HomeMy WebLinkAboutSanta Clara County - Emergency Medical Dispatch Services (2019)DocuSign Envelope ID: 9E22B776-90EE-45E9-BF77-DB490278F822
AGREEMENT BETWEEN THE COUNTY OF SANTA CLARA AND
THE CITY OF GILROY
FOR EMERGENCY MEDICAL DISPATCH AND TECHNICAL SERVICES
BACKGROUND
The City of Gilroy ("CITY") wishes to contract with a provider of emergency medical dispatch
("EMD") services for the provision of EMD and technical services on its behalf. This
Agreement between the County of Santa Clara ("COUNTY") and the CITY for Emergency
Medical Dispatch and technical services ("Agreement") outlines the terms and conditions by
which the County shall provide effective, timely and efficient services for the CITY.
THE AGREEMENT
Article 1. Nature of Services
1.1 Scope of Services
The service obligations of the parties are described in Exhibit A "Emergency Medical
Dispatch (EMD) Process, Procedural Requirements" and Exhibit B "Technical Services
Scope of Work", which are attached and incorporated into this Agreement.
Article 2. Compensation
2.1 Amount of Payment
The CITY shall compensate the COUNTY for the services provided under this
Agreement in accordance with the cost methodology set forth in Exhibit C "EMD
Compensation for Services" and Exhibit D "Technical Services Cost Recovery". The
costs set forth in Exhibits C and D are inclusive of all costs incurred in providing the
services and the COUNTY will not charge the CITY general overhead in accordance
with Government Code Section 51350, Article 3. Entitled County Contract Services.
2.2 Payment Terms
The CITY shall pay the COUNTY within thirty (30) days of receipt of quarterly billing
for services.
Article 3. Term and Termination
3.1 Term of Agreement
(a) This Agreement is effective for two (2) years beginning at 12:00 a.m., July 1, 2019
and ending at 11:59 p.m. on June 30, 2021 unless terminated earlier in accordance
with Section 3.2.
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(b) Exhibit A through D are living documents and may be updated as required during the
life of this Agreement.
3.2 Termination
(a) Termination for Cause
Either party may terminate this Agreement for cause upon written notice to the other
in accordance with Section 6.1. For purposes of this Agreement, cause includes, but
is not limited to, a material breach of this Agreement or a violation of any applicable
laws. Such notice will specify the reason for termination and will indicate the
effective date of the termination.
(b) Opportunity to Cure
(1) The non -breaching party will give written notice of a material breach to the
breaching party, specifying the breach.
(2) The breaching parry will not be deemed in default of this Agreement and the
nonbreaching party will not institute proceedings or exercise any remedies against
the breaching party unless the breach has not been cured, corrected or remedied
within:
(A) 15 days after notice of the breach is provided; or
(B) upon mutual agreement of the parties, within a longer period as may be
reasonably required to cure, correct or remedy the breach, provided the
breaching party has commenced to cure, correct or remedy the breach within
15 days after notice is provided and diligently and continuously pursues such
cure, correction or remedy.
(c) Termination for Convenience
Either party may terminate this Agreement without cause by giving the other party
ninety (90) days written notice.
(d) Compensation in the Event of Termination
In the event of termination, the COUNTY shall be entitled to compensation for
services performed prior to the effective date of the termination as provided herein.
Article 4. Liabilities and Indemnification
4.1 Mutual Indemnification
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In lieu of and notwithstanding the pro rata risk allocation which might otherwise be
imposed between the parties pursuant to Government Code Section 895.6, the parties
agree that all losses or liabilities incurred by a party shall not be shared pro rata but
instead the County and the City agree that pursuant to Government Code Section 895.4,
each of the parties hereto shall fully indemnify, defend with counsel acceptable to the
non -indemnifying party, whose approval shall not be unreasonably withheld, and hold
each of the other parties, their officers, board members, employees and agents, harmless
from any claim, expense or cost, damage or liability imposed for injury (as defined by
Government Code Section 810.8) occurring by reason of the negligent acts or omissions
or willful misconduct of the indemnifying party, its officers, board members, employees
or agents, under or in connection with or arising out of any work, authority or jurisdiction
delegated to such party under this Agreement. No party, nor any officer, board member,
employee or agent thereof shall be responsible for any damage or liability occurring
wholly by reason of the negligent acts or omissions or willful misconduct of the other
party hereto, its officers, board members, employees or agents, under or in connection
with or arising out of any work, authority or jurisdiction delegated to such other party
under this Agreement.
