HomeMy WebLinkAboutP-23-485 ACE Parking.pdf P-23-485
County of Fresno
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated September 10 2023 and is between
3 ACE Parking Management, Inc., a California Corporation ("Contractor'), and the County of
4 Fresno, a political subdivision of the State of California ("County").
5 Recitals
6 A. County requires special professional services in regards to the Facilities, including but
7 not limited to management, operations, record-keeping, accounting, auditing, revenue control
8 and providing certain limited services, as specified to users of such Facilities.
9 B. The Contractor has been the sole contractor to the County of Fresno Parks for parking
10 fee collection services, they are familiar with the sites and have infrastructure established at the
11 listed park locations. The Parks Unit is in the process of finalizing a Request of Quotation (RFQ)
12 for a multi-year toll booth operation agreement and will award the successful bidder the contract
13 upon its completion.
14 C. The County and the Contractor have agreed to enter into a short time agreement, in
15 order to continue to provide fee collection services at the Facilities and prevent a lapse in
16 service. The County is in favor of this as it will allow the Parks Unit to complete the RFQ and
17 establish a new vendor without experience a loss of service or revenue. The parties therefore
18 agree as follows:
19 Article 1
20 Contractor's Services
21 1.1 Scope of Services. The Contractor shall perform all of the services provided in
22 Exhibit A to this Agreement, titled "Scope of Services."
23 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
24 able to perform all of the services provided in this Agreement.
25 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
26 applicable federal, state, and local laws and regulations in the performance of its obligations
27 under this Agreement, including but not limited to workers compensation, labor, and
28 confidentiality laws and regulations.
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County of Fresno
1 Article 2
2 County's Responsibilities
3 2.1 The County shall:
4 (A) Provide timely access to the Facilities so Contractor may install necessary
5 equipment and train Contractor's staff on the collection of vehicle entrance fees.
6 (B) Provide a "County Representative" who will represent the County and who will
7 coordinate with the Contractor in matters relating to the parties' performance under the
8 provisions of this Agreement. The County Representative will be the County Director of
9 the Department of Public Works and Planning or his/her designee.
10 (C) Have the right, but not the obligation, exercisable from time to time and at any
11 time during the Term of this Agreement, to improve, expand, replace, or modify any of
12 the Facilities, and/or to construct additional Facilities.
13 (D) Issue annual passes to the Facilities.
14 (E) Service County-owned cash registers to ensure proper operation on
15
16 Article 3
17 Compensation, Invoices, and Payments
18 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
19 the performance of its services under this Agreement as described in this section. On a monthly
20 basis, Contractor shall compile all park revenues received under this Agreement, deduct only
21 Approved Expenses from such park revenues, and return to County the net revenue. Contractor
22 shall return the net revenue to the County by the 20th day of the following month. The County
23 agrees to pay, and the Contractor agrees to receive, compensation for the performance of its
24 services under this Agreement as described in Exhibit B to this Agreement, titled
25 "Compensation."
26 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
27 under this Agreement is $ 199,999.99 from the commencement of the agreement until
28 December 31, 2023, or until a new agreement is established is established with Contractor or a
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1 new vendor as per the results of the RFQ. No extensions will be granted after the initial period.
2 The Contractor acknowledges that the County is a local government entity, and does so with
3 notice that the County's powers are limited by the California Constitution and by State law, and
4 with notice that the Contractor may receive compensation under this Agreement only for
5 services performed according to the terms of this Agreement and while this Agreement is in
6 effect, and subject to the maximum amount payable under this section. The Contractor further
7 acknowledges that County employees have no authority to pay the Contractor except as
8 expressly provided in this Agreement.
9 3.3 Invoices. The Contractor shall submit monthly invoices to 2220 Tulare St, 61h Floor,
10 Fresno, CA 93721 or parks@fresnocountyca.gov. The Contractor shall submit each invoice
11 within 60 days after the month in which the Contractor performs services and in any case within
12 60 days after the end of the term or termination of this Agreement.
13 3.4 Payment. The County shall pay each correctly completed and timely submitted
14 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
15 address specified in the invoice.
16 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
17 expenses that are not specified as payable by the County under this Agreement.
18 Article 4
19 Term of Agreement
20 4.1 Term. This Agreement is effective on September 10, 2023 and terminates on
21 December 31, 2023, except as provided in section 4.2, "Extension," or Article 6, "Termination
22 and Suspension," below.
23 4.2 Extension. There will be no extension periods granted for this agreement.
24 Article 5
25 Notices
26 5.1 Contact Information. The persons and their addresses having authority to give and
27 receive notices provided for or permitted under this Agreement include the following:
28
For the County:
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P-23-485
County of Fresno
1 Director
County of Fresno
2 2220 Tulare St, 61h Floor
Fresno, CA 93721
3 parks@fresnocountyca.gov
4
For the Contractor:
5 CEO
ACE Parking Management, Inc.
6 645 Ash Street
San Diego, CA 92101
7 jsoskin@aceparking.com
8 5.2 Change of Contact Information. Either party may change the information in section
9 5.1 by giving notice as provided in section 5.3.
10 5.3 Method of Delivery. Each notice between the County and the Contractor provided
11 for or permitted under this Agreement must be in writing, state that it is a notice provided under
12 this Agreement, and be delivered either by personal service, by first-class United States mail, by
13 an overnight commercial courier service, or by Portable Document Format(PDF) document
14 attached to an email.
15 (A) A notice delivered by personal service is effective upon service to the recipient.
16 (B) A notice delivered by first-class United States mail is effective three County
17 business days after deposit in the United States mail, postage prepaid, addressed to the
18 recipient.
19 (C)A notice delivered by an overnight commercial courier service is effective one
20 County business day after deposit with the overnight commercial courier service,
21 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
22 the recipient.
23 (D)A notice delivered by PDF document attached to an email is effective when
24 transmission to the recipient is completed (but, if such transmission is completed outside
25 of County business hours, then such delivery is deemed to be effective at the next
26 beginning of a County business day), provided that the sender maintains a machine
27 record of the completed transmission.
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1 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
2 nothing in this Agreement establishes, waives, or modifies any claims presentation
3 requirements or procedures provided by law, including the Government Claims Act(Division 3.6
4 of Title 1 of the Government Code, beginning with section 810).
5 Article 6
6 Termination and Suspension
7 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
8 contingent on the approval of funds by the appropriating government agency. If sufficient funds
9 are not allocated, then the County, upon at least 30 days' advance written notice to the
10 Contractor, may:
11 (A) Modify the services provided by the Contractor under this Agreement; or
12 (B) Terminate this Agreement.
13 6.2 Termination for Breach.
14 (A) Upon determining that a breach (as defined in paragraph (C) below) has
15 occurred, the County may give written notice of the breach to the Contractor. The written
16 notice may suspend performance under this Agreement, and must provide at least 30
17 days for the Contractor to cure the breach.
18 (B) if the Contractor fails to cure the breach to the County's satisfaction within the
19 time stated in the written notice, the County may terminate this Agreement immediately. -
20 (C) For purposes of this section, a breach occurs when, in the determination of the
21 County, the Contractor has:
22 (1) Obtained or used funds illegally or improperly;
23 (2) Failed to comply with any part of this Agreement;
24 (3) Submitted a substantially incorrect or incomplete report to the County; or
25 (4) Improperly performed any of its obligations under this Agreement.
26 6.3 Termination without Cause. In circumstances other than those set forth above, the
27 County may terminate this Agreement by giving at least 30 days advance written notice to the
28 Contractor.
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1 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
2 under this Article 6 is without penalty to or further obligation of the County.
