HomeMy WebLinkAboutAgreement A-16-649 with Fresno County Superintendent of Schools.pdfAgreement No. 16-649
CONTRACTOR-PROVIDED SERVICES AGREEMENT ("Agreement")
Legal Doc./Contract No. of this signed Agreement (FCOE Legal use only): _______ _
COVER
Program/Event: Early Care and Education-Early Stars Program
1 -coNTRACTOR--~-~·--~---·~·-····-~--········~-~--
I County of Fresno, Department of Public Health ("Contractor") DBA (leave blank if none):
! Attn: Rose Mary Rahn ! 1221 Fulton Mall
1 Fresno, CA 93721
1 Phone: (559) 600-3330 i
I Email: rrahn@co.fresno.ca.us !
J .FCSS-···--c--.--·--~-~-··-;-·-~. ········-·-···--··--c·~·~·-···----~~---~---.. ----~~. : .• ...,.7"-·······-····----,
I Fresno County Superintendent of Schools ("FCSS") ADDRESS FOR INVOICE TO FCSS: All I
' Attn: Lupe Jaime, Director invoices to FCSS shall be addressed ·1
Dept.: Early Care and Education to the attention of Internal Business
Fresno County Office of Education Services-Accounts Payable, Fresno 1
1
I
2405 Tulare Street, Suite 1 00 County Office of Education, 1111
Fresno, CA 93721 Van Ness Ave, Fresno, CA 93721
f :~~~~'~;;:: 3.1) E~•ail wlopez@fcoi;MINA1fON DU~ING coNfRACT)$~.r(.e,; §3.2) -1
I "Effective Date": July 1, 2016 Ground for Termination (mark one): X Wi~h caus.e I
1. "Te·r ... m.ination D. ate": .J .. une 30 .. 20.18 J ·.. . .. ·.. ·. .. . . . _ W1th.or.w1tho. u .. ~ca.use 1 "Not1ce Penod": At least 30 days before the effect1ve I
i date of termination of this Agreement ; I CONTRAy'fAMp.QtJT ANQPAYMENT SCHEDI)LE ($;Art. 2)~FCSS shallpayC.Ontra<:rortheContract Amoi,Jnt stated 1
1 below pUrs).lanttofhij following "Payment Schedule" (mark oneand ~omp.'ete as indlcilttkl): ~.· · . I
! ! PAYMENT SCHEDULE 1-FIXED INSTALLMENT PAYMENT: $24,995.92 per month, the sum of all payments ! shall equal the "Contract Amount" of $599,902.00. Contractor shall submit to FCSS each invoice for
1 payment monthly and in accordance with Section 2.2.
I PAYMENT SCHEDULE 2-RATE/NOT TO EXCEED CONTRACT AMOUNT: Services that Contractor performs in I -accordance with this Agreement, to be billed at$ __ per hour in 15 minute increments OR pursuant to I the schedule attached as Exhibit 1 and the sum of which shall not exceed the "Contract Amount" of
1 $ __ . Contractor shall submit to FCSS each invoice for payment monthly/quarterly/annually and in
I accordance with Section 2.2.
I PAYMENT SCHEDULE 3-ENTIRE CONTRACT AMOUNT/COMPLETION OF ALL SERVICES: Entire "Contract
I
Amount" of $ __ , the mvo1ce for payment of wh1ch Contractor shall subm1t to FCSS w1th1n 30 days of
the date on which Contractor completed all Services in accordance with this Agreement.
1
-PAYMENT SCHEDULE 4-OTHER: The "Contract Amount" of$ __ , each invoice for payment of which
Contractor shall submit to FCSS monthly/quarterly/annually and in accordance with Article 2, and the
payment of each invoice of which FCSS shall make to Contractor within 30 days after: (A) Contractor has
j completed, in accordance with this Agreement, the Services required of Contractor for the period for which
I
Contractor requests payment; and (B) FCSS has received and approved Contractor's invoice describing,
at a minimum, the Services that Contractor completed, date(s) on which such Services were completed,
1 and the payment requested.
'""·-----~--~·-·-----~-----~~------·--· ----·-·-
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CONTRACTOR OBLIGATIONS. Unless specifically stated otherwise on this Cover, Contractor shall provide all labor,
materials, equipment, and transportation necessary to perform all obligations required of Contractor as set forth
elsewhere in this Agreement and the following “Services”:
WHAT SERVICES WILL CONTRACTOR PROVIDE: Contractor will provide a combination of Trainings and
Coaching for the Early Stars Sites as follows:
TRAINING/ Workshop
a) Facilitate 21 hours annually in subjects that focus on health & safety.
COACHING/TECHNICAL ASSISTANCE
60 sites per year for two years
a) Provide technical assistance on health and safety policies and procedures standards aligned with
the Quality Rating & Improvement System for sites enrolled in the Early Stars Program as needed
b) Provide coaching in health and safety and hand-washing/diapering procedures standards for
every new site enrolled in the Early Stars Program. Each site visit will be a minimum of 30
minutes.
c) Provide written resources addressing issues on health and safety practices for Early Stars Sites to
distribute to parents.
Other Responsibilities
a) Complete coaching/technical assistance notes for each site visit and log communication
exchanges between nurses and the sites, using the designated Early Stars Database.
b) Attend coaching meetings coordinated by FCSS.
c) Submit a quarterly narrative and aggregate data report as requested by FCSS using the
designated data system.
WHEN WILL CONTRACTOR PROVIDE THE SERVICES (mark one and complete as indicated):
_ DATE DETERMINED − Contractor will perform the Services on (state specific date(s)):
X DATE TO BE DETERMINED − The Parties’ staff will coordinate and schedule the particular date(s) on
which Contractor shall perform the Services, such date(s) to be: between July 1, 2016 and June 30,
2018
WHERE WILL CONTRACTOR PROVIDE THE SERVICES (state full address): Coaching and technical assistance
will take place at various sites enrolled in Early Stars throughout Fresno County. Training locations will vary
according to facility availability
FULL NAME OF CONTRACTOR STAFF WHO MUST PERFORM THE SERVICES (leave blank if none designated):
PREVAILING WAGE WORK (complete the following if the Services required of Contractor are subject to the payment of prevailing wages):
_ PREVAILING WAGE WORK (mark if a portion or all of the Services are subject to prevailing wages): A portion or all
of the Services that Contractor will provide under one or more Purchase Orders issued pursuant to this
Agreement are subject to the payment, monitoring, and enforcement of prevailing wages. The Prevailing
Wage Work Addendum is attached hereto and constitutes a part of this Agreement. NOTE: If prevailing
wage work is marked here, FCSS’ Facilities & Operations shall complete and include the Prevailing Wage
Work Addendum as part of this Agreement.
