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HomeMy WebLinkAboutAgreement A-20-267 with American Ambulance Sanger.pdf2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Agreement No. 20-267 AGREEMENT THIS AGREEMENT is made and entered into this 1st day of __ J_u__,,ly;___ __ , 2020, by and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as "COUNTY," and K.W.P.H. ENTERPRISES, doing business as AMERICAN AMBULANCE, a California Corporation, whose address is 2911 East Tulare Street, Fresno, California 93721, hereinafter referred to as "CONTRACTOR." W I T N E S S E T H: . WHEREAS, COUNTY's Emergency Medical Services ("EMS") Communications Center is staffed and operated by CONTRACTOR through that certain Emergency Medical Services Provider Agreement for Emergency Ambulance Service and Advanced Life Support (Paramedic) Ambulance Service dated May 16, 2017 (COUNTY Agreement No. 17-218, the "EMS PROVIDER Agreement"), including amendments, by and between COUNTY and PROVIDER; and WHEREAS, the City of Sanger ("CITY") receives calls requesting both fire suppression services and EMS and transfers only EMS calls to COUNTY's EMS Communications Center for dispatching the appropriate emergency ambulances; and WHEREAS, CITY's FIRE Department ("FIRE") desires to receive dispatching services for fire suppression calls, which may include dispatching of non-transport first responder services, (collectively, "FIRE Dispatching Services") from COUNTY's EMS Communications Center; and WHEREAS, CONTRACTOR desires to provide dispatching services for CITY; and WHEREAS, since July 1, 2008, CONTRACTOR has provided dispatching services for CITY; and WHEREAS, it is to the mutual benefit .and in the best interest of the CITY and COUNTY, and the parties hereto, to combine EMS dispatching services and FIRE Dispatching Services for the purpose of providing improved services to the public; and WHEREAS, it is a goal of COUNTY and CITY to consolidate dispatching services in COUNTY OF FRESNO Fresno , California 2 COUNTY OF FRESNO Fresno, California Fresno County; and 1 WHEREAS, it has been determined by CITY and COUNTY that there is a need to 2 provide EMS dispatching services and FIRE Dispatching Services through a centralized and 3 combined effort by COUNTY’s EMS Communications Center and FIRE; and 4 WHEREAS, CITY and COUNTY intend to enter into an agreement which will continue 5 the provision of FIRE Dispatching Services by COUNTY (the “CITY-COUNTY Agreement”); 6 and 7 WHEREAS, CONTRACTOR is willing to facilitate the CITY-COUNTY Agreement by 8 entering into this Agreement. 9 NOW, THEREFORE, in consideration of their mutual covenants and conditions, the 10 parties hereto agree as follows: 11 1. SERVICES 12 A. Subject to CITY timely paying COUNTY for FIRE Dispatching Services 13 (as defined in Section 4.A. of the CITY-COUNTY Agreement) under the CITY-COUNTY 14 Agreement: 15 (1) COUNTY shall obtain and maintain dispatching equipment, 16 hardware, software (including software licenses), and other technologies, which will be utilized 17 for the triage and entry of information for FIRE Dispatching Services in COUNTY’s EMS 18 Communications Center computer aided dispatch (“CAD”) system, in connection with 19 CONTRACTOR’s performance of FIRE Dispatching Services under this Agreement; and 20 (2) COUNTY shall be responsible for selection, configuration, 21 installation, and maintenance of all dispatching equipment, hardware, software and other 22 technologies associated with this Agreement. All dispatching equipment, hardware, software 23 (including software licenses), and other technologies purchased and/or obtained through this 24 Agreement shall be the sole property of COUNTY. 25 (3) CONTRACTOR, shall provide FIRE Dispatching Services 26 requiring responses by FIRE apparatuses as follows: 27 (a) CONTRACTOR shall provide all FIRE Dispatching 28 3 COUNTY OF FRESNO Fresno, California Services in accordance with FIRE’s Policies and Procedures (“FIRE’s Policies and 1 Procedures”), which shall be approved by COUNTY’s EMS Director, or designee, (the 2 “COUNTY’s Representative”). 3 (b) CONTRACTOR shall dispatch FIRE’s apparatuses through 4 CITY’s radios and electronic communications, and in accordance with FIRE’s Policies and 5 Procedures approved by COUNTY’s Representative. 6 (c) CONTRACTOR shall provide pre-arrival instructions to 7 callers requesting fire suppression service responses in accordance with FIRE’s Policies and 8 Procedures approved by COUNTY’s Representative. 