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Agreement No. 20-269
AGREEMENT
THIS AGREEMENT is made and entered into this 1st day of __ Ju_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"), by and between COUNTY and PROVIDER; and
WHEREAS, the City of Kingsburg ("CITY") receives calls requesting both fire
suppression services and EMS and transfers these calls to COUNTY's EMS Communications
Center for dispatching the appropriate emergency vehicles; and
WHEREAS, CITY' s FIRE Department ("FIRE") desires to receive dispatching services
for fire suppression calls, which may include dispatching of non-transport first responder
services, (collectively, "FIRE Dispatching Services") from COUNTY's EMS Communications
Center; and
WHEREAS, CONTRACTOR desires to provide dispatching services for CITY; and
WHEREAS, it is to the mutual benefit and in the best interest of the CITY and
COUNTY, and the parties hereto, to combine EMS dispatching services and FIRE Dispatching
Services for the purpose of providing improved services to the public; and
WHEREAS, it is a goal of COUNTY and CITY to consolidate dispatching services in
Fresno County; and
WHEREAS, it has been determined by CITY and COUNTY that there is a need to
provide EMS dispatching services and FIRE Dispatching Services through a centralized and
combined effort by COUNTY's EMS Communications Center and FIRE; and
COUNTY OF FRESNO
Fresno , California
2 COUNTY OF FRESNO
Fresno, California
WHEREAS, CITY and COUNTY intend to enter into an agreement which will continue 1
the provision of FIRE Dispatching Services by COUNTY (the “CITY-COUNTY Agreement”); 2
and 3
WHEREAS, CONTRACTOR is willing to facilitate the CITY-COUNTY Agreement by 4
entering into this Agreement. 5
NOW, THEREFORE, in consideration of their mutual covenants and conditions, the 6
parties hereto agree as follows: 7
1. SERVICES 8
A. Subject to CITY timely paying COUNTY for FIRE Dispatching Services 9
(defined in Section 4.A. of the CITY-COUNTY Agreement) under the CITY-COUNTY 10
Agreement: 11
(1) COUNTY shall obtain and maintain dispatching equipment, 12
hardware, software (including software licenses), and other technologies, which will be utilized 13
for the triage and entry of information for FIRE Dispatching Services in COUNTY’s EMS 14
Communications Center computer aided dispatch (“CAD”) system, in connection with 15
CONTRACTOR’s performance of FIRE Dispatching Services under this Agreement; and 16
(2) COUNTY shall be responsible for selection, configuration, 17
installation, and maintenance of all dispatching equipment, hardware, software and other 18
technologies associated with this Agreement. All dispatching equipment, hardware, software 19
(including software licenses), and other technologies purchased and/or obtained through this 20
Agreement shall be the sole property of COUNTY. 21
(3) CONTRACTOR, shall provide FIRE Dispatching Services 22
requiring responses by FIRE apparatuses as follows: 23
(a) CONTRACTOR shall provide all FIRE Dispatching 24
Services in accordance with FIRE’s Policies and Procedures (“FIRE’s Policies and 25
Procedures”), which shall be approved by COUNTY’s EMS Director, or his or her designee 26
(the “COUNTY’s Representative”). 27
(b) CONTRACTOR shall dispatch FIRE’s apparatuses through 28
3 COUNTY OF FRESNO
Fresno, California
CITY’s radios and electronic communications, and in accordance with FIRE’s Policies and 1
Procedures approved by COUNTY’s Representative. 2
(c) CONTRACTOR shall provide pre-arrival instructions to 3
callers requesting fire suppression service responses in accordance with FIRE’s Policies and 4
Procedures approved by COUNTY’s Representative. 5
(d) CONTRACTOR shall provide inter-agency coordination 6
regarding requests for fire suppression service, mutual aid and instant aid services, and order 7
specialized fire equipment from CITY or other agencies (e.g., hazardous materials equipment, 8
or “jaws of life”) which may be needed to handle an incident, and perform other related duties 9
in accordance with FIRE’s Policies and Procedures approved by COUNTY’s Representative. 10
(e) CONTRACTOR shall track all activity of FIRE’s 11
apparatuses responses utilizing the COUNTY’s EMS Communications Center CAD system. 12
(f) COUNTY shall provide one (1) radio operator for 13
dispatching of FIRE’S apparatuses twenty-four (24) hours a day, seven (7) days a week. CITY 14
understands that the radio operator is not dedicated for the sole purpose of CITY and that the 15
radio operator may be dispatching other fire and EMS providers. 16
(g) CONTRACTOR shall provide that a minimum of one (1) 17
dispatch supervisor shall be on duty at COUNTY’s EMS Communications Center twenty-four 18
(24) hours a day, seven (7) days a week. The supervisor shall be available to CITY’s on-duty 19
fire administration as needed. 20
(h) CONTRACTOR shall maintain an up-to-date manual of 21
FIRE’s Policies and Procedures (approved by COUNTY’s Representative, as provided herein) 22
for all dispatch staff, and shall provide for training and continuing education of dispatch staff as 23
needed. 24
(j) The goal for the immediate dispatch of a fire apparatus, in 25
accordance with FIRE approved dispatch protocols, and excluding multiple unit responses, 26
reassigned responses and other situations beyond the COUNTY’s EMS Communications Center 27
control; shall be sixty (60) seconds. The dispatch time will be measured from the time the telephone 28
4 COUNTY OF FRESNO
Fresno, California
is answered by the call taker to the time the first fire apparatus is alerted to the incident either by 1
radio, telephone, pager, or station alerting device. A review shall occur for all cases in which 2
dispatches are over ninety (90) seconds and results will be evaluated for improvement opportunities 3
by the Fire Dispatch Continuous Quality Improvement (CQI) Committee. 4
It is understood that because of the dynamic nature of emergency services, there are 5
situations when the sixty (60) second dispatch goal may not be achieved. Examples of these 6
situations include, but are not limited to: 7
1. calls with incomplete, inaccurate or no ANI/ALI 8
information (including CAD-to-CAD). 9
2. calls that do not geo-verify in the CAD. 10
3. calls in which the reporting party is either unable or 11
unwilling to immediately provide all required information as part of the call taking process (i.e., 12
non-English speaking, hysterical, or uncooperative) or use of Teletype (TTY) or 13
Telecommunication Device for the Deaf (TDD) or audio relay device. 14
Calls for service that meet one of the above exemption 15
categories shall have a dispatch time of no more than ninety (90) seconds in a minimum of ninety-16
five percent (95%) of calls received each month. 17
B. It is understood by the parties hereto that (i) CONTRACTOR’s provision 18
of FIRE Dispatching Services herein does not include any CONTRACTOR or COUNTY 19
provision of fire suppression services, (ii) all fire suppression services for all fire suppression 20
calls to be dispatched by CONTRACTOR are to be provided by CITY pursuant to the CITY-21
COUNTY Agreement, (iii) CONTRACTOR is providing FIRE Dispatching Services herein on 22
a non-exclusive basis, (iv) COUNTY’s compensation paid to CONTRACTOR for its 23
performance of FIRE Dispatching Services herein is for supplemental services that are in 24
addition to any other services that CONTRACTOR provides, and for which CONTRACTOR 25
acknowledges that CONTRACTOR is paid in accordance with the EMS PROVIDER 26
Agreement, and (v) CONTRACTOR shall first obtain COUNTY’s written permission to 27
provide any other dispatching services through the COUNTY’s EMS Communications Center. 28
5 COUNTY OF FRESNO
Fresno, California
Notwithstanding anything stated to the contrary herein, CONTRACTOR covenants, warrants, 1
and represents to COUNTY that (i) Any funds that COUNTY may pay to CONTRACTOR, or 2
that CONTRACTOR otherwise may collect from performing service in connection with the 3
EMS PROVIDER Agreement, including, but not limited to, COUNTY compensation and 4
CONTRACTOR’s fees and charges for services rendered to patients, shall not be diverted or 5
otherwise used, either directly or indirectly, by CONTRACTOR to subsidize CONTRACTOR’s 6
performance of this Agreement, and (ii) CONTRACTOR shall not directly or indirectly charge 7
any costs or expenses incurred in connection with the performance of this Agreement to any of 8
CONTRACTOR’s other operations for or approved by COUNTY, including but not limited to 9
CONTRACTOR’s operations in the COUNTY’s EMS Communications Center for COUNTY 10
under the EMS PROVIDER Agreement and/or for other COUNTY-approved agencies (e.g., 11
agencies that may be outside of Fresno County such as the County of Kings or cities or special 12
districts, if any, within Fresno County). 13
C. CONTRACTOR’s performance of FIRE Dispatching Services herein shall 14
enhance CONTRACTOR’s peak load capacity, disaster readiness and overall efficiency in 15
providing dispatching services in COUNTY’s EMS Communications Center, and shall not 16
detract from CONTRACTOR’s performance of its obligations under the EMS PROVIDER 17
Agreement, or any other agreement, if any, entered into or authorized by COUNTY. 18
D. COUNTY shall perform the following functions: 19
(1) COUNTY shall provide COUNTY-approved FIRE Policies and 20
Procedures to CONTRACTOR. 21
(2) COUNTY shall assure that all calls to CITY for EMS and fire 22
suppression services are immediately transferred to COUNTY’s EMS Communications Center. 23
(3) COUNTY agrees to provide for an internal quality improvement 24
program, which includes the participation of CONTRACTOR and FIRE. 25
2. TERM 26
This Agreement shall become effective on the 1st day of July, 2020 and terminate 27
on the 30th day of June, 2023, unless sooner terminated as provided herein. 28
6 COUNTY OF FRESNO
Fresno, California
Notwithstanding anything stated to the contrary herein, this Agreement shall 1
automatically terminate on any earlier date that the CITY-COUNTY Agreement terminates. 2
3. TERMINATION 3
A. Non-Allocation of Funds - The terms of this Agreement, and the services 4
to be provided hereunder, are contingent on the approval of funds by the appropriating 5
governmental agency, provided however, should sufficient funds not be allocated, (i) the 6
services provided may be modified at any time upon the parties’ mutual written agreement, or 7
(ii) this Agreement may be terminated at any time by the COUNTY giving at least sixty (60) 8
days’ advance written notice of an intention to terminate to the CONTRACTOR. 9
B. Without Cause - Under circumstances other than those set forth above, 10
this Agreement may be terminated by CONTRACTOR or COUNTY upon the giving of at least 11
sixty (60) days’ advance written notice of an intention to terminate to the other party. 12
C. Material Breach - Either party may terminate this Agreement at any time 13
for cause for the other party’s material breach of its obligations herein if not less than seven (7) 14
days’ advance, written notice has been given to the other party and such breach remains uncured 15
within that seven (7) day period. The party receiving such notice may respond to said notice and 16
any charges contained therein within that seven (7) day period. A “Material Breach” by 17
CONTRACTOR, as that term is defined by and used in the EMS PROVIDER Agreement, also 18
shall be deemed to be a material breach by CONTRACTOR under this Agreement. Any notice 19
by COUNTY to CONTRACTOR of CONTRACTOR’s Material Breach under the EMS 20
Provider Agreement shall satisfy the requirement of COUNTY giving notice to CONTRACTOR 21
of a material breach under this Agreement without the necessity of such notice referring to 22
CONTRACTROR’s performance under this Agreement. 23
D. COUNTY shall compensate or provide funding to CONTRACTOR for 24
any services performed under this Agreement prior to any termination of this Agreement. 25
4. COMPENSATION FOR SERVICES 26
A. For CONTRACTOR’S performance of FIRE Dispatching Services herein, 27
COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive compensation 28
7 COUNTY OF FRESNO
Fresno, California
pursuant to Exhibit A, attached hereto and incorporated herein by this reference. In no event 1
shall compensation for COUNTY’S performance of FIRE Dispatching Services under this 2