_ SUBCONTRACTOR DESIGNATION (mark if Contractor will use any subcontractor to perform any of the Services):
Contractor is subcontracting with one or more subcontractors to perform a portion of the Services.
Contractor has listed each subcontractor on the Subcontractor Designation Form, which is attached and
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GENERAL TERMS AND CONDITIONS
These General Terms and Conditions contain the following Articles:
Article 1 Scope of Services and Obligations
Article 2 Payment
Article 3 Term and Termination of Agreement; Suspension of Services
Article 4 Insurance
Article 5 Indemnity
Article 6 Dispute Resolution
Article 7 General Provisions
Terms with initial capital letter shall have the respective meanings set forth in this Agreement.
ARTICLE 1 SCOPE OF SERVICES AND OBLIGATIONS.
SECTION 1.1 PURPOSE. By this Agreement, the Parties desire to set forth the terms and conditions upon which
Contractor shall provide, and FCSS shall compensate Contractor for, performance of those obligations required of
Contractor under this Agreement, and to set forth the Parties’ rights and obligations relating to this Agreement.
SECTION 1.2 CONTRACTOR OBLIGATIONS. Contractor represents and shall ensure that it and all persons whom it
employs or retains to perform this Agreement have the necessary training, skill, and experience and are qualified to so
perform, including having throughout the Contract Term all required licenses, permits, and/or certifications (collectively and
separately “License”). Contractor shall provide FCSS with written proof of each License upon FCSS’ request and notify
FCSS in writing no later than 10 days after Contractor receives any notice that any such License has been revoked,
suspended, placed on probation, or non-renewed. The Services required of Contractor are as set forth on the Cover. Unless
stated otherwise on the Cover in which case such provisions shall apply to the extent provided therein , Contractor is solely
responsible for: (A) all means, methods, techniques, sequences, procedures, safety, and work coordination necessary or
proper for Contractor to perform this Agreement; (B) the acts and omissions of Contractor’s officers, employees, agents, and
any other persons who Contractor retains to perform this Agreement; and (C) taking all reasonable precautions for the safety
and prevention of injury to the person of and/or damage or loss to the property of Contractor’s officers, employees, agents
and any persons who Contractor retains to perform this Agreement, to any officers, employees, agents, students, or invitees
of FCSS, or to any Third Party.
SECTION 1.3 COMPLIANCE WITH APPLICABLE LAW S AND GRANT. Each Party shall comply with all laws and
regulations (collectively “Law”) applicable to its performance of this Agreement, and all Law that it agreed to comply under
this Agreement (referred to collectively and separately as “Applicable Law” and shall include amendments and Law that
are in effect as of the Effective Date or become effective during the Contract Term). Each Applicable Law is deemed inserted
herein; however, if any conflict or inconsistency exists between a provision in this Agreement and an Applicable Law, the
provision in this Agreement shall govern except where such provision is specifically prohibited or void by the Applicable Law
in which case the Applicable Law shall govern to the extent provided therein. Each Party shall comply with each grant (if any)
that provides funding to pay for this Agreement and all Law and requirements applicable to such grant.
SECTION 1.4 WORK PRODUCTS AND RIGHTS THERETO. Unless stated otherwise on the Cover in which case such
provisions shall apply to the extent provided therein, this Section shall survive the termination of this Agreement and apply
to: (A) any Work that FCSS provides to Contractor pursuant to or relating this Agreement (“FCSS Work”); and (B) any Work
that is prepared for and/or provided to FCSS by or on behalf of Contractor pursuant to or relating to this Agreement
(“Contractor Work”). The following applies to the FCSS Work: (A) the FCSS Work is FCSS’ property and FCSS has all
interests and rights thereto; (B) Contractor does not own and shall not claim any interest or right to or in the FCSS Work; (C)
FCSS grants to Contractor a limited license during the Contract Term to use and reproduce only those portions of the FCSS
Work necessary for Contractor to perform this Agreement; and (D) Contractor shall return any or all FCSS Work to FCSS
upon FCSS’ request. The following applies to the Contractor Work: (A) Contractor represents that the Contractor Work is
Contractor’s original work and does not contain any unlawful matter or infringe upon any Third Party’s copyright, right, or
interest; (B) the Contractor Work is an instrument of service and constitutes FCSS’ sole property, and Contractor shall
deliver to FCSS the Contractor Work within 30 days of the date of completion of the Services or the date of termination of
this Agreement, whichever is earlier; and (C) FCSS shall have the right to, and may authorize others to, use, modify,
duplicate, distribute, sell, dispose, and/or disclose, in whole or in part, in any manner, and for any purpose, the Contractor
Work. “Work” means any data, document, display, drawing, report, material, invention, work, and discovery, including any
copyright, right, and interest therein or thereto and whether written, recorde d, or electronically stored, and shall include
source codes and other codes and information if this Agreement requires Contractor to prepare, create, modify, update, or
perform work relating to any website, webpage, and/or computer software, program, or pr oduct.
SECTION 1.5 RECORDS AND INFORMATION.
1.5.1 REQUIRED DOCUMENTS. Contractor shall provide to FCSS each Required Document marked on the Cover, each
of which is incorporated into and constitutes a part of this Agreement. If any Required Document becom es incorrect
or inapplicable or expires during the Contract Term, Contractor shall promptly notify in writing and/or submit to
FCSS the corrected, updated, or effective Required Document. If Contractor refuses to provide any Required
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Document or corrected, updated, of effective version thereof, FCSS shall have the right to withhold payment of any
or all of the Contract Amount until such time that FCSS receives the Required Document from Contractor.
1.5.2 CONFIDENTIAL RECORDS AND INFORMATION. If any document and/or information (for example and not as a
limitation, employee or student record) that are subject to nondisclosure or protection under federal and/or
California laws (collectively and separately “Confidential Material”) are provided to or created by Contractor for or
pursuant to this Agreement, Contractor shall: (A) not release, disseminate, publish, or disclose the Conf idential
Material except as required by law or a court order, as this Agreement may permit, or as FCSS, through its contact
person listed on the Cover or other designated FCSS staff, may authorize in writing; (B) unless specifically
permitted by Applicable Law, not use the Confidential Material for any purpose not related to Contractor’s
performance of this Agreement; and (C) protect and secure the Confidential Material, including Confidential Material
saved or stored in an electronic form, to ensure that it is safe from theft, loss, destruction, erasure, alteration, and
unauthorized viewing, duplication, and use. The provisions of this Subsection shall survive the termination of this
Agreement.
