HomeMy WebLinkAboutAgreement A-22-237 with FAX.pdf Agreement No. 22-237
1 AGREEMENT
2 THIS AGREEMENT is made and entered into this 7th day of June 2022, by and between
3 the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as
4 "COUNTY", and City of Fresno, a municipal corporation, through its Department of Transportation Fresno
5 Area Express (FAX), whose address is 2223 G Street, Fresno, CA 93706, hereinafter referred to as
6 "CONTRACTOR."
7 WITNESSETH:
8 WHEREAS, pursuant to the State of California Welfare and Institutions Code, Division 9, Part 3,
9 Chapter 2, Article 3.2, Section 11323.2 (a)(3), Child Welfare Services Manual, Chapter 31-315.4 (i), and
10 the County of Fresno Department of Social Services General Relief Manual, Division 90-902, COUNTY
11 is mandated to provide supportive services including transportation for clients in CalWORKs Welfare-To-
12 Work activities, Child Welfare Services, and General Relief; and
13 WHEREAS, COUNTY Departments of Behavioral Health, Public Health, and Probation are also
14 seeking to provide transportation supportive services; and
15 WHEREAS, CONTRACTOR is the sole provider of public bus service within the Fresno
16 metropolitan area and is willing to provide these services subject to the terms and conditions of this
17 Agreement; and
18 NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
19 contained, the parties hereto agree as follows:
20 1. CONTRACTOR'S OBLIGATIONS
21 A. CONTRACTOR shall provide fare media to COUNTY at a cost per unit as
22 identified in Exhibit A, Supply and Cost per Unit, attached hereto and incorporated herein by this
23 reference.
24 B. CONTRACTOR will provide firm pricing and will provide COUNTY ninety (90)
25 days advance written notice of any cost per unit adjustments.
26 C. COUNTY is under no obligation to order a certain amount of fare media from
27 CONTRACTOR during the term of this Agreement.
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1 2. TERM
2 The term of this Agreement shall commence on July 1, 2022 through and including June 30,
3 2025. This Agreement may be extended for two (2) additional consecutive twelve (12) month periods
4 upon written approval of both parties no later than thirty (30) days prior to the first day of the next twelve
5 (12) month extension period. The Director of the Department of Social Services (DSS) or designee is
6 authorized to execute such written approval on behalf of COUNTY based on CONTRACTOR'S
7 satisfactory performance.
8 3. TERMINATION
9 A. Non-Allocation of Funds
10 The terms of this Agreement, and the services to be provided hereunder, are contingent on the
11 approval of funds by the appropriating government agency. Should sufficient funds not be allocated, the
12 services provided may be modified, or this Agreement terminated, at any time by giving the
13 CONTRACTOR thirty (30) days advance written notice.
14 B. Breach of Contract
15 The COUNTY may immediately suspend or terminate this Agreement in whole or in part, where
16 in the determination of the COUNTY there is:
17 1) An illegal or improper use of funds;
18 2) A failure to comply with any term of this Agreement;
19 3) A substantially incorrect or incomplete report submitted to the COUNTY; or
20 4) Improperly performed service.
21 In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any
22 breach of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither
23 shall such payment impair or prejudice any remedy available to the COUNTY with respect to the breach
24 or default. The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the
25 COUNTY of any funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of
26 the COUNTY were not expended in accordance with the terms of this Agreement. The CONTRACTOR
27 shall promptly refund any such funds upon demand.
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1 C. Without Cause
2 Under circumstances other than those set forth above, this Agreement may be terminated by
3 CONTRACTOR, COUNTY or COUNTY's DSS Director, or designee, upon the giving of thirty (30) days
4 advance written notice of an intention to terminate this Agreement.
5 4. COMPENSATION
6 For actual services provided pursuant to the terms of this Agreement, COUNTY agrees to pay
7 CONTRACTOR and CONTRACTOR agrees to receive compensation in accordance with Exhibit A,
8 Supply and Cost per Unit.
9 The cumulative total of this Agreement shall not be in excess of Three Million Seven Hundred One
10 Thousand and No/100 Dollars ($3,701,000). For the first term of this Agreement, in no event shall total
11 purchases be in excess of Two Million Two Hundred Thirteen Thousand Two Hundred and No/100 Dollars
12 ($2,213,200). For the period of July 1, 2025 through June 30, 2026, in no event shall total purchases be in
13 excess of Seven Hundred Forty Three Thousand Four Hundred and No/100 Dollars ($743,400). For the
14 period of July 1, 2026 through June 30, 2027, in no event shall total purchases be in excess of Seven
15 Hundred Forty Four Thousand Four Hundred and No/100 Dollars ($744,400).
16 It is understood that all expenses incidental to CONTRACTOR'S performance of services under
17 this Agreement shall be borne by CONTRACTOR. If CONTRACTOR should fail to comply with any
18 provision of the Agreement, COUNTY shall be relieved of its obligation for further compensation. Any
19 compensation which is not expended by CONTRACTOR pursuant to the terms and conditions of this
20 Agreement shall automatically revert to COUNTY.
21 The services provided by the CONTRACTOR under this Agreement are funded in whole or in part
22 by the State of California and the United States Federal government. In the event that funding for these
23 services is delayed by the State Controller or the Federal government, COUNTY may defer payment to
24 CONTRACTOR. The amount of the deferred payment shall not exceed the amount of funding delayed to
25 the COUNTY. The period of time of the deferral by COUNTY shall not exceed the period of time of the
26 State Controller's or Federal government's delay of payment to COUNTY plus forty-five (45) days.
27 5. INVOICING
28 CONTRACTOR shall invoice COUNTY in arrears by the tenth (10t") of each month for
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1 expenditures incurred in the previous month to addresses set forth in Exhibit B, Department Invoicing,
2 attached hereto and incorporated herein by this reference. Payments by COUNTY shall be in arrears for
3 actual fare media provided during the preceding month, within forty-five (45) days after receipt,
4 verification, and approval of CONTRACTOR's invoices by COUNTY. All final claims for funding shall be
5 submitted by CONTRACTOR within sixty (60) days following the final month of services. At the
6 discretion of COUNTY's Department Director or designee, COUNTY may deny payment of any invoice
7 received more than sixty (60) days following the final month of services.
8 At the discretion of COUNTY's Department Director or designee, if an invoice is incorrect or is
9 otherwise not in proper form or detail, COUNTY's Department Director or designee shall have the right
10 to withhold payment as to only that portion of the invoice that is incorrect or improper after five (5) days
11 prior written notice or email correspondence to CONTRACTOR. CONTRACTOR agrees to continue to
12 provide services for a period of ninety (90) days after written or email notification of an incorrect or
13 improper invoice. If after the ninety (90) day period the invoice has still not been corrected to COUNTY's
14 Department satisfaction, COUNTY's DSS Director or designee may elect to terminate this Agreement on
15 behalf of COUNTY, pursuant to the termination provisions stated in Paragraph Three (3) of this
16 Agreement.
17 6. MODIFICATION
18 A. Any matters of this Agreement may be modified from time to time by the written
19 consent of CONTRACTOR and COUNTY without, in any way, affecting the remainder.
20 B. An increase in the City's Fee Schedule will not affect the total compensation as
21 stated in Section Four (4) in this Agreement.
22 C. CONTRACTOR agrees that reductions to the maximum compensation set forth in
23 Section Four (4) of this Agreement may be necessitated by a reduction in funding from State or Federal
24 sources. Any such reduction to the maximum compensation may be made with the written approval of
25 COUNTY's Department Director or designee and CONTRACTOR. CONTRACTOR further understands
26 that this Agreement is subject to any restrictions, limitations, or enactments of all legislative bodies
27 which affect the provisions, term, or funding of this Agreement in any manner.
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1 7. INDEPENDENT CONTRACTOR
2 In performance of the work, duties and obligations assumed by CONTRACTOR under this
3 Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of the
4 CONTRACTOR'S officers, agents, and employees will at all times be acting and performing as an
5 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
6 employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no
7 right to control or supervise or direct the manner or method by which CONTRACTOR shall perform its
8 work and function. However, COUNTY shall retain the right to administer this Agreement so as to verify
9 that CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof.
10 CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and
11 regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
12 Because of its status as an independent contractor, CONTRACTOR shall have absolutely no
13 right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be
14 solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee
15 benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all
16 matters relating to payment of CONTRACTOR'S employees, including compliance with Social Security
17 withholding and all other regulations governing such matters. It is acknowledged that during the term of
18 this Agreement, CONTRACTOR may be providing services to others unrelated to the COUNTY or to
19 this Agreement.
20 8. HOLD HARMLESS AND INDEMNIFICATION
21 CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S request, defend the
22 COUNTY, its officers, agents, and employees from any and all costs and expenses (including attorney's
23 fees and costs), damages, liabilities, claims, and losses occurring or resulting to COUNTY in connection
24 with the performance, or failure to perform, by CONTRACTOR, its officers, agents, or employees under
25 this Agreement, and from any and all costs and expenses (including attorney's fees and costs),
26 damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation who
27 may be injured or damaged by the performance, or failure to perform, of CONTRACTOR, its officers,
28 agents, or employees under this Agreement. In addition, CONTRACTOR agrees to indemnify COUNTY
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1 for Federal, State of California and/or local audit exceptions resulting from noncompliance herein on the
2 part of the CONTRACTOR.
3 The provisions of this Section Eight (8) shall survive termination of this Agreement.
4 9. ASSIGNMENT AND SUBCONTRACTS
5 Neither party shall assign, transfer or subcontract this Agreement nor their rights or duties under
6 this Agreement without the prior written consent of the other party. Any transferee, assignee or
7 subcontractor will be subject to all applicable provisions of this Agreement, and all applicable State and
8 Federal regulations. CONTRACTOR shall be held primarily responsible by COUNTY for the
9 performance of any transferee, assignee or subcontractor unless otherwise expressly agreed to in
10 writing by COUNTY. The use of subcontractor by CONTRACTOR shall not entitle CONTRACTOR to
11 any additional compensation than is provided for under this Agreement.
12 10. CONFLICT OF INTEREST
13 No officer, employee or agent of the COUNTY who exercises any function or responsibility for
14 planning and carrying out of the services provided under this Agreement shall have any direct or indirect
15 personal financial interest in this Agreement. In addition, no employee of the COUNTY shall be
16 employed by the CONTRACTOR under this Agreement to fulfill any contractual obligations with the
17 COUNTY. The CONTRACTOR shall comply with all Federal, State of California and local conflict of
18 interest laws, statutes and regulations, which shall be applicable to all parties and beneficiaries under
19 this Agreement and any officer, employee or agent of the COUNTY.
20 11. DISCLOSURE OF SELF-DEALING TRANSACTIONS
21 This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit
22 or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes its status
23 to operate as a corporation.
24 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing
25 transactions that they are a party to while CONTRACTOR is providing goods or performing services
26 under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR
27 is a party and in which one or more of its directors has a material financial interest. Members of the
28 Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and
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1 signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit C and incorporated
2 herein by reference, and submitting it to the COUNTY prior to commencing with the self-dealing
3 transaction or immediately thereafter.
4 12. NON-DISCRIMINATION
5 During the performance of this Agreement, CONTRACTOR and its officers, employees, agents
6 and subcontractors shall not unlawfully discriminate in violation of any Federal, State or local law, rule or
7 regulation against any employee or applicant for employment, or recipient of services under this
8 Agreement, because of ethnic group identification, gender, gender identity, gender expression, sexual
9 orientation, color, physical disability, mental disability, medical condition, national origin, race, ancestry,
10 marital status, religion, or religious creed.
11 A. Domestic Partners and Gender Identity
12 For State fund-funded contracts of$100,000 or more, CONTRACTOR certifies it complies with
13 Public Contract Code Section 10295.3.
14 B. Americans with Disabilities Act
15 CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, which
16 prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines
17 issued pursuant to the ADA (42 U.S.C. 12101 et seq.).
18 C. CONTRACTOR shall include the non-discrimination and compliance provisions of this
19 section in all subcontracts to perform work under this Agreement.
20 13. CLEAN AIR AND WATER
21 In the event the funding under this Agreement exceeds One Hundred Fifty Thousand and
22 No/100 Dollars ($150,000.00), CONTRACTOR shall comply with all applicable standards, orders or
23 requirements issued under the Clean Air Act, as amended, 42 U.S. Code 7401 et seq., and the Federal
24 Water Pollution Control Act, 33 U.S. Code 1251 et seq. Under these laws and regulations,
25 CONTRACTOR shall:
26 A. Assure the COUNTY that no facility shall be utilized in the performance of this
27 Agreement that has been listed on the Environmental Protection Agency (EPA) list of Violating Facilities;
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1 B. Notify COUNTY prior to execution of this Agreement of the receipt of any
2 communication from the Director, Office of Federal Activities, U.S. EPA indicating that a facility to be
3 utilized in the performance of this Agreement is under consideration to be listed on the EPA list of
4 Violating Facilities;
5 C. Report each violation of the above laws to COUNTY and understand and agree
6 that the COUNTY will, in turn, report each violation as required to assure notification to the Federal
7 Emergency Management Agency (FEMA) and the appropriate Environmental Protection Agency
8 Regional Office; and
9 D. Include these requirements in each subcontract exceeding $150,000 financed in
10 whole or in part with federal assistance.
11 14. DRUG-FREE WORKPLACE REQUIREMENTS
12 For purposes of this paragraph, CONTRACTOR will be referred to as the "grantee". By drawing
13 funds against this grant award, the grantee is providing the certification that is required by regulations
14 implementing the Drug-Free Workplace Act of 1988, 45 CFR Part 76, Subpart F. These regulations
15 require certification by grantees that they will maintain a drug-free workplace. False certification or
16 violation of the certification shall be grounds for suspension of payments, suspension or termination of
17 grants, or government wide suspension or debarment. CONTRACTOR shall also comply with the
18 requirements of the Drug-Free Workplace Act of 1990 (California Government Code section 8350 et
19 seq.).
20 15. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND
21 VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS
22 A. COUNTY and CONTRACTOR recognize that CONTRACTOR is a recipient of
23 Federal assistance funds under the terms of this Agreement. By signing this Agreement,
24 CONTRACTOR agrees to comply with applicable Federal suspension and debarment regulations,
25 including but not limited to: 7CFR 3016.35, 29 CRF 97.35, 45 CFR 92.35, and Executive Order 12549.
26 By signing this Agreement, CONTRACTOR attests to the best of its knowledge and belief, that it and its
27 principals:
28 1) Are not presently debarred, suspended, proposed for debarment, declared
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1 ineligible, or voluntarily excluded from participation in this transaction by any Federal department or
2 agency; and
3 2) Shall not knowingly enter into any lower tier covered transaction with an entity
4 or person who is debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
5 excluded from participation in this transaction by any Federal department or agency.
6 B. CONTRACTOR shall provide immediate written notice to COUNTY if at any time
7 during the term of this Agreement CONTRACTOR learns that the representations it makes above were
8 erroneous when made or have become erroneous by reason of changed circumstances
9 C. CONTRACTOR shall include a clause titled "Certification Regarding Debarment,
10 Suspension, Ineligibility, and Voluntary Exclusion — Lower Tier Covered Transactions" and similar in
11 nature to this Paragraph Twenty (20) in all lower tier covered transactions and in all solicitations for
12 lower tier covered transactions.
13 D. CONTRACTOR shall, prior to soliciting or purchasing goods and services in
14 excess of$25,000 funded by this Agreement, review and retain the proposed vendor's suspension and
15 debarment status at https:Hsam.gov/SAM/.
16 E. The certification in Paragraph Twenty (20) of this Agreement is a material
17 representation of fact upon which COUNTY relied in entering into this Agreement.
18 16. STATE ENERGY CONSERVATION
19 CONTRACTOR must comply with the mandatory standard and policies relating to energy
20 efficiency which are contained in the State Energy Conservation Plan issued in compliance with 42
21 United States (US) Code sections 6321, et. Seq.
22 17. INTERPRETATION OF LAWS AND REGULATIONS
23 COUNTY reserves the right to make final interpretations or clarifications on issues relating to
24 Federal and State laws and regulations, to ensure compliance.
25 18. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS
26 CONTRACTOR, its officers, consultants, subcontractors, agents and employees shall comply
27 with all applicable State, Federal and local laws, regulations, and executive orders, as well as Federal
28 policies, procedures, and directives governing projects that utilize State and Federal Funds. This
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1 includes laws, rules and regulations that pertain to construction, health and safety, labor, fair
2 employment practices, environmental protection, equal opportunity, fair housing, and all other matters
3 applicable or related to CONTRACTOR's services, the CONTRACTOR, its subcontractors, and all
4 eligible activities.
