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HomeMy WebLinkAboutP-25-328 Community Justice Center.pdf P-25-328 County of Fresno SERVICE AGREEMENT This Service Agreement ("Agreement") is dated June 27, 2025 and is between Community Justice Center, a 501(c3) nonprofit corporation ("Contractor"), and the County of Fresno, a political subdivision of the State of California ("County"). Recitals A. The County's Probation Department ("Department") is in need of mediation services to seek redress for victims of crime and restitution by offenders. B. The Contractor represents that it has personnel skilled in the provision of such services. The Contractor provides restorative justice mediation services to at-risk youth pursuant to County Agreement No. 20-241, which expires June 30, 2025. C. The County needs to have a short-term agreement to continue restorative justice mediation services for at risk-youth during the time needed to complete the Request for Proposal formal bidding process to find a contractor to perform these services. D. The Contractor represents that it is able to continue providing the County with restorative justice mediation services for at-risk youth while the County completes the RFP process. 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. The Contractor represents that it is qualified, ready, willing, and able to perform all of the services provided in this Agreement. 1.3 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 under this Agreement, including but not limited to workers compensation, labor, and confidentiality laws and regulations. 1.4 Contractor shall ensure all Contractor's employees, consultants, subcontractors or agents described in the Child Abuse Reporting Act, section 11164, et. seq. of the Penal Code, P-25-328 County of Fresno and while performing services under this Agreement, Contractor shall report all known or suspected child abuse or neglect to a child protective agency as defined in Penal Code section 11165.9. 1.5 Administrative Meetings. Contractor shall schedule, facilitate, and hold monthly, or as needed, administrative meetings with County staff and/or designees to evaluate and address statistics, program needs, problems/issues that may arise, and interrelationships between County's staff and Contractor's staff. Contractor shall provide County staff with statistics in electronic format prior to the meeting. Article 2 County's Responsibilities 2.1 The County shall provide oversight and collaborate with Contractor, other County Departments and community agencies to help achieve program goals and outcomes. In additional to contract monitoring of program, oversight includes, but not limited to, coordination with Office of Youth and Community Restoration (OYCR) and Superior Court of California, County of Fresno in regard to program administration and outcomes. County shall participate in evaluating the progress of the overall program and be available to Contractor for ongoing consultation. County shall receive and analyze statistical outcome date from Contractor throughout the term of the Agreement on a monthly basis. County shall notify the Contractor when additional participation is required. The performance outcome measurement process shall not be limited to survey instruments but shall also include, as appropriate, persons served and staff surveys and other methods of obtaining required information. 2.2 The County shall compensate and remit payment to Contractor as provided in Article 3, "Compensation, Invoices, and Payments," of this Agreement. 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 this section. Contractor P-25-328 County of Fresno agrees to receive compensation at a rate of Eleven Thousand and No/100 Dollars ($11,000.00) per month during the term of this Agreement. 3.2 Maximum Compensation. The maximum compensation payable to the Contractor under this Agreement is Twenty-Two Thousand and No/100 Dollars ($22,000.00) for the period of July 1, 2025 through August 31, 2025. In this Agreement is extended for an additional third month pursuant to Article 4, then the maximum compensation paid to Contractor for September 1, 2025 through September 30, 2025 shall not exceed Eleven Thousand and No/100 Dollars ($11,000.00). In no event shall the total maximum compensation and any other payment for services performed under this Agreement exceed Thirty-Three Thousand and No/100 Dollars ($33,000.00). The Contractor 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 electronically to 1) Probation Invoices(a)fresnocountyca.go and 2) ProbationContracts(a)fresnocountyca.qov. Each invoice shall specifically identify this Agreement number and shall include the amount due for compensation as identified in this Article. The Contractor shall submit each invoice within fifteen (15) days after the month in which the Contractor performs services and in any case within fifteen (15) days after the end of the term or termination of this Agreement. 3.4 Payment. Payments shall be made by County to Contractor in arrears, for services provided during the preceding month, within forty-five (45) days after the date of receipt, verification, and approval by County. All final invoices and/or any final budget modification requests shall be submitted by Contractor within sixty (60) days following the final month of service for which payment is claimed. No action shall be taken by County on claims submitted P-25-328 County of Fresno beyond the sixty (60) day closeout period. Any compensation which is not expended by Contractor pursuant to the terms and conditions of this Agreement shall automatically revert to County. 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 July 1, 2025 and terminates on August 31, 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 one one- month period upon written approval of both parties at least thirty (30) days before the first day of the one-month extension period. The Chief Probation 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. 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: Chief Probation Officer County of Fresno 3333 E. American Avenue, Suite B Fresno, CA 93725 ProbationContracts@fresnocountyca.gov For the Contractor: Executive Director Community Justice Center 4840 N. First Street, Suite 101 Fresno, CA 93726 sheri@communityjusticecenter.com P-25-328 County of Fresno 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. (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). P-25-328 County of Fresno 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. (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 P-25-328 County of Fresno 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 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 P-25-328 County of Fresno 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 of this Agreement. Article 9 Insurance 9.1 The Contractor shall comply with all the insurance requirements in Exhibit B 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. 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. P-25-328 County of Fresno (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, is subject to public disclosure as a public record under the California Public Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning with section 6250) ("CPRA"). (E) This Agreement, and any record or data that the Contractor may provide to the County, is 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). (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 P-25-328 County of Fresno 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. 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 Modification. Except as provided in Article 6, "Termination and Suspension," this Agreement may not be modified, and no waiver is effective, except by written agreement signed P-25-328 County of Fresno by both parties. The Contractor acknowledges that County employees have no authority to modify this Agreement except as expressly provided in this Agreement. 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party. 12.3 Governing Law. The laws of the State of California govern all matters arising from or related to this Agreement. 12.4 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. 12.5 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 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement against either party. 12.6 Days. Unless otherwise specified, "days" means calendar days. 12.7 Headings. The headings and section titles in this Agreement are for convenience only and are not part of this Agreement. 12.8 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. 12.9 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. P-25-328 County of Fresno 12.10 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. 12.11 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. 12.12 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. 12.13 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. 12.14 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. P-25-328 County of Fresno (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. (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. 12.15 Counterparts. This Agreement may be signed in counterparts, each of which is an original, and all of which together constitute this Agreement. [SIGNATURE PAGE FOLL0INS] P-25-328 County of Fresno The parties are signing this Agreement on the date stated in the introductory clause. COMMUNITY JUSTICE CENTER COUNTY OF FRESNO Digitally signed by Riley sdcer� ,wL-r�enA&-e f� Riley Blackburn Blackburn Date:2025.06.27 09:01:38-07'00' Sheri Wiedenhoefer, Executive Director Riley Blackburn, Purchasing Manager 4840 N. First Street, Suite 101 Fresno, CA For accounting use only: Org No.: 34309999 Account No.: 7295 Fund No.: 0001 Subclass No.: 10000 P-25-328 County of Fresno Scope of Services Referrals will be made to Contractor by the Court, Public Defender, District Attorney, or Probation Department for services as follows: 1. Contractor shall provide fully trained mediators to initiate, monitor and complete the Community Justice Conference (CJC). The CJC unites the offender, victim, and Contractor, with the assistance of the Probation Department when needed. An agreement shall be established and signed by the offender and victim. This may be, but is not limited to restitution, public services, and/or counseling. 2. Contractor shall contact the victim, offender, and his or her family to determine their participation in the CJC. 3. Contractor shall provide all necessary arrangements for the CJC. 4. Contractor shall contact and make preparations for the CJC with all appropriate individuals and agencies (Police, Probation Officer, District Attorney, Offender, Offender's Family, Victim, and any other agency necessary to complete the CJC). 5. Contractor shall facilitate and directly participate in the CJC, and prepare an agreement to be executed by participating parties. 6. Contractor shall ensure proper monitoring of the Offender's performance of his or her obligation under the agreement until its competition (or failure to fully perform under the agreement)for the necessary timeframe. 7. It is anticipated that Contractor shall provide an average of 16 CJC's per month, including preparation of related agreements and provisions of related services. P-25-328 County of Fresno Insurance Requirements 1. Required Policies Without limiting the County's right to obtain indemnification from the Contractor or any third parties, Contractor, at its sole expense, shall maintain in full force and effect the following insurance policies throughout the term of this Agreement. (A) Commercial General Liability. Commercial general liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis. Coverage must include products, completed operations, property damage, bodily injury, personal injury, and advertising injury. The Contractor shall obtain an endorsement to this policy naming the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, as additional insureds, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insureds will apply as primary insurance and any other insurance, or self-insurance, maintained by the County is excess only and not contributing with insurance provided under the Contractor's policy. (B) Automobile Liability. Automobile liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages. Coverage must include any auto used in connection with this Agreement. (C)Workers Compensation. Workers compensation insurance as required by the laws of the State of California with statutory limits. (D) Professional Liability. Professional liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million Dollars ($3,000,000). If this is a claims-made policy, then (1)the retroactive date must be prior to the date on which services began under this Agreement; (2)the Contractor shall maintain the policy and provide to the County annual evidence of insurance for not less than five years after completion of services under this Agreement; and (3) if the policy is canceled or not renewed, and not replaced with another claims-made policy with a retroactive date prior to the date on which services begin under this Agreement, then the Contractor shall purchase extended reporting coverage on its claims-made policy for a minimum of five years after completion of services under this Agreement. (E) Molestation Liability. Sexual abuse/ molestation liability insurance with limits of not less than Two Million Dollars ($1,000,000) per occurrence, with an annual aggregate of Four Million Dollars ($2,000,000). This policy must be issued on a per occurrence basis. 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, P-25-328 County of Fresno certificates of insurance and endorsements for all of the coverages required under this Agreement. (i) Each insurance certificate must state that: (1) the insurance coverage has been obtained and is in full force; (2) the County, its officers, agents, employees, and volunteers are not responsible for any premiums on the policy; and (3) the Contractor has waived its right to recover from the County, its officers, agents, employees, and volunteers any amounts paid under any insurance policy required by this Agreement and that waiver does not invalidate the insurance policy. (ii) The commercial general liability insurance certificate must also state, and include an endorsement, that the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, are additional insureds insofar as the operations under this Agreement are concerned. The commercial general liability insurance certificate must also state that the coverage shall apply as primary insurance and any other insurance, or self-insurance, maintained by the County shall be excess only and not contributing with insurance provided under the Contractor's policy. (iii) The automobile liability insurance certificate must state that the policy covers any auto used in connection with this Agreement. (iv) The professional liability insurance certificate, if it is a claims-made policy, must also state the retroactive date of the policy, which must be prior to the date on which services began under this Agreement. 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. (B) 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. (C) 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. P-25-328 County of Fresno (D)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. (E) 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. (F) 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-25-328 County of Fresno 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-25-328 County of Fresno (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: