HomeMy WebLinkAboutThe Permanente Medical Group Inc.-Physician Consultation Services_A-24-028.pdf COU`�� Y Count of Fresno Hall of Records,Room 301
2281 Tulare Street
Fresno,California
Board of Supervisors 93721-2198
1a56 O Telephone:(559)600-3529
Minute Order Toll Free: 1-800-742-1011
www.co.fresno.ca.us
January 9, 2024
Present: 5- Supervisor Steve Brandau, Chairman Nathan Magsig,Vice Chairman Buddy Mendes,
Supervisor Brian Pacheco,and Supervisor Sal Quintero
Agenda No. 40. Public Health File ID: 23-1216
Re: Under Administrative Policy No. 34 for competitive bids or requests for proposals(AP 34), determine
that an exception to the competitive bidding requirement under AP 34 is satisfied and a suspension of
competition is warranted due to unusual or extraordinary circumstances, and that the best interests of
the County would be served by entering into an Agreement with The Permanente Medical Group, as
this vendor is the employer of the physician currently providing Infectious and Communicable Disease,
and Tuberculosis Control consultation services to the County of Fresno;and approve and authorize the
Chairman to execute an Agreement with The Permanente Medical Group for Physician Consultation
Services, effective January 15, 2024, not to exceed five consecutive years, which includes a three-year
base contract and two optional one-year extensions,total not to exceed$793,440
APPROVED AS RECOMMENDED
Ayes: 5- Brandau, Magsig, Mendes, Pacheco,and Quintero
Agreement No.24-028
County of Fresno Page 40
co
`0 Board Agenda Item 40
O isSG O
FRE`'
DATE: January 9, 2024
TO: Board of Supervisors
SUBMITTED BY: David Luchini, RN, PHN, Director, Department of Public Health
SUBJECT: Agreement with The Permanente Medical Group
RECOMMENDED ACTION(S):
1. Under Administrative Policy No. 34 for competitive bids or requests for proposals (AP 34),
determine that an exception to the competitive bidding requirement under AP 34 is satisfied
and a suspension of competition is warranted due to unusual or extraordinary
circumstances, and that the best interests of the County would be served by entering into
an Agreement with The Permanente Medical Group, as this vendor is the employer of the
physician currently providing Infectious and Communicable Disease, and Tuberculosis
Control consultation services to the County of Fresno; and,
2. Approve and authorize the Chairman to execute an Agreement with The Permanente
Medical Group for Physician Consultation Services, effective January 15, 2024, not to
exceed five consecutive years,which includes a three-year base contract and two optional
one-year extensions, total not to exceed $793,440.
There is no Net County Cost associated with the recommended actions. Approval of the recommended
actions will allow for continued infectious and communicable disease physician consultation services to be
provided to the County of Fresno(County), which the County has obtained through The Permanente Medical
Group (TPMG)since January 14, 2021. This item is countywide.
ALTERNATIVE ACTION(S):
Should your Board not approve the recommended actions, the Department of Public Health (Department)
would not have the infectious and communicable disease consultation resources currently provided by the
TPMG-employed physician since January 14, 2021. This would impact the Department by limiting the
physician consultation services required in Fresno County, specifically for tuberculosis control (TB)and
other communicable and infectious disease.
SUSPENSION OF COMPETITION/SOLE SOURCE CONTRACT:
It is requested that the County find under AP No. 34 that an exception to the competitive bidding requirement
is satisfied, and a suspension of competition is warranted due to unusual or extraordinary circumstances,
as the TPMG physician has special expertise and expanded knowledge of TB, and infectious diseases and
treatments. The TPMG-employed physician was previously employed by Fresno County as a Public Health
Physician, where he provided consultation and treatment of TB cases, as well as medical consultation for
other communicable and infectious diseases. The Internal Services Department- Purchasing concurs with
the Department's assessment that this satisfies the exception to the competitive bidding process required
by AP 34.
County of Fresno page 1 File Number:23-1216
File Number:23-1216
FISCAL IMPACT:
There is no increase in Net County Cost associated with the recommended actions. The maximum cost
($793,440)for the full term of the recommend agreement will be fully offset by Health Realignment(67%)
and TB Clinic fees (3%), and Epidemiology and Lab Capacity for Infection Disease (ELC) Enhancing
Detection through Coronavirus Response and Relief(CRR)Supplemental Grant Funds (30%). The
proposed agreement with TPMG provides for physician consultation services to be paid at a set hourly rate
($174), not to exceed 76 hours per month, for an annual maximum compensation of$158,688 per contract
year. There are no outstanding invoices related to this agreement. Sufficient appropriations and estimated
revenues are included in the Department's Org 5620 FY 2023-24 Adopted Budget and will be included in
subsequent Department budget requests for the term of the agreement.
DISCUSSION:
On May 11, 2021 your Board ratified an Agreement with TPMG, providing for physician consultation services
to the Department. The physician support services were immediately required to provide assistance to the
Department in the County's response to the COVID-19 pandemic, communicable disease transmission and
medical diagnoses services, specifically for TB control. The Agreement was amended on January 4, 2022,
to extend the agreement term and increase the total compensation to allow continuation of the services
through January 14, 2024.
The proposed Agreement will continue the County's arrangement with TPMG to provide specialized
physician consultation services to the County. The physician continues to be employed by TPMG and the
County will reimburse the contractor for the physician's time and service to the Department. As a previously
employed public health physician of Fresno County, the physician is uniquely qualified in the understanding
and knowledge of infectious disease with a specialty in tuberculosis diagnosis, prevention, and treatment.