9 (d) CONTRACTOR shall provide inter-agency coordination 10 regarding requests for fire suppression service, mutual aid and instant aid services, and order 11 specialized fire equipment from CITY or other agencies (e.g., hazardous materials equipment, 12 or “jaws of life”) which may be needed to handle an incident, and perform other related duties 13 in accordance with FIRE’s Policies and Procedures approved by COUNTY’s Representative. 14 (e) CONTRACTOR shall track all activity of FIRE’s 15 apparatuses responses utilizing the COUNTY’s EMS Communications Center CAD system. 16 (f) COUNTY shall provide one (1) radio operator for 17 dispatching of FIRE’s apparatuses twenty-four (24) hours a day, seven (7) days a week. CITY 18 understands that the radio operator is not dedicated for the sole purpose of CITY and that the 19 radio operator may be dispatching other fire and EMS providers. 20 (g) CONTRACTOR shall provide that a minimum of one (1) 21 dispatch supervisor shall be on duty at COUNTY’s EMS Communications Center twenty-four 22 (24) hours a day, seven (7) days a week. The supervisor shall be available to CITY’s on-duty 23 fire administration as needed. 24 (h) CONTRACTOR shall maintain an up-to-date manual of 25 FIRE’s Policies and Procedures (approved by COUNTY’s Representative, as provided herein) 26 for all dispatch staff, and shall provide for training and continuing education of dispatch staff as 27 needed. 28 4 COUNTY OF FRESNO Fresno, California (j) The goal for the immediate dispatch of a fire apparatus, in 1 accordance with FIRE approved dispatch protocols, and excluding multiple unit responses, 2 reassigned responses and other situations beyond the COUNTY’s EMS Communications Center 3 control; shall be sixty (60) seconds. The dispatch time will be measured from the time the 4 telephone is answered by the call taker to the time the first fire apparatus is alerted to the incident 5 either by radio, telephone, pager, or station alerting device. A review shall occur for all cases in 6 which dispatches are over ninety (90) seconds and results will be evaluated for improvement 7 opportunities by the Fire Dispatch Continuous Quality Improvement (CQI) Committee. 8 It is understood, because of the dynamic nature of emergency services, there are 9 situations when the sixty (60) second dispatch goal may not be achieved. Examples of these 10 situations include, but are not limited to: 11 1. calls with incomplete, inaccurate or no ANI/ALI information (including 12 CAD-to-CAD). 13 2. Calls that do not geo-verify in the CAD. 14 3. Calls in which the reporting party is either unable or unwilling to 15 immediately provide all required information as part of the call taking 16 process (i.e., non-English speaking, hysterical, or uncooperative) or use 17 of the Teletype (TTY) or Telecommunication Device for the Deaf 18 (TDD) or audio relay device. 19 B. It is understood by the parties hereto that (i) CONTRACTOR’s provision 20 of FIRE Dispatching Services herein does not include any CONTRACTOR or COUNTY 21 provision of fire suppression services, (ii) all fire suppression services for all fire suppression 22 calls to be dispatched by CONTRACTOR are to be provided by CITY pursuant to the CITY-23 COUNTY Agreement, (iii) CONTRACTOR is providing FIRE Dispatching Services herein on 24 a non-exclusive basis, (iv) COUNTY’s compensation paid to CONTRACTOR for its 25 performance of FIRE Dispatching Services herein is for supplemental services that are in 26 addition to any other services that CONTRACTOR provides, and for which CONTRACTOR 27 acknowledges that CONTRACTOR is paid in accordance with the EMS PROVIDER 28 5 COUNTY OF FRESNO Fresno, California Agreement, and (v) CONTRACTOR shall first obtain COUNTY’s written permission to 1 provide any other dispatching services through the COUNTY’s EMS Communications Center. 