HomeMy WebLinkAboutAgreement A-24-014 Master Agreement for Coroner Services.pdf Agreement No. 24-014
1 MASTER SERVICE AGREEMENT
2 This Master Service Agreement ("Agreement") is dated January 9, 2024
3 ("Effective Date") by and between the County of Fresno, a political subdivision of the State of
4 California, hereinafter referred to as "County", and each contractor (each a "Contractor" and
5 collectively the "Contractors") listed in Exhibit A to this Agreement, which is attached and
6 incorporated by this reference.
7 Recitals
8 A. County desires to enter into an agreement with each Contractor listed in Exhibit A for
9 Postmortem Autopsies and External Examinations in accordance with the terms of this
10 Agreement, and Exhibit "A."
11 B. On February 21, 2023, the Sheriff-Coroner-Public Administrator's Office contracted with
12 Forensic Medicine & Pathology (Thomas L. Bennett, MD) through Purchasing Agreement#P-
13 23-070 from March 1, 2023 through May 31, 2025, with two optional one-year extensions, total
14 not to exceed $190,000 (referred to in this Agreement as the "Bennett Purchasing Agreement").
15 C. On December 13, 2022, the Sheriff-Coroner-Public Administrator's Office contracted
16 with Dr. Christopher Bradley Happy through Board Agreement No. 22-562 from December 13,
17 2022, through May 31, 2025, with two optional one-year renewal periods, for the maximum
18 amount of$600,000 (referred to in this Agreement as the "Happy Board Agreement").
19 D. It is the intent of the County and the Contractors that this Agreement shall supersede
20 and replace the Bennett Purchasing Agreement and the Happy Board Agreement, and that
21 following the effective date of this Agreement, those agreements shall be replaced with this
22 Agreement, and shall be of no further force and effect.
23 Now, therefore, in consideration of the mutual covenants, terms and conditions
24 contained in this Agreement, the parties agree that the Bennett Purchasing Agreement, and the
25 Happy Board Agreement shall be superseded and replaced in their entirety by this this
26 Agreement, and the parties therefore agree as follows:
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1 Article 1
2 Each Contractor's Services
3 1.1 Scope of Services. Each Contractor shall perform all of the services provided in
4 Exhibit A to this Agreement, titled "Exhibit A."
5 1.2 Each Contractor acknowledges their understanding and agrees that inclusion on
6 Attachment A does not constitute a guarantee or promise that any Contractor shall provide any
7 certain amount of work or services to the County under this Agreement. By executing a
8 signature page, each Contractor becomes a signatory to this Agreement, and agrees that it is a
9 party to this Agreement with the County, and is contractually bound by its terms.
10 1.3 Representation. Each Contractor represents that it is qualified, ready, willing, and
11 able to perform all of the services provided in this Agreement.
12 1.4 Compliance with Laws. Each Contractor shall, at its own cost, comply with all
13 applicable federal, state, and local laws and regulations in the performance of its obligations
14 under this Agreement, including but not limited to workers compensation, labor, and
15 confidentiality laws and regulations.
16 1.5 Reports. Each Contractor shall deliver completed reports in compliance with the
17 National Association of Medical Examiners standards.
18 1.6 Timing. Each Contractor shall complete 90 percent (90%) of cases within 60 days,
19 and 90 percent (90%) of the remaining cases shall be completed within 90 days. Contractor
20 shall notify Sheriff-Coroner's Office of anticipated date of completion and actual date of
21 completion of any cases that do not fall in these timelines. Written explanations shall be offered
22 for cases taking longer than the recommended turnaround times. Unforeseen delays in the
23 delivery of histology or consult may impact turnaround time.
24 1.7 Addition of Contractors. During the term of this Agreement, the County may need
25 to add vendors to this Agreement to meet the County's needs. In that event, the new
26 Contractors will agree to the terms and conditions in this Agreement, with the exception that the
27 term shall be limited to the duration of the term remaining on the Agreement at that time. It is
28 understood that any such additions may be made by County without notice to or approval of the
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1 other Contractors. By executing a signature page, each new Contractor will become a signature
2 to this Agreement, and agree that it is party to the Agreement with the County, and is bound by
3 its terms.
4 1.8 Location of Services. All services shall be performed at the County's Morgue,
5 located at 3333 E. American Ave., Suite G, Fresno CA 93725 ("Morgue"). Contractor shall not
6 have any right to control or exclusively possess all or any portion of any County facility,
7 including the Morgue, and at any time, authorized County staff may enter County facilities,
8 including the Morgue, where Contractor is performing services.
9 Article 2
10 County's Responsibilities
11 2.1 The County shall place orders on an as-needed basis by the Sheriff-Coroner-Public
12 Administrator's Office or the District Attorney's Office under this Agreement for each Contractor.
13 Each request for services shall be made by the applicable County department in writing, and
14 Contractors shall not perform any services unless they have written authorization from the
15 County.
16 2.2 Unless stated otherwise, there shall be no minimum order quantity and County
17 reserves the right to increase or decrease orders or quantities. The County reserves the right to
18 negotiate additional items to this Agreement as deemed necessary. Such additions shall be
19 made in writing and signed by both parties.
20 Article 3
21 Compensation, Invoices, and Payments
22 3.1 The County agrees to pay each Contractor and each Contractor agrees to receive
23 compensation for the performance of its services under this Agreement as described in this
24 section. County shall provide compensation and payment to each Contractor only for the
25 services specifically authorized in writing by the County. An itemized invoice shall be sent to the
26 County department that requested such services, i.e., Sheriff-Coroner-Public Administrator's
27 Office, or the District Attorney's Office, in accordance with invoicing instructions included in each
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1 order referencing this Agreement from each Contractor. The Agreement number must appear
2 on all shipping documents and invoices by each Contractor. Invoice terms shall be Net 45 Days.
3 3.2 Maximum Compensation. In no event shall the total cumulative amount of
4 compensation paid to all Contractors for services performed under this Agreement exceed two
5 million dollars ($2,000,000) during the term of this Agreement, commencing January 9, 2024, for
6 the entire term of the Agreement. Each Contractor acknowledges that the County is a local
7 government entity, and does so with notice that the County's powers are limited by the
8 California Constitution and by State law, and with notice that each Contractor may receive
9 compensation under this Agreement only for services performed according to the terms of this
10 Agreement and while this Agreement is in effect, and subject to the maximum amount payable
11 under this section. Each Contractor further acknowledges that County employees have no
12 authority to pay each Contractor except as expressly provided in this Agreement.
13 3.3 Invoices. Each Contractor shall submit itemized invoices to the requesting County
14 department at the Sheriff's Business Office at 2200 Fresno Street, Fresno, Ca 93721, or the
15 District Attorney's Business Office at 2100 Tulare Street, Fresno, CA 93721, with invoicing
16 instructions as stated earlier in this Agreement. Each Contractor shall submit each invoice within
17 Net 45 days after the month in which the Contractor performs services and in any case within 45
18 days after the end of the term or termination of this Agreement.
19 3.4 Payment. The County shall pay each correctly completed and timely submitted
20 invoice within 45 days after receipt. The County shall remit any payment to each Contractor's
21 address specified in the invoice.
22 3.5 Incidental Expenses. Each Contractor is solely responsible for all of its costs and
23 expenses that are not specified as payable by the County under this Agreement.
24 Article 4
25 Term of Agreement
26 4.1 Term. The term of this Agreement shall be for a period of three (3) years,
27 commencing on the Effective Date through and including January 8, 2027, with two optional
28 one-year extensions.
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1 4.2 Extension. The term of this Agreement may be extended for two consecutive one-
2 year extensions, which may be exercised in connection with each Contractor, upon written
3 approval of the County and each Contractor no later than thirty (30) days prior to the first day of
4 the next twelve (12) month extension period. The Sheriff, or his or her designee is authorized to
5 sign the written approval on behalf of the County based on each Contractor satisfactory
6 performance. The extension of this Agreement by the County is not a waiver or compromise of
7 any default or breach of this Agreement by each Contractor existing at the time of the extension
8 whether or not known to the County.
9 Article 5
10 Notices
11 5.1 Contact Information. The persons and their addresses having authority to give and
12 receive notices provided for or permitted under this Agreement include the following:
13 For the County:
Sheriff-Coroner-Public Administrator's Office
14 Sheriff's Captain or Administrative Services Director
2200 Fresno Street
15 Fresno, CA 93721
Sheriff.Payables@fresnosheriff.org
16 Fax: (559) 600-8318
17 District Attorney's Business Office
County of Fresno
18 2100 Tulare Street
Fresno, CA 93721
19 sOffice fresnocountyca.gov
Fax: (559) 600-4100
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21 For the Contractors:
22 Thomas L. Bennett, MD
Forensic Medicine & Pathology
23 4205 Solace Street
Las Vegas, NV 89135
24 Forensic Medicine and Pathology, PLLC
Email: doctor4n6@gmail.com
25 Phone: (406) 855-5447
26 Christopher Bradley Happy, MD
5159 West Blvd
27 Los Angeles, CA 90043
ForensicPath Expert.com
28 Email: cbhappy@live.com
Phone: (808) 476-6515
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5.2 Change of Contact Information. Either party may change the information in section
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5.1 by giving notice as provided in section 5.3.
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5.3 Method of Delivery. Each notice between the County and each Contractor provided
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for or permitted under this Agreement must be in writing, state that it is a notice provided under
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this Agreement, and be delivered either by personal service, by first-class United States mail, by
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an overnight commercial courier service, by telephonic facsimile transmission, or by Portable
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Document Format (PDF) document attached to an email.
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(A) A notice delivered by personal service is effective upon service to the recipient.
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(B) A notice delivered by first-class United States mail is effective three County
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business days after deposit in the United States mail, postage prepaid, addressed to the
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recipient.
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(C)A notice delivered by an overnight commercial courier service is effective one
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County business day after deposit with the overnight commercial courier service,
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delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
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the recipient.
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(D)A notice delivered by telephonic facsimile transmission or by PDF document
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attached to an email is effective when transmission to the recipient is completed (but, if
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such transmission is completed outside of County business hours, then such delivery is
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deemed to be effective at the next beginning of a County business day), provided that
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the sender maintains a machine record of the completed transmission.
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5.4 Claims Presentation. For all claims arising from or related to this Agreement,
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nothing in this Agreement establishes, waives, or modifies any claims presentation
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requirements or procedures provided by law, including the Government Claims Act (Division 3.6
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of Title 1 of the Government Code, beginning with section 810).
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Article 6
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Termination and Suspension
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6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
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contingent on the approval of funds by the appropriating government agency. If sufficient funds
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1 are not allocated, then the County, upon at least 30 days' advance written notice to each
2 Contractor, may:
3 (A) Modify the services provided by the Contractor under this Agreement; or
4 (B) Terminate this Agreement.
5 6.2 Termination for Breach.
6 (A) Upon determining that a breach (as defined in paragraph (C) below) has
7 occurred, the County may give written notice of the breach to the Contractor. The written
8 notice may suspend performance under this Agreement, and must provide at least 30
9 days for the Contractor to cure the breach.
10 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
11 time stated in the written notice, the County may terminate this Agreement immediately.
12 (C) For purposes of this section, a breach occurs when, in the determination of the
13 County, the Contractor has:
14 (1) Obtained or used funds illegally or improperly;
15 (2) Failed to comply with any part of this Agreement;
16 (3) Submitted a substantially incorrect or incomplete report to the County; or
17 (4) Improperly performed any of its obligations under this Agreement.
18 6.3 Termination without Cause. In circumstances other than those set forth above, the
19 County may terminate this Agreement by giving at least 30 days advance written notice to the
20 Contractor.
21 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
22 under this Article 6 is without penalty to or further obligation of the County.
23 6.5 County's Rights upon Termination. Upon termination for breach under this Article
24 6, the County may demand repayment by a Contractor of any monies disbursed to the
25 Contractor under this Agreement that, in the County's sole judgment, were not expended in
26 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
27 demand. This section survives the termination of this Agreement.
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1 6.6 Termination of One or More Contractors. In the event that County terminates this
2 Agreement as to one or more Contractors, this Agreement shall stay in full force and effect as to
3 the remaining Contractors. Termination of one or more Contractors from this Agreement shall
4 not terminate the Agreement as to the remaining Contractors.
5 Article 7
6 Independent Contractor
7 7.1 Status. In performing under this Agreement, each Contractor, including its officers,
8 agents, employees, and volunteers, is at all times acting and performing as an independent
9 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
10 venturer, partner, or associate of the County.
11 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
12 manner or method of any Contractor's performance under this Agreement, but the County may
13 verify that each Contractor is performing according to the terms of this Agreement.
14 7.3 Benefits. Because of its status as an independent contractor, each Contractor has
15 no right to employment rights or benefits available to County employees. Each Contractor is
16 solely responsible for providing to its own employees all employee benefits required by law.
17 Each Contractor shall save the County harmless from all matters relating to the payment of
18 Contractor's employees, including compliance with Social Security withholding and all related
19 regulations.
20 7.4 Services to Others. The parties acknowledge that, during the term of this
21 Agreement, the Contractors may provide services to others unrelated to the County. If
22 Contractor requires outside consultation (neuropathology, card iopathology, etc.), Contractor
23 shall advise County's Chief Forensic Pathologist in writing. Contractor and Chief Forensic
24 Pathologist shall determine the next steps for consultation.
25 7.5 No Relationship to Other Contractors. Under this Agreement, each Contractor
26 only has rights and obligations with respect to the County. This Agreement creates no rights or
27 obligations between the Contractors. No Contractor has any right to receive performance under
28 this Agreement from, or to enforce any part of this Agreement against, any other Contractor.
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1 Article 8
2 Indemnity and Defense
3 8.1 Indemnity. Each Contractor shall indemnify and hold harmless and defend the
4 County (including its officers, agents, employees, and volunteers) against all claims, demands,
5 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
6 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
7 the performance or failure to perform by the Contractor (or any of its officers, agents,
8 subcontractors, or employees) under this Agreement. The County may conduct or participate in
9 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
10 defend the County.
11 8.2 Survival. This Article 8 survives the termination or expiration of this Agreement.
12 Article 9
13 Insurance
14 9.1 Each Contractor shall comply with all the insurance requirements in Exhibit C to this
15 Agreement.
16 Article 10
17 Inspections, Audits, and Public Records
18 10.1 Inspection of Documents. Each Contractor shall make available to the County, and
19 the County may examine at any time during business hours and as often as the County deems
20 necessary, all of the Contractor's records and data with respect to the matters covered by this
21 Agreement, excluding attorney-client privileged communications. Each Contractor shall, upon
22 request by the County, permit the County to audit and inspect all of such records and data to
23 ensure the Contractor's compliance with the terms of this Agreement.
24 10.2 State Audit Requirements. If the compensation to be paid by the County under this
25 Agreement exceeds $10,000, each Contractor is subject to the examination and audit of the
26 California State Auditor, as provided in Government Code section 8546.7, for a period of three
27 years after final payment under this Agreement. This section survives the termination or
28 expiration of this Agreement.
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1 10.3 Public Records. The County is not limited in any manner with respect to its public
2 disclosure of this Agreement or any record or data that the Contractor may provide to the
3 County. The County's public disclosure of this Agreement or any record or data that the
4 Contractor may provide to the County may include but is not limited to the following:
5 (A) The County may voluntarily, or upon request by any member of the public or
6 governmental agency, disclose this Agreement to the public or such governmental
7 agency.
8 (B) The County may voluntarily, or upon request by any member of the public or
9 governmental agency, disclose to the public or such governmental agency any record or
10 data that the Contractor may provide to the County, unless such disclosure is prohibited
11 by court order.
12 (C)This Agreement, and any record or data that the Contractor may provide to the
13 County, is subject to public disclosure under the Ralph M. Brown Act (California
14 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
15 (D)This Agreement, and any record or data that the Contractor may provide to the
16 County, is subject to public disclosure as a public record under the California Public
17 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
18 with section 6250) ("CPRA").
19 (E) This Agreement, and any record or data that the Contractor may provide to the
20 County, is subject to public disclosure as information concerning the conduct of the
21 people's business of the State of California under California Constitution, Article 1,
22 section 3, subdivision (b).
23 (F) Any marking of confidentiality or restricted access upon or otherwise made with
24 respect to any record or data that the Contractor may provide to the County shall be
25 disregarded and have no effect on the County's right or duty to disclose to the public or
26 governmental agency any such record or data.
27 10.4 Public Records Act Requests. If the County receives a written or oral request
28 under the CPRA to publicly disclose any record that is in a Contractor's possession or control,
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1 and which the County has a right, under any provision of this Agreement or applicable law, to
2 possess or control, then the County may demand, in writing, that the Contractor deliver to the
3 County, for purposes of public disclosure, the requested records that may be in the possession
4 or control of the Contractor. Within five business days after the County's demand, the
5 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
6 possession or control, together with a written statement that the Contractor, after conducting a
7 diligent search, has produced all requested records that are in the Contractor's possession or
8 control, or (b) provide to the County a written statement that the Contractor, after conducting a
9 diligent search, does not possess or control any of the requested records. The Contractor shall
10 cooperate with the County with respect to any County demand for such records. If the
11 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
12 CPRA or other applicable law, it must deliver the record or data to the County and assert the
13 exemption by citation to specific legal authority within the written statement that it provides to
14 the County under this section. The Contractor's assertion of any exemption from disclosure is
15 not binding on the County, but the County will give at least 10 days' advance written notice to
16 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
17 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
18 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
19 failure to produce any such records, or failure to cooperate with the County with respect to any
20 County demand for any such records.
21 Article 11
22 Disclosure of Self-Dealing Transactions
23 11.1 Applicability. This Article 11 applies if a Contractor is operating as a corporation, or
24 changes its status to operate as a corporation.
25 11.2 Duty to Disclose. If any member of a Contractor's board of directors is party to a
26 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
27 "Self-Dealing Transaction Disclosure Form" (Exhibit B to this Agreement) and submitting it to the
28 County before commencing the transaction or immediately after.
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1 11.3 Definition. "Self-dealing transaction" means a transaction to which a Contractor is a
2 party and in which one or more of its directors, as an individual, has a material financial interest.
3 Article 12
4 General Terms
5 12.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
6 Agreement may not be modified, and no waiver is effective, except by written agreement signed
7 by both parties. Each Contractor acknowledges that County employees have no authority to
8 modify this Agreement except as expressly provided in this Agreement.
9 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
10 under this Agreement without the prior written consent of the other party.
11 12.3 Governing Law. The laws of the State of California govern all matters arising from
12 or related to this Agreement.
13 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
14 County, California. Contractors consent to California jurisdiction for actions arising from or
15 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
16 brought and maintained in Fresno County.
17 12.5 Construction. The final form of this Agreement is the result of the parties' combined
18 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
19 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
20 against either party.
21 12.6 Days. Unless otherwise specified, "days" means calendar days.
22 12.7 Headings. The headings and section titles in this Agreement are for convenience
23 only and are not part of this Agreement.
24 12.8 Severability. If anything in this Agreement is found by a court of competent
25 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
26 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
27 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
28 intent.
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1 12.9 Nondiscrimination. During the performance of this Agreement, Contractors shall
2 not unlawfully discriminate against any employee or applicant for employment, or recipient of
3 services, because of race, religious creed, color, national origin, ancestry, physical disability,
4 mental disability, medical condition, genetic information, marital status, sex, gender, gender
5 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
6 all applicable State of California and federal statutes and regulation.
7 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
8 of the Contractors under this Agreement on any one or more occasions is not a waiver of
9 performance of any continuing or other obligation of the Contractors and does not prohibit
10 enforcement by the County of any obligation on any other occasion.
11 12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
12 between the Contractors and the County with respect to the subject matter of this Agreement,
13 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
14 publications, and understandings of any nature unless those things are expressly included in
15 this Agreement. If there is any inconsistency between the terms of this Agreement without its
16 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
17 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
18 exhibits. This Agreement specifically supersedes and replaces the Bennett Purchasing
19 Agreement and the Happy Board Agreement.
20 12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
21 create any rights or obligations for any person or entity except for the parties.
22 12.13 Consistent Federal Income Tax Position. Contractors acknowledge that the
23 Morgue referred to herein has been acquired, constructed, and/or improved using net proceeds
24 of governmental tax-exempt bonds ("Bond-Financed Facility"). Contractors agree that, with
25 respect to this Agreement and the Bond Financed Facility, Contractors are not entitled to take,
26 and shall not take, any position (also known as a "tax position") with the Internal Revenue
27 Service ("IRS") that is inconsistent 14 with being a "service provider" to the County, as a
28 "qualified user" with respect to the Bond Financed Facility, as "managed property," as all of
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1 those terms are used in Internal Revenue Service Revenue Procedure 2017-13, and to that
2 end, for example, and not as a limitation, Contractors agree that Contractors shall not, in
3 connection with any federal income tax return that it files with the IRS or any other statement or
4 information that it provides to the IRS, (a) claim ownership, or that Contractor is a lessee, of any
5 portion of the Bond Financed Facility, or (b) claim any depreciation or amortization deduction,
6 investment tax credit, or deduction for any payment as rent with respect to the Bond-Financed
7 Facility.
8 12.14 Authorized Signature. Each Contractor represents and warrants to the County that:
9 (A) The Contractor is duly authorized and empowered to sign and perform its
10 obligations under this Agreement.
11 (B) The individual signing this Agreement on behalf of the Contractor is duly
12 authorized to do so and his or her signature on this Agreement legally binds the
13 Contractor to the terms of this Agreement.
14 12.15 Electronic Signatures. The parties agree that this Agreement may be executed by
15 electronic signature as provided in this section.
16 (A) An "electronic signature" means any symbol or process intended by an individual
17 signing this Agreement to represent their signature, including but not limited to (1) a
18 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
19 electronically scanned and transmitted (for example by PDF document) version of an
20 original handwritten signature.
21 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
22 equivalent to a valid original handwritten signature of the person signing this Agreement
23 for all purposes, including but not limited to evidentiary proof in any administrative or
24 judicial proceeding, and (2) has the same force and effect as the valid original
25 handwritten signature of that person.
26 (C)The provisions of this section satisfy the requirements of Civil Code section
27 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
28 Part 2, Title 2.5, beginning with section 1633.1).
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1 (D) Each party using a digital signature represents that it has undertaken and
2 satisfied the requirements of Government Code section 16.5, subdivision (a),
3 paragraphs (1) through (5), and agrees that each other party may rely upon that
4 representation.
5 (E) This Agreement is not conditioned upon the parties conducting the transactions
6 under it by electronic means and either party may sign this Agreement with an original
7 handwritten signature.
8 12.16 Counterparts. This Agreement may be signed in counterparts, each of which is an
9 original, and all of which together constitute this Agreement.
10 [SIGNATURE PAGE FOLLOWS]
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1 In Witness Whereof, the parties hereto have executed this Agreement as of the day and
2 year first hereinabove written.
3
COUNTY OF FRESNO
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6 Nathan Magsig, Chairman of the Board
of Supervisors of the County of Fresno
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Attest:
8 Bernice E. Seidel
Clerk of the Board of Supervisors
9 County of Fresno, State of California
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By:. '«.t44�,
11 Deputy
12 For accounting use only:
13 Sheriff-Coroner-Public Administrator
Org No.: 31117000
14 Account No.: 7295
Fund No.: 0001
15 Subclass No.: 10000
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District Attorney's Office
17 Org No.: 2860
18 Account No.: 7295
Fund No.: 0001
19 Subclass No.: 10000
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1 By executing this signature page, the Contractor becomes a signatory to the Agreement dated
January 9 , 2024 and agrees that it is a party to the Agreement with the County and is
2 bound by its terms.
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4 Contractor
5 Thomas L. Bennett, MD
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8 Thomas L. Bennett, MD
Forensic Medicine & Pathology
9 4205 Solace Street
10 Las Vegas, NV 89135
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By executing this signature page, the Contractor becomes a signatory to the Agreement dated
2 January 9 , 2024 and agrees that it is a party to the Agreement with the County and is
3 bound by its terms.
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5 Contractor
6 Christopher Bradley Happy, MD
7 069
8 Chris opher Bradley Happy, MD
9 5159 West Blvd
10 Los Angeles, CA 90043
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Exhibit A
1 Scope of Services
2 Contractors:
3 . Thomas L. Bennett, MD (Forensic Medicine and Pathology)
4 • Christopher Bradley Happy, MD
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6 A. Each Contractor shall provide autopsies on cases that are suspicious, homicides,
7 or undetermined, as well as for cases that are natural, accidental, or suicide.
8 B. Each Contractor shall provide case review, research, and other preparations for
9 trial, and pretrial conferences with attorneys on cases that require trial testimony, as requested
10 by County.
11 Price List:
12 Qty Service Description Fee
13 1.0 Routine Autopsies $2,000
14 1.0 Complicated Autopsies (suspicious, homicides, and $3,000
15 Sudden unexpected infant deaths)
16 1.0 External Examinations $500
17 1.0 Medical Records Review No Charge
18 1.0 Case review and research in preparation for and $500 per hour
during conferences, depositions, and trials with $4,000 max
19 per day + reasonable
travel expenses
20
21
Notes:
22 Amounts for examinations are per cases and include performance of the examination, medical
and other records review, review of testing utilized to determine the cause and manner of death,
23 review of histology, and autopsy report preparation, and include transportation and lodging
24 costs. Hourly rate with a maximum daily rate is for work performed that is unrelated to the
performance of the examinations.
25
***The party requesting such services or the subpoenaing party shall pay the fees directly to
26 each Contractor for case review, research and other preparations for trial, pre-trial conferences
with attorney/investigators on cases that require testimony.
27
28
A-1
Exhibit B
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).
B-1
Exhibit B
(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:
B-2
Exhibit C
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
Hundred Thousand/Three Hundred Thousand Dollars ($100,000/$300,000) 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.
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 Risk Manager, at 2220 Tulare Street, 16th
C-1
Exhibit C
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
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.
(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
C-2
Exhibit C
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.
C-3