HomeMy WebLinkAboutAgreement A-23-551 with RJUSD.pdf Agreement No. 23-551
1 AGREEMENT
2 This Agreement ("Agreement") is dated October 10, 2023 and is between County of
3 Fresno, a Political Subdivision of the State of California, hereinafter referred to as "County," and
Riverdale Joint Unified School District, a public school district, whose address is 3160 W. Mt.
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Whitney, Riverdale, CA, 93656, hereinafter referred to as "RJUSD." County and RJUSD may be
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collectively referred to herein as "Parties" or in the singular as "Party."
6 Recitals
7 A. WHEREAS, RJUSD desires to secure law enforcement services from the County,
8 through the Fresno County Sheriff's Office, at the following three (3) Riverdale
9 Joint Unified School District sites: 1. Riverdale High School, 3086 W. Mt Whitney,
10 Riverdale, CA, 93656, 2. Fipps Primary School 21320 S. Feland, Riverdale, CA,
93656, 3. Riverdale Elementary School, 3700 Stathem St, Riverdale, CA, 93656,
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(collectively referred to herein as the "Premises"): and
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B. WHEREAS, County is willing to provide such law enforcement services at the
13 Premises at the rates and under the terms and conditions herein set forth.
14 The parties therefore agree as follows:
15 Article 1
16 Services Provided by County
17 1.1 Scope of Services. The County shall perform all of the services provided in Exhibit A to
this Agreement, titled "Scope of Services."
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1.2 Representation. The County represents that it is qualified, ready, willing, and able to
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perform all of the services provided in this Agreement.
20 1.3 Compliance with Laws. The County shall, at its own cost, comply with all applicable
21 federal, state, and local laws and regulations in the performance of its obligations under this
22 Agreement, including but not limited to workers compensation, labor, and confidentiality laws
23 and regulations.
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1 Article 2
2 County's Responsibilities
3 2.1 General Law Enforcement Services: County agrees its Sheriff's Office will provide, within
the limitations of this Agreement, law enforcement services consisting of the provision of one
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Deputy Sheriff, as set forth in Exhibit A, for up to 2,080 hours of services for each school year.
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Duties to be performed by the Deputy Sheriff include intervention, prevention, education, and
6 law enforcement activities at the Premises during normal school hours and operations, between
7 August and mid-July of every year (collectively, "General Law Enforcement Services").
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9 2.2 The performance of General Law Enforcement Services, including the standards of
10 performance, the discipline of officers, and all other matters incident to the performance of law
enforcement services and the control of law enforcement personnel, shall be the right and
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responsibility of County. In the case of dispute between the Parties as to the extent, duties, or to
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be rendered under this Agreement, or the minimum level or manner of such performance of
13 such services, the determination made by the County, through its Sheriff's Office shall be final
14 and conclusive.
15 Article 3
16 Compensation, Invoices, and Payments
17 3.1 RJUSD shall pay County the cost of performing General Law Enforcement Services at
the Premises, as set forth in Section1.A, above, at the applicable rate for such services, as
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delineated in Exhibit A. RJUSD will compensate County for a total of 2,080 hours of General
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Law Enforcement Services each school year for the term of this Agreement, to be paid in eleven
20 (11) equal monthly payments. The total hours for the school year may change before the school
21 term, upon written approval of both parties no later than thirty (30) days prior to the beginning of
22 the school term. RJUSD agrees to pay, and the County agrees to receive, compensation for the
23 performance of its services under this Agreement as described in Exhibit B to this Agreement,
24 titled "Compensation."
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1 3.2 Maximum Compensation. The maximum compensation payable to the County under
2 this Agreement if extended for two additional years under section 4.2 shall not exceed
3 $1,728,542. RJUSD acknowledges that the County is a local government entity and does so
with notice that the County's powers are limited by the California Constitution and by State law,
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and with notice that RJUSD may receive compensation under this Agreement only for services
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performed according to the terms of this Agreement and while this Agreement is in effect, and
6 subject to the maximum amount payable under this section. The County further acknowledges
7 that RJUSD employees have no authority to pay the County except as expressly provided in this
8 Agreement. As indicated in Exhibit A, the hourly rates to be charged by County are the rates set
9 forth in the County's Master Schedule of Fees, Charges, and Recovered Costs, Section 2609,
10 subdivision (a), for Regular (i.e. General Law Enforcement Services) and Overtime (i.e. Special
Law Enforcement Services) rates, in place at the time the services are provided. The parties
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further agree that if and when the Master Schedule of Fees, Charges and Recovered Costs,
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Section 2609, subdivision (a), is amended, changed, or revised, in any way that changes the
13 rates being charged for the services identified in this Agreement, such amended, changed or
14 revised rates will automatically and without any notice to RJUSD be incorporated into this
15 Agreement, replacing any contrary or conflicting rates, from the effective date of the
16 amendment, change, or revision in the rate(s), and will become the new rate to be paid by
17 RJUSD to County for services provided, from the effective date of the rate change forward. The
18 parties acknowledge that the County's Master Schule of Fees, Charges, and Recovered Costs
is subject to change.
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3.3 Invoices. County shall submit monthly invoices to the RJUSD, and RJUSD shall pay
20 County within 30 calendar days of receipt of any such invoice. At the expiration or termination of
21 this Agreement, County may, in the discretion of Sheriff or her or his designee, submit a final
22 invoice for all amounts then unpaid, including any remaining, unpaid portion of the 2,080 hours
23 of General Law Enforcement Services, and RJUSD shall pay amount of this final invoice within
24 30 days of receipt thereof. County shall submit each invoice within 30 days after the month in
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1 which County performs services and in any case within 60 days after the end of the term or
2 termination of this Agreement.
3 3.4 Payment. RJUSD shall pay each correctly completed and timely submitted invoice
within 30 days after receipt. Any payment made more than 30 days after receipt of an invoice
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may result in contract termination of service reduction, in the sole discretion of the Fresno
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County Sheriff's Office, without any penalty or recourse against County. RJUSD shall remit
6 payments to the County's address specified in the invoice.
7 3.5 Incidental Expenses. The County is solely responsible for all of its costs and expenses
8 that are not specified as payable by the County under this Agreement.
9 Article 4
10 Term of Agreement
4.1 Term. This Agreement shall be effective retroactive to August 10, 2023, and terminates
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on October 1, 2026, except as provided in section 4.2, "Extension," or Article 6, "Termination
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and Suspension." below.
13 4.2 Extension. The term of this retroactive Agreement shall be for the period commencing
14 on August 10, 2023, through and including October 1, 2026. This Agreement may be extended
15 for two (2) additional consecutive twelve (12) months periods upon written approval of both
16 parties no later than thirty (30) days prior to the first day of the next twelve (12) month extension
17 period. The Sheriff or her or his designee is authorized to execute such written approval on
behalf of County based on RJUSD's satisfactory performance. The term of this Agreement may
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be extended for no more than two, one-year periods only upon written approval of both parties
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at least 30 days before the first day of the next one-year extension period. The Sheriff or his or
20 her designee is authorized to sign the written approval on behalf of the County based on
21 RJUSD's satisfactory performance. The extension of this Agreement by the County and RJUSD
22 are not a waiver or compromise of any default or breach of this Agreement by RJUSD existing
23 at the time of the extension whether or not known to the County.
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1 Article 5
2 Notices
3 5.1 Contact Information. The persons and their addresses having authority to give and
receive notices provided for or permitted under this Agreement include the following:
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5 For the County:
Sheriff-Coroner-Public Administrator
6 County of Fresno
2200 Fresno Street
Fresno, CA 93721
7 Sheriff.Payables@fresnosheriff.org
Fax: 559-488-3699
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For the Contractor:
9 Superintendent
Jeff Percell
10 3160 W. Mt. Whitney Ave.
Riverdale, CA, 93656
jpercell@rjusd.org
11 Fax: 559-867-6722
12 5.2 Change of Contact Information. Either party may change the information in section 5.1
13 by giving notice as provided in section 5.3.
14 5.3 Method of Delivery. Each notice between the County and RJUSD provided for or
permitted under this Agreement must be in writing, state that it is a notice provided under this
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Agreement, and be delivered either by personal service, by first-class United States mail, by an
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overnight commercial courier service, by telephonic facsimile transmission, or by Portable
17 Document Format (PDF) document attached to an email.
18 (A) A notice delivered by personal service is effective upon service to the recipient.
19 (B) A notice delivered by first-class United States mail is effective three County
20 business days after deposit in the United States mail, postage prepaid, addressed to the
21 recipient.
(C) A notice delivered by an overnight commercial courier service is effective one
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County business day after deposit with the overnight commercial courier service,
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delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
24 the recipient.
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I (D) A notice delivered by telephonic facsimile transmission or by PDF document
2 attached to an email is effective when transmission to the recipient is completed (but, if
3 such transmission is completed outside of County business hours, then such delivery is
deemed to be effective at the next beginning of a County business day), provided that
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the sender maintains a machine record of the completed transmission.
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5.4 Claims Presentation. For all claims arising from or related to this Agreement, nothing in
6 this Agreement establishes, waives, or modifies any claims presentation requirements or
7 procedures provided by law, including the Government Claims Act (Division 3.6 of Title 1 of the
8 Government Code, beginning with section 810).
9 Article 6
10 Termination and Suspension
6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are contingent
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on the approval of funds by the appropriating government agency. If sufficient funds are not
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allocated, then the County, upon at least 30 days" advance written notice to RJUSD, may:
13 (A) Modify the services provided by the County under this Agreement; or
14 (B) Terminate this Agreement.
15 6.2 Termination for Breach.
16 (A) Upon determining that a breach (as defined in paragraph (C) below) has
17 occurred, the County may give written notice of the breach to RJUSD. The written notice
may suspend performance under this Agreement, and must provide at least 30 days for
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RJUSD to cure the breach.
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(B) If RJUSD fails to cure the breach to the County's satisfaction within the time
20 stated in the written notice, the County may terminate this Agreement immediately.
21 (C) For purposes of this section, a breach occurs when, in the determination of the
22 County, RJUSD has:
23 (1) Obtained or used funds illegally or improperly;
24 (2) Failed to comply with any part of this Agreement;
25 (3) Submitted a substantially incorrect or incomplete report to the County; or
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1 (4) Improperly performed any of its obligations under this Agreement.
2 6.3 Termination without Cause. In circumstances other than those set forth above, the
3 County may terminate this Agreement by giving at least 30 days advance written notice to
RJUSD.
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6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
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under this Article 6 is without penalty to or further obligation of the County.
6 Article 7
7 Independent Contractor
8 7.1 Status. In performance of the work, duties and obligations assumed by County under
9 this Agreement, it is mutually understood and agreed that County, including any and all of the
10 County's officers, agents, and employees will at all times be acting and performing as an
independent contractor, and shall act in an independent capacity and not as an officer, agent,
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servant, employee, joint venturer, partner, or associate of the RJUSD. However, RJUSD shall
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retain the right to administer this Agreement so as to verify that County is performing its
13 obligation in accordance with the terms and conditions thereof.
14 7.2 Verifying Performance. Furthermore, RJUSD shall have no right to control or supervise
15 or direct the manner or method by which County shall perform its work and function. RJUSD
16 and County shall comply with all applicable provisions of law and the rules and regulations, if
17 any, of governmental authorities having justification over matters the subject thereof. RJUSD
has no right to control, supervise, or direct the manner or method of the County's performance
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under this Agreement, but RJUSD may verify that the County is performing according to the
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terms of this Agreement.
20 7.3 Benefits. The Parties shall be solely liable and responsible for providing to, or on behalf
21 of, their employees all legally-required employee benefits. In addition, Parties shall be solely
22 responsible and save the other Party harmless from all matters relating to payment of each
23 Party's employees, including Social Security withholding and all other regulations governing
24 such matters. Because of its status as an independent contractor, the Parties has no right to
25 employment rights or benefits available to County employees.
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1 7.4 Services to Others. The parties acknowledge that, during the term of this Agreement,
2 the County may provide services to others unrelated to the County.
