HomeMy WebLinkAboutAgreement A-24-662 with City of Fresno Facility.pdf Agreement No. 24-662
1 LICENSE AGREEMENT
2 This License Agreement ("Agreement") is dated December 17, 2024 and is between
3 the City of Fresno, a California municipal corporation ("City"), and the County of Fresno, a
4 political subdivision of the State of California ("County").
5 Recitals
6 A. The County owns the building located at 1925 E. Dakota Ave., Fresno, CA 93726
7 ("Building").
8 B. The City has operated the Fresno Police Department's Crisis Intervention Team (FPD
9 CIT) at the Building, occupying approximately 1,200 square feet, for over six years.
10 C. The metropolitan Fresno Crisis Intervention Team (Metro CIT) program consists of
11 specially trained law enforcement offices and behavioral health clinicians who co-locate and co-
12 respond to behavioral health crisis calls for services dispatched by 9-1-1 operators. Services
13 include crisis intervention, post-crisis follow-up, community and law enforcement training,
14 education, and outreach.
15 D. The County has determined that the City's services will not conflict or interfere with the
16 use of the Building and desires to enter into an agreement with the City to allow for the ongoing
17 operation of the Metro CIT program in the Building.
18 The parties therefore agree as follows:
19 Article 1
20 Licensed Premises
21 1.1 Representation. The premises for the Agreement are approximately 1,200 square
22 feet, as shown in Exhibit A, located 1925 E. Dakota Ave., Fresno, CA 93726 ("Premises"). The
23 County hereby grants to the City use of the Building located within the Premises to operate the
24 Metro CIT program. The County shall provide natural gas, electricity, water, sewer, garbage and
25 telephone services at the Premises.
26 (A) The County covenants that the Premises are in compliance with all applicable
27 laws, ordinances and regulations, including but not limited to safety regulations, health
28 and building codes, including, without limitation, the Americans with Disabilities Act and
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1 that the Premises shall remain in such compliance throughout the term of this
2 Agreement.
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4 1.2 Compliance with Laws. The City shall, at its own cost, comply with all applicable
5 federal, state, and local laws and regulations in the performance of its obligations under this
6 Agreement, including but not limited to workers compensation, labor, and confidentiality laws
7 and regulations with respect to the City's use of the Premises and Building.
8 Article 2
9 License Terms
10 2.1 Subject to the terms and conditions set forth in this Agreement by the County and the
11 City, to use the Premises as provided herein, this Agreement is not a lease and does not confer
12 upon the City a possessory interest in the Premises, or any portion thereof.
13 2.2 The City acknowledges and agrees that the license granted herein constitutes a
14 limited, revocable, non-possessory, and non-assignable privilege to use the Premises solely for
15 those permitted activities expressly identified in this Agreement. The City further acknowledges
16 and agrees that the Agreement is subject to all of the following:
17 (A) The consideration by the city, as identified in the Agreement, which includes the
18 absence of monetary consideration, is consistent with the value of rights comprising this
19 Agreement and that this consideration is not consistent with higher market value for a
20 greater right, privilege, or interest (such as a lease) in the Premises, Building, or similarly
21 situated parcels.
22 (B) This Agreement and/or any prior acts of omissions of the County and/or any
23 future omissions of the County shall not create (or be constructed as creating) a
24 leasehold, tenancy, or any other interest in the Premises, Building, or similarly situated
25 parcels.
26 (C) In consideration of the County's grant of the Agreement, the City specifically and
27 expressly waives, releases, and relinquishes any and all right(s) to assert any claim of
28 right, privilege, or interest in the Premises and Building.
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1 2.3 Use. The City may use the Premises 24 hours a day, seven days a week, including
2 holidays, to conduct Metro CIT program services. The City agrees that the use of the Premises
3 shall, at all times, be consistent with provide the services as set forth in this Agreement. The
4 City agrees not to commit, suffer, or permit any waste or nuisance on the Premises, and not to
5 use or permit the use of the Premises for any illegal purposes.
6 Article 3
7 No Monetary Consideration
8 3.1 There is no monetary consideration for this Agreement. The Parties agree that the
9 mutual promises hereunder shall suffice as consideration.
10 Article 4
11 Term of Agreement
12 4.1 Term. This Agreement is effective on July 1, 2024, and terminates on June 30, 2025,
13 except as provided in section 4.2, "Extension," or Article 6, "Termination and Suspension,"
14 below.
15 4.2 Extension. The term of this Agreement may be extended for no more than one, one-
16 year periods only upon written approval of both parties at least 60 days before the first day of
17 the next one-year extension period. The County Administrative Officer or the Director of Internal
18 Services/Chief Information Officer or his or her designee is authorized to sign the written
19 approval on behalf of the County. The extension of this Agreement by the City is not a waiver or
20 compromise of any default or breach of this Agreement by the County existing at the time of the
21 extension whether or not known to the City.
22 Article 5
23 Notices
24 5.1 Contact Information. The persons and their addresses having authority to give and
25 receive notices provided for or permitted under this Agreement include the following:
26
For the County:
27 Director of Internal Services/Chief Information Officer
County of Fresno
28 333 W. Pontiac Way
Clovis, CA 93612
3
1 isdcontracts@fresnocountyca.gov
2 For the City:
Chief of Police
3 City of Fresno
2323 Mariposa Street, Room 2075
4 Fresno, CA 93721
5 5.2 Change of Contact Information. Either party may change the information in section
6 5.1 by giving notice as provided in section 5.3.
7 5.3 Method of Delivery. Each notice between the City and the County provided for or
8 permitted under this Agreement must be in writing, state that it is a notice provided under this
9 Agreement, and be delivered either by personal service, by first-class United States mail, by an
10 overnight commercial courier service, or by Portable Document Format (PDF) document
11 attached to an email.
12 (A) A notice delivered by personal service is effective upon service to the recipient.
13 (B) A notice delivered by first-class United States mail is effective three County
14 business days after deposit in the United States mail, postage prepaid, addressed to the
15 recipient.
16 (C)A notice delivered by an overnight commercial courier service is effective one
17 County business day after deposit with the overnight commercial courier service,
18 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
19 the recipient.
20 (D)A notice delivered by PDF document attached to an email is effective when
21 transmission to the recipient is completed (but, if such transmission is completed outside
22 of County business hours, then such delivery is deemed to be effective at the next
23 beginning of a County business day), provided that the sender maintains a machine
24 record of the completed transmission.
25 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
26 nothing in this Agreement establishes, waives, or modifies any claims presentation
27 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
28 of Title 1 of the Government Code, beginning with section 810).
4
1 Article 6
2 Termination and Suspension
3 6.1 Termination without Cause. The City and the County shall have absolute right to
4 terminate this Agreement and/or revoke this Agreement at any time and for any reason, or for
5 no reason.
6 Article 7
7 Independent Contractor
8 7.1 Status. In performing under this Agreement, the City, including its officers, agents,
9 employees, and volunteers, is at all times acting and performing as an independent contractor,
10 in an independent capacity, and not as an officer, agent, servant, employee, joint venturer,
11 partner, or associate of the County.
12 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
13 manner or method of the City's performance under this Agreement, but the County may verify
14 that the City is performing according to the terms of this Agreement.
15 7.3 Benefits. Because of its status as an independent contractor, the City has no right to
16 employment rights or benefits available to County employees. The City is solely responsible for
17 providing to its own employees all employee benefits required by law. The City shall save the
18 County harmless from all matters relating to the payment of City's employees, including
19 compliance with Social Security withholding and all related regulations.
20 Article 8
21 Indemnity and Defense
22 8.1 Indemnity. The City shall indemnify and hold harmless and defend the County
23 (including its officers, agents, employees, and volunteers) against all claims, demands, injuries,
24 damages, costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of
25 any kind to the County, the City, or any third party that arise from or relate to the performance or
26 failure to perform by the City (or any of its officers, agents, subcontractors, or employees) under
27 this Agreement. Provided nothing here shall constitute a waiver by the City of governmental
28 immunities including California Government Code section 810 et seq.