3 6.5 County's Rights upon Termination. Upon termination for breach under this Article
4 6, the County may demand repayment by the Contractor of any monies disbursed to the
5 Contractor under this Agreement that, in the County's sole judgment, were not expended in
6 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
7 demand. This section survives the termination of this Agreement.
8 Article 7
9 Independent Contractor
10 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
11 agents, employees, and volunteers, is at all times acting and performing as an independent
12 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
13 venturer, partner, or associate of the County.
14 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
15 manner or method of the Contractor's performance under this Agreement, but the County may
16 verify that the Contractor is performing according to the terms of this Agreement.
17 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
18 right to employment rights or benefits available to County employees. The Contractor is solely
19 responsible for providing to its own employees all employee benefits required by law. The
20 Contractor shall save the County harmless from all matters relating to the payment of
21 Contractor's employees, including compliance with Social Security withholding and all related
22 regulations.
23 7.4 Services to Others. The parties acknowledge that, during the term of this
24 Agreement, the Contractor may provide services to others unrelated to the County.
25 Article 8
26 Indemnity and Defense
27 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
28 County (including its officers, agents, employees, and volunteers) against all claims, demands,
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County of Fresno
1 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
2 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
3 the performance or failure to perform by the Contractor (or any of its officers, agents,
4 subcontractors, or employees) under this Agreement. The County may conduct or participate in
5 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
6 defend the County.
7 8.2 Survival. This Article 8 survives the termination of this Agreement.
8 Article 9
9 Insurance
10 9.1 The Contractor shall comply with all the insurance requirements in Exhibit C to this
11 Agreement.
12 Article 10
13 Inspections, Audits, and Public Records
14 10.1 Inspection of Documents. The Contractor shall mare available to the County, and
15 the County may examine at any time during business hours and as often as the County deems
16 necessary, all of the Contractor's records and data with respect to the matters covered by this
17 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
18 request by the County, permit the County to audit and inspect all of such records and data to
19 ensure the Contractor's compliance with the terms of this Agreement.
20 10.2 State Audit Requirements. If the compensation to be paid by the County under this
21 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
22 California State Auditor, as provided in Government Code section 8546.7, for a period of three
23 years after final payment under this Agreement. This section survives the termination of this
24 Agreement.
25 10.3 Public Records. The County is not limited in any manner with respect to its public
26 disclosure of this Agreement or any record or data that the Contractor may provide to the
27 County. The County's public disclosure of this Agreement or any record or data that the
28 Contractor may provide to the County may include but is not limited to the following:
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County of Fresno
1 (A) The County may voluntarily, or upon request by any member of the public or
2 governmental agency, disclose this Agreement to the public or such governmental
3 agency.
4 (B) The County may voluntarily, or upon request by any member of the public or
5 governmental agency, disclose to the public or such governmental agency any record or
6 data that the Contractor may provide to the County, unless such disclosure is prohibited
7 by court order.
8 (C)This Agreement, and any record or data that the Contractor may provide to the
9 County, is subject to public disclosure under the Ralph M. Brown Act (California
10 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
11 (D)This Agreement, and any record or data that the Contractor may provide to the
12 County, is subject to public disclosure as a public record under the California Public
13 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
14 with section 6250) ("CPRA").
15 (E) This Agreement, and any record or data that the Contractor may provide to the
16 County, is subject to public disclosure as information concerning the conduct of the
17 people's business of the State of California under California Constitution, Article 1,
18 section 3, subdivision (b).
19 (F) Any marking of confidentiality or restricted access upon or otherwise made with
20 respect to any record or data that the Contractor may provide to the County shall be
21 disregarded and have no effect on the County's right or duty to disclose to the public or
22 governmental agency any such record or data.
23 10.4 Public Records Act Requests. If the County receives a written or oral request
24 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
25 and which the County has a right, under any provision of this Agreement or applicable law, to
26 possess or control, then the County may demand, in writing, that the Contractor deliver to the
27 County, for purposes of public disclosure, the requested records that may be in the possession
28 or control of the Contractor. Within five business days after the County's demand, the
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County of Fresno
1 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
2 possession or control, together with a written statement that the Contractor, after conducting a
3 diligent search, has produced all requested records that are in the Contractor's possession or
4 control, or (b) provide to the County a written statement that the Contractor, after conducting a
5 diligent search, does not possess or control any of the requested records. The Contractor shall
6 cooperate with the County with respect to any County demand for such records. If the
7 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
8 CPRA or other applicable law, it must deliver the record or data to the County and assert the
9 exemption by citation to specific legal authority within the written statement that it provides to
10 the County under this section. The Contractor's assertion of any exemption from disclosure is
11 not binding on the County, but the County will give at least 10 days' advance written notice to
12 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
13 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
14 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
15 failure to produce any such records, or failure to cooperate with the County with respect to any
16 County demand for any such records.
17 Article 11
18 Disclosure of Self-Dealing Transactions
19 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
20 or changes its status to operate as a corporation.
21 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
22 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
23 "Self-Dealing Transaction Disclosure Form" (Exhibit B to this Agreement) and submitting it to the
24 County before commencing the transaction or immediately after.
25 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
26 a party and in which one or more of its directors, as an individual, has a material financial
27 interest.
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P-23-485
County of Fresno
1 Article 12
2 General Terms
3 12.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
4 Agreement may not be modified, and no waiver is effective, except by written agreement signed
5 by both parties. The Contractor acknowledges that County employees have no authority to
6 modify this Agreement except as expressly provided in this Agreement.
7 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
8 under this Agreement without the prior written consent of the other party.
9 12.3 Governing Law. The laws of the State of California govern all matters arising from
10 or related to this Agreement.
11 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
12 County, California. Contractor consents to California jurisdiction for actions arising from or
13 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
14 brought and maintained in Fresno County.
15 12.5 Construction. The final form of this Agreement is the result of the parties' combined
16 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
17 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
18 against either party.
19 12.6 Days. Unless otherwise specified, "days" means calendar days.
20 12.7 Headings. The headings and section titles in this Agreement are for convenience
21 only and are not part of this Agreement.
22 12.8 Severability. If anything in this Agreement is found by a court of competent
23 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
24 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
25 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
26 intent.
27 12.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
28 not unlawfully discriminate against any employee or applicant for employment, or recipient of
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County of Fresno
1 services, because of race, religious creed, color, national origin, ancestry, physical disability,
2 mental disability, medical condition, genetic information, marital status, sex, gender, gender
3 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
4 all applicable State of California and federal statutes and regulation.
5 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
6 of the Contractor under this Agreement on any one or more occasions is not a waiver of
7 performance of any continuing or other obligation of the Contractor and does not prohibit
8 enforcement by the County of any obligation on any other occasion.
9 12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
10 between the Contractor and the County with respect to the subject matter of this Agreement,
11 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
12 publications, and understandings of any nature unless those things are expressly included in
13 this Agreement. If there is any inconsistency between the terms of this Agreement without its
14 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
15 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
16 exhibits.
17 12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
18 create any rights or obligations for any person or entity except for the parties.
19 12.13 Authorized Signature. The Contractor represents and warrants to the County that:
20 (A) The Contractor is duly authorized and empowered to sign and perform its
21 obligations under this Agreement.
22 (B) The individual signing this Agreement on behalf of the Contractor is duly
23 authorized to do so and his or her signature on this Agreement legally binds the
24 Contractor to the terms of this Agreement.
25 12.14 Electronic Signatures. The parties agree that this Agreement may be executed by
26 electronic signature as provided in this section.
27 (A) An "electronic signature" means any symbol or process intended by an individual
28 signing this Agreement to represent their signature, including but not limited to (1) a
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County of Fresno
1 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
2 electronically scanned and transmitted (for example by PDF document) version of an
3 original handwritten signature.
4 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
5 equivalent to a valid original handwritten signature of the person signing this Agreement
6 for all purposes, including but not limited to evidentiary proof in any administrative or
7 judicial proceeding, and (2) has the same force and effect as the valid original
8 handwritten signature of that person.
9 (C)The provisions of this section satisfy the requirements of Civil Code section
10 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
11 Part 2, Title 2.5, beginning with section 1633.1).
12 (D) Each party using a digital signature represents that it has undertaken and
13 satisfied the requirements of Government Code section 16.5, subdivision (a),
14 paragraphs (1) through (5), and agrees that each other party may rely upon that
15 representation.
16 (E) This Agreement is not conditioned upon the parties conducting the transactions
17 under it by electronic means and either party may sign this Agreement with an original
18 handwritten signature.
19 12.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
20 original, and all of which together constitute this Agreement.
21 [SIGNATURE PAGE FOLLOWS]
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P-23-485
County of Fresno
1 The parties are signing this Agreement on the date stated in the introductory clause.
2
AC ark g nagement, Inc COUNTY OF FRESNO
3 y
Digitally signed by Gary
4 ' Gary Cornuelle
Cornuelle 11 29 102 07'001
�� 11:29:10-07'00'
5 JohrAStreet
dner, CEO Gary Cornuelle, Purchasing Manager
6 645
San Diego, CA 92101
7
For accounting use only:
8
Org No.: 7910
9 Account No.: 5055
Fund No.: 0001
10 Subclass No.: 10000
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P-23-485
County of Fresno
Exhibit A
1 Scope of Services
2 A. Contractor shall operate the vehicle fee collection services at following County-operated
3 Facilities: Kearney, Lost Lake, Laton-Kingston, Skaggs, and Avocado
4 B. Contractor shall provide a detailed monthly report listing all revenues received and Approved
5 Expenses incurred under this Agreement, including all necessary backup documentation for
6 such revenues received and Approved Expenses incurred ("Monthly Report"). Contractor shall
7 provide the Monthly Report to the County by the 20th day of the following month. The Monthly
8 Report shall include daily and monthly maintenance, customer service, incident, accident, and
9 occupancy details. County may also require other reports. County may also request an
10 electronic copy of the detailed Monthly Report and access to Contractor's proprietary on-line
11 "ACE Parking Client Portal" to review current and past profit/loss statements.
12 C. Approved Expenses are defined as expense that have been pre-approved by the County and
13 agreed to by the Contractor.
14 D. If the overall monthly revenue obtained by that month's parking fees does not exceed that
15 month's operational costs, Contractor shall record an operating loss for that month. The
16 Contractor shall work closely with the County representative in drafting monthly operating
17 schedules so as to minimize the possibility of such a monthly loss. The contractor shall modify
18 the operating schedule and hours of operation as needed in order to ensure a net revenue
19 return to the County. Prior to modifying operational hours, Contractor shall provide that month's
20 revenue and cost information to County and obtain written permission from County to modify
21 operational hours.
22 E. Contractor shall respond in a timely manner to all inquiries by the staff of the Department of
23 Public Works and Planning or the Auditor-Controller/Treasurer-Tax Collector's office on the
24 accounting or budgeting of the services being provided.
25 Facilities/Collection of Fees
26 Each of the five (5) Facilities have fee collection booths located near their entrances.
27 Contractor will be responsible for collecting vehicle entry fees (VEF) at the following locations:
28
A-1
Exhibit A P-23-485
County of Fresno
1 AVOCADO LAKE PARK is located 23 miles east of the City of Fresno via Highway 180
2 and Piedra Road; the park address is 3625 N. Piedra Road, Piedra, CA 93649. The park is 210
3 acres in size. The fee booth is generally operated from mid-March to the end of September.
