HomeMy WebLinkAboutAgreement A-26-008 with FCSS.pdf Agreement No. 26-008
COOPERATION AND SHARED RESPONSIBILITY AGREEMENT
c w ("Agreement")
Legal Doc. No. of this signed Agreement (Legal use only).
COVER
Program/Event: Public Safety Dispatch Training Partnership
AGENCY
County of Fresno through its Sheriffs Office ("Agency")
Attn: Sheriff-Coroner/Public Administrator
2200 Fresno Street
Fresno, CA 93721
Phone: (559) 600-8800 Email: John.Zanoni@fresnosheriff.org
FCSS
Fresno County Superintendent of Schools ("FCSS") ADDRESS FOR INVOICE: All
Attn: Anthony Ayerza, Executive Director invoices, if any, to FCSS shall be
Dept.: CTE/ROP addressed to the attention of Internal
Fresno County Office of Education Business Services - Accounts
1318 E. Shaw Avenue, Suite 420 Payable, Fresno County Office of
Fresno, CA 93710 Education, 1111 Van Ness Ave,
Phone: (559) 497-3860 Email: aayerza@fcoe.org Fresno, CA 93721
CONTRACT TERM (see § 3.1) TERMINATION DURING CONTRACT TERM (see § 3.2)
"Effective Date": September 15, 2025 Ground for Termination (mark one): _With cause
"Termination Date": June 30, 2026 X With or without cause
"Notice Period": At least 30 days before the effective date
of termination of this Agreement
AGENCY OBLIGATIONS. Agency's obligations under this Agreement (collectively "Services") include those
required of Agency in the General Terms and Conditions, any shared obligations stated below, and the following:
1. What Services will Agency provide: As part of the collaborative partnership with FCSS/Fresno Regional
Occupational Program (ROP) to provide high school students with industry-relevant, entry-level dispatch training
designed to strengthen the Public Safety career pathway and introduce potential careers in emergency dispatch
and first responders, Agency shall:
1. Develop an entry-level dispatch training program to be implemented and embedded into existing ROP
Public Safety courses.
2. Deliver 5 dispatch training days at three (3) predesignated participating school sites to ensure
consistent delivery;
3. Provide certified dispatch trainers, utilizing Agency-developed curriculum that shall be embedded
directly into existing ROP Public Safety courses, ensuring integration with classroom instruction and
alignment with ROP course objectives;
4. Provide students with the opportunity to engage in foundational skills development, real-world
simulations, and exposure to dispatch operation and protocols;
5 Provide students, upon successful completion of the dispatch training, with a certificate of completion,
supporting early career exploration and future entry-level employment opportunities in the dispatch
field; and
6. Provide ROP Public Safety instructors with instructional support and enhanced alignment with
industry standards through this collaborative training model.
2. When will Agency provide the Services(mark one and complete as indicated):
L
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_ Date Determined-Agency will perform the Services on (state specific date(s)): The Parties' staff may
mutually change any specified date if the new date is within the Contract Term and there is no change to
the Contract Amount.
X_ Date to be Determined-The Parties' staff will coordinate and schedule the particular date(s) on which
Agency shall perform the Services, which date(s) shall be within the Contract Term.
3. Where will Agency provide the Services(state full address): Kerman High School, 205 S. 1 st Street, Kerman,
CA 93630; Firebaugh High School, 1976 Morris Kyle Drive, Firebaugh, CA 93622; and Central High School,
2045 N. Dickenson Avenue, Fresno, CA 93723. The Parties' staff may mutually change the location if there is
no change in the Contract Amount.
4. Full name of Agency staff who must perform the Services (leave blank if none designated):
FCSS OBLIGATIONS. FCSS' obligations under this Agreement (collectively "Services") include those required
of FCSS in the General Terms and Conditions, any shared obligations stated below, and the following:
1. What Services will FCSS provide: FCSS shall:
1. Provide a Content Coordinator to serve as a liaison between designated school sites and Agency,
assist with the coordination and scheduling of each dispatch training session; and
2. Provide dispatch training simulator and print training materials required for the delivery/facilitation of
each training session
2. When will FCSS provide the Services(mark one and complete as indicated):
_ Date Determined-FCSS will perform the Services on (state specific date(s)): The Parties' staff may
mutually change any specified date if the new date is within the Contract Term and there is no change to
the Contract Amount.
