HomeMy WebLinkAboutAgreement A-21-526 with City of Kingsburg.pdf-1-
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A G R E E M E N T
THIS AGREEMENT (“Agreement”) is made and entered into this day of ________, 2021, by
and between the COUNTY OF FRESNO, a political subdivision of the State of California ("COUNTY"), and
the CITY OF KINGSBURG, a municipal corporation, whose address is 1300 California Street, Kingsburg,
CA 93631, ("CONTRACTOR").
W I T N E S S E T H:
WHEREAS, under Assembly Bill 109, the Public Safety Realignment Act (AB 109), the State of
California has realigned responsibilities for probation, post release community supervision (PRCS), and
mandatory supervised release of offenders; and
WHEREAS, the AB 109 Implementation Plan of 2011, including its updates, collectively referred to
as the “AB 109 PLAN,” was developed by the Fresno County Community Corrections Partnership (CCP),
and approved by the Fresno County Board of Supervisors; and
WHEREAS, the AB 109 PLAN includes formation of the Adult Compliance Team (ACT), to create a
cooperative unit capable of addressing public safety concerns and issues facing local law enforcement in
Fresno County; and
WHEREAS, the ACT is comprised of representatives of the Fresno County Sheriff’s Department,
the Fresno County District Attorney’s Office, the Fresno County Probation Department, and officers of the
Fresno, Clovis, Selma, Kerman, Kingsburg, and Reedley Police Departments; and
WHEREAS, the State of California has provided funding to COUNTY for the purpose of
implementing AB 109 services; and
WHEREAS, CONTRACTOR desires to continue to be a member of ACT; and
WHEREAS, COUNTY and CONTRACTOR desire to enter into this Agreement to maintain
CONTRACTOR as an ACT member, and to continue to implement AB 109 services.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
contained, the parties hereto agree as follows:
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Agreement No. 21-526
14th Dec.
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1. OBLIGATIONS OF THE CONTRACTOR
A. CONTRACTOR shall assign one (1) City of Kingsburg Police Officer (“Police
Officer”) to fulfill the responsibilities of an ACT member, in accordance with the ACT Operating
Agreement, attached as Exhibit “A,” and incorporated by this reference. In the event that the AB 109
PLAN is revised by the CCP and approved by the Fresno County Board of Supervisors, the
responsibilities of the Police Officer under this Agreement may be modified accordingly.
2. OBLIGATIONS OF THE COUNTY
A. COUNTY shall compensate CONTRACTOR for an amount equal to the cost of
one Police Officer for assignment to the ACT, not to exceed the maximum amount payable under this
Agreement of $165,953.
3. TERM
This Agreement shall be effective retroactive to July 1, 2021 and shall terminate on June 30,
2022.
4. TERMINATION
A. Non-Allocation of Funds - The terms of this Agreement, and the services to be
provided hereunder, are contingent on the approval of funds by the appropriating government agency.
Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
terminated, at any time by giving the CONTRACTOR thirty (30) days advance written notice.
B. Breach of Contract - The COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of the COUNTY there is:
1) An illegal or improper use of funds;
2) A failure to comply with any term of this Agreement;
3) A substantially incorrect or incomplete report submitted to the COUNTY;
4) Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any breach
of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither shall such
payment impair or prejudice any remedy available to the COUNTY with respect to the breach or default.
The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the COUNTY of any
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funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of the COUNTY were
not expended in accordance with the terms of this Agreement. The CONTRACTOR shall promptly refund
any such funds upon demand.
C. Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written notice of an
intention to terminate to CONTRACTOR.
5. COMPENSATION/INVOICING: COUNTY agrees to pay CONTRACTOR and
CONTRACTOR agrees to receive compensation as follows:
COUNTY shall compensate CONTRACTOR for an amount equal to the cost of one Police Officer
for assignment to the ACT. In no event shall total compensation paid to CONTRACTOR for services
performed under this Agreement exceed $165,953.
CONTRACTOR shall submit quarterly invoices for actual expenditures to the County of Fresno
Probation Department at ProbationInvoices@fresnocountyca.gov Invoices must be submitted on or after
the dates of October 1, 2021, and January 1, April 1, and July 1, 2022, respectively, and include a
breakdown of expenses identified in the final approved budget of the CCP for use in executing the mission
of ACT. COUNTY shall make payment within 45 days of receipt of an approved invoice.
Upon any termination of this Agreement, CONTRACTOR shall be compensated for costs incurred
under this Agreement, up to and including the date of termination.
6. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations
assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that
CONTRACTOR, including any and all of the CONTRACTOR'S officers, agents, and employees will at all
times be acting and performing as an independent contractor, and shall act in an independent capacity and
not as an officer, agent, servant, employee, joint venturer, partner, or associate of the COUNTY.
Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method by which
CONTRACTOR shall perform its work and function. However, COUNTY shall retain the right to administer
this Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the
terms and conditions thereof.
CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and
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regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right
to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable
and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In
addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating
to payment of CONTRACTOR'S employees, including compliance with Social Security withholding and all
other regulations governing such matters. It is acknowledged that during the term of this Agreement,
CONTRACTOR may be providing services to others unrelated to the COUNTY or to this Agreement.
7. MODIFICATION: Any matters of this Agreement may be modified from time to time by the
written consent of all the parties without, in any way, affecting the remainder. However, changes to line
items in the budgets, as determined by CCP Executive Committee or designee, that do not exceed ten
percent (10%) of the maximum compensation maybe made with the written approval of CCP Executive
Committee or designee and CONTRACTOR. Any changes to the budget shall not result in any change
to the maximum compensation payable under this Agreement. In addition, changes to this Agreement,
in whole or in part, which are necessary for compliance with State of California and Federal law, shall be
made by written amendment and executed by CCP Executive Committee or designee and
CONTRACTOR.
8. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor
their rights or duties under this Agreement without the prior written consent of the other party.
9. HOLD HARMLESS: CONTRACTOR agrees to indemnify, save, hold harmless, and at
COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any and all costs and
expenses (including attorney’s fees and costs), damages, liabilities, claims, and losses occurring or
resulting to COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its
officers, agents, or employees under this Agreement, and from any and all costs and expenses (including
attorney’s fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm,
or corporation who may be injured or damaged by the performance, or failure to perform, of
CONTRACTOR, its officers, agents, or employees under this Agreement.
COUNTY agrees to indemnify, save, hold harmless, and at CONTRACTOR’S request, defend the
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CONTRACTOR, its officers, agents, and employees from any and all costs and expenses (including
attorney’s fee and costs), damages, liabilities, claims, and losses occurring or resulting to CONTRACTOR
in connection with the performance, or failure to perform, by COUNTY, its officers, agents, or employees
under this Agreement, and from any and all costs and expenses (including attorney’s fees and costs),
damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation who may
be injured or damaged by the performance, or failure to perform, of COUNTY, its officers, agents or
employees under this Agreement.
In the event of concurrent negligence on the part of COUNTY or any of its officers, agents, or
employees, and CONTRACTOR or any of its officers, agents, or employees, the liability for any and all
such claims, demands, and actions in law or equity for such losses, costs, expenses, and damages shall be
apportioned under the State of California’s theory of comparative negligence, as presently established, or
as may be modified hereafter.
This Section 9 shall survive termination or expiration of this Agreement.
10. INSURANCE
Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third
parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance
policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or
Joint Powers Agreement (JPA) throughout the term of the Agreement:
A. Commercial General Liability
Commercial General Liability Insurance with limits of not less than Two Million Dollars
($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
liability or any other liability insurance deemed necessary because of the nature of this contract.
B. Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto
used in connection with this Agreement.
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C. Professional Liability
If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in
providing services, Professional Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate.
If any of the required policies provide claims-made coverage:
1. The Retroactive Date must be shown and must be before the date of the contract or the
beginning of contract work. 2. Insurance must be maintained, and evidence of insurance must be
provided for at least five (5) years after the completion of the contract work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy
form with a Retroactive Date prior to the contract effective date, the CONTRACTOR must purchase
“extended reporting” coverage for a minimum of five (5) years after the completion of work.
D. Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California Labor
Code.
E. Molestation
Sexual abuse / molestation liability insurance with limits of not less than One Million Dollars
($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) annual aggregate. This policy shall
be issued on a per occurrence basis.
Additional Requirements Relating to Insurance
CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming
the County of Fresno, its officers, agents, and employees, individually and collectively, as additional
insured, but only insofar as the operations under this Agreement are concerned. Such coverage for
additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained
by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance
provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without
a minimum of thirty (30) days advance written notice given to COUNTY.
CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
employees any amounts paid by the policy of worker’s compensation insurance required by this
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Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
necessary to accomplish such waiver of subrogation, but CONTRACTOR’s waiver of subrogation under
this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement,
CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the
foregoing policies, as required herein, to the County of Fresno, Probation Office, 3333 E. American Avenue,
Suite B, Fresno, CA 93725, stating that such insurance coverage have been obtained and are in full force;
that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on
the policies; that for such worker’s compensation the CONTRACTOR has waived its right to recover from
the COUNTY, its officers, agents, and employees any amounts paid under the insurance policy and that
waiver does not invalidate the insurance policy; that such Commercial General Liability insurance names
the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured,
but only insofar as the operations under this Agreement are concerned; that such coverage for additional
insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by
COUNTY, its officers, agents and employees, shall be excess only and not contributing with insurance
provided under CONTRACTOR's policies herein; and that this insurance shall not be cancelled or changed
without a minimum of thirty (30) days advance, written notice given to COUNTY.