The recommended Agreement contains non-standard mutual indemnification and termination language,
allowing either party to terminate the agreement for breach, upon giving the other party a 30-day advance
written notice. It also includes non-standard self-dealing transaction language, identifying TPMG's board
members as physicians who are also employees, and who receive compensation and standard TPMG
physician employee benefits from TPMG. Approval of the recommended actions will allow the County to
reimburse TPMG for the physician's time spent in service to the County,for a monthly allowable maximum
of 76 hours per month. The Agreement is for a three-year base term with the option of two (2) 12-month
term extensions upon approval of the County and TPMG.
Approval of the recommended actions will provide for continued support to the Department's infectious
disease diagnosis and treatment efforts for Fresno County, in addition to providing support to other agencies
in the event of a future communicable disease outbreak.
REFERENCE MATERIAL:
BAI #28, January 4, 2022
BAI #40, May 11, 2021
ATTACHMENTS INCLUDED AND/OR ON FILE:
Suspension of Competition
On file with Clerk-Agreement with TPMG
CAO ANALYST:
Ronald Alexander
County of Fresno page 2 File Number:23-1216
[El Email Me]
Suspension of Competition Acquisition Request Double click!
�'RL•S
1. Fully describe the product(s)and/or service(s) being requested.
Physican consultation services needed to support the Department of Public Health programs, specifically in the areas
of infectious and communicable diseases with a specialty in tuberculosis diagnosis, prevention, and treatment.
2. Identify the selected vendor and contact person; include the address, phone number and e-mail address for each.
The Permanente Medical Group, Inc., (TPMG)whose address is 1950 Franklin Street, Oakland, CA 94612
Contact: Chella A. Figueroa-Cuison (Chella.Figueroa@kp.org)
3. What is the total cost of the acquisition? If an agreement, state the total cost of the initial term and the amounts for
potential renewal terms.
Initial three (3)year term agreement with the option to extend for two (2) additional twelve month periods (January 15,
2024 through January 14, 2029), $158,688.00 annually for a total max. compensation of$793,440.00.
4. Identify the unique qualities and/or capabilities of the service(s)and/or product(s)that qualify this as a Suspension of
Competition acquisition.
The TPMG physician currently providing the specialty physician consultation services, was a previous Public Health
Physician and is uniquely qualified in his understanding and knowledge of infectious disease with a specialty in
tuberculosis diagnosis, prevention and treatment. The physician has been providing the required services to
County's Department of Public Health since January 15, 2021, to address the Department's Communicable
Disease services, including medical diagnoses, communicable diseases and related medical policies and
procedures.
5. Identify from Administrative Policy#34 what circumstances constitute a Suspension of Competition.
❑ In an emergency when goods or services are immediately necessary for the preservation of the public health,welfare,or safety,or for the
protection of County property.
❑When the contract is with a federal,state,or local governmental agency.
❑When the department head,with the concurrence of the Purchasing Agent,finds that the cost of preparing and administering a competitive
bidding process in a particular case will equal or exceed the estimated contract amount or$5,000 whichever is more.
❑When a contract provides only for payment of per diem and travel expenses and there is to be no payment for services rendered.
❑When obtaining the services of expert witnesses for litigation or special counsel to assist the County.
®When in unusual or extraordinary circumstances,the Board of Supervisors or the Purchasing Agent/Purchasing Manager determines that
the best interests of the County would be served by not securing competitive bids or issuing a request for proposal.
6. Explain why the unique qualities and/or capabilities described above are essential to your department.
Considering the County's challenges with recruitment and retaining of Public Health Physicians, this agreement would
allow the Department(County)to retain the services of the existing TPMG Physician identified as uniquely qualified to
provide continued and uninterrupted services through a contract with TPMG. The Department of Public Health
considers the physician's willingness to continue to provide services to the County's Chest Disease Services Clinic
and his expertise and knowledge in the area of infectious disease and treatment, to be especially advantageous and
in the best interest of the County.
7. Provide a comprehensive explanation of the research done to verify that the recommended vendor is the only vendor
with the unique qualities and/or capabilities stated above. Include a list of all other vendors contacted, what they were
asked, and their responses.
No other vendors have been contacted, as the TPMG physician was a previous Public Health Physician with
expertise and expanded knowledge of infectious disease and treatments, and is willing to continue to provide his
expertise to the County's Chest Disease Services Clinic. TPMG is also willing to continue this partnership with
the County of Fresno by allowing the physician to provide the services required by the County.
rbynum 10/19/2023 2:55:36 PM Sr. Staff Analyst [a Sign] Double click!
Requested By: Title
I approve this request to suspend competition for the service(s) and/or product(s) identified herein.
dluchini 10/19/2023 5:48:32 PM [a Sign] Double click!
