HomeMy WebLinkAboutAgreement A-22-335 with City of Fresno for ICAC vehicle.pdf Agreement No. 22-335
1 AGREEMENT
2
3 THIS AGREEMENT ("Agreement") is made and entered into this 9th day of August , 2022
4 ("Effective Date"), by and between the COUNTY OF FRESNO, a Political Subdivision of the State of
5 California, hereinafter referred to as "COUNTY", and the CITY OF FRESNO , a municipal corporation of the
6 State of California, acting by and through its governing body, the City Council, whose address is 2323
7 Mariposa Street; Fresno, CA 93721, hereinafter referred to as "CITY OF FRESNO". COUNTY and CITY
8 OF FRESNO may be collectively referred to herein as "Parties" or in the singular as "Party."
9 WITNESSETH:
10 WHEREAS, the Central California Internet Crimes Against Children (ICAC)Task Force is a partially
11 grant-funded, multi-agency endeavor. Grant funding comes from the U.S. Department of Justice, Office of
12 Juvenile Justice and Delinquency Prevention and California Governor's Office of Emergency Services (Cal
13 OES);
14 WHEREAS, the mission of the Central California ICAC Task Force is to apprehend and prosecute
15 Internet sexual predators who exploit children through the use of computers;
16 WHEREAS, dedicated grant funds from Cal OES ICAC Subaward # IC21 09 0100 were awarded to
17 the COUNTY to provide for an undercover vehicle to be used in the course of investigations involving
18 internet crimes against children; and
19 WHEREAS, the Fresno County Sheriff's Office will provide the assigned Fresno Police
20 Department's ICAC Task Force member with the use of an undercover vehicle, pursuant to the terms of
21 this Agreement.
22 NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
23 contained, the parties hereto agree as follows:
24 1. ICAC OVERVIEW
25 The Central California ICAC Task Force is a joint operation between public agencies, which
26 includes investigators, supervisors, or prosecutors from various local, State and Federal law enforcement
27 agencies, acting as partners. The chain of command and supervision of the Fresno County Sheriff's Office
28 is responsible for the policy and general direction of the Task Force. The day-to-day operational supervision
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1 of sworn personnel and administrative control of the Task Force is the responsibility of the ICAC Task
2 Force Sergeant. The ICAC Task Force Sergeant will work cooperatively with other supervisors and
3 investigators from the participating agencies to keep them informed of Task Force issues and progress.
4 Responsibility for the personal and professional conduct of Task Force members remains with the
5 respective agencies, in keeping with each agency's rules regarding conduct.
6 Dedicated grant funds may be provided for equipment for member agencies to be used to in the
7 course of investigations involving internet crimes against children. All equipment purchased under the ICAC
8 grant remains the property of the COUNTY and must be returned to the COUNTY at either the conclusion
9 of the grant, or withdrawal of the participating agency from Central California ICAC.
10 2. TERM
11 The term of this Agreement shall be for a period of three (3) years, commencing on the Effective
12 Date.
13 3. USE OF VEHICLE
14 A. The Fresno County Sheriff's Office will provide the assigned Fresno Police
15 Department's ICAC Task Force member with the use of an undercover vehicle to be used without charge
16 by the Detective Fresno Police Department has assigned to ICAC ("Vehicle").
17 B. ICAC undercover vehicles are COUNTY assets, and the ICAC Commander assigns
18 them to ICAC Task Force members, which includes the CITY OF FRESNO Police Department's
19 Officer/Investigator assigned to the ICAC Task Force.
20 C. All costs associated with the maintenance, operation, and fueling of the Vehicle will be
21 by borne by COUNTY, and the Vehicle will remain the property of the COUNTY.
22 D. Vehicle pursuits involving unmarked vehicles are generally discouraged. The nature of
23 the offenses must be heavily weighted in deciding whether or not to continue the pursuit. If a pursuit
24 continues in the Vehicle, the pursuit should be turned over to a marked patrol vehicle as soon as practical.
25 CITY OF FRESNO employees who become involved in a pursuit shall abide by the pursuit policy
26 established by the CITY OF FRESNO.
27 4. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations
28 assumed by the CITY OF FRESNO under this Agreement, it is mutually understood and agreed that the
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1 CITY OF FRESNO, including any and all of the CITY'S officers, agents, and employees will at all times be
2 acting and performing as an independent contractor, and shall act in an independent capacity and not as an
3 officer, agent, servant, employee,joint venturer, partner, or associate of the COUNTY. Furthermore,
4 COUNTY shall have no right to control or supervise or direct the manner or method by which CITY OF
5 FRESNO shall perform its work and function. However, COUNTY shall retain the right to administer this
6 Agreement so as to verify that CITY OF FRESNO is performing its obligations in accordance with the terms
7 and conditions thereof.
8 CITY OF FRESNO and COUNTY shall comply with all applicable provisions of law and the rules
9 and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
10 Because of its status as an independent contractor, CITY OF FRESNO shall have absolutely no
11 right to employment rights and benefits available to COUNTY employees. CITY OF FRESNO shall be
12 solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee
13 benefits. In addition, CITY OF FRESNO shall be solely responsible and save COUNTY harmless from all
14 matters relating to payment of CITY OF FRESNO's employees, including compliance with Social Security
15 withholding and all other regulations governing such matters. It is acknowledged that during the term of this
16 Agreement, CITY may be providing services to others unrelated to the COUNTY or to this Agreement.
17 5. MODIFICATION: Any matters of this Agreement maybe modified from time to time by the
18 written consent of all the parties without, in any way, affecting the remainder.
19 6. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement
20 nor their rights or duties under this Agreement without the prior written consent of the other party.
21 7. HOLD HARMLESS: CITY OF FRESNO agrees to indemnify, save, hold harmless, and at
22 COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any and all costs and
23 expenses (including reasonable attorney's fees and costs), damages, liabilities, claims, and losses
24 occurring or resulting to COUNTY in connection with the negligent or intentional acts or omissions by the
25 CITY OF FRESNO, its officers, agents, or employees under this Agreement, and from any and all costs
26 and expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or
27 resulting to any person, firm, or corporation who may be injured or damaged by negligent or intentional
28 acts or omissions of CITY OF FRESNO, its officers, agents, or employees under this Agreement. Nothing
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1 herein shall constitute a waiver by CITY of governmental immunities including California Government
2 Code section 810 et seq.
3 The provisions of this Section 7 shall survive termination or expiration of this Agreement.
4 8. INSURANCE
5 Without limiting the COUNTY's right to obtain indemnification from CITY OF FRESNO or any third
6 parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance
7 policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or
8 Joint Powers Agreement (JPA)throughout the term of the Agreement:
9 A. Commercial General Liability
10 Commercial General Liability Insurance with limits of not less than Two Million Dollars
11 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
12 policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
13 completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
14 liability or any other liability insurance deemed necessary because of the nature of this contract.
15 B. Automobile Liability
16 Comprehensive Automobile Liability Insurance with limits of not less than Five Million Dollars
17 ($5,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto
18 used in connection with this Agreement.
19 C. Worker's Compensation
20 A policy of Worker's Compensation insurance as may be required by the California Labor
21 Code.
22 Additional Requirements Relating to Insurance
23 CITY OF FRESNO shall obtain endorsements to the Commercial General Liability insurance
24 naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional
25 insured, but only insofar as the operations under this Agreement are concerned. Such coverage for
26 additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained
27 by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance
28 provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without
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1 a minimum of thirty (30) days advance written notice given to COUNTY.
2 CITY OF FRESNO hereby waives its right to recover from COUNTY, its officers, agents, and
3 employees any amounts paid by the policy of worker's compensation insurance required by this
4 Agreement. CITY is solely responsible to obtain any endorsement to such policy that may be necessary to
5 accomplish such waiver of subrogation, but CONTRACTOR's waiver of subrogation under this paragraph is
6 effective whether or not CONTRACTOR obtains such an endorsement.
7 Within Thirty (30) days from the date CITY OF FRESNO signs and executes this Agreement, CITY
8 OF FRESNO shall provide certificates of insurance and endorsement as stated above for all of the
9 foregoing policies, as required herein, to the County of Fresno, Captain Greg Gularte; 2200 Fresno Street;
10 Fresno, CA 93721-1703, stating that such insurance coverage have been obtained and are in full force;
11 that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on
12 the policies; that for such worker's compensation insurance the CITY has waived its right to recover from
13 the COUNTY, its officers, agents, and employees any amounts paid under the insurance policy and that
14 waiver does not invalidate the insurance policy; that such Commercial General Liability insurance names
15 the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured,
16 but only insofar as the operations under this Agreement are concerned; that such coverage for additional
17 insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by
18 COUNTY, its officers, agents and employees, shall be excess only and not contributing with insurance
19 provided under CONTRACTOR's policies herein; and that this insurance shall not be cancelled or changed
20 without a minimum of thirty (30) days advance, written notice given to COUNTY.
21 In the event CITY OF FRESNO fails to keep in effect at all times insurance coverage as herein
22 provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
23 Agreement upon the occurrence of such event.
24 9. NOTICES: The persons and their addresses having authority to give and receive notices
25 under this Agreement include the following:
26 COUNTY CONTRACTOR
COUNTY OF FRESNO CITY OF FRESNO
27 Fresno County Sheriff's Office Fresno Police Department
Attn: Captain of Detective Bureau Chief of Police
28 P.O. Box 1788 2323 Mariposa Street
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1 Fresno, CA 93717 Fresno, CA 93717
(559) 600-8134 (559) 621-2000
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All notices between the COUNTY and CITY OF FRESNO provided for or permitted under this
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Agreement must be in writing and delivered either by personal service, by first-class United States mail, by
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an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by
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personal service is effective upon service to the recipient. A notice delivered by first-class United States
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mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid,
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addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one
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COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid,
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with delivery instructions given for next day delivery, addressed to the recipient. For all claims arising out of
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or related to this Agreement, nothing in this section establishes, waives, or modifies any claims presentation
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requirements or procedures provided by law, including but not limited to the Government Claims Act
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(Division 3.6 of Title 1 of the Government Code, beginning with section 810).
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10. AUDITS AND INSPECTION: At COUNTY's request, CITY shall at any time during business
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hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for
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examination, records and data with respect to the matters covered by this Agreement. The CITY shall,
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upon request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data
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necessary to ensure CITY'S compliance with the terms of this Agreement.
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If this Agreement exceeds ten thousand dollars ($10,000.00), City shall be subject to the
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examination and audit of the California State Auditor for a period of three (3)years after final payment
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under contract (Government Code Section 8546.7).
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11. GOVERNING LAW: Venue for any action arising out of or related to this Agreement shall
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only be in Fresno County, California.
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The rights and obligations of the parties and all interpretation and performance of this Agreement
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shall be governed in all respects by the laws of the State of California.
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12. DISCLOSURE OF SELF-DEALING TRANSACTIONS
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This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit
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or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes its status
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1 to operate as a corporation.
2 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing transactions
3 that they are a party to while CONTRACTOR is providing goods or performing services under this
4 agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party
5 and in which one or more of its directors has a material financial interest. Members of the Board of
6 Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a
7 Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit A and incorporated herein by
8 reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
9 immediately thereafter.
10 13. ELECTRONIC SIGNATURE: The parties agree that this Agreement may be executed by
11 electronic signature as provided in this section. An "electronic signature" means any symbol or process
12 intended by an individual signing this Agreement to represent their signature, including but not limited to (1)
13 a digital signature; (2) a faxed version of an original handwritten signature; or (3) an electronically scanned
14 and transmitted (for example by PDF document) of a handwritten signature. Each electronic signature
15 affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of
16 the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any
17 administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten
18 signature of that person. The provisions of this section satisfy the requirements of Civil Code section
19 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5,
20 beginning with section 1633.1). Each party using a digital signature represents that it has undertaken and
21 satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)through (5),
22 and agrees that each other party may rely upon that representation. This Agreement is not conditioned
23 upon the parties conducting the transactions under it by electronic means and either party may sign this
24 Agreement with an original handwritten signature.
25 14. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the
26 CITY and COUNTY with respect to the subject matter hereof, and supersedes all previous Agreement
27 negotiations, proposals, commitments, writings, advertisements, publications, and understanding of any
28 nature whatsoever, unless expressly included in this Agreement. IN WITNESS WHEREOF, the parties
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1 hereto have executed this Agreement as of the day and year first hereinabove written.
2 CITY OF FRESNO COt;ri I : OF FRESNO
3
4 Geor an a White, City Manager, Brien���Pacheco
of s Chairman of the Board of Supervisors of
5 the County of Fresno
Pao at errama, Chief of Police,
Fr no Police Department
A, ROVED AS TO FORM
8 RINA M. GONZALES
Interim City Attorney ��77
10 a�a+nc $rrG1 �
ATTEST:
11 Tr)r-,r-, C`TCOAACo -
RA,-1 vvv V 1 L-F' VMCFX IVI�.
12 City CI k -
13 Q&WY !Ze to d q ATTEST:
Bernice E. Seidel
14 Address Clerk of the Board of Supervisors
Fresno Police Department County of Fresno, State of California
15 Attn: Chief Paco Balderrama
2323 Mariposa Street
16 Fresno, CA 93721
17
18 By.
Deputy
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Address:
20 County of Fresno Sheriffs Office
Attn: Margaret Mims, Sheriff
21 2200 Fresno Street
Fresno, CA 93721
22
23 FOR ACCOUNTING USE ONLY:
Fund:0001
24 Subclass:10000
25 ORG:31116310
26 Account:8300, Program 4 91730
27
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1
EXHIBITA
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3 SELF-DEALING TRANSACTION DISCLOSURE FORM
4 In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members of a
5 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-
6 dealing transaction is defined below:
7 "A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of
8 its directors has a material financial interest"
9 The definition above will be utilized for purposes of completing this disclosure form.
10
11 INSTRUCTIONS
12 (1) Enter board member's name,job title (if applicable), and date this disclosure is being made.
13 (2) Enter the board member's company/agency name and address.
14 (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a
15 minimum, include a description of the following:
16 a. The name of the agency/company with which the corporation has the transaction; and
17 b. The nature of the material financial interest in the Corporation's transaction that the board
member has.
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(4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the
19 Corporations Code.
20 (5) Form must be signed by the board member that is involved in the self-dealing transaction described in
21 Sections (3) and (4).
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2 (1)Company Board Member Information:
Name: Date:
3 Job Title:
4 (2)Company/Agency Name and Address:
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9 (3) Disclosure(Please describe the nature of the self-dealing transaction you are a party to):
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20 (4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233(a):
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(5)Authorized Signature
27 Signature: Date:
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