2 Notwithstanding anything stated to the contrary herein, CONTRACTOR covenants, warrants, 3 and represents to COUNTY that (i) Any funds that COUNTY may pay to CONTRACTOR, or 4 that CONTRACTOR otherwise may collect from performing service in connection with the 5 EMS PROVIDER Agreement, including, but not limited to, COUNTY compensation and 6 CONTRACTOR’s fees and charges for services rendered to patients, shall not be diverted or 7 otherwise used, either directly or indirectly, by CONTRACTOR to subsidize CONTRACTOR’s 8 performance of this Agreement, and (ii) CONTRACTOR shall not directly or indirectly charge 9 any costs or expenses incurred in connection with the performance of this Agreement to any of 10 CONTRACTOR’s other operations for or approved by COUNTY, including but not limited to 11 CONTRACTOR’s operations in the COUNTY’s EMS Communications Center for COUNTY 12 under the EMS PROVIDER Agreement and/or for other COUNTY-approved agencies (e.g., 13 agencies that may be outside of Fresno County such as the County of Kings or cities or special 14 districts, if any, within Fresno County). 15 C. CONTRACTOR’s performance of FIRE Dispatching Services herein shall 16 enhance CONTRACTOR’s peak load capacity, disaster readiness and overall efficiency in 17 providing dispatching services in COUNTY’s EMS Communications Center, and shall not 18 detract from CONTRACTOR’s performance of its obligations under the EMS PROVIDER 19 Agreement, or any other agreement, if any, entered into or authorized by COUNTY. 20 D. COUNTY shall perform the following functions: 21 (1) COUNTY shall provide COUNTY-approved FIRE Policies and 22 Procedures to CONTRACTOR. 23 (2) COUNTY shall assure that all calls to CITY for EMS and fire 24 suppression services are immediately transferred to COUNTY’s EMS Communications Center. 25 (3) COUNTY agrees to provide for an internal quality improvement 26 program, which includes the participation of CONTRACTOR and FIRE. 27 2. TERM 28 6 COUNTY OF FRESNO Fresno, California A. This Agreement shall become effective on the 1st day of July, 2020 and 1 shall continue in full force and effect, and terminate on the 30th day of June, 2023 at 11:59 P.M., 2 unless sooner terminated as provided herein. 3 B. This Agreement may be renewed with approval of COUNTY and 4 CONTRACTOR through written amendment and modification of terms and conditions herein 5 set forth. 6 C. Notwithstanding anything stated to the contrary herein, this Agreement 7 shall automatically terminate on any earlier date that the CITY-COUNTY Agreement 8 terminates. 9 3. TERMINATION 10 A. Non-Allocation of Funds - The terms of this Agreement, and the services 11 to be provided hereunder, are contingent on the approval of funds by the appropriating 12 governmental agency, provided however, should sufficient funds not be allocated, (i) the 13 services provided may be modified at any time upon the parties’ mutual written agreement, or 14 (ii) this Agreement may be terminated at any time by the COUNTY giving at least sixty (60) 15 days’ advance written notice of an intention to terminate to the CONTRACTOR. 16 B. Without Cause - Under circumstances other than those set forth above, 17 this Agreement may be terminated by CONTRACTOR or COUNTY upon the giving of at least 18 sixty (60) days’ advance written notice of an intention to terminate to the other party. 19 C. Material Breach - Either party may terminate this Agreement at any time 20 for cause for the other party’s material breach of its obligations herein if not less than seven (7) 21 days advance written notice has been given to the other party and such breach remains uncured 22 within that seven (7) day period. The party receiving such notice may respond to said notice and 23 any charges contained therein within that seven (7) day period. A “Material Breach” by 24 CONTRACTOR, as that term is defined by and used in the EMS PROVIDER Agreement, also 25 shall be deemed to be a material breach by CONTRACTOR under this Agreement. Any notice 26 by COUNTY to CONTRACTOR of CONTRACTOR’s Material Breach under the EMS 27 Provider Agreement shall satisfy the requirement of COUNTY giving notice to CONTRACTOR 28 7 COUNTY OF FRESNO Fresno, California of a material breach under this Agreement without the necessity of such notice referring to 1 CONTRACTROR’s performance under this Agreement. 2 D. COUNTY shall compensate or provide funding to CONTRACTOR for 3 any services performed under this Agreement prior to any termination of this Agreement. 4 4. COMPENSATION FOR SERVICES 5 A. For CONTRACTOR’s performance of FIRE Dispatching Services herein, 6 COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive compensation 7 pursuant to Exhibit A, attached hereto and incorporated herein by this reference. In no event 8 shall compensation for COUNTY’s performance of FIRE Dispatching Services under this 9 Agreement be in excess of the amounts listed as follows: 10 (1) For the period of July 1, 2020 through June 30, 2021, the amount 11 of this Agreement shall not exceed Twelve Thousand Four Hundred Forty-Six and No/100 12 Dollars ($12,446.00). 13 (2) For the period of July 1, 2021 through June 30, 2022, the amount 14 of this Agreement shall not exceed Twelve Thousand Eight Hundred Nineteen and 00/100 15 Dollars ($12,819.00). 16 (3) For the period of July 1, 2019 through June 30, 2020, the amount 17 of this Agreement shall not exceed Thirteen Thousand Two Hundred Four and 00/100 Dollars 18 ($13,204.00). 19 B. COUNTY’s obligation to compensate CONTRACTOR herein is subject to 20 COUNTY receiving sufficient and timely payments of funds from CITY under the CITY-21 COUNTY Agreement. Subject to the foregoing sentence, COUNTY, promptly following 22 COUNTY’s receipt of such CITY funds, shall pay CONTRACTOR no later than the fifteenth 23 (15th) day of the month in which the services are provided by CONTRACTOR without the 24 necessity of CONTRACTOR submitting invoices to COUNTY. All payments shall be remitted 25 to CONTRACTOR at the following address: American Ambulance, 2911 East Tulare Street, 26 Fresno, CA 93721. 27 5. INDEPENDENT CONTRACTOR 28 8 COUNTY OF FRESNO Fresno, California A. In performance of the work, duties, and obligations assumed by 1 CONTRACTOR under this Agreement, it is mutually understood and agreed that 2 CONTRACTOR, including any and all of CONTRACTOR’s officers, agents, and employees 3 will at all times be acting and performing as an independent contractor, and shall act in an 4 independent capacity and not as an officer, agent, servant, employee, joint venture, partner, or 5 associate of COUNTY. Furthermore, COUNTY shall have no right to control or supervise or 6 direct the manner or method by which CONTRACTOR shall perform its work and function, 7 except for CONTRACTOR’s compliance with FIRE’s Policies and Procedures, herein. 8 However, COUNTY shall retain the right to administer this Agreement so as to verify that 9 CONTRACTOR is performing its obligations in accordance with the terms and conditions 10 thereof. CONTRACTOR and COUNTY shall comply with all applicable provisions of law and 11 the rules and regulations, if any, of governmental authorities having jurisdiction over matters 12 which are directly or indirectly the subject of this Agreement. 13 B. Because of its status as an independent contractor, CONTRACTOR shall 14 have absolutely no right to employment rights and benefits available to COUNTY employees. 15 CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its 16 employees all legally-required employee benefits. In addition, CONTRACTOR shall be solely 17 responsible and save COUNTY harmless from all matters relating to payment of 18 CONTRACTOR’s employees, including compliance with Social Security, withholding, and all 19 other regulations governing such matters. It is acknowledged that during the term of this 20 Agreement, CONTRACTOR may be providing services to others unrelated to COUNTY or to 21 this Agreement. 22 6. MODIFICATION 23 Any matters of this Agreement may be modified from time to time by the written 24 consent of all the parties hereto without, in any way, affecting the remainder. 25 7. HOLD-HARMLESS 26 A. CONTRACTOR agrees to indemnify, save, hold harmless, and at 27 COUNTY’s request, defend COUNTY and CITY, including their respective officers, agents, 28 9 COUNTY OF FRESNO Fresno, California and employees from any and all costs and expenses (including attorneys’ fees and costs), 1 damages, liabilities, claims, and losses occurring or resulting to COUNTY or CITY (as 2 applicable) in connection with the performance, or failure to perform, by CONTRACTOR, 3 including its officers, agents, or employees under this Agreement, and from any and all costs and 4 expenses (including attorneys’ fees and costs), damages, liabilities, claims, and losses occurring 5 or resulting to any person, firm, or corporation who may be injured or damaged by the 6 performance, or failure to perform, of CONTRACTOR, including its officers, agents, or 7 employees under this Agreement. 