Agreement be in excess of the amounts listed as follows: 3
(1) For the period of July 1, 2020 through June 30, 2021, the amount 4
of this Agreement shall not exceed Seven Thousand Three Hundred Three and 00/100 Dollars 5
($7,303.00) 6
(2) For the period of July 1, 2021 through June 30, 2022, the amount 7
of this Agreement shall not exceed Seven Thousand Five Hundred Twenty Two and 00/100 8
Dollars ($7,522.00). 9
(3) For the period of July 1, 2022 through June 30, 2023, the amount 10
of this Agreement shall not exceed Seven Thousand Seven Hundred Forty-Eight and 00/100 11
Dollars ($7,748.00). 12
B. COUNTY’s obligation to compensate CONTRACTOR herein is subject to 13
COUNTY receiving sufficient and timely payments of funds from CITY under the CITY-14
COUNTY Agreement. Subject to the foregoing sentence, COUNTY, promptly following 15
COUNTY’s receipt of such CITY funds, shall pay CONTRACTOR no later than the fifteenth 16
(15th) day of the month in which the services are provided by CONTRACTOR without the 17
necessity of CONTRACTOR submitting invoices to COUNTY. All payments shall be remitted 18
to CONTRACTOR at the following address: American Ambulance, 2911 East Tulare Street, 19
Fresno, CA 93721. 20
5. INDEPENDENT CONTRACTOR 21
A. In performance of the work, duties, and obligations assumed by 22
CONTRACTOR under this Agreement, it is mutually understood and agreed that 23
CONTRACTOR, including any and all of CONTRACTOR’s officers, agents, and employees 24
will at all times be acting and performing as an independent contractor, and shall act in an 25
independent capacity and not as an officer, agent, servant, employee, joint venture, partner, or 26
associate of COUNTY. Furthermore, COUNTY shall have no right to control or supervise or 27
direct the manner or method by which CONTRACTOR shall perform its work and function, 28
8 COUNTY OF FRESNO
Fresno, California
except for CONTRACTOR’s compliance with FIRE’s Policies and Procedures, herein. 1
However, COUNTY shall retain the right to administer this Agreement so as to verify that 2
CONTRACTOR is performing its obligations in accordance with the terms and conditions 3
thereof. CONTRACTOR and COUNTY shall comply with all applicable provisions of law and 4
the rules and regulations, if any, of governmental authorities having jurisdiction over matters 5
which are directly or indirectly the subject of this Agreement. 6
B. Because of its status as an independent contractor, CONTRACTOR shall 7
have absolutely no right to employment rights and benefits available to COUNTY employees. 8
CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its 9
employees all legally-required employee benefits. In addition, CONTRACTOR shall be solely 10
responsible and save COUNTY harmless from all matters relating to payment of 11
CONTRACTOR’s employees, including compliance with Social Security, withholding, and all 12
other regulations governing such matters. It is acknowledged that during the term of this 13
Agreement, CONTRACTOR may be providing services to others unrelated to COUNTY or to 14
this Agreement. 15
6. MODIFICATION 16
Any matters of this Agreement may be modified from time to time by the written 17
consent of all the parties hereto without, in any way, affecting the remainder. 18
7. HOLD-HARMLESS 19
A. CONTRACTOR agrees to indemnify, save, hold harmless, and at 20
COUNTY’s request, defend COUNTY and CITY, including their respective officers, agents, 21
and employees from any and all costs and expenses (including attorneys’ fees and costs), 22
damages, liabilities, claims, and losses occurring or resulting to COUNTY or CITY (as 23
applicable) in connection with the performance, or failure to perform, by CONTRACTOR, 24
including its officers, agents, or employees under this Agreement, and from any and all costs and 25
expenses (including attorneys’ fees and costs), damages, liabilities, claims, and losses occurring 26
or resulting to any person, firm, or corporation who may be injured or damaged by the 27
9 COUNTY OF FRESNO
Fresno, California
performance, or failure to perform, of CONTRACTOR, including its officers, agents, or 1
