HomeMy WebLinkAboutAgreement A-22-086 with Sierra Unified.pdf1
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AGREEMENT
THIS AGREEMENT is made and entered into this lfr Ou, dfuA2\22,by and between the-----n
COUNTY OF FRESNO, a Political Subdivision of the State of California hereinafter referred to as
"COUNTY,", and Sierra Unified School District, a California municipality, whose address is 29143 Auberry
Rd, Prather, CA 93651 hereinafter referred to as "AGENCY'. Both COUNTY and AGENCY may
hereinafter be referred to collectively as "Parties," or individually, a "Party".
WITNESSETH:
WHEREAS, COUNTY has been awarded Community Power Resiliency grant funds to support the
County with additional preparedness measures in response to power outage events; and
WHEREAS, COUNTY has identified Foothill Elementary schoolas an essentialfacility location
where emergency power will be needed during power outage events; and
WHEREAS, AGENCYwiII purchase a 125kW generator, and have it installed at Sierra Foothill
Elementary School; and
WHEREAS, AGENCY will utilize the lowest bidder to supply and install the generator; and
WHEREAS, the generator purchase is a one-time purchase including installation and related
equipment; and
WHEREAS, it is a goal of the Parties, to make available a facility that could be utilized as a, but not
limited to; Community Resource Center, Emergency Shelter, repopulation center with an un-interrupted
power supply; and
WHEREAS, AGENCY will not relocate the installed generator.
NOW, THEREFORE, in consideration of the mutualcovenants, terms and conditions herein
contained, the parties hereto agree as follows:
1. OBLIGATIONS OF THE AGENCY
A. Purchase generator and related equipment to improve electrical disruption
response at essential School facility.
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8th March
Agreement No. 22-086
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B. Maintain and/or pay for all maintenance requirements to keep the generator in
operational condition. Secure and maintain Air Quality Management District / Air Pollution Control
District permiVs for the generator in accordance with California Laws and Regulations.
C. Submit to COUNTY legible invoices, proof of payment to vendor (cancelled
check), and bids or bid summaries documenting lowest bid selection.
D. Manage, and dispose of equipment acquired under a grant in accordance with
applicable state and local laws, ordinances, rules, regulations and policies.
2, OBLIGATIONS OF THE COUNTY
A. lncorporate generator project into Public Safety Power Shutoff (PSPS)
Community resilience allocation budget for reporting to the California Office of Emergency Services
(CaloES).
B. Provide pass through reimbursement, in arrears, from PSPS Community
Resilience Allocation grant funds, to AGENCY for full reimbursement of generator purchase, installation,
and related installation equipment.
3. COMPENSATION: For AGENCY's performance in the purchase and installation of the
generator, COUNTY agrees to pay AGENCY, and AGENCY agrees to receive compensation up to the
maximum total amount of $144,015.00. AGENCY shall submit invoices in triplicate to the County of
Fresno, Department of Public Health, The Office of Emergency Services - Emergency Medical Services
Division, P.O. Box 11867, Fresno, CA 93775, Attention: Staff Analyst- Grant Manager.
4. TERM: The term of this Agreement shall be for a period of three (3) years, commencing
upon execution through and including the last day of the three-year period. This Agreement may be
extended for two (2) additional consecutive twelve (12) month periods upon written approval of both parties
no later than thirty (30) days prior to the first day of the next twelve (12) month extension period. The
Director of Public Health or his or her designee is authorized to execute such written approval on behalf of
COUNTY based on Agency's satisfactory performance.
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5. TERMINATION
A. Non-Allocation of Funds - The terms of this Agreement, and the services to be
provided hereunder, are contingent on the approval of funds by the appropriating government agency.
Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
terminated, at any time by giving the AGENCY thirty (30) days advance written notice.
B. Breach of Contract - The COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of the COUNTY there is:
1) An illegal or improper use of funds;
2) A failure to comply with any material term of this Agreement;
3) A substantially incorrect or incomplete report submitted to the COUNTY;
4) lmproperly performed service.
ln no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any breach
of this Agreement or any default which may then exist on the part of the AGENCY. Neither shall such
payment impair or prejudice any remedy available to the COUNry with respect to the breach or default.
The COUNTY shall have the right to demand of the AGENCY the repayment to the COUNTY of any funds
disbursed to the AGENCY under this Agreement, which in the reasonable and good faith judgment of the
COUNTY were not expended in accordance with the terms of this Agreement. AGENCY shall promptly
refund any such funds upon demand.
C. Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written notice of an
intention to terminate to AGENCY.
6. HOLD HARMLESS: AGENCY agrees to indemnify, save, hold harmless, and at
COUNTYS request, defend the COUNW, its officers, agents, and employees from any and all costs and
expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurrin$ or
resulting to COUNW in connection with the performance, or failure to perform, by AGENCY, its officers,
agents, or employees under this Agreement, and from any and all costs and expenses (including attorney's
fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm, or
corporation who may be injured or damaged by the performance, or failure to perform, of AGENCY, its
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officers, agents, or employees under this Agreement.
The provisions of this Section 6 shall survive termination of this Agreement.
7. INSURANCE
Without limiting the COUNTYS right to obtain indemnification from AGENCY or any third parties,
AGENCY, at its sole expense, shall maintain in fullforce and effect, the following insurance policies or a
program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers
Agreement (JPA) throughout the term of the Agreement:
A. CommercialGeneral Liabilitv
Commercial General Liability lnsurance with limits of not less than Two Million Dollars
($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
liability or any other liability insurance deemed necessary because of the nature of this contract.
B. Automobile Liabilitv
Comprehensive Automobile Liability lnsurance with limits of not less than One Million Dollars
($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto
used in connection with this Agreement.
C. Pollution Liabilitv
Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions with limits no
less than $2,000,000 per occurrence or claim, and $2,000,000 policy aggregate.
D. Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California Labor Code.
E. Propertv lnsurance
The Agency shall provide property insurance on all personal property contained within this
Agreement. The policy must be written on an "all risks" replacement cost basis.
Additional Requirements Relating to lnsurance
AGENCY shall obtain endorsements to the Commercial General Liability insurance naming the
County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured,
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but only insofar as the operations under this Agreement are concerned. Such coverage for additional
insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by
COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance
provided under AGENCY's policies herein. This insurance shall not be cancelled or changed without a
minimum of thirty (30) days advance written notice given to COUNTY.
AGENCY hereby waives its right to recover from COUNTY, its officers, agents, and employees any
amounts paid by the policy of worker's compensation insurance required by this Agreement. AGENCY is
solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such
waiver of subrogation, but AGENCY's waiver of subrogation under this paragraph is effective whether or
not AGENCY obtains such an endorsement.
Within Thirty (30) days from the date AGENCY signs and executes this Agreement, AGENCY shall
provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as
required herein, to the County of Fresno Office of Emergency Services, stating that such insurance
coverage have been obtained and are in fullforce; that the County of Fresno, its officers, agents and
employees will not be responsible for any premiums on the policies; that such Commercial General Liability
insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as
additional insured, but only insofar as the operations under this Agreement are concerned; that such
coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance,
maintained by COUNTY, its officers, agents and employees, shall be excess only and not contributing with
insurance provided under AGENCY's policies herein; and that this insurance shall not be cancelled or
changed without a minimum of thirty (30) days advance, written notice given to COUNTY.
ln the event AGENCY fails to keep in effect at all times insurance coverage as herein provided, the
COUNTY may, in addition to other remedies it may have, suspend or terminate this Agreement upon the
occurrence of such event.
All policies shall be issued by admitted insurers licensed to do business in the State of California,
and such insurance shall be purchased from companies possessing a current A.M. Best, lnc. rating of A
FSC Vll or better.
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8. NOTICES: The persons and their addresses having authority to give and receive notices
under this Agreement include the following
COUNTY
COUNTY OF FRESNO
Prolect Manager
2200 Fresno Street
Fresno, C493721
AGENCY
Sierra Unified School District
Chief Business Official
29143 Auberry Road
Prather, CA 93651
All notices between COUNTY and AGENCY provided for or permitted under this Agreement must
be in writing and delivered either by personal service, by first-class United States mail, by an overnight
commercial courier service, or by telephonic facsimile transmission. A notice delivered by personal service
is effective upon service to the recipient. 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. 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. A notice delivered by telephonic
facsimile is effective when transmission to the recipient is completed (but, if such transmission is completed
outside of COUNTY business hours, then such delivery shall be 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. For all claims arising out of or related to this Agreement, nothing in this section
establishes, waives, or modifies any claims presentation requirements or procedures provided by law,
including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
beginning with section 810).
9. AUDITS AND INSPECTIONS: lf this Agreement exceeds ten thousand dollars ($10,000.00),
AGENCY shall be subject to the examination and audit of the California State Auditor for a period of three
(3) years after final payment under contract (Government Code Section 8546.7).
10. GOVERNING LAW: Venue for any action arising out of or related to this Agreement shall
only be in Fresno County, California.
The rights and obligations of the parties and all interpretation and performance of this Agreement
shall be governed in all respects by the laws of the State of California.
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11. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the
AGENCY and COUNTY with respect to the subject matter hereof and supersedes all previous Agreement
negotiations, proposals, commitments, writings, advertisements, publications, and understanding of any
nature whatsoever unless expressly included in this Agreement.
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1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
2 hereinabove written.
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4 AGENCY
/<Aut horized Signature) Brian Pacheco, Chairman of the Board of
6 'J · ~-I Supervisors of the County of Fresno
1 ra MI l,/}r!A ;,Jr, Viit;r })tASJ J~(t) fl-t?,1>:..,,J
Print Name & Title
8 ~~11--/12 1 he frt✓• I!.),
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Mailing Address
FOR ACCOUNTING USE ONLY:
Fund : 0001
Subclass : 10000
ORG : 5620
Account: 7295
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
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