8 B. COUNTY agrees to indemnify, save, hold harmless, and at 9 CONTRACTOR’s request, defend CONTRACTOR, including its officers, agents, and 10 employees from any and all costs and expenses (including attorneys’ fees and costs), damages, 11 liabilities, claims, and losses occurring or resulting to CONTRACTOR in connection with the 12 performance, or failure to perform, by COUNTY or CITY, including their respective officers, 13 agents, or employees under this Agreement or under the CITY-COUNTY Agreement (as 14 applicable), and from any and all costs and expenses (including attorneys’ fees and costs), 15 damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation 16 who may be injured or damaged by the performance, or failure to perform, of COUNTY or 17 CITY, including their respective officers, agents, or employees under this Agreement or under 18 the CITY-COUNTY Agreement. 19 C. In the event of concurrent negligence on the part of CONTRACTOR or 20 any of its officers, agents or employees, and of COUNTY or CITY or any of their respective 21 officers, agents, or employees, the liability for any and all such claims, demands and actions in 22 law or equity for such costs and expenses (including attorneys’ fees and costs), damages, and 23 losses shall be apportioned under the State of California’s theory of comparative negligence as 24 presently established or as may be modified hereafter. 25 D. This Section 7 shall survive termination or expiration of this Agreement. 26 8. INSURANCE 27 10 COUNTY OF FRESNO Fresno, California CONTRACTOR shall obtain and maintain, at all times, insurance coverages, with 1 such policies, and in such amounts, as are provided in the EMS Provider Agreement. The 2 parties hereto agree that the provisions of the EMS Provider Agreement (including any future 3 amendments thereto) shall and will be incorporated herein by this reference, as though each and 4 every of such terms are set forth herein below. CONTRACTOR’s failure to maintain all such 5 insurance coverages shall be deemed to be a material breach of this Agreement. 6 9. CONFIDENTIALITY 7 All services performed by CONTRACTOR under this Agreement shall be in strict 8 conformance with all applicable Federal, State of California and/or local laws and regulations 9 relating to confidentiality. 10 10. NON-DISCRIMINATION 11 During the performance of this Agreement, CONTRACTOR shall not unlawfully 12 discriminate against any employee or applicant for employment, or recipient of services, 13 because of race, religion, color, national origin, ancestry, physical disability, medical condition, 14 marital status, age or gender, pursuant to all applicable State of California and Federal statutes 15 and regulations. 16 11. RECORDS 17 A. Each party shall maintain its books, accounts and records in connection 18 with the respective services referred to under this Agreement. CONTRACTOR’s books, 19 accounts and records of such services shall be kept separate and apart from CONTRACTOR’s 20 other books, accounts and records of services kept in connection with the EMS PROVIDER 21 Agreement, and any other agreement entered into or approved by COUNTY. All of such 22 CONTRACTOR’s books, accounts, and records shall be prepared and kept by CONTRACTOR 23 in an organized manner that facilitates an efficient review of the costs incurred and funds 24 received in order to give COUNTY a complete and clear understanding of the accounting 25 thereof. All of such CONTRACTOR’s books, accounts and records shall be subject to public 26 disclosure as provided in the EMS PROVIDER Agreement (including any future amendments 27 11 COUNTY OF FRESNO Fresno, California thereto), which shall and will be incorporated herein by this reference, as though each and ever y 1 of such terms are set forth herein below. 2 B. Each of the parties’ books, accounts and records must be maintained for a 3 minimum of three (3) years. Such books, accounts and records must also be maintained a 4 minimum of three (3) years after the termination of this Agreement. The party generating the 5 books, accounts and records shall maintain ownership thereof upon termination of this 6 Agreement. 7 12. AUDITS AND INSPECTIONS 8 A. Each party shall at any time during business hours, and as often as the 9 other party may deem necessary, make available to the other party for examination all of the 10 former party’s records and data with respect to the matters covered by this Agreement. Each 11 party shall, upon request by the other party, permit the other party to audit and inspect all such 12 records and data necessary to ensure the former party’s compliance with the terms of this 13 Agreement. 14 B. If this Agreement exceeds Ten Thousand and No/100 Dollars 15 ($10,000.00), CONTRACTOR shall be subject to the examination and audit of the State 16 Auditor for a period of three (3) years after final payment under contract (Government Code 17 Section 8546.7). 18 13. FORCE MAJEURE 19 A. If either party hereto is rendered unable, wholly or in part, by Force 20 Majeure to carry out its obligations under this Agreement, that party shall give to the other 21 party hereto prompt written notice of the Force Majeure with full particulars relating thereto. 22 Thereupon, the obligations of the party giving the notice, so far as they are affected by the 23 Force Majeure, shall be suspended during, but no longer than, the continuance of the Force 24 Majeure, except for a reasonable time thereafter required to resume performance. 25 B. During any period in which either party hereto is excused from 26 performance by reason of the occurrence of an event of Force Majeure, the party so excused 27 shall promptly, diligently, and in good faith take all reasonable action required in order for it to 28 12 COUNTY OF FRESNO Fresno, California be able to promptly commence or resume performance of its obligations under this Agreement. 1 Without limiting the generality of the foregoing, the party so excused from performance shall, 2 during any such period of Force Majeure, take all reasonable action necessary to terminate any 3 temporary restraining order or preliminary or permanent injunctions to enable it to so 4 commence or resume performance of its obligations under this Agreement. 5 C. The party whose performance is excused due to the occurrence of an 6 event of Force Majeure shall, during such period, keep the other party hereto notified of all 7 such actions required in order for it to be able to commence or resume performance of its 8 obligations under this Agreement. 9 D. “Force Majeure” is defined as an Act of God, act of public enemy, war, 10 and other extraordinary causes not reasonably within the control of either of the parties hereto. 11 14. NOTICES 12 A. The persons having authority to give and receive notices under this 13 Agreement and their addresses include the following: 14 COUNTY CONTRACTOR 15 Director, County of Fresno American Ambulance 16 Department of Public Health Attn: General Manager 17 P.O. Box 11867 2911 East Tulare Street 18 Fresno, CA 93775 Fresno, CA 93721 19 20 B. Any and all notices between COUNTY and CONTRACTOR provided for 21 or permitted under this Agreement or by law shall be in writing and shall be deemed duly served 22 when personally delivered to one of the parties hereto, or in lieu of such personal service, when 23 deposited in the United States Mail, postage prepaid, addressed to such party, except for notices 24 of termination, which are effective upon receipt. Notices under this Agreement are not 25 modifications to this Agreement. 26 15. GOVERNING LAW 27 A. The parties hereto agree, that for the purposes of venue, performance 28 13 COUNTY OF FRESNO Fresno, California under this Agreement is to be in Fresno County, California. 1 B. The rights and obligations of the parties hereto and all interpretation and 2 performance of this Agreement shall be governed in all respects by the laws of the State of 3 California. 4 16. SEVERABILITY 5 The provisions of this Agreement are severable. The invalidity or 6 unenforceability of any one provision in the Agreement shall not affect the other provisions. 7 17. ENTIRE AGREEMENT 8 This Agreement constitutes the entire agreement between COUNTY and 9 CONTRACTOR with respect to the subject matter hereof and supersedes all previous 10 agreement negotiations, proposals, commitments, writings, advertisements, publications, and 11 understandings of any nature whatsoever unless expressly included in this Agreement. 12 CONTRACTOR acknowledges that COUNTY detrimentally relies upon each and every of 13 CONTRACTOR’s covenants, warranties and representations made herein to COUNTY. This 14 Agreement may be executed in several counterparts by the parties hereto, in which case, all of 15 such executed duplicate counterpart originals thereof, taken together, shall be deemed to be one 16 and the same legal instrument. 17 18. NO THIRD PARTY BENEFICIARIES 18 Notwithstanding anything stated to the contrary in this Agreement, there shall not 19 be any intended third party beneficiaries to this Agreement. 