Article 5. Dispute Resolution
In the event of any dispute between the parties arising from or relating to this Agreement,
the parties will attempt to resolve the dispute initially by informal means. Upon the
request of either party, the contract administrators of each party will meet to discuss the
dispute, will exchange any information that they mutually agree is relevant to the issues
in dispute, and will use all reasonable efforts to resolve the dispute without the need for
further proceedings.
Article 6. Miscellaneous
6.1 Notice
All notices required by this Agreement will be deemed given when in writing and
delivered personally or deposited in the United States mail, postage prepaid, return
receipt requested, addressed to the other party at the address set forth below or at such
other address as the party may designate in writing:
To the CITY:
Attn: Fire Chief
City of Gilroy
7070 Chestnut Street
Gilroy, CA 95020
To the COUNTY:
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Attn: Communications Director
County of Santa Clara
Communications Department
2700 Carol Drive
San Jose, CA 95125
6.2 Compliance and Nondiscrimination
The parties will comply with all applicable Federal, State, and local laws and regulations.
Such laws include but are not limited to the following: Title VII of the Civil Rights Act
of 1964 as amended, the Americans with Disabilities Act of 1990, the Rehabilitation Act
of 1973 (Sections 503 and 504), the California Fair Employment and Housing Act
(Government Code sections 12900 et seq.), and California Labor Code sections 1101 and
1102. The parties will not discriminate against any subcontractor, employee, or applicant
for employment because of age, race, color, national origin, ancestry, religion,
sex/gender, sexual orientation, mental disability, physical disability, medical condition,
political beliefs, organizational affiliations, or marital status in the recruitment, selection
for training including apprenticeship, hiring, employment, utilization, promotion, layoff,
rates of pay or other forms of compensation. Nor will the parties discriminate in the
provision of services provided under this Agreement because of age, race, color, national
origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical
disability, medical condition, political beliefs, organizational affiliations, or marital
status.
6.3 Relationship of Parties; Independent Contractor
COUNTY will perform all work and services described in this Agreement as an
independent contractor and not as an officer, agent, servant or employee of CITY. None
of the provisions of this Agreement is intended to create, nor shall be deemed or
construed to create, any relationship between the parties other than that of independent
parties contracting with each other for purpose of effecting the provisions of this
Agreement. The parties are not and will not be construed to be in a relationship of joint
venture, partnership or employer -employee. Neither party has the authority to make any
statements, representations or commitments of any kind on behalf of the other party, or to
use the name of the other party in any publications or advertisements, except with the
written consent of the other party or as is explicitly provided in this Agreement.
6.4 Governing Law
This Agreement has been executed and delivered in, and will be construed and enforced
in accordance with, the laws of the State of California.
6.5 Assignment
M
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The parties may not assign this Agreement or the rights and obligations hereunder
without the specific written consent of the other.
6.6 Entire Agreement
This document represents the entire Agreement between the parties with respect to the
subject matter hereof. All prior negotiations and written and/or oral agreements between
the parties with respect to the subject matter of this Agreement are merged into this
Agreement. In particular the parties acknowledge and agree that upon the effective date
hereof, that certain agreement entitled "Agreement between the County of Santa Clara
and the City of Gilroy for Emergency Medical Dispatch Services" effective July 1, 2015,
is superseded by this Agreement and is terminated and of no further force or effect.
6.7 Amendments
This Agreement may only be amended by an instrument signed by the parties.
6.8 Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the same
instrument.
6.9 Severability
If any provision of this Agreement is found by a court of competent jurisdiction to be
void, invalid or unenforceable, the same will either be reformed to comply with
applicable law or stricken if not so conformable, so as not to affect the validity or
enforceability of this Agreement.
6.10 Waiver
No delay or failure to require performance of any provision of this Agreement shall
constitute a waiver of that provision as to that or any other instance. Any waiver granted
by a parry must be in writing and shall apply to the specific instance expressly stated.
6.11 Survival
All provisions of this Agreement allocating liability between the CITY and the
COUNTY, payment obligations, and the duty to defend, indemnify and hold harmless
shall survive the termination of this Agreement.
6.12 Integration and Order of Precedence
This Agreement, including all Exhibits, represents the entire and integrated contract
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between the CITY and the COUNTY and supersedes all prior negotiations,
representations, or agreements, either written or oral. In the event of a conflict between
the provisions of the main body of the Agreement and its Exhibits, the provisions of the
main body shall control. In the event of a conflict between Exhibits A-D, the provisions
of Exhibit A and C shall control.
6.13 Time of the Essence
The parties acknowledge that time is of the essence of this Agreement. Either party's
failure to complete any of the obligations outlined herein during the term of the
Agreement shall be deemed a breach of the Agreement.
6.14 Contract Execution
Unless otherwise prohibited by law or COUNTY policy, the parties agree that an
electronic copy of a signed contract, or an electronically signed contract, has the same
force and legal effect as a contract executed with an original ink signature. The term
"electronic copy of a signed contract" refers to a transmission by facsimile, electronic
mail, or other electronic means of a copy of an original signed contract in a portable
document format. The term "electronically signed contract" means a contract that is
executed by applying an electronic signature using technology approved by the County.
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IN WITNESS WHEREOF, the COUNTY and CITY have caused this Agreement to be
executed by their duly authorized representatives as of the day and year written above.
Signed:
COUNTY OF SANTA CLARA
DocuSigned by:
162EEB3861ADB4FB
44t,s4 T4&,:.&4 5/22/2019
by...
Theresa Therilus, DDOP Date
Approved as to Form and Legality:
DocuSigned by:
Nam
iNancy5Clark, lieputy County Counsel
Exhibits to this Agreement:
CITY OF GILROY
DocuSigned by:
CFOE69DD2E8944E...
GumIrliUL)ULUIVL, %,ley r-vuministrator
Attest:
��D++'�ocuSigned by:
Jllaw11Q.3r1GG1J, City Clerk
Approved as to Form:
IDocuSigned by:
Qvuj� rakr
4B98480E252C420...
Andy Faber, City Attorney
5/10/2019
Exhibit A - Emergency Medical Dispatch (EMD) Process, Procedural Requirements
Exhibit B - Technical Services Scope of Work
Exhibit C - EMD Compensation for Services
Exhibit D - Technical Services Cost Recovery
Date
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EXHBIT A
Emergencv Medical Dispatch Process & Procedural Requirements
To ensure the safe and efficient transfer of callers requiring Emergency Medical Dispatch
(EMD) services from Gilroy Communications to County Communications, Gilroy
Communications and County Communications agree to process 9-1-1 and seven -digit calls using
the following process and procedural requirements:
1. Gilroy Communications will use a "3-way" telephone call transfer process to route callers to
County Communications for EMD services. This process will:
o Use a "one -button" method to minimize transfer time;
o Result in Gilroy Communications Dispatchers:
• Using a scripted transfer statement prior to caller transfer; and
• Remaining on the line silently until the provision of an MPDS "Determinant" or until
call demand requires them to leave the call.
2. County Communications will provide Gilroy Communications with continuous (24 hours per
day, 7 days per week) EMD services using International Academy of Emergency Dispatch
(IAED) certified Emergency Medical Dispatchers. All dispatchers providing EMD services
will use the most current version of the Medical Priority Dispatch System as determined by
the IED.
3. County Communications will use IAED certified Emergency Medical Dispatch Quality
(EMD-Q) reviewers to score and calculate protocol compliance reports. The number and
method of cases for review will be in accordance with IAED Accreditation requirements.
4. County Communications agrees to participate in periodic "special case" reviews, in the event
they are requested by Gilroy Communications.
5. County Communications and Gilroy Communications agree that the determination "EMD Is
Unavailable" will occur following a "three-ring" wait time for EMD caller transfers to
County Communications for 9-1-1 or designated seven -digit number transfers.
6. County Communications and Gilroy Communications agree to work together to develop or
revise policies and procedures for the receipt and management of callers requiring EMD
services following written request by either agency.
7. County Communications will include Gilroy Communications and Gilroy Fire Department
personnel in quality improvement feedback processes and the Medical Dispatch Review
Committee used to maintain and improve EMD compliance to protocol.
County Communications will also provide quarterly protocol compliance reports reporting:
Percentage of cases that are High Compliance - Percentage of cases that are Compliant
Percentage of cases that are Partial Compliance - Percentage of case that are Low
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Compliance - Percentage of cases that are Non -Compliant
8. County Communication will maintain IAED ACE (Accredited Center of Excellence)
compliance levels, which are currently:
• Partial Compliance —10% or less of cases
• Low Compliance —10% or less of cases
• Non -Compliant — 7% or less of cases
9. County Communications will provide eight Field Responder Guides (FRG), or access codes
for an electronic app FRG to Gilroy Fire Department.
