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HomeMy WebLinkAboutP-25-179 Papagni Staffing Study Services.pdf P-25-179 SERVICE AGREEMENT This Service Agreement ("Agreement") is dated May 5th, 2025 ("Effective Date") and is between Douglas M. Papagni and Consulting ("Contractor"), and the County of Fresno, a political subdivision of the State of California ("County"). Recitals A. County desires to contract with Contractor for special services which consist of the development of a study that analyzes the correctional officer staffing levels of the Fresno County Adult Correctional Facility ("Jail Facilities") in connection with a Federal Consent Decree in Hall v. County of Fresno (Case No. 1:11-cv-02047-JLT-BAM), and also in connection with the general needs of the Jail Facilities. B. Contractor represents that Contractor is specially trained, experienced, competent, and willing to perform these services in connection with the development of a scope of work and application for state funding, and is willing and qualified to provide these services to the County. The parties therefore agree as follows: Article 1 Contractor's Services 1.1 Scope of Services. The Contractor shall perform all of the services provided in Exhibit A to this Agreement, titled "Scope of Services." 1.2 Representation. Contractor represents that Contractor is specially trained, experienced, competent, and willing to perform these services in connection with the development of a scope of work and application for state funding and is willing and qualified to provide these services to the County. 1.3 Special training. Contractor represents that Contractor is specially trained, experienced, competent, and willing to perform these services in connection with the development of a scope of work and application for state funding and is willing and qualified to provide these services to the County. 1.4 Compliance with Laws. The Contractor shall, at its own cost, comply with all applicable federal, state, and local laws and regulations in the performance of its obligations P-25-179 under this Agreement, including but not limited to workers compensation, labor, and confidentiality laws and regulations. The Contractor shall comply with Exhibit E, Data Security. 1.5 Site Visits. The Contractor shall comply with all security and confidentiality requirements of the County in its site visits to the Jail facilities. 1.6 Reports and Work Product. The Contractor shall provide all reports, recommendations, work product, and documents created during the performance of Contractor's services under this Agreement ("Work Product") to the County Counsel or their designee, with a copy to the Chief Operating Officer of the County Administrative Office. The parties intend for all Work Product to be confidential communications covered by the attorney- client privilege (California Evidence Code §§ 952 and 954) and the attorney work product doctrine (California Code of Civil Procedure §§ 2018.010 through 2018.080). The Contractor shall not disclose Work Product to any person other than the County Counsel or their designee, unless authorized by the County under section 10.5 of this Agreement. The County is the sole owner of all Work Product that is created pursuant to this Agreement. Article 2 County's Responsibilities 2.1 The County shall designate a point of contact for the Contractor, for all communications other than the provision of Work Product, as provided in section 1.5 of this Agreement, which shall be the County Administrative Officer or their designee, with a copy on all communication to the County Counsel. Article 3 Compensation, Invoices, and Payments 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for the performance of its services under this Agreement as described in Exhibit B to this Agreement, titled "Compensation." 3.2 Maximum Compensation. The maximum compensation payable to the Contractor under this Agreement is one-hundred thousand dollars ($100,000.00), commencing as of the Effective Date, for the entire term of the Agreement, including extensions, if any. The Contractor P-25-179 acknowledges that the County is a local government entity and does so with notice that the County's powers are limited by the California Constitution and by State law, and with notice that the Contractor may receive compensation under this Agreement only for services performed according to the terms of this Agreement and while this Agreement is in effect, and subject to the maximum amount payable under this section. The Contractor further acknowledges that County employees have no authority to pay the Contractor except as expressly provided in this Agreement. 3.3 Invoices. The Contractor shall submit monthly invoices to the Office of the County Counsel, 2220 Tulare Street, Suite 500, Fresno, CA 93721. The Contractor shall submit each invoice within 60 days after the month in which the Contractor performs services and in any case within 60 days after the end of the term or termination of this Agreement. 3.4 Payment. The County shall pay each correctly completed and timely submitted invoice within 45 days after receipt. The County shall remit any payment to the Contractor's address specified in the invoice. 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and expenses that are not specified as payable by the County under this Agreement. Article 4 Term of Agreement 4.1 Term. This Agreement is effective on the Effective Date and terminates on June 1, 2025, except as provided in section 4.2, "Extension," or Article 6, "Termination and Suspension," below. 4.2 Extension. The term of this Agreement may be extended for no more than two, sixty (60) day periods only upon written approval of both parties. The County Administrative Officer or his or her designee is authorized to sign the written approval on behalf of the County based on the Contractor's satisfactory performance. The extension of this Agreement by the County is not a waiver or compromise of any default or breach of this Agreement by the Contractor existing at the time of the extension whether or not known to the County. P-25-179 Article 5 Notices 5.1 Contact Information. The persons and their addresses having authority to give and receive notices provided for or permitted under this Agreement include the following: For the County: County Administrative Officer County of Fresno 2281 Tulare Street, Suite 304 Fresno, CA 93721 County Counsel County of Fresno 2220 Tulare Street, Suite 500 Fresno, CA 93721 For the Contractor: Douglas M. Papagni 1722 W. Locust Fresno, CA 93711 5.2 Change of Contact Information. Either party may change the information in section 5.1 by giving notice as provided in section 5.3. 5.3 Method of Delivery. Each notice between the County and the Contractor provided for or permitted under this Agreement must be in writing, state that it is a notice provided under this Agreement, and be delivered either by personal service, by first-class United States mail, by an overnight commercial courier service, by telephonic facsimile transmission, or by Portable Document Format (PDF) document attached to an email. (A) A notice delivered by personal service is effective upon service to the recipient. (B) A notice delivered by first-class United States mail is effective three County business days after deposit in the United States mail, postage prepaid, addressed to the recipient. (C)A notice delivered by an overnight commercial courier service is effective one County business day after deposit with the overnight commercial courier service, delivery fees prepaid, with delivery instructions given for next day delivery, addressed to the recipient. P-25-179 (D)A notice delivered by telephonic facsimile transmission or by PDF document attached to an email is effective when transmission to the recipient is completed (but, if such transmission is completed outside of County business hours, then such delivery is deemed to be effective at the next beginning of a County business day), provided that the sender maintains a machine record of the completed transmission. 5.4 Claims Presentation. For all claims arising from or related to this Agreement, nothing in this Agreement establishes, waives, or modifies any claims presentation requirements or procedures provided by law, including the Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810). 5.5 No right to possess or control. Contractor acknowledges that providing services at the Jail does not entitle the Contractor to have any right to control or exclusively possess all or any portion of any County facility, including the Jail, and at any time, authorized County staff may enter County facilities, including the Jail, where the Contractor is performing services. Article 6 Termination and Suspension 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are contingent on the approval of funds by the appropriating government agency. If sufficient funds are not allocated, then the County, upon at least 30 days' advance written notice to the Contractor, may: (A) Modify the services provided by the Contractor under this Agreement; or (B) Terminate this Agreement. 6.2 Termination for Breach. (A) Upon determining that a breach (as defined in paragraph (C) below) has occurred, the County may give written notice of the breach to the Contractor. The written notice may suspend performance under this Agreement and must provide at least 30 days for the Contractor to cure the breach. (B) If the Contractor fails to cure the breach to the County's satisfaction within the time stated in the written notice, the County may terminate this Agreement immediately. P-25-179 (C) For purposes of this section, a breach occurs when, in the determination of the County, the Contractor has: (1) Obtained or used funds illegally or improperly; (2) Failed to comply with any part of this Agreement; (3) Submitted a substantially incorrect or incomplete report to the County; or (4) Improperly performed any of its obligations under this Agreement. 6.3 Termination without Cause. In circumstances other than those set forth above, the County may terminate this Agreement by giving at least 30 days advance written notice to the Contractor. 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County under this Article 6 is without penalty to or further obligation of the County. 6.5 County's Rights upon Termination. Upon termination for breach under this Article 6, the County may demand repayment by the Contractor of any monies disbursed to the Contractor under this Agreement that, in the County's sole judgment, were not expended in compliance with this Agreement. The Contractor shall promptly refund all such monies upon demand. This section survives the termination of this Agreement. Article 7 Independent Contractor 7.1 Status. In performing under this Agreement, the Contractor, including its officers, agents, employees, and volunteers, is at all times acting and performing as an independent contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint venturer, partner, or associate of the County. 7.2 Verifying Performance. The County has no right to control, supervise, or direct the manner or method of the Contractor's performance under this Agreement, but the County may verify that the Contractor is performing according to the terms of this Agreement. 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no right to employment rights or benefits available to County employees. The Contractor is solely responsible for providing to its own employees all employee benefits required by law. The P-25-179 Contractor shall save the County harmless from all matters relating to the payment of Contractor's employees, including compliance with Social Security withholding and all related regulations. 7.4 Services to Others. The parties acknowledge that, during the term of this Agreement, the Contractor may provide services to others unrelated to the County. Article 8 Indemnity and Defense 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the County (including its officers, agents, employees, and volunteers) against all claims, demands, injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to the performance or failure to perform by the Contractor (or any of its officers, agents, subcontractors, or employees) under this Agreement. The County may conduct or participate in its own defense without affecting the Contractor's obligation to indemnify and hold harmless or defend the County. 8.2 Survival. This Article 8 survives the termination or expiration of this Agreement. Article 9 Insurance 9.1 The Contractor shall comply with all the insurance requirements in Exhibit C to this Agreement. Article 10 Inspections, Audits, and Public Records 10.1 Inspection of Documents. The Contractor shall make available to the County, and the County may examine at any time during business hours and as often as the County deems necessary, all of the Contractor's records and data with respect to the matters covered by this Agreement, excluding attorney-client privileged communications. The Contractor shall, upon request by the County, permit the County to audit and inspect all of such records and data to ensure the Contractor's compliance with the terms of this Agreement. P-25-179 10.2 State Audit Requirements. If the compensation to be paid by the County under this Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the California State Auditor, as provided in Government Code section 8546.7, for a period of three years after final payment under this Agreement. This section survives the termination of this Agreement. 10.3 Public Records. The County is not limited in any manner with respect to its public disclosure of this Agreement or any record or data that the Contractor may provide to the County. The County's public disclosure of this Agreement or any record or data that the Contractor may provide to the County may include but is not limited to the following: (A) The County may voluntarily, or upon request by any member of the public or governmental agency, disclose this Agreement to the public or such governmental agency. (B) The County may voluntarily, or upon request by any member of the public or governmental agency, disclose to the public or such governmental agency any record or data that the Contractor may provide to the County, unless such disclosure is prohibited by court order. (C) This Agreement, and any record or data that the Contractor may provide to the County, is subject to public disclosure under the Ralph M. Brown Act (California Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950). (D) This Agreement, and any record or data that the Contractor may provide to the County, may be subject to public disclosure as a public record under the California Public Records Act (California Government Code, Title 1, Division 10, beginning with section 7920.000) ("CPRA"). (E) This Agreement, and any record or data that the Contractor may provide to the County, may be subject to public disclosure as information concerning the conduct of the people's business of the State of California under California Constitution, Article 1, section 3, subdivision (b). P-25-179 (F) Any marking of confidentiality or restricted access upon or otherwise made with respect to any record or data that the Contractor may provide to the County shall be disregarded and have no effect on the County's right or duty to disclose to the public or governmental agency any such record or data. 10.4 Public Records Act Requests. If the County receives a written or oral request under the CPRA to publicly disclose any record that is in the Contractor's possession or control, and which the County has a right, under any provision of this Agreement or applicable law, to possess or control, then the County may demand, in writing, that the Contractor deliver to the County, for purposes of public disclosure, the requested records that may be in the possession or control of the Contractor. Within five business days after the County's demand, the Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's possession or control, together with a written statement that the Contractor, after conducting a diligent search, has produced all requested records that are in the Contractor's possession or control, or (b) provide to the County a written statement that the Contractor, after conducting a diligent search, does not possess or control any of the requested records. The Contractor shall cooperate with the County with respect to any County demand for such records. If the Contractor wishes to assert that any specific record or data is exempt from disclosure under the CPRA or other applicable law, it must deliver the record or data to the County and assert the exemption by citation to specific legal authority within the written statement that it provides to the County under this section. The Contractor's assertion of any exemption from disclosure is not binding on the County, but the County will give at least 10 days' advance written notice to the Contractor before disclosing any record subject to the Contractor's assertion of exemption from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption, failure to produce any such records, or failure to cooperate with the County with respect to any County demand for any such records. 10.5 Work Product. Notwithstanding any other provisions of this Article 10, all Work Product is protected from disclosure pursuant to the attorney-client privilege and the work product P-25-179 privilege, as stated in section 1.5 of this Agreement, and Government Code §§ 7922.000 (public interest served by not disclosing the record clearly outweighs the public interest served by disclosure of the record), 7927.705 (disclosure exempted by state law), and Health and Safety Code § 10848.2 (records that relate to negotiations with providers of healthcare). Article 11 Disclosure of Self-Dealing Transactions 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation, or changes its status to operate as a corporation. 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a self-dealing transaction, he or she shall disclose the transaction by completing and signing a "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to the County before commencing the transaction or immediately after. 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is a party and in which one or more of its directors, as an individual, has a material financial interest. Article 12 General Terms 12.1 Non-Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party. 12.2 Governing Law. The laws of the State of California govern all matters arising from or related to this Agreement. 12.3 Jurisdiction and Venue. This Agreement is signed and performed in Fresno County, California. Contractor consents to California jurisdiction for actions arising from or related to this Agreement, and, subject to the Government Claims Act, all such actions must be brought and maintained in Fresno County. 12.4 Construction. The final form of this Agreement is the result of the parties' combined efforts. If anything in this Agreement is found by a court of competent jurisdiction to be P-25-179 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement against either party. 12.5 Days. Unless otherwise specified, "days" means calendar days. 12.6 Headings. The headings and section titles in this Agreement are for convenience only and are not part of this Agreement. 12.7 Severability. If anything in this Agreement is found by a court of competent jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of this Agreement with lawful and enforceable terms intended to accomplish the parties' original intent. 12.8 Nondiscrimination. During the performance of this Agreement, the Contractor shall not unlawfully discriminate against any employee or applicant for employment, or recipient of services, because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military status or veteran status pursuant to all applicable State of California and federal statutes and regulation. 12.9 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation of the Contractor under this Agreement on any one or more occasions is not a waiver of performance of any continuing or other obligation of the Contractor and does not prohibit enforcement by the County of any obligation on any other occasion. 12.10 Entire Agreement. This Agreement, including its exhibits, is the entire agreement between the Contractor and the County with respect to the subject matter of this Agreement, and it supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, and understandings of any nature unless those things are expressly included in this Agreement. If there is any inconsistency between the terms of this Agreement without its exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving precedence first to the terms of this Agreement without its exhibits, and then to the terms of the exhibits. P-25-179 12.11 No Third-Party Beneficiaries. This Agreement does not and is not intended to create any rights or obligations for any person or entity except for the parties. 12.12 Authorized Signature. The Contractor represents and warrants to the County that: (A) The Contractor is duly authorized and empowered to sign and perform its obligations under this Agreement. (B) The individual signing this Agreement on behalf of the Contractor is duly authorized to do so and his or her signature on this Agreement legally binds the Contractor to the terms of this Agreement. 12.13 Electronic Signatures. The parties agree that this Agreement may be executed by electronic signature as provided in this section. (A) An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed version of an original handwritten signature; or (3) an electronically scanned and transmitted (for example by PDF document) version of an original handwritten signature. (B) Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. (C) The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). (D) Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other party may rely upon that representation. P-25-179 (E) This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. 12.14 Counterparts. This Agreement may be signed in counterparts, each of which is an original, and all of which together constitute this Agreement. [SIGNATURE PAGE FOLLOWS] P-25-179 The parties are signing this Agreement on the date stated in the introductory clause. CONTRACTOR COUNTY OF FRESNO Douglas M. Papagni Riley Blackburn Purchasing Manager 1722 W. Locust 333 W. Pontiac Way Fresno, CA 93711 Clovis, CA 93612 For accounting use only: Org No.: Account No.: Fund No.: Subclass No.: P-25-179 Scope of Services Contractor shall prepare and submit a staffing study report ("the 2025 report") that is materially similar in form and substance to the June 2014 "Fresno County Jail 2014 Staffing Study" by D. Papagni and Associates Consulting ("the 2014 report"). The 2025 report shall follow the same basic substance and format as the 2014 report, except that it shall take into account the current physical, policy, population and legal circumstances of the Fresno County Jail. In particular, the 2025 report must consider the "West Annex" and omit consideration of the "South Annex." In addition, the 2025 report must: • Verify productive hours for Correctional Officers and Correction Sergeants • Identify fixed post and non-fixed post positions in the jail system • Develop required hours of labor to meet Title 15 standards • Develop required hours of labor to meet mandates of current MOU's • Develop required hours of labor to meet mandates of any current or pending litigation, including Hall et. al. v. County of Fresno 1:11-cv-02047 • Identify any areas that can be safely and efficiently performed by the use of technology • Provide a recommended staffing level for current jail facilities, excluding the South Annex and including the West Annex • Review current and potential staff saving technical options • Analyze and make recommendations about staffing levels as they relate to the Fresno County Jail's obligations under the consent decree (CD) and remedial plan (RP) in Hall et al. v. County of Fresno 1:11-cv-02047, including but not limited to, RP section I.A.4, "Jail health care staff and the Sheriff's Office shall develop and implement standardized procedures that provide coordination between correctional and medical staff such that patients receive safe and timely access to care and medications," and RP I.B.2, "The County shall employ P-25-179 adequate numbers of correctional staff to assist with medication administration and the movement of patients to receive health care services." Contractor shall communicate with jail command staff, including the Assistant Sheriff of the Custody Division and the Health Services Manager about what access to facilities, records, or other materials Contractor needs in order to prepare the 2025 report. The timeline to complete the study and submit a final report is 60 days from the effective date of this agreement. After completion of initial analysis and recommendations, Contractor with meet with the Assistant Sheriff in charge of the Custody Division and other necessary staff as determined by the Assistant Sheriff in charge of the Custody Division. If the Assistant Sheriff determines that further analysis or recommendations are required, Contractor shall perform such further analysis at the same rate and under the same terms as provided elsewhere in this Agreement. The County point of contact for questions or issues regarding the scope of services covered by this agreement in Assistant Sheriff Russell Duran, unless the Sheriff designates a different point of contact. P-25-179 Compensation The Contractor will be compensated for performance of its services under this Agreement as provided in this Exhibit. The Contractor is not entitled to any compensation except as expressly provided in this Exhibit. County of Fresno agrees to pay Contractor an hourly rate of $105.00 per hour for hours actually engaged in the performance of such work as specifically set forth according to terms of Exhibit A, whether said work be performed in Fresno County or elsewhere. In addition, Contractor shall be reimbursed for all reasonable expenses incurred by Contractor in the performance of this Agreement and agreed to by County. Reasonable expenses include actual business expenses incurred while meeting the "Scope of Services." Any and/or all payments made under this Agreement shall be paid by check, payable to the order of the Contractor and be mailed or delivered to Contractor at: Name: Douglas M. Papagni Address: 1722 W. Locust City/State/Zip: Fresno, CA 93711 Alternately, County may mail the check to Contractor to such other address as Contractor may from time to time designate. Each invoice or approved alternate documentation must: A. Detail by task the services performed by Contractor. B. Detail the labor cost (number of hours) attributed to each task. C. Show the cumulative cost for all tasks performed to date. D. Provide any additional information and data requested by County as deemed necessary by County to properly evaluate or process Contractor's claim. E. Detail the specific expense and amount of reimbursement requested. P-25-179 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). P-25-179 (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: P-25-179 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. Contractor is exempt from the County's normal commercial general liability insurance requirements for the purposes of this agreement. (B) Automobile Liability. Contractor is exempt from the County's normal automobile insurance requirements. Nothing in this agreement affects Contractors obligation to maintain automobile insurance as otherwise required by law. (C)Workers Compensation. Workers compensation insurance as required by the laws of the State of California with statutory limits. This requirement applies only if Contractor has or obtains employees. (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. This requirement applies only if Contractor has or obtains employees. (E) Professional Liability. Contractor is exempt from the County's normal professional liability insurance requirements. 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 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 P-25-179 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: VII. (C) Notice of Cancellation or Change. For each insurance policy required under this Agreement, the Contractor shall provide to the County, or ensure that the policy requires the insurer to provide to the County, written notice of any cancellation or change in the policy as required in this paragraph. For cancellation of the policy for nonpayment of premium, the Contractor shall, or shall cause the insurer to, provide written notice to the County not less than 10 days in advance of cancellation. For cancellation of the policy for any other reason, and for any other change to the policy, the Contractor shall, or shall cause the insurer to, provide written notice to the County not less than 30 days in advance of cancellation or change. The County in its sole discretion may determine that the failure of the Contractor or its insurer to timely provide a written notice required by this paragraph is a breach of this Agreement. (D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance with broader coverage, higher limits, or both, than what is required under this Agreement, then the County requires and is entitled to the broader coverage, higher limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer to deliver, to the County's Risk Manager certificates of insurance and endorsements for all of the coverages that have such broader coverage, higher limits, or both, as required under this Agreement. (E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its officers, agents, employees, and volunteers any amounts paid under the policy of worker's compensation insurance required by this Agreement. The Contractor is solely responsible to obtain any policy endorsement that may be necessary to accomplish that waiver, but the Contractor's waiver of subrogation under this paragraph is effective whether or not the Contractor obtains such an endorsement. (F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep in effect at all times any insurance coverage required under this Agreement, the County may, in addition to any other remedies it may have, suspend or terminate this Agreement upon the occurrence of that failure, or purchase such insurance coverage, and charge the cost of that coverage to the Contractor. The County may offset such charges against any amounts owed by the County to the Contractor under this Agreement. P-25-179 (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. P-25-179 1 The parties are signing this Agreement on the date stated in the introductory clause. 2 CONTRACTOR COUNTY OFFRESNO 3 �. 5 Douglas M. Papa ,i Riley Blackburn Purchasing Manager 6 1722 W. Locust 333 W. Pontiac Way 7 Fresno, CA 93711 Clovis, CA 93612 8 9 For accounting use only: 10 Org No.: 11 Account No.: Fund No.: 12 Subclass No.: 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 14