Department Head Signature
E-PD-048 (Rev 07/2021)
mvilanova 11/6/2023 2:14:21 PM [a Sign] Doublecuck(
Purchasing Manager Signature
E-PD-048 (Rev 07/2021)
Agreement No. 24-028
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated January 9, 2024 and is between The
3 Permanente Medical Group, Inc., a California professional medical corporation, whose
4 address is 1950 Franklin Street, Oakland, CA 94612 (hereinafter"Contractor"), and the
5 County of Fresno, a political subdivision of the State of California ("County"). Hereinafter, the
6 Contractor and County may also be referred to as Party or Parties within this Agreement.
7 Recitals
8 A. County and Contractor entered into Service Agreement No. D-21-017, dated January 15,
9 2021, and was ratified by the Fresno County Board of Supervisors on May 11, 2021, pursuant to
10 which Contractor agreed to make available Samer AI-Saghbini, MD, a physician employed by
11 the Contractor (hereinafter"Physician"), to provide Physician Consultation Services to Fresno
12 County; and,
13 B. County and Contractor entered into First Amendment No. A-22-012 to Service
14 Agreement No. D-21-017, dated January 4, 2022, to extend the original contract term through
15 January 14, 2024 and increase compensation; and,
16 C. County continues to require the physician consultation services provided by the current
17 Physician, who has extensive communicable disease and medical diagnoses experience; and,
18 D. Due to the continued difficulty in recruiting and retaining qualified and experienced
19 physicians in the field of communicable diseases, specifically pertaining to tuberculosis control,
20 the County has determined it is appropriate and essential to suspend the competitive bid
21 process to continue receiving the current Physician's services and consultation expertise the
22 through Contractor, with an effective date of January 15, 2024.
23 The parties therefore agree as follows:
24 Article 1
25 Contractor's Services
26 1.1 Scope of Services. The Contractor shall make available Contractor's Physician to
27 Fresno County to perform all services described in Exhibit A, attached hereto and incorporated
28 herein by reference to this Agreement, titled "Scope of Services."
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1 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
2 able to perform all services provided in this Agreement.
3 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
4 applicable federal, state, and local laws and regulations in the performance of its obligations
5 under this Agreement, including but not limited to workers compensation, labor, and
6 confidentiality laws and regulations.
7 Article 2
8 County's Responsibilities
9 2.1 The County shall coordinate with the Contractor to utilize Contractor's Physician to
10 provide all services described in Exhibit A to this Agreement.
11 Article 3
12 Compensation, Invoices, and Payments
13 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
14 the performance of the Physician's services under this Agreement as described in Exhibit B to
15 this Agreement, titled "Compensation."
16 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
17 under this Agreement is Seven Hundred and Ninety-Three Thousand, Four Hundred and Forty
18 Dollars and 00/100 ($793,440.00), commencing as of the Agreement effective date, for the
19 entire term of the Agreement including any extensions set forth by section 4.2 of this
20 Agreement. Four Hundred Seventy-Six Thousand, Sixty-Four Dollars and 00/100 ($476,064.00)
21 is the maximum compensation for the initial three-year term of the Agreement, with One
22 Hundred and Fifty-Eight Thousand, Six Hundred and Eighty-Eight Dollars and 00/100
23 ($158,688.00) as the maximum compensation for each of the two (2) optional twelve-month
24 extension periods of the Agreement. The Contractor acknowledges that the County is a local
25 government entity and does so with notice that the County's powers are limited by the California
26 Constitution and by State law, and with notice that the Contractor may receive compensation
27 under this Agreement only for services performed according to the terms of this Agreement and
28 while this Agreement is in effect, and subject to the maximum amount payable under this
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1 section. The Contractor further acknowledges that County employees have no authority to pay
2 the Contractor except as expressly provided in this Agreement.
3 3.3 Invoices. The Contractor shall submit monthly invoices by email to the Department
4 of Public Health Business Office/Accounts Payable (dphboap(a)fresnocountyca.gov) and to the
5 attention of the DPH Contracts Senior Staff Analyst (dphinvoice(c-Dfresnocountyca.gov). The
6 Contractor shall submit each invoice within 60 days after the month in which the Contractor's
7 Physician performs services and in any case within 60 days after the end of the term or
8 termination of this Agreement.
9 3.4 Payment. The County shall pay each correctly completed and timely submitted
10 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
11 address specified in the invoice.
12 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
13 expenses that are not specified as payable by the County under this Agreement.
14 Article 4
15 Term of Agreement
16 4.1 Term. This Agreement is effective on January 15, 2024, and terminates on January
17 14, 2027, except as provided in section 4.2, "Extension," or Article 6, "Termination and
18 Suspension," below.
19 4.2 Extension. The term of this Agreement may be extended for no more than two, one-
20 year periods only upon written approval of both parties at least 30 days before the first day of
21 the next one-year extension period. The Department of Public Health Director or his or her
22 designee is authorized to sign the written approval on behalf of the County based on the
23 Contractor's satisfactory performance. The extension of this Agreement by the County is not a
24 waiver or compromise of any default or breach of this Agreement by the Contractor existing at
25 the time of the extension whether or not known to the County.
26
27
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1 Article 5
2 Notices
3 5.1 Contact Information. The persons and their addresses having authority to give and
4 receive notices provided for or permitted under this Agreement include the following:
5
For the County:
6 Director, Department of Public Health
County of Fresno
7 P.O. Box 11867
Fresno, CA 93775
8 DPHContracts@fresnocountyca.gov
9 For the Contractor:
Medical Services Contracting
10 Attn: Administrator
P.O. Box 23380
11 Oakland, CA 94623-2338
mscprovcontractinbox@kp.org
12
13 5.2 Change of Contact Information. Either party may change the information in section
14 5.1 by giving notice as provided in section 5.3.
15 5.3 Method of Delivery. Each notice between the County and the Contractor provided
16 for or permitted under this Agreement must be in writing, state that it is a notice provided under
17 this Agreement, and be delivered either by personal service, by first-class United States mail, by
18 an overnight commercial courier service, by telephonic facsimile transmission, or by Portable
19 Document Format (PDF) document attached to an email.
20 (A) A notice delivered by personal service is effective upon service to the recipient.