3 Article 8
Indemnity and Defense
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8.1 Indemnity.
6 (A) Injury to Employee While on Duty. If any County employee is injured while on
7 duty as a result of or in association with any action undertaken pursuant to this Agreement, the
8 County agrees to waive subrogation against the District and hold the District harmless from and
9 against any claim for worker's compensation arising out of any such injury. If any District
10 employee is injured while on duty as a result of or in association with any action undertaken
pursuant to this Agreement, the District agrees to waive subrogation against the County and
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hold the County harmless from and against any claim for workers' compensation arising out of
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any such injury.
13 (g) Injury to Others. Except as otherwise stated in section 8.1 (A), RJUSD shall
14 indemnify, save, hold harmless, and at County's request, defend the County, its officers,
15 agents, and employees from any and all costs and expenses (including attorney's fees and
16 costs), damages, liabilities, claims, and losses occurring or resulting to County in connection
17 with the performance, or failure to perform, by RJUSD, its officers, agents, or employees under
this Agreement, and from any and all costs and expenses (including attorney's fees and costs),
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damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation
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who may be injured or damaged by the performance, or failure to perform, of RJUSD, its
20 officers, agents, or employees under this Agreement.
21 (C) County shall indemnify, save, hold harmless, and at RJUSD's request, defend the
22 RJUSD, its officers, agents, and employees from any and all costs and expenses (including
23 attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to
24 RJUSD in connection with the performance, or failure to perform, by County, its officers,
agents, or employees under this Agreement, and from any and all costs and expenses
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1 (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or
2 resulting to any person, firm, or corporation who may be injured or damaged by the
3 performance, or failure to perform, of County, its officers, agents, or employees under this
Agreement.
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8.2 Survival. This Article 8 survives the termination or expiration of this Agreement.
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Article 9
6 Insurance
7 9.1 RJUSD and County shall comply with all the insurance requirements in Exhibit D to this
8 Agreement.
9 Article 10
10 Inspections, Audits, and Public Records
10.1 Inspection of Documents. RJUSD shall make available to the County, and the
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County may examine at any time during business hours and as often as the County deems
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necessary, all of RJUSD's records and data with respect to the matters covered by this
13 Agreement, excluding attorney-client privileged communications. RJUSD shall, upon request by
14 the County, permit the County to audit and inspect all of such records and data to ensure
15 RJUSD's compliance with the terms of this Agreement.
16 10.2 State Audit Requirements. If the compensation to be paid by the County under this
17 Agreement exceeds $10,000, RJUSD is subject to the examination and audit of the California
State Auditor, as provided in Government Code section 8546.7, for a period of three years after
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final payment under this Agreement. This section survives the termination of this Agreement.
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10.3 Public Records. The County is not limited in any manner with respect to its public
20 disclosure of this Agreement or any record or data that RJUSD may provide to the County. The
21 County's public disclosure of this Agreement or any record or data that RJUSD may provide to
22 the County may include but is not limited to the following:
23 (A) The County may voluntarily, or upon request by any member of the public or
24 governmental agency, disclose this Agreement to the public or such governmental
25 agency.
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1 (B) The County may voluntarily, or upon request by any member of the public or
2 governmental agency, disclose to the public or such governmental agency any record or
3 data that RJUSD may provide to the County, unless such disclosure is prohibited by
court order.
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(C) This Agreement, and any record or data that RJUSD may provide to the County,
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is subject to public disclosure under the Ralph M. Brown Act (California Government
6 Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
7 (D) This Agreement, and any record or data that RJUSD may provide to the County,
8 is subject to public disclosure as a public record under the California Public Records Act
9 (California Government Code Section 7920.000 et. seq.) ("CPRA").
10 (E) This Agreement, and any record or data that RJUSD may provide to the County,
is subject to public disclosure as information concerning the conduct of the people's
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business of the State of California under California Constitution, Article 1, section 3,
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subdivision (b).
13 (F) Any marking of confidentiality or restricted access upon or otherwise made with
14 respect to any record or data that RJUSD may provide to the County shall be
15 disregarded and have no effect on the County's right or duty to disclose to the public or
16 governmental agency any such record or data.
