HomeMy WebLinkAboutAgreement A-18-117 with Fresno EOC, Inc..pdf-1-
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A G R E E M E N T
THIS AGREEMENT (“Agreement”) is made and entered into this day of
________, 2018, by and between the COUNTY OF FRESNO, a political subdivision of the State
of California, hereinafter referred to as "COUNTY", and FRESNO ECONOMIC OPPORTUNITIES,
INC, a California Private Non-Profit Corporation, whose address is 1900 Mariposa Mall, Suite
#350, Fresno, CA, 93721, hereinafter referred to as "CONTRACTOR".
W I T N E S S E T H:
WHEREAS, COUNTY’s Probation Department has need of a construction apprenticeship
program for adult offenders; and
WHEREAS, COUNTY issued Letter of Interest Number 18-018(hereinafter “LOI”) on
December 13, 2017, which solicited interest from qualified vendors to provide the aforementioned
services; and
WHEREAS, CONTRACTOR responded to such LOI and represents that is willing and able
to provide such services pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
contained, the parties hereto agree as follows:
1.OBLIGATIONS OF THE CONTRACTOR
A.CONTRACTOR shall provide its Valley Apprenticeship Connections
Program/services to eligible adult offenders under the supervision of the Fresno County Probation
Department in accordance with the Scope of Work attached hereto as Exhibit A and incorporated
herein by reference.
2.OBLIGATIONS OF THE COUNTY
A.COUNTY shall compensate CONTRACTOR in accordance with Section
5.“COMPENSATION/INVOICING,” of this Agreement.
3.TERM
The term of this Agreement shall be for a period of three (3) years, beginning
May 1, 2018 and ending April 30, 2021. This Agreement may be extended for two (2) additional
20th
March
Agreement No. 18-117
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consecutive twelve (12) month periods upon written approval of both parties no later than thirty
(30) days prior to the first day of the next twelve (12) month extension period. The Chief Probation
Officer or his/her designee is authorized to execute such written approval on behalf of COUNTY
based on CONTRACTOR’S satisfactory performance.
4. TERMINATION
A. Non-Allocation of Funds - The terms of this Agreement, and the services to
be provided hereunder, are contingent on the approval of funds by the appropriating government
agency. Should sufficient funds not be allocated, the services provided may be modified, or this
Agreement terminated, at any time by giving the CONTRACTOR thirty (30) days advance written
notice.
B. Breach of Contract - COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of the COUNTY there is:
1) An illegal or improper use of funds;
2) A failure to comply with any term of this Agreement;
3) A substantially incorrect or incomplete report submitted to COUNTY;
4) Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY
of any breach of this Agreement or any default which may then exist on the part of the
CONTRACTOR. Neither shall such payment impair or prejudice any remedy available to the
COUNTY with respect to the breach or default. The COUNTY shall have the right to demand of
the CONTRACTOR the repayment to the COUNTY of any funds disbursed to the CONTRACTOR
under this Agreement, which in the judgment of the COUNTY were not expended in accordance
with the terms of this Agreement. The CONTRACTOR shall promptly refund any such funds upon
demand.
C. Without Cause - Under circumstances other than those set forth above,
this Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written
notice of an intention to terminate to CONTRACTOR.
5. COMPENSATION/INVOICING
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COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to
receive compensation in accordance with the line item program budget set forth in Exhibit B.
Under no circumstances shall payments made by the COUNTY to
CONTRACTOR under this Agreement exceed $264,000 annually. The maximum amount
payable by the COUNTY to the CONTRACTOR under this Agreement for the potential five (5)
year contract term is $1,320,000.
CONTRACTOR shall submit monthly invoices for actual program expenses to
the County of Fresno Probation Department, either by mail to the Business Office, 3333 E.
American Avenue, Suite B, Fresno, CA 93725, or electronically to:
ProbationInvoices@co.fresno.ca.us. COUNTY shall pay CONTRACTOR within forty-five (45)
days after receipt and verification of CONTRACTOR’S properly completed invoices. Such
payments shall be mailed to the CONTRACTOR’s address identified on page 1 of this
Agreement.