1.5.3 RECORD RETENTION, INSPECTION, AND AUDIT. Contractor shall maintain accurate books and records of all
Services provided under, amounts billed pursuant to, and all doc uments required of Contractor under this
Agreement for at least five years after the date on which this Agreement terminates and make them available for
review, audit, and/or copying by FCSS upon FCSS’ request. If this Agreement involves the expenditure of $10,000
or more in funds from the State of California, it is subject, for three years after the final payment is made, to the
State Auditor’s examination and audit at FCSS’ request or as part of an audit of FCSS. The provisions of this
Subsection shall survive the termination of this Agreement.
ARTICLE 2 PAYMENT.
SECTION 2.1 CONTRACT AMOUNT. As full consideration and compensation for Contractor’s perfo rmance of this
Agreement, FCSS shall pay Contractor the Contract Amount.
SECTION 2.2 INVOICE AND DECLARATION UNDER PENALTY OF PERJURY. Contractor shall submit an itemized
invoice and supporting information to FCSS, at the address for invoice to FCSS stated on the Cover, before Contractor may
receive any payment under this Agreement. Each person submitting and/or signing an invoice on behalf of Contractor
declares under penalty of perjury under California laws, and certifies and attests that: (A) he/she has thoroughly reviewed the
claim for payment and know its content; (B) the invoice and supporting information are true, accurate, and complete, and
reflect Services that Contractor has completed in accordance with this Agreement and the correct amount for those Services;
(C) Contractor has complied and is in compliance with all obligations required of Contrac tor under this Agreement; and (D)
he/she is familiar with Penal Code section 72 pertaining to false claims , and knows and understands that submission and/or
certification of a false claim may lead to fines, imprisonment, and/or other legal consequences . Upon receiving an invoice
and if FCSS objects to it and/or requires additional information, FCSS shall notify Contractor and Contractor shall provide
such information to FCSS within 10 days after Contractor receives FCSS’ notice. If Contractor fails or refuses to provide the
additional information, FCSS shall have the right to withhold payment of any or all of the Contract Amount until such time that
FCSS receives such information from Contractor.
SECTION 2.3 PAYMENT SCHEDULE, DEDUCTION, AND RELEASE. The Payment Schedule, as marked on the Cover
and stated here, shall apply to FCSS’ payment of the Contract Amount to Contractor: (A) Payment Schedule 1 or 2 − FCSS
shall pay Contractor within 30 days after: (1) Contractor has completed, in accordance with this Agreement, the Services
required of Contractor for the period for which Contractor requests payment; and (2) FCSS has received and approved
Contractor’s invoice describing, at a minimum, the Services that Contractor completed, date(s) on which such Services were
completed, and the payment requested; (B) Payment Schedule 3 − FCSS shall pay Contractor within 30 days after: (1)
Contractor has completed, in accordance with this Agreement, all Services required of Contractor; and (2) FCSS has
received and approved Contractor’s invoice stating that Contractor has completed all Services, the date on which all
Services were completed, and the payment requested; and (C) Payment Schedule 4 − FCSS shall pay Contractor in
accordance with the provisions stated on the Cover relating to Payment Schedule 4. Regardless of the Payment Schedule
that applies to this Agreement, FCSS may deduct from each payment, if applicable, withholdings required by applicable
laws, including but not limited to, those for non-California or foreign residents. Contractor’s acceptance of any payment under
this Agreement shall constitute, effective on the date of acceptance, a release of all claims and liabilities that Contractor has
or may have against FCSS for any additional payment for the Services, and/or matters, for which the payment was made.
However, FCSS’ payment shall not relieve Contractor of Contractor’s obligations under this Agreement or for deficient or
defective Services discovered after the payment is made.
ARTICLE 3 TERM AND TERMINATION OF AGREEMENT; AND SUSPENSION OF SERVICES.
SECTION 3.1 CONTRACT TERM. This Agreement is effective on the Effective Date and continues in full force and effect
thereafter until and including the Termination Date and any written extension thereto (“Contract Term”) and, unless
terminated during the Contract Term in acco rdance with Section 3.2 below, shall terminate at 12:00 midnight on the last day
of the Contract Term without any notice or action by either Party.
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SECTION 3.2 TERMINATION DURING CONTRACT TERM.
3.2.1 GROUNDS FOR TERMINATION. During the Contract Term, this Agreement may only be terminated pursuant to
one or more of the following:
3.2.1.1 CAUSE/WITHOUT CAUSE. A Party may terminate this Agreement as marked on the Cover: (A) With
or Without Cause − A Party, with or without cause, may terminate this Agreement by giving the other
Party written notice for the Notice Period stated on the Cover; or (B) W ith Cause − A Party may
terminate this Agreement only upon the other Party’s material breach of one or more provisions of this
Agreement and after the non-breaching Party has given the breaching Party written notice for the
Notice Period stated on the Cover.
3.2.1.2 CONTRACTOR INSOLVENCY. This Agreement shall terminate effective the day immediately
preceding the day on which: (A) there is a filing by or against Contractor to have Contractor adjudged
bankrupt or there is a petition for reorganization or arrangement of Contractor under any law relating
to bankruptcy; (B) Contractor applies for, consents to, or has an order, judgment, or decree entered by
a court for approval of a petition for or appointment of a receiver, trustee, custodian, or liquidator of all
or a substantial part of Contractor’s assets; (C) Contractor is unable to, fails to, or admits in writing its
inability generally to pay its debts or obligations as they become due; and/or (D) Contractor makes a
general assignment for the benefit of creditors. Contractor shall provide FCSS with written notice
within 15 days of the occurrence of any of the aforementioned events.
3.2.1.3 OTHER GROUNDS. FCSS may terminate this Agreement effective on the date stated in FCSS’
written notice of termination to Contractor pursuant to any of the following: (A) Contractor is required
to but fails to provide to FCSS and/or comply with the Fingerprinting Certification; (B) Contractor is
required to but fails to provide to FCSS and/or comply with the TB Certification; (C) FCSS, the Fresno
County Board of Education, and/or any entity from which FCSS receives or is to receive funds to pay
for this Agreement reduce or eliminate some or all such funds, or fail or determine not to appropriate
sufficient funds to make future payments under this Agreement; (D) a government or issuing agency
revokes, suspends, places on probation, or non-renews any License that Contractor must hold to
perform this Agreement; (E) Contractor assigns, transfers, or subcontracts any or all of Contractor’s
obligations and/or rights under this Agreement in breach of Section 7.3; (F) Contractor fails to
maintain and provide written proof of insurance as required by Article 4; or (G) Contractor is required
to provide particular staff as named on the Cover to perform this Agreement but such staff is not able,
not willing, or not available to perform this Agreement.
