AGREEMENT FOR FIRE AND PARAMEDIC SERVICES
THIS AGREEMENT FOR FIRE AND PARAMEDIC SERVICES (“ Agreement”), dated as of the Effective Date as defined below, is made and entered into by and between the CITY OF ANAHEIM, a municipal corporation, hereinafter referred to as “ANAHEIM,” and DISNEYLAND® RESORT, a division of Walt Disney Parks and Resorts U.S., Inc., a Florida corporation qualified to do business in the State of California, hereinafter referred to as “ DISNEY.” ANAHEIM and DISNEY are each singularly a “Party” and together the “Parties” to this Agreement with reference to the following facts and subject to the following conditions.
W I T N E S S E T H:
WHEREAS, DISNEY owns and/or operates Disneyland® park (“ Disneyland”), three hotels and two Disney Vacation Club developments (“Disneyland Lodging”), Disney California Adventure® park (“California Adventure”), and a retail, dining and entertainment complex entitled Downtown Disney® District (“Downtown Disney” and collectively, along with all parking structures , parking lots and ancillary facilities associated therewith, the “Disneyland Resort”); and,
WHEREAS, the Parties have previously entered into an agreement for paramedic services dated as of September 4, 2019 (the “ Existing Agreement”) and now wish to enter into a new agreement (this “Agreement”) for paramedic and fire department services under the terms and conditions set forth below.
NOW, THEREFORE , for and in consideration of the mutual promises, covenants and conditions herein contained, the Parties hereto agree as follows:
TERMS AND CONDITIONS
1. TERMINATION OF EXISTING AGREEMENT
The Parties hereby waive the termination notice of the Existing Agreement and agree that the Existing Agreement is terminated, superseded , and replaced by this Agreement on and as of the Effective Date as defined below in Section 18.
2. ASSIGNMENT OF PERSONNEL TO DISNEYLAND RESORT
2.1 Paramedics.
2.1.1 The Fire Chief of ANAHEIM (“Chief”) agrees to assign four (4) paramedics (each individually a “Paramedic” and collectively “Paramedics”) to the Disneyland Resort to perform the Services described hereafter.
2.1.2 ANAHEIM agrees that the Paramedics assigned to the Disneyland Resort by the Chief pursuant to this Agreement will be Orange County Accredited EMT-P Paramedics . All Paramedics shall be Advanced Cardiac Life Support and Pediatric Advanced Life Support certified .
2.1.3 Paramedics assigned to the Disneyland Resort will operate in two (2) teams of two (2) Paramedics each.
2 2.1.4 DISNEY and ANAHEIM agree that one (1) additional Paramedic team (i.e., two (2) additional Paramedics) will be added to the number of Paramedics assigned to provide Services to the Disneyland Resort, and for which Disney will reimburse the City pursuant to Section 3 below, at each of the following thresholds: (a) when the volume of service calls to the Disneyland Resort reaches 6,000 in a single fiscal year, (b) thereafter, when the volume of service calls to the Disneyland Resort reaches additional increment s of 2,000 calls in a single fiscal year; provided, however, that nothing in the foregoing thresholds shall prevent the Chief and the DLR Vice President of Security (as defined below) from agreeing to add any such additional Paramedic s before the stated threshold is reached when discussing Standard Schedules pursuant to Section 2.3 below . In calculating the volume of service calls, the Parties will use MetroNet reporting data on an incident basis (where any call resulting in an incident number qualifies as an “incident”) for an agreed -upon set of addresses [attached as Exhibit A] to facilitate consistency in calculations of over time. As DISNEY completes additional development projects pursuant to the DisneylandForward project at addresses beyond those listed in Exhibit A, such new development projects and associated addresses will be deemed included in Exhibit A.
2.2 Community Risk Reduction Personnel.
2.2.1 The Chief agrees to assign o ne (1) on-site Plan Checker (“CRRO III”) and one (1) Field Inspector (“CRRO II”) (together, the “Community Risk Reduction Officers”) whose work will be dedicated to the Disneyland Resort and its projects, to allow for expedited inspections and plan reviews for current and expected new projects throughout the Disneyland Resort.
2.2.2 DISNEY will provide a suitable office space with access to restrooms , a breakroom, and two parking spaces for the use of the Community Risk Reduction Officers, all of which facilities will be subject to the approval of the Fire Chief or his/her designee.
2.2.3 DISNEY will provide startup equipment for the Community Risk Reduction Officers, which includes equipment upfit, radio, and initial uniform outlay for each person. Disney will reimburse ANAHEIM for replacement of all equipment listed in this Section 2.2.3 every five (5) years.
2.2.4 Recognizing that c ertain types of inspections require special expertise and logistics and must occur between the hours of 10 p .m. and 6 a.m. (“Extraordinary Inspections”), DISNEY agrees to pay the fully burdened overtime reimbursement rate for a minimum of four (4) hours of inspection time for said Community Risk Reduction Officers conducting Extraordinary Inspections (“Extraordinary Inspection Reimbursement Rate”).
2.3 Consultation Regarding Adjustments to Schedule, Personnel, or Equipment.
The Chief and the Vice President of Disneyland Security & Emergency Services (as such position may be titled from time to time, “DLR Vice President of Security”) or their designees will meet no less than once each calendar quarter to discuss whether there is a need to strategically modify the Paramedic Standard Schedule, CRRO Standard Schedule, and Ambulance Schedule ( all defined below and collectively referred to herein as the “Standard Schedules”), size and/or team composition of the Paramedics, Community Risk Reduction Officers and/or Ambulances (defined below) providing Services her eunder. In the event of a Force Majeure event as contemplated in Section 16 below, either Party may request a meet and confer to discuss whether such event necessitates modifications to the Standard Schedule s, size and/or team composition of the Paramedics, Community Risk Reduction Officers and/or Ambulance Operators providing Services 3 hereunder. Moreover, DISNEY and ANAHEIM agree that no later than submission of a planning application for the first project enabled by the DisneylandForward project , and thereafter upon submission of planning applications for each addition of a major theme park attraction(s) or increase in building inventory at the Disneyland Resort at or exceeding twenty percent (20%) over the level existing as of the date of this Agreement, the Chief and the DLR Vice President of Security will meet and seek to mutually agree upon an augmented number of Community Risk Reduction Officers needed to support plan review and inspection efforts for the subject project and/or expanded DISNEY inventory. All such agreed -upon changes will be memorialized in a writing signed by both Parties and deemed added to the Parties’ obligations under this Agreement.
2.4 Paramedic Scheduling.
2.4.1 In general, subject to reasonable modifications as described herein, ANAHEIM will cause the Paramedics to perform the S ervices hereunder in accordance with Disneyland and California Adventure ( “Theme Parks” ) hours. The Parties understand and expressly agree that Theme Park hours will vary throughout the Term of this Agreement including by way of example and not by limitation, seasonal operations (e.g., Halloween, and Holidays) and special events hours. But for purposes of this Agreement, the Parties understand and expressly agree that the Standard Schedule is premised upon twelve (12) hour shifts from 11:00 a.m. to 11:00 p.m. daily (hereafter, the “Paramedic Standard Schedule”) for the Paramedics.
2.4.2 Notwithstanding the foregoing, the Parties understand and agree that throughout the Term of this Agreement, actual hours worked by the Paramedics may fluctuate as further described below.
2.4.3 Although the primary function of P aramedics assigned to the Disneyland Resort pursuant to this Agreement is to focus on incidents that occur on, in, and around the Disneyland Resort property, it is understood by the Parties that where necessary such P aramedics may be required to respond to other incidents that occur outside the Disneyland Resort, in which case DISNEY will be covered by Paramedic Engines and Trucks (hereafter, “Units”) from local stations until such time that the assigned Paramedics are available.
2.4.4 From time to time, DISNEY may provide ANAHEIM with notice requesting a modification to the Paramedic Standard Schedule for a limited time, in which case ANAHEIM will use its best efforts to accommodate DISNEY ’s request. The Parties recognize and expressly agree that DISNEY’s operational requirements fluctuate, including, by way of example , but not by limitation, peak morning and peak afternoon times, special events, and special seasonal times such as Halloween and Holiday events. Both ANAHEIM and DISNEY agree that flexibility in the assignment of the Paramedics and the Paramedic Standard Schedule throughout the Term is a material element of this Agreement. For purposes of this Section, modifications to the Paramedic Standard Schedule including but not limited to extended or reduced Paramedic Standard Schedule can be obtained with proper advance written notice by DISNEY to ANAHEIM. Written notice (including facsimile, e -mail, or letter) of not less than thirty (30) days prior to the E ffective Date shall be provided by DISNEY to the Chief requesting modification to the Paramedic Standard Schedule. However, in no event may the Paramedic Standard Schedule be reduced to less than a twelve (12) hour shift. Such a reduction in the Paramedic Standard Schedule to less than a twelve (12) hour shift shall require a written amendment to this Agreement. Notwithstanding the foregoing , in certain circumstances due to municipal needs or other exigent circumstances the Chief may be unable to accommodate DISNEY’s request, whereupon the Chief or the Chief’s authorized designee will meet with the Disneyland Resort Vice President of Security or his/her authorized designee to discuss and agree regarding an 4 acceptable modified schedule that most closely accommodates DISNEY ’s original request and ANAHEIM’s municipal needs.
2.4.5 Furthermore, from time to time ANAHEIM or the Chief may provide DISNEY notice that exigent municipal circumstances require ANAHEIM to modify the Paramedic Standard Schedule for a limited time to increase coverage or reduce coverage, in which case the Paramedic Standard Schedule shall be modified as provided in such notice.
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2.4.6 Upon the written request of DISNEY, the Chief will reassign any particular Paramedic from the Disneyland Resort and replace such Paramedic with another similarly qualified Paramedic within thirty (30) days following receipt of DISNEY’s request .