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein
provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
Agreement upon the occurrence of such event.
All policies shall be issued by admitted insurers licensed to do business in the State of California,
and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A
FSC VII or better.
11. AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during business hours,
and as often as the COUNTY may deem necessary, make available to the COUNTY for examination all of
its records and data with respect to the matters covered by this Agreement. The CONTRACTOR shall,
upon request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data
necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement.
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If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to
the examination and audit of the California State Auditor for a period of three (3) years after final payment
under contract (Government Code Section 8546.7).
12. NOTICES: The persons and their addresses having authority to give and receive notices
under this Agreement include the following:
COUNTY CONTRACTOR
COUNTY OF FRESNO CITY OF KINGSBURG
Chief Probation Officer Chief of Police
3333 E. American Avenue, Suite B 1300 California Street
Fresno, CA 93725 Kingsburg, CA 93631
All notices between the COUNTY and CONTRACTOR provided for or permitted under this
Agreement must be in writing and delivered either by personal service, by first-class United States mail, by
an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by
personal service is effective upon service to the recipient. A notice delivered by first-class United States
mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid,
addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one
COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid,
with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by
telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is
completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the
next beginning of a COUNTY business day), provided that the sender maintains a machine record of the
completed transmission. For all claims arising out of or related to this Agreement, nothing in this section
establishes, waives, or modifies any claims presentation requirements or procedures provided by law,
including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
beginning with section 810).
13. GOVERNING LAW: Venue for any action arising out of or related to this Agreement shall only
be in Fresno County, California. The rights and obligations of the parties and all interpretation and
performance of this Agreement shall be governed in all respects by the laws of the State of California.
14. SEVERABILITY
In the event any provisions of this Agreement are held by a court of competent jurisdiction to be
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invalid, void, or unenforceable, the remaining provisions of this Agreement will nevertheless continue in
force and effect without being impaired or invalidated in any way.
15. WAIVER
The waiver by either party of a breach by the other of any provision of this Agreement shall not
constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different
provision of this Agreement. No waiver of a party’s breach of any provision of this Agreement shall be
effective unless the waiver is in writing and signed by the party against whom the waiver is sought to be
enforced. Waiver of any one provision shall not be deemed to be a waiver of any other provision herein.
16. INTERPRETATION
The parties acknowledge that this Agreement in its final form is the result of the combined efforts of
the parties and that, should any provision of this Agreement be found to be ambiguous in any way, such
ambiguity shall not be resolved by construing this Agreement in favor of or against either party, but rather
by construing the terms in accordance with their generally accepted meaning.
17. NO THIRD-PARTY BENEFICIARIES
Nothing set forth in this Agreement shall create any legal rights in any person not party to this
Agreement.
18. ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by
electronic signature as provided in this section. An “electronic signature” means any symbol or process
intended by an individual signing this Agreement to represent their signature, including and not limited to
(1)a digital signature; (2) a faxed version of an original handwritten signature; or (3) an electronically
scanned and transmitted (for example by PDF document) of a handwritten signature. Each electronic
signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten
signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof
in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original
handwritten signature of that person. The provisions of this section satisfy the requirements of Civil code
section 1633.5 subsection (b), in the Uniform Electronic Transaction Act (Civil Code Division 3, Part 2, title
2.5, beginning with section 1633.1). Each party using a digital signature represents that it has undertaken
and satisfied all the requirement of Governmental Code section 16.5, subdivision (a), paragraphs (1)
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through (5), and agrees that each other party may rely upon that representation. This Agreement is not
conditioned upon the parties conducting the transaction under it by electronic means and either party may
sign this Agreement with an original handwritten signature.
19. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the
CONTRACTOR and COUNTY with respect to the subject matter hereof, and supersedes all previous
Agreement negotiations, proposals, commitments, writings, advertisements, publications, and
understanding of any nature whatsoever unless expressly included in this Agreement.
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1 IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year
2 first hereinabove written.
3
: ,-1--~--~--4------COUNTY'21t.,
Steve Brandau,C~f the Board of
6 Supervisors of the County of Fresno
/11;A~✓ 7 1-1,-.;..:_--1-__,;____:=:..,__ __ _,..L__;:__,___ (I
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f,
FOR ACCOUNTING USE ONLY:
Fund :0001
Subclass : 10000
ORG : 34309999
20 Account: 7295
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ATTEST:
Bernice E . Seidel
Clerk of the Board of Supervisors
County of Fresno , State of California
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Exhibit A
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