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HomeMy WebLinkAbout32405Agreement No. 15-272 1 2 EMERGENCY MEDICAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this llf~day of U~ '2015, by 3 and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter 4 referred to as "COUNTY," and the CITY OF SELMA, a Municipal Corporation, whose address is 5 1710 Tucker, Selma, California, 93662, hereinafter referred to as "CONTRACTOR" and collectively 6 referred to as the "Parties." 7 W I T N E S S E T H: 8 WHEREAS, COUNTY, through its Department of Public Health, has been designated as the 9 local EMS Agency ofthe County of Fresno pursuant to California Health and Safety Code Section 10 1797 .200; and 11 WHEREAS, CON~RACTOR is capable of providing emergency ambulance services to persons 12 needing such services within the boundaries of Fresno County Ambulance Zone G; and 13 WHEREAS, CONTRACTOR is contracting hereunder prehospital emergency medical 14 services pursuant to the terms of this Agreement within said Zone G. 15 NOW, THEREFORE, the Parties agree as follows: 16 1. The Parties acknowledge that the COUNTY's Department of Public Health has been 17 designated as the Local EMS Agency of the COUNTY with the authority to plan, implement and 18 evaluate an emergency medical services system for and within Fresno County pursuant to California 19 Health and Safety Code Sections 1797.200 and 1797.204. The Parties also acknowledge that the 2 0 Local EMS Agency has implemented COUNTY EMS Policy #200 (Authorization of Ambulance 21 Provider Agencies in Fresno County). The Parties further acknowledge that the EMS Medical 22 Director of COUNTY's Department ofPublic Health has the authority set forth in Health and Safety 2 3 Code Section 1798. CONTRACTOR agrees that it shall operate its emergency medical care program 2 4 in conformity with the medical policies, procedures and standards issued and amended by the Local 2 5 EMS Agency (hereinafter collectively referred to as the "COUNTY EMS Policies and Procedures," 2 6 and individually referred to as "COUNTY EMS Policy#"). Neither the fact that this Agreement is 2 7 entered into nor anything contained in this Agreement shall be construed as an admission by either 2 8 Party hereto restricting CONTRACTOR's legal authority, if any, to plan, implement, and operate - 1 -COUNTY OF FRESNO Fresno, CA within or without its corporate boundaries a system of emergency medical services (including,but not limited to,ambulance services)independent of COUNTY'S authorization or approval. 2.DUTIES OF CONTRACTOR A.CONTRACTOR shall be responsible for furnishing services,equipment and materials,as hereinafter set forth, in order to provide emergency medical services to persons in need thereof within the incorporated boundaries of the City of Selma and that certain portion of the unincorporated area of Fresno County,together known as Fresno County Ambulance Service Zone G, as shown in Exhibit "A."attached hereto and incorporated herein by reference. B.CONTRACTOR shall maintain automatic vehicle locators in each authorized emergency ambulance unit and authorized disaster response unit. C.CONTRACTOR shall assure that all calls received by the City of Selma PSAP (Public Safety Answering Point)for medical assistance are transferred directly to the COUNTY'S centralized ambulance dispatch facility. 3.DUTIES OF COUNTY A.COUNTY shall operate a central dispatching facility and shall, on a non exclusive basis, provide the primary dispatch of all calls for emergency medical care and ambulance services within the area set forth in Exhibit "A"to the CONTRACTOR in accordance with COUNTY EMS Policies and Procedures. 1)COUNTY will assist CONTRACTOR in developing,implementing,and maintaining an internal field supervision system to provide evaluation of CONTRACTOR'S personnel providingserviceunderthis Agreementaccordingto the standardsestablished by the COUNTY EMS Policies and Procedures. 2)COUNTY will do periodic and annual inspections of CONTRACTOR'S emergencyambulanceservices personnelcertifications,records,vehicles, equipment,and facilities required by law and this Agreement. B.Notwithstanding the foregoing provisions of Subsection 3.A.of this Agreement, COUNTY is not restrictedby reason of this Agreementfrom entering into an agreementfor services that are the same as or similar to these provided by CONTRACTOR pursuant to this Agreement with - 2 -COUNTY OF FRESNO Fresno,CA an entity other than CONTRACTOR for the provision of emergency medical services within the same geographic area as described in Exhibit "A." COUNTY shall notify CONTRACTOR of any proposal to enter into such an agreement with any other entity prior to award of such agreement. 4-QUALIFICATION OF CONTRACTOR CONTRACTOR shall at all times meet the requirements set forth by the California Highway Patrol, the California Vehicle Code, the State Department of Health, the California Health and Safety Code, the California Code of Regulations, the COUNTY'S Department of Public Health with respect to medical standards, and any other applicable statute or regulation with respect to the services, equipment, and materials which are the subject matter of this Agreement. In the event of conflicting statutes or regulations, the statute or regulation setting forth the most stringent requirements shall be adhered to by CONTRACTOR.In the event of a conflict between the terms of this Agreement and any resolution or regulation of the COUNTY, the terms of this Agreement shall prevail. 5-AREA SERVED CONTRACTOR shall provide emergency medical services,on a non-exclusive basis, upon dispatch by COUNTY and/or upon direct call to Selma's Fire or Police Department to any location or incident within the territory of Fresno County Ambulance Service Zone Area G (herein "Area G") as shown in Exhibit "A." In addition, upon request of the COUNTY EMS Communications Center,or other appropriatedispatching/requestingagency (as defined by COUNTY EMS Policies and Procedures), CONTRACTOR shall, to the extent consistent with its primary- responsibility to provide emergency medical services ona non-exclusive basis,intheareaof Exhibit "A," renderall reasonableprehospital"mutual aid" to those providersof emergency medicalservices operating within the adjacent Service Zone Areas in order to ensure that timely emergency medical services are rendered to persons in need of such services within those areas. 6.SERVICES TO BE PROVIDED AND PERFORMANCE STANDARDS A. CONTRACTOR shall provide appropriate ambulance, paramedic, and medical equipment and personnel in order to furnish "Advanced Life Support"(ALS)and "Basic Life Support"(BLS)services to persons within Area Gona non-exclusive,on-call basis,twenty-four (24) - 3 -COUNTY OF FRESNO Fresno,CA hours per day, seven (7) days per week. "Advanced Life Support"services shall mean special services designed to provide definitive emergency medical care, including, but not limited to,cardiopulmonary resuscitation,cardiac monitoring,cardiac defibrillation,advanced airway management,intravenous therapy, administration of specified drugs and other medical preparations,and other specified techniques and proceduresadministeredby authorizedpersonnel under direct supervisionof a base station hospital or according to approved written protocols. "Basic Life Support"services shall mean emergency first aid and cardiopulmonary resuscitation procedures which,as a minimum, includes recognizing respiratoryand cardiac arrest and starting the proper application of cardiopulmonary resuscitation to maintain life without invasive techniques until the patient may be transported or until advanced life support is available. B.CONTRACTOR shall adhere to the following monthly standards of performance: 1)Metropolitan Response Area The Metropolitan Response Area is defined as that area within the corporate limits ofthe City of Selma asnowor hereafter amended plusan area within one(1)statutory mileof said corporatelimits, which is initiallydescribed in Exhibit"B", attached heretoand incorporated herein by this reference. a) For Priority 1and 2 responses to locations within the Metropolitan Response Area,CONTRACTOR shall arrive at scene within ten (10)minutes ofthe time alerted by COUNTY or called directly onat least ninety-five percent(95%)of such responses. b) For Priority 3 and 4 responses to locations within the Metropolitan Response Area,CONTRACTOR shall arrive at scene within twenty (20)minutes of the time alerted by COUNTY or called directly on at least ninety-five percent(95%)of such responses. 2)Rural Response Area The Rural Response Area is defined as that area beyond the Metropolitan Response Area limits,which is described in Exhibit "C",attached hereto and - 4 -COUNTY OF FRESNO Fresno,CA incorporated herein by this reference. a) For Priority 1 and 2 responses to locations within the Rural Response Area,CONTRACTOR shall arrive at scene within twenty (20)minutes of the time alerted by COUNTY or called directly on at least ninety-five percent (95%)of such responses. b) For Priority 3 and 4 responses to locations within the Rural Response Area,CONTRACTOR shall arrive at scene within thirty (30)minutes of the time alerted by COUNTY or called directly on at least ninety-five percent (95%)of such responses. 3)The required response times under this Agreement are measured from the time CONTRACTOR is alerted for a response to the time that CONTRACTOR arrives at scene. COUNTY provides CONTRACTOR with significant flexibility in CONTRACTOR'S methods of providing said services in order to achieve minimum results required under this Agreement.This is based upon CONTRACTOR'S commitment to perform to the response time standards required under this Agreement.Therefore,a deficiency or an error by CONTRACTOR in one or more phases of its operations (e.g.,vehicle deployment 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 computer aided dispatch (CAD) system consistent with the requirements herein. COUNTY and the EMS Agency recognizes that dispatch operations are not a responsibility or under the control of CONTRACTOR.COUNTY and the EMS Agency acknowledge that CONTRACTOR is not to be held responsible for delays that may occur due to dispatching, and the CONTRAC'fOR 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. The EMS Agency may grant exemptions from response time performance requirements stated herein,on case-by-case basis, for calls where weather conditions,multi-casualty 5 -COUNTY OF FRESNO Fresno,CA incidents, or other situations beyond the Contractor's control cause unavoidable delay. All such calls shall be individually examined by the EMS Agency as to system status plan and staffing levels, dispatch and in-service times, and other influencing factors (e.g., weather conditions), and if the circumstances warrant, the EMS Agency may authorize the exclusion of such calls when measuring performance requirements under Section 6.B.herein.Exclusion of a call under this paragraph means that a late call which has received approval for an appeal will not count as an on-time response. Therefore, it is excluded from the database for the purpose of fractile performance calculation (i.e., performance measured by fractions of a minute or hour). In order to be eligible for such exemption, the Contractor shall notify the EMS Agency within a reasonable amount of time of the occurrence.Equipment failure,personnel error, or lack of a nearby ambulance does not constitute grounds for exemption from response time performance requirements. a) Required response times are measured from the time CONTRACTOR is alerted for a response until a fully staffed and equipped emergency ambulanceunit arrives at the scene of the incident. 1)"Unit Alert" Shall be defined as the moment the COUNTY EMS Communications Center alerts CONTRACTOR'S emergency ambulance unit for a response. 2)"At Scene" Shall be defined as the moment when the assigned emergency ambulance unitis physically ator within one hundred (100)feet ofthe scene.In instances where the emergency ambulance unit responds toa location otherthanthe scene (e.g.,staging area), arrival "at scene"shall be the time such unit arrives at, or is within one hundred (100)feet of, the designated staging location. 3)Failure to Report "At Scene" In instances when emergency ambulance units fail to report "at scene,"the time of the next communications by those units with the COUNTY EMS Communications Center shall be used as the "at scene"time.However,CONTRACTOR may appeal 6 -COUNTY OF FRESNO Fresno,CA such instances when it can document the actual arrival time through another means (e.g., non- CONTRACTOR first responder communication recording and automatic vehicle locator). 4)Unit Cancelled Prior to Arrival "At Scene" Required response time standards do not apply to instances where CONTRACTOR is cancelled prior to arrival at scene. 4) Performance Indicators for Alerting and Initiating Response The following performance indicators shall be used to evaluate the timeliness of CONTRACTOR'S field operations (from time of unit alert to time "at scene") in response to requests thatrequirean immediate dispatch (Priorities 1and2) or an urgent dispatch (Priorities 3 and4). Such performance indicators are not usedas standards for enforcing CONTRACTOR'S compliance with required response time standards underthis Agreement.Rather, they are utilized asa means of determining whether CONTRACTOR meets the criteria for an exception to response time standards and for evaluating the need for more in-depth Quality Improvement review bythe EMS Agency and/or CONTRACTOR of CONTRACTOR'S services. Crew Response Phase (Priorities 1,2, 3 and 4) For requests for immediate responses (Priorities 1and2)and urgent responses (Priorities 3 and 4),the "Chute Time"isthe 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 beone hundred twenty (120)seconds or less.This performance indicator is a performance measurement of CONTRACTOR'S performance separate from anyother performance standard inthis Agreement. 5)CONTRACTOR shallat alltimesmaintainas a minimum,one(1) person who is certified and licensed asan Emergency Medical Technician Paramedic ("EMT-P")and one (1)person who is certified and licensed asan Emergency Medical Technician-I-A ("EMT-I-A"), as those terms are defined in the California Health and Safety Code and the California Code of Regulations,on the primary ambulance unit responding to emergency medical services calls. CONTRACTOR shall also provide one (1)back-up emergency ambulance,when available,staffed - 7 -COUNTY OF FRESNO Fresno,CA with a minimum of two (2)persons who are certified and licensed as EMT-I-As,or persons who are certified and licensed at a higher level. 6)CONTRACTOR shall make (and shall maintain for 180 days) a tape- recorded copy of all requests for medical aid through the designated public service answering point. 7)CONTRACTOR shall,consistent with COUNTY EMS Policies and Procedures,develop,collect,maintain and transmit to COUNTY data regarding its delivery of services hereunder. 8)CONTRACTOR shall notify the COUNTY EMS Communications Center immediately upon receipt of calls for medical aid and/or transportation,and attempt to forward medical 911 calls to the COUNTY EMS Communications Center to allow for telephone medical pre- arrival instructions. 9)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. 10)CONTRACTOR agrees to provide an internal quality improvement program,which adheres to the COUNTY EMS Policies and Procedures. 7.EQUIPMENT AND PERSONNEL CONTRACTOR shall furnish,operate,maintain and replace,as necessary,any and all items of equipment, apparatus and supplies, whether real, personal, or otherwise, and qualified personnel as may be necessary to fulfill its obligations under this Agreement. As between the COUNTY and 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 are and shall remain employees or contractors of the CONTRACTOR. 8.INDEPENDENT CONTRACTOR In order to establish that COUNTY is not a co-employer of CONTRACTOR'S officers, agents or employees, the Parties agree to the provisions of this Section 8. In performance of the work, duties, and obligations assumed by CONTRACTOR under this Agreement,it is mutually understoodand agreedthat CONTRACTOR,includingany and allof COUNTY OF FRESNO Fresno,CA CONTRACTOR'S officers,agents,employees,and independent contractors,will at all times be acting and performing as an independent contractor,and shall act in an independent capacity and not as an officer, agent, servant, employee,joint venturer, partner, or associate of the COUNTY, regardless of the nature and extent of the acts performed by them.COUNTY shall not assume any liability under any employer's liability law or any other law on account of any act of CONTRACTOR'S officers, agents,employees and independent contractors performing any activity in connection with this Agreement or traveling to or from hospital sites (as the case may be).COUNTY shall retain the right to administer this Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof.CONTRACTOR and COUNTY shall comply with all applicable provisionsof law andthe rules and regulations,if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor,CONTRACTOR shall have absolutely no right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits.In addition,CONTRACTOR shallbesolely responsible and save COUNTY harmless from all matters relating to payment of CONTRACTOR'S employees, including compliance withSocial Security,withholding,andall other regulations governing such matters. It is acknowledged that during the term of this Agreement,CONTRACTOR may be providing services to others unrelated to the COUNTY orto this Agreement. 9.CONSIDERATION A.COUNTY shall not be obligated to raise taxes, or to adopt or approve any tax measures to provide funds,inorderto compensate CONTRACTOR in connection withthis Agreement.COUNTY shall have no obligation to compensate CONTRACTOR for services performed under this Agreement otherthanas stated inthis Section 9. Theonly compensation payable by COUNTY to CONTRACTOR for CONTRACTOR'S performance of services under this Agreement is as follows: B. COUNTY shall provide both monetary and non-monetary compensation to CONTRACTOR for the satisfactory performance of its services as provided, herein. COUNTY OF FRESNO Fresno,CA 1)Monetary Compensation a)COUNTY shall pay to CONTRACTOR a monthly lump-payment of Two Thousand Two Hundred Fifty and No/100 Dollars ($2,250.00)for estimated dry runs and uncollectible charges.The foregoing compensation represents the Parties'best estimate of CONTRACTOR'S monthly dry runs and uncollected charges for services provided under this Agreement.The maximum monetary compensation payable under this Agreement,for each period from July 1st through June 30th of each year, shall not exceed Twenty Seven Thousand and No/100 Dollars ($27,000.00).Notwithstanding the provisions of this Section 9, the total maximum monetary- compensation payable under this Agreement shall not exceed Fifty Four Thousand and No/100 Dollars ($54,000.00). b) In consideration for such monetary compensation, CONTRACTOR shall completely,unconditionally and irrevocably assign all of its "uncollectible accounts"to COUNTY."Uncollectible accounts"shall be defined as those accounts receivable for authorized runs which CONTRACTOR has been unable to collect payment upon after they become past due or delinquent in accordance with CONTRACTOR'S customary and usual practices as set forth in COUNTY EMS Policy #205, and which accounts came into existence due to CONTRACTOR'S performance of this Agreement or as a result of CONTRACTOR'S rendering of emergency ambulance service, or both. The Parties agree that CONTRACTOR will follow the billings, collections, and account write-off practices and procedures outlined in COUNTY EMS Policy #205, for purposes of this Subsection 9.B.,of this Agreement. COUNTY shall have the discretion to pursue any and all collection efforts for the compromise and settlement of such accounts. COUNTY shall retain any and all revenues it receives on such accounts and shall have no obligation to pay to CONTRACTOR any portion of such revenues collected. 2)Non-Monetary Compensation The following are the forms of non-monetary compensation given by COUNTY to CONTRACTOR: a) The use of COUNTY communications infrastructure for EMS Med Channels,as provided herein. -10 -COUNTY OF FRESNO Fresno,CA b) For emergency ambulance units and disaster response vehicles approved by the EMS Agency,the provision,installation,and maintenance of the following communications equipment.In the event equipment is lost or destroyed,CONTRACTOR shall be responsible for replacement of such equipment.: i)One (1)UHF in-vehicle radio with front and rear control points; ii)One (1)UHF handheld radio; iii)Two (2)alpha-numeric pagers. C.COUNTY shall have no obligation to compensate CONTRACTOR for services under this Agreement other than as stated above. The Parties agree that the amounts stated above are inclusive of and fulfill any obligation COUNTY may have,if any,presently or at any time during each annual period (fiscal year)during the term of this Agreement,to compensate,reimburse,or otherwise pay CONTRACTOR for emergency medical services provided to medically-indigent persons. 10.AUDITING COUNTY shall have the right to review any and all books,accounts,financial and accounting records, bills and the like of CONTRACTOR relating to services provided under this Agreement.CONTRACTOR shall retain and make available for inspection by COUNTY for at least a three (3) year period from final payment under this Agreement,all of the documents and records described above. If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00), CONTRACTOR shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under contract (Government Code Section 8546.7). 11.INSURANCE Without limiting the COUNTY'S right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect the following insurance policies or a program of self-insurance, including but not limited to, an insurance poolingarrangementor Joint PowersAgreement(JPA) throughoutthe term of this Agreement: /// 11 -COUNTY OF FRESNO Fresno,CA A.Commercial General Liability Commercial General Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence and an annual aggregate of Two Million Dollars ($2,000,000.00). This policy shall be issued on a per occurrence basis. County may require specific coverageincludingcompletedoperations,product liability,contractual liability,Explosion-Collapse- Underground (XCU),fire legal liability or anyother liability insurance deemed necessary because of the nature of the contract. B.Automobile Liability ComprehensiveAutomobileLiabilityInsurancewith a combinedsingle limit of not less One Million Dollars ($1,000,000) per accident. Coverage should include owned and non-owned vehicles used in connection with this Agreement. C.Professional Liability Professional Liability Insurance (Errors and Omissions)with limits of not less thanOne MillionDollars ($1,000,000.00)per occurrence,Three Million Dollars ($3,000,000.00) annual aggregate. D.Worker's Compensation A policyof Worker's Compensation insurance as maybe required bythe California Labor Code. CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno,its officers,agents,and employees,individually and collectively,as additional insured,butonly insofar asthe operations under this Agreement are concerned.Such coverage for additional insured shall apply as primary insurance andany other insurance,or self-insurance,maintained by COUNTY,its officers,agentsand employees shall be excess only and not contributing with insurance provided under CONTRACTOR'S policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to COUNTY. Withinthirty (30)days fromthe date CONTRACTORsigns this Agreement. CONTRACTOR shall provide certificates of insurance and endorsement as stated above forallof the -12 -COUNTY OF FRESNO Fresno,CA foregoing policies, as required herein, to the County of Fresno,Department of Public Health, P.O. Box 11867.Fresno,CA 93775,Attn:Contracts Section -6lh Floor,stating that such insurance coverage have been obtained and are in full force;that the County of Fresno,its officers,agents and employees will not be responsible for any premiums on the policies;that such Commercial General Liability- insurance names the County of Fresno, its officers, agents and employees,individually and collectively,as additional insured, but only insofar as the operations under this Agreement are concerned;that such coverage for additional insured shall apply as primary insurance and any other insurance,or self-insurance,maintained by COUNTY,its officers,agents and employees,shall be excess only and not contributing with insurance provided under CONTRACTOR'S policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to COUNTY. In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the Stateof California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. The insurance requirements of this Section 11 shall apply to CONTRACTOR'S personnel duringtheir performanceof any activity which is the subject of this Agreement,or any amendment hereto, including, but not limited to, their participation in clinical education programsand prehospital experience while assigned to a separate paramedic ground ambulance provider. 12.MUTUAL INDEMNIFICATION A. CONTRACTOR agrees to protect, defend, indemnify and hold harmless COUNTY, its elective and appointive boards,officers,agents,employees,local EMS Agency,and EMS Medical Director(s),from any and all claims, suits, liabilities,expenses,costs, damages, andjudgments of any nature,including attorney fees andcourt costs,for injury to, anddeathof, any person,andfor injury to any property,including consequential damages ofany nature resulting therefrom,arising outof,or inany way connected withanyactsor omissions by,or on behalfof CONTRACTOR,its officers,employees,agents 13 -COUNTY OF FRESNO Fresno,CA or contractors (specifically including American Ambulance as further discussed in Section 18 ofthis Agreement)in performing or failing to perform any services or functions provided for or referred toor in any way connected with any work,services,or functions tobe performed by CONTRACTOR,its officers, employees,agents,or contractors (including American Ambulance)under this Agreement.The foregoing clause shall in no way obligate the CONTRACTOR to provide such protection,indemnification,or defense to the extent of acts or omissions by the COUNTY, its officers, employees, agents, or contractors. B. COUNTY agrees to protect, defend, indemnify and hold harmless CONTRACTOR,its elective and appointiveboards,officers, agents and employees fromany and all claims,suits,liabilities,expenses,costs,damages,andjudgmentsof any nature,including reasonable attorney's feesand court costs,for injuryto, and death of any persons, and for injuryto any property, including consequential damages of any nature resulting therefrom,arising out of,orin any way connected with the acts or omissions by, or on behalf of COUNTY, its officers, employees, agents or contractors in performing or failing to perform any services or functions provided for or referred toor in any way connected with any work,services,or functions to be performed by COUNTY,its officers, employees,agents or contractors under this Agreement.The foregoing clause shall in no way obligate the COUNTY to provide such protection,indemnification,or defense tothe extent of acts or omissions by the CONTRACTOR, its officers, employees, agents, or contractors. C. The aforesaidindemnityand hold harmlessclauses by CONTRACTORand COUNTY shall apply to all damages and claims for damages of every kind suffered,or alleged to have been suffered by the party tobe indemnified,including but not limited to attorney fees and court costs,by reason of the aforesaid operations of the indemnifying party,regardless of whether or not the insurance policies or Risk Management Authority Program or self-insurance of the indemnifying party- shall havebeen determined to be applicable to any such damages or claimsfor damages. 13.TERM OF AGREEMENT This Agreement shall become effective on the 1st day of July,2015,and shall terminate on the 30th day of June,2017.Upon the mutual written agreement of the Parties hereto,this Agreement maybe extended beyondthat date. /// 14 -COUNTY OF FRESNO Fresno,CA 14.TERMINATION OF AGREEMENT Either Party hereto may terminate this Agreement atany time without cause upon ninety (90)days written notice to the other Party.Prior to giving such notice,the terminating Party shall notify the other Party of its intention to terminate and shall allow the other Party an opportunity to appear before the COUNTY'S Board of Supervisors or CONTRACTOR'S City Council,as applicable, concerning such notice of termination. Thetermsofthis Agreement,andthe services to be provided thereunder,are contingent on the approval of funds by the COUNTY'S Board of Supervisors.Should sufficient funds not be allocated by COUNTY,the services provided may be modified,or this Agreement terminated at any time by COUNTY giving the CONTRACTOR thirty (30)days advance written notice. Either Party hereto may terminate this Agreement at any time for cause for the other Party's material breach of its obligations affecting the public health and safety if not less than ten (10) days advance,written notice has been given to the other Party and such breach remains uncured.The Party receiving said notice may respond to said notice and any charges contained therein within the ten (10) day period. Inthe event of termination,each Partyshall be responsiblefor complyingwithall laws applicable to them,if any,respecting reduction or termination of medical services. 15.FORCE MAJEURE A. IfeitherParty 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 the Party giving the notice,so far as they are affected by the Force Majeure,shall be suspended during,but no 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 ofthe occurrence ofan event of Force Majeure,the Party so excused shall promptly,diligently, and in good faith take all reasonable action required in order for it to be able to promptly commence or resume performance of its obligations under this Agreement.Without limiting the generality of the 15 -COUNTY OF FRESxNO Fresno,CA foregoing,the Party so excused from performance shall,during any such period of Force Majeure, take all reasonable action necessary to terminate any temporary restraining order or preliminary or permanent injunctions to enable ittoso commence or resume performance ofits obligations under this Agreement. C. The Partywhose performance is excused dueto the occurrence of aneventof Force Majeure shall,during such period,keep the other Party hereto notified ofall such actions required in order for ittobe able to commence or resume performance ofits obligations under this Agreement. D. "Force Majeure"is defined asanActof God,actofpublic enemy,war,and other extraordinary causes not reasonably within the control of either ofthe Parties hereto. 16.GOVERNING LAW Forthe purposes of venue,performance ofthis Agreement shallbein Fresno County, California.The rights and obligations of the Parties and all interpretation and performance of this Agreement shall be governed in all respects by the laws of the State of California. 17.ENTIRE AGREEMENT The Parties agree thatallofthe terms ofthis Agreement shall be binding upon them, and their successors-in-interest,assigns and legal representatives,andthat together these terms constitute the entire agreement of the Parties with respect tothe subject matter 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 of its provisions or conditions shall be valid unless in writing and signed by an authorized agent or officer of the Parties.This Agreement may not be assigned by CONTRACTOR or COUNTY without the written consent oftheother Party.CONTRACTOR shall not delegate,subcontract,assign,or transfer any ofits duties hereunder without the written consent ofthe COUNTY. 18.SUBCONTRACTORSFor the existing term of this Agreement, CONTRACTOR may subcontract with American Ambulance for provision of non-exclusive emergency medical services in Fresno County Ambulance Zone G.CONTRACTOR shall be responsible for such 16 -COUNTY OF FRESNO Fresno,CA subcontractor's performance,and CONTRACTOR shall remain the sole point of contact in the provision of services under this Agreement.CONTRACTOR shall continue to be responsible for all obligations,duties,requirements and performance standards under this agreement.CONTRACTOR assumes all risks of American Ambulance's performance of the agreement,and that CONTRACTOR will defend,indemnify,and hold County harmless,in accordance with Section 12 of the Agreement,from any and all claims,suits,liabilities,expenses,costs,damages and judgments of any nature,including attorney fees and court costs resulting from American Ambulance's performance.CONTRACTOR shall not subcontract with any subcontractors except for American Ambulance as indicated herein,without the prior written consent of the COUNTY. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// 17 -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. 3 4 5 6 7 8 9 10 11 COUNTY OF FRESNO: . SEIDEL, Clerk Board of Supervisors 12 Date: lo\ \LP~~ 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 APPROVED AS TO LEGAL FORM: :~IE!!&:Z::?UNSEL APPROVED AS TO ACCOUNTING FORM: VICKI CROW, CPA, AUDITOR-CONTROLLER/ TREASURER-TAX COLLECTOR By aoz~/ REVIEWED AND RECOMMENDED FOR APPROVAL: By: d)li/2# David Pomavill[,DirectOT Department of Public Health as the designated EMS Agency JW -18 - CITY OF SELMA: By:e4k u~ Nfayor Date: _______ _ By: HtrlfYfL ~ De~lerk Date: -------- APPROVED f).S T<V LEGAL FORM: SELMA CITY TTORNEY REVIEWED AND RECOMMENDED FOR APPROVAL: By:~k Mailing Address: 1710 Tucker Selma, CA 93662 Fund/Subclass: 000111 0000 Organization: 56201695 Account: 7295 COUNTY OF FRESNO Fresno, CA Exhibit A Fresno County Ambulance Service Area Zone G Description 1.Beginning atthe intersection of E.American Avenue and State Highway 99. 2.Proceed southalong State Highway 99to the intersection of State Highway 99and E. Adams Avenue. 3.Proceed westalongE.Adams Avenue to the intersection of E.Adams Avenue andS. Maple Avenue. 4.Proceed south along S.Maple Avenue to the intersection of S.Maple Avenue and E. South Avenue. 5.Proceed east along E.South Avenue to the intersection of E.South Avenue and S.East Avenue. 6.Proceed south along S.East Avenue to the intersection of S.East Avenue and E.Elkhorn Avenue. 7.Proceed east along E.Elkhorn Avenue to the intersection of E.Elkhorn Avenue and S. Clovis Avenue. 8.Proceed north alongS.Clovis Avenue to the intersection of E.Conejo Avenue. 9.Proceed east along E.Conejo Avenue tothe intersection of E.Conejo Avenue and S. McCall Avenue. 10.Proceed north along S.McCall Avenue to the intersection of S.McCall Avenue and E. Mt.View Avenue. 11.Proceed east along E.Mt.View Avenue to the intersection of E.Mt.View and S.Smith Avenue. 12.Proceed north along S.Smith Avenue tothe intersection ofS.Smith Avenue and E. Floral Avenue. 13.Proceed west along E.Floral Avenue to the intersection of E.Floral Avenue and S. Mendocino Avenue. 14.Proceed north along S.Mendocino Avenue to the intersection of S.Mendocino Avenue and E.Adams Avenue. 15.Proceed west along E.Adams Avenue to the intersection of E.Adams Avenue and S. McCall Avenue. 16.Proceed north along S.McCall Avenue to the intersection of S.McCall Avenue and E. American Avenue. 17.Proceed west along E. American Avenue to the point of origin. SR4t %CLOVIS >•'-«B'V.AWA INDIAN OLA INDIANOLA Exhibit A Fresno County Ambulance Response Area Zone G •S m -,^"w WILLOW WILLOV VILLA * MINNEWAWA CLOVIS HO 3 pSUNNYEIDE TEMPERANCE LOCAN DEWOLF FF A E MITCHELL THOMPSON •^=.5 DO CK VAN HORN %CBD *g duke T)3 ^<->;. O '- INDIANOLA rtiH31 m ACADEMY LTON MENDOCINO > i «I MARSHALL WADS EN ^ FETT NEWMAFI-? 1 J i'h 3 east Q RIVER BEND Rl''ERBEND O RIVERBEHD •D a ^~n SMTH ?<o m i i UGH X O •2 LACJAC Exhibit B Fresno County Ambulance Service Area Zone G MetropolitanResponseArea Description 1.Beginning at the intersection of E.Parlier Avenue and S.DeWolf Avenue. 2.Proceed south along S.DeWolf Avenue to the intersection of S.DeWolf Avenue and E. Manning Avenue. 3.Proceed west along E.Manning Avenue to the intersection of E.Manning Avenue and S. Temperance Avenue. 4.Proceed south along S.Temperance Avenue to the intersection of S.Temperance Avenue and E.Rose Avenue. 5.Proceed east along E.Rose Avenue to the intersection of E.Rose Avenue and S.DeWolf Avenue. 6.Proceed south along S.DeWolf Avenue to the intersection of S.DeWolf Avenue and E. Saginaw Avenue. 7.Proceed east along E.Saginaw Avenue to the intersection of E.Saginaw Avenue and the S.Leonard Avenue alignment. 8.Proceed south along the S.Leonard Avenue alignment to the intersection of S.Leonard Avenue alignment and E. Caruthers Avenue. 9.Proceed east along E.Caruthers Avenue to the intersection of E.Caruthers Avenue and S. McCall Avenue. 10.Proceed north along S.McCall Avenue to the intersection of S.McCall Avenue and E. Mt.View Avenue. 11.Proceed east along E.Mt.View Avenue to the intersection of E.Mt.View Avenue and S. Bethel Avenue. 12.Proceed north along S.Bethel Avenue to the intersection of S.Bethel Avenue and E. Manning Avenue. 13.Proceed west along E.Manning Avenue to the intersection of E.Manning Avenue and S. Del Rey Avenue. 14.Proceed north along S.Del Rey Avenue to the intersection of S.Del Rey Avenue and E. Parlier Avenue. 15.Proceed west along E. Parlier Avenue to the point of origin. < 1)C\3 1) >< OJ CO UJ 1ft <u r£ o O UJ a C/3 <u _o JO c Di X < o N >^>o a. o o SUMfjpf)A,*'.<?& MAPLE /y fi-> PARLIER cc 5 GOBLE MICHELLE N 4^KlTH o PARLIER ANNVu.z — •^>o o UJ 5 H O PARLIER P ARLIER D MANNING i.'LES *-- X KHAN NORTH VIEW TAMMY H]Q^ SON BLVD I CD 2 SARAH HORTHHILL UJ 5 &FIELD |* n_ DINUBA SPRIH BO 3FIELD a; LU D lIji HUNTSMAN NEL w LU LEWIS £ '^O LU a F.OSE LORAL h- u. X CO °-!',t-?,<<? FIG *,-,'Y>?^ PINE '0 ft 0 RORDEN a: CO < NEBRASKA. SAGINAW D < HERS r w VALLEY VIEW V1 SAX?IN AW 5 a: LU a. CAP.U , i u n •^ LY NEBRASKA CLEMENCEAU MOUNTAIN VIEW Legend Streets I |Zone G Metro Response Exhibit C FresnoCountyAmbulanceService Area Zone G Rural Response Area Description The Rural Response Area includes the area within the Fresno County Ambulance Service Area Zone G (Exhibit A),excluding the area identified as the Metropolitan Response Area (Exhibit B). u x P < o GO o C3 < a o __J o Cu <—< < o >>KS ^^!— i3 'V o U o CEN TRAL FR OHTAOE RD "^^ MALAGA MALAGA O- JEFFERSON COLEMAN CERIHI 5 BLANCHARD MUSCAT CENTRAL JEFFERSON a JEFFERSON ,5,«f GOBLE %"\WALTER MUSCAT CLEMEN :EAU z -.n X 0 it LU < u 0 Ci X •" _i TROUD LU < 0 0 MOIR O -,N0RTH o N LOW A 5 o' 2 z UJ 5 SOUTH at-yz<1 2 PARLIER * ui 1-S -2 o »SS-,x <f I*™1 i PINUE 1 HUNT iMAN ROSE NEBRASKA SAGINAW MOUNTAIN VIEW <S».CARUTHERS STROUD KAMM SOPHIA WINTER SIERRA 8 K-< 3 g KERN ^ SWAN SON Legend Streets |I Response Zone G ^H|Zone G Metro Response