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1 8.2 The County shall indemnify and hold harmless and defend the City (including its
2 officers, agents, employees, and volunteers) against all claims, demands, injuries, damages,
3 costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of any kind to
4 the City, the County, or any third party that arise from or relate to the performance or failure to
5 perform by the County (or any of its officers, agents, subcontractors, or employees) under this
6 Agreement. Provided nothing here shall constitute a waiver by the City of governmental
7 immunities including California Government Code section 810 et seq.
8 8.3 In the event of concurrent negligence on the party of the City (including its officers,
9 agents, employees, and volunteers) and the County (including its officers, agents, employees,
10 and volunteers) the liability for any and all such claims, demands, injuries, damages, costs,
11 expenses (including attorney fees and costs), fines, penalties, and liabilities of any kind shall be
12 apportioned under the State of California's theory of comparative negligence as presently
13 established or as may be modified hereafter.
14 8.4 Survival. This Article 8 survives the termination of this Agreement.
15 Article 9
16 Insurance
17 9.1 The City shall comply with all the insurance requirements in Exhibit C to this
18 Agreement.
19 (A) All-Risk Property Insurance with no coinsurance penalty provision in an amount
20 that will cover the total of County purchased and owned property in possession of
21 Contractor(s) and/or used in the execution of this Agreement .
22 a. Coverage must include full replacement value.
23 b. Contractor must name the Count as an Additional Loss Payee
24 Article 10
25 Inspections, Audits, and Public Records
26 10.1 Inspection of Documents. The City shall make available to the County, and the
27 County may examine at any time during business hours and as often as the County deems
28 necessary, all of the City's records and data with respect to the matters covered by this
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1 Agreement, excluding attorney-client privileged communications. The City shall, upon request
2 by the County, permit the County to audit and inspect all of such records and data to ensure the
3 County's compliance with the terms of this Agreement.
4 10.2 State Audit Requirements. If the compensation to be paid by the County under this
5 Agreement exceeds $10,000, the City is subject to the examination and audit of the California
6 State Auditor, as provided in Government Code section 8546.7, for a period of three years after
7 final payment under this Agreement. This section survives the termination of this Agreement.
8 10.3 Public Records. The County is not limited in any manner with respect to its public
9 disclosure of this Agreement or any record or data that the City may provide to the County. The
10 County's public disclosure of this Agreement or any record or data that the City may provide to
11 the County may include but is not limited to the following:
12 (A) The County may voluntarily, or upon request by any member of the public or
13 governmental agency, disclose this Agreement to the public or such governmental
14 agency.
15 (B) The County may voluntarily, or upon request by any member of the public or
16 governmental agency, disclose to the public or such governmental agency any record or
17 data that the City may provide to the County, unless such disclosure is prohibited by
18 court order.
19 (C) This Agreement, and any record or data that the City may provide to the County,
20 is subject to public disclosure under the Ralph M. Brown Act (California Government
21 Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
22 (D) This Agreement, and any record or data that the City may provide to the County,
23 is subject to public disclosure as a public record under the California Public Records Act
24 (California Government Code, Title 1, Division 7, Chapter 3.5, beginning with section
25 6250) ("CPRA").
26 (E) This Agreement, and any record or data that the City may provide to the County,
27 is subject to public disclosure as information concerning the conduct of the people's
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1 business of the State of California under California Constitution, Article 1, section 3,
2 subdivision (b).
3 (F) Any marking of confidentiality or restricted access upon or otherwise made with
4 respect to any record or data that the City may provide to the County shall be
5 disregarded and have no effect on the County's right or duty to disclose to the public or
6 governmental agency any such record or data.
7 10.4 Public Records Act Requests. If the County receives a written or oral request
8 under the CPRA to publicly disclose any record that is in the City's possession or control, and
9 which the County has a right, under any provision of this Agreement or applicable law, to
10 possess or control, then the County may demand, in writing, that the City deliver to the County,
11 for purposes of public disclosure, the requested records that may be in the possession or
12 control of the City. Within five business days after the County's demand, the City shall (a)
13 deliver to the County all of the requested records that are in the City's possession or control,
14 together with a written statement that the City, after conducting a diligent search, has produced
15 all requested records that are in the City's possession or control, or (b) provide to the County a
16 written statement that the City, after conducting a diligent search, does not possess or control
17 any of the requested records. The City shall cooperate with the County with respect to any
18 County demand for such records. If the City wishes to assert that any specific record or data is
19 exempt from disclosure under the CPRA or other applicable law, it must deliver the record or
20 data to the County and assert the exemption by citation to specific legal authority within the
21 written statement that it provides to the County under this section. The City's assertion of any
22 exemption from disclosure is not binding on the County, but the County will give at least 10
23 days' advance written notice to the City before disclosing any record subject to the City's
24 assertion of exemption from disclosure. The City shall indemnify the County for any court-
25 ordered award of costs or attorney's fees under the CPRA that results from the City's delay,
26 claim of exemption, failure to produce any such records, or failure to cooperate with the County
27 with respect to any County demand for any such records.
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1 Article 11
2 Disclosure of Self-Dealing Transactions
3 11.1 Applicability. This Article 11 applies if the City is operating as a corporation, or
4 changes its status to operate as a corporation.
5 11.2 Duty to Disclose. If any member of the City's board of directors is party to a self-
6 dealing transaction, he or she shall disclose the transaction by completing and signing a "Self-
7 Dealing Transaction Disclosure Form" (Exhibit B to this Agreement) and submitting it to the
8 County before commencing the transaction or immediately after.
9 11.3 Definition. "Self-dealing transaction" means a transaction to which the City is a party
10 and in which one or more of its directors, as an individual, has a material financial interest.
11 Article 12
12 General Terms
13 12.1 Improvements. If the City desires to make improvements to the Premises, the City
14 shall provide drawings and plans describing the improvement to the Director of Internal Services
15 and to the Director of the Department of Behavioral Health for their requested review and
16 approval. Such approval, if any is given, is only for the purposes of determining whether such
17 improvements are compatible with the County's use of the Building and Premises, and shall in
18 no way bind the County as a governmental agency, or serve as a representation that said
19 improvements comply with any applicable City, County, or state building requirements, or other
20 legal requirements. In the vent an improvement is approved, the City shall advance to the
21 County all costs associated with any such improvement, including, but not limited to, labor,
22 materials, equipment, and clean-up. The constructions of any and all improvements to the
23 Premises and Buildings shall be performed only by the County or its approved agent.
24 Notwithstanding anything to the contrary herein, upon the termination of this Agreement, the
25 City shall not have the right to remove any such improvements unless approved in writing in
26 advance by the County. The City agrees that any equipment, fixtures, or apparatus installed in
27 or on the Premises and Building by the City shall become the property of the County at the time
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1 of installation and may not be removed by the City at any time unless the County provides prior
2 written approval to the City.
3 12.2 Maintenance and Repairs of Premises. The County shall be responsible for the
4 structural condition of the Premises and for all exterior and interior maintenance, including but
5 not limited to the air condition, heating, roof, painting, landscaping, and parking lot. The County
6 covenants that the Premises shall be maintained in substantially the same condition as that
7 existing at the commencement of this Agreement.
8 12.3 The City shall report damages to the Premises within 24 hours after they occur to the
9 Direct of Internal Services/Chief Information Officer and the Director of Behavioral Health. The
10 City shall pay for all damages caused by the actions of the City's employees, agents,
11 contractors, and invitees.
12 12.4 Utilities. The County shall be responsible for electricity, natural gas, water, sewer,
13 garbage, and telephone costs.
14 12.5 Surender of Possession. Upon the expiration or termination of this Agreement, the
15 City will surrender the Premises to County in such condition as that existing at the
16 commencement of this Agreement, less reasonable wear and tear, less the effects of any
17 Casualty as herein defined. The City will not be responsible for any damage with the City is not
18 obligated here under to repair.
19 12.6 Possessory Interest Tax. The underlying Agreement is provided to the City, a
20 governmental entity. However, should it ever be determined that there is a possessory interest,
21 the City agrees to pay any possessory interest tax (property tax) which may be levied upon the
22 Premises. In this respect, the City understands that a leasehold interest of property, should I t
23 be determined that such an interest exists, owned by a tax-exempt public agency, such as the
24 County, may be subject to property taxation and the City (the person in whom it may be
25 determined the possessory interest is vested) will then be subject to the payment of property
26 taxes levied on such interest.
27 12.7 Right of Entry. The County, or its representative(s), shall have the right to enter the
28 Premises and Building at any time and for any reason with reasonable notice, to make any
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1 alterations, repairs or improvements to the Premises and Building. The normal business of the
2 City or its invitees shall not be unnecessarily inconvenienced.
3 12.8 Modification. Except as provided in Article 6, "Termination and Suspension," this
4 Agreement may not be modified, and no waiver is effective, except by written agreement signed
5 by both parties. The County acknowledges that City employees have no authority to modify this
6 Agreement except as expressly provided in this Agreement.
7 12.9 Non-Assignment. Neither party may assign its rights or delegate its obligations
8 under this Agreement without the prior written consent of the other party.
9 12.10 Governing Law. The laws of the State of California govern all matters arising from
10 or related to this Agreement.
11 12.11 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
12 County, California. The City consents to California jurisdiction for actions arising from or related
13 to this Agreement, and, subject to the Government Claims Act, all such actions must be brought
14 and maintained in Fresno County.
15 12.12 Construction. The final form of this Agreement is the result of the parties' combined
16 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
17 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
18 against either party.
19 12.13 Days. Unless otherwise specified, "days" means calendar days.
20 12.14 Headings. The headings and section titles in this Agreement are for convenience
21 only and are not part of this Agreement.
22 12.15 Severability. If anything in this Agreement is found by a court of competent
23 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
24 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
25 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
26 intent.
27 12.16 Nondiscrimination. During the performance of this Agreement, the City shall not
28 unlawfully discriminate against any employee or applicant for employment, or recipient of
11
1 services, because of race, religious creed, color, national origin, ancestry, physical disability,
2 mental disability, medical condition, genetic information, marital status, sex, gender, gender
3 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
4 all applicable State of California and federal statutes and regulation.
5 12.17 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
6 of the City under this Agreement on any one or more occasions is not a waiver of performance
7 of any continuing or other obligation of the City and does not prohibit enforcement by the County
8 of any obligation on any other occasion.
9 12.18 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
10 between the County and the City with respect to the subject matter of this Agreement, and it
11 supersedes all previous negotiations, proposals, commitments, writings, advertisements,
12 publications, and understandings of any nature unless those things are expressly included in
13 this Agreement. If there is any inconsistency between the terms of this Agreement without its
14 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
15 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
16 exhibits.
17 12.19 No Third-Party Beneficiaries. This Agreement does not and is not intended to
18 create any rights or obligations for any person or entity except for the parties.
19 12.20 Authorized Signature. The City represents and warrants to the County that:
20 (A) The City is duly authorized and empowered to sign and perform its obligations
21 under this Agreement.
22 (B) The individual signing this Agreement on behalf of the City is duly authorized to
23 do so and his or her signature on this Agreement legally binds the City to the terms of
24 this Agreement.
25 12.21 Electronic Signatures. The parties agree that this Agreement may be executed by
26 electronic signature as provided in this section.
27 (A) An "electronic signature" means any symbol or process intended by an individual
28 signing this Agreement to represent their signature, including but not limited to (1) a
12
1 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
2 electronically scanned and transmitted (for example by PDF document) version of an
3 original handwritten signature.
4 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
5 equivalent to a valid original handwritten signature of the person signing this Agreement
6 for all purposes, including but not limited to evidentiary proof in any administrative or
7 judicial proceeding, and (2) has the same force and effect as the valid original
8 handwritten signature of that person.
9 (C) The provisions of this section satisfy the requirements of Civil Code section
10 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
11 Part 2, Title 2.5, beginning with section 1633.1).
12 (D) Each party using a digital signature represents that it has undertaken and
13 satisfied the requirements of Government Code section 16.5, subdivision (a),
14 paragraphs (1) through (5), and agrees that each other party may rely upon that
15 representation.
16 (E) This Agreement is not conditioned upon the parties conducting the transactions
17 under it by electronic means and either party may sign this Agreement with an original
18 handwritten signature.
19 12.22 Counterparts. This Agreement may be signed in counterparts, each of which is an
20 original, and all of which together constitute this Agreement.
21 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
CITY OF FRESNO, a California municipal COUNTY OF FRESNO, a political subdivision
3 corporation of the State of California
4 ,b
5 By: By:
Georg ne A. White, Nathan Magsig,
6 City Mdvbger Chairman of the Board of Supervisors of the
City of Fresno County of Fresno
7
2323 Mariposa Street, Room 2075 Attest:
8 Fresno, CA 93721 Bernice E. Seidel
Clerk of the Board of Supervisors
9 By: (. County of Fresno, State of California
Mi dy Cast
10 Interim Chief of Police
Fresno Police Department By: _
11 Deputy
APPROVED AS TO FORM:
12 ANDREW JANZ
City Attorney
13
By: � 5 -)1
14 Jennifer_M_Wharton Date
Depgt�- rney
15
ATT
16 TT_EFM ER,
CfdiC` ,
City�1et
17 Bye, .
18 eputy ;;.., Date
11
19
For accoun mg-use'only:
20
Org No.: 56304763
21 Account No.: 7295
Fund No.: 0001
22 Subclass No.: 10000
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Exhibit A
1 Health and Wellness Center— First Floor
2 Suite R
3 City of Fresno Police Department— Crisis Intervention Team
4
5
6
7 f .. . ...:u -
8 ( I
9
T-
10 •
11 ■ � A
u �
12 CIT L'N
13
14 ■
15
16 (approximately 1,200 sq ft.)
17
18
19
20
21
22
23
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25
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A-1
Exhibit B
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a City's
board of directors ("City"), must disclose any self-dealing transactions that they are a party to
while providing goods, performing services, or both for the County. A self-dealing transaction is
defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used for purposes of completing this disclosure form.
Instructions
(1) Enter board member's name, job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
B-1
Exhibit B
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a
party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code § 5233 (a)
(5) Authorized Signature
Signature: Date:
B-2
Exhibit C
Insurance Requirements
1. Required Policies
Without limiting the indemnification of each party as stated herein, the City, 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 City 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 City's policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) 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 City 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
City shall purchase extended reporting coverage on its claims-made policy for a
minimum of five years after completion of services under this Agreement.
(F) Molestation Liability. Sexual abuse/ molestation liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence, with an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
If the City is a governmental entity, it may satisfy the policy requirements above through a
program of self-insurance, including an insurance pooling arrangement or joint exercise of
powers agreement.
C-1
Exhibit C
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the City 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 City 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 Lessor
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
City's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
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 City 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 City 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 City 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 City or
its insurer to timely provide a written notice required by this paragraph is a breach of this
Agreement.
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Exhibit C
(D) County's Entitlement to Greater Coverage. If the City 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 Lessor 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 City 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 City is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the City's waiver of subrogation under this paragraph is effective whether or
not the City obtains such an endorsement.
(F) County's Remedy for City's Failure to Maintain. If the City 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 City. The County may offset such charges against any amounts
owed by the County to the City under this Agreement.
(G)Subcontractors. The City shall require and verify that all subcontractors used by the
City to provide services under this Agreement maintain insurance meeting all insurance
requirements provided in this Agreement. This paragraph does not authorize the City to
provide services under this Agreement using subcontractors.
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