4 KEARNEY PARK is located on Kearney Boulevard seven miles west of the City of
5 Fresno; the park's address is 6725 Kearney Blvd, Fresno, CA 93706. It is comprised of 225-
6 acres. The fee booth is generally operated from mid-March to the end of September.
7 LATON-KINGSTON PARK is located 25 miles southeast of the City of Fresno on Fowler
8 Road (west of Laton) on the Kings River; the park address is 20055 S. Fowler Ave., Laton, CA
9 93242. The park consists of 22 developed acres. The fee booth is generally operated from mid-
10 March to mid-September.
11 LOST LAKE RECREATION AREA is located 19 miles north of the City of Fresno below
12 Friant Dam along the San Joaquin River; the park's address is 16385 N. Friant Road, Friant, CA
13 93720. The park is approximately 305 acres in size. The fee booth is generally staffed
14 continually from mid-March to the end of September; beginning in October and extending
15 through mid-March, the fee booth is operated only on the weekends.
16 SKAGGS BRIDGE PARK is located off of Highway 145 (Madera Avenue) and Barstow
17 Ave; the park's address is 5901 N. Madera Ave., Kerman, CA 93630. The park is 17 acres in
18 size. The fee booth is generally operated from mid-March through the end of September.
19 FACILITIES and EQUIPMENT Each of the five locations are equipped with an enclosed,
20 secure fee booth, the SysParc VP2010 Electronic Valet ticket dispenser, and 110 VAC (volts
21 alternating current). Phone lines are not currently available.
22
23 Facility Hours of Operation
24 Most of the Facilities are open year-round; Laton-Kingston and Skaggs Bridge parks are the
25 exception. Both parks close on October 1 and re-open just before Easter. The hours of fee
26 booth staffing vary depending on Facility location. During March, April and May, the fee booths
27 are operated on weekends only (except for Lost Lake Recreation Area), however, this schedule
28 depends on many variables such as weather conditions and volume of water flowing in adjacent
A-2
Exhibit A P-23-485
County of Fresno
1 rivers. During the summer months, the fee booths are operated between 8 - 12 hours per day,
2 seven (7) days per week.
3 Each September, the fee booths schedules revert to weekends only, depending on weather
4 conditions and volume of water flowing in the waterways. During holidays (Easter, Memorial
5 Day and Labor Day, etc.), additional staff and entry lines are required at the Facilities to prevent
6 the obstruction of the flow of traffic coming into the parks. During holidays, Kearney Park, Lost
7 Lake Recreation Area, and Avocado Lake may have up to four(4) different entry points that
8 require staffing to issue entrance tickets. The County Representative will work with
9 Contractor to coordinate the booth staffing hours on a monthly basis, depending on
10 weather conditions, number of vehicles entering per hour (min. target is between 4-5/ hour),
11 scheduled events and historical or recent revenue data.
12 Avocado Lake Park: April 1 through September 30 - 7:00 am to 10:00 pm;
13 October 1 through March 31 - 7:00 am to 7:00pm
14 Kearney Park: April 1 through September 30 - 7:00 am to 10:00 pm; October 1 through
15 March 31 - 7:00 am to 7:00 pm
16 Laton-Kingston Park: April 1 through September 30 - 7:00 am to 10:00 pm; October 1
17 through March 31 - 7:00 am to 7:00 pm
18 Lost Lake Park: April 1 through September 30 - 7:00 am to 10:00 pm; October 1 through
19 March 31 - 7:00 am to 7:00 pm
20 Skaggs Bridge Park: April 1 through September 30 - 7:00 am to 10:00 pm; October 1
21 through March 31 - 7:00 am to 7:00 pm
22
23 Contractor's Responsibilities:
24 Contractor shall be solely responsible for the day-to-day operations of each Facility's fee booth.
25 At a minimum, Contractor's responsibilities include but are not limited to the following:
26 A. Operate, manage, direct, and superintend the entry fee booths in a diligent,
27 economical, and efficient manner, so that revenues per month exceed expenses.