20 19. Disclosure of Self-Dealing Transactions: 21 This provision is only applicable if Contractor is operating as a corporation (a for-profit 22 or non-profit corporation) or if during the term of this Agreement, Contractor changes its status 23 to operate as a corporation. 24 Members of Contractor’s Board of Directors shall disclose any self-dealing transactions 25 that they are a party to while Contractor is providing goods or performing services under this 26 Agreement. A self-dealing transaction shall mean a transaction to which Contractor is a party 27 and in which one or more of its directors has a material financial interest. Members of the Board 28 14 COUNTY OF FRESNO Fresno, California of Directors shall disclose any self-dealing transactions that they are a party to by completing 1 and signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit A and by 2 this reference incorporated herein, and submitting it to County prior to commencing with the 3 self-dealing transaction or immediately thereafter. 4 /// 5 /// 6 /// 7 /// 8 /// 9 /// 10 /// 11 /// 12 /// 13 /// 14 /// 15 /// 16 /// 17 /// 18 /// 19 /// 20 /// 21 /// 22 /// 23 /// 24 /// 25 /// 26 /// 27 /// 28 2 3 4 5 6 7 8 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first hereinabove written. 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 K.W.P.H. ENTERPRISES, dba AMERICAN A~BULANCE President, K.W.P.H. Enterprises Print Name: Todd R. Valeri /j I By /1:-h--) ,,/e Y L-----i ... Print Name: Erik S. Peterson Title: Corporate Secretary Chief Financial Officer or Corporate Secretary to K. W .P.H. Enterprises d.b.a. American Ambulance, a California Corporation Mailing Address: 2911 E. Tulare St. Fresno, CA 93 721 Fund/Subclass: Organization#: Account#: COUNTY OF FRESNO Fresno , California COUNTY OF FRESNO Bernice E. Seidel Clerk of the Board of Supervisors County of Fresno, State of California By: ~ ~s\r,Ofl Deputy 15 COUNTY OF FRESNO Fresno, California EXHIBIT A Payment Month Personnel Services 1 Jul 2020 $1,037.17 2 Aug 2020 $1,037.17 3 Sep 2020 $1,037.17 4 Oct 2020 $1,037.17 5 Nov 2020 $1,037.17 6 Dec 2020 $1,037.17 7 Jan 2021 $1,037.17 8 Feb 2021 $1,037.17 9 Mar 2021 $1,037.17 10 Apr 2021 $1,037.17 11 May 2021 $1,037.17 12 Jun 2021 $1,037.13 13 Jul 2021 $1,068.25 14 Aug 2021 $1,068.25 15 Sep 2021 $1,068.25 16 Oct 2021 $1,068.25 17 Nov 2021 $1,068.25 18 Dec 2021 $1,068.25 19 Jan 2022 $1,068.25 20 Feb 2022 $1,068.25 21 Mar 2022 $1,068.25 22 Apr 2022 $1,068.25 23 May 2022 $1,068.25 24 Jun 2022 $1,068.25 25 Jul 2022 $1,100.33 26 Aug 2022 $1,100.33 27 Sep 2022 $1,100.33 28 Oct 2022 $1,100.33 29 Nov 2022 $1,100.33 30 Dec 2022 $1,100.33 31 Jan 2023 $1,100.33 32 Feb 2023 $1,100.33 33 Mar 2023 $1,100.33 34 Apr 2023 $1,100.33 35 May 2023 $1,100.33 36 Jun 2023 $1,100.37 COUNTY OF FRESNO Fresno, California EXHIBIT B SELF-DEALING TRANSACTION DISCLOSURE FORM In order to conduct business with the County of Fresno (hereinafter referred to as “County”), members of a contractor’s board of directors (hereinafter referred to as “County Contractor”), must disclose any self-dealing transactions that they are a party to while providing goods, performing services, or both for the County. A self -dealing transaction is defined below: “A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest” The definition above will be utilized for purposes of completing this disclosure form. INSTRUCTIONS (1) Enter board member’s name, job title (if applicable), and date this disclosure is being made. (2) Enter the board member’s company/agency name and address. (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a minimum, include a description of the following: a. The name of the agency/company with which the corporation has the transaction; and b. The nature of the material financial interest in the C orporation’s transaction that the board member has. (4) Describe in detail why the self -dealing transaction is appropriate based on applicable provisions of the Corporations Code. (5) Form must be signed by the board member that is involved in the self -dealing transaction described in Sections (3) and (4). COUNTY OF FRESNO Fresno, California (1) Company Board Member Information: Name: Date: Job Title: (2) Company/Agency Name and Address: (3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to): (4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a): (5) Authorized Signature Signature: Date: