HomeMy WebLinkAbout15298 July 13,2004
Agreement 04-298
1 PROFESSIONAL SERVICE AGREEMENT
2 THIS AGREEMENT is made and entered into on this 13th day of
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July 2004 by and between CENTRAL CALIFORNIA FACULTY MEDICAL
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5 GROUP, INC. (CCFMG), a corporation, located at 4910 East Clinton Avenue, Fresno,
6 California, and the COUNTY OF FRESNO, a political subdivision of the State of
California.
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WHEREAS, COUNTY desires to obtain complete sexual assault nurse
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examinations including services related to the collection of evidence and completion of
1 Form O.C.J.P. 923, 930, and 950, pertaining to the gathering of evidence for victims
12 and suspects under the Sexual Assault Forensic Examiner (SAFE) Program, and
13 desires the services of CCFMG to provide the services described herein; and
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WHEREAS, CCFMG is engaged in the business of furnishing such services and
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16 hereby represents that it is professionally capable of performing, and is licensed to
17 perform the services called for by this Agreement.
18 AGREEMENT
19 NOW, THEREFORE, COUNTY and CCFMG agree as follows:
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1. DESCRIPTION OF SERVICES
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22 CCFMG will provide complete sexual assault nurse examinations including
-23 services related to the collection of evidence and completion of the Fresno County
24 Sheriffs Department paperwork pertaining to the gathering of evidence for victims and
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suspects that are involved or believed to be involved in sexual assault crimes. These
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27 services will be available on a 24-hour basis with a response time of approximately 30
28 minutes. For those victims under the age of twelve (12), the exams will be performed at
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University Medical Center with a Pediatric Resident in attendance with the SAFE nurse.
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All other exams will be performed at all Community Hospitals of Central California
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facilities and at the University Medical Center. CCFMG will use its best efforts to
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expand the SAFE program to include St. Agnes and Kaiser Emergency rooms within the
6 first year of this Agreement, CCFMG will notify COUNTY in writing as to when St.
Agnes and Kaiser are added to the service availability. Only Registered Nurses who
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hold certification by the State of California as Sexual Assault Forensic Examiners SAFE
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nurse(s) shall provide the above services. In the event a CCFMG SAFE RN is
11 unavailable, a Licensed Independent Practitioner (Medical Doctor or Nurse Practitioner)
12 or a RN that possesses a SAFE Certification shall perform the exam at any and all
13 Community Hospitals of Central California Facilities.
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CCFMG acknowledges and agrees that the consideration for the compensation
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16 rate charged for the exam includes, but is not limited to, a professional standard of care
17 exercised for the purpose of a SAFE examination. CCFMG further acknowledges that
18 every reasonable effort will be made to ensure that the police officer(s) assigned and
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victim will not be kept waiting more than 30 minutes for a SAFE nurse to respond and
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diligently proceed to perform the exam.
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22 2. EFFECTIVE DATE.
23 This Agreement will become effective upon execution and will remain in
24 force for one year, with a maximum of two automatic one-year renewals. Agreement
25 shall automatically renew for each additional one (1) period except when written notice
26 is delivered by either party to the other expressing intent not to renew. Such notice
27 must be delivered a minimum of sixty (60) days prior to the next expiration date of this
28 agreement.
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2 3. Compensation Rate.
3 CCFMG's sole compensation for satisfactory performance of all services
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required or rendered pursuant to this Agreement for the SAFE program exams will be at
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the compensation rate of $603.00 per exam for victim evidence collection and $300.00
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7 for suspect evidence collection. In no event shall services performed by CCFMG under
a this Agreement exceed $75,000.00 per year during the term of this Agreement. This
9 Agreement does not provide for court appearances by CCFMG, which shall be provided
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under separate agreement (District Attorney $150.00 court testimony).
4. COMPENSATION/INVOICING.
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13 COUNTY agrees to pay CCFMG and CCFMG agrees to receive
14 compensation as follows: County will pay CCFMG for $603.00 per exam for victim
15 evidence collection and $300.00 for suspect evidence collection.
16 CCFMG shall submit monthly invoices in triplicate to County of Fresno at the
17 following address:
18 County of Fresno Sheriff Office
Sheriffs Business Office
19 2200 Fresno Street, P.O. Box 1788
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Fresno, CA 93721.
21 In no event shall services performed under this Agreement be in excess of
22 $75,000.00 during the term of this Agreement. It is understood that all expenses
23 incidental to CCFMG'S performance of services under this Agreement shall be borne
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by CCFMG. j
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26 Payments will be mailed to:
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2; Central California Faculty Medical Group
Finance Department
28 4910 East Clinton Avenue, Suite101
Fresno, CA 93727-1505
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1 5. TERMINATION
2 of Funds - The terms of this ho
A. Non-Allocatione t s Agreement,Bement, and t
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3 services to be provided thereunder, are contingent on the approval of funds by the
4 appropriating government agency. Should sufficient funds not be allocated, the services
provided may be modified, or this Agreement terminated, at any time by giving the
6 CONTRACTOR thirty (30) days advance written notice.
7 B. Breach of Contract
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The COUNTY may immediately suspend or terminate this Agreement
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in whole or in part, where in the determination of the COUNTY there is:
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1) An illegal or improper use of funds;
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2) A failure to comply with any term of this Agreement;
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3) A substantially incorrect or incomplete report submitted to the
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COUNTY;
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4) Improperly performed service.
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In no event shall any payment by the COUNTY constitute a waiver by the
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COUNTY of any breach of this Agreement or any default, which may then exist on the part
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of the CONTRACTOR. Neither shall such payment impair or prejudice any remedy
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available to the COUNTY with respect to the breach or default. The COUNTY shall have
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the right to demand of the CONTRACTOR the repayment to the COUNTY of any funds
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disbursed to the CONTRACTOR under this Agreement, which in the judgment of the
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COUNTY were not expended in accordance with the terms of this Agreement. The
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CONTRACTOR shall promptly refund any such funds upon demand.
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C. Without Cause
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Under circumstances other than those set forth above, this Agreement
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may be terminated by COUNTY upon the giving of thirty- (30) day's advance written
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notice of an intention to terminate to CONTRACTOR.
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In the event the COUNTY terminates the Agreement, the COUNTY may
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exercise any right, remedy (in law or equity), or privilege which may be available to it
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1 under applicable laws of the State of California or any other applicable law, or proceed
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by appropriate court action to enforce the terms of the Agreement, or to recover direct,
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indirect, consequential or incidental damages for the breach of the Agreement.
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5 6. INSURANCE
6 Without limiting the COUNTY's right to obtain indemnification from
7 CCFMG or any third parties, CCFMG, at its sole expense, shall maintain in full force
8 and effect the following insurance policies throughout the term of this Agreement:
9 A. Commercial General Liability
to Commercial General Liability Insurance with limits of not less than One
it Million Dollars ($1,000,000.00) per occurrence and an annual aggregate of Two Million
12 Dollars ($2,000,000.00). This policy shall be issued on a per occurrence basis. County
13 may require specific coverage including completed operations, product liability,
14 contractual liability, Explosion-Collapse-Underground, fire legal liability or any other
15 liability insurance deemed necessary because of the nature of the contract.
16 B. Automobile Liability
17 Comprehensive Automobile Liability Insurance with limits for bodily injury
18 of not less than Two Hundred Fifty Thousand Dollars ($250,000.00) per person, Five
19 Hundred Thousand Dollars ($500,000.00) per accident and for property damages of not
20 less than Fifty Thousand Dollars ($50,000.00), or such coverage with a combined single
21 limit of Five Hundred Thousand Dollars ($500,000.00). Coverage should include owned
22 and non-owned vehicles used in connection with this Agreement.
23 C. Professional Liability
24 Professional Liability Insurance with limits of not less than One Million
25 Dollars ($1 ,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual
26 aggregate
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D. Worker's Compensation
2 A policy of Worker's Compensation insurance as may be required by the
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California Labor Code.
4 CCFMG shall obtain endorsements to the Commercial General Liabilit
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5 insurance naming the County of Fresno, its officers, agents, and employees, individually
6 and collectively, as additional insured, but only insofar as the operations under this
Agreement are concerned. Such coverage for additional insured shall apply as primary
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insurance and an other insurance, or self-insurance, maintained b COUNTY, its
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9 officers, agents and employees shall be excess only and not contributing with insurance
to provided under CCFMG's policies herein. This insurance shall not be cancelled or
11 changed without a minimum of thirty- (30) day's advance written notice given to
12 COUNTY.
13 Within Thirty (30) days from the date CCFMG's signs this Agreement,
14 CCFMG shall provide certificates of insurance and endorsement as stated above for all
15 of the foregoing policies, as required herein, to the County of Fresno, (Fresno County
16 Sheriffs Department, Business Office), stating that such insurance coverage have been
1-7 obtained and are in full force; that the County of Fresno, its officers, agents and
le employees will not be responsible for any premiums on the policies; that such
19 Commercial General Liability insurance names the County of Fresno, its officers, agents
20 and employees, individually and collectively, as additional insured, but only insofar as
21 the operations under this Agreement are concerned; that such coverage for additional
22 insured shall apply as primary insurance and any other insurance, or self-insurance,
23 maintained by COUNTY, its officers, agents and employees, shall be excess only and
24 not contributing with insurance provided under CCFMG's policies herein; and that this
25 insurance shall not be cancelled or changed without a minimum of thirty (30) days
26 advance, written notice given to COUNTY.
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1 In the event CCFMG fails to keep in effect at all times insurance coverage
2 as herein provided, the COUNTY may, in addition to other remedies it may have,
3 suspend or terminate this Agreement upon the occurrence of such event.
4 All policies shall be with admitted insurers licensed to do business in the
s State of California. Insurance purchased shall be purchased from companies
6 possessing a current A.M. Best, Inc. rating of B+ FSC VIII or better.
7. HOLD HARMLESS
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CCFMG agrees to indemnify, save, hold harmless, and at COUNTY'S.
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request, defend the COUNTY, its officers, agents, and employees from any and all costs
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and expenses, damages, liabilities, claims, and losses occurring or resulting to COUNTY
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in connection with the performance, or failure to perform, by CCFMG, its officers, agents,
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or employees under this Agreement, and from any and all costs and expenses, damages,
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liabilities, claims, and losses occurring or resulting to any person, firm, or corporation who
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may be injured or damaged by the performance, or failure to perform, of
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CONTRACTOR, its officers, agents, or employees under this Agreement.
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If CCFMG should subcontract all or any portion of the work to be performed
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under this agreement, CCFMG shall require each subcontractor to indemnify, hold
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harmless and defend the COUNTY and each of its officers, officials, employees, agents
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and volunteers in accordance with the terms of the preceding paragraphs. This section
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shall survive termination or expiration of this Agreement.
zl 8. INDEPENDENT CONTRACTOR
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In the performance of the work, duties and obligations assumed by and in
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24 the furnishing of the services provided for herein, CCFMG, including any and all of
25 CCFMG's officers, agents and employees, will at all times be acting and performing as
26 an independent contractor, and shall act in an independent capacity and not as an
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agent of the COUNTY. Furthermore, except for the provisions contained within
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Paragraph 1 herein, COUNTY shall have no right to control or supervise or direct the
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1 manner or method by which CCFMG shall perform its work and function. However,
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COUNTY shall retain the right to administer this Agreement so as to verify that CCFMG
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is performing its obligations and duties in accordance with the terms and conditions
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5 thereof. CCFMG and COUNTY shall comply with all applicable provisions of law and
6 the rules and regulations of governmental authorities having jurisdiction over the
7 matters and services subject to this Agreement.
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Because of the status as an independent contractor, CCFMG, including
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10 any and all of CCFMG's officers, agents and employees, shall have no right to
1_ employment rights and benefits available to COUNTY employees. CCFMG shall be
12 solely liable and responsible for providing to, its officers, gents, and employees all
13 legally-required employee benefits. in addition, CCFMG shall be solely responsible
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and save COUNTY harmless from all matters relating to payment of CCFMG's officers,
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16 agents and employees, including compliance with Social Security withholding and all
1� other regulations and laws governing such matters. It is acknowledged that during the
12 term of this Agreement, CCFMG may be providing services to other entities and parties
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unrelated to the COUNTY or to this Agreement.
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9. PROFESSIONAL SKILLS
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22 It is further mutually understood and agreed by and between the parties
23 hereto that inasmuch as CCFMG represents to COUNTY that CCFMG is skilled in the
24 professional knowledge and shall perform in accordance with the standards of said
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profession necessary to perform the services agreed to be done by it under this
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2-7Agreement, COUNTY relies upon the skill of CCFMG to do and perform the services in
28 a skillful manner, and CCFMG agrees to thus perform the services. The acceptance of
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1 CCFMG's services by COUNTY shall not operate as a release of CCFMG from said
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standard of care and performance.
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10. General terms
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5 In performing the services to be provided hereunder, CCFMG shall not
6 employ or retain the services of any person while such person either is employed by the
County or is a member of any County commission, board, committee, or similar County
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body. The County Administrative Officer may waive this requirement if no actual or
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potential conflict is involved.
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1, 11. NOTICES
12 Any notice required or intended to be given to either party under the terms
13 of this Agreement shall be in writing and shall be deemed to be duly given if delivered
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personally or deposited into the United States mail, with postage prepaid, addressed to
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;6 the party to which notice is to be given at the party's address set forth below or at such
17 other address as the parties may from time to time designate by written notice.
1e COUNTY OF FRESNO CCFMG
9 Sheriff's Business Office c/o Joyce Fields-Keene, M.P.A.
Business Office Finance Department
20 2200 Fresno Street 4910 E. Clinton Ave. #101
Fresno, CA 93721 Fresno, CA 93727-1505
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22 12. ASSIGNMENT
23 This Agreement is personal to CCFMG and there shall be no assignment
24 by CCFMG of its rights or obligations under this Agreement without the prior written
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approval of COUNTY. Any attempted assignment by CCFMG, its successors or
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assigns shall be null and void unless approved in writing by COUNTY.
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1 CCFMG hereby agrees not to assign the payment of the monies due
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CCFMG from COUNTY under the terms of this Agreement to any other individual(s),
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corporations(s) or entity (ies). COUNTY retains the right to pay any and all monies due
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5 CCFMG directly to CCFMG.
6. 13. COMPLIANCE WITH LAW
7 In providing the services required under this Agreement, CCFMG shall at
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all times comply with all applicable laws of the United States, the State of California and
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18 the County of Fresno, and will comply with all applicable regulations promulgated by
11 Federal, State, regional, or local administrative and regulatory agencies, now in force
12 and as they may be enacted, issued, or amended during the term of this Agreement.
1.3 14. WAIVER AND MODIFICATION
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No provisions of this Agreement may be waived or modified unless in
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16 writing and signed by all parties to this Agreement. Waiver of any one provision herein
17 shall not be deemed to be a waiver of any others provision herein and shall not affect
18 remainder of the agreement.
19 15. GOVERNING LAW AND VENUE
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This Agreement shall be governed by, and construed and enforced in
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22 accordance with the laws of the State of California. Notwithstanding the provisions of
23 California Code of Civil Procedure section 394, venue for purposes of the filing of any
24 action regarding the enforcement or interpretation of this Agreement and any rights and
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duties hereunder shall be Fresno, California.
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1 16. HEADINGS
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The section headings in this Agreement are for convenience and
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reference only and shall not be construed or held in any way to explain, modify or add to
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5 the interpretation or meaning of the provisions of this Agreement.
6 17. SEVERABILITY
The provisions of this Agreement are severable. The invalidity or
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unenforceability of any one provision in this Agreement shall not affect the other
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provisions.
11 18. INTERPRETATION
12 The parties acknowledge that this Agreement in its final form is the result
13 of the combined efforts of the parties and that, should any provision of this Agreement
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be found to be ambiguous in any way, such ambiguity shall not be resolved by
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16 construing this Agreement in favor or against any party, but rather by construing the
17 terms in accord with their generally accepted meaning.
1e 19. CUMULATIVE REMEDIES
19 No remedy or election hereunder shall be deemed exclusive but shall,
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wherever possible, be cumulative with all other remedies at law or in equity.
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22 20. EXTENT OF AGREEMENT
23 Each party acknowledges that they have read and fully understand the
24 contents of this Agreement. This Agreement represents the entire and integrated
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agreement between the parties with respect to the subject matter hereof and
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27 supersedes all prior negotiations, representations or agreements, either written or oral.
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1 This Agreement may be modified only by written instrument duly authorized and
2 COUNTY and the CCFMG
executed b both the COUN
Y
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21. AUDITS AND INSPECTIONS
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5 CCFMG shall at any time during its normal business hours, and as often as the
6 COUNTY may deem necessary, make available to the COUNTY for examination all of its
7 records and data with respect to the matters covered by this Agreement. The
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CONTRACTOR shall, upon request by the COUNTY, permit the COUNTY to audit and
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inspect all of such records and data necessary to ensure CONTRACTOR'S compliance with
11 the terms of this Agreement.
12 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR
13 shall be subject to the examination and audit of the COUNTY'S Auditor for a period of three
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(3) years after final payment under this Agreement (Government Code Section 8546.7).
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1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
2 executed as of the day and year first herein above written.
3 CONTRACTOR COUNTY OF FRESN
UL I 3 2004
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By By
6 Joyce ' Ids-Keene, MPA Chairman, Board of Supervisor
7 Ex c tive Director, CCFMG
Taxpayer ID 94-2613220
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10 REVIEWED & RECOMMENDED ATTEST:
FOR APPROVAL Clerk to the Board of Supervisors
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Richard Pierce, Sheriff
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15 APPROVED AS TO LEGAL FORM:
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18 Deifnis Marsh II
19 Interim County Counsel
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APPROVED AS TO ACCOUNTING FORM-
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23
icky Crow
Auditor-Controller/Treasure T Collector
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26 Fund 0001
27 Subclass 10000
ORG 31101302
2e Account 7295
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CERTIFICATE OF DELIVERY OF DOCUMENT
I am employed by the County of Fresno as a Deputy Clerk of the Board of Supervisors.
On July 13, 2004 I delivered a copy of Agreement 04-298 to the Chairperson of the Fresno
County Board of Supervisors.
Marlene Moumd'ian
Deputy Clerk
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