HomeMy WebLinkAboutFresno Fly Fishers_ Rec Wildlife_ Agreement FY 2022.pdf 1 AGREEMENT
2 THIS AGREEMENT, entered into this ���='f�' 1 li , 2022 by
3 and between the COUNTY OF FRESNO, a political Subdivision of the State of
4 California, hereinafter referred to as "COUNTY", and Fresno Fly Fishers for
5 Conservation, a non-profit corporation, c/o Bill Bruce, 6303 N Montana Ave., Clovis,
6 CA. 93619, hereinafter called "CONTRACTOR".
7 WHEREAS, the Board of Supervisors at the request of Public Works and
8 Planning staff and in concurrence with the Recreation and Wildlife Commission have
9 approved funds in the COUNTY'S Fish and Game Fine monies pursuant to California
10 Fish and Game Code Sections 13000 et seq., as per Fresno County Recreation and
11 Wildlife Commission FY 2022-23 application; and
12 WHEREAS, the CONTRACTOR is qualified and willing to perform all of
13 the services detailed herein below.
14 NOW, THEREFORE, it is agreed by both parties as follows:
15 1. CONTRACTOR'S OBLIGATIONS: CONTRACTOR shall be
16 responsible to purchase supplies, materials, and equipment to accomplish projects
17 and to complete such projects as provided in the Fresno County Recreation and
18 Wildlife Commission FY 2022-23 application submitted by CONTRACTOR, attached
19 hereto as Attachment "A" and incorporated herein by this reference.
20 2. TERM: This Agreement shall be effective and the service
21 described above shall be performed as of the date the Agreement is executed by the
22 COUNTY through June 30, 2023.
23 3. FEE: The COUNTY agrees to pay CONTRACTOR and
24 CONTRACTOR agrees to perform the services for One Thousand and 00/100
25 ($1,000.00) Dollars. The funds are estimates only; cost per area or line item may vary.
26 However, in no event shall the total service fee paid under this Agreement exceed
27 One Thousand and 00/100 ($1,000.00) Dollars.
28 4. PAYMENTS: The COUNTY will make reimbursement payments
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1 upon presentation of a valid invoice. Invoice shall be on CONTRACTOR'S letterhead,
2 accompanied by documentation substantiating purchase of materials and supplies to
3 complete project. COUNTY shall make payment to CONTRACTOR within Forty-five
4 (45) days after receipt of invoice by COUNTY.
5 5. INVOICING: Invoicing shall be in duplicate to: Fresno County
6 Parks, Resources Manager, 2220 Tulare St . 6th Floor, Fresno, CA 93721.
7 6. TERMINATION:
8 A. Non Allocation of Funds —The terms of this Agreement,
9 and the services to be provided thereunder, are contingent upon the approval of funds
10 by the appropriating governmental agency. Should sufficient funds not be allocated,
11 the services provided may be modified, or this Agreement terminated, at any time by
12 giving the CONTRACTOR thirty (30) days advance written notice.
13 B. Breach of Contract— The COUNTY may immediately
14 suspend or terminate this Agreement in whole or in part, where in the determination of
15 the COUNTY there is:
16 1) An illegal or improper use of funds;
17 2) A failure to comply with any term of this Agreement;
18 3) A substantially incorrect or incomplete report submitted to the
19 COUNTY;
20 4) Improperly performed service.
21 In no event shall any payment by the COUNTY constitute a waiver by the
22 COUNTY of any breach of this Agreement or any default which may then exist on the
23 part of the CONTRACTOR. Neither shall such payment impair or prejudice any
24 remedy available to the COUNTY with respect to the breach or default. The COUNTY
25 shall have the right to demand of the CONTRACTOR the repayment to the COUNTY
26 of any funds disbursed to the CONTRACTOR under this Agreement, which in the
27 judgement of the COUNTY were not expended in accordance with the terms of this
28 Agreement. The CONTRACTOR shall promptly refund any such funds upon demand.
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1 C. Without Cause: Under circumstances other than those set
2 forth above, this Agreement may be terminated by COUNTY or CONTRACTOR upon
3 the giving of thirty (30) days advance written notice of an intention to terminate to the
4 other party.
5 7. COMPLIANCE WITH LAWS: CONTRACTOR shall comply with
6 all federal, state and local laws, ordinances and regulations applicable to the activities
7 covered by this Agreement.
8 8. INDEPENDENT CONTRACTOR: In performance of the work,
9 duties and obligations assumed by CONTRACTOR under this Agreement, it is
10 mutually understood and agreed that CONTRACTOR, including any and all of the
11 CONTRACTOR'S officers, agents, and employees will at all times be acting and
12 performing as an independent contractor, and shall act in an independent capacity and
13 not as an officer, agent, servant, employee, joint venturer, partner, or associate of the
14 COUNTY. Furthermore, COUNTY shall have no right to control or supervise or direct
15 the manner or method by which CONTRACTOR shall perform its work and function.
16 However, COUNTY shall retain the right to administer this Agreement so as to verify
17 that CONTRACTOR is performing its obligations in accordance with the terms and
18 conditions thereof. CONTRACTOR and COUNTY shall comply with all applicable
19 provisions of law and the rules and regulations, if any, of governmental authorities
20 having jurisdiction over matters the subject thereof.
21 Because of its status as an independent contractor, CONTRACTOR
22 shall have absolutely no right to employment rights and benefits available to COUNTY
23 employees. CONTRACTOR shall be solely liable and responsible for providing to, or
24 on behalf of, its employees all legally required employee benefits. In addition,
25 CONTRACTOR shall be solely responsible and save COUNTY harmless from all
26 matters relating to payment of CONTRACTOR'S employees, including compliance
27 with Social Security withholding and all other regulations governing such matters. It is
28 acknowledged that during the term of this Agreement, CONTRACTOR may be
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1 providing services to others unrelated to the COUNTY or to this Agreement.
2 9. MODIFICATION: Any matters of this Agreement may be modified
3 from time to time by the written consent of all the parties without, in any way, affecting
4 the remainder.
5 10. ASSIGNMENT: Neither party shall assign, transfer or
6 subcontract this Agreement nor their rights or duties under this Agreement without the
7 prior written consent of the other party.
8 11. HOLD HARMLESS: CONTRACTOR agrees to indemnify, save,
9 hold harmless, and at COUNTY'S request, defend the COUNTY, its officers, agents,
10 and employees, from any and all costs and expenses, damages, liabilities, claims, and
11 losses occurring or resulting to COUNTY in connection with the performance, or failure
12 to perform, by CONTRACTOR, its officers, agents, or employees, under this
13 Agreement, and from any and all costs and expenses, damages, liabilities, claims and
14 losses occurring or resulting to any person, firm, or corporation who may be injured or
15 damaged by the performance, or failure to perform, of CONTRACTOR, its officers,
16 agents, or employees, under this Agreement.
17 12. INSURANCE: Without limiting the COUNTY'S right to obtain
18 indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole
19 expense, shall maintain in full force and effect the following insurance policies
20 throughout the term of this Agreement:
21 A. Comprehensive liability insurance in the amount of One Million
22 ($1,000,000) Dollars
23 B. Workers Compensation insurance in accordance with the
24 California Labor code.
25 Such insurance policies shall name the COUNTY, its officers,
26 agents, and employees, individually and collectively as additional insured, but only
27 insofar as the operations under this contract are concerned. Such coverage for
28 additional insured shall apply as primary insurance and any other insurance, or self
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1 insurance, maintained by the COUNTY, its officers, agents, and employees shall be
2 excess only and not contributing with insurance provided under the CONTRACTOR'S
3 policies herein. This insurance shall not be canceled or changed without a minimum
4 of thirty (30) days advance written notice given to COUNTY.
5 Prior to commencing performance of its obligations under this
6 Agreement, CONTRACTOR shall provide certificates of insurance on the foregoing
7 policies as required herein, to the COUNTY'S DEPARTMENT OF PUBLIC WORKS
8 AND PLANNING, stating that such insurance coverages have been obtained and are
9 in full force; that the COUNTY, its officers, agents, and employees will not be
10 responsible for any premiums on the policies; that such insurance names the
11 COUNTY, its officers, agents, and employees, individually and collectively, as
12 additional insured (except Workers Compensation Insurance), but only in so far as the
13 operations under this contract are concerned; that such coverage for additional
14 insured shall apply as primary insurance and any other insurance, or self-insurance,
15 maintained by the COUNTY, its officers, agents, and employees, shall be excess only
16 and not contributing with insurance provided under the CONTRACTOR'S policies
17 herein; and that this insurance shall not be canceled or changed without a minimum of
18 thirty (30) days advance written notice given to COUNTY.
19 In the event CONTRACTOR fails to keep in effect at all times
20 insurance coverage as herein provided, the COUNTY may, in addition to other
21 remedies it may have, suspend or terminate this Agreement upon the occurrence of
22 such event.
23 13. AUDITS AND INSPECTIONS: The CONTRACTOR shall at any
24 time during business hours, and as often as the COUNTY may deem necessary, make
25 available to the COUNTY for examination all of its records and date with respect to the
26 matters covered by this Agreement. The CONTRACTOR shall, upon request by the
27 COUNTY, permit the COUNTY to audit and inspect all of such records and data
28 necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement.
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I If this Agreement exceeds Ten Thousand ($10,000) Dollars,
2 CONTRACTOR shall be subject to the examination and audit of the Auditor General
3 for a period of three (3) years after the final payment under contract (Government
4 Code Section 8546.7).
5 14. NOTICES: The persons and their addresses having authority to
6 give or receive notices under this Agreement include the following:
7 County of Fresno Contractor
8
Resources Manager Bill Bruce
9 Department of Public Works Fresno Fly Fishers for Conservation
and Planning 6303 N. Montana Ave.
10 2220 Tulare St. 6th Floor Clovis, CA 93619
11 Fresno, CA 93721 (559) 392-3963
(559) 600-3004
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Any and all notices between the COUNTY and the
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14 CONTRACTOR provided for or permitted under this Agreement or by law shall be in
15 writing and shall be deemed duly served when personally delivered to one of the
16 parties, or in lieu of such personal services, when deposited in the United States Mail,
17 postage prepaid, addressed to such party.
18 15. GOVERNING LAW: Venue for any action arising out of or related
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to this Agreement shall only be in Fresno County, California.
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21 The rights and obligations of the parties and all interpretation and
22 performance of this Agreement shall be governed in all respects by the law of the
23 State of California.
24 16. ELECTRONIC SIGNATURES. The parties agree that this
25 Agreement may be executed by electronic signature as provided in this section. An
26 "electronic signature" means any symbol or process intended by an individual signing
27
this Agreement to represent their signature, including but not limited to (1) a digital
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COUNTY OFFRESNO signature; (2) a faxed version of an original handwritten signature; or (3) an
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1 electronically scanned and transmitted (for example by PDF document) of a
2 handwritten signature. Each electronic signature affixed or attached to this Agreement
3 (1) is deemed equivalent to a valid original handwritten signature of the person signing
4 this Agreement for all purposes, including but not limited to evidentiary proof in any
5 administrative or judicial proceeding, and (2) has the same force and effect as the
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valid original handwritten signature of that person. The provisions of this section satisfy
7
8 the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform
9 Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with
10 section 1633.1). Each party using a digital signature represents that it has undertaken
11 and satisfied the requirements of Government Code section 16.5, subdivision (a),
12 paragraphs (1) through (5), and agrees that each other party may rely upon that
13
representation. This Agreement is not conditioned upon the parties conducting the
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15 transactions under it by electronic means and either party may sign this Agreement
16 with an original handwritten signature.
17 17. ENTIRE AGREEMENT: This Agreement constitutes the entire
18 agreement between the CONTRACTOR and COUNTY with respect to the subject
19 matter thereof and supersedes all previous Agreement negotiations, proposals,
20 commitments, writings, advertisements, publications, and understanding of any nature
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whatsoever unless expressly included in this Agreement.
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1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
2 of the day and year first hereinabove written.
3
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CONTRACTOR COUNTY OF FRESNO PURCHASING
5 � Dlgltally signed by Gary C e
Gary Cornuelle Dace zozz,,,o„aces '00
6 (Authorized Signature) Gary Cornuelle, Purchasing Manager
7 PiLL— R2L� C& DATE:
8 Print Name and Title
9 (�j i J I`; I�t�fJ�i9✓y1 �lti't
10 L Lo GIs. CA L <<T
11 Mailing Address
12 DATE:
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20 FOR ACCOUNTING USE ONLY:
FUND NO. 0115
21 ORG NO 4350
ACOUNT NO 7295
22 SUBCLASS NO. 10000
23 PROGRAM NO. 0
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28 G:\7910Parks&Grounds\PubliclAGREEMENTS1Rec and WildTY 2017-1 MCritter Creek\Critter Creek 2017-18.doc
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