X Date to be Determined- The Parties' staff will coordinate and schedule the particular date(s) on which
FCSS shall perform the Services, which date(s) shall be within the Contract Term.
3. Where will FCSS provide the Services(state full address): Fresno ROP Office, 1318 E. Shaw Avenue, Suite
420, Fresno, CA 93710; Kerman High School, 205 S. 1st Street, Kerman, CA 93630; Firebaugh High School,
1976 Morris Kyle Drive, Firebaugh, CA 93622; and Central High School, 2045 N. Dickenson Avenue, Fresno,
CA 93723. The Parties' staff may mutually change the location if there is no change in the Contract Amount.
4. Full name of FCSS staff who must perform the Services(leave bank if none designated):
SHARED OBLIGATIONS. The Parties shall each be responsible for the following obligations (leave blank if none):
RECITALS/OTHER TERMS AND CONDITIONS (leave blank if none):
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CONTRACT AMOUNT AND PAYMENT SCHEDULE (mark each that applies and complete as indicated):
_ NO PAYMENT. No monetary payment shall be made by or to either Party under this Agreement.
_ PAYMENT TO FCSS. Agency (also refer to as "Payor") shall pay FCSS (also refer to as "Payee") pursuant
to the following and the Pay Schedule stated below (mark one and complete as indicated):
_1. Fixed Installment. $ per month/quarter/year, the sum of all payments shall equal the "Contract
Amount" of $ . FCSS shall submit each invoice to Agency monthly/quarterly/yearly by no later than
the 15th day of the month immediately following the last day of the period for which FCSS requests
payment.
2. Rate/Not-To-Exceed Contract Amount. Services that FCSS performs in accordance with this Agreement,
to be billed at$ per hour in 15 minute increments OR pursuant to the rates set forth in Exhibit 1
and the sum of which shall not exceed the "Contract Amount" of$ . FCSS shall submit each
invoice to Agency monthly/quarterly/yearly by no later than the 15th day of the month immediately
following the last day of the period for which FCSS requests payment.
_3. Entire Contract Amount/Completion Of All Services: Entire "Contract Amount" of $ FCSS shall
submit the invoice to Agency within 30 days of the date on which FCSS completed all Services in
accordance with this Agreement.
_4. Other/Specified Amount, Paid Periodically: The"Contract Amount" of$ . FCSS shall submit
each invoice to Agency within 30 days of the date on which FCSS has completed, in accordance with this
Agreement, the Services for which FCSS requests payment.
X PAYMENT TO AGENCY. FCSS (also refer to as "Payor") shall pay Agency (also refer to as "Payee")
pursuant to the following and the Payment Schedule stated below (mark one and compete as indicated):
_1. Fixed Installment: $ per month/quarter/year, the sum of all payments shall equal the "Contract
Amount" of $ . Agency shall submit each invoice to FCSS monthly/quarterly/yearly by no later than
the 15th day of the month immediately following the last day of the period for which Agency requests
payment.
X2. Rate/Not-To-Exceed Contract Amount. Services that Agency performs in accordance with this
Agreement, to be billed at$2,750.00 per 5-day dispatch training session and $1,750 for the development
of the entry-level dispatch training program to be implemented and embedded into existing ROP Public
Safety courses and the sum of which shall not exceed the"Contract Amount' of$10,000.00. Agency
shall submit each invoice to FCSS by no later than the 15th day of the month immediately following the
last day of the period for which Agency requests payment.
_3. Entire Contract AmounVCompletion Of All Services: Entire "Contract Amount' of $ . Agency shall
submit the invoice to FCSS within 30 days of the date on which Agency completed all Services in
accordance with this Agreement.
_4. Other/Specified Amount, Paid Periodically: The"Contract Amount' of$ . Agency shall submit
each invoice to FCSS within 30 days of the date on which Agency has completed, in accordance with this
Agreement, the Services for which Agency requests payment.
OTHER (leave blank if none):
Invoice and "Payment Schedule": Each invoice shall comply with Section 2.2 and must be received and
approved by Payor before Payee may receive any payment under this Agreement. If 1. 2, or 4 is marked above,
Payor shall pay Payee within 30 days after Payee has completed, in accordance with this Agreement, the
Services required of Payee for the period for which Payee requests payment. If 3 is marked above, Payor shall
pay Payee within 30 days after Payee has completed, in accordance with this Agreement, all Services required
of Payee.
