HomeMy WebLinkAboutAgreement A-25-493 with S.P.I.R.I.T..pdf 25-0911 Agreement No. 25-493
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated September 23 , 2025, and is between
3 Strong Positive Influences Reflect Independent Thinking (S.P.I.R.I.T.), a 501(c)(3) non-profit
4 California Corporation whose address is 2171 S. Bardell Ave, Fresno, CA 93706 ("Contractor"),
5 and the County of Fresno ("County"), a political subdivision of the State of California.
6 Recitals
7 A. Contractor desires to conduct a Soul & Gospel in the Park Event (the "Event) at Kearney
8 Park on October 18, 2025; and
9 B. County desires to make Kearney Park available to the Contractor for said Event under the
10 terms and conditions of this Agreement.
11 C. In consideration of the mutual promises and covenants contained in this Agreement for
12 other valuable consideration, the receipt and adequacy of which are acknowledged.
13 The parties therefore agree as follows:
14 Article 1
15 Contractor's Services
16 1.1 Scope of Services. The Contractor shall perform all of the services provided in Exhibit
17 A to this Agreement, titled "Scope of Services."
18 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and able
19 to perform all of the services provided in this Agreement.
20 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
21 applicable Federal, State, and Local laws and regulations in the performance of its obligations
22 under this Agreement, including but not limited to workers compensation, labor, and confidentiality
23 laws and regulations.
24 Article 2
25 County's Responsibilities
26 2.1 The County shall prepare Kearney Park grounds and facilities for Contractor prior to
27 exclusive use event and grant appropriate access to park facilities for Event operations.
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1 2.2 The County shall make staff available to assist with facility issues and practical
2 requisitions during normal staff work hours (6:00 am —2:30 pm).
3 2.3 The County shall provide parking attendant(s) at the expense of the Contractor upon
4 request from the Contractor.
5 Article 3
6 Compensation, Invoices, and Payments
7 3.1 The Contractor agrees to pay, and the County agrees to receive, compensation for the
8 exclusive use of Kearney Park under this Agreement as described in Exhibit B to this Agreement,
9 titled "Compensation."
10 3.2 Incidental Expenses. The Contractor 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 is effective on September 23, 2025, and terminates on
15 October 19, 2025, except as provided in Article 6, "Termination and Suspension," below.
16 Article 5
17 Notices
18 5.1 Contact Information. The persons and their addresses having authority to give and
19 receive notices provided for or permitted under this Agreement include the following:
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For the County:
21 Steven E. White, Director of Public Works and Planning
County of Fresno
22 2220 Tulare St, 611 Floor
Fresno, CA 93721
23 parks@fresnocountyca.gov
24 For the Contractor:
Stephanie Mitchell, CEO
25 Strong Positive Influences Reflect Independent Thinking (S.P.I.R.I.T.)
2171 S. Bardell Ave
26 Fresno, CA 93706
27 5.2 Change of Contact Information. Either party may change the information in section
28 5.1 by giving notice as provided in section 5.3.
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1 5.3 Method of Delivery. Each notice between the County and the Contractor provided for
2 or permitted under this Agreement must be in writing, state that it is a notice provided under this
3 Agreement, and be delivered either by personal service, by first-class United States mail, by an
4 overnight commercial courier service, or by Portable Document Format(PDF)document attached
5 to an email.
6 (A) A notice delivered by personal service is effective upon service to the recipient.
7 (B) A notice delivered by first-class United States mail is effective three (3) County
8 business days after deposit in the United States mail, postage prepaid, addressed to the
9 recipient.
10 (C)A notice delivered by an overnight commercial courier service is effective one
11 County business day after deposit with the overnight commercial courier service, delivery
12 fees prepaid, with delivery instructions given for next day delivery, addressed to the
13 recipient.
14 (D)A notice by PDF document attached to an email is effective when transmission to
15 the recipient is completed (but, if such transmission is completed outside of County
16 business hours, then such delivery is deemed to be effective at the next beginning of a
17 County business day), provided that the sender maintains a machine record of the
18 completed transmission.
19 5.4 Claims Presentation. For all claims arising from or related to this Agreement, nothing
20 in this Agreement establishes, waives, or modifies any claims presentation requirements or
21 procedures provided by law, including the Government Claims Act (Division 3.6 of Title 1 of the
22 Government Code, beginning with section 810).
23 Article 6
24 Termination and Suspension
25 6.1 Termination for Breach.