employees under this Agreement. 2
B. COUNTY agrees to indemnify, save, hold harmless, and at 3
CONTRACTOR’s request, defend CONTRACTOR, including its officers, agents, and 4
employees from any and all costs and expenses (including attorneys’ fees and costs), damages, 5
liabilities, claims, and losses occurring or resulting to CONTRACTOR in connection with the 6
performance, or failure to perform, by COUNTY or CITY, including their respective officers, 7
agents, or employees under this Agreement or under the CITY-COUNTY Agreement (as 8
applicable), and from any and all costs and expenses (including attorneys’ fees and costs), 9
damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation 10
who may be injured or damaged by the performance, or failure to perform, of COUNTY or 11
CITY, including their respective officers, agents, or employees under this Agreement or under 12
the CITY-COUNTY Agreement. 13
C. In the event of concurrent negligence on the part of CONTRACTOR or 14
any of its officers, agents or employees, and of COUNTY or CITY or any of their respective 15
officers, agents, or employees, the liability for any and all such claims, demands and actions in 16
law or equity for such costs and expenses (including attorneys’ fees and costs), damages, and 17
losses shall be apportioned under the State of California’s theory of comparative negligence as 18
presently established or as may be modified hereafter. 19
D. This Section 7 shall survive termination or expiration of this Agreement. 20
8. INSURANCE 21
CONTRACTOR shall obtain and maintain, at all times, insurance coverages, with 22
such policies, and in such amounts, as are provided in the EMS Provider Agreement. The 23
parties hereto agree that the provisions of the EMS Provider Agreement (including any future 24
amendments thereto) shall and will be incorporated herein by this reference, as though each and 25
every of such terms are set forth herein below. CONTRACTOR’s failure to maintain all such 26
insurance coverages shall be deemed to be a material breach of this Agreement. 27
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10 COUNTY OF FRESNO
Fresno, California
1
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9. CONFIDENTIALITY 3
All services performed by CONTRACTOR under this Agreement shall be in strict 4
conformance with all applicable Federal, State of California and/or local laws and regulations 5
relating to confidentiality. 6
10. NON-DISCRIMINATION 7
During the performance of this Agreement, CONTRACTOR shall not unlawfully 8
discriminate against any employee or applicant for employment, or recipient of services, 9
because of race, religious creed, color, national origin, ancestry, physical disability, mental 10
disability, medical condition, genetic information, marital status, sex, gender, gender identity, 11
gender expression, age or sexual orientation, pursuant to all applicable State of California and 12
Federal statutes and regulations. 13
11. DISCLOSURE OF SELF-DEALING TRANSACTIONS 14
This provision is only applicable if the CONTRACTOR is operating as a 15
corporation (a for-profit or non-profit corporation) or if during the term of this agreement, the 16
CONTRACTOR changes its status to operate as a corporation. 17
Members of the CONTRACTOR’s Board of Directors shall disclose any 18
self-dealing transactions that they are a party to while CONTRACTOR is providing goods or 19
performing services under this agreement. A self-dealing transaction shall mean a transaction to 20
which the CONTRACTOR is a party and in which one or more of its directors has a material 21
financial interest. Members of the Board of Directors shall disclose any self-dealing transactions 22
that they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form, 23
attached hereto as Exhibit B and incorporated herein by reference, and submitting it to the 24
COUNTY prior to commencing with the self-dealing transaction or immediately thereafter. 25
12. RECORDS 26
A. Each party shall maintain its books, accounts and records in connection 27
with the respective services referred to under this Agreement. CONTRACTOR’s books, 28
11 COUNTY OF FRESNO
Fresno, California
accounts and records of such services shall be kept separate and apart from CONTRACTOR’s 1
other books, accounts and records of services kept in connection with the EMS PROVIDER 2
Agreement, and any other agreement entered into or approved by COUNTY. All of such 3
CONTRACTOR’s books, accounts, and records shall be prepared and kept by CONTRACTOR 4
in an organized manner that facilitates an efficient review of the costs incurred and funds 5
received in order to give COUNTY a complete and clear understanding of the accounting 6
thereof. All of such CONTRACTOR’s books, accounts and records shall be subject to public 7
disclosure as provided in the EMS PROVIDER Agreement (including any future amendments 8
thereto), which shall and will be incorporated herein by this reference, as though each and every 9
of such terms are set forth herein below. 10
B. Each of the parties’ books, accounts and records must be maintained for a 11
minimum of three (3) years. Such books, accounts and records must also be maintained a 12
minimum of three (3) years after the termination of this Agreement. The party generating the 13
books, accounts and records shall maintain ownership thereof upon termination of this 14
Agreement. 15
13. AUDITS AND INSPECTIONS 16
A. Each party shall at any time during business hours, and as often as the 17
other party may deem necessary, make available to the other party for examination all of the 18
former party’s records and data with respect to the matters covered by this Agreement. Each 19
party shall, upon request by the other party, permit the other party to audit and inspect all such 20
records and data necessary to ensure the former party’s compliance with the terms of this 21
Agreement. 22
B. If this Agreement exceeds Ten Thousand and No/100 Dollars 23
($10,000.00), CONTRACTOR shall be subject to the examination and audit of the State 24
Auditor for a period of three (3) years after final payment under contract (Government Code 25
Section 8546.7). 26
14. FORCE MAJEURE 27
A. If either party hereto is rendered unable, wholly or in part, by Force 28
12 COUNTY OF FRESNO
Fresno, California
Majeure to carry out its obligations under this Agreement, that party shall give to the other 1
party hereto prompt written notice of the Force Majeure with full particulars relating thereto. 2
Thereupon, the obligations of the party giving the notice, so far as they are affected by the 3
Force Majeure, shall be suspended during, but no longer than, the continuance of the Force 4
Majeure, except for a reasonable time thereafter required to resume performance. 5
B. During any period in which either party hereto is excused from 6
performance by reason of the occurrence of an event of Force Majeure, the party so excused 7
shall promptly, diligently, and in good faith take all reasonable action required in order for it to 8
be able to promptly commence or resume performance of its obligations under this Agreement. 9
Without limiting the generality of the foregoing, the party so excused from performance shall, 10
during any such period of Force Majeure, take all reasonable action necessary to terminate any 11
temporary restraining order or preliminary or permanent injunctions to enable it to so 12
commence or resume performance of its obligations under this Agreement. 13
C. The party whose performance is excused due to the occurrence of an 14
event of Force Majeure shall, during such period, keep the other party hereto notified of all 15
such actions required in order for it to be able to commence or resume performance of its 16
obligations under this Agreement. 17
D. “Force Majeure” is defined as an Act of God, act of public enemy, war, 18
and other extraordinary causes not reasonably within the control of either of the parties hereto. 19
15. NOTICES 20
A. The persons having authority to give and receive notices under this 21
Agreement and their addresses include the following: 22
COUNTY CONTRACTOR 23
Director, County of Fresno American Ambulance 24
Department of Public Health Attn: General Manager 25
P.O. Box 11867 2911 East Tulare Street 26
Fresno, CA 93775 Fresno, CA 93721 27
28
B. Any and all notices between COUNTY and CONTRACTOR provided for 29
or permitted under this Agreement or by law shall be in writing and shall be deemed duly served 30
13 COUNTY OF FRESNO
Fresno, California
when personally delivered to one of the parties hereto, or in lieu of such personal service, when 1
deposited in the United States Mail, postage prepaid, addressed to such party, except for notices 2
of termination, which are effective upon receipt. Notices under this Agreement are not 3
modifications to this Agreement. 4
16. GOVERNING LAW 5
A. The parties hereto agree, that for the purposes of venue, performance 6
under this Agreement is to be in Fresno County, California. 7
B. The rights and obligations of the parties hereto and all interpretation and 8
performance of this Agreement shall be governed in all respects by the laws of the State of 9
California. 10
17. SEVERABILITY 11
The provisions of this Agreement are severable. The invalidity or 12
unenforceability of any one provision in the Agreement shall not affect the other provisions. 13
18. ENTIRE AGREEMENT 14
This Agreement constitutes the entire agreement between COUNTY and 15
CONTRACTOR with respect to the subject matter hereof and supersedes all previous 16
agreement negotiations, proposals, commitments, writings, advertisements, publications, and 17
understandings of any nature whatsoever unless expressly included in this Agreement. 18
CONTRACTOR acknowledges that COUNTY detrimentally relies upon each and every of 19
CONTRACTOR’s covenants, warranties and representations made herein to COUNTY. This 20
Agreement may be executed in several counterparts by the parties hereto, in which case, all of 21
such executed duplicate counterpart originals thereof, taken together, shall be deemed to be one 22
and the same legal instrument. 23
19. NO THIRD PARTY BENEFICIARIES 24
Notwithstanding anything stated to the contrary in this Agreement, there shall not 25
be any intended third party beneficiaries to this Agreement. 26
/// 27
/// 28
IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day
2 and year first hereinabove written.
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K.W.P.H. ENTERPRISES, dba
AMERICAN
President, K.W.P.H. Enterprises
Print Name: Todd R. Valeri
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#:
0001/10000
56201693
7295
COUNTY O F FRESNO
Fres no, Califo rni a
14
COUNTY OF FRESNO
Ernest Buddy Mendes , C
Supervisors of the County of Fresno
ATTEST:
Bernice E . Seidel
Clerk of the Board of Supervisors of the
County of Fresno
By: St.ASA-cl'\ ~~Pi)
Deputy
COUNTY OF FRESNO
Fresno, California
EXHIBIT A
Quarter Dates of Service Payment
Amount
Payment
Due Date
1 July 1, 2020 to September 30, 2020 $1,825.75 15-Oct-20
2 October 1, 2020 to December 31,
2020 $1,825.75 15-Jan-21
3 January 2021 to March 31, 2021 $1,825.75 15-Apr-21
4 April 1, 2021 to June 30, 2021 $1,825.75 15-Jul-21
5 July 1, 2021 to September 30, 2021 $1,880.50 15-Oct-21
6 October 1, 2021 to December 31,
2021 $1,880.50 15-Jan-22
7 January 1, 2022 to March 31, 2022 $1,880.50 15-Apr-22
8 April 1, 2022 to June 30, 2022 $1,880.50 15-Jul-22
9 July 1, 2022 to September 30, 2022 $1,937.00 15-Oct-22
10 October 1, 2022 to December 31,
2022 $1,937.00 15-Jan-23
11 January 1, 2023 to March 31, 2023 $1,937.00 15-Apr-23
12 April 1, 2023 to June 30, 2023 $1,937.00 15-Jul-23
COUNTY OF FRESNO
Fresno, California
EXHIBIT B
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”), members of a
contractor’s board of directors (hereinafter referred to as “County Contractor”), must disclose any self-dealing
transactions that they are a party to while 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 Corporation’s transaction that the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the
Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing transaction described in
Sections (3) and (4).
COUNTY OF FRESNO
Fresno, California
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self -dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
(5) Authorized Signature
Signature: Date:
I I