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REQUIRED DOCUMENTS. Each document that is marked as required ("Required Document") shall be
provided in accordance with the following:
Z1. Payment Document. At Payor's request, Payee shall provide a Taxpayer Identification Number Request(W-
9) and other documents that Payor may require to process payment to Payee. (See§ 1.4.1).
02. Proof of Insurance. Each Party shall maintain insurance or self-insurance in accordance with Article 4 and,
upon the other Parry's request, provide written proof thereof: (A) commercial general liability, (B) workers
compensation and employer's liability, and (C) commercial automobile liability. (See Art. 4.)
3. Fingerprinting Certification From Agency. If this box is marked and Agency is not a California public school
district, county office of education, or charter school, Agency shall submit to FCSS a Fingerprinting and
Criminal Background Check Certification ("Fingerprinting Certification") before Agency commences
performance of this Agreement, which form must be obtained from FCSS.
4. TB Certification From Agency. If this box is marked and Agency is not a California public school district,
county office of education, or charter school, Agency shall submit to FCSS a Tuberculosis Certification
before Agency commences performance of this Agreement, which form must be obtained from FCSS.
In consideration of the covenants, conditions, and promises in and for good and valuable consideration and the
mutual benefits to be derived from this Agreement, Agency and FCSS, separately referred to as a "Party" and
collectively as the "Parties," have reviewed and understand, and hereby enter into this Agreement. Unless the
context requires otherwise, any reference to a Party in this Agreement includes its governing body and members
thereof, officers, employees, and agents. Each person executing this Agreement on behalf of a Party represents
that he/she is authorized to execute on behalf of and to bind the Party to this Agreement.
AGENCY FCSS
By: By:
Print Name. Garry Bredefeld Dr. Michele Cantwell-Copher, Superintendent
Title: Chairman of the Board of Supervisors or Authorized Designee
NOTE— ELECTRONIC SIGNATURE: While FCSS will accept digital signatures on contracts and amendments,
they must be validated by a reliable Certificate Authority, and if a digital signature is used to execute any such
document, the signature page thereof must be provided to FCSS in the electronic format it was signed in.
ATTEST:
BERNICE E.SEIDEL
Clerk of the Board of Supervisors
County of,Fresno,State of California
Deputy
FOR ACCOUNTING USE ONLY:
FUND: 0001
ORG: 31113320
ACCOUNT: 5800
SUBCLASS: 10000
PROGRAM: 0
PROJECT CODE: ROP 2025
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GENERAL TERMS AND CONDITIONS
These General Terms and Conditions contain the following Articles:
Article 1 Scope of Services and Obligations
Article 2 Payment
Article 3 Term and Termination of Agreement
Article 4 Insurance
Article 5 Indemnity
Article 6 Dispute Resolution
Article 7 General Provisions
Terms with initial capital letter shall have the respective meanings set forth in this Agreement.
ARTICLE 1 SCOPE OF SERVICES AND OBLIGATIONS.
SECTION 1.1 PURPOSE. By this Agreement, the Parties desire to set forth the terms and conditions upon
which the Parties shall cooperate and share responsibilities for performance of this Agreement, and to set
forth the Parties' rights and obligations relating to this Agreement.
SECTION 1.2 PARTIES' OBLIGATIONS. Except as specifically stated otherwise on the Cover, each Party
shall provide all labor, materials, supplies, equipment, and transportation necessary to perform its obligations
under this Agreement. Further and unless stated otherwise on the Cover, each Party is solely responsible
for: (A) all means, methods, techniques, sequences, procedures, safety, and work coordination necessary or
proper for it to perform its obligations under this Agreement; (B) the acts and omissions of its officers,
employees, agents, and any other persons who it retains to perform any portion of this Agreement; and (C)
taking all reasonable precautions for the safety and prevention of injury to the person of and damage or loss
to the property of its officers, employees, agents and any other persons who it retains to perform any portion
of this Agreement and to any officers, employees, agents, students, or invitees of the other Party or any
Third Party (see definition in Article 5).
SECTION 1.3 WORK PRODUCTS AND RIGHTS THERETO. Unless stated otherwise on the Cover, the
following applies to any data, document, display, drawing, report, material, invention, work, and discovery,
including any copyright, right, and interest therein or thereto and whether written, recorded, or electronically
stored (collectively "Work"), that a Party prepares for or provides to the other Party pursuant to this
Agreement: (A) the Work of each Party shall remain its property and that Party shall have all rights and
interests thereto; (B) each Party grants to the other Party a limited license during the Contract Term to use
and reproduce the portion of the other Parry's Work necessary for the Party to perform this Agreement; and
(C) upon termination of this Agreement and a Party's request, the other Parry shall return any Work that
belongs to the requesting Party. The provisions of this Section shall survive the termination of this
Agreement.
SECTION 1.4 RECORDS AND INFORMATION.
1.4.1 REQUIRED DOCUMENTS. A Party shall provide to the other Party the Required Documents that
are required from the Party as marked on the Cover, each of which is incorporated by reference into
and constitutes a part of this Agreement. If any Required Document becomes incorrect or
inapplicable or expires during the Contract Term, the Party providing the Required Document shall
promptly notify in writing and/or submit to the other Party the corrected, updated, or effective
Required Document.
1.4.1 CONFIDENTIAL MATERIAL. If any documents and/or information (for example and not as a
limitation, employee or student record) that is subject to nondisclosure or protection under federal
and/or California laws (collectively and separately "Confidential Material") are provided to or
created by a Party for or pursuant to this Agreement, each Party shall: (A) not release, disseminate,
publish, or disclose the Confidential Material, except as required by law or a court order or as this
Agreement may permit; (B) unless specifically permitted by Applicable Law, not use the Confidential
Material for any purpose not related to a Party's performance of this Agreement; and (C) protect and
secure the Confidential Material, including Confidential Material saved or stored in an electronic
form, to ensure that it is safe from theft, loss, destruction, erasure, alteration, and unauthorized
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viewing, duplication, and use; (D) acknowledge that any Confidential Material related to students
shall be the property of and under the control of the Party whose student it relates to,
notwithstanding any use authorized under this Agreement or its status as Work; and (E) not retain
any Confidential Material related to a student of the other Party upon the expiration of this
Agreement, which shall be accomplished by either the return of or the destruction of such
Confidential Material. The provisions of this Subsection shall survive the termination of this
Agreement.
1.4.2 SCHOOL OFFICIAL DESIGNATION. To the extent FCSS' provision of the Services under this
Agreement will entail FCSS staff to view, handle, create, or receive Confidential Material consisting
of student records of Agency's students ("Pupil Records") that are subject to the Family
Educational Rights and Privacy Act ("FERPA"), FCSS acknowledges and agrees, for the purposes
of this Agreement, that FCSS is hereby designated as a "school official" with "legitimate educational
interests" in the Pupil Records, as those terms are defined under FERPA and its implementing
regulations. FCSS agrees to abide by the FERPA limitations and requirements imposed by 34 CFR
99.33(a) on school officials, including that FCSS will not disclose Pupil Records to any other party
without the prior written consent of each pupil's parent or eligible pupil.
SECTION 1.5 COMPLIANCE WITH APPLICABLE LAW AND GRANT.
1.5.1 GENERALLY. Each Party shall comply with all laws and regulations (collectively "Law") applicable
to its performance of this Agreement, and all Law that it agrees to comply under this Agreement
(referred to collectively and separately as "Applicable Law" and shall include amendments and Law
that are in effect as of the Effective Date or become effective during the Contract Term). Each
Applicable Law is deemed inserted herein; however, if any conflict or inconsistency exists between a
provision in this Agreement and an Applicable Law, the provision in this Agreement shall govern
except where such provision is specifically prohibited or void by the Applicable Law in which case the
Applicable Law shall govern to the extent provided therein. Each Party shall comply with each grant
(if any) that provides funding to pay for this Agreement and all Law and requirements applicable to
such grant.
1.5.2 FEDERAL GRANT FUNDS. The provisions of this Subsection applies if this Agreement is paid, in
part or in whole, with federal grant funds. Each Party shall comply with federal laws, regulations, and
requirements applicable to such federal grant funds. Each Party represents that it is not debarred,
suspended, or otherwise excluded or ineligible to be awarded this Agreement. Each Party shall
comply with federal suspension and debarment regulations, including, but not limited to, regulations
implementing Executive Orders 12549 and 12689. Each Party shall also comply with: (A) applicable
federal laws, regulations, and requirements, including but not be limited to, non-discrimination based
on race, color, national origin, sex, disability, or age; (B) applicable standards, orders, or regulations
issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution
Control Act as amended (33 U.S.0 1251-1387); and (C) Section 6002 of the Solid Waste Disposal
Act, as amended by the Resource Conservation and Recovery Act. Upon a Party's request, whether
during or after the Contract Term, the other Party shall cooperate with and provide the requesting
Party with documents and information relating to this Agreement that are necessary for the
requesting Party to comply with applicable federal laws, regulations, and requirements. The
provisions of this Subsection shall survive the termination of this Agreement.
