HomeMy WebLinkAboutAgreement A-19-021 with Fresno Unified School District.pdfAgreement No . 19-021
AGREEMENT 1
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3 THIS AGREEMENT is made and entered into this 29th day of January , 2019, by and between
4 the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as
5 "COUNTY", and FRESNO UNIFIED SCHOOL DISTRICT, whose address is 2309 Tulare Street, Fresno ,
6 CA 93721 hereinafter referred to as "SCHOOL." COUNTY and SCHOOL may be collectively referred to
7 herein as "Parties" or in the singular as "Party ."
8 W I T N E S S E T H:
9 WHEREAS , SCHOOL desires to secure law enforcement services from the COUNTY, through the
10 Fresno County Sheriff-Coroner-Public Administrator's (SCPA) Office , at Wawona Middle School , located at
11 4524 N. Thome Ave ., Fresno, CA 93704 (referred to herein as the "Premises"); and
12 WHEREAS, COUNTY agrees to render such law enforcement services at the Premises on the
13 terms and conditions hereinafter set forth, and SCHOOL agrees to pay COUNTY the cost of performing
14 such services at the Premises at the rates and under the terms and conditions herein set forth.
15 NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
16 contained , the Parties hereto agree as follows:
17 1. SERVICES PROVIDED BY COUNTY
18 A. General Law Enforcement Services : COUNTY agrees its SCPA's Office will provide ,
19 within the limitations of this Agreement, law enforcement services consisting of one Deputy Sheriff as set
20 forth in Exhibit A, attached hereto and incorporated herein by this reference, for up to 1,500 hours of
21 services. Duties to be performed by the Deputy Sheriff include intervention, prevention, education, and law
22 enforcement activities at the Premises during normal school hours and operations, between August 13 ,
23 2018, and June 30 , 2019.
24 B. Special Events Services : SCHOOL acknowledges , agrees, and represents t ha t
25 SCHOOL events that require law enforcement services wh ich occur or take place outside of normal
26 school operations and hours, which are authorized by permit at the Premises, are not included in the
27 Genera l Law Enforcement Services set forth in 1.A. and are instead "Special Events Service(s)."
28 SCHOOL shall notify SCPA' at least thirty (30) days in advance of the need for any such Special Events
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1 Service(s) if and when SCHOOL desires COUNTY to provide law enforcement services at such an 2 event. In the event COUNTY provides Special Events Service(s), such services may include 3 intervention, prevention, education, and/or law enforcement activities that are agreeable between 4 COUNTY and SCHOOL. The Fresno County SCPA or her/his designee, acting on behalf of the 5 COUNTY, is authorized to agree to provide some or all, to or decline to provide any, of the Special 6 Events Service(s) requested by SCHOOL. Special Events Service(s) are chargeable to SCHOOL at the 7 rates identified in Exhibit A. 8 C. The performance of General Law Enforcement Services and Special Event 9 Services, including the standards of performance, the discipline of officers, and all other matters incident 10 to the performance of law enforcement services and the control of law enforcement personnel, shall be 11 the right and responsibility of COUNTY. In the case of dispute between the Parties as to the extent, 12 duties, or functions to be rendered under this Agreement, or the minimum level or manner of such 13 performance of such services, the determination made by the COUNTY, through its SCPA, or her/his 14 designee, shall be final and conclusive. 15 2. TERM 16 This Agreement shall become effective on the 13th day of August, 2018 and shall terminate on the 17 30th day of June, 2019. 18 3. TERMINATION 19 A. Non-Allocation of Funds -The terms of this Agreement, and the services to be 20 provided hereunder, are contingent on the approval of funds by the appropriating government agency. 21 Should sufficient funds not be allocated, the services provided may be modified, or this Agreement 22 terminated, at any time by giving the SCHOOL thirty (30) days advance written notice. 23 B. Breach of Contract -The COUNTY may immediately suspend or terminate this 24 Agreement in whole or in part, where in the determination of the COUNTY there is: 25 1) An illegal or improper use of funds; 26 27 28 2) 3) 4) A failure to comply with any term of this Agreement; A substantially incorrect or incomplete report submitted to the COUNTY; Improperly performed service. -2-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 C. Without Cause -Under circumstances other than those set forth above, this Agreement may be terminated by either party (COUNTY or SCHOOL) upon the giving of thirty (30) days advance written notice of an intention to terminate to the other party. 4. COMPENSATION/INVOICING: A SCHOOL shall pay COUNTY the cost of performing General Law Enforcement Services at the Premises, as set forth in Section 1.A, above, at the applicable rate for such services as delineated in Exhibit A SCHOOL will compensate COUNTY for a total of 1,500 hours of General Law Enforcement Services, to be paid over ten (10) payments for one-hundred-fifty (150) hours per payment. In addition, SCHOOL shall pay COUNTY for Special Events Service(s), as set forth in Section 1.8., above, as agreed upon by COUNTY and SCHOOL, at the applicable rate for such services as delineated in Exhibit A. B. As indicated in Exhibit A, the hourly rates to be charged by COUNTY, and subsequently paid by SCHOOL, are the rates set forth in the County's Master Schedule of Fees, Charges, and Recovered Costs, Section 2609, 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 agree that if and when the Master of Schedule of Fees, Charges, and Recovered Costs, Section 2609, subdivision (a), is amended, changed, or revised, in any way that changes the rates being charged for the services identified in this Agreement, that the new rates will be charged by COUNTY, and paid by SCHOOL, for any services provided pursuant to this Agreement, from the date of the amendment, change, or revision, going forward. The parties further agree that if and when the Master of Schedule of Fees, Charges and Recovered Costs is amended, changed, or revised, in any way that changes the rates being charged for the services identified in this Agreement, such amended, changed, or revised rate will automatically and without any notice to SCHOOL be incorporated into this Agreement, replacing any contrary or conflicting rate, from the effective date of the amendment, change, or revision in the rate(s), and will become the new rate to be paid by SCHOOL to COUNTY for services provided, from the effective date of the rate change forward. The parties acknowledge that the County's Master Schedule of Fees, Charges, and Recovered Costs is subject to change. C. COUNTY shall submit monthly invoices to SCHOOL and SCHOOL shall pay COUNTY within thirty (30) calendar days of receipt of any such invoice. At the expiration or termination -3-
1 of this Agreement, COUNTY may, in the discretion of SCPA or her/his designee, submit a final invoice 2 for all amounts then unpaid, including any remaining, unpaid portion of the 1,500 hours of General Law 3 Enforcement Services, and SCHOOL shall pay the full amount ot'this final invoice within thirty (30) days 4 of receipt thereof. Any payment made more than 30 days after receipt of an invoice may result in 5 contract termination or service reduction, in the sole discretion of the Fresno County SCPA, without any 6 penalty or recourse against COUNTY. 7 5. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations 8 assumed by COUNTY under this Agreement, it is mutually understood and agreed that COUNTY, including 9 any and all of the COUNTY'S officers, agents, and employees will at all times be acting and performing as 10 an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, 11 employee, joint venturer, partner, or associate of the SCHOOL. Furthermore, SCHOOL shall have no right 12 to control or supervise or direct the manner or method by which COUNTY shall perform its work and 13 function. However, SCHOOL shall retain the right to administer this Agreement so as to verify that 14 COUNTY is performing its obligations in accordance with the terms and conditions thereof. 15 SCHOOL and COUNTY shall comply with all applicable provisions of law and the rules and 16 regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. 17 The Parties shall be solely liable and responsible for providing to, or on behalf of, their employees 18 all legally-required employee benefits. In addition, Parties shall be solely responsible and save the other 19 Party harmless from all matters relating to payment of each Party's employees, including compliance with 20 Social Security withholding and all other regulations governing such matters. 21 6. MODIFICATION: Any matters of this Agreement may be modified from time to time by the 22 written consent of all the parties without, in any way, affecting the remainder. 23 7. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor 24 their rights or duties under this Agreement without the prior written consent of the other party. 25 8. HOLD HARMLESS: COUNTY agrees to indemnify, save, hold harmless, and at SCHOOL'S 26 request, defend the SCHOOL, its officers, agents, and employees from any and all costs and expenses 27 (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to 28 SCHOOL in connection with the performance, or failure to perform, by COUNTY, its officers, agents, or -4-
1 employees under this Agreement, and from any and all costs and expenses (including attorney's fees and 2 costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation who 3 may be injured or damaged by the performance, or failure to perform, of COUNTY, its officers, agents, or 4 employees under this Agreement. 5 COUNTY agrees to indemnify, save, hold harmless, and at SCHOOL's request, defend the 6 SCHOOL, its officers, agents and employees from any and all costs and expenses (including attorney's 7 fees and cost), damages, liabilities, claims, and losses occurring or resulting to SCHOOL in connection with 8 the performance, or failure to perform by COUNTY, its officers, agent, or employees under this Agreement, 9 and from any and all costs and expenses (including attorney's fees and cost), damages, liabilities, claims, 10 and losses occurring or resulting to any person, firm, or corporation who may be injured or damaged by the 11 performance, or failure to perform, of COUNTY, its officers, agents, or employees under this Agreement. 12 In the event of concurrent negligence on the part of COUNTY or any of its officers, agents or 13 employees, and SCHOOL or any of its officers, agents, or employees, the liability for any and all costs and 14 expenses (including attorney's fees and cost), damages, liabilities, claims, and losses occurring or resulting 15 shall be apportioned under the State of California's theory of comparative negligence as presently 16 established or as may be modified hereafter. 17 9. INSURANCE 18 Without limiting either party's right to obtain indemnification from the other or any third parties, each 19 party, at its sole expense, shall maintain in full force and effect, the following insurance policies or a 20 program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers 21 Agreement (JPA) throughout the term of the Agreement, as applicable. 22 A. Commercial General Liability 23 Commercial General Liability Insurance with limits of not less than Two Million Dollars 24 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This 25 policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including 26 completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal 27 liability or any other liability insurance deemed necessary because of the nature of this Agreement. 28 -5-
1 B. Automobile Liability 2 Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars 3 ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto 4 used in connection with this Agreement. 5 C. Professional Liability 6 If SCHOOL employs licensed professional staff, (e.g., Ph.D., RN., L.C.S.W., M.F.C.C.) in providing 7 services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per 8 occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. 9 D. Worker's Compensation 10 A policy of Worker's Compensation insurance as may be required by the California Labor 11 Code. 12 E. Molestation 13 Sexual abuse I molestation liability insurance (including but not limited to corporal 14 punishment liability, sexual abuse and molestation liability, and child abduction liability) with limits of not 15 less than One Million Dollars ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) annual 16 aggregate. This policy shall be issued on a per occurrence basis. 17 Additional Requirements Relating to Insurance 18 Each party shall obtain endorsements to the Commercial General Liability insurance naming the 19 other party, its officers, agents, and employees, individually and collectively, as additional insured, but only 20 insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall 21 apply as primary insurance and any other insurance, or self-insurance, maintained by the additionally 22 insured party, its officers, agents and employees shall be excess only and not contributing with the primary 23 insurance provided herein. Each party's insurance shall not be cancelled or changed without a minimum of 24 thirty (30) days advance written notice given to the other party. 25 Each party hereby waives its right to recover from the other party, its officers, agents, and 26 employees any amounts paid by each party's policy of worker's compensation insurance required by this 27 Agreement. Each party is solely responsible to obtain any endorsement to such policy that may be 28 necessary to accomplish such waiver of subrogation, but each party's waiver of subrogation under this -6-
1 paragraph is effective whether or not a party hereto actually obtains such an endorsement. 2 Within Thirty (30) days from the date each respective party signs and executes this Agreement, 3 each respective party shall provide certificates of insurance and endorsement as stated above for all of the 4 foregoing policies, as applicable, to the other party at the addresses set forth in Section 11, below, stating 5 that such insurance coverage have been obtained and are in full force; that each respective party, its 6 officers, agents and employees will not be responsible for any premiums on the other party's policies; that 7 such Commercial General Liability insurance names the other party, its officers, agents and employees, 8 individually and collectively, as additional insured, but only insofar as the operations under this Agreement 9 are concerned; that such coverage for additional insured shall apply as primary insurance and any other 10 insurance, or self-insurance, maintained by the additional insured, its officers, agents and employees, shall 11 be excess only and not contributing with the primary insurance provided herein; and that this insurance 12 shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to the 13 other party. 14 In the event either party fails to keep in effect at all times insurance coverage as herein provided, 15 the other party may, in addition to other remedies it may have, suspend or terminate this Agreement upon 16 the occurrence of such event. 17 All policies shall be issued by admitted insurers licensed to do business in the State of California, 18 and such insurance shall be purchased from companies possessing a current AM. Best; Inc. rating of A 19 FSC VII or better. 20 10. AUDITS AND INSPECTIONS: The SCHOOL shall at any time during business hours, and 21 as often as the COUNTY may deem necessary, make available to the COUNTY for examination all of its 22 records and data with respect to the matters covered by this Agreement. The SCHOOL shall, upon request 23 by the COUNTY, permit the COUNTY to audit and inspect all of such records and data necessary to ensure 24 SCHOOL'S compliance with the terms of this Agreement. 25 If this Agreement exceeds ten thousand dollars ($10,000.00), COUNTY and SCHOOL shall be 26 subject to the examination and audit of the Auditor General for a period of three (3) years after final 27 payment under contract (Government Code Section 8546. 7). 28 -7-
1 11. NOTICES: The persons and their addresses having authority to give and receive notices 2 under this Agreement include the following: 3 4 5 6 7 COUNTY Fresno County Sheriff-Coroner-Public Administrator 2200 Fresno Street Fresno, CA 93721 Attention: Business Office FAX No.: 559-488-3348 SCHOOL Fresno Unified School District 2309 Tulare St. Fresno, CA 93721 Attention: Ruth F. Quinto Deputy Superintendent/CFO FAX No.: 559-457-6202 8 All notices between the COUNTY and SCHOOL provided for or permitted under this Agreement 9 must be in writing and delivered either by personal service, by first-class United States mail, by an overnight 10 commercial courier service, or by telephonic facsimile transmission. A notice delivered by personal service 11 is effective upon service to the recipient. A notice delivered by first-class United States mail is effective 12 three COUNTY business days after deposit in the United States mail, postage prepaid, addressed to the 13 recipient. A notice delivered by an overnight commercial courier service is effective one COUNTY business 14 day after deposit with the overnight commercial courier service, delivery fees prepaid, with delivery 15 instructions given for next day delivery, addressed to the recipient. A notice delivered by telephonic 16 facsimile is effective when transmission to the recipient is completed (but, if such transmission is completed 17 outside of COUNTY business hours, then such delivery shall be deemed to be effective at the next 18 beginning of a COUNTY business day), provided that the sender maintains a machine record of the 19 completed transmission. For all claims arising out of or related to this Agreement, nothing in this section 20 establishes, waives, or modifies any claims presentation requirements or procedures provided by law, 21 including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code, 22 beginning with section 810). 23 12. GOVERNING LAW: Venue for any action arising out of or related to this Agreement shall 24 only be in Fresno County, California. 25 The rights and obligations of the parties and all interpretation and performance of this Agreement 26 shall be governed in all respects by the laws of the State of California. 27 28 13. DISCLOSURE OF SELF-DEALING TRANSACTIONS This provision is only applicable if the SCHOOL is operating as a corporation (a for-profit or non--8-
1 profit corporation) or if during the term of the agreement, the SCHOOL changes its status to operate as 2 a corporation. 3 Members of the SCHOOL's Board of Directors shall disclose any self-dealing transactions that 4 they are a party to while SCHOOL is providing goods or performing services under this agreement. A 5 self-dealing transaction shall mean a transaction to which the SCHOOL is a party and in which one or 6 more of its directors has a material financial interest. Members of the Board of Directors shall disclose 7 any self-dealing transactions that they are a party to by completing and signing a Self-Dealing 8 Transaction Disclosure Form, attached hereto as Exhibit Band incorporated herein by reference, and 9 submitting it to the COUNTY prior to commencing with the self-dealing transaction or immediately 10 thereafter. 11 14. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the 12 SCHOOL and COUNTY with respect to the subject matter hereof and supersedes all previous Agreement 13 negotiations, proposals, commitments, writings, advertisements, publications, and understanding of any 14 nature whatsoever unless expressly included in this Agreement. 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -9-
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
2 first hereinabove written.
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DISTRICT
Ruth F . Quinto
Deputy Superintendent/CFO
2309 Tulare St.,
10 FRESNO , CA 93721
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Mailing Address
FOR ACCOUNTING USE ONLY:
ORG No.:
Account No .:
Requisition No.:
31113965
4975
N/A
COUNTY OF FRESNO
Nathan Magsig , Chairman of the Board of
Supervisors of the County of Fresno
ATTEST:
Bernice E . Seidel
Clerk of the Board of Supervisors
County of Fresno , State of California
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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Central Unified School District Sheriff-Coroner-Public Administrator, County of Fresno "Exhibit A" I. General Law Enforcement Services, One Deputy SCHOOL agrees to pay COUNTY for providing General Law Enforcement Services under Sections 1.A and 4 of the Agreement, as follows: COUNTY will provide one Deputy Sheriff, at the then current rate (i.e. the rate listed at the time the service is provided) listed in the Master Schedules of Fees Charges, and Recovered Costs, Section 2609, subdivision (a), for a Deputy Sheriff Ill at the "Regular" hourly rate. SCHOOL acknowledges that these rates are subject to change, as delineated in the Agreement. The total amount of the General Law Enforcement Services to be provided and paid for, and the manner of invoicing, is depicted in the Agreement. II. Special Events Services SCHOOL agrees to pay COUNTY for providing Special Event Service(s), under Sections 1.B and 4 of the Agreement, as follows: At the current rate (i.e. the rate listed at the time the service is provided) in the Master Schedule of Fees, Charges, and Recovered Codes, Section 2609, subdivision (a), a Deputy Sheriff Ill at the "Overtime" hourly rate, per hour, per Deputy, and SCHOOL acknowledges that these rates are subject to change, as delineated in the Agreement. Invoicing provisions are as per the invoicing provisions in the Agreement. -11-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Exhibit B SELF-DEALING TRANSACTION DISCLOSURE FORM In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members of a contractor's board of directors (hereinafter referred to as "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 utilized 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. (5) Form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4). -12-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 (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: I Date: I -13-