HomeMy WebLinkAboutAgreement A-24-195 with WUSD.pdf Agreement No. 24-195
1 AGREEMENT
2 This Agreement("Agreement") is dated April 23, 2024 and is between County of
3 Fresno, a political subdivision of the State of California, hereinafter referred to as "County,"and
4 Washington Unified School District, a public school district,whose address is 7950 S. Elm
5 Avenue, Fresno, CA, 93706, hereinafter referred to as "WUSD." County and WUSD may be
6 collectively referred to herein as"Parties"or in the singular as "Party."
7 Recitals
8 A. WUSD desires to secure law enforcement services from the County, through the Fresno
9 County Sheriff's Office, at the following two (2)Washington Unified School District sites: 1.
10 American Union Elementary School, 2801 W. Adams Avenue, Fresno, CA, 93706, 2.
11 Washington Union High School, 6041 S. Elm Avenue, Fresno, CA, 93706, (collectively referred
12 to herein as the "Premises"); and
13 B. County is willing to provide such law enforcement services at the Premises at the rates
14 and under the terms and conditions herein set forth.
15 The parties therefore agree as follows:
16 Article 1
17 Services Provided by County
18 1.1 Scope of Services. The County shall perform all of the services provided in Exhibit
19 A to this Agreement, titled "Scope of Services."
20 1.2 Representation. The County represents that it is qualified, ready, willing, and able to
21 perform all of the services provided in this Agreement.
22 1.3 Compliance with Laws.The County shall, at its own cost, comply with all applicable
23 federal, state, and local laws and regulations in the performance of its obligations under this
24 Agreement, including but not limited to workers compensation, labor, and confidentiality laws
25 and regulations.
26 Article 2
27 County's Responsibilities
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1 2.1 General Law Enforcement Services: County agrees its Sheriffs Office will provide,
2 within the limitations of this Agreement, law enforcement services consisting of the provision of
3 one Deputy Sheriff, as set forth in Exhibit A,for up to 2,080 hours of services at the Premises
4 for each school year. Duties to be performed by the Deputy Sheriff include intervention,
5 prevention, education, and law enforcement activities at the Premises during normal school
6 hours and operations, between August and mid-July of every year(collectively, "General Law
7 Enforcement Services").
8 2.2 The performance of General Law Enforcement Services, including the standards of
9 performance, the discipline of officers, and all other matters incident to the performance of law
10 enforcement services and the control of law enforcement personnel shall be the right and
11 responsibility of County. In the case of dispute between the Parties as to the extent, duties, or to
12 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 WUSD shall pay County the cost of performing General Law Enforcement Services
18 at the Premises, as set forth in Section1.A, above, at the applicable rate for such services, as
19 delineated in Exhibit B.WUSD will compensate County for a total of 2,080 hours of General Law
20 Enforcement Services each school year for the term of this Agreement, to be paid in eleven (11)
21 equal monthly payments. The total hours for the school year may change before the school
22 term, upon written approval of both parties no later than thirty (30)days prior to the beginning of
23 the school term. WUSD agrees to pay, and the County agrees to receive, compensation for the
24 performance of its services under this Agreement as described in Exhibit B to this Agreement,
25 titled "Compensation."The estimated cost for the five consecutive years, which may increase
26 but is not limited to an estimated 10% each fiscal year, is as follows:
27 2023-2024 567.27 hours @ $135.04/hour=$76,604.14
28 2024-2025 2,080 hours @ $148.54 = $308,963
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1 2025-2026 2,080 hours @ $163.40 = $339,872
2 2026-2027 2,080 hours @ $179.74 = $373,859
3 2027-2028 2,080 hours @$197.71 = $411,237
4 3.2 WUSD shall pay County the one-time startup and vehicle cost for law enforcement
5 ervices for the WUSD Premises in a lump sum of eighty-seven thousand, five hundred dollars
6 $87,500)thirty (30) days after the execution of this Agreement, as detailed in Exhibit B.
7 3.3 Maximum Compensation. The maximum compensation payable to the County
8 inder this Agreement if extended for two additional years under section 4.2 shall not exceed
9 1,598,035.14. WUSD acknowledges that the County is a local government entity and does so
10 with notice that the County's powers are limited by the California Constitution and by State law.
11 The County acknowledges that WUSD employees have no authority to pay the County except
12 s expressly provided in this Agreement. As indicated in'Exhibit A, the hourly rates to be
13 charged by County are the rates set forth in the County's Master Schedule of Fees, Charges,
14 Ind Recovered Costs, Section 2609, subdivision (a), for Regular(i.e. General Law Enforcement
15Services) and Overtime (i.e. Special Law Enforcement Services) rates, in place at the time the
16 services are provided. The parties further agree that if and when the Master Schedule of Fees,
17 1 harges and Recovered Costs, Section 2609, subdivision (a), is amended, changed, or revised,
18 in any way that changes the rates being charged for the services identified in this Agreement,
19 Isuch amended, changed or revised rates will automatically and without any notice to WUSD be
20 Incorporated into this Agreement, replacing any contrary or conflicting rates, from the effective
21 ate of the amendment, change, or revision in the rate(s), and will become the new rate to be
22 Daid b WUSD to Count for services provided, from the effective date of the rate change
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23 1 forward. The parties acknowledge that the County's Master Schedule of Fees, Charges, and
24 Recovered Costs is subject to change.
25 3.4 Invoices. County shall submit monthly invoices to the WUSD, and WUSD shall pay
26 County within 30 calendar days of receipt of any such invoice. At the expiration or termination of
27 his Agreement, County may, in the discretion of Sheriff or her or his designee, submit a final
28 i invoice for all amounts then unpaid, including any remaining, unpaid portion of the 2,080 hours
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1 of General Law Enforcement Services, and WUSD shall pay amount of this final invoice within
2 30 days of receipt thereof. County shall submit each invoice within 30 days after the month in
3 which County performs services and in any case within 60 days after the end of the term or
4 termination of this Agreement.
5 3.5 Payment. WUSD shall pay each correctly completed and timely submitted invoice
6 within 30 days after receipt. Any payment made more than 30 days after receipt of an invoice
7 may result in contract termination of service reduction, in the sole discretion of the Sheriff's
8 Office, without any penalty or recourse against County. WUSD shall remit payments to the
9 County's address specified in the invoice.
10 3.6 Incidental Expenses. The County is solely responsible for all of its costs and
11 expenses that are not specified as payable by the County under this Agreement.
12 Article 4
13 Term of Agreement
14 4.1 Term. This Agreement shall be effective April 23, 2024, and terminates on June 30,
15 2026, except as provided in section 4.2, "Extension," or Article 6, "Termination and
16 Suspension," below.
17 4.2 Extension. The term of this Agreement may be extended for two (2) additional
18 consecutive twelve (12) months periods upon written approval of both parties no later than thirty
19 (30) days prior to the first day of the next twelve (12) month extension period. The Sheriff or her
20 or his designee is authorized to execute such written approval on behalf of County based on
21 WUSD's satisfactory performance. The extension of this Agreement by the County and WUSD
22 are not a waiver or compromise of any default or breach of this Agreement by WUSD existing at
23 the time of the extension whether or not known to the County.
24 Article 5
25 Notices
26 5.1 Contact Information. The persons and their addresses having authority to give and
27 receive notices provided for or permitted under this Agreement include the following:
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For the County:
2 Sheriff-Coroner-Public Administrator
County of Fresno
3 2200 Fresno Street
Fresno, CA 93721
4 Sheriff.Payables@fresnosheriff.org
Fax: 559-488-3699
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For the WUSD:
6 Superintendent
Randy Morris
7 7950 S. Elm Avenue
Fresno, CA, 93706
8 randy.morris@wusd.ws
Fax: 559-890-2879
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5.2 Change of Contact Information. Either party may change the information in section
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5.1 by giving notice as provided in section 5.3.
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5.3 Method of Delivery. Each notice between the County and WUSD provided for or
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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
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16 Document Format (PDF)document attached to an email.
(A) A notice delivered by personal service is effective upon service to the recipient.
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(B) A notice delivered by first-class United States mail is effective three County
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business days after deposit in the United States mail, postage prepaid, addressed to the
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recipient.
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(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
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the recipient.
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(D)A notice delivered by telephonic facsimile transmission or by PDF document
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I attached to an email is effective when transmission to the recipient is completed (but, if
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such transmission is completed outside of County business hours, then such delivery is
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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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1 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
2 nothing in this Agreement establishes, waives, or modifies any claims presentation
3 requirements or procedures provided by law, including the Government Claims Act(Division 3.6
4 i of Title 1 of the Government Code, beginning with section 810).
5 Article 6
6 Termination and Suspension
7 I 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
8 contingent on the approval of funds by the appropriating government agency. If sufficient funds
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9 are not allocated, then the County, upon at least 30 days' advance written notice to WUSD,
10 may:
11 (A) Modify the services provided by the County under this Agreement; or
12 (B) Terminate this Agreement.
13 6.2 Termination for Breach.
14 (A) Upon determining that a breach (as defined in paragraph (C) below) has
15 occurred, the County may give written notice of the breach to WUSD. The written notice
16 may suspend performance under this Agreement, and must provide at least 30 days for
17 WUSD to cure the breach.
18 '' (B) If WUSD fails to cure the breach to the County's satisfaction within the time
19 stated in the written notice,the County may terminate this Agreement immediately.
20 (C) For purposes of this section, a breach occurs when, in the determination of the
21 County, WUSD has:
22 (1) Obtained or used funds illegally or improperly;
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23 (2) Failed to comply with any part of this Agreement;
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24 (3) Submitted a substantially incorrect or incomplete report to the County; or
25 (4) Improperly performed any of its obligations under this Agreement.
26 6.3 Termination without Cause. In circumstances other than those set forth above,the
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27 County may terminate this Agreement by giving at least 30 days advance written notice to
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28 i WUSD.
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1 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
2 under this Article 6 is without penalty to or further obligation of the County.
3 Article 7
4 Independent Contractor
5 7.1 Status. In performance of the work, duties and obligations assumed by County
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6 under this Agreement, it is mutually understood and agreed that County, including any and all of
7 the County's officers, agents, and employees will at all times be acting and performing as an
8 independent contractor, and shall act in an independent capacity and not as an officer, agent,
9 servant, employee,joint venturer, partner, or associate of the WUSD. However, WUSD shall
10 j retain the right to administer this Agreement so as to verify that County is performing its
11 obligation in accordance with the terms and conditions thereof.
12 7.2 Verifying Performance. Furthermore, WUSD shall have no right to control or
13 supervise or direct the manner or method by which County shall perform its work and function.
14 WUSD and County shall comply with all applicable provisions of law and the rules and
15 regulations, if any, of governmental authorities having justification over matters the subject
16 thereof. WUSD has no right to control, supervise, or direct the manner or method of the
17 i County's performance under this Agreement, but WUSD may verify that the County is
18 performing according to the terms of this Agreement.
19 7.3 Benefits. The Parties shall be solely liable and responsible for providing to, or on
20 behalf of, their employees all legally-required employee benefits. In addition, Parties shall be
21 solely responsible and save the other Party harmless from all matters relating to payment of
22 I'each Party's employees, including Social Security withholding and all other regulations
23 governing such matters and have no right to employment rights or benefits available to the other
24 Party's employees.
25 7.4 Services to Others. The parties acknowledge that, during the term of this
26 Agreement, the County may provide services to others unrelated to the WUSD.
27 Article 8
28 Indemnity and Defense
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2 8.1 Indemnity.
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3 (A) WUSD shall indemnify, save, hold harmless, and at County's request, defend the
4 County, its officers, agents, and employees from any and all costs and expenses (including
5 , attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to
6 i County in connection with the performance, or failure to perform, by WUSD, its officers, agents,
7 or employees under this Agreement, and from any and all costs and expenses (including
8 attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any
9 person, firm, or corporation who may be injured or damaged by the performance, or failure to
10 perform, of WUSD, its officers, agents, or employees under this Agreement.
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11 f (B) County shall indemnify, save, hold harmless, and at WUSD's request, defend the
12 WUSD, its officers, agents, and employees from any and all costs and expenses (including
13 attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to
14 ; WUSD in connection with the performance, or failure to perform, by County, its officers, agents,
15 ; or employees under this Agreement, and from any and all costs and expenses (including
16 attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any
17 person, firm, or corporation who may be injured or damaged by the performance, or failure to
18 perform, of County, its officers, agents, or employees under this Agreement.
19 8.2 Survival. This Article 8 survives the termination or expiration of this Agreement.
20 Article 9
21 Insurance
22 9.1 WUSD and County shall each comply with all the insurance requirements in Exhibit
23 D to this Agreement.
24 Article 10
25 Inspections, Audits, and Public Records
26 10.1 Inspection of Documents. WUSD shall make available to the County, and the
27 County may examine at any time during business hours and as often as the County deems
28 necessary, all of WUSD's records and data with respect to the matters covered by this
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1 i Agreement, excluding attorney-client privileged communications. WUSD shall, upon request by
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2 the County, permit the County to audit and inspect all of such records and data to ensure
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3 WUSD's compliance with the terms of this Agreement.
4 10.2 State Audit Requirements. If the compensation to be paid by the County under this
5 Agreement exceeds $10,000, County is subject to the examination and audit of the California
6 State Auditor, as provided in Government Code section 8546.7, for a period of three years after
7 final payment under this Agreement. This section survives the termination of this Agreement.
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8 10.3 Public Records. The County is not limited in any manner with respect to its public
9 disclosure of this Agreement or any record or data that WUSD may provide to the County.The
10 County's public disclosure of this Agreement or any record or data that WUSD may provide to
11 the County may include but is not limited to the following:
12 (A) The County may voluntarily, or upon request by any member of the public or
13 governmental agency, disclose this Agreement to the public or such governmental
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14 agency.
15 (B) The County may voluntarily, or upon request by any member of the public or
16 governmental agency, disclose to the public or such governmental agency any record or
17 j data that WUSD may provide to the County, unless such disclosure is prohibited by
18 ! court order.
19 f (C)This Agreement, and any record or data that WUSD may provide to the County,
20 is subject to public disclosure under the Ralph M. Brown Act (California Government
21 Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
22 (D)This Agreement, and any record or data that WUSD may provide to the County,
23 is subject to public disclosure as a public record under the California Public Records Act
24 (California Government Code Section 7920.000 et. seq.) ("CPRA").
25 (E) This Agreement, and any record or data that WUSD may provide to the County,
26 is subject to public disclosure as information concerning the conduct of the people's
27 business of the State of California under California Constitution, Article 1, section 3,
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28 subdivision (b).
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I (F) Any marking of confidentiality or restricted access upon or otherwise made with
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2 respect to any record or data that WUSD may provide to the County shall be
3 disregarded and have no effect on the County's right or duty to disclose to the public or
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4 governmental agency any such record or data.
5 10.4 Public Records Act Requests. If the County receives a written or oral request
6 under the CPRA to publicly disclose any record that is in WUSD's possession or control, and
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7 ! which the County has a right, under any provision of this Agreement or applicable law, to
8 possess or control, then the County may demand, in writing, that WUSD deliver to the County,
9 for purposes of public disclosure, the requested records that may be in the possession or
10 control of WUSD. Within five business days after the County's demand, WUSD shall (a)deliver
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11 to the County all of the requested records that are in WUSD's possession or control, together
12 with a written statement that WUSD, after conducting a diligent search, has produced all
13 requested records that are in WUSD's possession or control, or(b) provide to the County a
14 written statement that WUSD, after conducting a diligent search, does not possess or control
15 any of the requested records. WUSD shall cooperate with the County with respect to any
16 County demand for such records. If WUSD wishes to assert that any specific record or data is
17 exempt from disclosure under the CPRA or other applicable law, it must deliver the record or
18 data to the County and assert the exemption by citation to specific legal authority within the
19 written statement that it provides to the County under this section. WUSD's assertion of any
20 exemption from disclosure is not binding on the County, but the County will give at least 10
21 days' advance written notice to WUSD before disclosing any record subject to WUSD's
22 assertion of exemption from disclosure. WUSD shall indemnify the County for any court-ordered
23 award of costs or attorney's fees under the CPRA that results from WUSD's delay, claim of
24 exemption, failure to produce any such records, or failure to cooperate with the County with
25 respect to any County demand for any such records.
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26 Article 11
27 Disclosure of Self-Dealing Transactions
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1 11.1 Applicability. This Article 11 applies if WUSD is operating as a corporation, or
2 changes its status to operate as a corporation.
3 11.2 Duty to Disclose. If any member of WUSD's board of directors is party to a self-
4 dealing transaction, he or she shall disclose the transaction by completing and signing a "Self-
5 Dealing Transaction Disclosure Form" (Exhibit C to this Agreement)and submitting it to the
6 County before commencing the transaction or immediately after.
7 11.3 Definition. "Self-dealing transaction" means a transaction to which WUSD is a party
8 and in which one or more of its directors, as an individual, has a material financial interest.
9 Article 12
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10 General Terms
11 12.1 Modification.Any matters of this Agreement may be modified from time to time by
12 the written consent of all the parties without, in any way, affective the remainder. Except as
13 provided in Article 6, "Termination and Suspension,"this Agreement may not be modified, and
14 no waiver is effective, except by written agreement signed by both parties. WUSD
15 acknowledges that County employees have no authority to modify this Agreement except as
16 expressly provided in this Agreement.
17 12.2 Gaon-Assignment. Neither party may assign its rights or delegate its obligations
18 under this Agreement without the prior written consent of the other party.
19 12.3 Governing Law. The laws of the State of California govern all matters arising from
20 or related to this Agreement.
21 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
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22 County, California. WUSD consents to California jurisdiction for actions arising from or related to
23 this Agreement, and, subject to the Government Claims Act, all such actions must be brought
24 and maintained in Fresno County.
25 12.5 Construction. The final form of this Agreement is the result of the parties' combined
26 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
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27 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
28 i against either party.
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1 12.6 Days. Unless otherwise specified, "days" means calendar days.
2 12.7 Headings. The headings and section titles in this Agreement are for convenience
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3 only and are not part of this Agreement.
4 12.8 Severability. If anything in this Agreement is found by a court of competent
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5 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
6 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
7 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
8 intent.
9 12.9 Nondiscrimination. During the performance of this Agreement, WUSD shall not
10 unlawfully discriminate against any employee or applicant for employment, or recipient of
11 services, because of race, religious creed, color, national origin, ancestry, physical disability,
12 mental disability, medical condition, genetic information, marital status, sex, gender, gender
13 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
14 all applicable State of California and federal statutes and regulation.
15 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
16 of WUSD under this Agreement on any one or more occasions is not a waiver of performance of
17 any continuing or other obligation of WUSD and does not prohibit enforcement by the County of
18 any obligation on any other occasion.
19 12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
20 between WUSD and the County with respect to the subject matter of this Agreement, and it
21 supersedes all previous negotiations, proposals, commitments, writings, advertisements,
22 publications, and understandings of any nature unless those things are expressly included in
23 this Agreement. If there is any inconsistency between the terms of this Agreement without its
24 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
25 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
26 exhibits.
27 !i 12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
28 create any rights or obligations for any person or entity except for the parties.
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1 12.13 Authorized Signature. WUSD represents and warrants to the County that:
2 (A) WUSD is duly authorized and empowered to sign and perform its obligations
3 j under this Agreement.
4 (B) The individual signing this Agreement on behalf of WUSD is duly authorized to
5 do so and his or her signature on this Agreement legally binds WUSD to the terms of this
6 Agreement.
7 12.14 Electronic Signatures. The parties agree that this Agreement may be executed by
8 electronic signature as provided in this section.
9 (A) An "electronic signature" means any symbol or process intended by an individual
10 signing this Agreement to represent their signature, including but not limited to (1) a
11 digital signature; (2) a faxed version of an original handwritten signature; or(3)an
12 electronically scanned and transmitted (for example by PDF document)version of an
13 original 'handwritten signature.
14 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
15 equivalent to a valid original handwritten signature of the person signing this Agreement
16 for all purposes, including but not limited to evidentiary proof in any administrative or
17 judicial proceeding, and (2) has the same force and effect as the valid original
18 handwritten signature of that person.
19 (C)The provisions of this section satisfy the requirements of Civil Code section
20 1633.5, subdivision (b), in the Uniform Electronic Transaction Act(Civil Code, Division 3,
21 Part 2, Title 2.5, beginning with section 1633.1).
22 (D) Each party using a digital signature represents that it has undertaken and
23 satisfied the requirements of Government Code section 16.5, subdivision (a),
24 paragraphs (1)through (5), and agrees that each other party may rely upon that
25 representation.
26 (E) This Agreement is not conditioned upon the parties conducting the transactions
27 under it by electronic means and either party may sign this Agreement with an original
28 handwritten signature.
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1 12.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
2 original, and all of which together constitute this Agreement.
3 [SIGNATURE PAGE FOLLOWS]
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I I The parties are signing this Agreement on the date stated in the introductory clause.
2
WASHINGTON UNIFIED SCHOOL COUNTY OF FRESNO
3 DISTRICT
4 ••►f
5 G �� -'- `�, Nathan Magsig, Chairman of the Board of
Randy Morns, Superintenden Supervisors of the County of Fresno
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7950 S. Elm Avenue Attest:
7 Fresno, CA, 93706 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
9 '
By:
10 b6pufy
11 For accounting use only:
12 Org No.: 31116337
Account No.:4975
13 Fund No.: 0001
Subclass No.: 10000
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Exhibit A
1 Washington Unified School District
2 Sheriff-Coroner-Public Administrator, County of Fresno
3 Scope of Services
4 1 County will provide law enforcement services, through the Fresno County Sheriffs
5 Office, at the following two (2)Washington Unified School District sites: 1. American
6 Union Elementary School, 2801 W. Adams Avenue, Fresno, CA, 93706, 2. Washington
7 Union High School, 6041 S. Elm Avenue, Fresno, CA, 93706, at the then-current rate
8 (i.e. the rate listed at the time the service is provided) listed in the Master Schedules of
9 Fees Charges, and Recovered Costs, Section 2609, subdivision (a),for a Deputy Sheriff
10 III at the"Regular" hourly rate, per hour. WUSD acknowledges that these rates are
11 subject to change, as described in the Agreement. The total amount of the General Law
12 Enforcement Services to be provided and paid for, and the manner of invoicing, is
13 described in the Agreement.
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A-16
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
4 expressly provided in this Exhibit B, and as described in the Agreement.
5 o WUSD shall pay County the cost of performing General Law Enforcement Services at
6 the Premises, as set forth in Section 2.1 of the Agreement, at the applicable rate for
7 such services as delineated in Exhibit A. WUSD will compensate County for a total of
8 2,080 hours of General Law Enforcement Services each school year for the term of this
9 Agreement, to be paid over eleven (11) equal monthly payments. The total hours for the
10 school year may be changed before the school term, upon written approval of both
11 parties no later than thirty(30) days prior to the beginning of the school term.
12 o As indicated in Exhibit A, the hourly rates to be charged by County, and subsequently
13 paid by WUSD, are the rates set forth in the County's Master Schedule of Fees,
14 Charges, and Recovered Costs, Section 2609, subdivision (a),for Regular(i.e. General
15 Law Enforcement Service) and Overtime (i.e. Special Law Enforcement Services) rates,
16 in place at the time the services are provided. The parties further agree that if and when
17 the Master of Schedule of Fees, Charges and Recovered Costs, Section 2609,
18 subdivision (a), is amended, changed, or revised, in any way that changes the rates
19 being charged for the services identified in this Agreement, such amended, changed, or
20 revised the rates being charged for the services identified in this Agreement, such
21 amended, changed, or revised rate will automatically and without any notice to WUSD
22 be incorporated into this Agreement, replacing any contrary or conflicting rate, from the
23 effective date of the amendment, change, or revision in the rate(s), and will become the
24 new rate to be paid by WUSD for services provided, from the effective date of the rate
25 charge forward. The parties acknowledge that the County's Master Schedule of Fees,
26 Charges, and Recovered Costs is subject to change.
27 o County shall submit monthly invoices to WUSD and WUSD shall pay County within thirty
28 (30) calendar days of receipt of any such invoice. At the expiration of termination of this
B-17
Exhibit B
1 Agreement, County may, in the discretion of Sheriff or Sheriffs designee, submit a final
2 invoice for all amounts unpaid and earned, including any remaining, unpaid portion of
3 the 2,080 hours of General Law Enforcement Services, and WUSD shall pay the full
4 amount of this final invoice with thirty (30) days of receipt thereof. Any payment made
5 more than 30 days after receipt of an invoice may result in termination of this Agreement
6 or service reduction, in the sole discretion of the Fresno County Sheriffs Office, without
7 any penalty or recourse against County.
8 WUSD agrees to pay County the one-time startup and vehicle cost for law enforcement
9 services for the WUSD Premises in a lump sum of eighty-seven thousand, five hundred
10 dollars ($87,500)thirty (30) days after the execution of this Agreement, and County will
1 1 submit invoice to WUSD for the one-time startup and vehicle cost, to be paid in thirty
12 (30) days, as follows:
13 A. One Patrol Vehicle (Vehicle, Upfitting Computer, and Radio)$81,000
14 B. Equipment, Background, Polygraph, Psych Eval $6,500
15 Total Startup Costs $87,500
16
17 Contaci for Invoices. The persons and their addresses having authority to give and receive
18 invoices provided for or permitted under this Agreement include the following:
19
For the County:
20 Sheriff's Business Office
County of Fresno
211 2200 Fresno Street
Fresno, CA 93721
22 Sheriff.Payables@fresnosheriff.org
=ax: 559-600-8318
23
For the WUSD:
24 Accounts Payable
7950 S. Elm Avenue
25 Fresno, CA, 93706
accountspayable(aD_wusd.ws (Accounts Payable)
26 cvaz(a)wusd.ws (Chris Vaz)
27
28
B-18
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-19
Exhibit C
(1) Company Board Member Information:
Name: I 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-20
Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from WUSD or any third parties,
WUSD, 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. WUSD 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 WUSD'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)WUSD shall
maintain the policy and provide to the County annual evidence of insurance for not less
:liar: ive 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
',NUSD shall purchase extended reporting coverage on its claims-made policy for a
rninimuim 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 WUSD 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. Addidonai Requirements
(A) Ve;rh ica,tion of Coverage. Within 30 days after WUSD signs this Agreement, and at any
time during the term of this Agreement as requested by the County's Risk Manager or
Me County Administrative Office, WUSD shall deliver, or cause its broker or producer to
eliver, -`o the County Risk Manager, at 2220 Tulare Street, 16th Floor, Fresno,
California 93721, or HRRiskManagement@fresnocountyca.gov, and by mail or email to
D-21
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)WUSD
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 WUSD'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
�vhich services began under this Agreement.
(v) The technology professional liability insurance certificate must also state that
coverage encompasses all of WUSD'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 WUSD.
(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, VVUSD 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,
WUSD snail, or shall cause the insurer to, provide written notice to the County not less
10 _�ays in advance of cancellation. For cancellation of the policy for any other
D-22
Exhibit D
reason, and for any other change to the policy, WUSD 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 WUSD 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 WUSD 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, WUSD 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 hat have such broader coverage, higher limits, or both, as required under
-his Agr--e,ner:t.
(E) Waiver of Subrogation. WUSD 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. WUSD is solely responsible to
obtain any policy endorsement that may be necessary to accomplish that waiver, but
WUSD's waiver of subrogation under this paragraph is effective whether or not WUSD
o'.,tGins such an endorsement.
(F) Courty's Remedy for WILISD's Failure to Maintain. If WUSD 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 WUSD. The County may offset such charges against any
amo :nts ov✓ed by the County to WUSD under this Agreement.
(G)Subcontractors. WUSD shall require and verify that all subcontractors used by WUSD
to provide services under this Agreement maintain insurance meeting all insurance
requirements provided in this Agreement. This paragraph does not authorize WUSD to
provide services under this Agreement using subcontractors.
D-23