
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 "CountyContractor"), 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 isdefined 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 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 boardmember's company/agency nameandaddress.
(3)Describe in detail the nature ofthe self-dealing transaction that is being disclosed tothe
County.Ata minimum,includea description ofthe following:
a.The nameofthe agency/company with which the Corporation hasthe 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).
Page 1 of2
Exhibit E
(1)Company Board Member Information:
Name:Date:
Job Title:
(2)Company/Agency Name and Address:
(3)Disclosure (Please describe the nature ofthe self-dealing transaction you area party to):
(4)Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
(5)Authorized Signature
Signature:Date:
Page 2 of2