5 CONTRACTOR shall be responsible for obtaining all permits, licenses, and approvals required
6 for performing any activities under this Agreement, including those necessary to perform design,
7 implementation, operation, and maintenance of the activities. CONTRACTOR shall be responsible for
8 observing and complying with any applicable federal, state, and local laws, rules, and regulations
9 affecting any such work, specifically those including, but not limited to, environmental protection,
10 procurement, and safety laws, rules, regulations, and ordinances. CONTRACTOR shall provide copies
11 of permits and approvals to COUNTY upon request.
12 19. NO OBLIGATION BY FEDERAL GOVERNMENT
13 The Federal Government is not a party to this contract and is not subject to any obligations or
14 liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from
15 this Agreement.
16 20. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS
17 CONTRACTOR acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False
18 Claims and Statements) applies to CONTRACTOR's actions pertaining to this contract.
19 21. RECORDS
20 A. Record Establishment and Maintenance
21 CONTRACTOR shall establish and maintain records in accordance with those
22 requirements prescribed by COUNTY, with respect to all matters covered by this Agreement.
23 CONTRACTOR shall retain all fiscal books, account records and client files for services performed
24 under this Agreement for at least five (5) years from date of final payment under this Agreement or until
25 all State and Federal audits are completed for that fiscal year, whichever is later.
26 B. Cost Documentation
27 1) CONTRACTOR shall submit to COUNTY within ten (10) calendar days
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1 following the end of each month, all fiscal and program reports for that month. CONTRACTOR shall also
2 furnish to COUNTY such statements, records, data and information as COUNTY may request pertaining
3 to matters covered by this Agreement. In the event that CONTRACTOR fails to provide reports as
4 provided herein, it shall be deemed sufficient cause for COUNTY to withhold payments until compliance
5 is established.
6 2) All costs shall be supported by properly executed payrolls, time records,
7 invoices, vouchers, orders, or any other accounting documents pertaining in whole or in part to this
8 Agreement and they shall be clearly identified and readily accessible. The support documentation must
9 indicate the line budget account number to which the cost is charged.
10 3) COUNTY shall notify CONTRACTOR in writing within thirty (30) days of any
11 potential State or Federal audit exception discovered during an examination. Where findings indicate
12 that program requirements are not being met and State or Federal participation in this program may be
13 imperiled in the event that corrections are not accomplished by CONTRACTOR within thirty (30) days of
14 receipt of such notice from COUNTY, written notification thereof shall constitute COUNTY'S intent to
15 terminate this Agreement.
16 22. SINGLE AUDIT CLAUSE
17 If CONTRACTOR expends Seven Hundred Fifty Thousand Dollars ($750,000) or more in
18 Federal and Federal flow-through monies annually, CONTRACTOR agrees to conduct an annual audit
19 in accordance with the requirements of the Single Audit Standards as set forth in Office of Management
20 and Budget (OMB) Title 2 of the Code of Federal Regulations Part 200. CONTRACTOR shall submit
21 said audit and management letter to COUNTY. The audit must include a statement of findings or a
22 statement that there were no findings. If there were negative findings, CONTRACTOR must include a
23 corrective action signed by an authorized individual. CONTRACTOR agrees to take action to correct any
24 material non-compliance or weakness found as a result of such audit. Such audit shall be delivered to
25 COUNTY's DSS, Administration, for review within nine (9) months of the end of any fiscal year in which
26 funds were expended and/or received for the program. Failure to perform the requisite audit functions as
27 required by this Agreement may result in COUNTY performing the necessary audit tasks, or at
28 COUNTY's option, contracting with a public accountant to perform said audit, or, may result in the
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1 inability of COUNTY to enter into future agreements with CONTRACTOR. All audit costs related to this