2.5 Community Risk Reduction Officers Scheduling.
2.5.1 In general and subject to reasonable modifications as described herein , ANAHEIM will cause Community Risk Reduction Officers to perform Services hereunder in accordance with ANAHEIM’s regular business hours, which is premised upon eight (8) hour shifts from 9:00 a.m. to 5:00 p.m. Monday through Friday (hereafter, the “CRRO Standard Schedule”).
2.5.2 Notwithstanding the foregoing, the Parties understand and agree that throughout the Term of this Agreement, actual hours worked by the Community Risk Reduction Officers may fluctuate as further described below.
2.5.3 From time to time, DISNEY may provide ANAHEIM with notice requesting an increase in the number of hours in the CRRO Standard Schedule for a limited time, in which case ANAHEIM will use its best efforts to accommodate DISNEY's request. The Parties recognize and expressly agree that DISNEY's operational requirements fluctuate. Both ANAHEIM and DISNEY agree that flexibility in the assignment of the Community Risk Reduction Officers and the CRRO Standard Schedule throughout the Term is a material element of this Agreement. For purposes of this Section, modifications to the CRRO Standard Schedule to extend the CRRO Standard Schedule can be obtained with proper advance written notice by DISNEY to ANAHEIM. Written notice (including e -mail, or letter) of not less than seven (7) days prior to the effective date shall be provided by DISNEY to the Chief requesting the exte nded hours under the CRRO Standard Schedule. In the event that DISNEY requests a modification to the CRRO Standard Schedule to increase the number of hours in a shift, DISNEY shall reimburse ANAHEIM for Community Risk Reduction Officers assigned to those extended hours at the overtime rates contemplated in Section 3 below. The Parties understand and expressly agree that any modification requesting a reduction in the CRRO Standard Schedule to less than an eight (8) hour shift shall require a written amendment to this Agreement. Notwithstanding the foregoing, in certain circumstances due to municipal needs or other exigent circumstances the Chief may be unable to accommodate DISNEY's request, whereupon the Chief or his authorized designee will meet with DISNEY to discuss and agree regarding an acceptable modified schedule that most closely accommodates DISNEY's original request and ANAHEIM's municipal needs.
2.5.4 Furthermore, from time to time ANAHEIM or the Chief may provide DISNEY notice that municipal circumstances require ANAHEIM to modify the CRRO Standard Schedule for a limited time, in which case the CRRO Standard Schedule shall be modified as provided in such notice.
2.5.5 Upon the written request of DISNEY, the Chief, at his discretion, may reassign any particular person working as Community Risk Reduction Officers from the Disneyland Resort 5 and replace such person with another similarly qualified person within thirty (30) days following receipt of DISNEY's request, to the extent that a similarly qualified person is employed by ANAHEIM and is available for such reassignment.
2.6 Ambulance Scheduling.
2.6.1 In general, subject to reasonable modifications as described herein, ANAHEIM agrees to schedule and maintain one (1) Anaheim Fire Department ambulance equipped with all features and materials required for said contracting and/or as otherwise required by then -current best practices (“Ambulance”) and staffed by qualified Ambulance operators (“Ambulance Operator(s)”) at the Disneyland Resort throughout the Term to provide, in general, an Ambulance for incidences of medical aid occurring at the Disneyland Resort during Theme Parks hours. The number of Ambulances scheduled and maintained hereunder (and reimbursed by Disney under Section 3.3.1 below) shall increase by one (1) when the volume of patient transports from the Disneyland Resort in a single fiscal year reaches 3,650; provided, however, that nothing in the foregoing thresholds shall prevent the Chief and the DLR Vice President of Security from agreeing to add any such additional Ambulances before the stated threshold is reached when discussing Standard Schedules pursuant to Section 2.3 above .
The Parties understand and expressly agree that Theme Park hours will vary throughout the Term of this Agreement including by way of example and not by limitation, seasonal operations ( e.g., Halloween, and Holidays) and special events hours. But for purposes of this Agreement, the Parties understand and expressly agree that the Standard Schedule for the Ambulance is premised upon twelve (12) hour shifts from 11:00 a.m. to 11:00 p.m. daily (hereafter, the “Ambulance Standard Schedule”). Notwithstanding the foregoing, the Parties understand and agree that throughout the Term of this Agreement, actual hours provided by the Ambulance may fluctuate as further described below. Other than DISNEY’s reimbursement obligations under Sections
3.2 and 3.3 below, DISNEY will not be charged for Ambulance response. ANAHEIM will cause all billing to the patient or any applicable insurance, including without limitation DISNEY’s Workers Compensation insurance, to be billed at the standard ANAHEIM rate.
2.6.2 From time to time, DISNEY may provide ANAHEIM with notice requesting a modification to the Ambulance Standard Schedule for a limited time, in which case ANAHEIM will use its best efforts to accommodate DISNEY’s request. The Parties recognize and expressly agree that DISNEY’s operational requirements fluctuate, including, by way of example, but not by limitation, peak morning and peak afternoon times, special events, and special seasonal times such as Halloween and Holiday events. Both ANAHEIM and DISNEY agree that flexibility in the assignment of the Ambulance and the Ambulance Standard Schedule throughout the Term is a material element of this Agreement. For purposes of thi s Section, modifications to the Ambulance Standard Schedule including but not limited to extended or reduced Ambulance Standard Schedule can be obtained with proper advance written notice by DISNEY to ANAHEIM. Written notice (including e- mail, or letter) of not less than thirty (30) days prior to the E ffective Date shall be provided by DISNEY to the Chief requesting modification to the Ambulance Standard Schedule. However, in no event may the Ambulance Standard Schedule be reduced to less than a twelve (1 2) hour shift. Such a reduction in the Ambulance Standard Schedule to less than a twelve (12) hour shift shall require a written amendment to this Agreement. Notwithstanding the foregoing , in certain circumstances due to municipal needs or other exigent circumstances the Chief may be unable to accommodate DISNEY’s request, whereupon the Chief or the Chief’s authorized designee will meet with the Disneyland Resort Vice President of Security or his/her authorized designee to discuss and agree regarding an acceptable modified schedule that most closely accommodates DISNEY’s original request and ANAHEIM’s municipal needs.
6 2.6.3 Furthermore, from time to time ANAHEIM or the Chief may provide DISNEY notice that exigent municipal circumstances require ANAHEIM to modify the Ambulance Standard Schedule for a limited time to increase coverage or reduce coverage, in which case the Ambulance Standard Schedule shall be modified as provided in such notice. In addition, a lthough the primary function of Ambulance assigned to the Disneyland Resort pursuant to this Agreement is to focus on incidents that occur on, in, and around the Disneyland Resort property, it is understood by the Parties that in the event of a major public safety incident outside of the Disneyland Resort, such Ambulance may be required to respond to such major incident , in which case DISNEY will be covered by ambulances from local stations until such time that the assigned Ambulance is available.
2.6.4 Upon the written request of DISNEY, the Chief will reassign any particular Ambulance Operator from the Disneyland Resort and replace such Ambulance Operator with another similarly qualified Ambulance Operator within thirty (30) days following receipt of DISNEY’s request.
2.7 Paramedic Services to be Performed.
2.7.1 The Services that Paramedics assigned to the Disneyland Resort will perform will be those functions and duties of Paramedics typically assigned as Advanced Life Support providers in good standing under the laws of the State of California.
2.7.2 All P aramedics shall:
(i) only perform Paramedic Services related to the Disneyland Resort Property while working at the Disneyland Resort pursuant t o this Agreement; and,
(ii) as a material part of this Agreement, all Paramedics regularly assigned to Disneyland Resort should attend and complete a Disneyland Resort orientation (“Orientation”) session within thirty (30) days after being assigned. This Orientation should consist of an overall orientation by the Disneyland Resort Fire Department Chief, Disneyland Resort Guest Health Manager, and/or their designees. The costs for such Orientation, including reimbursement of participants’ labor costs at their applicable Reimbursement Rate, will be paid for by DISNEY.
2.7.3 When performing Services pursuant to this Agreement, the Paramedics will adhere to the following guidelines:
(i) A material condition of this Agreement is ANAHEIM’s ability to respond to Calls for Service ( “CFS”) at the Disneyland Resort within the guidelines established by NFPA Standard 1710 (as amended from time to time).
(ii) Paramedics will familiarize themselves with all tenant spaces at the Disneyland Resort. For purposes of this Agreement “tenant spaces” shall include all Operating Participants in Downtown Disney including but not limited to concessionaires;
(iii) Paramedics who p erform within the gated T heme Parks shall dress in attire approved by ANAHEIM. DISNEY shal l not be responsible to provide or 7 maintain, the approved uniforms or attire, nor shall it be responsible to reimburse ANAHEIM for their expenses thereon, except to the extent that such costs are subsumed in the agreed Reimbursement Rates herein;
(iv) Without DISNEY’s prior written consent, ANAH EIM will not conduct unauthorized training demonstrations at the Disneyland Resort other than training performed in the course of performing the Services pursuant to this Agreement or in the normal course of Paramedic and Ambulance activity in the City of ANAHEIM;
(v) A daily log of all Paramedic Services provided pursuant to this Agreement, which does not reveal any information that should be protected by HIPAA, shall be created by ANAHEIM and provided to DISNEY by 8 a.m. each day for the previous day’s activities, including by way of example but not limitation, all CFS.
2.8 Community Risk Reduction Officer Services.
2.8.1 The Services that Community Risk Reduction Officers assigned to the Disneyland Resort will perform are those functions and duties of Community Risk Reduction Officers typically performed by community risk reduction officers under local laws and the laws of the State of California.
2.8.2 All Community Risk Reduction Officers shall:
(i) only perform Community Risk Reduction Officer Services related to the Disneyland Resort Property while working at the Disneyland Resort pursuant to this Agreement; and,
(ii) as a material part of this Agreement, all Community Risk Reduction Officers regularly assigned to Disneyland Resort will attend and complete a Disneyland Resort Orientation within thirty (30) days after being assigned.
This Orientation will consist of an overall orientation to the Disneyland Resort. The costs for such Orientation, including reimbursement of participants' labor costs, will be paid for by DISNEY.