3.2.2 RIGHTS AND OBLIGATIONS UPON TERMINATION. Upon termination of this Agreement during the Contract
Term, the following shall apply and survive the termination of this Agreement: (A) FCSS shall pay Contractor only
for Services that Contractor is required to perform, and has performed in accordance with, this Agreement before
the effective date of termination; (B) Contractor shall submit an invoice within 30 days of the effective date of
termination; (C) Sections 2.2 and 2.3 shall apply to Contractor’s invoice and FCSS’ payment under this Subsection;
and (D) upon FCSS’ payment, if any has been invoiced by Contractor and is due to Contractor, FCSS is not
obligated to make any further payment to Contractor, whether pursuant to contract, law or equity.
SECTION 3.3 SUSPENSION OF SERVICES. Despite any contrary provision in this Agreement, FCSS shall have the
right to suspend, delay, or interrupt any or all Services at any time during the Contract Term by providing written notice to
Contractor at least 15 days before the date on which the suspension, delay, or interruption is to begin, and stating the
beginning and ending dates thereof (“Suspension Period”). Unless the Parties agree otherwise in writing, the following
shall apply upon FCSS’ exercise of the rights under this Section: (A) Contractor shall suspend, delay, or interrupt such
Services as stated in FCSS’ notice but shall continue to perform all other Services; (B) Contractor shall not be entitled to any
compensation for Services that Contractor would have been required to perform under this Agreement but did not perform
during the Suspension Period, and the Contract Amount shall be adjusted to deduct the amount of such compensation and
such adjustment shall be set forth in an am endment executed by the Parties; (C) Contractor shall not be entitled to any
damage, loss, or cost arising out of, resulting from, or relating to FCSS’ exercise of its right under this Section or the
Suspension Period; (D) Contractor shall resume performance of the suspended Services on the next business day following
the last day of the Suspension Period; and (E) the Contract Term shall remain the same.
SECTION 3.4 FORCE MAJEURE. A Party is not liable for failing to perform or delaying performance of this Agreement
due to events that are beyond the Party’s reasonable control and occurring without its fault or negligence, for example, acts
of God such as tornadoes, lightning, earthquakes, hurricanes, floods, or ot her natural disasters (collectively “Force
Majeure”), provided that the Party has promptly notified the other Party in writing of the occurrence of the Force Majeure,
except that a Force Majeure shall not excuse FCSS’ pa yment to Contractor of any portion of the Contract Amount that is due
to Contractor where Contractor has performed, in accordance with this Agreement, the Services for which payment is
requested, and submitted an invoice and supporting information as required on the Cover and Section 2.2. Contractor shall
not receive any payment for Services that Contractor did not perform during the period in which the Force Majeure occurred.
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ARTICLE 4 INSURANCE.
SECTION 4.1 REQUIRED INSURANCE. Contractor, at its cost unless stated otherwise on the Cover, shall maintain in
effect insurance as marked on the Cover and complying, at a minimum, with the applicable requirements stated below. If
Contractor is a California public agency, the required coverage may be through self -insurance. FCSS, in its sole discretion,
may waive in writing any requirement in this Article; however, FCSS’ failure to insist or request that Contractor comply with
such requirements shall not constitute a waiver on FCSS’ part. FCSS reserves the right to reject any insurance and/or to
require that Contractor obtain insurance through an insurer satisfactory to FCSS.
4.1.1 COMMERCIAL GENERAL LIABILITY, in effect throughout the Contract Term, coverage for property damage,
bodily injury, and personal and advertising injury with limits of not less than $1,000,000 per occurrence and
$2,000,000 general aggregate. This insurance shall contain a blanket additional insured endorsement or be endorsed
to name the Fresno County Superintendent of Schools and the Fresno County Board of Education and their
officers, employees, agents, and volunteers as an additional insured.
4.1.2 WORKERS COMPENSATION in accordance with California laws and EMPLOYER’S LIABILITY INSURANCE with
a limit of not less than $1,000,000 per accident, both of which shall be in effect throughout the Contract Term .
4.1.3 COMMERCIAL AUTOMOBILE LIABILITY, in effect throughout the Contract Term, with limits per accident not less
than the amount stated on the Cover and providing coverage, at a minimum, for non-owned and hired autos and, if
there are any autos owned by Contractor, then also covering owned autos.
4.1.4 PROFESSIONAL LIABILITY, in effect throughout the Contract Term and three years thereafter, with limits of not
less than $1,000,000 per claim and $2,000,000 general aggregate, written on a claims-made basis. The obligation
to maintain this insurance shall survive the termination of this Agreement.
SECTION 4.2 PROOF AND NOTICE; DEDUCTIBLE OR SELF-INSURED RETENTION. Contractor shall provide to
FCSS: (A) as required on the Cover and from time to time as FCSS may request, written proof satisfactory to FCSS of the
existence of the insurance required of Contractor, including any required endorsement; (B) upon FCSS’ request, a certified
copy of the insurance policy or other document satisfactory to FCS S; (C) no later than 15 days before the date on which a
required insurance expires, written proof of renewal of the insurance, including any required endorsement; and (D) written
notice within two business days of the occurrence of any of the following: (1) any required insurance is cancelled or non-
renewed, (2) notice from the insurer that the insurer intends to or will cancel or non -renew the insurance, and/or limit, restrict,
or reduce Contractor’s insurance coverage such that the insurance does not comply with the require ments in Section 4.1, or
(3) any required insurance’s policy limits have been reduced below those required in Section 4.1. Contractor shall disclose
any deductible or self-insured retention for any of the required insurance. FCSS reserves the right to requ ire that such
deductible or self-insured retention be eliminated or reduced, that Contractor obtain a bond or other sec urity guaranteeing
payment of losses and costs within the limits of the deductible or self -insured retention, or that Contractor provide other
assurances satisfactory to FCSS. Contractor’s obligation to provide written proof of the insurance required under Section 4.1
shall survive the termination of this Agreement.
ARTICLE 5 INDEMNITY.
Except as stated in the Fingerprinting Certification or the TB Certification in which case the indemnity provisions contained in
each certificate required of Contractor shall govern to the extent provided therein, each Party’s indemnity, defense, and hold
harmless obligations to the other Party under or related to this Agreement shall be governed solely by this Article. A Party
(“Indemnitor”) shall: (A) indemnify and hold harmless the other Party (“Indemnitee”) to the full extent permitted by
California laws for any Loss sustained by Indemnitee or a Third Party only in proportion to Indemnitor’s liability based on a
Final Determination; and (B) defend and pay for all of Indemnitor’s attorney’s fees and litigation costs related to any Claim or
Loss without any right against or from the Indemnitee for indemnity and/or hold harmless of such costs and fees, or any right
for defense. A Party who intends to seek or seeks indemnity and/or hold harmless for a ny Loss from the other Party shall
notify the other Party in writing and within a reasonable time after the Party knows or becomes aware of any Claim that may
or will result in a Loss, describing, if known or determinable, the pertinent circumstances, all entities and persons involve d,
and the amount being claimed. A Party’s obligations under this Article are not limited to or by any insurance that it maintains
or the lack of insurance but apply to the full extent permitted by California laws, and shall survive the termination of this
Agreement. “Claim” means any claim, demand, lawsuit, cause of action, action, cross-complaint, cross-action, and/or
proceeding arising out of, resulting from, or relating to this Agreement where there has been no Final Determination. “Loss”
means any bodily injury, property damage, personal injury, advertising injury, liability, loss, damage, judgment, expense,
and/or cost (excluding attorney’s fees and litigation costs that a Party or a Third Party incurred or paid related to a Loss or
Claim) arising out of, resulting from, or relating to this Agreement and for which there has be en a Final Determination that a
Party is or both Parties are liable. “Third Party” means a person who or an entity that is not any of the following: (A) a Party;
(B) an owner, director, officer, employee, or agent of Contractor; (C) an officer, employee, o r agent of FCSS; or (D)
contracted with (whether directly or through a subcontract of any level) or otherwise retained by a Party to act for or on th e
Party’s behalf. “Final Determination” means any judgment, order, or decision, each a “Determination,” by a court of
competent jurisdiction or a governmental entity with jurisdiction to render the Determination where the Determination is not
subject to appeal or the period for an appeal has expired.
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ARTICLE 6 DISPUTE RESOLUTION.
The Parties shall meet and confer in good faith to resolve any dispute between them arising out of, resulting from, or relating
to this Agreement, including any Claim or Loss for which a Party seeks indemnity pursuant to Article 5 and any dispute
relating to this Agreement that arises or occurs after the termination of this Agreement. During any dispute, FCSS’ decision,
for the time being, shall prevail and Contractor shall perform this Agreement as FCSS directs without prejudice to a Final
Determination, as this term is defined in Article 5. During a dispute regarding payment under this Agreement, FCSS shall pay
Contractor the amount that is undisputed and due to Contractor; if a disputed amount is determined in a Final Determination
to be due to Contractor, FCSS shall pay such amount to Contractor within 30 days of the date of the Final Determination,
unless a different date is stated in the Final Determination or in an agreement executed by the Parties, in which case, FCSS
shall pay Contractor in accordance therewith. Except for an action to preserve the status quo and/or prevent irreparable
harm, a Party shall not commence any cause of action, action, lawsuit, or proceeding arising out of, resulting from, or relat ing
to this Agreement until after the Party has complied with the provisions of this Article. The provisions of this Article shall
survive the termination of this Agreement.
ARTICLE 7 GENERAL PROVISIONS.
SECTION 7.1 ENTIRE AGREEMENT, CONFLICT, EXECUTION, AMENDMENT, AND WAIVER. This Agreement is a
complete and exclusive statement of the Parties’ agreement under Code of Civil Procedure section 1856. This Agreement
consists of, and any conflict or inconsistency in this Agreement shall be resolved by giving precedence as follows: Cover,
General Terms and Conditions, exhibit or attachment stated in this Agreement as being a part of this Agreement, and the
Required Documents. The Parties may execute this Agreement and any amendment in counterparts such that each Party’s
signature is on a separate page. A copy or an original of this Agreement or an amendment with the Parties’ signatures,
whether original or transmitted by electronic means, shall be deemed a fully executed contract. The Parties may amend or
waive any provision of this Agreement only by a writing executed by them.
SECTION 7.2 INTERPRETATION; APPLICABLE LAWS AND TIME ZONE; VENUE; SEVERABILITY; AND SURVIVAL
OF TERMINATION. If there is uncertainty of any language in this Agreement, the Parties agree that Civil Code section 1654
shall not apply to interpret the uncertainty. The language of this Agreement shall be interpreted according to its fair meaning
and not strictly for or against any Party and under California laws without giving effect to California’s choice of law provisions
that may result in the application of the laws of another jurisdiction. All dates and times stated in this Agreement shall be
according to Pacific Time. All causes of action, actions, lawsuits, and proceedings arising out of, resulting from, or relating to
this Agreement shall be adjudicated in state or federal court in Fresno County, California, provided that FCSS does not
hereby waive any immunity to suit. If a court of competent jurisdiction holds any provision of this Agreement void, illegal, or
unenforceable, this Agreement shall remain in full force and effect and shall be interpreted as though such invalidated
provision is not a part of this Agreement and the remaining provisions shall be construed to preserve the Part ies’ intent in
this Agreement. Any provision in this Agreement that by its nature applies after, or is specifically stated to survive, the
termination of this Agreement shall survive the termination of this Agreement.
SECTION 7.3 INDEPENDENT CONTRACTOR, ASSIGNMENT, TRANSFER, AND SUBCONTRACT. Contractor is an
independent contractor, and it and its officers, employees, and agents are not, and shall not represent themselves as,
officers, employees, or agents of FCSS. This Agreement does not and shall not be construed to create an employment or
agency relationship, partnership, or joint venture between the Parties. Contractor and its officers, employees, agents, and
any other person performing services for or on behalf of Contractor shall not have any right or claim against FCSS for wages
or employee compensation, social security benefits, workers compensation benefits, health benefit s, vacation, sick leave, or
other employee benefits. Contractor shall not assign, transfer, or subcontract any or all of its obligations and/or rights under
this Agreement, including by operation of law or change of control or merger, without FCSS’ prior written consent.
SECTION 7.4 NOTICES. Except as may be stated otherwise in this Agreement in which case such provision shall govern
to the extent provided therein, each Party shall give any notices, demands, and all other communications required or
permitted under this Agreement in writing and by one of the following methods to the other Party at its address and/or email
stated on the Cover, delivery to be effective upon receipt thereof by the other Party: (A) hand delivery; (B) sent by a
reputable overnight courier service that tracks the delivery; (C) sent by certified mail, return receipt requested, postage
prepaid; or (D) sent by regular mail and transmitted by e-mail; and, if to FCSS, a copy of any notice and demand by email
to: FCOE Legal Services at legalservices@fcoe.org. A Party may change its contact person and/or contact information
stated on the Cover by notifying the other Party of the particular change and the effective date thereof in accordance with
this Section. The provisions of this Section shall survive the termination of this Agreement.
