HomeMy WebLinkAboutRecWild Funding Agreement_Critter Creek.pdf 1 AGREEMENT
2 This Agreement, is dated_ ik d` and is by and between
3 the County of Fresno, a political Subdivision of the State of California, hereinafter
4 referred to as "County„ and Critter Creek Wildlife Station,
-I-In , n1 600 ('111%int , a non-profit corporation,
5 36710 Sand Creek Rd. , Squaw Valley f CA 93675
6 hereinafter called "Contractor".
7 WHEREAS, the Board of Supervisors at the request of Public Works and
8 Planning staff and in concurrence with the Recreation and Wildlife Commission have
9 approved funds in the County's Fish and Game Fine monies pursuant to California
10 Fish and Game Code Sections 13000 et seq., as per Fresno County Recreation and
11 Wildlife Commission FY 2024.2025 application; and
12 WHEREAS, the Contractor is qualified and willing to perform all of the
13 services detailed herein below.
14 NOW, THEREFORE, it is agreed by both parties as follows:
15 1. CONTRACTOR'S OBLIGATIONS: Contractor shall be
16 responsible to purchase supplies, materials, and equipment to accomplish projects
17 and to complete such projects as provided in the Fresno County Recreation and
18 Wildlife Commission FY 2024_2025 application submitted by Contractor, attached
19 hereto as Attachment"A"and incorporated herein by this reference.
20 2. TERM: This Agreement shall be effective, and the service
21 described above shall be performed as of the date the Agreement is executed by the
22 County through June 30, 20 25.
23 3. FEE: The County agrees to pay Contractor and
24 Contractor agrees to perform the services for three thousand and 00/100
25 ($3,000 .00) Dollars. The funds are estimates only; cost per area or line item may
26 vary. However, in no event shall the total service fee paid under this Agreement
27 exceed three thousand and 00/100 ($ 3,000 00) Dollars.
28 4. PAYMENTS: The County will make reimbursement payments
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1 upon presentation of a valid invoice. Invoice shall be on Contractor's letterhead,
2 accompanied by documentation substantiating purchase of materials and supplies to
3 complete project. County shall make payment to Contractor within forty-five (45) days
4 after receipt of invoice by County.
5 5. INVOICING: Invoicing shall be in duplicate to: Fresno County
6 Parks, Resources Manager, 2220 Tulare St. 6th Floor, Fresno, CA 93721..
7 6. TERMINATION:
8 A. Non-Allocation of Funds—The terms of this Agreement,
9 and the services to be provided thereunder, are contingent upon the approval of funds
10 by the appropriating governmental agency. Should sufficient funds not be allocated,
11 the services provided may be modified, or this Agreement terminated, at anytime by
12 giving the Contractor thirty (30)days advance written notice.
13 B. Breach of Contract—The County may immediately
14 suspend or terminate this Agreement in whole or in part, where in the determination of
15 the County there is:
16 1) An illegal or improper use of funds;
17 2) A failure to comply with any term of this Agreement;
18 3) A substantially incorrect or incomplete report submitted to the
19 County;
20 4) Improperly performed service.
21 in no event shall any payment by the County constitute a waiver by the
22 County of any breach of this Agreement or any default which may then exist on the
23 part of the Contractor. Neither shall such payment impair or prejudice any remedy
24 available to the County with respect to the breach or default. The County shall have
25 the right to demand of the Contractor the repayment to the County of any funds
26 disbursed to the Contractor under this Agreement, which in the judgement of the
27 County were not expended in accordance with the terms of this Agreement. The
28 Contractor shall promptly refund any such funds upon demand.
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I C. Without Cause: Under circumstances other than those set
2 forth above, this Agreement may be terminated by County or Contractor upon the
3 giving of thirty(30) days advance written notice of an intention to terminate to the other
4 party.
5 7. CQMPLIANCE WITH LAWS: Contractor shall comply with
6 all federal, state and local laws, ordinances and regulations applicable to the activities
7 covered by this Agreement.
8 8. INDEPENDENT CONTRACTOR: In performance of the work,
9 duties and obligations assumed by Contractor under this Agreement, it is mutually
10 understood and agreed that Contractor, including any and all of the Contractor's
11 officers, agents, and employees will at all times be acting and performing as an
12 independent contractor, and shall act in an independent capacity and not as an officer,
13 agent, servant, employee,joint venturer, partner, or associate of the County.
14 Furthermore, County shall have no right to control or supervise or direct the manner or
15 method by which Contractor shall perform its work and function. However, County
16 shall retain the right to administer this Agreement so as to verify that Contractor is
17 performing its obligations in accordance with the terms and conditions thereof.
18 Contractor and County shall comply with all applicable provisions of law and the rules
19 and regulations, if any, of governmental authorities having jurisdiction over matters the
20 subject thereof.
21 Because of its status as an independent contractor, Contractor shall
22 have absolutely no right to employment rights and benefits available to County
23 employees. Contractor shall be solely liable and responsible for providing to, or on
24 behalf of, its employees all legally required employee benefits. In addition, Contractor
25 shall be solely responsible and save County harmless from all matters relating to
26 payment of Contractor's employees, including compliance with Social Security
27 withholding and all other regulations governing such matters. it is acknowledged that
28 during the term of this Agreement, Contractor may be providing services to others
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1 unrelated to the County or to this Agreement.
2 9. MODIFICATION: Any matters of this Agreement may be modified
3 from time to time by the written consent of all the parties without, in any way, affecting
4 the remainder.
5 10. ASSIGNMENT: Neither party shall assign, transfer or
6 subcontract this Agreement nor their rights.or duties under this Agreement without the.
7 prior written consent of the other party.
8 11. INDEMNITY: The Contractor shall indemnify and hold harmless
9 and defend the County (including its officers, agents, employees, and volunteers)
10 against all claims, demands, injuries, damages, costs, expenses (including attorney
11 fees and costs), fines, penalties, and liabilities of any kind to the County, the
12 Contractor, or any third party that arise from or relate to the performance or failure to
13 perform by the Contractor(or any of its officers, agents, subcontractors, or employees)
14 under this Agreement. The County may conduct or participate in its own defense
15 without affecting the Contractor's obligation to indemnify and hold harmless or defend
16 the County.
17 A. Survival: This section 11 survives the termination of this
18 Agreement.
19 12. INSURANCE Without limiting the County's right to obtain
20 indemnification from Contractor or any third parties, Contractor, at its sole expense,
21 shall maintain in full force and effect the following insurance policies throughout the
22 term of this Agreement:
23 A. Commercial General Liability: Commercial general liability
24 insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence
25 and an annual aggregate of Four Million Dollars ($4,000,000). This policy must be
26 issued on a per occurrence basis. Coverage must include products, completed
27 operations, property damage, bodily injury, personal injury, and advertising injury. The
28 Contractor shall obtain an endorsement to this policy naming the County of Fresno, its
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1 officers, agents, employees, and volunteers, individually and collectively, as additional
2 insureds, but only insofar as the operations under this Agreement are concerned.
3 Such coverage for additional insureds will apply as primary insurance and any other
4 insurance, or self-insurance, maintained by the County is excess only and not
5 contributing with insurance provided under the Contractor's policy.
6 B. Automobile Liability: Automobile liability insurance with-
7 limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury
8 and for property damages. Coverage must include any auto used in connection with
9 this Agreement.
10 C. Workers Compensation: Workers compensation insurance
11 as required by the laws of the State of California with statutory limits.
12 D. Additional Requirements:
13 Verification of Coverage. Prior to commencement of
14 services, and at any time during the term of this Agreement as requested by County,
15 the Contractor shall deliver, or cause its broker or producer to deliver, to the County
16 Parks Manager, at 2220 Tulare Street, 6th Floor, Fresno, California 93721, or
17 cbernal rfresnocountyca.gov, and by mail or email to the person identified to receive
18 notices under this Agreement, certificates of insurance and endorsements for all of the
19 coverages required under this-Agreement.
20 a. Acceptability of insurers. All insurance policies
21 required under this Agreement must be issued by admitted insurers licensed to do
22 business in the State of California and possessing at all times during the term of this
23 Agreement an A.M. Best, Inc. rating of no less than A-: VI1.
24 b. Notice of Cancellation or Change. For each
25 insurance policy required under this Agreement, the Contractor shall provide to the
26 County, or ensure that the policy requires the insurer to provide to the County, written
27 notice of any cancellation or change in the policy as required in this paragraph. For
28 cancellation of the policy for nonpayment of premium, the Contractor shall, or shall
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1 cause the insurer to, provide written notice to the County not less than 10 days in
2 advance of cancellation. For cancellation of the policy for any other reason, and for
3 any other change to the policy, the Contractor shall, or shall cause the insurer to,
4 provide written notice to the County not less than 30 days in advance of cancellation or
5 change. The County in its sole discretion may determine that the failure of the
6 Contractor or its insurer to timely provide a written notice required by this paragraph is
7 a breach of this Agreement.
8 C, County's Entitlement to Greater Coverage. If the
9 Contractor has or obtains insurance with broader coverage, higher limits, or both, than
10 what is required under this Agreement, then the County requires and is entitled to the
11 broader coverage, higher limits, or both. To that end, the Contractor shall deliver, or
12 cause its broker or producer to deliver, to the County's Risk Manager certificates of
13 insurance and endorsements for all of the coverages that have such broader
14 coverage, higher limits, or both, as required under this Agreement.
15 d. Waiver of Subrogation. The Contractor waives any
16 right to recover from the County, its officers, agents, employees, and volunteers any
17 amounts paid under any insurance required by this Agreement. The Contractor is
18 solely responsible to obtain any policy endorsement that may be necessary to
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accomplish that waiver, but the Contractor's waiver of subrogation under this
20 paragraph is effective whether or not the Contractor obtains such an endorsement.
21 e. County's Remedy for Contractor's Failure to
22 Maln' tain. If the Contractor fails to keep in effect at all times any insurance coverage
23 required under this Agreement, the County may, in addition to any other remedies it
24 may have, suspend or terminate this Agreement upon the occurrence of that failure.
25 13. AUDITS, INSPECTIONS, AND PUBLIC RECORDS:
26 13.1 The Contractor shall at any time during business hours, and as often as the
27 County.may deem necessary, make available to the County for examination all of its
28 records and date with respect to the matters covered by this Agreement. The
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1 Contractor shall, upon request by the County, permit the County to audit and inspect
2 all of such records and data necessary to ensure Contractor's compliance with the
3 terms of this Agreement.
4 13.2 If this Agreement exceeds Ten Thousand ($10,000) Dollars, Contractor shall be
5 subject to the examination and audit of the Auditor General for a period of three (3)
6 years after the final payment under contract(Government Code Section 8546.7. ).
7 13.3 The Count is not limited in any manner with respect to its public disclosure of
8 this Agreement or any record or data that the Contractor may provide to the County.
9 The County's public disclosure of this Agreement or any record or data that the
10 Contractor may provide to the County may include but is not limited to the following:
11 A. The County may voluntarily, or upon request by any member of the public or
12 governmental agency, disclose this Agreement to the public or such governmental
13 agency.
14 B. The County may voluntarily, or upon request by any member of the public or
15 governmental agency, disclose to the public or such governmental agency any record
16 or data that the Contractor may provide to the County, unless such disclosure is
17 prohibited by court order.
18 C. This Agreement, and any record or data that the Contractor may provide to
19 the County, is subject to public disclosure under the Ralph M. Brown Act(California
20 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section
21 54950).
22 D. This Agreement, and any record or data that the Contractor may provide to
23 the County, is subject to public disclosure as a public record under the California
24 Public Records Act(California Government Code, Title 1, Division 10, Chapter 1,
25 beginning with section 7920.000) ("CPRA").
26 E. This Agreement, and any record or data that the Contractor may provide to
27 the County, is subject to public disclosure as information concerning the conduct of the
28 people's business of the State of California under California Constitution, Article 1,
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1 section 3, subdivision (b).'
2 F. Any marking of confidentiality or restricted access upon or otherwise made
3 with respect to any record or data that the Contractor may provide to the County shall
4 be disregarded and have no effect on the County's right or duty to disclose to the
5 public or governmental agency any such record or data.
6 13.4 Public Records Act Requests. If the County receives a written or oral request
7 under the CPRA to publicly disclose any record that is in the Contractor's possession
8 or control, and which the County has a right, under any provisions of this Agreement or
9 applicable law, to possess or control, then the County may demand, in writing, that the
10 Contractor deliver to the County, for purposes of public disclosure, the requested
11 records that may be in the possession or control of the Contactor. Within five(5)
12 business days after the County's demand, the Contractor shall (a) deliver to the
13 County all of the requested records that are in the Contractor's possession or control,
14 together with a written statement that the Contractor, after conducting a diligent
15 search, has produced all requested records that are in the Contractor's possession or
16 control, or (b) provide to the County a written statement that the Contractor, after
17 conducting a diligent search, does not possess or control any of the requested
18 *records. The Contractor shall cooperate with the County with respect to any County
19 demand for such records. If the Contractor wishes to assert that any specific record or
20 data is exempt from disclosure under the CPRA or other applicable law, it must deliver
21 the record or data to the County and assert the exemption by citation to specific legal
22 authority within the written statement that it provides to the County under this section.
23 The Contractor's assertion of any exemption from disclosure is not binding on the
24 County, but the County will give at least ten (10) days' advance written notice to the
25 Contractor before disclosing any record subject to the Contractors assertion of
26 exemption from disclosure. The Contractor shall indemnify the County for any court-
27 ordered aware of costs or attorney's fees under the CPRA that results from the
28 Contractor's delay, claim of exemption, failure to produce any such records, or failure
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I 'to cooperate with the County with respect to any County demand' for such records,
2 14. NOTICES: The persons and their addresses having authority to
3 give or receive notices under this Agreement include the following:
4 Countvqf Fresno Contractor
5
Resources Manager I ouise Culver
6 Department of Public Works Critter Creek Wildlife Station
7 and Planning 36710 Sand Creek Rd
2220 Tulare St. 6th Floor Sauaw Valley. CA93675
8 Fresno, CA 93721 559-388-2415
(559) 600-3004
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10 Any and all notices between the County and the Contractor
I I provided for or permitted under this Agreement or by law shall be in writing,state that
12 it is a notice provided under this Agreement, and be delivered either by personal
13 service, by telephonic facsimile transmission, or by Portable Document Format(PDF)
document attached to an email.
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A. A notice delivered by personal service is effective upon service
15 to the recipient.
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B. A notice delivered by first-class United States mail is effective
17 three (3) County business days after deposit in the United States mail, postage
18 prepaid, addressed to the recipient.
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C. A notice delivered by an overnight commercial courier services
20 is effective one (1) County business day after deposit with the overnight commercial
21 courier service, delivery fees prepaid, with delivery instruction prepaid, with delivery
22 instructions given for next day delivery, addressed to the recipient.
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24 D. A notice delivered by telephonic facsimile transmission or by
25 PDF document attached to an email is effective when transmission to the recipient is
completed (but, if such transmission is completed outside of County business hours,
26 then such delivery is deemed to be effective at the next beginning of a County
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28 business day), provided that the sender maintains a machine record of the completed
transmission.
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1 15. GOVERNING LAW: Venue for any action arising out of or related
2 to this Agreement shall only be in Fresno County, California.
3 The rights and obligations of the parties and all interpretation and
4 performance of this Agreement shall be governed in all respects by the law of the
5 State of California.
6 16. ELECTRONIC SIGNATURES: The parties agree that this
7 Agreement may be executed by electronic signature as provided in this section.An
8 "electronic signature" means any symbol or process intended by an individual signing
9 this Agreement to represent their signature, including but not limited to (1) a digital
10 signature; (2) a faxed version of an original handwritten signature; or(3) an
11 electronically scanned and transmitted (for example by PDF document)of a
12 handwritten signature. Each electronic signature affixed or attached to this Agreement
13 (1) is deemed equivalent to a valid original handwritten signature of the person signing
14 this Agreement for all purposes, including but not limited to evidentiary proof in any
15 administrative or judicial proceeding, and (2) has the same force and effect as the
16 valid original handwritten signature of that person. The provisions of this section satisfy
17 the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform
18 Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with
1.9 section 1633.1). Each party using a digital signature represents that it has undertaken
20 and 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. This Agreement is not conditioned upon the parties conducting the
23 transactions under it by electronic means and either party may sign this Agreement
24 with an original handwritten signature.
25 17. ENTIRE AGREEMENT: This Agreement constitutes the entire
26 agreement between the Contractor and County with respect to the subject matter
27 thereof and supersedes all previous Agreement negotiations, proposals, commitments,
28 writings, advertisements, publications, and understanding of any nature whatsoever
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1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
2 of the day and year first hereinabove written,
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4 CONTRACTOR COUNTY OF FRESNO PURCHASING
5 '< ( Riley Blackburn paga"0signed
5 01 2by 1 15:53:12-0800
6 (Authorized Signature) _ Riley Blackburn, Purchasing Manager
7 �-Oztt S'6 Ct'rL\/c-2 DATE:
Print Name and Title
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10 -5�'014W VA&L,-Y ,
Mailing Address
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DATE: F ��
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FOR ACCOUNTING USE ONLY:
20 FUND NO. 0115
21 ORG NO 4350
ACOUNT NO 7295
22 SUBCLASS NO. 10000
PROGRAM NO. 0
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