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EXHBIT B
COMMUNICATIONS TECHNICAL SERVICES SCOPE OF WORK
The City of Gilroy (CITY) two-way radio communications system (hereinafter "Radio System")
is currently comprised of. A single multiple site simulcast transmitter that is combined with a
voted receiver system and commonly referred to and identifiable as the South County TAC
channel (hereinafter "Simulcast System"), two single radio transmitter site radio systems, that are
also using utilize multiple site voted receiver technology, supporting mobile and portable
communications for public safety radio channels PD-1 and FD-1, a single site repeated radio
channel PD-2, communications support for simplex radio channels PD-3 and FD-2, and three
fire station ringdown alerting systems all in operation within the CITY.
The CITY has requested the County of Santa Clara Communications Department (COUNTY) to
provide professional engineering and technical support services as required to assist in the
design, licensing, procurement, implementation, maintenance, repair and future upgrades to the
Radio System, based on the Communications Department's proven performance, experience,
specially trained and competent workforce that will perform the special services as required by
this Agreement.
Under this Agreement, the COUNTY shall provide the CITY the following services:
Design and Procurement:
COUNTY will assist CITY with future Radio System design, upgrades and procurement
of equipment and services compatible with other similar radio systems currently
maintained and operated by the COUNTY.
The CITY is responsible for the cost of and contracting for system procurement. The
CITY will use COUNTY's competitively bid contracts for procurement of Radio System
goods and related services. The COUNTY will verify, in writing, that proposals from
vendors and suppliers are priced at COUNTY's current competitive pricing.
Examples of major components of the Radio System to be purchased under this
agreement include but are not limited to:
a. Digital -capable Simulcast VHF Radio Transmitters and Receivers
b. Antennas, Cables, Racks, and Grounding Equipment
c. DC Power Supply System
NOTE: Due to the age of the CITY's communications infrastructure, the COUNTY will
repair and maintain the equipment until parts are no longer supported by the
manufacturer.
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EXHIBIT C
EMD COMPENSATION FOR SERVICES
Emergency Medical Dispatching (EMD) Cost and Billing Methodologv
EMD costs will be estimated based on the most current budget cost information available for the
next fiscal year and will be established each year of the Agreement by March 31 to be effective
the following fiscal year beginning July 1. In the first quarter of the following fiscal year, actual
event county data will be used to make an adjustment to the previous year's cost. The increase
or decrease adjustment will not exceed 1 tier structure above or below the previously billed cost.
Total Santa Clara County Communications Department costs for providing dispatching services
are allocated to four service areas (law enforcement, medical, fire and local government), based
on the most recent three-year average number of events. Costs include direct expense and
indirect dispatch operations expense. Of the amount allocated to medical dispatching, 5% is
attributable to the County's EMD program cost and is apportioned between all agencies
receiving EMD services from the County, based on proportionate average event activity for the
past three years.
The table below shows seven tiers indicating different levels of event activity and associated
percentages for apportioning costs. Each tier includes a range for percentage and number of
events. Agency costs are calculated at the lowest percentage of the tier in which an agency's
event activity count falls. The tier table will be updated each fiscal year to reflect the previous 3
years of event count data.
.
Average Event Counts
FY 2016
— FY 2018
Tier
Percentage of
Number of Agency's
Total
Events
Events
1
0-3%
1-802
2
3.01
— 6%
803 —1605
3
6.01
— 9%
1606 — 2407
4
9.01
—12%
2408 — 3209
5
12.01
— 15%
3210 — 4012
6
15.01
—18%
4013 — 4814
7
18.01—
21%
4815 — 5616
EMD Program Cost for Fiscal Year 2020 (and Example Methodology for Outlying Years):
$442,510 FY 2019/20 Total EMD Cost (5% of Total Estimated Medical Dispatching Cost)
x 12.01 % City of Gilroy Share of EMD (3,313 events=12.39% of total 26,744 EMD events,
the percentage falls within Tier 5)
$53,145 City of Gilroy EMD Cost for FY 2019/20
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EXHIBIT D
COMMUNICATIONS TECHNICAL SERVICES COST RECOVERY
The City of Gilroy (CITY) shall compensate the County of Santa Clara Communications
Department (COUNTY) for goods and services provided in accordance with the payment terms,
conditions and rates set forth in this Exhibit (D).
County Communications' Technical services are billed on a time and materials basis as follows:
1. Quotations and Approval:
COUNTY shall prepare quotations and shall only perform major system installation
work, such as the proposed Radio System, and any future system enhancements
following CITY's written approval. Quotations will be based on a not -to -exceed amount,
with final charges being billed at actual costs, whichever is the lesser amount, barring any
unforeseen issues that must be addressed to complete the project. Any increase to the
original not -to -exceed amount, caused by unforeseen issues, must be agreed to in writing
by both parties.
2. System -wide Maintenance:
COUNTY will perform system -wide performance maintenance (PM) of the CITY's existing
(legacy) radio communication infrastructure system equipment and Microwave Network on
an annual (approximate 12-month interval) basis. PM work will include, but not be limited
to, alignment of the Simulcast (two-way radio) System, Microwave Network, and 48-volt DC
power plant infrastructure equipment. Fees for PM Service will be charged on a time and
material cost recovery basis with a maximum not -to -exceed cost recovery cap of 80 hours
annually. Any repair work identified during the PM will be additional and billed separately.
The CITY will pay the COUNTY for the field services and maintenance of dispatch consoles
that are connected to the Silicon Valley Regional Communications System (SVRCS). These
costs will be paid to COUNTY in lieu of a portion of the Operations and Maintenance bill
paid to the Silicon Valley Regional Interoperability Authority (SVRIA). The cost for this
service for FY 19/20 is $8,889.00 and $9,194.00 for FY20/21.
3. Enaineerina and Technical Support:
COUNTY shall provide CITY engineering and technician support as required to maintain
and repair CITY owned equipment as identified through this Agreement based on fiscal year
published rates. Regular hours are Monday -Friday from 7:00 a.m. through 3:30 p.m. Non -
business overtime for after -hour emergency call -out repair services shall be assessed from
3:31 p.m. to 6:59 a.m. on weekdays, and all day on weekends and holidays. All non -regular
business hour work will be billed at overtime (1.5 x regular hours) rates with a 4-hour
minimum charge of $696.00 for Technician support, if not contiguous with normal business
hours. If contiguous with normal business hours (i.e., work begins less than four hours prior
to normal business hours or work is initiated before close of normal business hours), then the
4-hour minimum charge does not apply, and only actual hours worked (regular/overtime)
will be billed to the CITY based on when the work is performed.
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Additional technical support includes the yearly CAL Fire code plug load programming and
aligning for the Fire Radio Operations Group (FROG). The cost for this service will be
charge at $75.00 per subscriber.
4. Communications Technical Services Rates:
The rates for engineering and technical support are updated each fiscal year. Effective
July 1, 2019, rates for Communications Technical Services for Fiscal Year 2020 are set
as follows:
Regular Hours After-hours Rate
o Technician Rate $129.00 $193.50
o Engineering Services $164.00 $246.00
o Network Engineering Services $139.00 $208.50
5. Billing for Services
The CITY will be billed by the COUNTY on a monthly basis. All billings will be
submitted to Fire and Police Departments:
The CITY:
Attn:
Gilroy Fire Department
7070 Chestnut Street
Gilroy, CA 95020
Attn:
Gilroy Police Department
7301 Hanna Street
Gilroy, CA 95020
Unless otherwise agreed to by both parties, all payments will be made to the COUNTY
within 30 calendar days of date invoiced to:
The COUNTY: Attn: Accounts Payable
County of Santa Clara
Communications Department
2700 Carol Drive
San Jose, CA 95125
Monthly billings will include the total amount billed for the month and year-to-date total,
and as documentation will provide all invoices for work requested and performed during
the billing period, including at minimum an itemized description of services provided by
the COUNTY (e.g., breakdown of all services rendered, hours worked and travel time by
service location, labor type, and a breakdown of all goods provided/billed by the County).
The COUNTY shall maintain documentation of all services requested by the CITY and
work performed by the COUNTY under this Agreement as detailed in "Exhibit C —
Technical Services Scope of Work and services provided by County Communications to
CITY. Documentation will include, but not be limited to, Radio System related
engineering designs, quotations, FCC licensing, installation, preventative maintenance,
and repair services.
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6. The CITY has the right to inspect COUNTY documentation upon request.
7. Billing questions may be directed to Rosario Portillo, Administrative Services Manager II
by telephone at (408) 977-3237 or by email at Rosario.Portilloa,911.scc2ov.or2