6. INDEPENDENT CONTRACTOR
In performance of the work, duties and obligations assumed by
CONTRACTOR under this Agreement, it is mutually understood and agreed that CONTRACTOR,
including any and all of the CONTRACTOR'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, servant, employee, joint venturer, partner, or associate of the COUNTY.
Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method
by which CONTRACTOR shall perform its work and function. However, COUNTY shall retain the
right to administer this Agreement so as to verify that CONTRACTOR is performing its obligations
in accordance with the terms and conditions thereof.
CONTRACTOR and COUNTY shall comply with all applicable provisions of
law and the rules and regulations, if any, of governmental authorities having jurisdiction over
matters the subject thereof.
Because of its status as an independent contractor, CONTRACTOR shall have
absolutely no right to employment rights and benefits available to COUNTY employees.
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CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its
employees all legally-required employee benefits. In addition, CONTRACTOR shall be solely
responsible and save COUNTY harmless from all matters relating to payment of
CONTRACTOR'S employees, including compliance with Social Security withholding and all other
regulations governing such matters. It is acknowledged that during the term of this Agreement,
CONTRACTOR may be providing services to others unrelated to the COUNTY or to this
Agreement.
7. MODIFICATION
Any matters of this Agreement may be modified from time to time by the written
consent of all the parties without, in any way, affecting the remainder.
8. NON-ASSIGNMENT
Neither party shall assign, transfer or sub-contract this Agreement nor their
rights or duties under this Agreement without the prior written consent of the other party.
9. HOLD HARMLESS
CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S
request, defend the COUNTY, its officers, agents, and employees from any and all costs and
expenses, damages, liabilities, claims, and losses occurring or resulting to COUNTY in connection
with the performance, or failure to perform, by CONTRACTOR, its officers, agents, or employees
under this Agreement, and from any and all costs and expenses, damages, liabilities, claims, and
losses occurring or resulting to any person, firm, or corporation who may be injured or damaged
by the performance, or failure to perform, of CONTRACTOR, its officers, agents, or employees
under this Agreement.
10. INSURANCE
Without limiting the COUNTY's right to obtain indemnification from
CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full
force and effect the following insurance policies or a program of self-insurance throughout the
term of this Agreement:
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A. Commercial General Liability
Commercial General Liability Insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million Dollars
($2,000,000). This policy shall be issued on a per occurrence basis, COUNTY may require
specific coverages including completed operations, products liability, contractual liability,
Explosion-Collapse-Underground, fire legal liability or any other liability insurance deemed
necessary because of the nature of this contract.
B. Automobile Liability
Comprehensive Automobile Liability Insurance with limits for bodily injury of
not less than Two Hundred Fifty Thousand Dollars ($250,000.00) per person, Five Hundred
Thousand Dollars ($500,000.00) per accident and for property damages of not less than Fifty
Thousand Dollars ($50,000.00), or such coverage with a combined single limit of Five Hundred
Thousand Dollars ($500,000.00). Coverage should include owned and non-owned vehicles used
in connection with this Agreement.
C. Professional Liability
If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N.,
L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less
than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00)
annual aggregate.
D. Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the
California Labor Code.
CONTRACTOR shall obtain endorsements to the Commercial General Liability
insurance naming the County of Fresno, its officers, agents, and employees, individually and
collectively, as additional insured, but only insofar as the operations under this Agreement are
concerned. Such coverage for additional insured shall apply as primary insurance and any other
insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall be
excess only and not contributing with insurance provided under CONTRACTOR's policies herein.
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This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance
written notice given to COUNTY.
Within Thirty (30) days from the date CONTRACTOR signs and executes this
Agreement, CONTRACTOR shall provide certificates of insurance and endorsement as stated
above for all of the foregoing policies, as required herein, to the County of Fresno, Probation
Administration Division Director, Greg Reinke, 3333 E. American Ave, Suite B, Fresno, CA 93725,
stating that such insurance coverages have been obtained and are in full force; that the County of
Fresno, its officers, agents and employees will not be responsible for any premiums on the
policies; that such Commercial General Liability insurance names the County of Fresno, its
officers, agents and employees, individually and collectively, as additional insured, but only insofar
as the operations under this Agreement are concerned; that such coverage for additional insured
shall apply as primary insurance and any other insurance, or self-insurance, maintained by
COUNTY, its officers, agents and employees, shall be excess only and not contributing with
insurance provided under CONTRACTOR's policies herein; and that this insurance shall not be
cancelled or changed without a minimum of thirty (30) days advance, written notice given to
COUNTY.
In the event CONTRACTOR fails to keep in effect at all times insurance
coverage as herein provided, the COUNTY may, in addition to other remedies it may have,
suspend or terminate this Agreement upon the occurrence of such event.
All policies shall be issued by admitted insurers licensed to do business in the
State of California, and such insurance shall be purchased from companies possessing a current
A.M. Best, Inc. rating of A FSC VII or better.
11. DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a
corporation (a for-profit or non-profit corporation) or if during the term of the agreement, the
CONTRACTOR changes its status to operate as a corporation.
Members of the CONTRACTOR’s Board of Directors shall disclose any self -
dealing transactions that they are a party to while CONTRACTOR is providing goods or
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performing services under this agreement. A self-dealing transaction shall mean a transaction
to which the CONTRACTOR is a party and in which one or more of its directors has a material
financial interest. Members of the Board of Directors shall disclose any self-dealing
transactions that they are a party to by completing and signing a Self -Dealing Transaction
Disclosure Form, attached hereto as Exhibit C and incorporated herein by reference, and
submitting it to the COUNTY prior to commencing with the self-dealing transaction or
immediately thereafter.
12. AUDITS AND INSPECTIONS
The CONTRACTOR shall at any time during business hours, and as often as the
COUNTY may deem necessary, make available to the COUNTY for examination all of its records
and data with respect to the matters covered by this Agreement. The CONTRACTOR shall, upon
request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data
necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR
shall be subject to the examination and audit of the Auditor General for a period of three (3) years
after final payment under contract (Government Code Section 8546.7).
13. NOTICES:
The persons and their addresses having authority to give and receive notices
under this Agreement include the following:
COUNTY CONTRACTOR
COUNTY OF FRESNO
Chief Probation Officer
Fresno EOC – Valley Apprenticeship
Connection
Director
3333 E. American Ave, Suite B 1900 Mariposa Mall, Suite 350
Fresno, CA 93725 Fresno, CA 93721
Any and all notices between the COUNTY and the CONTRACTOR provided
for or permitted under this Agreement or by law shall be in writing and shall be deemed duly
served when personally delivered to one of the parties, or in lieu of such personal services, when
deposited in the United States Mail, postage prepaid, addressed to such party.
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14. VENUE AND GOVERNING LAW
Venue for any action arising out of or related to this Agreement shall only be in
Fresno County, California. The rights and obligations of the parties and all interpretation and
performance of this Agreement shall be governed in all respects by the laws of the State of
California.
15. ENTIRE AGREEMENT:
This Agreement, including all exhibits, constitutes the entire agreement
between the CONTRACTOR and COUNTY with respect to the subject matter hereof and
supersedes all previous Agreement negotiations, proposals, commitments, writings,
advertisements, publications, and understandings of any nature whatsoever unless expressly
included in this Agreement.
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1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
2 and year first hereinabove written.
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4 FRESNO ECONOMIC OPPORTUNITIES
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COMM N, INC.
Brian An us Chief Executive Officer
Print Name & Title
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+--19 __ 2=-0 ......... M __ a __ ri __ o ___ s .... a ____ M .... a ...... 11 ...... S ___ u ___ i ____ te __ 3 __ 0 .... 0 _____ _
10 Fresno, CA 93721
Mailing Address
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18 FOR ACCOUNTING USE ONLY:
19 ORG No.: 34309999
Account.No.: 7295
20 Requisition No.: 3431800186
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COUNTY OF FRESNO
ATTEST:
hairperson of the Board
of the County of Fresno
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
sy: d,o, ·, ~
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Exhibit A
Exhibit A
Exhibit A
Exhibit A
Exhibit A
Exhibit B
Exhibit B