28 Through the use of revenue information and other related reports and analysis,
A-3
Exhibit A P-23-485
County of Fresno
1 Contractor shall make diligent efforts to schedule Contractor's staff to
2 ensure that the collected revenues exceed costs, including salary, benefits and
3 administrative overhead.
4 B. Only cash registers provided by County shall be used in handling all transactions.
5 Contractor shall provide copies of the 'T'tapes of each branch to County on a monthly
6 basis.
7 C. On a monthly basis, Contractor will compile and submit the Monthly Report
8 to County.
9 D. A net revenue check will be submitted to the County within 20 days of the
10 following month.
11 E. If a toll booth is equipped with a loop counter data, Control shall utilize this equipment
12 to assist County in the development and maintenance of operation schedules. All
13 operation schedules for each Facility shall be approved in writing by
14 County.
15 F. Any vandalism, problems, and disturbances arising with the public shall be reported to
16 the Fresno County Sheriffs Office at (559) 600-3111.
17 G. Contractor shall notify County of all problems or disturbances that arise in the
18 Facilities within twenty-four (24) hours of the occurrence.
19 H. Contractor will provide a detailed Organizational chart describing the staffing levels
20 that apply to County operations. Contractor shall meet with the
21 County Representative on a regular basis to discuss staffing levels.
22 I. Contractor must have a local office and manager.
23 J. From time to time, Contractor's staff shall distribute County flyers, maps, or
24 other information to the public, at County's request.
25 K. Contractor shall keep all fee booths neat and clean at all times. Modifications, both
26 interior and exterior, to the fee booths are not permitted unless approved in writing by
27 County.
28 L. Contractor will be responsible for resolving refund claims made by the public.
A-4
Exhibit A P-23-485
County of Fresno
1 M. During special events requested by the County, Contractor will be responsible for
2 having additional staffing to collect vehicle entry fees at multiple entrances into each
3 Facility. Operation of multiple entrances into the Facilities is intended to alleviate traffic
4 congestion and minimize unsafe conditions of vehicles baclting up onto major roadways.
5
6 Material Costs
7 Contractor shall be reimbursed at direct cost for materials used in the process of
8 providing services under the Agreement. Costs must be approved in writing by the
9 County Representative to be eligible for reimbursement, and must be incurred for materials
10 necessary to provide services and authorized under the Agreement.
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
A-5
Exhibit B P-23-485
County of Fresno
Self-Dealing Transaction Disclosure form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("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 used 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.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
C-1
Exhibit B P-23-485
County of Fresno
(I) Company Board Member Information:
Name: Date:
Job Title:
(2) CompanylA°gency Name and Address:
(3)'Disclosure(Piease describe the nature of the self-dealing transaction you are a
art to t
(4}Explain why this self4ealing transaction is consistent with the requirements of
Corpora#ions Code 5233;(a)
(5)Authorized;$ignature
�—
Signature: Date:
C-2
Exhibit C P-23-485
County of Fresno
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Professional Liability. Professional liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
Dollars ($3,000,000). If this is a claims-made policy, then (1)the retroactive date must
be prior to the date on which services began under this Agreement; (2)the Contractor
shall maintain the policy and provide to the County annual evidence of insurance for not
less than five years after completion of services under this Agreement; and (3) if the
policy is canceled or not renewed, and not replaced with another claims-made policy
with a retroactive date prior to the date on which services begin under this Agreement,
then the Contractor shall purchase extended reporting coverage on its claims-made
policy for a minimum of five years after completion of services under this Agreement.
(F) Molestation Liability. Sexual abuse I molestation liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence, with an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
(i) The professional liability insurance certificate, if it is a claims-made policy, must
also state the retroactive date of the policy, which must be prior to the date on
which services began under this Agreement.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
D-1
P-23-485
County of Fresno
Exhibit C
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VII.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation, The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
D-2