ARTICLE 2 PAYMENT.
SECTION 2.1 CONTRACT AMOUNT. Compensation, if any is required under this Agreement, shall be as
stated on the Cover. Payor shall pay Payee, if any payment is due to Payee, in accordance with the Payment
Schedule stated on the Cover.
SECTION 2.2 INVOICE AND ADDITIONAL INFORMATION. Payee shall submit an itemized invoice and
supporting documentation to Payor before Payee may receive any payment, if any is due to Payee under this
Agreement. Upon receiving an invoice and if Payor objects to it and/or requires additional information, Payor
shall notify Payee and Payee shall provide such information to Payor within 10 days after Payee receives
Payor's notice. If Payees fails or refuses to provide the additional information, Payor shall have the right to
withhold payment of any or all of the Contract Amount until such time that Payor receives such information
from Payee.
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ARTICLE 3 TERM AND TERMINATION OF AGREEMENT.
SECTION 3.1 CONTRACT TERM. This Agreement is effective on the Effective Date and continues in full
force and effect thereafter until and including the Termination Date and any extension thereto ("Contract
Term") and, unless terminated during the Contract Term in accordance with Section 3.2 below, shall
terminate at 12:00 midnight on the last day of the Contract Term without any notice or action by either Party.
Any extension of the Contract Term shall be set forth in an amendment executed by the Parties.
SECTION 3.2 TERMINATION DURING CONTRACT TERM.
3.2.1 TERMINATION FOR CAUSE/WITHOUT CAUSE. During the Contract Term and unless specifically
permitted otherwise in this Section 3.2, a Party may terminate this Agreement as marked on the
Cover: (A) With or Without Cause — A Party, with or without cause, may terminate this Agreement by
giving the other Party written notice for the Notice Period stated on the Cover; or(B) With Cause —A
Party may terminate this Agreement only upon the other Parry's material breach of one or more
provisions of this Agreement and after the non-breaching Party has given the breaching Party written
notice for the Notice Period stated on the Cover.
3.2.2 TERMINATION ON OTHER GROUNDS. Despite any contrary provisions in this Agreement, FCSS
may terminate this Agreement effective on the date stated in FCSS' written notice of termination to
Agency pursuant to any of the following: (A) Agency is required to but fails to provide to FCSS and/or
comply with the Fingerprinting Certification; (B) Agency is required to but fails to provide to FCSS
and/or comply with the TB Certification; (C) FCSS, the Fresno County Board of Education, and/or
any entity from which FCSS receives or is to receive funds to pay for this Agreement reduce or
eliminate some or all such funds, or fail or determine not to appropriate sufficient funds to make
future payments under this Agreement; (D) a government or issuing agency revokes, suspends,
places on probation, or non-renews any License that Agency must hold to perform this Agreement;
(E) Agency assigns, transfers, or subcontracts any or all of Agency's obligations and/or rights under
this Agreement in breach of Section 7.3; (F) Agency fails to maintain and provide written proof of
insurance as required by Article 4; (G)Agency is required to provide particular staff as named on the
Cover to perform this Agreement but such staff is not able, not willing, or not available to perform this
Agreement; (H) Agency's legal rights to exist or conduct business in California has been revoked or
terminated by the California Secretary of State, another agency, or a court; or (1) Agency's legal
rights to exist or conduct business in California has been suspended or rendered inactive by the
California Secretary of State, another agency, or a court and such suspension lasts more than 30
consecutive days.
3.2.3 RIGHTS AND OBLIGATIONS UPON TERMINATION. Upon termination of this Agreement and, if as
stated on the Cover, compensation is due to Payee under this Agreement: (A) Payor shall pay Payee
only for Services that Payee is required to perform, and has performed in accordance with, this
Agreement before the effective date of termination; (B) Payee shall submit an invoice within 30 days
of the effective date of termination; (C) Section 2.2 shall apply to Payee's invoice and Payor's
payment under this Subsection; and (D) upon Payor's payment, if any has been invoiced by Payee
and is due to Payee, Payor is not obligated to make any further payment to Payee, whether pursuant
to contract, law or equity. The provisions of this Subsection shall survive the termination of this
Agreement.
SECTION 3.3 FORCE MAJEURE. A Party is not liable for failing or delaying performance of its obligations
under this Agreement due to events that are beyond the Parry's reasonable control and occurring without its
fault or negligence, for example, acts of God such as epidemics or pandemics (nationally, statewide, or
locally declared) tornadoes, lightning, earthquakes, hurricanes, floods, or other natural disasters (collectively
"Force Majeure"), provided that the Party has promptly notified the other Party in writing of the occurrence
of the Force Majeure, except that a Force Majeure shall not excuse Payor's payment to Payee of any portion
of the Contract Amount that is due from Payor to Payee where Payee has performed in accordance with this
Agreement the Services for which payment is requested and submitted an invoice and supporting
information in accordance with Section 2.2. Payee shall not be entitled to any payment for Services that
Payee did not perform during the period in which the Force Majeure occurred.
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ARTICLE 4 INSURANCE.
Each Party, at its cost and throughout the Contract Term, shall maintain in effect insurance or self-insurance
providing coverage that complies, at a minimum, with the following requirements, and shall provide written
proof of such insurance to the other Party upon the other Parry's request: (A) commercial general liability
with limits of not less than $1,000,000 per occurrence and $2,000,000 general aggregate and with coverage
for property damage, bodily injury, and personal and advertising injury; (B) workers compensation with limits
of not less than $1,000,000 or as required by California laws, whichever is greater; and employer's liability
insurance of not less than $1,000,000; and (C) commercial automobile liability covering, at a minimum, non-
owned and hired autos and, if there are any autos owned by the Party, then also covering owned autos, with
a combined single limit of not less than $1,000,000 per accident.
ARTICLE 5 INDEMNITY.
Except as stated on the Cover in which case such provisions shall govern to the extent provided therein,
each Party's indemnity, defense, and hold harmless obligations to the other Party under or related to this
Agreement shall be governed solely by this Article. A Party ("Indemnitor") shall: (A) indemnify and hold
harmless the other Party ("Indemnitee") to the full extent permitted by California laws for any Loss
sustained by Indemnitee or a Third Party only in proportion to Indemnitor's liability based on a Final
Determination; and (B) defend and pay for all of Indemnitor's attorney's fees and litigation costs related to
any Claim or Loss without any right against or from the Indemnitee for indemnity and/or hold harmless of
such costs and fees, or any right for defense. A Party who intends to seek or seeks indemnity and/or hold
harmless for any Loss from the other Party shall notify the other Party in writing and within a reasonable time
after the Party knows or becomes aware of any Claim that may or will result in a Loss, describing, if known or
determinable, the pertinent circumstances, all entities and persons involved, and the amount being claimed.
A Parry's obligations under this Article are not limited to or by any insurance that it maintains or the lack of
insurance but apply to the full extent permitted by California laws, and shall survive the termination of this
Agreement. "Claim" means any claim, demand, lawsuit, cause of action, action, cross-complaint, cross-
action, and/or proceeding arising out of, resulting from, or relating to this Agreement where there has been
no Final Determination. "Loss" means any bodily injury, property damage, personal injury, advertising injury,
liability, loss, damage, judgment, expense, and/or cost (excluding attorney's fees and litigation costs that a
Parry or a Third Party incurred or paid related to a Loss or Claim) arising out of, resulting from, or relating to
this Agreement and for which there has been a Final Determination that a Party is or both Parties are liable.
"Third Party" means a person who or an entity that is not any of the following: (A) a Party; (B) an owner,
director, officer, employee, or agent of Agency; (C) an employee, agent, or volunteer of FCSS or a member,
officer, or agent of the Fresno County Board of Education; or(D) contracted with (whether directly or through
a subcontract of any level) or otherwise retained by a Party to act for or on the Party's behalf. "Final
Determination" means any judgment, order, or decision, each a "Determination," by a court of competent
jurisdiction or a governmental entity with jurisdiction to render the Determination where the Determination is
not subject to appeal or the period for an appeal has expired.
ARTICLE 6 DISPUTE RESOLUTION.
The Parties shall meet and confer in good faith to resolve any dispute between them arising out of, resulting
from, or relating to this Agreement, including any Claim or Loss for which a Party seeks indemnity pursuant
to Article 5 and any dispute relating to this Agreement that arises or occurs after the termination of this
Agreement. During a dispute regarding payment under this Agreement, Payor shall pay Payee the portion of
the Contract Amount that is undisputed and due to Payee; if a disputed portion of the Contract Amount is
determined in a Final Determination to be due to Payee, Payor shall pay such amount to Payee within 30
days of the date of the Final Determination, unless a different date is stated in the Final Determination or in
an agreement executed by the Parties, in which case, Payor shall pay Payee in accordance therewith.
Except for an action to preserve the status quo and/or prevent irreparable harm, a Party shall not commence
any cause of action, action, lawsuit, or proceeding arising out of, resulting from, or relating to this Agreement
until after the Parry has complied with the provisions of this Article. The provisions of this Article shall survive
the termination of this Agreement.
ARTICLE 7 GENERAL PROVISIONS.
SECTION 7.1 ENTIRE AGREEMENT, CONFLICT, EXECUTION, AMENDMENT, AND WAIVER. This
Agreement is a complete and exclusive statement of the Parties' agreement under Code of Civil Procedure
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section 1856. This Agreement consists of, and any conflict or inconsistency in this Agreement shall be
resolved by giving precedence as follows: Cover, General Terms and Conditions, exhibit or attachment
stated in this Agreement as being a part of this Agreement, and the Required Documents. The Parties may
execute this Agreement and any amendment in counterparts such that each Parry's signature is on a
separate page. A copy or an original of this Agreement or an amendment with the Parties' signatures,
whether original or transmitted by electronic means, shall be deemed a fully executed contract. The Parties
may amend or waive any provision of this Agreement only by a writing executed by them.
SECTION 7.2 INTERPRETATION; APPLICABLE LAWS AND TIME ZONE; VENUE; SEVERABILITY; AND
SURVIVAL OF TERMINATION. If there is uncertainty of any language in this Agreement, the Parties agree
that Civil Code section 1654 shall not apply to interpret the uncertainty. The language of this Agreement shall
be interpreted according to its fair meaning and not strictly for or against any Party and under California laws
without giving effect to California's choice of law provisions that may result in the application of the laws of
another jurisdiction. All dates and times stated in this Agreement shall be according to Pacific Time. All
causes of action, actions, lawsuits, and proceedings arising out of, resulting from, or relating to this
Agreement shall be adjudicated in state or federal court in Fresno County, California, provided that FCSS
does not hereby waive any immunity to suit. If a court of competent jurisdiction holds any provision of this
Agreement void, illegal, or unenforceable, this Agreement shall remain in full force and effect and shall be
interpreted as though such invalidated provision is not a part of this Agreement and the remaining provisions
shall be construed to preserve the Parties' intent in this Agreement. Any provision in this Agreement that by
its nature applies after, or is specifically stated to survive, the termination of this Agreement shall survive the
termination of this Agreement.
SECTION 7.3 INDEPENDENT CONTRACTOR, ASSIGNMENT, AND TRANSFER. Each Party is an
independent contractor, and it and its officers, employees, and agents are not, and shall not represent
themselves as, officers, employees, or agents of the other Party. This Agreement does not and shall not be
construed to create an employment or agency relationship, partnership, or joint venture between the Parties.
A Party and its officers, employees, agents, and any other person performing services for or on behalf of the
Party shall not have any right or claim against the other Party for wages or employee compensation, social
security benefits, workers compensation benefits, health benefits, vacation, sick leave, or other employee
benefits. A Party shall not assign or transfer any or all of its obligations and/or rights under this Agreement,
including by operation of law or change of control or merger, without the other Party's prior written consent.
SECTION 7.4 NOTICES. Except as may be stated otherwise in this Agreement in which case such
provision shall govern to the extent provided therein, each Party shall give any notices, demands, and all
other communications required or permitted under this Agreement in writing and by one of the following
methods to the other Party at its address and/or email stated on the Cover, delivery to be effective upon
receipt thereof by the other Party: (A) hand delivery; (B) sent by a reputable overnight courier service that
tracks the delivery; (C) sent by certified mail, return receipt requested, postage prepaid; or (D) sent by
regular mail and transmitted by e-mail; and, if to FCSS, a copy of any notice and demand by email to:
FCSS Legal Services at legalservices@fcoe.org. A Party may change its contact person and/or contact
information stated on the Cover by notifying the other Party of the particular change and the effective date
thereof in accordance with this Section. The provisions of this Section shall survive the termination of this
Agreement.
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