2 Agreement are the sole responsibility of CONTRACTOR.
3 A. A single audit report is not applicable if all CONTRACTOR's Federal contracts do
4 not exceed the Seven Hundred Fifty Thousand Dollars ($750,000) requirement or CONTRACTOR's
5 funding is through Drug related Medi-Cal. If a single audit is not applicable, a program audit must be
6 performed and a program audit report with management letter shall be submitted by CONTRACTOR to
7 COUNTY as a minimum requirement to attest to CONTRACTOR's solvency. Said audit report shall be
8 delivered to COUNTY's DSS, Administration, for review no later than nine (9) months after the close of
9 the fiscal year in which the funds supplied through this Agreement are expended. Failure to comply with
10 this Act may result in COUNTY performing the necessary audit tasks or contracting with a qualified
11 accountant to perform said audit. All audit costs related to this Agreement are the sole responsibility of
12 CONTRACTOR who agrees to take corrective action to eliminate any material noncompliance or
13 weakness found as a result of such audit. Audit work performed by COUNTY under this paragraph shall
14 be billed to the CONTRACTOR at COUNTY cost, as determined by COUNTY's Auditor-
15 Controller/Treasurer-Tax Collector.
16 B. CONTRACTOR shall make available all records and accounts for inspection by
17 COUNTY, the State of California, if applicable, the Comptroller General of the United States, the Federal
18 Grantor Agency, or any of their duly authorized representatives, at all reasonable times for a period of at
19 least three (3) years following final payment under this Agreement or the closure of all other pending
20 matters, whichever is later.
21 23. AUDITS AND INSPECTIONS
22 The CONTRACTOR shall at any time during business hours, and as often as the COUNTY may
23 deem necessary, make available to the COUNTY for examination all of its records and data with respect
24 to the matters covered by this Agreement. The CONTRACTOR shall, upon request by the COUNTY,
25 permit the COUNTY to audit and inspect all of such records and data necessary to ensure
26 CONTRACTOR'S compliance with the terms of this Agreement.
27 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to
28 the examination and audit of the Auditor General for a period of three (3) years after final payment under
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1 contract (California Government Code Section 8546.7).
2 In addition, CONTRACTOR shall cooperate and participate with COUNTY's fiscal review
3 process and comply with all final determinations rendered by the COUNTY's fiscal review process. If
4 COUNTY reaches an adverse decision regarding CONTRACTOR's services to consumers, it may result
5 in the disallowance of payment for services rendered; or in additional controls to the delivery of services,
6 or in the termination of this Agreement, at the discretion of COUNTY's DSS Director or designee. If as a
7 result of COUNTY's fiscal review process a disallowance is discovered due to CONTRACTOR's
8 deficiency, CONTRACTOR shall be financially liable for the amount previously paid by COUNTY to
9 CONTRACTOR and this disallowance will be adjusted from CONTRACTOR's future payments, at the
10 discretion of COUNTY's DSS Director or designee. In addition, COUNTY shall have the sole discretion
11 in the determination of fiscal review outcomes, decisions, and actions.
12 24. CHILD SUPPORT COMPLIANCE ACT
13 If this Agreement includes State funding in excess of$100,000, the Contractor acknowledges in
14 accordance with Public Contract Code 7110, that:
15 A. CONTRACTOR recognizes the importance of child and family support obligations
16 and shall fully comply with all applicable state and federal laws relating to child and family support
17 enforcement, including, but not limited to, disclosure of information and compliance with earnings
18 assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of
19 the Family Code; and
20 B. CONTRACTOR, to the best of its knowledge, is fully complying with the earnings
21 assignment orders of all employees and is providing the names of all new employees to the New Hire
22 Registry maintained by the California Employment Development Department.
23 25. PRIORITY HIRING CONSIDERATIONS
24 If this Agreement includes State funding and services in excess of$200,000, CONTRACTOR
25 shall give priority consideration in filling vacancies in positions funded by the Agreement to qualified
26 recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Public Contract
27 Code Section 10353.
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1 26. CONTRACTOR'S NAME CHANGE
2 An amendment, assignment, or new agreement is required to change the name of
3 CONTRACTOR as listed on this Agreement. Upon receipt of legal documentation of the name change,
4 COUNTY will process the agreement. Payment of invoices presented with a new name cannot be paid
5 prior to approval of said agreement.