17 10.4 Public Records Act Requests. If the County receives a written or oral request
under the CPRA to publicly disclose any record that is in RJUSD's possession or control, and
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which the County has a right, under any provision of this Agreement or applicable law, to
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possess or control, then the County may demand, in writing, that RJUSD deliver to the County,
20 for purposes of public disclosure, the requested records that may be in the possession or
21 control of RJUSD. Within five business days after the County's demand, RJUSD shall (a) deliver
22 to the County all of the requested records that are in RJUSD's possession or control, together
23 with a written statement that RJUSD, after conducting a diligent search, has produced all
24 requested records that are in RJUSD's possession or control, or (b) provide to the County a
written statement that RJUSD, after conducting a diligent search, does not possess or control
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1 any of the requested records. RJUSD shall cooperate with the County with respect to any
2 County demand for such records. If RJUSD wishes to assert that any specific record or data is
3 exempt from disclosure under the CPRA or other applicable law, it must deliver the record or
data to the County and assert the exemption by citation to specific legal authority within the
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written statement that it provides to the County under this section. RJUSD's assertion of any
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exemption from disclosure is not binding on the County, but the County will give at least 10
6 days' advance written notice to RJUSD before disclosing any record subject to RJUSD's
7 assertion of exemption from disclosure. RJUSD shall indemnify the County for any
8 court-ordered award of costs or attorney's fees under the CPRA that results from RJUSD's
9 delay, claim of exemption, failure to produce any such records, or failure to cooperate with the
10 County with respect to any County demand for any such records.
Article 11
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Disclosure of Self-Dealing Transactions
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11.1 Applicability. This Article 11 applies if RJUSD is operating as a corporation, or
13 changes its status to operate as a corporation.
14 11.2 Duty to Disclose. If any member of RJUSD's board of directors is party to a
15 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
16 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to the
17 County before commencing the transaction or immediately after.
11.3 Definition. "Self-dealing transaction" means a transaction to which RJUSD is a party
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and in which one or more of its directors, as an individual, has a material financial interest.
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Article 12
20 General Terms
21 12.1 Modification. Any matters of this Agreement may be modified from time to time by
22 the written consent of all the parties without, in any way, affective the remainder. Except as
23 provided in Article 6, "Termination and Suspension," this Agreement may not be modified, and
24 no waiver is effective, except by written agreement signed by both parties. RJUSD
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1 acknowledges that County employees have no authority to modify this Agreement except as
2 expressly provided in this Agreement.
3 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
under this Agreement without the prior written consent of the other party.
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12.3 Governing Law. The laws of the State of California govern all matters arising from or
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related to this Agreement.
6 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
7 County, California. RJUSD consents to California jurisdiction for actions arising from or related
8 to this Agreement, and, subject to the Government Claims Act, all such actions must be brought
9 and maintained in Fresno County.
10 12.5 Construction. The final form of this Agreement is the result of the parties' combined
efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
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ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
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against either party.
13 12.6 Days. Unless otherwise specified, "days" means calendar days.
14 12.7 Headings. The headings and section titles in this Agreement are for convenience
15 only and are not part of this Agreement.
16 12.8 Severability. If anything in this Agreement is found by a court of competent
17 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
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this Agreement with lawful and enforceable terms intended to accomplish the parties' original
19 intent.
20 12.9 Nondiscrimination. During the performance of this Agreement, RJUSD shall not
21 unlawfully discriminate against any employee or applicant for employment, or recipient of
22 services, because of race, religious creed, color, national origin, ancestry, physical disability,
23 mental disability, medical condition, genetic information, marital status, sex, gender, gender
24 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
all applicable State of California and federal statutes and regulation.
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1 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
2 of RJUSD under this Agreement on any one or more occasions is not a waiver of performance
3 of any continuing or other obligation of RJUSD and does not prohibit enforcement by the County
of any obligation on any other occasion.
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12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
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between RJUSD and the County with respect to the subject matter of this Agreement, and it
6 supersedes all previous negotiations, proposals, commitments, writings, advertisements,
7 publications, and understandings of any nature unless those things are expressly included in
8 this Agreement. If there is any inconsistency between the terms of this Agreement without its
9 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
10 Precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
exhibits.
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12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
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create any rights or obligations for any person or entity except for the parties.
13 12.13 Authorized Signature. RJUSD represents and warrants to the County that:
14 (A) RJUSD is duly authorized and empowered to sign and perform its obligations
15 under this Agreement.
16 (B) The individual signing this Agreement on behalf of RJUSD is duly authorized to
17 do so and his or her signature on this Agreement legally binds RJUSD to the terms of
this Agreement.
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12.14 Electronic Signatures. The parties agree that this Agreement may be executed by
20 electronic signature as provided in this section.
21 (A) An "electronic signature" means any symbol or process intended by an individual
22 signing this Agreement to represent their signature, including but not limited to (1) a
23 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
24 electronically scanned and transmitted (for example by PDF document) version of an
original handwritten signature.
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1 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
2 equivalent to a valid original handwritten signature of the person signing this Agreement
3 for all purposes, including but not limited to evidentiary proof in any administrative or
4 judicial proceeding. and (2) has the same force and effect as the valid original
handwritten signature of that person.
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(C) The provisions of this section satisfy the requirements of Civil Code section
6 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
7 Part 2, Title 2.5, beginning with section 1633.1).
8 (D) Each party using a digital signature represents that it has undertaken and
9 satisfied the requirements of Government Code section 16.5, subdivision (a),
10 paragraphs (1) through (5), and agrees that each other party may rely upon that
representation.
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(E) This Agreement is not conditioned upon the parties conducting the transactions
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under it by electronic means and either party may sign this Agreement with an original
13 handwritten signature.
14 12.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
15 original, and all of which together constitute this Agreement.
16 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2 RIVERDALE JOINT UNIFIED SCHOOL COUNTY OF FRESNO
3 DISTRICT
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Sa Qui t o, airman of the Board of
5 Jeff Percell, Superintendent S e he County of Fresno
6 3160 W. Mt. Whitney Ave. Attest:
PO BOX 1058 Bernice E. Seidel
Riverdale, CA, 93654 Clerk of the Board of Supervisors
7 County of Fresno, State of California
9 Deputy
10 For accounting use only:
Org No.: 31113296
11 Account No.: 4975
Fund No.: 0001
12 Subclass No.: 10000
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Exhibit A
1 Riverdale Joint Unified School District
2 Sheriff-Coroner-Public Administrator, County of Fresno
3 Scope of Services
County will provide the services of one Deputy Sheriff, at the then-current rate (i.e.
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the rate listed at the time the service is provided) listed in the Master Schedules of Fees
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Charges, and Recovered Costs, Section 2609, subdivision (a), for a Deputy Sheriff III at
6 the "Regular" hourly rate, per hour. RJUSD acknowledges that these are subject to
7 change, as described in the Agreement. The total amount of the General Law
8 Enforcement Services to be provided and paid for, and the manner of invoicing, is
9 described in the Agreement.
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A-1
Exhibit B
1 Compensation
2 The County will be compensated for performance of its services under this Agreement
3 as provided in this Exhibit B. The County is not entitled to any compensation except as
expressly provided in this Exhibit B, and as described in the Agreement.
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• RJUSD shall pay County the cost of performing General Law Enforcement Services at
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the Premises, as set forth in Section 2.1 of the Agreement, at the applicable rate for
6 such services as delineated in Exhibit A. RJUSD will compensate County for a total of
7 2,080 hours of General Law Enforcement Services each school year for the term of this
8 Agreement, to be paid over eleven (11) equal monthly payments. The total hours for the
9 school year may be changed before the school term, upon written approval of both
10 parties no later than thirty (30) days prior to the beginning of the school term.
• As indicated in Exhibit A, the hourly rates to be charged by County, and subsequently
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paid by RJUSD, are the rates set forth in the County's Master Schedule of Fees,
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Charges, and Recovered Costs, Section 2609, subdivision (a), for Regular (i.e. General
13 Law Enforcement Service) and Overtime (i.e. Special Law Enforcement Services) rates,
14 in place at the time the services are provided. The parties further agree that if and when
15 the Master of Schedule of Fees. Charges and Recovered Costs, Section 2609,
16 subdivision (a), is amended, changed, or revised, in any way that changes the rates
17 being charged for the services identified in this Agreement, such amended, changed, or
revised the rates being charged for the services identified in this Agreement, such
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amended, changed, or revised rate will automatically and without any notice to RJUSD
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be incorporated into this Agreement, replacing any contrary or conflicting rate, from the
20 effective date of the amendment, change, or revision in the rate(s), and will become the
21 new rate to be paid by RJUSD for services provided, from the effective date of the rate
22 change forward. The parties acknowledge that the County's Master Schedule of Fees,
23 Charges, and Recovered Costs is subject to change.
24 • County shall submit monthly invoices to RJUSD and RJUSD shall pay County within
25 thirty (30) calendar days of receipt of any such invoice. At the expiration of termination of
B-1
Exhibit B
1 this Agreement, County may, in the discretion of Sheriff or Sheriff's designee, submit a
2 final invoice for all amounts unpaid and earned, including any remaining. unpaid portion
3 of the 2,080 hours of General Law Enforcement Services, and RJUSD shall pay the full
amount of this final invoice with thirty (30) days of receipt thereof. Any payment made
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more than 30 days after receipt of an invoice may result in termination of this Agreement
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or service reduction, in the sole discretion of the Fresno County Sheriff's Office, without
6 any penalty or recourse against County.
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B-2
Exhibit C
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 C
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a
party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code § 5233 (a)
(5) Authorized Signature
Signature: Date:
C-2
Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from RJUSD or any third parties,
RJUSD, at its sole expense, shall maintain in full force and effect the following insurance
policies or a program of self-insurance, including but not limited to, an insurance pooling
arrangement or Joint Powers Agreement (JPA) 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. RJUSD 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 RJUSD's policy.
(B) 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) RJUSD 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
RJUSD shall purchase extended reporting coverage on its claims-made policy for a
minimum of five years after completion of services under this Agreement.
(C) Molestation Liability. Sexual abuse / molestation liability insurance (including but not
limited to corporal punishment liability, sexual abuse and molestation liability, and child
abduction liability) 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.
If RJUSD is a governmental entity, it may satisfy the policy requirements above through a
program of self-insurance, including an insurance pooling arrangement or joint exercise of
powers agreement.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after RJUSD signs this Agreement, and at
any time during the term of this Agreement as requested by the County's Risk Manager
or the County Administrative Office, RJUSD shall deliver, or cause its broker or producer
to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th Floor, Fresno,
California 93721, or HRRiskManagement@fresnocountyca.gov, and by mail or email to
D-1
Exhibit D
the person identified to receive notices under this Agreement, certificates of insurance
and endorsements for all of the coverages required under this Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) RJUSD
has waived its right to recover from the County, its officers, agents, employees,
and volunteers any amounts paid under any insurance policy required by this
Agreement and that waiver does not invalidate the insurance policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under RJUSD's
policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(iv) 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.
(v) The technology professional liability insurance certificate must also state that
coverage encompasses all of RJUSD's obligations under this Agreement,
including but not limited to claims involving Cyber Risks, as that term is defined in
this Agreement.
(vi) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited
to information or data) that is in the care, custody, or control of RJUSD.
(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
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, RJUSD 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,
RJUSD 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
D-2
Exhibit D
reason, and for any other change to the policy, RJUSD 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 RJUSD 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 RJUSD 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, RJUSD 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. RJUSD 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. RJUSD is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but RJUSD's waiver of subrogation under this paragraph is effective whether or
not RJUSD obtains such an endorsement.
(F) County's Remedy for RJUSD's Failure to Maintain. If RJUSD 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 RJUSD. The County may offset such charges against any
amounts owed by the County to RJUSD under this Agreement.
(G)Subcontractors. RJUSD shall require and verify that all subcontractors used by
RJUSD to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
RJUSD to provide services under this Agreement using subcontractors.
D-3