21 (B) A notice delivered by first-class United States mail is effective three County
22 business days after deposit in the United States mail, postage prepaid, addressed to the
23 recipient.
24 (C)A notice delivered by an overnight commercial courier service is effective one
25 County business day after deposit with the overnight commercial courier service,
26 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
27 the recipient.
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1 (D)A notice delivered by telephonic facsimile transmission or by PDF document
2 attached to an email is effective when transmission to the recipient is completed (but, if
3 such transmission is completed outside of County business hours, then such delivery is
4 deemed to be effective at the next beginning of a County business day), provided that
5 the sender maintains a machine record of the completed transmission.
6 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
7 nothing in this Agreement establishes, waives, or modifies any claims presentation
8 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
9 of Title 1 of the Government Code, beginning with section 810).
10 Article 6
11 Termination and Suspension
12 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
13 contingent on the approval of funds by the appropriating government agency. If sufficient funds
14 are not allocated, then the County, upon at least 30 days' advance written notice to the
15 Contractor, may:
16 (A) Modify the services provided by the Contractor under this Agreement; or
17 (B) Terminate this Agreement.
18 6.2 Termination for Breach.
19 (A) Upon determining that a breach (as defined in paragraph (C) below) has
20 occurred, the either Party may give written notice of the breach to the other Party. The
21 written notice may suspend performance under this Agreement, and must provide at
22 least 30 days for the other Party to cure the breach.
23 (B) If the either Party fails to cure the breach to the other Party's satisfaction within
24 the time stated in the written notice, either Party may terminate this Agreement
25 immediately.
26 (C) For purposes of this section, a breach occurs when, in the determination of either
27 Party, the other Party has:
28 (1) Obtained or used funds illegally or improperly;
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1 (2) Failed to comply with any part of this Agreement;
2 (3) Submitted a substantially incorrect or incomplete report to the other Party; or
3 (4) Improperly performed any of its obligations under this Agreement.
4 6.3 Termination without Cause. In circumstances other than those set forth above,
5 either Party may terminate this Agreement by giving at least 30 days advance written notice to
6 the other Party.
7 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
8 under this Article 6 is without penalty to or further obligation of the County.
9 6.5 County's Rights upon Termination. Upon termination for breach under this Article
10 6, the County may demand repayment by the Contractor of any monies disbursed to the
11 Contractor under this Agreement that, in the County's sole judgment, were not expended in
12 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
13 demand. This section survives the termination of this Agreement.
14 Article 7
15 Funding Source
16 7.1 Services Funding Source. Funding for these services is partially provided by the
17 Epidemiology and Lab Capacity for Infection Disease (ELC) Enhancing Detection through
18 Coronavirus Response and Relief(CRR) Supplemental Funds (CFDA 93.323), and/or other
19 applicable funding made available through legislation or other program specific funds.
20 Additional federal, state, or local funding may be made available.
21 Article 8
22 Federal Funding Terms and Conditions
23 8.1 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary
24 Exclusion-Lower Tier Covered Transactions.
25 (A) County and Contractor recognize that Contractor is a recipient of Federal funds
26 under the terms of this Agreement. By signing this Agreement, Contractor agrees to
27 comply with applicable Federal suspension and debarment regulations, including but not
28 limited to: 7 CFR 3016.35, 29 CFR 97.35, 45 CFR 92.35, and Executive Order 12549.
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1 By signing this Agreement, Contractor attests to the best of its knowledge and belief,
2 that it and its principals:
3 (1) Are not presently debarred, suspended, proposed for debarment, declared
4 ineligible, or voluntarily excluded by any Federal department or agency; and
5 (2) Shall not knowingly enter into any covered transaction with an entity or
6 person who is proposed for debarment under Federal regulations, debarred,
7 suspended, declared ineligible, or voluntarily excluded from participation in
8 such transaction.
9 (B) Contractor shall provide immediate written notice to County if at during any time
10 during the term of this Agreement Contractor learns that the representations it makes
11 above were erroneous when made or have become erroneous by reason of changed
12 circumstances.
13 (C) Contractor shall include a clause titled, "Certification Regarding Debarment,
14 Suspension, Ineligibility, and Voluntary Exclusion— Lower Tier Covered Transactions"
15 and similar in nature to this paragraph in all lower tier covered transactions and it all
16 solicitations for lower tier covered transactions.
17 (D) Contractor shall, prior to soliciting or purchasing goods and services in excess of
18 $25,000 funded by this Agreement, review and retain the proposed vendor's suspension
19 and debarment status at https:Hsam.gov/SAM/.
20 8.2 Property of County. Contractor agrees to take reasonable and prudent steps to
21 ensure the security of any and all said hardware and software provided to it by County under
22 this Agreement, to maintain replacement-value insurance coverages on said hardware and
23 software of like kind and quality approved by County.
24 All purchases over Five Thousand Dollars ($5,000) made during the life of this Agreement
25 that will outlive the life of this Agreement shall be identified as fixed assets with an assigned
26 Fresno County Department of Public Health (DPH) Accounting Inventory Number. These fixed
27 assets shall be retained by County, as County property, in the event this Agreement is
28 terminated or upon expiration of this Agreement. Contractor agrees to participate in an annual
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1 inventory of all County fixed assets and shall be physically present when fixed assets are
2 returned to County possession at the termination or expiration of this Agreement. Contractor is
3 responsible for returning to County all County owned fixed assets upon the expiration or
4 termination of this Agreement.