6 27. PUBLIC INFORMATION
7 CONTRACTOR shall disclose COUNTY as a funding source in all public information and
8 program materials developed in support of contracted services.
9 28. NOTICES
10 The persons and their addresses having authority to give and receive notices under this
11 Agreement include the following:
12 COUNTY CONTRACTOR
13 Director, County of Fresno Director, City of Fresno
14 Department of Social Services Fresno Area Express (FAX)
15 PO BOX 1912 2223 G. Street
16 Fresno, CA 93718-1912 Fresno CA 93706
17 All notices between the COUNTY and CONTRACTOR provided for or permitted under this
18 Agreement must be in writing and delivered either by personal service, by first-class United States mail, or
19 by an overnight commercial courier service. A notice delivered by personal service is effective upon
20 service to the recipient. A notice delivered by first-class United States mail is effective three COUNTY
21 business days after deposit in the United States mail, postage prepaid, addressed to the recipient. A notice
22 delivered by an overnight commercial courier service is effective one COUNTY business day after deposit
23 with the overnight commercial courier service, delivery fees prepaid, with delivery instructions given for next
24 day delivery, addressed to the recipient. For all claims arising out of or related to this Agreement, nothing in
25 this section establishes, waives, or modifies any claims presentation requirements or procedures provided
26 by law, including but not limited to the Government Claims Act(Division 3.6 of Title 1 of the Government
27 Code, beginning with section 810).
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1 29. CHANGE OF LEADERSHIP/MANAGEMENT
2 In the event of any change in the status of CONTRACTOR's leadership or management,
3 CONTRACTOR shall provide written notice to COUNTY within thirty (30) days from the date of change.
4 Such notification shall include any new leader or manager's name and address. "Leadership or
5 management" shall include any employee, member, or owner of CONTRACTOR who either a) directs
6 individuals providing services pursuant to this Agreement, b) exercises control over the manner in which
7 services are provided, or c) has authority over CONTRACTOR's finances.
8 30. RESOLUTION
9 A county, city, district, or other local public body must provide COUNTY with a copy of a
10 resolution, order, motion, or ordinance of the local governing body which by law has authority to enter
11 into an agreement, authorizing execution of the agreement.
12 31. ELECTRONIC SIGNATURE
13 The parties agree that this Agreement may be executed by electronic signature as provided in
14 this section. An "electronic signature" means any symbol or process intended by an individual signing
15 this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed
16 version of an original handwritten signature; or (3) an electronically scanned and transmitted (for
17 example by PDF document) of a handwritten signature. Each electronic signature affixed or attached to
18 this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing
19 this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or
20 judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of
21 that person. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
22 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5,
23 beginning with section 1633.1). Each party using a digital signature represents that it has undertaken
24 and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
25 through (5), and agrees that each other party may rely upon that representation. This Agreement is not
26 conditioned upon the parties conducting the transactions under it by electronic means and either party
27 may sign this Agreement with an original handwritten signature.
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1 32. GOVERNING LAW
2 Venue for any action arising out of or related to this Agreement shall only be in Fresno County,
3 California. The rights and obligations of the parties and all interpretation and performance of this
4 Agreement shall be governed in all respects by the laws of the State of California.
5 33. DISPUTES
6 In the event of any dispute, claim, question, or disagreement arising from or relating to this
7 Agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute,
8 claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good
9 faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to
10 both parties. During this time, the parties will continue meeting their contract responsibilities. If the
11 parties do not reach such solution within a period of sixty (60) days, then the parties may take whatever
12 action is available to them by law.
13 34. SEVERABILITY
14 If anything in this Agreement is found by a court of competent jurisdiction to be unlawful or
15 otherwise unenforceable, the balance of this Agreement remains in effect, and the parties shall make
16 best efforts to replace the unlawful or unenforceable part of this Agreement with lawful and enforceable
17 terms intended to accomplish the parties' original intent.
18 35. ENTIRE AGREEMENT
19 This Agreement constitutes the entire agreement between the CONTRACTOR and COUNTY
20 with respect to the subject matter hereof and supersedes all previous Agreement negotiations,
21 proposals, commitments, writings, advertisements, publications, and understanding of any nature
22 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 j
i
2 i first hereinabove written.
3 CONTRACTOR: COUNTY OF FRESNO
4 City of Fresno—Fresno Area Express(FAX)
6 Brian Pacheco, Chairman of the Board of
7 Supervisors of the County of Fresno
Print Name:
B
Title;
9 Director of Transportation
ATTEST:
10 Bernice E. Seidel11 I
Clerk of the Board of Supervisors
.�� yy Count of Fresno, State of California
12 -_ _____ ___,___ 1� y
to g"'
13 /►_
G � C �[
Print Name: By:
_.__ _. _-..__ -. ._. C . '-
14 Deputy
15 Title;
Clerk, City Fresno
1617
f'
11 �ryrj i
ii t+
18
Print Name: LIA��iVI r �) (f, 'aY
20 � Title: Id, � r '
i Atl fie Gity f Fresnot
21
22 Mailing Address:
2223 G. Street, Fresno CA 93706
23 (Contact: Fresno Area Express(FAX), Director
Phone No: (559) 621-1441
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1 FOR ACCOUNTING USE ONLY:
2 DEPARTMENT OF SOCIAL SERVICES:
3 Fund/Subclass: 0001/10000
ORG No.: 56107001
4 Account No.: 7870
5 DEPARTMENT OF PUBLIC HEALTH:
6 Fund/Subclass: 0001/10000
ORG No.: 56201661/56201644/56201659/56201612/56201700/56201706/56201748
7 Account No.: 7415
8
DEPARTMENT OF BEHAVIORAL HEALTH:
9 Fund/Subclass: 0001/10000
10 ORG No.: 56302096/56302230/56302242/56302246/56302999/56304311/56304314/56304315/
56304316/56304622
11 Account No.: 7870/0
12 DEPARTMENT OF PROBATION:
13 Fund/Subclass: 0001/10000
ORG No.: 3430
14 Account No.: 7295
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SKB:ns
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Exhibit A
Page 1 of 1
Supply and Cost Per Unit
Fee Description Price
Fixed Route:
Cash Fare - One Way I $1.00
Reduced Cash Fare - One way* $0.50
31-Day Pass (unlimited rides on FAX) $36.00
31-Day Reduced Fare Pass (unlimited rides on FAX)* $18.00
10 31-Day Passes $324.00
10 31-Day Passes (Reduced Fare)* $162.00
20 Single Ride Prepaid Cards $18.00
20 Single Ride Prepaid Cards (Reduced Fare)* $9.00
50 Single Ride Prepaid Cards $45.00
50 Single Ride Prepaid Cards (Reduced Fare)* $22.50
Group Fee Per Round Trip $20.00
Field trip fee for school groups up to 25 persons between 9 a.m. and 2 p.m. on fixed
routes. Groups with more than 25 people up to a maximum of 35 people will be
charged the base cash fare price - one way
Transit Identification Cards - fee for original or replacement $3.00
Renewal of an expired ID is free
Handy Ride:
Basic Rate-ADA Certified Persons - One Way $1.25
31-Day Pass for ADA Certified Persons (Maximum 60 one-way trips per 31-day $36.00
period)
Certified attendant rides free when accompanying ADA certified person who has Free
paid the appropriate fare
Notes:
Children 12 and younger ride free. Children under 6 must be accompanied by an Free
adult.
Active Military and Veterans with Valid ID ride free. Free
Prices herein are subject to change, with 90-day advance notice, in accordance with changes in
the City's Master Fee Schedule.
*For Seniors (65 years or older) with valid ID, People with disabilities with valid ID, Medicare
card holders
Exhibit B
Page 1 of 1
Department Invoicing
Each County Department placing an order for supplies shall be
individually invoiced as follows:
1 . Fresno County Department of Social Services
DSSlnvoices(aD-fresnocountyca.gov
2. Fresno County Department of Behavioral Health
DBH-Invoices(a�-fresnocountyca.gov
3. Fresno County Department of Public Health
DPHlnvoice(@-fresnocountyca.gov
4. Fresno County Probation Department
Probation Invoices(a).fresnocountyca.gov
Exhibit C
Page 1 of 2
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as "County"),
members of a contractor's board of directors (hereinafter referred to as "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 utilized 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.
(5) Form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
Exhibit C
Page 2 of 2
(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: