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Agreement No. 15-325
AGREEMENT
THIS AGREEMENT is made and entered into this lq-tp day of V~ , 2015,
by and between the COUNTY" OF FRESNO, a Political Subdivision of the State of California, whose
address is 1221 Fulton Mall, Fresno, CA 93721, and the COUNTY OF MERCED, a Political
Subdivision ofthe State of California, whose address is 260 E. 15th Street, Merced, CA 95341,
together hereinafter referred to as "COUNTIES".
W I T N E S S E T H:
WHEREAS, Fresno County and Merced County have each appointed a County Health Officer
("Health Officer") pursuant to Government Code Section 24000(s): and
WHEREAS, said Health Officers are appointed to carry out duties prescribed in Health and
Safety Code Section 120100 et seq. and other applicable statutes; and
WHEREAS, each Health Officer, from time to time, is temporarily absent from his/her County
or otherwise unavailable to carry out his/her duties as required by law ("Unavailable");
WHEREAS, the COUNTIES desire to provide temporary Health Officer coverage for the other
County when a Health Officer is temporarily unavailable;
NOW, THEREFORE, it is agreed by and between the COUNTIES as follows:
1. RESPONSIBILITIES
A. Through this Agreement the Health Officer of each County may be requested by
19 the other County's Board of Supervisors, Health Officer, County Administrative Officer, or other
2 0 authorized person ("Requesting County") to carry out the functions of the Requesting County's Health
21 Officer when the Requesting County's Health Officer is unavailable ("Coverage"). The Health
2 2 Officer of the County providing the Coverage is the "Covering Health Officer", and the County
2 3 providing the Coverage is the "Providing County." The Covering Health Officer shall have all of the
2 4 powers and duties of the Requesting County's Health Officer when providing Coverage for the
2 5 Requesting County.
26 B. For the purposes of this Agreement, the term "Health Officer" shall include a
27 County's Deputy Health Officer. Should the Health Officer of a Providing County be unable to act as
2 8 Covering Health Officer to provide Coverage, the Deputy Health Officer of the Providing County is
-1 -COUN1Y OF FRESNO
Fresno, CA
1 hereby designated to provide Coverage.
2 C. A County or a County Health Officer who is requested by a Requesting County
3 -to provide Coverage may refuse to provide Coverage without penalty or liability to said County and/or
4 its Health Officer. A Covering Health Officer may cease providing Coverage to a Requesting County
5 at any time without penalty or liability to himself/herself or the Providing County.
6 2. TERM
7 This Agreement shall become effective on the 141h day of July, 2015 and shall terminate
8 on the 13th day of July, 2016. This Agreement shall automatically be extended for two (2) additional
9 twelve (12) month periods upon the same terms and conditions herein set forth, unless written notice
10 ofnonrenewal is given by either County to the other County's DPH Director, or designee, not later
11 than sixty (60) days prior to the close ofthe current Agreement term.
12 3. TERMINATION
13 A. Breach of Contract -Either party may immediately suspend or terminate this
14 Agreement in whole or in part, where in the determination of the Requesting County there is:
15 1) A failure to comply with any term ofthis Agreement;
16 2) Improperly performed Coverage by the Providing County's Health
17 Officer.
18 B. Without Cause -Under circumstances other than those set forth above, this
19 Agreement may be terminated by either party upon the giving ofthirty (30) days advance written
2 0 notice of an intention to temiinate to other County.
21 4. COMPENSATION
22 COUNTIES agree that the consideration for any Providing County's Health Officer in
2 3 providing Coverage for a Requesting County pursuant to this Agreement is the mutual covenants
2 4 expressed herein. The Providing County shall not be entitled to reimbursement or payment of any
2 5 costs of the Providing County providing the Coverage. The Coverage provided by a Providing
2 6 County's Health.Officer in a Requesting County shall be part ofthe duties of the Providing County's
2 7 Health Officer who shall receive no additional remuneration therefore.
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- 2 -COUNTY OF FRESNO
Fresno, CA
1 5. MODIFICATION
2 Any matters of this Agreement may be modified from time to time by the written
3 consent of COUNTIES' Department of Public Health Directors without, in any way, affecting the
4 remainder.
5 6. NON-ASSIGNMENT
6 Neither party shall assign, transfer or subcontract this Agreement nor their rights or
7 duties under this Agreement without the prior written consent of the other party.
8 7. INDEMNIFICATION
9 The Providing County shall indemnify, defend, and hold harmless the Requesting
10 County from any claims or liability arising or alleged to have arisen from the acts and/or omissions of
11 the Providing Health Officer within the course and scope of his/her providing Coverage in the
12 Requesting County. The Requesting County shall indemnify, defend, and hold harmless the Providing
13 County and the Providing Health Officer from any claims or liability arising or alleged to have arisen
14 from the acts and/or omissions ofthe Requesting County, its officers, employees and agents.
15 8. INSURANCE
16 Without limiting the indemnification of each party as stated in Section 7 above, it is
1 7 understood and agreed that COUNTIES shall maintain, each at its sole expense, insurance policies or
18 self-insurance programs including, but not limited to, an insurance pooling arrangement and/or Joint
19 Powers Agreement to fund its liabilities throughout the term ofthis agreement. Coverage shall be
2 0 provided for commercial general liability, automobile liability, professional liability with a three (3)
21 year tail coverage, and workers' compensation exposure. Evidence of Insurance, Certificates of
2 2 Insurance or other similar documentation shall not be required under this Agreement, except for
2 3 Commercial General Liability coverage. Each County shall provide the other County with an
2 4 appropriate Commercial General Liability insurance certificate with limits of not less than One
25 Million Dollars ($1,000,000) per occurrence and an annual aggregate ofTwo Million dollars
2 6 ($2,000,000) along with an appropriate endorsement naming the other County as an additional insured
2 7 on the Commercial General Liability policy.
2 8 Ill
- 3 -COUNTY OF FRESNO
Fresno, CA
1 9. CONFIDENTIALITY
2 In providing Coverage under this Agreement, each County agrees to maintain the
3 confidentiality of all patient medical records and client information in strict conformance with all
4 applicable Federal, State of California and/or local laws and regulations relating to confidentiality.
5 This Paragraph 9 shall survive the termination of this Agreement.
6 10. NON-DISCRIMINATION
7 During the performance of this Agreement, COUNTIES shall not unlawfully
8 discriminate against any employee or applicant for employment, or recipient of services, because of
9 race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical
10 condition, genetic information, marital status, sex, gender, gender identity, gender expression, age,
11 sexual orientation, or military or veteran status pursuant to all applicable State of California and
12 Federal statutes and regulations.
13 11. NOTICES
14 The persons and their addresses having authority to give and receive notices under this
15 Agreement include the following:
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County of Fresno
Director, County of Fresno
Department of Public Health
P.O. Box 11867
Fresno, CA 93775
County of Merced
Director, County of Merced
Department of Public Health
260 E. 15 1h Street
Merced, CA 95341
2 0 Any and all notices between COUNTIES provided for or permitted under this
21 Agreement or by law shall be in writing and shall be deemed duly served when personally delivered to
2 2 one of the parties, or in lieu of such personal service, when deposited in the United States Mail,
2 3 postage prepaid, addressed to such party.
24 12. GOVERNING LAW
2 5 The parties agree that for the purposes of venue, performance under this Agreement is to
2 6 be in Fresno County and Merced County, California.
27 The rights and obligations ofthe parties and all interpretation and performance ofthis
2 8 Agreement shall be gove:(lled in all respects by the laws of the State of California.
- 4 -COUNTY OF FRESNO
Fresno, CA
1 13. SEVERABILITY
2 The provisions of this Agreement are severable. The invalidity or unenforceability of
3 any one provision in the Agreement shall not affect the other provisions.
4 14. ENTIRE AGREEMENT
5 This Agreement constitutes the entire agreement between the COUNTIES with respect
6 to the subject matter hereof and supersedes all previous agreement negotiations, proposals,
7 commitments, writings, advertisements, publications, and understanding of any nature whatsoever
8 unless expressly included in this Agreement.
9 15. DUPLICATE COUNTERPARTS
1 0 This Agreement is executed in counterparts, each of which shall be deemed a duplicate
11 original. The Agreement shall be deemed executed when it has been signed by both parties.
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- 5 -COUNTY OF FRESNO
Fresno, CA
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
2 year first hereinabove written.
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COUNTY OF MERCED:
By ________________________ __
Print Name: ______________ __
Title: __________________ _
Date: __________________ _
Mailing Address:
260 E. 15th Street
Merced, CA 95341
Phone#: (209) 381-1200
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Contact: Kathleen Grassi, R.D., M.P.H., Director
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COUNTY OF FRESNO:
BERNICE E. SEIDEL, Clerk
2 4 Board of Supervisors
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Byd,.tw (',-& • ~~
Date: \\ \'-\ \ '1.0\') \ .
-6 -
APPROVED AS TO LEGAL FORM:
MERCED COUNTY COUNSEL
By ________________________ __
Print Name:
Title:
Date:
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COUN1Y OF FRESNO
Fresno, CA
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APPROVED AS TO LEGAL FORM:
DANIEL C. CEDERBORG, COUNTY COUNSEL
REVIEWED AND RECOMMENDED FOR APPROVAL:
By &U
David Pomaville, Director
Department of Public Health
Mailing Address:
County of Fresno
Department of Public Health
P.O. Box 11867
Fresno, CA 93775
Phone#: (559) 600-6405
Contact: David Pomaville, Director
Fund/Subclass:
Organization:
Account#:
0001/10000
56201500 ($0)
0
28 SLA
- 7 -COUNTY OF FRESNO
Fresno, CA