HomeMy WebLinkAboutCounty of Fresno and Noble Contract - Noble signature.pdf 1 SERVICE AGREEMENT "�
2 This Service Agreement ("Agreement") is dated ^9R�t d (i,ZyZ/ and is between
3 Noble Federal Credit Union, a credit union founded in the stat of California on January 18, 1941
4 by County of Fresno employees, and located at 2550 W. Shaw Lane, Fresno, CA 93711
5 ("Contractor"), and the County of Fresno, a political subdivision of the State of California
6 ("County").
7 Recitals
8 A. Whereas the County of Fresno has determined that membership with Noble Credit
9 Union could be beneficial to Fresno County employees and knowledge and understanding of
10 said membership is important to the establishment and sustainment of that relationship, the
11 parties agree to provide opportunities for County employees to learn about the benefits of Noble
12 Credit Union membership.The parties therefore agree as follows:
13 Article 1
14 Contractor's Services
15 1.1 Scope of Services. The Contractor shall perform all of the services provided in
16 Exhibit A to this Agreement, titled "Scope of Services."
17 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
18 able to perform all of the services provided in this Agreement.
19 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
20 applicable federal, state, and local laws and regulations in the performance of its obligations
21 under this Agreement, including but not limited to workers compensation, labor, and
22 confidentiality laws and regulations.
23 Article 2
24 County's Responsibilities
25 2.1 The County shall provide Contractor with space and/or time to fulfill the obligations
26 noted above.
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1 Article 3
2 Compensation, Invoices, and Payments
3 3.1 The County agrees to pay, and the Contractor agrees to receive, $0 in compensation
4 for the performance of its services under this Agreement.
5 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
6 under this Agreement is $0. The Contractor acknowledges that the County is a local
7 government entity, and does so with notice that the County's powers are limited by the
8 California Constitution and by State law, and with notice that the Contractor may receive
9 compensation under this Agreement only for services performed according to the terms of this
10 Agreement and while this Agreement is in effect, and subject to the maximum amount payable
11 under this section. The Contractor further acknowledges that County employees have no
12 authority to pay the Contractor except as expressly provided in this Agreement.
13 3.3 Incidental Expenses. The Contractor is solely responsible for all of its costs and
14 expenses that are not specified as payable by the County under this Agreement.
15 Article 4
16 Term of Agreement
17 4.1 Term. This Agreement is effective on the date that the parties sign the agreement
18 and terminates three years from the effective date, except as provided in section 4.2,
19 "Extension," or Article 6, "Termination and Suspension," below.
20 4.2 Extension. The term of this Agreement may be extended for no more than two, one-
21 year periods only upon written approval of both parties at least 30 days before the first day of
22 the next one-year extension period. The Director of Human Resources or his or her designee is
23 authorized to sign the written approval on behalf of the County based on the Contractor's
24 satisfactory performance. The extension of this Agreement by the County is not a waiver or
25 compromise of any default or breach of this Agreement by the Contractor existing at the time of
26 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
4 receive notices provided for or permitted under this Agreement include the following:
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For the County:
6 Director of Human Resources
County of Fresno
7 2220 Tulare Street 14'h Floor
Attention: Benefits Manager
8 Fresno, CA 93721
9 For the Contractor:
Noble Federal Credit Union
10 2550 W. Shaw Lane
Fresno, CA 93711
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12 5.2 Change of Contact Information. Either party may change the information in section
5.1 by giving notice as provided in section 5.3.
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14 5.3 Method of Delivery. Each notice between the County and the Contractor provided
15 for or permitted under this Agreement must be in writing, state that it is a notice provided under
16 this Agreement, and be delivered either by personal service, by first-class United States mail, or
by an overnight commercial courier service.
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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
recipient.
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22 (C)A notice delivered by an overnight commercial courier service is effective one
23 County business day after deposit with the overnight commercial courier service,
24 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
the recipient.
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26 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
27 nothing in this Agreement establishes, waives, or modifies any claims presentation
28 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
of Title 1 of the Government Code, beginning with section 810).
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1 Article 6
2 Termination and Suspension
3 6.1 Termination for Breach.
4 (A) Upon determining that a breach (as defined in paragraph (C) below) has
5 occurred, the County may give written notice of the breach to the Contractor. The written
6 notice may suspend performance under this Agreement, and must provide at least 30
7 days for the Contractor to cure the breach.
8 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
9 time stated in the written notice, the County may terminate this Agreement immediately.
10 (C) For purposes of this section, a breach occurs when, in the determination of the
11 County, the Contractor has:
12 (1) Obtained or used funds illegally or improperly;
13 (2) Failed to comply with any part of this Agreement;
14 (3) Submitted a substantially incorrect or incomplete report to the County; or
15 (4) Improperly performed any of its obligations under this Agreement.
16 6.2 Termination without Cause. In circumstances other than those set forth above, the
17 County may terminate this Agreement by giving at least 30 days advance written notice to the
18 Contractor.
19 6.3 No Penalty or Further Obligation. Any termination of this Agreement by the County
20 under this Article 6 is without penalty to or further obligation of the County.
21 Article 7
22 Independent Contractor
23 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
24 agents, employees, and volunteers, is at all times acting and performing as an independent
25 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
26 venturer, partner, or associate of the County.
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1 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
2 manner or method of the Contractor's performance under this Agreement, but the County may
3 verify that the Contractor is performing according to the terms of this Agreement.
4 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
5 right to employment rights or benefits available to County employees. The Contractor is solely
6 responsible for providing to its own employees all employee benefits required by law. The
7 Contractor shall save the County harmless from all matters relating to the payment of
8 Contractor's employees, including compliance with Social Security withholding and all related
9 regulations.
10 7.4 Services to Others. The parties acknowledge that, during the term of this
11 Agreement, the Contractor may provide services to others unrelated to the County.
12 Article 8
13 Indemnity and Defense
14 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
15 County (including its officers, agents, employees, and volunteers) against all claims, demands,
16 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
17 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
18 the performance or failure to perform by the Contractor(or any of its officers, agents,
19 subcontractors, or employees) under this Agreement. The County may conduct or participate in
20 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
21 defend the County.
22 8.2 Survival. This Article 8 survives the termination of this Agreement.
23 Article 9
24 Insurance
25 9.1 The Contractor shall comply with all the insurance requirements in Exhibit B to this
26 Agreement.
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1 Article 10
2 Inspections, Audits, and Public Records
3 10.1 Inspection of Documents. The Contractor shall make available to the County, and
4 the County may examine at any time during business hours and as often as the County deems
5 necessary, all of the Contractor's records and data with respect to the matters covered by this
6 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
7 request by the County, permit the County to audit and inspect all of such records and data to
8 ensure the Contractor's compliance with the terms of this Agreement.
9 10.2 State Audit Requirements. If the compensation to be paid by the County under this
10 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
11 California State Auditor, as provided in Government Code section 8546.7, for a period of three
12 years after final payment under this Agreement. This section survives the termination of this
13 Agreement.
14 10.3 Public Records. The County is not limited in any manner with respect to its public
15 disclosure of this Agreement or any record or data that the Contractor may provide to the
16 County. The County's public disclosure of this Agreement or any record or data that the
17 Contractor may provide to the County may include but is not limited to the following:
18 (A) The County may voluntarily, or upon request by any member of the public or
19 governmental agency, disclose this Agreement to the public or such governmental
20 agency.
21 (B) The County may voluntarily, or upon request by any member of the public or
22 governmental agency, disclose to the public or such governmental agency any record or
23 data that the Contractor may provide to the County, unless such disclosure is prohibited
24 by court order.
25 (C)This Agreement, and any record or data that the Contractor may provide to the
26 County, is subject to public disclosure under the Ralph M. Brown Act (California
27 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
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1 (D)This Agreement, and any record or data that the Contractor may provide to the
2 County, is subject to public disclosure as a public record under the California Public
3 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
4 with section 6250) ("CPRA").
5 (E) This Agreement, and any record or data that the Contractor may provide to the
6 County, is subject to public disclosure as information concerning the conduct of the
7 people's business of the State of California under California Constitution, Article 1,
8 section 3, subdivision (b).
9 (F) Any marking of confidentiality or restricted access upon or otherwise made with
10 respect to any record or data that the Contractor may provide to the County shall be
11 disregarded and have no effect on the County's right or duty to disclose to the public or
12 governmental agency any such record or data.
13 10.4 Public Records Act Requests. If the County receives a written or oral request
14 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
15 and which the County has a right, under any provision of this Agreement or applicable law, to
16 possess or control, then the County may demand, in writing, that the Contractor deliver to the
17 County, for purposes of public disclosure, the requested records that may be in the possession
18 or control of the Contractor. Within five business days after the County's demand, the
19 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
20 possession or control, together with a written statement that the Contractor, after conducting a
21 diligent search, has produced all requested records that are in the Contractor's possession or
22 control, or(b) provide to the County a written statement that the Contractor, after conducting a
23 diligent search, does not possess or control any of the requested records. The Contractor shall
24 cooperate with the County with respect to any County demand for such records. If the
25 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
26 CPRA or other applicable law, it must deliver the record or data to the County and assert the
27 exemption by citation to specific legal authority within the written statement that it provides to
28 the County under this section. The Contractor's assertion of any exemption from disclosure is
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1 not binding on the County, but the County will give at least 10 days' advance written notice to
2 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
3 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
4 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
5 failure to produce any such records, or failure to cooperate with the County with respect to any
6 County demand for any such records.
7 Article 11
8 General Terms
9 11.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
10 Agreement may not be modified, and no waiver is effective, except by written agreement signed
11 by both parties. The Contractor acknowledges that County employees have no authority to
12 modify this Agreement except as expressly provided in this Agreement.
13 11.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
14 under this Agreement without the prior written consent of the other party.
15 11.3 Governing Law. The laws of the State of California govern all matters arising from
16 or related to this Agreement.
17 11.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
18 County, California. Contractor consents to California jurisdiction for actions arising from or
19 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
20 brought and maintained in Fresno County.
21 11.5 Construction. The final form of this Agreement is the result of the parties' combined
22 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
23 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
24 against either party.
25 11.6 Days. Unless otherwise specified, "days" means calendar days.
26 11.7 Headings. The headings and section titles in this Agreement are for convenience
27 only and are not part of this Agreement.
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1 11.8 Severability. If anything in this Agreement is found by a court of competent
2 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
3 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
4 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
5 intent.
6 11.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
7 not unlawfully discriminate against any employee or applicant for employment, or recipient of
8 services, because of race, religious creed, color, national origin, ancestry, physical disability,
9 mental disability, medical condition, genetic information, marital status, sex, gender, gender
10 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
11 all applicable State of California and federal statutes and regulation.
12 11.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
13 of the Contractor under this Agreement on any one or more occasions is not a waiver of
14 performance of any continuing or other obligation of the Contractor and does not prohibit
15 enforcement by the County of any obligation on any other occasion.
16 11.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
17 between the Contractor and the County with respect to the subject matter of this Agreement,
18 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
19 publications, and understandings of any nature unless those things are expressly included in
20 this Agreement. If there is any inconsistency between the terms of this Agreement without its
21 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
22 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
23 exhibits.
24 11.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
25 create any rights or obligations for any person or entity except for the parties.
26 11.13 Authorized Signature. The Contractor represents and warrants to the County that:
27 (A) The Contractor is duly authorized and empowered to sign and perform its
28 obligations under this Agreement.
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1 (B) The individual signing this Agreement on behalf of the Contractor is duly
2 authorized to do so and his or her signature on this Agreement legally binds the
3 Contractor to the terms of this Agreement.
4 11.14 Electronic Signatures. The parties agree that this Agreement maybe executed by
5 electronic signature as provided in this section.
6 (A)An "electronic signature" means any symbol or process intended by an individual
7 signing this Agreement to represent their signature, including but not limited to (1) a
8 digital signature; (2) a faxed version of an original handwritten signature; or(3) an
9 electronically scanned and transmitted (for example by PDF document) version of an
10 original handwritten signature.
11 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
12 equivalent to a valid original handwritten signature of the person signing this Agreement
13 for all purposes, including but not limited to evidentiary proof in any administrative or
14 judicial proceeding, and (2) has the same force and effect as the valid original
15 handwritten signature of that person.
16 (C)The provisions of this section satisfy the requirements of Civil Code section
17 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
18 Part 2, Title 2.5, beginning with section 1633.1).
19 (D) Each party using a digital signature represents that it has undertaken and
20 satisfied the requirements of Government Code section 16.5, subdivision (a),
21 paragraphs (1)through (5), and agrees that each other party may rely upon that
22 representation.
23 (E) This Agreement is not conditioned upon the parties conducting the transactions
24 under it by electronic means and either party may sign this Agreement with an original
25 handwritten signature.
26 11.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
27 original, and all of which together constitute this Agreement.
28 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
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NOBLE FEDERAL CREDIT UNION COUNTY OF FRESNO
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5 Gin ayanan/ Manuel Villanova
President/CEO Deputy Director
6 2550 W. Shaw Lane 333 W. Pontiac Way 3/6/2024
Fresno, CA 93711 Clovis, CA 93612
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Exhibit A
1 Scope of Services
2 Contractor shall provide financial education opportunities for the County of Fresno
3 employees at local County facilities. This will take the form of Lunch and Learns throughout the
4 year. Contractor shall coordinate and schedule financial education opportunities with the office
5 of the Fresno County Human Resources: Benefits Manager.
6 Contractor will provide information for the County of Fresno employees about the
7 benefits of Credit Union membership with Contractor. This will take the form of participation in
8 events like benefit fairs, New Employee Orientation, Lobby Days, and other similar events.
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