2.8.3 When performing Services pursuant to this Agreement, the Community Risk Reduction Officers will adhere to the following guidelines:
(i) Community Risk Reduction Officers will perform the Services in a manner consistent with ANAHEIM’s guidelines, policies, and requirements for similar work throughout the City.
(ii) Community Risk Reduction Officers assigned to the Disneyland Resort will dress in standard Community Risk Reduction Officers uniforms approved by ANAHEIM.
2.9 Ambulance Services.
8 2.9.1 The Ambulance and associated Ambulance Operators assigned to the Disneyland Resort will perform those functions and duties of Ambulances and Ambulance Operators typically performed by Ambulances and Ambulance Operators under local laws and the laws of the State of California.
2.9.2 All Ambulance Operators shall:
(i) only perform Ambulance Services related to the Disneyland Resort Property while working at the Disneyland Resort pursuant t o this Agreement; and,
(ii) as a material part of this Agreement, all Ambulance Operators regularly assigned to Disneyland Resort should attend and complete a Disneyland Resort Orientation session within thirty (30) days after being assigned. This Orientation should consist of an overall orientation by the Disneyland Resort Fire Department Chief, Disneyland Resort Guest Health Manager, and/or their designees. The costs for such Orientation, including reimbursement of participants’ labor costs at their applicable Reimbursement Rate, will be paid for by DISNEY.
2.9.3 When performing Services pursuant to this Agreement, the Ambulance Operators will adhere to the following guidelines:
(i) A material condition of this Agreement is ANAHEIM’s ability to respond to Calls for Service ( “CFS”) at the Disneyland Resort within the guidelines established by NFPA Standard 1710 (as amended from time to time).
(ii) Ambulance Operators will familiarize themselves with all tenant spaces at the Disneyland Resort. For purposes of this Agreement “tenant spaces” shall include all Operating Participants in Downtown Disney including but not limited to concessionaires;
(iii) Ambulance Operators who perform within the gated Theme Parks shall dress in attire approved by ANAHEIM. DISNEY shall not be responsible to provide or maintain, the approved uniforms or attire, nor shall it be responsible to reimburse ANAHEIM for their expenses thereon, except to the extent that such costs are subsumed in the agreed Reimbursement Rates herein;
(iv) Without DISNEY’s prior written consent, ANAHEIM will not conduct unauthorized training demonstrations at the Disneyland Resort other than training performed in the course of performing the Services pursuant to this Agreement or in the normal course of Ambulance activity in the City of ANAHEIM;
(v) A daily log of all Ambulance Services provided pursuant to this Agreement, which does not reveal any information that should be protected by HIPAA, shall be created by ANAHEIM and provided to DISNEY by 8 a.m. each day for the previous day’s activities, including by way of example but not limitation, all CFS.
2.10 Response Location . The Parties understand and expressly agree that until a Substation is constructed pursuant to Section 5 below and subject to Section 5.1.2 below relating to onsite positioning of fire department personnel during peak periods, Paramedics and Ambulance 9 Operators providing the Services at the Disneyland Resort which are the subject matter of this Agreement will be housed at Fire Station 3 (“The Resort Station”) and Fire Station 6 (“The Euclid Station”). Anaheim will provide all costs for housing both Units at those locations.
3. REIMBURSEMENT OF COSTS
3.1 Reimbursement for Services during Scheduled Hours. As compensation for the Services to be provided pursuant to this Agreement , DISNEY will compensate ANAHEIM for each Paramedic and Community Risk Reduction Officer assigned and providing Services to the Disneyland Resort pursuant to the Paramedic Standard Schedule and the CRRO Standard Schedule (plus overtime rates for overtime specifically provided for under this Agreement), and any other officer that provides additional Services hereunder at DISNEY’s request, at their then -current, fully burdened rate pursuant to the current City of Anaheim contract with the Anaheim Firefighters Association and/or the Anaheim Municipal Employees Association (in each case, their “Reimbursement Rate”).
3.2 Reimbursement for Services Outside of Scheduled Coverage. DISNEY will reimburse ANAHEIM for EMS calls at the emergency response rate (“Emergency Response Rate”), set by City Resolution, in place at the time of the call, for those calls that occur between 11:00 p.m. and 10:59 a.m. relating to care of DISNEY’s cast members. Emergency responses during said hours for guest care and any associated Ambulance service shall be billed directly to the patient.
3.3 Reimbursement for Ambulance Service . In addition to the Reimbursement for Paramedic and Community Risk Reduction O fficers identified in Section s 3.1 and 3.2, DISNEY will reimburse ANAHEIM for the following:
3.3.1 ANAHEIM’s total actual financial obligations associated with making available one (1) Ambulance (as such number may be increased pursuant to Section 2.6) for use by the Paramedics while providing Services hereunder, the current total of which is Three Hundred Sixty - Seven Thousand Nine Hundred Twenty Dollars ($367,920) per year per Ambulance, less any amount recovered by ANAHEIM from or on behalf of the individuals receiving Ambulance service, including without limitation from insurance proceeds. DISNEY understands an d agrees that the aforementioned dollar figures are illustrative of ANAHEIM’s current costs and that these costs may increase over time. Except as expressly provided herein, ANAHEIM shall be responsible for any and all other costs (e.g., insurance) associated with the use of all Ambulances utilized by the Paramedics who are assigned to the Disneyland Resort pursuant to this Agreement; and
3.3.2 T he actual time for any additional Ambulance (s) (i.e., beyond the Ambulance Standard Schedule) if Disney requests additional Ambulance “standby” hours for special events or additional coverage , at the Reimbursement Rate identified in Schedule A of ANAHEIM’s ’s then- effective Paramedic Fee Resolution (currently Reso. 2023 - 053) at the “Standby” rate. Nothing in this provision should be deemed to create an obligation on the part of ANAHEIM to provide such standby hours if requested by Disney.
3.4 Invoice and Payment.
3.4.1 ANAHEIM will provide DISNEY a monthly invoice for the amount owed by DISNEY for the previous month, which invoice shall include an accounting of the dates and hours worked by the Paramedics and Community Risk Reduction Officers, any hours worked in excess of the Standard Schedules, and all documentation and support for any other amounts sought to be reimbursed. 10 DISNEY shall pay the invoiced amount or provide detailed questions to AN AHEIM regarding any unclear or disputed invoiced amounts within thirty (30) days of receipt of the monthly invoice from ANAHEIM.
3.4.2 In addition, ANAHEIM and DISNEY agree to reconcile or “true -up” any apparent differences in billing/accounting on a quarterly basis throughout the Term.
3.5 Community Risk Reduction.
DISNEY will pay all fees associated with work performed by Community Risk Reduction Personnel in accordance with Schedule A of ANAHEIM’s then-effective Community Risk Reduction Fee Resolution (currently, Reso. 2023-052).
3.6 Fire Fees.
Prior to issuance of each building permit for development in the ARSP Parking and Theme Park Overlays, DISNEY shall pay all applicable fire fees in the amount then in effect and in accordance with the then-effective City-adopted Fire Protection Facilities and Paramedic Services Impact Fee Program (initially established through City Council Resolution NO. 95R-73). As of the Effective Date, the Parties anticipate that the fire fees applicable to development in the ARSP Parking and Theme Park Overlays will pertain to the development of hotel rooms and ancillary hotel use square footage that are allowed prior to the Effective Date of the DisneylandForward Development Agreement in the ARSP.
4. SPECIALIZED TRAINING
The Parties acknowledge that from time to time specialized training may be required or advisable to allow ANAHEIM’s personnel assigned to the Disneyland Resort to better serve the Disneyland Resort’s guests and unique attractions. The Chief and DLR Vice President of Security shall confer periodically regarding such training opportunities and, if they agree a particular opportunity is necessary or advisable, then the Chief will arrange for the appropriate personnel to engage in the training. To the extent such training must be scheduled during off-duty hours, DISNEY will reimburse ANAHEIM at the Reimbursement Rate for the time spent by any such personnel at such training.
Further, to the extent that such specialized training requires specialized equipment and/or consultants/trainers, the Chief and DLR Vice President of Security shall confer on the cost of such specialized equipment and/or consultants/trainers and DISNEY shall consider reimbursing ANAHEIM for the actual cost of such specialized equipment and/or consultants/trainers. If DISNEY elects not to reimburse for such specialized equipment and/or consultants/trainers, then nothing in this provision shall be deemed to obligate ANAHEIM to provide such specialized equipment and/or consultants/trainers.
5. FIRE SUBSTATION
5.1.1 Theme Park District Fire Substation. DISNEY and ANAHEIM agree that DISNEY shall coordinate with the Chief or his/her designee to construct and maintain a fire substation (the “Substation”) in the Theme Park District within the time frame set forth in subsection 5.1.2 below and meeting the program requirements set forth in subsection 5.1.3 below. The location will be strategically identified and agreed upon by the Chief and DLR’s Vice President of Security at the time of project planning. A project manager will be identified by the Chief and such fire designee shall be 11 regularly consulted during the Substation’s design and construction , as well as any later material modification of, the Substation.
5.1.2 Timing and Interim Footprint . The Substation will be completed no later than the date on which the building containing the ten -thousandth (10,000th) square foot in the Theme Park District and enabled by the DisneylandForward project receives its building permit (the “Outside Substation Date”), unless the Chief and the DLR Vice President of Security agree that a later completion date and/or different location is preferred, given DISNEY’s other announced development plans at the time DISNEY is planning the project which will trigger the Outsi de Substation Date, and the associated availability of other Substation sites which may offer better locations for ANAHEIM to respond to emergency calls . If such an agreement is reached, the Parties will memorialize it in a writing. In the meantime, DISNEY agrees to work with ANAHEIM to find a location within the Disneyland Resort, suitable to the Chief, where fire department p ersonnel assigned to the Disneyland Resort can be stationed during peak periods for a quicker response to calls for service within the Theme Parks. During non -peak periods, the fire department personnel would continue to respond from the same fire stations from which they currently respond.
5.1.3 Substation Program. The Substation will include designated parking stalls for a squad pick-up truck, an ambulance, and a medic golf cart. The building will be equipped with dedicated fiber optic lines as well as Wi -Fi and cable services and will contain at least two offices with two workstations in each office, a breakroom/kitchen style area, a conference area/day room able to accommodate up to eight (8) personnel, and restroom with showers and lockers.
6. TERM OF AGREEMENT
This Agreement sh all commence upon the Effective Date set forth in Section 18 below and shall continue uninterrupted until the expiration or termination of the Development Agreement for the DisneylandForward Project or unless otherwise amended by the Parties or earlier terminated by either Party pursuant to the terms of Section 8 below.
7. ASSIGNMENT
Neither DISNEY nor ANAHEIM may assign or transfer this Agreement, or any part thereof, without the written consent of the other Party.
8. TERMINATION OF AGREEMENT
ANAHEIM and DISNEY understand and expressly agree that either Party may terminate this Agreement for immediate and material cause upon giving the other P arty at least forty-eight (48) hours’ prior written notice, or otherwise upon giving the other Party at least ninety (90) days’ prior written notice. In the case of a termination for other than immediate and material cause, the Parties will endeavor promptly upon the giving of notice to meet and confer in an attempt to reach agreement regarding a potential amendment of terms so as to avoid the need for termination.
9. INDEPENDENT CONTRACTOR
The Parties are at all times independent contractors pursuant to this Agreement, and nothing contained in this Agreement shall authorize, empower, or constitute any Party as agent of the other Party in any manner; authorize or empower one Party to assume or create any obligation or responsibility whatsoever, express or implied, on behalf of or in the name of the other Party; or 12 authorize or empower a P arty to bind the other Party in any manner or make any representation, warranty, covenant, agreement or commitment on behalf of the other Party. Any and all Paramedics and other employees assigned to the Disneyland Resort pursuant hereto shall be at all times solely and exclusively employees of ANAHEIM and shall be under the sole direction, supervision and control of the Chief or his designee, and no such Paramedic or employee shall be considered an officer, agent or employee of DISNEY for any purposes whatsoever. ANAHEIM is solely responsible for payment to Paramedics of (1) all income, disability, withholding, and other employment taxes as well as (2) all medical benefit premiums, vacation pay, sick pay and other fringe benefits for such Paramedics and employees. ANAHEIM shall indemnify, defend, and hold DISNEY harmless from any claim for any such tax and/or benefit payment.
10. NO AGENCY RELATIONSHIP
The Parties shall at all times act independently throughout the Term. Nothing contained in this Agreement shall be construed to make one Party the partner, joint venture, principal agent or employee of the other Party hereto.
11. NO THIRD-PARTY RIGHTS
The Parties intend not to create rights in, or to grant remedies to, any third party as a beneficiary of this Agreement or of any duty, covenant, obligation or undertaking established herein.
12. NOTICES
Any notice, demand, request, offer, consent, approval or communications to be provided under this Agreement shall be in writing and shall be deemed received: (i) the next delivery day after it is deposited for overnight delivery on a prepaid basis with a nationally recognized and reputable courier that uses electronic tracking of delivery and receipt and addressed (as the case may be) to DISNEY at DISNEY’S address shown herein; or (ii) the same day it is personally delivered (as the case may be) to DISNEY at DISNEY’S address shown here, or to ANAHEIM at the address of ANAHEIM shown herein. Either Party may designate a different address for receiving notices hereunder by notice to the other Party in accordance with the provision of this Section 12.
ANAHEIM
City of Anaheim
Attention: Fire Chief
201 South Anaheim Boulevard, Ste. 300
Anaheim, California 92805
DISNEY
Disneyland Resort
Attention: Vice President of Security & Emergency Services 1313 South Harbor Blvd
Anaheim, California 92802-3232
With a copy to:
Chief Counsel
Disneyland Resort Legal Affairs
13 700 Ball Road
Anaheim, California 92803-3232
13. AUTHORITY
Each Party’s signators represent that the signators hold the positions set forth below their signatures and that the signators are authorized to execute this Agreement on behalf of such P arty and to bind such Party hereto.
14. ENTIRE AGREEMENT
This Agreement as well as the Development Agreement for the DisneylandForward project and the Mitigation Monitoring Program for the Subsequent Environmental Impact Report (SEIR) No. 352 constitutes the complete and fully integrated understanding by and between the Parties with respect to the subject matter hereof, and supersedes all oral and written representations, direct and indirect, and agreements which may have been entered into between the Parties. No modification or revision of this Agreement shall be of any for ce or effect unless the same is in writing and executed by the Parties hereto.
15. SEVERABILITY
If any provision of this Agreement is held unenforceable or invalid, such provision will not affect the other provisions hereof and to this extent, the provisions of this Agreement are intended to be and shall be deemed severable. The Parties will work in good faith, using provisions which are equivalent from an economic point of view to replace any provision which is determined to be invalid.
16. FORCE MAJEURE
The time within which either Party is required to perform any act under this Agreement will be extended by a period of time equal to the number of days during which performance of such act is delayed unavoidably by war, insurrection, strikes, labor disputes, lock -outs, Acts of God, epidemics and pandemics, including restrictions such as those induced by COVID-19, riots, floods, earthquakes, terrorism, failure or inability to secure materials or labor by reason of priority or similar regulations or order of any governmental or regulatory body, initiative or referenda, moratoria, enemy action, civil disturbances, fire, unavoidable casualties, or any other cause beyond the reasonable control of a Party. For the avoidance of doubt, the Parties agree that if a pandemic or other force majeure event causes all or a significant portion of the Disneyland Resort to be closed or inaccessible to the public for a period of time that exceeds four (4) weeks (the “Closure Period”) thus obviating the need for the Services at the Disneyland Resort, the Parties will have no obligation to one another under this Agreement with respect to the entire Closure Period.
17. ALTERNATIVE FINANCING ARRANGEMENT; CHIEF’S AUTHORITY
The Parties intend this Agreement to constitute an alternative financing arrangement within the meaning of Mitigation Measure PS -1 of the Final Subsequent Environmental Impact Report No. 352 for the DisneylandForward Project (the “ DF SEIR”) and to satisfy the requirements of Final DF SEIR Mitigation Measure PS-7 relating to Fire Department operations and community risk reduction staff needs and DF SEIR Measure PS-14 relating to future Fire Department facilities needs. The Chief (with the concurrence of the Director of Building and Planning) shall be and hereby is authorized to determine that alternative equipment, facilities, and other fire and emergency services needs 14 developed and funded pursuant to this Agreement, as may be amended, are equivalent to project design features and/or mitigation measures stated in the Final DF SEIR for purposes of determining DISNEY’S compliance therewith.
18. EFFECTIVE DATE
The effective date (“ Effective Date”) of this Agreement shall be the latest date of execution opposite hereinafter set forth opposite the names of the signators hereto.
15 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth.
CITY OF ANAHEIM
BY: ____________________________________________
PRINT: ____________________________________________
TITLE: ____________________________________________
DATE: ____________________________________________
Approved as to Form:
By: ____________________________________________
Date: ________________
DISNEYLAND RESORT
BY: ____________________________________________
PRINT: ____________________________________________
TITLE: ____________________________________________
DATE: ____________________________________________
Approved as to Form:
BY: ____________________________________________
PRINT: ____________________________________________
TITLE: ____________________________________________
DATE: ____________________________________________
16 Exhibit A
“Designated Addresses for Calculation of Service Calls”
DLAND GATE 54, 333 W BALL RD
700 W BALL RD
DLAND GATE 7, 1020 W BALL RD
DLAND GATE 34, 401 W DISNEY WY
DLAND GATE 32, 1235 S DISNEYLAND DR
1313 S DISNEYLAND DR
DLAND GATE 5 AND 5A, 1400 S DISNEYLAND DR
DLAND GATE 4, 1500 S DISNEYLAND DR
1560 S DISNEYLAND DR
1565 S DISNEYLAND DR
1580 S DISNEYLAND DR
DLAND GATE 2, 1600 S DISNEYLAND DR
DLAND GATE 1, 1716 S DISNEYLAND DR
DLAND GATES 20, 21, 21A, 1717 S DISNEYLAND DR
DLAND GATES 22 AND 23, 1731 S DISNEYLAND DR
1776 S DISNEYLAND DR
DLAND GATE 55, 1040 S HARBOR BL
1313 S HARBOR BL
DLAND GATE 8, 1501 S HARBOR BL
DLAND GATE 9, 1561 S HARBOR BL
DLAND GATE 10, 1651 S HARBOR BL
DLAND GATE 50, 1900 S HARBOR BL (Toy Story Parking)
DLAND GATE 35 (EMPLOYEE LOT), 300 W KATELLA AV
17 DLAND GATE 25, 1171 W KATELLA AV
DLAND GATE 28, 1140 W MAGIC WY
DLAND GATE 28A, 1141 W MAGIC WY
DLAND GATE 27, 1150 W MAGIC WY
DLAND GATE 27A, 1151 W MAGIC WY
DLAND GATE 80, 1509 S MANCHESTER AV
DLAND GATE 26, 1600 S WALNUT ST
DLAND GATE 30, 1100 S WEST PL
DLAND GATE 1
DLAND GATE 2
DLAND GATE 4
DLAND GATE 5 AND 5A
DLAND GATE 7
DLAND GATE 8
DLAND GATE 9
DLAND GATE 10
DLAND GATE 11, 1770 S. DISNEYLAND DR
DLAND GATE 20
DLAND GATE 21
DLAND GATE 21A
DLAND GATE 23
DLAND GATE 25
DLAND GATE 26
DLAND GATE 27
DLAND GATE 27A
18 DLAND GATE 28
DLAND GATE 28A
DLAND GATE 30
DLAND GATE 31, 1231 S. DISNEYLAND DRIVE
DLAND GATE 32
DLAND GATE 34
DLAND GATE 35 (EMPLOYEE LOT)
DLAND GATE 37, 401 W ALRO WAY
DLAND GATE 50
DLAND GATE 55
DLAND GATE 80