/ /
ATTEST:
FINGERPRINTING AND CRIMINAL BACKGROUND CHECK CERTIFICATION
[Use with non-construction contract]
Contractor: : ~--------------------------------~----~
County of Fresno
DOJ-issued ORI No.:....._ ____ .....
Pursuant to Education Code sections 45125.1 and/or 49024, the Fresno County Superintendent of Schools
("FCSS") has determined that Contractor will or may have more than limited contact with students while
performing the contract between FCSS and Contractor ("Contract") and that Contractor will not be performing
work in an emergency or exceptional situation. Therefore, before Contractor, if an individual, and its employees
may commence any services under the Contract, Contractor must complete, sign. and submit this Certification
to FCSS. Upon being submitted to FCSS, this Certification shall become a part of the Contract and shall be
effective throughout the term of the Contract and any period of extension or renewal thereof ("Contract Term")
and as provided in this Certification. "Employee" includes Contractor's officers, employees, volunteers, and any
other persons who Contractor employs or retains to perform any services under the Contract.
Contractor (if an individual) and each employee shall comply, as applicable, with one of the following before
commencing any services under the Contract:
1. FINGERPRINnNG AND CRIMINAL BACKGROUND CHECK CLEARANCE. Contractor (if an individual) and
each employee who will provide services under the Contract and who will or may have contact with
students shall complete the fingerprinting and criminal background check required by Education Code
section(s) 45125.1 and/or 49024, and shall have no conviction of and no pending criminal proceeding for
any violent felony listed in Penal Code section 667.5(c) or any serious felony listed in Penal Code section
1192.7(c) (each referred to as "Felony") as initially ascertained by the California Department of Justice
end the Federal Bureau of Investigation or in subsequent arrest notifications issued by either agency.
2. ACTIVITY SUPERVISOR CLEARANCE CERTIFICATE. Contractor will be working with students In scholastic
programs, interscholastic programs. or extracurricular activities sponsored by FCSS, a school district, or
school booster club (Education Code section 49024). Therefore, Contractor shall submit an Activity
Supervisor Clearance Certificate issued by the Commission on Teacher Credentialing ("CTC") tor
Contractor (If an Individual) and for each employee who will provide services under the Contract.
At FCSS' request, Contractor shall provide FCSS with a list of the names of employees who provide services
under the Contract and have complied with the fingerprinting and criminal background check clearance or a
copy of each employee's Activity Supervisor Clearance Certificate.
During the Contract Term, Contractor shall immediately remove any employee who has or may have contact
with students from performing any services under the Contract where the employee has been convicted of or
has a criminal proceeding pending for any Felony or CTC has suspended or revoked the employee's Activity
Supervisor Clearance Certificate. Contractor shall defend, indemnity, and hold harmless FCSS, the Fresno
County Board of Education, and their officers, employees, volunteers, and agents against any claims, demands,
lawsuits, causes of aetion, aetions, cross-complaints, cross-actions, proceedings, bodily injuries, property
damages, liabilities, losses, judgments. expenses, and costs, including attorney's fees and costs, resulting from,
arising out of, or caused by Contractor's failure to comply with any term or condition of this Certification and/or
applicable laws. These defense, indemnity, and hold harmless obligations shall survive termination of the
Contract and are not limited to or by any insurance that Contractor maintains or the lack of insurance but apply
to the full extent permitted by California laws.
The undersigned represents that he or she is authorized to execute on behalf of and to bind Contractor to this
Certification and certifies under penalty of perjury under the laws of the State of California that the
representations made in this Certification are true and correct and shall remain true and correct throughout the
Contract Term. A copy or original of this Certification with Contractor's signature, whether original or transmitted
by electronic means, is binding upon Contractor.
Signature:£ 2t ~ t {;k ~ L-
ErnesfBUddy Mendes Print Name: ________________ _
Date:__,_~~D\K..-...-~ __ o\....._I_S....~,~.-'J.o_l...;.lo __
Chairman, Board of Supervisors Title: _____________ _
. ~ ,. "'
FCOE FORM 208: Flngerpr1nllng and Cnminal Background Check Certification (Doc# 24883-3 rev. 0312014) Page 1 of 3
EXHIBIT A
Contractor Is solely responsible for complying with all applicable laws , and therefore, shall have knowledge of all
applicable laws. The excerpts below from the California Education Code and Penal Code are provided to assist
Contractor, and may not be relied upon by Contractor, to comply with applicable laws . Contractor may obtain
Information, Instructions, and forms required for fingerprints and criminal background checks from the California
Department of Justice's website: http://ag.ca.gov/fingerprints/agencies.php.
t=DUCATION CODE§ 45125.1 --FING ERPRINTING CERTAIN EMPLOYEES
(a) Except as provided In subdivisions (b) and (c), If the employees of any entity that has a contract with a school district ... to provide any of
the following services may have any con tact with pupils , those employees shall submit or have submitted their fingerprints in a manner
authorized by the Department of Justice together w ith a fee determined by the Departmen t of Ju stice to be sufficient to reimburse the
department for its costs Incurred In process i ng the application :
(1) School and class room jan itorial.
(2) Schoolsite administrative.
(3) Schoolsite grounds and landscape maintenance.
(4) Pupil transportation .
(5) Schoolsite food-related.
(b) This section shall not apply to an entity provid ing any of the services listed In subdivision (a) to a school district In an emergency or
exceptional situation, such as when pupil health or safety is endangered or when repairs are needed lo make school facllltles sa fe and
habitable ,
(d ) A school district may determine, on a case-by-case basis , to requ ire an entity providing schoolslte services other th an those listed In
subdivis ion (a) or those described in Section 45125.2 and the entity's employees to comply with the requirements of this section. unless
the school district determines that the employees of the entity will have limited contact with pupils .... If a school district requires an entity
providing services other than those listed in subdivision (a) and its empl oyees to comply with the requirements of this section, the
Department of Justice shall comply with subdivision.
(e)(1) The Department of Justice shall ascertain whether the individual whose fingerprints were submitted to ft pursuant to subdivision (a) has
been arrested or convicted of any crime insofar as that fact can be ascertained from information available to the department. Upon
implementation of an electro nic fing erprinting system with terminals located statewide and managed by the Department of Justlc~, the
department shall ascertain the information required pursuant to this section within th ree working days . When th e Department of Justice
ascertai ns that an Individual whose fingerprints were submitted to it pursuant to subdivision (a) has a pending criminal proceeding for a
fe l ony as defined in Secti on 45122.1 or has been convicted of a felony as defined in Section 45122 .1, th e department shall notify the
employer designated by the Individual of that fact. The notification shall be delivered by te lepho ne or electronic mall to th e empl oyer.
(f) An entity having a contract as specified in subdivision (a) and an enti ty req u ired to comply with this sec ti on pursuant to subdivision (d) sha ll
not permit an employee to come In con tact with pupils until the Department of Justice has ascertained that the employee has not been
convicted of a felony as defined In Section 45122 .1.
(1) This prohibition does not apply to an employee sol ely on the basis that the employee has been convicted of a felony if the employee
has obtained a certificate of rehabilitation and pardon pursuant to Chapter 3.5 (commencing with Section 4852 .01) of Title 6 of Part 3
of th e Penal Code.
(2) This prohibition does not appl y to an employee solely on th e basis tha t the emp loyee has been co nvicted of a serious felony tha t is
not also a violent felony if that employee can prove to the sentencing court of the offense in question , by clear and convincing
evidence. th at he or she has been reh abili tated for the purposes of schoolsite employmen t for at least one year. If the offense in
question occurred outside th is sta te, then the person may seek a finding of rehabilitation from the court in the schoo l district in which
he or she is resident.
(g) An entity having a contract as specified In subd ivision (a) and an entity required to comply w ith t his section pursuant to subdivision (d) shall
certify in writing to the school d istrict that neither the employer nor any of Its employees who are req ui red by thi s secti on to subm it or have
their fingerp rin ts submitted to the Department of Jus tice and who may come in conta ct with pupils have been convicted of a felony as
defined In Section 45122 .1.
EDUCATION CODE 49024 --ACTIVITY S UP ERVISOR CLEARANCE CERTIFICATE REQUIRED; PUPIL ACTIVITY PROGRAM;
EXCEPTIONS; TEMPORARY CERTIFICATES : IN APPLICABILITY WHERE CR IMINAL BACKGROUND CHECK REQUIRED
(a) Prior to assuming a paid or volu nteer pos ition to work with pupi ls In a pupil activity program sponsored by a school district, all
noncertificated candidates shall obtain an Activity Supervisor Clearance Certificate from the Commission on Teacher Credentialing
pursuant to subdivision (f) of Section 44258.7 .
(b) A pupil activity p rogram sponsored by a school district Includes, but is not lim ited to , scholasti c programs, interscholastic programs, and
ex tracu rricular activities sponsored by a school d istrict or school booster club, including, but not limited to , cheer team. drill team, dance
team, and marching band .
(c) Volunteer supervisors for breakfas t, lu nch, or other nutritional periods pursuant to Sections 44814 and 44815, and nonte aching volunteer
aides , as defined in Section 35021 , under the Immediate supervision and direction of certificated personnel of the district, shall not be
required to obtain an Activity Supervisor Clearance Certificate . For purposes of this section, a nonteach in g voluntee r aide in cludes a
parent volunteering in a classroom or on a field trip or a communi ty member providing noninstructlonal services .
(d) Candidates may be issued a tempo rary certi fi ca te In accordance with Sections 44332 and 44332 .5 while the application is being
processed.
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FCOE FORM 208 : Fingerprinting and Criminal Background Check Certification (Doc# 24883 ·3 rev . 03/2014) Page 2 of 3
(e) This section does not apply to a candidate who is required by the school district to clear a Department of Justice and Federal Bureau of
Investigation criminal background check prior to beginning the paid or volunteer activities described In subdivis ion (a).
PENAL CODE§ 667.5 ··ENHANCEMENT OF PRISON TERMS FOR NEW OFFENSES
(c) For the purpose of this section , ''violent felony" shall mean any of the follow ing :
(1) Murder or voluntary manslaughter.
(2) Mayhem.
(3) Rape as defined i n paragraph (2) or (6) of subdivision (a) of Section 261 or paragraph (1) or (4) of subdivi sion (a) of Secti on 262 .
(4) Sodomy as defined in subdivision (c) or (d) of Section 286.
(5) Oral copulation as defined in subdivision (c) or (d ) of Section 288a .
(6) Lewd or lascivious act as defined in subdivision (a) or (b) of Section 288.
(7) Any felony punishable by death or imprisonment i n the state prison for life.
(8) Any felony In which the defendant inflicts great bodil y injury on any person other tha n an accomplice whi ch has been charged and
proved as provided for In Section 12022.7, 12022.8, or 12022.9 on or after Ju ly 1, 1977. or as specified prior to July 1, 1977 , in
Sections 213, 264 , and 461 , or any felony in which the defendant uses a firearm which use has been charged a nd proved as provided
In subdivision (a) of Section 12022.3, or Section 12022.5 or 12022.55.
(9) Any robbery.
(10) Arson , In violation of subdivision (a) or (b) of Secti on 451 .
(11) Sexual penetration as defined In subdivision (a) or 0) of Section 289 .
(12) Attempted murder.
(13) A violation of Section 12308, 12309, or 12310.
(14) Kidnapping .
(15) Assault w ith the Intent to comm it a specified felony , In violation of Section 220.
(16) Continuous sexual abuse of a child, In violation of Section 288.5
(17) Carjacking, as defined in subdivision (a) of Section 215 .
(18) Rape , spousal rape, or sexual penetration , In concert, In violation of Section 264.1.
(19) Extortion . as defined In Section 518 , which would constitute a felony violation of Section 186.22 of the Penal Code .
(20) Threats to victims or witnesses, as defined In Section 136.1, which would constitute a felony vio l ation of Section 186.22 of the Penal
Code.
(21) Any burglary of the first degree, as defined in subdivision (a) of Section 460, wherein It is charged and proved tha t another person,
other than an accomplice. was present In the residence during the commission of the burglary.
(22) Any violation of Section 12022.53 .
(23) A violation of subdivision (b) or (C) of Section 1141 8. The Legislature finds and declares that these specified crimes merit special
consideration when imposing a sentence to display society's condemnation for these extraordina ry crimes of violence against the
person.
PENAL CODE§ 1192.7 --LIMITATION OF PLEA BARGAINING
(c) As used In this section , "serious felony" means any of the following : (1) Murder or voluntary manslaughter; (2) mayhem; (3) rape ; (4)
sodomy by force, violence , duress, menace, threat of great bodily Injury, or fear of immediate and unlawful bodily i njury on the victim or
another person; (5) oral copulation by force , violence, duress, menace. threat of great bodily injury, or fear of immediate and unlawful
bodily Injury on the victim or another person; (6) lewd or lascivious act on a child under 14 years of age ; (7) any felony pun ishable by death
or imprisonment in the state prison for life; (8) any felony In which the defendant personally inflicts great bodil y injury on any person, other
than an accomplice, or any felony in which the defendant personally uses a firearm ; (9) attempted murder; (10) assault with intent to
commi t rape or robbery; (11) assault with a dead ly w eapon or instrument on a peace officer : (12) assault by a l ife pri soner on a non i nmate ;
(13) assault with a deadly weapon by an i nmate ; (14) arson ; (15) exploding a destructive device or any explosive with intent to injure; (16)
exploding a destructive device or any explosive causing bodily injury, great bodily injury, or mayhem: (17) exploding a destructive device or
any explosive with Intent to murder: (18) any burglary of the first degree: (19) robbery or ban k robbery; (20) k idnapping; (21 ) holding of a
hostage by a person confined in a state pri son ; (22) attempt to commit a felony punishable by death or imprisonment in the state prison for
l ife; (23) any felony In w hich the defendant personally used a dangerous or deadly weapon ; (24 ) sel li ng, furnishing, administering, giving ,
or offering to sell, furnish, administer, or give to a minor any heroin, cocaine , phencyclidlne (PC P ), or any methamphetamine-related drug,
as described in paragraph (2) of subdivision (d) of Section 11055 of the Health and Safety Code , or any of the p re cu rsors of
methamphetamlnes, as described in subparagraph (A) of paragraph (1) of subdivision (f) of Section 11055 or subdiv ision (a) of Secti on
11100 of the Health and Safety Code; (25) any violation of subdivision (a) of Section 289 where the act is accomplished against the
victi m's will by force, violence, duress, menace, or fear of immediate and unlawful bodily Injury on the victim or another person; (26) g rand
theft Involving a firearm ; (27) carjacking; (28 ) any felony offense, which would also constitute a felony violation of Section 186.22; (29)
assault with the Intent to commit mayhem, rape, sodomy, or oral copulation , In violation of Section 220 ; (30) throwing acid or flammable
substances, In violation of Section 244; (31) assault with a dead ly weapon. firearm. machlnegun, assault weapon, or semiautomallc
firearm or assault on a peace officer or firefighter, in violation of Section 245; (32) assault with a deadly weapon against a pub lic trans it
employee, custodial officer, or school employee, in violation of Sections 245.2, 245.3, or 245.5 ; (33) discharge of a firearm at an inhab ited
dwelling, veh icle, or aircraft, In violation of Section 246; (34) commiss ion of rape or sexual penetration In concert with another person, In
violation of Section 264 .1; (35) continuous sexual abuse of a child , in violation of Section 288.5; (36) shoo ti ng from a vehi cle. In vi olation of
subdivis ion (c) or (d) of Section 12034; (37) intimidation of victims or witnesses, in violation of Secti on 136.1; (38) c ri m inal threats . In
violation of Section 422 ; (39) any attempt to comm it a crime listed in this subdivision other than an assault; (40) any violation of Section
12022.53; (41 ) a violation of subdivision (b) or (c) of Section 11418; and (42 ) any conspiracy to commit an offense descri bed In t his
subdivision.
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FCOE FORM 208: Fingerprinting and Criminal Background Check Certifica tion (Doc# 24883-3 rev . 0312 014) Page 3 of 3
TUBERCULOSIS CERTIFICATION
Contractor: --~C:eo~u::.:n.JJtv:.L..::o::.t.f..~.F..~.r.!'::e::t.sn:.:.:o::!....-__ ~----------------~
Pursuant to Education Code sections 49406, the Fresno County Superintendent of Schools ("FCSS"} has
determined that Contractor will be performing services that may include frequent or prolonged contact with
pupils. Therefore, before Contractor, if an individual, and its employees may commence any services under
the contract between FCSS and Contractor ("Contract"), Contractor and such employees are required to
have been examined and determined within four years of the effective date of the Contract to be free of
active tuberculosis. The examination must consist of either an approved intradermal tuberculin test or other
tests for tuberculosis infection that are recommended by the federal Centers for Disease Control and
Prevention and licensed by the federal Food and Drug Administration, which, if positive, must be followed by
an x-ray of the lungs. A tine test is not acceptable. If an individual has previously tested positive for
tuberculosis infection, no tuberculin skin test is required. Instead and unless specifically exempted by
applicable laws, the individual must obtain an x-ray of the lungs conducted by a competent and qualified x-
ray technician and interpreted by a licensed physician and surgeon.
Contractor must complete, sign, and submit this Certification to FCSS before Contractor performs any
services under the Contract. Upon being submitted to FCSS, this Certification shall become a part of the
Contract and shall be effective throughout the term of the Contract and any period of extension or renewal
thereof (''Contract Term") and as provided in this Certification. At FCSS' request, Contractor shall provide
FCSS with documentation showing that Contractor, if an individual, and each employee providing services
under the Contract have complied with the requirements in this Certificate. The term "employee," as used in
this Certificate, includes Contractor's officers, employees, volunteers, and any other persons who Contractor
employs or retains to perform any services under the Contract.
During the Contract Term, if any employee providing services under the Contract is determined to have
active tuberculosis, Contractor shall immediately remove the employee from performing services under the
Contract that may include fre(!uent or prolonged contact with pupils.
Contractor shall defend, indemnify, and hold harmless FCSS and the Fresno County Board of Education and
their officers, employees. volunteers, and agents against any claims, demands, lawsuits, causes of action,
actions, cross-complaints, cross-actions, proceedings, bodily injuries, property damages, liabilities, losses,
judgments, expenses, and costs, including attorney's fees and costs, resulting from, arising out of, or caused
by Contractor's failure to comply with any term or condition of this Certification or applicable laws. These
obligations shalf survive the termination of this Agreement and are not limited to or by any insurance that
Contractor maintains or the lack of insurance but apply to the full extent permitted by California laws.
The undersigned represents that he or she Is authorized to execute on behalf of, and to commit and bind,
Contractor to this Certification and certifies under penalty of perjury under the laws of the State of California
that the representations made in this Certification are true and correct and shall remain true and correct
throughout the Contract Term. A copy or original of this Certification with Contractor's signature, whether
original or transmitted by electronic means, is binding upon Contractor.
Signature:....:£~··==--=--~~.::::l.l.a~-.c1~c~oo=~:;I).. .... ·~.LJ.o:::~tootC~~==.-
Print Name: Ernest Bttddy Mendes
-----------·· ----------
FCOE FORM 209: Tuberculosis Certificalion (Doc# 11772·3, rev. 03/2014)
Title: Chairman Board pf Sqpervjsors
ATTEST:
BERNICE E. SEIDEL, Clerk
Board of Supervisors
a,c$.£)o~ C t.t.t
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