5 8.3 Prohibition on Publicity. None of the funds, materials, property or services
6 provided directly or indirectly under this Agreement shall be used for Contractor's advertising,
7 fundraising, or publicity (i.e., purchasing of tickets/tables, silent auction donations, etc.) for the
8 purpose of self-promotion. Notwithstanding the above, publicity of the services described in
9 Paragraph One (1) of this Agreement shall be allowed as necessary to raise public awareness
10 about the availability of such specific services when approved in advance by the County's DPH
11 Director or designee for such items as written/printed materials, the use of media (i.e., radio,
12 television, newspapers) and any other related expense(s).
13 8.4 Conflict of Interest. No officer, employee or agent of the County who exercises any
14 function or responsibility for planning and carrying out of the services provided under this
15 Agreement shall have any direct or indirect personal financial interest in this Agreement. In
16 addition, no employee of the County shall be employed by the Contractor under this Agreement
17 to fulfill any contractual obligations with the County. Contractor shall comply with all Federal,
18 State of California and local conflict of interest laws, statutes and regulations, which shall be
19 applicable to all parties and beneficiaries under this Agreement and any officer, employee or
20 agent of the County.
21 8.5 Change of Leadership/Management. In the event of any change in the status of
22 Contractor's leadership or management, Contractor shall provide written notice to County within
23 thirty (30) days from the date of change. Such notification shall include any new leader or
24 manager's name, address and qualifications. "Leadership or management" shall include any
25 employee, member, or owner of Contractor who either a) directs individuals providing services
26 pursuant to this Agreement, b) exercises control over the manner in which services are
27 provided, or c) has authority over Contractor's finances.
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1 8.6 Lobbying Activity. None of the funds provided under this Agreement shall be used
2 for publicity, lobbying or propaganda purposes designed to support or defeat legislation pending
3 in the Congress of the United States of America or the Legislature of the State of California.
4 8.7 State Energy Conservation. Contractor must comply with the mandatory standards
5 and policies relating to energy efficiency, which are contained in the State Energy Conservation
6 Plan issued in compliance with 42 United States (US) Code sections 6321, et. seq.
7 8.8 Clean Air and Water. In the event the funding under this Agreement exceeds One
8 Hundred Fifty Thousand and No/100 Dollars ($150,000), Contractor shall comply with all
9 applicable standards, orders or requirements issued under the Clean Air Act contained in 42
10 U.S. Code 7601 et seq; the Clean Water Act contained in U.S. Code 1368 et seq.; and any
11 standards, laws and regulations, promulgated thereunder. Under these laws and regulations,
12 CONTRACTOR shall assure:
13 (A) No facility shall be utilized in the performance of the Agreement that has been
14 listed on the Environmental Protection Agency (EPA) list of Violating Facilities;
15 (B) County shall be notified prior to execution of this Agreement of the receipt of any
16 communication from the Director, Office of Federal Activities, U.S. EPA indicating that a
17 facility to be utilized in the performance of this Agreement is under consideration to be
18 listed on the EPA list of Violating Facilities;
19 (C) County and U.S. EPA shall be notified about any known violation of the above
20 laws and regulations; and,
21 (D)This assurance shall be included in every nonexempt subgrant, contract, or
22 subcontract.
23 8.9 Audits and Inspections. The Contractor shall at any time during business hours,
24 and as often as the County may deem necessary, make available to the County for examination
25 all of its records and data with respect to the matters covered by this Agreement. The
26 Contractor shall, upon request by the County, permit the County to audit and inspect all of such
27 records and data necessary to ensure Contractor's compliance with the terms of this
28 Agreement.
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1 If this Agreement exceeds ten thousand dollars ($10,000.00), Contractor shall be subject to
2 the examination and audit of the California State Auditor for a period of three (3) years after final
3 payment under contract (Government Code Section 8546.7).
4 In addition, Contractor shall cooperate and participate with County's fiscal review process
5 and comply with all final determinations rendered by the County's fiscal review process. If
6 County reaches an adverse decision regarding Contractor's services to consumers, it may result
7 in the disallowance of payment for services rendered; or in additional controls to the delivery of
8 services, or in the termination of this Agreement, at the discretion of County's DPH Director or
9 designee. If as a result of County's fiscal review process a disallowance is discovered due to
10 Contractor's deficiency, Contractor shall be financially liable for the amount previously paid by
11 County to Contractor and this disallowance will be adjusted from Contractor's future payments,
12 at the discretion of County's DPH Director or designee. In addition, County shall have the sole
13 discretion in the determination of fiscal review outcomes, decisions and actions.
14 8.10 Single Audit Clause.
15 (A) If Contractor expends Seven Hundred Fifty Thousand Dollars ($750,000) or more
16 Federal and Federal flow-through monies, Contractor agrees to conduct an annual audit
17 in accordance with the requirements of the Single Audit Standards as set forth in Office
18 of Management and Budget (OMB) Title 2 of the Code of Federal Regulations, Chapter
19 II, Part 200. Contractor shall submit said audit and management letter to County. The
20 audit must include a statement of findings or a statement that there were no findings. If
21 there were negative findings, Contractor must include a corrective action plan signed by
22 an authorized individual. Contractor agrees to take action to correct any material non-
23 compliance or weakness found as a result of such audit. Such audit shall be delivered
24 to County's DPH Administration for review within nine (9) months of the end of any fiscal
25 year in which funds were expended and/or received for the program. Failure to perform
26 the requisite audit functions as required by this Agreement may result in County
27 performing the necessary audit tasks, or at the County's option, contracting with a public
28
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1 accountant to perform said audit, or, may result in the inability of County to enter into
2 future agreements with the Contractor.
3 (B) A single audit report is not applicable if all Contractor's Federal contracts do not
4 exceed the Seven Hundred Fifty Thousand Dollars ($750,000) requirement or
5 Contractor's federal funding is through Drug Medi-Cal.
6 Article 9
7 Confidentiality
8 9.1 Confidentiality. All services performed by the Contractor under this Agreement
9 shall be in strict conformance with all applicable Federal, State of California and/or local laws
10 and regulations relating to confidentiality.
11 9.2 Health Insurance Portability and Accountability Act (HIPAA): In addition,
12 County and Contractor each consider and represent themselves as covered entities as defined
13 by the U.S. Health Insurance Portability and Accountability Act of 1996, Public Law 104-191
14 (HIPAA) and agree to use and disclose Protected Health Information (PHI) as required by law.
15 County and Contractor acknowledge that the exchange of PHI between them is only for
16 treatment, payment, and health care operations.
17 County and Contractor intend to protect the privacy and provide for the security of PHI
18 pursuant to the Agreement in compliance with HIPAA, the Health Information Technology for
19 Economic and Clinical Health Act, Public Law 111-005 (HITECH), and regulations promulgated
20 thereunder by the U.S. Department of Health and Human Services (HIPAA Regulations) and
21 other applicable laws.
22 As part of the HIPAA Regulations, the Privacy Rule and the Security Rule require Contractor
23 to enter into a contract containing specific requirements prior to the disclosure of PHI, as set
24 forth in, but not limited to, Title 45, Sections 164.314(a), 164.502(e) and 164.504(e) of the Code
25 of Federal Regulations
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1 Article 10
2 Independent Contractor
3 10.1 Status. In performing under this Agreement, the Contractor, including its officers,
4 agents, employees, and volunteers, is at all times acting and performing as an independent
5 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
6 venturer, partner, or associate of the County.
7 10.2 Verifying Performance. The County has no right to control, supervise, or direct the
8 manner or method of the Contractor's performance under this Agreement, but the County may
9 verify that the Contractor is performing according to the terms of this Agreement.
10 10.3 Benefits. Because of its status as an independent contractor, the Contractor has no
11 right to employment rights or benefits available to County employees. The Contractor is solely
12 responsible for providing to its own employees all employee benefits required by law. The
13 Contractor shall save the County harmless from all matters relating to the payment of
14 Contractor's employees, including compliance with Social Security withholding and all related
15 regulations.
16 10.4 Services to Others. The parties acknowledge that, during the term of this
17 Agreement, the Contractor may provide services to others unrelated to the County.
18 Article 11
19 Indemnity and Defense
20 11.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
21 County (including its officers, agents, employees, and volunteers) against all claims, demands,
22 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
23 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
24 the performance or failure to perform by the Contractor (or any of its officers, agents,
25 subcontractors, or employees) under this Agreement. The County may conduct or participate in
26 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
27 defend the County.
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1 The County shall indemnify and hold harmless and defend the Contractor (including its
2 officers, agents, employees, and volunteers) against all claims, demands, injuries, damages,
3 costs, expenses (including attorney fees and costs), fines, penalties, and liability of any kinds to
4 the Contractor, the County, or any third party that arise from or relate to the performance or
5 failure to perform by the County (or any of its officers, agents, subcontractors, or employees)
6 under this Agreement. The Contractor may conduct or participate in its own defense without
7 affecting the County's obligation to indemnify and hold harmless or defend the Contractor.
8 11.2 Survival. This Article 11 survives the termination of this Agreement.
9 Article 12
10 Insurance
11 12.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
12 Agreement.
13 Article 13
14 Inspections, Audits, and Public Records
15 13.1 Inspection of Documents. The Contractor shall make available to the County, and
16 the County may examine at any time during business hours and as often as the County deems
17 necessary, all of the Contractor's records and data with respect to the matters covered by this
18 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
19 request by the County, permit the County to audit and inspect all of such records and data to
20 ensure the Contractor's compliance with the terms of this Agreement.
21 13.2 State Audit Requirements. If the compensation to be paid by the County under this
22 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
23 California State Auditor, as provided in Government Code section 8546.7, for a period of three
24 years after final payment under this Agreement. This section survives the termination of this
25 Agreement. Additional Federal audit requirements may apply if any portion of the compensation
26 to be paid by the County under this Agreement is also provided by Federal funding.
27 13.3 Public Records. The County is not limited in any manner with respect to its public
28 disclosure of this Agreement or any record or data that the Contractor may provide to the
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1 County. The County's public disclosure of this Agreement or any record or data that the
2 Contractor may provide to the County may include but is not limited to the following:
3 (A) The County may voluntarily, or upon request by any member of the public or
4 governmental agency, disclose this Agreement to the public or such governmental
5 agency.
6 (B) The County may voluntarily, or upon request by any member of the public or
7 governmental agency, disclose to the public or such governmental agency any record or
8 data that the Contractor may provide to the County, unless such disclosure is prohibited
9 by court order.
10 (C)This Agreement, and any record or data that the Contractor may provide to the
11 County, is subject to public disclosure under the Ralph M. Brown Act (California
12 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
13 (D)This Agreement, and any record or data that the Contractor may provide to the
14 County, is subject to public disclosure as a public record under the California Public
15 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
16 with section 6250) ("CPRA").
17 (E) This Agreement, and any record or data that the Contractor may provide to the
18 County, is subject to public disclosure as information concerning the conduct of the
19 people's business of the State of California under California Constitution, Article 1,
20 section 3, subdivision (b).
21 (F) Any marking of confidentiality or restricted access upon or otherwise made with
22 respect to any record or data that the Contractor may provide to the County shall be
23 disregarded and have no effect on the County's right or duty to disclose to the public or
24 governmental agency any such record or data.
25 13.4 Public Records Act Requests. If the County receives a written or oral request
26 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
27 and which the County has a right, under any provision of this Agreement or applicable law, to
28 possess or control, then the County may demand, in writing, that the Contractor deliver to the
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1 County, for purposes of public disclosure, the requested records that may be in the possession
2 or control of the Contractor. Within five business days after the County's demand, the
3 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
4 possession or control, together with a written statement that the Contractor, after conducting a
5 diligent search, has produced all requested records that are in the Contractor's possession or
6 control, or (b) provide to the County a written statement that the Contractor, after conducting a
7 diligent search, does not possess or control any of the requested records. The Contractor shall
8 cooperate with the County with respect to any County demand for such records. If the
9 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
10 CPRA or other applicable law, it must deliver the record or data to the County and assert the
11 exemption by citation to specific legal authority within the written statement that it provides to
12 the County under this section. The Contractor's assertion of any exemption from disclosure is
13 not binding on the County, but the County will give at least 10 days' advance written notice to
14 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
15 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
16 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
17 failure to produce any such records, or failure to cooperate with the County with respect to any
18 County demand for any such records.
19 Article 14
20 Disclosure of Self-Dealing Transactions
21 14.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
22 or changes its status to operate as a corporation. As a professional medical corporation, all of
23 the Contractor's Board Members necessarily are physicians who are also employees of the
24 Contractor and who receive compensation and normal physician employee benefits from the
25 Contractor. None of this compensation or benefits is conditioned on or affected by any
26 relationship with the County of Fresno.
27 14.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
28 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
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1 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to
2 the County before commencing the transaction or immediately after.
3 14.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
4 a party and in which one or more of its directors, as an individual, has a material financial
5 interest.
6 Article 15
7 General Terms
8 15.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
9 Agreement may not be modified, and no waiver is effective, except by written agreement signed
10 by both parties. The Contractor acknowledges that County employees have no authority to
11 modify this Agreement except as expressly provided in this Agreement.
12 15.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
13 under this Agreement without the prior written consent of the other party.
14 15.3 Governing Law. The laws of the State of California govern all matters arising from
15 or related to this Agreement.
16 15.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
17 County, California. Contractor consents to California jurisdiction for actions arising from or
18 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
19 brought and maintained in Fresno County.
20 15.5 Construction. The final form of this Agreement is the result of the parties' combined
21 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
22 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
23 against either party.
24 15.6 Days. Unless otherwise specified, "days" means calendar days.
25 15.7 Headings. The headings and section titles in this Agreement are for convenience
26 only and are not part of this Agreement.
27 15.8 Severability. If anything in this Agreement is found by a court of competent
28 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
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1 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
2 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
3 intent.
4 15.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
5 not unlawfully discriminate against any employee or applicant for employment, or recipient of
6 services, because of race, religious creed, color, national origin, ancestry, physical disability,
7 mental disability, medical condition, genetic information, marital status, sex, gender, gender
8 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
9 all applicable State of California and federal statutes and regulation.
10 15.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
11 of the Contractor under this Agreement on any one or more occasions is not a waiver of
12 performance of any continuing or other obligation of the Contractor and does not prohibit
13 enforcement by the County of any obligation on any other occasion.
14 15.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
15 between the Contractor and the County with respect to the subject matter of this Agreement,
16 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
17 publications, and understandings of any nature unless those things are expressly included in
18 this Agreement. If there is any inconsistency between the terms of this Agreement without its
19 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
20 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
21 exhibits.
22 15.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
23 create any rights or obligations for any person or entity except for the parties.
24 15.13 Authorized Signature. The Contractor represents and warrants to the County that:
25 (A) The Contractor is duly authorized and empowered to sign and perform its
26 obligations under this Agreement.
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1 (B) The individual signing this Agreement on behalf of the Contractor is duly
2 authorized to do so and his or her signature on this Agreement legally binds the
3 Contractor to the terms of this Agreement.
4 15.14 Electronic Signatures. The parties agree that this Agreement may be executed by
5 electronic signature as provided in this section.
6 (A) An "electronic signature" means any symbol or process intended by an individual
7 signing this Agreement to represent their signature, including but not limited to (1) a
8 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
9 electronically scanned and transmitted (for example by PDF document) version of an
10 original handwritten signature.
11 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
12 equivalent to a valid original handwritten signature of the person signing this Agreement
13 for all purposes, including but not limited to evidentiary proof in any administrative or
14 judicial proceeding, and (2) has the same force and effect as the valid original
15 handwritten signature of that person.
16 (C)The provisions of this section satisfy the requirements of Civil Code section
17 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
18 Part 2, Title 2.5, beginning with section 1633.1).
19 (D) Each party using a digital signature represents that it has undertaken and
20 satisfied the requirements of Government Code section 16.5, subdivision (a),
21 paragraphs (1) through (5), and agrees that each other party may rely upon that
22 representation.
23 (E) This Agreement is not conditioned upon the parties conducting the transactions
24 under it by electronic means and either party may sign this Agreement with an original
25 handwritten signature.
26 15.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
27 original, and all of which together constitute this Agreement.
28 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
THE PERMANENTE MEDICAL GROUP, COUNTY OF FRESNO
3 INC. (Contractor)
4 E--(Signed: 12/10/2023 10:500 PM
PST
5
shle: Physician
Chieorg Nathan Ma si Chairman of the Board of
Title: Physician In Chief 9 g,
7 IP: 153.116.14o.16z a Supervisors of the County of Fresno
DocID: 20231208124017920
8 Attest:
Bernice E. Seidel
g Clerk of the Board of Supervisors
County of Fresno, State of California
10
11
Mailing Address:
12 Medical Services Contracting
P.O. Box 23380 By:
13 Oakland, CA 94623-2338 Deputy
Attn: Administrator
14
15
16
17 FOR ACCOUNTING USE ONLY:
18 Org No.: 56201650 & 56201019
Account No.: 7295
19 Fund No.: 0001
Subclass No.: 10000
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1208124017920
Sertiri Electr is Signature
Exhibit A
1 Scope of Services
2 The County and Contractor agree that Physician will be utilized by the County to provide
3 the following physician consultation services:
4 A. Medical direction and treatment of patients with tuberculosis, syphilis, and other
5 communicable diseases.
6 B. Medical direction and assistance to the Department of Public Health pertaining to
7 communicable disease issues, including communicable disease outbreaks.
8 C. Perform duties as the Tuberculosis Controller for Fresno County.
9 D. Direct services will be scheduled to be provided on site, in coordination with and at
10 the direction of the clinical supervisor.
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Exhibit B
1 Billing Procedure and Compensation Schedule
2 Contractor will be compensated for performance of its services under this Agreement as
3 provided in this Exhibit B. Contractor is not entitled to any compensation except as expressly
4 provided in this Exhibit B.
5 A. Contractor through Physician shall provide services on an as requested basis by
County.
6
7 B. County shall pay Contractor in exchange for making Physician available to perform
the services described in the Agreement and in Exhibit A at the rate of One
8 Hundred Seventy-Four Dollars ($174.00) per hour, that shall not exceed seventy-
six (76) hours per month.
9
C. Contractor shall invoice County on a monthly basis and send invoices to:
10
County of Fresno
11 Department of Public Health Business Office/Accounts Payable
12 P.O. Box 11867
Fresno, CA 93775
13 Or electronically to email address —dph boa p(afresnocountVca.gov and
14 dphinvoice(a.fresnocounty.gov
15 D. County shall remit payment, along with a copy of the invoice, to:
16 By US Mail: The Permanente Medical Group Inc.
17 PO Box 745768
Los Angeles, CA 90074-5768
18
By Courier: Bank of America Lockbox Services
19 Lockbox 745768
2706 Media Center Drive
20 Los Angeles, CA 90065
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Exhibit C
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions
that they are a party to while providing goods, performing services, or both for the County. A
self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used for purposes of completing this disclosure form.
Instructions
(1) Enter board member's name,job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
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Exhibit C
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a
party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code § 5233 (a)
(5) Authorized Signature
Signature: Date:
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Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Professional Liability. Professional liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
Dollars ($3,000,000). If this is a claims-made policy, then (1) the retroactive date must
be prior to the date on which services began under this Agreement; (2)the Contractor
shall maintain the policy and provide to the County annual evidence of insurance for not
less than five years after completion of services under this Agreement; and (3) if the
policy is canceled or not renewed, and not replaced with another claims-made policy
with a retroactive date prior to the date on which services begin under this Agreement,
then the Contractor shall purchase extended reporting coverage on its claims-made
policy for a minimum of five years after completion of services under this Agreement.
(F) Molestation Liability. Sexual abuse/ molestation liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence, with an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
(G)Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The
cyber liability policy must be endorsed to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited to
information or data) that is in the care, custody, or control of the Contractor.
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Exhibit D
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breach, which may include Disclosure of Personal Information to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under Exhibit A
of this Agreement; (iv) system failure; (v) data recovery; (vi)failure to timely disclose
data breach or Security Breach; (vii)failure to comply with privacy policy; (viii) payment
card liabilities and costs; (ix) infringement of intellectual property, including but not
limited to infringement of copyright, trademark, and trade dress; (x) invasion of privacy,
including release of private information; (xi) information theft; (xii) damage to or
destruction or alteration of electronic information; (xiii) cyber extortion; (xiv) extortion
related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; (xv)fraudulent instruction; (xvi) funds
transfer fraud; (xvii) telephone fraud; (xviii) network security; (xix) data breach response
costs, including Security Breach response costs; (xx) regulatory fines and penalties
related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; and (xxi) credit monitoring expenses.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County of Fresno, Department of Public Health, P.O.
Box 11867, Fresno, CA 93775, Attention: Contracts Section —61h Floor, or email,
DPHContracts@fresnocountyca.gov, certificates of insurance and endorsements for all
of the coverages required under this Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(iv) The professional liability insurance certificate, if it is a claims-made policy, must
also state the retroactive date of the policy, which must be prior to the date on
which services began under this Agreement.
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Exhibit D
(v) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited
to information or data) that is in the care, custody, or control of the Contractor.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
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