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AGREEMENT FOR FIRE PROTECTION
AND EMERGENCY SERVICES
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THIS AGREEMENT FOR FIRE ROTECTION/�AND EMERGENCY SERVICES (this
��J" %reernent") is made thisay o€ 20 !9 , to be effective on
2019, by and between CityOF F ESNO, a charter city and municipal
poration ("City"), and the NORTH CENTRAL FIRE PROTECTION DISTRICT, a
California fire protection district, organized and operated pursuant to the Fire Protection
District Law of 1987, Health and Safety Code section 13800, et seq. ("District"). City and
District are sometimes referred to herein collectively as the "Parties" or individually as a
arty.
RECITALS
A. District currently is a California special district formed under the Fire
Protection District Act of 1987 to provide fire protection services within its territorial
boundaries. District receives general purpose ad valorem property tax and other revenues
calculated based on the taxable value of the real property within such territory.
B. District's territorial limits include the City of Kerman and incorporated areas
within the County of Fresno, including areas immediately adjacent to the City.
C. District and City executed a previous service agreement, dated
December 20, 2006, as amended, wherein City agreed to provide certain fire protection
and emergency services to District within the District's service area (the "2006
Agreement'). This Agreement is intended to, and shall, fully replace, cancel, and
supersede the 2006 Agreement.
D. District desires to obtain and the City desires to provide full fire suppression
in certain unincorporated areas in the northeastern region of the District (referred to as
the "NC Metro Area"). The NC Metro Area is identified on the map included in Exhibit A,
attached hereto, and incorporated herein by this reference. District also desires to obtain
and City desires to provide dispatching services during the first two years of this
Agreement for the entire District's service area.
E. Concurrently with this Agreement, the Parties shall execute an Automatic
Aid Agreement, a copy of which is attached hereto as Exhibit B and incorporated herein
by this reference (the "Auto Aid Agreement") for an area along the Highway 99 corridor
and the NC Metro Area. Pursuant to Paragraph 5 below, the Auto Aid Agreement shall
remain in full force and effect during the term of this Agreement and until which time both
parties modify the Auto Aid Agreement or map included in Exhibit B.
F. NOW THEREFORE, considering the foregoing recitals, which are
incorporated into this Agreement, and for other valuable consideration, the sufficiency of
which the Parties acknowledge, the Parties agree as follows:
1. Term. The term of this Agreement shall be three years, beginning on
the July 1, 2019 (the "Service Effective Date" and ending on the 30th day of June 2022,
subject to the provisions of Paragraph 8 (the "Term"). During the Term, the Parties shall
make reasonable efforts, but not be obligated, to renegotiate this Agreement. All
renegotiation efforts, if any, shall occur no less than one-year prior to the expiration of the
2275839v I/18148 0004 1
Term to ensure that the Parties each have sufficient time to complete a transition of
Services, as defined in Section 2 below.
2. Scope and Level of Services. Beginning on the Service Effective
Date, City shall provide primary and full fire suppression to District in the NC Metro Area
consistent with the services City provides within City's boundaries and consistent with the
terms of this Agreement (collectively, the "Services"). In providing the Services, City shall
diligently maintain and provide continuous and uninterrupted fire suppression services-
24 hours per day, 7 days per week—with a standard of care that shall at least be
consistent with the City's existing fire suppression standards. The Services shall include,
but not be limited to, the following activities:
a. Provide full alarm (for purposes of this Agreement, "full alarm"
is defined as (three engines and one truck for a residential fire and three
engines and two trucks for a commercial fire) fire assignment to the NC
Metro Area (see Exhibit B).
b. Perform fire hydrant inspections and maintenance in NC
Metro Area (see Exhibit B, in accordance with applicable service level
objectives.
C. Provide the District with adequate incident reports, service
records, including fire service records of activities as may be required by
the Insurance Services Office and the California State Fire Marshal, NFIRS,
and financial records, as may be required by the District Board of Directors.
d. Participate in other aid agreements and mutual aid with fire
protection providers, as City deems necessary/appropriate, for the NC
Metro Area. Any request for assistance outside the NC Metro Area or any
other area not otherwise identified herein shall be considered a mutual aid
request and will go through the Fresno Operation Area request system.
e. Conduct itself in a safe and professional manner.
f. Participate in District's emergency management planning
through the Fire Chief or designee.
g. Provide District access to the Computer Aided Dispatch
(CAD) server to ensure monthly call summary and other reports for the
Services are tracked, and incident reports are completed with the Districts
FDID #10040 to allow the District to file reports with the National Fire
Incident Reporting System .
3. Dispatching Services. In addition to the Services described in
Paragraph 2, all of which shall be provided in the NC Metro Area, City shall provide District
with dispatch services covering the District's boundaries during the first two years of this
agreement.
4. Services Subject to Condition. City shall use City's vehicles,
equipment, apparatus, and sufficient personnel to operate the vehicles, equipment, and
apparatus used to provide the Services. City's obligation to provide the Services shall be
subject to the condition that reasonably sufficient vehicles, equipment, apparatus, and
2275839vl/18148.0004 2
personnel shall remain within City to assure adequate fire protection and emergency
services to City. Under this condition, if the demands of District exceed the Services which
City can provide, City agrees to the use of third-party mutual aid agreements sufficient to
meet the existing Service levels and to supplement City's vehicles, equipment, apparatus,
and personnel.
5. Auto Aid Agreement. The Auto Aid Agreement shall remain in full
force and effect for the Term of this Agreement, and, in the event either Party breaches
or terminates the Auto Aid Agreement, this Agreement may be terminated by the other
Party pursuant to the conditions of Paragraph 9 herein with the notice provided for herein.
6. Compensation. District shall pay City, in two equal annual installment
payments in the months of June and December, on the 1st day of the respective month,
of each calendar year for the Term of the Agreement, beginning on June 1, 2019, as
follows:
• First Year of Agreement: $1,003,735 annually
• Second Year of Agreement: $1,035,102 annually
• Third Year of Agreement: $1,066,468 annually
The payments shall be made into a specially designated fund to be used only for the
payment of the costs of Services provided by City to District pursuant to this Agreement,
subject to the receipt of District tax revenue payments from the County of Fresno.
7. Insurance. Each Party shall be responsible for providing insurance
policies or self- insurance programs to fund liabilities on the facilities and equipment it
owns. Evidence of Insurance, Certificates of Insurance or other similar documentation
shall not be required of either Party under this Agreement. If the District does not receive
tax revenue payments from the County of Fresno, the City may terminate this Agreement
as set forth in Section 9. However, if tax revenue payments to the District are delayed,
the District shall provide notice to the City of such delay, which shall identify the District's
best reasonable estimate as to when it will make the installment payment to the City.
8. Hold Harmless.
a. To the fullest extent allowed by law, City shall indemnify, hold
harmless and defend District and each of its officers, officials, employees,
agents, and volunteers from any and all loss, liability, fines, penalties,
forfeitures, costs, and damages (whether in contract, tort, or strict liability,
including but not limited to personal injury, death at any time, and property
damage) incurred by District, City, or any other person, and from any and
all claims, demands, and actions in law or equity (including attorneys' fees
and litigation expenses), arising, or alleged to arise, directly or indirectly,
from the negligent or intentional acts or omissions of City or any of its
officers, officials, employees, agents, or volunteers in the performance of
this Agreement.
b. To the fullest extent allowed by law, District shall indemnify,
hold harmless and defend City and each of its officers, officials, employees,
agents, and volunteers from any and all loss, liability, fines, penalties,
22758390/18148.0004 3
forfeitures, costs, and damages (whether in contract, tort, or strict liability,
including but not limited to personal injury, death at any time, and property
damage) incurred by City, District, or any other person, and from any and
all claims, demands, and actions in law or equity (including attorneys' fees
and litigation expenses), arising or alleged to arise, directly or indirectly,
from the negligent or intentional acts or omissions of District or any of its
officers, officials employees, agents, or volunteers in the performance of
this Agreement.
C. In the event of concurrent negligence on the part of City or
any of its officers, officials, employees, agents, or volunteers, on the one
hand, and District or any of its officers, officials, employees, agents, or
volunteers, on the other hand, the liability for any and all such claims,
demands, and actions in law or equity for such losses, fines, penalties,
forfeitures, costs, and damages shall be apportioned between the Parties
under the State of California's theory of comparative negligence as
presently established or as may be modified hereafter.
d. This Paragraph 8 shall survive termination or expiration of this
Agreement.
9. Termination. This Agreement shall be effective for the duration of the
Term and shall remain in full force and effect for the entirety thereof unless terminated by
the earlier of: (i) termination by mutual written agreement of the Parties; (ii) termination
by a non-breaching Party for the nonperformance of the other Party not cured following
60 days' written notice thereof; or (iii) on nine months' written notice by District, if, during
the Term, the revenue streams of District are limited for reasons beyond its control and
if, as a result, District is unable to pay the City the Base Annual Fee. The termination of
this Agreement shall not impact the enforceability of any other agreements between the
Parties.
10. Discrimination. The Parties agree not to discriminate on the basis of
race, color, ancestry, national origin, religion, creed, age, disability (mental and physical),
sex, gender(including pregnancy, childbirth, breastfeeding or related medical conditions),
sexual orientation, gender identity, gender expression, medical condition, genetic
information, marital status, military, and veteran status in the performance of this
Agreement.
11. Waiver of Breach. A waiver of any breach of any provision of this
Agreement by either Party shall not operate as a waiver of any subsequent breach of the
same of any other provision of this Agreement.
12. Applicable Laws. At all times during the Term, City and District shall
comply with all applicable laws, ordinances, rules, and regulations of the United States of
America, the State of California, including all agencies and subdivisions thereof.
13. Dispute Resolution. The Parties desire, if possible, to resolve
disputes, controversies, and claims ("Disputes") arising out of this Agreement without
litigation. To that end, at the written request of a Party, each Party shall appoint a
knowledgeable, responsible management representative to meet and negotiate in good
2275839vl/18148.0004 4
faith to resolve any Dispute arising under this Agreement. The Parties intend that these
negotiations be conducted by non-lawyer, business representatives. The discussions
shall be left to the discretion of the representatives.
a. If the negotiations do not resolve the Dispute within 60 days
of the initial written request, the Dispute may be submitted to non-binding
mediation with a mediator chosen by mutual agreement of the Parties.
b. Each Party shall bear its own cost of these dispute resolution
procedures. The Parties shall equally share the fees of the mediation and
the mediator.
14. Notice. All notices, reports, or demands required to be given in
writing under this Agreement shall be deemed to be given when delivered personally to
the person designated below, or his successor, or when five days have elapsed after it is
deposited in the United States mail in a sealed envelope, with registered or certified mail postage
prepaid, or on the next addressed business day if sent by express mail or overnight air courier to
the Party to which the notice is being given, as follows:
For City For District
Fire Chief 15850 West Kearney Boulevard
450 "M" Street Kerman, California 93630
Fresno, California 93721
Copy to: Copy to:
City Manager Kenneth J. Price
City of Fresno Baker Manock & Jensen, PC 2600
Fresno Street, Room 2064 5260 N. Palm Avenue, Suite 421
Fresno, California 93721-3601 Fresno, California 93704
Such addresses may be changed by either Party upon written notice to the other Party
given as provided in this Paragraph.
15. Captions. Paragraph captions and headings in this Agreement are
for convenience and reference purposes only and shall not affect in any way the meaning
or interpretation of this Agreement.
16. Legal Advice. Each Party is represented and bears the costs of its
own legal advice.
17. Precedence of Documents. In the event of any conflict between this
Agreement and any exhibit or attachment hereto, the terms and conditions of this
Agreement shall control and take precedence over the terms and conditions expressed
within the exhibit or attachment. Furthermore, any terms or conditions contained within
any exhibit or attachment hereto which purport to modify the allocation of risk between
the Parties, provided for within the body of this Agreement, shall be null and void.
18. Third-Party Beneficiaries/Independent Ca acit . This Agreement
shall not be assigned and shall not be construed or deemed to be an agreement for the
benefit of any third- party or parties, and no third-party or parties shall have any right of
action hereunder for any cause whatsoever. The Parties are acting in an independent
capacity in pursuit of this Agreement.
22758390/181480004 5
19. No Partnership. Nothing in this Agreement will be deemed to create
a partnership, joint venture or similar relationship between City and District, and City does
not have any power to bind District. City shall act as an independent contractor in the
performance of its duties hereunder.
20. Attorneys' Fees. If either Party is required to commence any
proceeding or legal action to enforce or interpret any term, covenant, or condition of this
Agreement, the prevailing Party in such proceeding or action shall be entitled to recover
from the other Party its reasonable attorney's fees and legal expenses in addition to other
relief to which the Party may be entitled.
21. Farce Majeure. If either Party is prevented from or delayed in
complying, either totally or in part, with any of the terms or conditions of this Agreement,
excluding any obligation to make payments hereunder, by reason of strike, walkout,
lockout, or other labor trouble or shortage not caused by or within the control of either
Party, any law, order, proclamation, regulation, ordinance, or requirement of a
governmental authority other than the Parties, riot, civil commotion, war, rebellion, or act
of God beyond the reasonable control and without the fault of the otherwise defaulting
Party (each a "Force Majeure Event"), then upon notice to the other Party, the affected
terms and/or other requirements of this Agreement shall be suspended during the period
of such Force Majeure Event and, unless otherwise set forth herein to the contrary, the
Party affected by the Force Majeure Event shall have no liability to the other Party, its
affiliates, or any other Person in connection therewith.
22. Modification. This Agreement may not be altered, amended, or
modified, except by writing executed by duly authorized representatives of the Parties.
23. Partial Invalidity. Wherever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid under
applicable law, but in case any one or more of the provisions contained herein shall, for
any reason, be held to be invalid, illegal, or unenforceable in any respect, such provision
or provisions shall be ineffective to the extent, but only to the extent, of such invalidity,
illegality, or unenforceability without invalidating the remainder of such provision or
provisions or any other provisions hereof, unless such a construction would be
unreasonable.
24. Counterparts. This Agreement may be executed in two or more
counterparts, by facsimile or electronic scanning, with originals following by mail or
express delivery.
25. Entire Agreement. This Agreement, including all attachments
incorporated herein, states the entire agreement between the Parties and supersedes
their prior agreement, negotiations, or understandings.
[This space intentionally left blank; signature page follows]
22758390/18148.0004 6
IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, on the day and year first above written.
CITY OFF SIN NORTH CENTRAL FIRE PROTECTION
Aa?er
icip a co DISTRICT
B By:
n- c eCity Name: K,60 ABR.At�&ty\t �
Title: Chairman, Board of Directors
APPROVED AS TO FORM:
DOUGLAS T. SLO
City Atto APPROVED AS TO FORM
f ! Attorney or ZBy:
ndon M. Collet Date By: -
Senior Deputy City Attorney
ATTEST:
YVONNE SPENCE, CRM MMC
City Clerk
By: 3�20119
at Date
Deputy
Attachments:
Exhibit A - Map of the NC Metro Area
Exhibit B - Automatic Aid Agreement
2275839vl/18148.0004 7
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Marco Martinez-Velasquez
From: Marco Martinez-Velasquez
Sent: Friday, March 22, 2019 9:02 AM
To: Yvonne Spence; Kerri Donis
Subject: RE:Attached Image
Attachments: 1428_001.pdf
Good morning Chief Donis,
I apologize for that. I think it's correct now, please let me know.
Thank you,
Marco
City of Fresno
City Clerk's Office
2600 Fresno St., Room 2133
Fresno, CA 93721
P: 559-621-7669
From: Yvonne Spence
Sent: Thursday, March 21, 2019 5:23 PM
To: Kerri Donis; Marco Martinez-Velasquez
Subject: RE: Attached Image
Marco, can you change it to the correct date?
From: Kerri Donis
Sent: Thursday, March 21, 2019 5:20 PM
To: Marco Martinez-Velasquez
Cc: Yvonne Spence
Subject: Re: Attached Image
Thanks but this is not correct, per below. It was executed on February 14, 2019 and is effective July 1, 2019,
Kerri L. Donis
Fire Chief
Fresno Fire Department
On Mar 21, 2019, at 5:14 PM, Marco Marti nez-Velasquez <Marco.Marti nez-Velasquez@fresno.gov> wrote:
Hello Chief Donis,
Per your request, please see attached. Please note that we can only cross out the incorrect day and add
the correct date.
Thank you and please let me know if you need anything further.
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If they tell us over email (like in this case), then we will make the change on our
end and print the email and keep it with the agreement. I have made the
requested change. See attached.
So if you would like us to change the other copies, we can certainly do that.
From: Kerri Donis
Sent: Thursday, March 21, 2019 3:17 PM
To: Yvonne Spence
Cc: Wilma Quan
Subject: FW: Attached Image
It looks like the wrong dates were inserted on this agreement. It should say
effective July 1, 2019, and I thought we took this item to Council on February 14
for approval? If you recall we were to leave these dates open until after Council
approved and then they would be filled in and City signatures secured. Can we
just cross them out with corrections on all three signed copies (City's, ours and
the one we sent to NC)?
From: fresno Fire Training [mailto.canc�r�copier@fresno.ctav]
Sent: Thursday, March 21, 2019 3:11 PM
To: Kerri Donis
Subject: Attached Image
<Initialed agreement.pdf>
<1426_OO 1.pdf>
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