HomeMy WebLinkAboutAgreement with California State University Fresno Police Department.pdf 1 LEASE AGREEMENT
2 This Lease Agreement ("Agreement") is dated February 14, 2024 and is between
3 the County of Fresno, a political subdivision of the State of California ("Lessor"), and California
4 State University, Fresno, Police Department, a governmental law enforcement agency
5 ("Lessee").
6 Article 1
7 Leased Equipment
8 1.1 Scope of Services. The Lessor hereby leases to the Lessee the Zetron ACOM
9 hardware and equipment for dispatch communication ("Equipment"). A description of the
10 Equipment is attached as in Exhibit A and incorporated by this reference.
11 1.2 Compliance with Laws. The Lessor shall, at its own cost, comply with all applicable
12 federal, state, and local laws and regulations in the performance of its obligations under this
13 Agreement, including but not limited to workers compensation, labor, and confidentiality laws
14 and regulations.
15 Article 2
16 Lessee and Lessor's Responsibilities
17 2.1 The Lessee shall use the Equipment to aid in radio communication for campus police
18 department operations. The Lessee agrees to comply with applicable laws, ordinances and
19 regulations in connection with such use.
20 2.2 The Lessor shall perform routine maintenance on the Equipment as needed.
21 Article 3
22 Rent, Invoices, and Payments
23 3.1 The Lessee agrees to pay, and the Lessor agrees to receive rent for the use of its
24 Equipment under this Agreement as described in this section.
25 3.2 Base Rent. The monthly rent ("Rent") payable to the Lessor under this Agreement is
26 $1,025.00.
27 3.3 The Lessee acknowledges that the Lessor is a local government entity, and does so
28 with notice that the Lessor's powers are limited by the California Constitution and by State law,
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1 and with notice that the Lessor may receive Rent under this Agreement only for its lease of
2 Lessor's Equipment to Lessee, according to the terms of this Agreement and while this
3 Agreement is in effect, and subject to the maximum amount payable under this section. The
4 Lessee further acknowledges that Lessor has no authority to receive Rent or other
5 compensation from the Lessee except as expressly provided in this Agreement.
6 3.4 Invoices. The Lessor shall submit monthly invoices for Rent. These invoices shall be
7 sent to the Accounts Payable department through electronic mail at
8 accountspayable@mail.fresnostate.edu.
9 3.5 Payment. The Lessee shall pay Renton or before the first of each month. Timely
10 submitted invoice will be paid within 45 days after receipt. The Lessee shall remit any payment
11 to the Lessor's address specified in the invoice.
12 Article 4
13 Term of Agreement
14 4.1 Term. This Agreement is effective February 13, 2024 ("Effective Date") and
15 terminates five years from the Effective Date ("Initial Term"), except as provided in section 4.2,
16 "Extension," or Article 6, "Termination and Suspension," below.
17 4.2 Extension. The term of this Agreement may be extended for no more than five, one-
18 year periods only upon written approval of both parties at least 60 days before the first day of
19 the next one-year extension period. The County Administrative Officer or the Director of Internal
20 Services/Chief Information Officer or his or her designee is authorized to sign the written
21 approval on behalf of the Lessor based on the Lessee's satisfactory performance. The
22 extension of this Agreement by the Lessor is not a waiver or compromise of any default or
23 breach of this Agreement by the Lessee existing at the time of the extension whether or not
24 known to the Lessor.
25 Article 5
26 Notices
27 5.1 Contact Information. The persons and their addresses having authority to give and
28 receive notices provided for or permitted under this Agreement include the following:
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For the Lessor:
2 Director of Internal Services/Chief Information Officer
County of Fresno
3 333 W. Pontiac Way
Clovis, CA 93612
4 isdcontracts@fresnocountyca.gov
5 For the Lessee:
Senior Director& Chief Procurement Officer
6 California State University, Fresno, Police Department
2311 E. Barstow Ave M/S PO104
7 Fresno, CA 93740
bcotham@csufresno.edu
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9 5.2 Change of Contact Information. Either party may change the information in section
10 5.1 by giving notice as provided in section 5.3.
11 5.3 Method of Delivery. Each notice between the Lessee and the Lessor provided for or
12 permitted under this Agreement must be in writing, state that it is a notice provided under this
13 Agreement, and be delivered either by personal service, by first-class United States mail, by an
14 overnight commercial courier service, or by Portable Document Format (PDF) document
15 attached to an email.
16 (A) A notice delivered by personal service is effective upon service to the recipient.
17 (B) A notice delivered by first-class United States mail is effective three County
18 business days after deposit in the United States mail, postage prepaid, addressed to the
19 recipient.
20 (C)A notice delivered by an overnight commercial courier service is effective one
21 County business day after deposit with the overnight commercial courier service,
22 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
23 the recipient.
24 (D)A PDF document attached to an email is effective when transmission to the
25 recipient is completed (but, if such transmission is completed outside of County business
26 hours, then such delivery is deemed to be effective at the next beginning of a County
27 business day), provided that the sender maintains a machine record of the completed
28 transmission.
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1 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
2 nothing in this Agreement establishes, waives, or modifies any claims presentation
3 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
4 of Title 1 of the Government Code, beginning with section 810).
5 Article 6
6 Termination and Suspension
7 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
8 contingent on the approval of funds by the appropriating government agency. If sufficient funds
9 are not allocated, then the Lessee, upon at least 30 days' advance written notice to the Lessor,
10 may:
11 (A) Modify the services provided by the Lessor under this Agreement; or
12 (B) Terminate this Agreement.
13 6.2 Termination for Breach.
14 (A) Upon determining that a breach (as defined in paragraph (C) below) has
15 occurred, the Lessee may give written notice of the breach to the Lessor. The written
16 notice may suspend performance under this Agreement, and must provide at least 30
17 days for the Lessor to cure the breach.
18 (B) If the Lessor fails to cure the breach to the Lessee's satisfaction within the time
19 stated in the written notice, the Lessee may terminate this Agreement immediately.
20 (C) For purposes of this section, a breach occurs when, in the determination of the
21 Lessee, the Lessor has:
22 (1) Obtained or used funds illegally or improperly;
23 (2) Failed to comply with any part of this Agreement;
24 (3) Submitted a substantially incorrect or incomplete report to the Lessee; or
25 (4) Improperly performed any of its obligations under this Agreement.
26 6.3 Termination without Cause. In circumstances other than those set forth above, the
27 Lessee may terminate this Agreement by giving at least 30 days advance written notice to the
28 Lessor.
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1 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the Lessee
2 under this Article 6 is without penalty to or further obligation of the Lessee.
3 6.5 Lessor's Rights upon Termination. Upon termination for breach under this Article
4 6, the Lessee may demand repayment by the Lessor of any monies disbursed to the Lessor
5 under this Agreement that, in the Lessee's sole judgment, were not expended in compliance
6 with this Agreement. The Lessor shall promptly refund all such monies upon demand. This
7 section survives the termination of this Agreement.
8 Article 7
9 Independent Contractor
10 7.1 Status. In performing under this Agreement, the Lessor, including its officers,
11 agents, employees, and volunteers, is at all times acting and performing as an independent
12 Lessor, in an independent capacity, and not as an officer, agent, servant, employee, joint
13 venturer, partner, or associate of the Lessee.
14 7.2 Verifying Performance. The Lessee has no right to control, supervise, or direct the
15 manner or method of the Lessor's performance under this Agreement, but the Lessee may
16 verify that the Lessor is performing according to the terms of this Agreement.
17 7.3 Benefits. Because of its status as an independent contractor, the Lessor has no
18 right to employment rights or benefits available to Lessee employees. The Lessor is solely
19 responsible for providing to its own employees all employee benefits required by law. The
20 Lessor shall save the Lessee harmless from all matters relating to the payment of Lessor's
21 employees, including compliance with Social Security withholding and all related regulations.
22 7.4 Services to Others. The parties acknowledge that, during the term of this
23 Agreement, the Lessor may provide services to others unrelated to the Lessee.
24 Article 8
25 Indemnity and Defense
26 8.1 Indemnity. The Lessee shall indemnify and hold harmless and defend the Lessor
27 (including its officers, agents, employees, and volunteers) against all claims, demands, injuries,
28 damages, costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of
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1 any kind to the Lessor, the Lessee, or any third party that arise from or relate to the
2 performance or failure to perform by the Lessee (or any of its officers, agents, subcontractors, or
3 employees) under this Agreement. The Lessor may conduct or participate in its own defense
4 without affecting the Lessee's obligation to indemnify and hold harmless or defend the Lessor.
5 8.2 Survival. This Article 8 survives the termination of this Agreement.
6 Article 9
7 Insurance
8 9.1 The Lessor shall comply with all the insurance requirements in Exhibit D to this
9 Agreement.
10 Article 10
11 Inspections, Audits, and Public Records
12 10.1 Inspection of Documents. The Lessee shall make available to the Lessor, and the
13 Lessor may examine at any time during business hours and as often as the Lessor deems
14 necessary, all of the Lessee's records and data with respect to the matters covered by this
15 Agreement, excluding attorney-client privileged communications. The Lessee shall, upon
16 request by the Lessor, permit the Lessor to audit and inspect all of such records and data to
17 ensure the Lessee's compliance with the terms of this Agreement.
18 10.2 State Audit Requirements. If the Rent to be paid by the Lessee under this
19 Agreement exceeds $10,000, the Lessor is subject to the examination and audit of the
20 California State Auditor, as provided in Government Code section 8546.7, for a period of three
21 years after final payment under this Agreement. This section survives the termination of this
22 Agreement.
23 10.3 Public Records. The Lessor is not limited in any manner with respect to its public
24 disclosure of this Agreement or any record or data that the Lessee may provide to the Lessor.
25 The Lessor's public disclosure of this Agreement or any record or data that the Lessee may
26 provide to the Lessor may include but is not limited to the following:
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1 (A) The Lessor may voluntarily, or upon request by any member of the public or
2 governmental agency, disclose this Agreement to the public or such governmental
3 agency.
4 (B) The Lessor may voluntarily, or upon request by any member of the public or
5 governmental agency, disclose to the public or such governmental agency any record or
6 data that the Lessee may provide to the Lessee, unless such disclosure is prohibited by
7 court order.
8 (C)This Agreement, and any record or data that the Lessee may provide to the
9 Lessor, is subject to public disclosure under the Ralph M. Brown Act (California
10 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
11 (D)This Agreement, and any record or data that the Lessee may provide to the
12 Lessor, is subject to public disclosure as a public record under the California Public
13 Records Act (California Government Code, Title 1, Division 10, Chapter 3, beginning
14 with section 7920.200) ("CPRA").
15 (E) This Agreement, and any record or data that the Lessee may provide to the
16 Lessor, is subject to public disclosure as information concerning the conduct of the
17 people's business of the State of California under California Constitution, Article 1,
18 section 3, subdivision (b).
19 (F) Any marking of confidentiality or restricted access upon or otherwise made with
20 respect to any record or data that the Lessee may provide to the Lessor shall be
21 disregarded and have no effect on the Lessor's right or duty to disclose to the public or
22 governmental agency any such record or data.
23 10.4 Public Records Act Requests. If the Lessor receives a written or oral request under
24 the CPRA to publicly disclose any record that is in the Lessee's possession or control, and
25 which the Lessor has a right, under any provision of this Agreement or applicable law, to
26 possess or control, then the Lessor may demand, in writing, that the Lessee deliver to the
27 Lessor, for purposes of public disclosure, the requested records that may be in the possession
28 or control of the Lessee. Within five business days after the Lessor's demand, the Lessee shall
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1 (a) deliver to the Lessor all of the requested records that are in the Lessee's possession or
2 control, together with a written statement that the Lessee, after conducting a diligent search, has
3 produced all requested records that are in the Lessee's possession or control, or (b) provide to
4 the Lessor a written statement that the Lessee, after conducting a diligent search, does not
5 possess or control any of the requested records. The Lessee shall cooperate with the Lessor
6 with respect to any Lessor's demand for such records. If the Lessee wishes to assert that any
7 specific record or data is exempt from disclosure under the CPRA or other applicable law, it
8 must deliver the record or data to the Lessor and assert the exemption by citation to specific
9 legal authority within the written statement that it provides to the Lessor under this section. The
10 Lessee's assertion of any exemption from disclosure is not binding on the Lessor, but the
11 Lessor will give at least 10 days' advance written notice to the Lessee before disclosing any
12 record subject to the Lessee's assertion of exemption from disclosure. The Lessee shall
13 indemnify the Lessor for any court-ordered award of costs or attorney's fees under the CPRA
14 that results from the Lessee's delay, claim of exemption, failure to produce any such records, or
15 failure to cooperate with the Lessor with respect to any Lessor demand for any such records.
16 Article 11
17 Disclosure of Self-Dealing Transactions
18 11.1 Applicability. This Article 11 applies if the Lessor is operating as a corporation, or
19 changes its status to operate as a corporation.
20 11.2 Duty to Disclose. If any member of the Lessor's board of directors is party to a self-
21 dealing transaction, he or she shall disclose the transaction by completing and signing a "Self-
22 Dealing Transaction Disclosure Form" (Exhibit B to this Agreement) and submitting it to the
23 Lessee before commencing the transaction or immediately after.
24 11.3 Definition. "Self-dealing transaction" means a transaction to which the Lessor is a
25 party and in which one or more of its directors, as an individual, has a material financial interest.
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1 Article 12
2 General Terms
3 12.1 Surender of Possession. Upon the expiration or termination of this Agreement, the
4 Lessee will surrender the Equipment to Lessor in such condition as that existing at the
5 commencement of this Agreement, less reasonable wear and tear, less the effects of any
6 Casualty as herein defined, and less the effects of any breach of the Lessor's covenant to
7 maintain. The Lessee will not be responsible for any damage with the Lessee is not obligated
8 here under to repair.
9 12.2 Right of Access. The Lessor, or its representative(s), upon twenty-four (24) hour
10 notice, shall have the right to access the Equipment at any time during business hours, or at
11 such other time as the Lessee deems appropriate, to make any alterations, repairs or
12 improvements to the Equipment. The normal business of the Lessee or its invitees shall not be
13 unnecessarily inconvenienced. In the event of an emergency, the Lessor may access the
14 Equipment at any time without giving prior notice to the Lessee.
15 12.3 Warranty. The original manufacturer warranty shall be the only warranty for the
16 Equipment and the Lessor shall provide no warranty for the Equipment. The Lessor does not
17 make any warranty, either express or implied, that the Equipment is safe or suitable for the
18 Lessee's intended use of that the operation of the Equipment will be uninterrupted or error free.
19 12.4 Modification. Except as provided in Article 6, "Termination and Suspension," this
20 Agreement may not be modified, and no waiver is effective, except by written agreement signed
21 by both parties. The Lessor acknowledges that Lessee employees have no authority to modify
22 this Agreement except as expressly provided in this Agreement.
23 12.5 Non-Assignment. Neither party may assign its rights or delegate its obligations
24 under this Agreement without the prior written consent of the other party.
25 12.6 Governing Law. The laws of the State of California govern all matters arising from
26 or related to this Agreement.
27 12.7 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
28 County, California. The Lessor consents to California jurisdiction for actions arising from or
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1 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
2 brought and maintained in Fresno County.
3 12.8 Construction. The final form of this Agreement is the result of the parties' combined
4 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
5 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
6 against either party.
7 12.9 Days. Unless otherwise specified, "days" means calendar days.
8 12.10 Headings. The headings and section titles in this Agreement are for convenience
9 only and are not part of this Agreement.
10 12.11 Severability. If anything in this Agreement is found by a court of competent
11 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
12 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
13 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
14 intent.
15 12.12 Nondiscrimination. During the performance of this Agreement, the Lessor shall not
16 unlawfully discriminate against any employee or applicant for employment, or recipient of
17 services, because of race, religious creed, color, national origin, ancestry, physical disability,
18 mental disability, medical condition, genetic information, marital status, sex, gender, gender
19 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
20 all applicable State of California and federal statutes and regulation.
21 12.13 No Waiver. Payment, waiver, or discharge by the Lessee of any liability or obligation
22 of the Lessor under this Agreement on any one or more occasions is not a waiver of
23 performance of any continuing or other obligation of the Lessor and does not prohibit
24 enforcement by the Lessee of any obligation on any other occasion.
25 12.14 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
26 between the Lessor and the Lessee with respect to the subject matter of this Agreement, and it
27 supersedes all previous negotiations, proposals, commitments, writings, advertisements,
28 publications, and understandings of any nature unless those things are expressly included in
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1 this Agreement. If there is any inconsistency between the terms of this Agreement without its
2 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
3 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
4 exhibits.
5 12.15 No Third-Party Beneficiaries. This Agreement does not and is not intended to
6 create any rights or obligations for any person or entity except for the parties.
7 12.16 Authorized Signature. The Lessor represents and warrants to the Lessee that:
8 (A) The Lessor is duly authorized and empowered to sign and perform its obligations
9 under this Agreement.
10 (B) The individual signing this Agreement on behalf of the Lessor is duly authorized
11 to do so and his or her signature on this Agreement legally binds the Lessor to the terms
12 of this Agreement.
13 12.17 Electronic Signatures. The parties agree that this Agreement may be executed by
14 electronic signature as provided in this section.
15 (A) An "electronic signature" means any symbol or process intended by an individual
16 signing this Agreement to represent their signature, including but not limited to (1) a
17 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
18 electronically scanned and transmitted (for example by PDF document) version of an
19 original handwritten signature.
20 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
21 equivalent to a valid original handwritten signature of the person signing this Agreement
22 for all purposes, including but not limited to evidentiary proof in any administrative or
23 judicial proceeding, and (2) has the same force and effect as the valid original
24 handwritten signature of that person.
25 (C)The provisions of this section satisfy the requirements of Civil Code section
26 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
27 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 12.18 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 The parties are signing this Agreement on the date stated in the introductory clause.
2
CALIFORNIA STATE UNIVERSITY, COUNTY OF FRESNO
3 FRESNO, POLICE DEPARTMENT ......
Brian Cotharn(Feb 12,2024 15:19 PST) —j A ------
5 Brian Cotham, Senior Director& Chief Robert W. Bash, Director of Internal
Procurement Officer Services/Chief Information Officer
6
2311 E. Barstow Ave M/S PO 104
7 Fresno, CA 93740
APPROVED AS TO LEGAL FORM
8 Daniel C. Cederborg, County Counsel
9 By: A)at�7'� Ao-
10 Deputy
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12 APPROVED AS TO ACCOUNTING FORM
Oscar J. Garcia, CPA
13
14 By:
15 For accounting use only:
16 Org No.: 8095
Account No.: 5064
17 Fund No.: 1020
Subclass No.: 10000
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Exhibit A
Leased Equipment
Equipment shall include:
- 1 x Acorn Console Software License 1 x PC workstation
- 1 x 23" LED Monitor (non-touch) 1 x Acorn Media Dock
- 2 x Acorn speakers
- 2 x dual-volume headset jackbox
- 1 x dual-pedal footswitch
- Instant Recall Recorder (IRR)
A-1
Exhibit B
Self-Dealing Transaction Disclosure Form
In order to conduct business with the Lessee of Fresno ("Lessee"), members of a
Lessor's board of directors ("Lessee Lessor"), must disclose any self-dealing transactions that
they are a party to while providing goods, performing services, or both for the Lessee. 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
Lessee. 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 Lessee's right to obtain indemnification from the Lessor or any third parties,
the Lessor, 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 Lessor 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 Lessee
is excess only and not contributing with insurance provided under the Lessor'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) All-Risk Property Insurance. All-risk property insurance with no coinsurance penalty
provision in an amount shall cover the total of County purchased and owned property in
possession of the Contractor and/or used in the execution of this Agreement. The
Contractor shall add the County as an Additional Loss Payee.
If the Lessor is a governmental entity, it may satisfy the policy requirements above through a
program of self-insurance, including an insurance pooling arrangement or joint exercise of
powers agreement.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Lessor signs this Agreement, and at
any time during the term of this Agreement as requested by the Lessee's Risk Manager
or the County Administrative Office, the Lessor shall deliver, or cause its broker or
producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th 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 Lessee, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the Lessor
C-1
Exhibit C
has waived its right to recover from the Lessee, 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 Lessee
shall be excess only and not contributing with insurance provided under the
Lessor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with 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 Lessor shall provide to the Lessee, or ensure that the policy requires the
insurer to provide to the Lessee, 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 Lessor shall, or shall cause the insurer to, provide written notice to the
Lessee 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 Lessor shall, or shall
cause the insurer to, provide written notice to the Lessee not less than 30 days in
advance of cancellation or change. The Lessee in its sole discretion may determine that
the failure of the Lessor or its insurer to timely provide a written notice required by this
paragraph is a breach of this Agreement.
(D) Lessee's Entitlement to Greater Coverage. If the Lessor has or obtains insurance with
broader coverage, higher limits, or both, than what is required under this Agreement,
then the Lessee requires and is entitled to the broader coverage, higher limits, or both.
To that end, the Lessor shall deliver, or cause its broker or producer to deliver, to the
Lessee'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 Lessor waives any right to recover from the Lessee, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Lessor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Lessor's waiver of subrogation under this paragraph is effective whether
or not the Lessor obtains such an endorsement.
(F) Lessee's Remedy for Lessor's Failure to Maintain. If the Lessor fails to keep in effect
at all times any insurance coverage required under this Agreement, the Lessee may, in
C-2
Exhibit C
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 Lessor. The Lessee may offset such charges against any
amounts owed by the Lessee to the Lessor under this Agreement.
(G)Subcontractors. The Lessor shall require and verify that all subcontractors used by the
Lessor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Lessor to provide services under this Agreement using subcontractors.
C-3