26 (A) Upon determining that a breach (as defined in paragraph (C) below) has occurred,
27 the County may give written notice of the breach to the Contractor. The written notice may
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1 suspend performance under this Agreement, and must provide at least thirty (30) days for
2 the Contractor to cure the breach.
3 (B) If the Contractor fails to cure the breach to the County's satisfaction within the time
4 stated in the written notice, the County may terminate this Agreement immediately.
5 (C) For purposes of this section, a breach occurs when, in the determination of the
6 County, the Contractor has:
7 (1) Obtained or used funds illegally or improperly;
8 (2) Failed to comply with any part of this Agreement; or
9 (3) Improperly performed any of its obligations under this Agreement.
10 6.2 Termination without Cause. In circumstances other than those set forth above, the
11 County may terminate this Agreement by giving at least five (5) days advance written notice to
12 the Contractor.
13 6.3 No Penalty or Further Obligation. Any termination of this Agreement by the County
14 under this Article 6 is without penalty to or further obligation of the County.
15 Article 7
16 Independent Contractor
17 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
18 agents, employees, and volunteers, is at all times acting and performing as an independent
19 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
20 venturer, partner, or associate of the County.
21 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
22 manner or method of the Contractor's performance under this Agreement, but the County may
23 verify that the Contractor is performing according to the terms of this Agreement.
24 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
25 right to employment rights or benefits available to County employees. The Contractor is solely
26 responsible for providing to its own employees all employee benefits required by law. The
27 Contractor shall save the County harmless from all matters relating to the payment of Contractor's
28 employees, including compliance with Social Security withholding and all related regulations.
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1 Article 8
2 Indemnity and Defense
3 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the County
4 (including its officers, agents, employees, and volunteers) against all claims, demands, injuries,
5 damages, costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of
6 any kind to the County, the Contractor, or any third party that arise from or relate to the
7 performance or failure to perform by the Contractor (or any of its officers, agents, subcontractors,
8 or employees) under this Agreement. The County may conduct or participate in its own defense
9 without affecting the Contractor's obligation to indemnify and hold harmless or defend the County.
10 8.2 Survival. This Article 8 survives the termination of this Agreement.
11 Article 9
12 Insurance
13 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
14 Agreement.
15 Article 10
16 Inspections, Audits, and Public Records
17 10.1 Inspection of Documents. The Contractor shall make available to the County, and
18 the County may examine at any time during business hours and as often as the County deems
19 necessary, all of the Contractor's records and data with respect to the matters covered by this
20 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
21 request by the County, permit the County to audit and inspect all of such records and data to
22 ensure the Contractor's compliance with the terms of this Agreement.
23 10.2 Public Records. The County is not limited in any manner with respect to its public
24 disclosure of this Agreement or any record or data that the Contractor may provide to the County.
25 The County's public disclosure of this Agreement or any record or data that the Contractor may
26 provide to the County may include but is not limited to the following:
27 (A) The County may voluntarily, or upon request by any member of the public or
28 governmental agency, disclose this Agreement to the public or such governmental agency
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1 (B) The County may voluntarily, or upon request by any member of the public or
2 governmental agency, disclose to the public or such governmental agency any record or
3 data that the Contractor may provide to the County, unless such disclosure is prohibited
4 by court order.
5 (C)This Agreement, and any record or data that the Contractor may provide to the
6 County, is subject to public disclosure under the Ralph M. Brown Act (California
7 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
8 (D)This Agreement, and any record or data that the Contractor may provide to the
9 County, is subject to public disclosure as a public record under the California Public
10 Records Act (California Government Code, Title 1, Division 10, Chapter 3, beginning with
11 section 7922.000) ("CPRA").
12 (E) This Agreement, and any record or data that the Contractor may provide to the
13 County, is subject to public disclosure as information concerning the conduct of the
14 people's business of the State of California under California Constitution, Article 1, section
15 3, subdivision (b).
16 (F) Any marking of confidentiality or restricted access upon or otherwise made with
17 respect to any record or data that the Contractor may provide to the County shall be
18 disregarded and have no effect on the County's right or duty to disclose to the public or
19 governmental agency any such record or data.
20 10.3 Public Records Act Requests. If the County receives a written or oral request under
21 the CPRA to publicly disclose any record that is in the Contractor's possession or control, and
22 which the County has a right, under any provision of this Agreement or applicable law, to possess
23 or control, then the County may demand, in writing, that the Contractor deliver to the County, for
24 purposes of public disclosure, the requested records that may be in the possession or control of
25 the Contractor. Within five (5) business days after the County's demand, the Contractor shall (a)
26 deliver to the County all of the requested records that are in the Contractor's possession or control,
27 together with a written statement that the Contractor, after conducting a diligent search, has
28 produced all requested records that are in the Contractor's possession or control, or (b) provide
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1 to the County a written statement that the Contractor, after conducting a diligent search, does not
2 possess or control any of the requested records. The Contractor shall cooperate with the County
3 with respect to any County demand for such records. If the Contractor wishes to assert that any
4 specific record or data is exempt from disclosure under the CPRA or other applicable law, it must
5 deliver the record or data to the County and assert the exemption by citation to specific legal
6 authority within the written statement that it provides to the County under this section. The
7 Contractor's assertion of any exemption from disclosure is not binding on the County, but the
8 County will give at least ten (10) days' advance written notice to the Contractor before disclosing
9 any record subject to the Contractor's assertion of exemption from disclosure. The Contractor
10 shall indemnify the County for any court-ordered award of costs or attorney's fees under the CPRA
11 that results from the Contractor's delay, claim of exemption, failure to produce any such records,
12 or failure to cooperate with the County with respect to any County demand for any such records.
13 Article 11
14 Disclosure of Self-Dealing Transactions
15 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation, or
16 changes its status to operate as a corporation.
17 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
18 self-dealing transaction, he or she shall disclose the transaction by completing and signing a"Self-
19 Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to the
20 County before commencing the transaction or immediately after.
21 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
22 a party and in which one or more of its directors, as an individual, has a material financial interest.
23 Article 12
24 General Terms
25 12.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
26 Agreement may not be modified, and no waiver is effective, except by written agreement signed
27 by both parties. The Contractor acknowledges that County employees have no authority to modify
28 this Agreement except as expressly provided in this Agreement.
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1 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations under
2 this Agreement without the prior written consent of the other party.
3 12.3 Governing Law. The laws of the State of California govern all matters arising from or
4 related to this Agreement.
5 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno County,
6 California. Contractor consents to California jurisdiction for actions arising from or related to this
7 Agreement, and, subject to the Government Claims Act, all such actions must be brought and
8 maintained in Fresno County.
9 12.5 Construction. The final form of this Agreement is the result of the parties' combined
10 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be ambiguous,
11 that ambiguity shall not be resolved by construing the terms of this Agreement against either party.
12 12.6 Days. Unless otherwise specified, "days" means calendar days.
13 12.7 Headings. The headings and section titles in this Agreement are for convenience only
14 and are not part of this Agreement.
15 12.8 Severability. If anything in this Agreement is found by a court of competent jurisdiction
16 to be unlawful or otherwise unenforceable, the balance of this Agreement remains in effect, and
17 the parties shall make best efforts to replace the unlawful or unenforceable part of this Agreement
18 with lawful and enforceable terms intended to accomplish the parties' original intent.
19 12.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
20 not unlawfully discriminate against any employee or applicant for employment, or recipient of
21 services, because of race, religious creed, color, national origin, ancestry, physical disability,
22 mental disability, medical condition, genetic information, marital status, sex, gender, gender
23 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
24 all applicable State of California and federal statutes and regulation.
25 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
26 of the Contractor under this Agreement on any one or more occasions is not a waiver of
27 performance of any continuing or other obligation of the Contractor and does not prohibit
28 enforcement by the County of any obligation on any other occasion.
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1 12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
2 between the Contractor and the County with respect to the subject matter of this Agreement, and
3 it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
4 publications, and understandings of any nature unless those things are expressly included in this
5 Agreement. If there is any inconsistency between the terms of this Agreement without its exhibits
6 and the terms of the exhibits, then the inconsistency will be resolved by giving precedence first to
7 the terms of this Agreement without its exhibits, and then to the terms of the exhibits.
8 12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to create
9 any rights or obligations for any person or entity except for the parties.
10 12.13 Authorized Signature. The Contractor represents and warrants to the County that:
11 (A) The Contractor is duly authorized and empowered to sign and perform its
12 obligations under this Agreement.
13 (B) The individual signing this Agreement on behalf of the Contractor is duly authorized
14 to do so and his or her signature on this Agreement legally binds the Contractor to the
15 terms of this Agreement.
16 12.14 Electronic Signatures. The parties agree that this Agreement may be executed by
17 electronic signature as provided in this section.
18 (A) An "electronic signature" means any symbol or process intended by an individual
19 signing this Agreement to represent their signature, including but not limited to (1) a digital
20 signature; (2) a faxed version of an original handwritten signature; or (3) an electronically
21 scanned and transmitted (for example by PDF document) version of an original
22 handwritten signature.
23 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
24 equivalent to a valid original handwritten signature of the person signing this Agreement
25 for all purposes, including but not limited to evidentiary proof in any administrative or
26 judicial proceeding, and (2) has the same force and effect as the valid original handwritten
27 signature of that person.
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1 (C)The provisions of this section satisfy the requirements of Civil Code section 1633.5,
2 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2,
3 Title 2.5, beginning with section 1633.1).
4 (D) Each party using a digital signature represents that it has undertaken and satisfied
5 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
6 through (5), and agrees that each other party may rely upon that representation.
7 (E) This Agreement is not conditioned upon the parties conducting the transactions
8 under it by electronic means and either party may sign this Agreement with an original
9 handwritten signature.
10 12.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
11 original, and all of which together constitute this Agreement.
12 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
S.P.I.R.I.T. COUNTY OF FRESNO
3
4 Q
GYM'
5 Steptfanie Mitchell, CEO Ernest Buddy Me des, Chairman of the
Board of Supervisors of the County of Fresno
6 2171 S. Bardell Avenue
Fresno, CA 93706
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Attest:
8 Bernice E. Seidel
Clerk of the Board of Supervisors
9 County of Fresno, State of California
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By:
11 Deputy
12 For accounting use only:
13 Org No.: 7910
Account No.: 5055
14 Fund No.: 0001
Subclass No.: 10000
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Exhibit A
1 Scope of Services
2 1. Permission to Use:
3 Subject to the terms and conditions of this Agreement, the Contractor shall be entitled to
4 exclusive use of Kearney Park ("Property") to conduct a one-day Event, provided the Property,
5 at all times during the Event, shall be open to all members of the public under the same terms
6 and conditions of persons who are invited by, or otherwise allowed by Contractor to attend or
7 participate in the Event. In conjunction with this Event, Contractor shall be solely responsible for
8 providing all adequate and appropriate staffing, equipment, and supplies to set-up, operate,
9 breakdown, clean up (both during the Event and upon its conclusion), and administratively
10 coordinate the Event. Contractor shall be the responsible sponsor of the Event but may enlist
11 the assistance of or contract with other sponsors for the Event provided the Contractor shall
12 always be responsible for all of its obligations under this Agreement.
13 The Event shall occur on October 18, 2025. County is not responsible if inclement
14 weather affects or otherwise prevents Contractor from holding the Event on the mutually agreed
15 to date.
16 Contractor represents that it anticipates an attendance of approximately 1,500 persons
17 at the Event.
18 2. Security, Traffic Control, Parking, Rubbish and Sanitary Facilities:
19 A. Contractor shall be solely responsible for providing crowd control by making
20 adequate and appropriate arrangements for security to ensure the safety of all persons in and
21 around the Property during the day of the Event. In this regard, Contractor shall, without any
22 cost or expense to County, provide all necessary security and traffic control on the day of the
23 Event, sufficient, as determined by the Fresno County Sheriff's Office and the California
24 Highway Patrol, to ensure the safety of all patrons, Event participants, invitees and members of
25 the public who come onto the Property, and County staff. The Contractor also shall be
26 responsible for providing adequate and appropriate traffic and parking control.
27 B. The Contractor shall provide an adequate number of clean, portable toilets
28 (stocked with appropriate paper supplies) and hand washing stations (stocked with appropriate
A-1
Exhibit A
1 paper supplies and soap) in the Event area, as determined by the County's Resources
2 Manager.
3 C. The Contractor shall be responsible for providing, at its sole expense,
4 adequate dumpsters for disposal of all refuse generated by the Event, and litter and debris
5 control. Contractor shall also provide, at its own expense, any additional personnel, trash cans,
6 equipment and supplies needed, over and above the County's normal and customary operation
7 for making the Property available to Contractor in the paragraph immediately above, in order to
8 maintain the Property in a safe, clean, attractive, and orderly condition during the Event.
9 Contractor shall provide, at its sole expense, containers for recycling. Contractor shall dispose
10 of recycled material at an approved recycling facility.
11 3. Construction of Facilities, Structures, Tents and Stands:
12 A. The Contractor shall, upon the pre-approval from County and at the
13 Contractor's sole expense, be allowed to construct and maintain on the Property, during the
14 Event, such temporary facilities and structures as are necessary for conducting the Event,
15 including, but not limited to, fences, barriers, grandstands and signs, provided however, such
16 temporary facilities and structures shall not cause any damage to the Property.
17 B. The Contractor shall also be and is hereby granted permission to erect tents,
18 concession stands, or both, during the Event provided however, such temporary facilities and
19 structures shall not cause any damage to the Property.
20 C. All construction and installation, including electrical hook-ups, shall be made
21 by Contractor and at Contractor's sole expense, and shall always be done in a good
22 workmanlike manner, with appropriate equipment, supplies and materials, by properly skilled
23 personnel, who shall have contractor's licenses for performing any of such work where
24 contractor's licenses would be required by building and construction codes and laws.
25 Contractor shall obtain all necessary building permits.
26 D. All structures, facilities, concession stands, tents and items provided by
27 Contractor shall be removed by Contractor at Contractor's sole expense no later than twenty-
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A-2
Exhibit A
1 four (24) hours following the conclusion of the Event, and Contractor shall fully restore the
2 Property to its original condition as it existed prior to the Event.
3 4. Maintenance of, and Payment for Damage to Property:
4 County shall be responsible for making the Property available to Contractor immediately
5 prior to Contractor's Event in as clean, attractive and orderly a condition as would be normal for
6 County's parks and recreation facilities that are of a similar type to the Property, provided,
7 however, County shall not have any obligation to continue to maintain or clean up the Property
8 during the Event, or provide any other services during the event.
9 Contractor shall be liable for any and all theft of, and damage and destruction to any and
10 all plants, shrubs, trees, turf, paved surfaces, irrigation systems, equipment and structures and
11 improvements located upon the Property, and improvements located beneath the Property,
12 excluding reasonable wear and tear, and for all cleanup of all litter and debris caused by
13 Contractor or its officers, employees, agents, sponsors, patrons, Event participants, invitees and
14 members of the public who come onto the Property. County shall inspect the Property for
15 cleanup purposes no later than twenty-four (24) hours after the conclusion of Event. County
16 shall inspect the Property for theft, damage and destruction no later than seventy-two (72) hours
17 after Contractor has removed all temporary structures, facilities, concession stands and tents
18 referred to in section 3 above. If, as a result of said inspections by County, any theft, damage or
19 destruction, or litter or debris is found to exist, County shall remove any litter and debris and
20 repair or replace any loss, damage or destruction, and the costs and expenses for repairs or
21 replacement, or cleanup first shall be deducted from the cleaning/damage deposit until
22 exhausted, and thereafter, shall be billed to Contractor, who shall be fully responsible for paying
23 all such amounts due. County shall determine its costs and expenses chargeable to Contractor
24 by using County's actual cost and expenses of materials, supplies, goods, and labor, including
25 County overhead, as applicable.
26 5. Sales:
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A-3
Exhibit A
1 A. Souvenirs and Apparel: The Contractor shall have the right to sell official
2 Event souvenirs and apparel onsite of the Property and to retain one hundred percent (100%) of
3 such revenue.
4 B. Food, Drinks and Merchandise: The Contractor or its Concessionaire(s) may
5 sell food, drinks and merchandise onsite of the Property and shall retain one hundred percent
6 (100%) of such revenue. Alcohol sales shall be permitted at the Event, conditioned on
7 compliance with all applicable laws and regulations, specifically including the responsibility of
8 Contractor or its concessionaire(s) to obtain all necessary licenses for such sales as required by
9 the Alcoholic Beverage Control Board.
10 C. Sales and Use Taxes, and Other Taxes: Contractor shall be solely responsible
11 for complying with any and all laws concerning the charging of, collecting, and paying to the
12 appropriate governmental authorities, all sales and use taxes, and any other taxes and charges,
13 in connection with the sales of any food, drinks (including, but not limited to, alcoholic
14 beverages), merchandise, and other goods in connection with the Event, and the County shall
15 not have any obligation in connection therewith.
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A-4
Exhibit B
1 Compensation
2 The County will be compensated for fees associated with exclusive use of Kearney Park
3 under this Agreement as provided in this Exhibit B.
4 1. Compensation:
5 A. Contractor shall make the following payments, in full, to the County within ten
6 (10) days prior to the Event.
7 (i) Three Thousand Two Hundred Seventy Dollars ($3,270.00) per day for
8 use of Property for the Event, which is not refundable in any event; and
9 (ii) One Thousand Dollars ($1,000.00) per day for a cleanup/damage
10 deposit which is refundable, provided however, such deposit shall not be
11 refunded to the extent that the County incurs costs or expenses to clean
12 up the Property, or otherwise repair any damage to the Property, in
13 connection with the Event. The posting of such deposit shall neither
14 substitute nor serve as any sort of limitation on Contractor's obligations
15 hereunder to clean up, repair, or otherwise replace any damage to the
16 Property caused in connection with the Event.
17 B. Contractor shall make the following payments, in full, to the County no later
18 than thirty (30) days after the date of the invoice from the County.
19 (i) The Contractor agrees to pay the County the standard vehicle entrance
20 fee ("VEF") of Five Dollars ($5.00) per vehicle entering the Property on
21 the day of the Event, and Contractor shall use sequentially numbered
22 tickets to serve as the vehicle entry passes for the Event. County shall
23 have the right to verify the vehicle count during the Event, either by
24 mechanical means or by physical count, and it is hereby agreed that the
25 accuracy of County's count shall not be disputed and shall be accepted
26 as the final and official count for the purpose of calculating the
27 Contractor's total VEF payment component pursuant to this Paragraph
28 1(13)(i) (based on the number of vehicles entering the Property during the
B-1
Exhibit B
1 Event, multiplied by the standard VEF charge of Five Dollars ($5.00) per
2 vehicle).
3 (ii) Contractor will be allowed to create up to twenty-five (25), County
4 approved, proprietary Event staff vehicle identification markers that must
5 be placed on the Event staff vehicle front windshield, in the upper right
6 hand corner, to identify Event staff vehicles which will neither be charged
7 the standard VEF nor counted in calculating the Contractor's total VEF
8 payment component pursuant to this Paragraph 1(B)(i); provided that
9 such Event staff vehicles shall be required to use the appropriate vehicle
10 entrance gate which will be specified in advance of the Event date by the
11 County. Contractor shall make such payment to the County within thirty
12 (30) days of the date of the invoice from the County, and it is expressly
13 acknowledged that such obligation on the part of the Contractor shall
14 survive the expiration of the term of this Agreement.
15 C. If Contractor fails to pay fully any of the foregoing amounts to County within
16 the time specified above, then:
17 (i) County shall have the sole right to immediately terminate this
18 Agreement, upon written notice thereof given by County's Director of the
19 Department of Public Works and Planning or his or her designee, to
20 Contractor; and County shall be entitled to retain all of such funds (if any)
21 having theretofore been paid by Contractor, and Contractor shall remain
22 liable to County for full payment of all of such amounts, and for any other
23 damages caused to County.
24 D. All payments by Contractor to County shall be made and delivered to: Fresno
25 County Parks, 2220 Tulare Street, 6th Floor, Fresno, CA 93721.
26 2. Event Entrance Fee Authorization:
27 The Contractor shall not be prohibited from collecting an additional fee for entry
28 (i.e. in addition to the standard VEF payable to the County under Paragraph 1(B)(i)), for entry
B-2
Exhibit B
1 onto the Property during the dates of the Event, and the amount of such additional fee is neither
2 approved nor disapproved of by County.
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B-3
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).
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Exhibit C
(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: Date:
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Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies 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, liquor liability, and advertising injury. The Contractor 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 the Contractor's policy.
2. Additional Requirements
(A) Verification of Coverage. Within thirty (30) days after the Contractor signs this
Agreement, and at any time during the term of this Agreement as requested by the
County's Risk Manager or the County Administrative Office, the Contractor shall deliver,
or cause its broker or producer to deliver, to the County Risk Manager, at 2220 Tulare
Street, 16th Floor, Fresno, California 93721, or
HRRiskManagement@fresnocountyca.gov, and by mail or email to 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) the
Contractor 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 the
Contractor's policy.
D-1
Exhibit D
(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: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor 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, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than ten (10) days in advance of cancellation. For cancellation of the
policy for any other reason, and for any other change to the policy, the Contractor shall,
or shall cause the insurer to, provide written notice to the County not less than thirty (30)
days in advance of cancellation or change. The County in its sole discretion may
determine that the failure of the Contractor 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 the Contractor 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, the Contractor 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 that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor 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. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor 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 Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
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