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HomeMy WebLinkAboutAgreement A-20-054 with Fresno Unified School District.pdf1 2 AGREEMENT Agreement No. 20-054 3 THIS AGREEMENT is made and entered into this ..A1h. day of February , 2020, by and between 4 the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as 5 "COUNTY'', and FRESNO UNIFIED SCHOOL DISTRICT, whose address is 2309 Tulare Street, Fresno , 6 CA 93721 , hereinafter referred to as "SCHOOL." COUNTY and SCHOOL may be collectively referred to 7 herein as "Parties" or in the singular as "Party ." 8 WI T N E S S E T H: 9 WHEREAS, SCHOOL desires to secure law enforcement services from COUNTY, through the 10 Fresno County Sheriffs Office, at Wawona Middle School , located at 4524 N. Thorne Ave., Fresno, CA 11 93704 (referred to herein as the "Premises"); and 12 WHEREAS, COUNTY agrees to render such law enforcement services at the Prem ises on the 13 terms and conditions hereinafter set forth , and SCHOOL ag rees to pay COUNTY the cost of performing 14 such services at the Premises at the rates and under the terms and conditions herein set forth . 15 NOW, THEREFORE , in consideration of the mutual covenants, terms and conditions herein 16 contained, the parties hereto agree as follows : 17 18 1. SERVICES PROVIDED BY COUNTY A. General Law Enforcement Services: COUNTY agrees its Sheriff's Office will 19 provide, within the limitations of this Agreement , law enforcement services consisting of one Deputy 20 Sheriff as set forth in Exhibit A, attached hereto and incorporated herein by this reference, for up to 21 1,500 hours of services. Duties to be performed by the Deputy Sheriff include intervention, prevention , 22 education, and law enforcement activities at the Premises during normal school hours and operations, 23 between August 12, 2019 and June 30, 2020. 24 B. Special Events Services: SCHOOL acknowledges , agrees , and represents that 25 SCHOOL events that require law enforcement services which occurs or take place outside of the normal 26 school operations and hours, which are authorized by permit at the Premises , are not included in the 27 General Law Enforcement Services set forth in 1.A. and are i nstead "Special Events Service(s)." 28 SCHOOL shall notify the Sheriffs Office at least thirty (30) days in advance of the need for any such -1- 1 Special Events Service(s) if and when SCHOOL desires COUNTY to provide law enforcement services 2 at such an event. In the event COUNTY provides Special Events Service(s), such services may include 3 intervention, prevention, education, and/or law enforcement activities that are agreeable between 4 COUNTY and SCHOOL. The Fresno County Sheriff's Office, or its designee ("Sheriff's Office"), acting 5 on behalf of COUNTY, is authorized to agree to provide some or all, to or decline to provide any, of the 6 Special Events Service(s) requested by SCHOOL. Special Events Service(s) are chargeable to 7 SCHOOL at the rates identified in Exhibit A. 8 C. The performance of General Law Enforcement Services and Special Event 9 Services, including the standards of performance, the discipline of officers, and all other matters incident 1 O to the performance of law enforcement services and the control of law enforcement personnel, shall be 11 the right and responsibility of COUNTY. In the case of dispute between the Parties as to the extent, 12 duties, or functions to be rendered under this Agreement, or the minimum level or manner of such 13 performance of such services, the determination made by COUNTY, through its Sheriff's Office shall be 14 final and conclusive. 15 2. TERM 16 This Agreement shall become effective on the 12th day of August, 2019 and shall terminate on the 17 30th day of June, 2020. 18 3. TERMINATION 19 A. Non-Allocation of Funds -The terms of this Agreement, and the services to 20 be provided hereunder, are contingent on the approval of funds by the appropriating government 21 agency. Should sufficient funds not be allocated, the services provided may be modified, or this 22 Agreement terminated, at any time· by giving SCHOOL thirty (30) days advance written notice. 23 B. Breach of Contract -COUNTY may immediately suspend or terminate this 24 Agreement in whole or in part, where in the determination of COUNTY there is: 25 26 27 28 1) 2) 3) 4) An illegal or improper use of funds; A failure to comply with any term of this Agreement; Any delay in payment by SCHOOL after March 4, 2020. A substantially incorrect or incomplete report submitted to COUNTY; -2- 1 5) Improperly performed service. 2 C. Without Cause -Under circumstances other than those set forth above, this 3 Agreement may be terminated by either party (COUNTY or SCHOOL) upon the giving of thirty (30) days 4 advance written notice of an intention to terminate to the other party. 5 4. COMPENSATION/INVOICING: 6 A SCHOOL shall pay COUNTY the cost of performing General Law Enforcement Services at 7 the Premises, as set forth in Section 1.A, above, at the applicable rate for such services as 8 delineated in Exhibit A SCHOOL will compensate COUNTY for a total of 1,500 hours of 9 General Law Enforcement Services, to be paid over ten ( 10) payments for one-hundred-fifty 1 O (150) hours per payment. In addition, SCHOOL shall pay COUNTY for Special Events 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Service(s), as set forth in Section 1.B., above, as agreed upon by COUNTY and SCHOOL, at the applicable rate for such services as delineated in Exhibit A B. As indicated in Exhibit A, the hourly rates to be charged by COUNTY, and subsequently paid by SCHOOL, are the rates set forth in the County's Master Schedule of Fees, Charges, and Recovered Costs, Section 2609, subdivision (a), for Regular (i.e. General Law Enforcement Services) and Overtime (i.e. Special Law Enforcement Services) rates, in place at the time the services are provided. The parties agree that if and when the Master of Schedule of Fees, Charges, and Recovered Costs, Section 2609, subdivision (a), is amended, changed, or revised, in any way that changes the rates being charged for the services identified in this Agreement, that the new rates will be charged by COUNTY, and paid by SCHOOL, for any services provided pursuant to this Agreement, from the date of the amendment, change, or revision, going forward. The parties further agree that if and when the Master of Schedule of Fees, Charges and Recovered Costs is amended, changed, or revised, in any way that changes the rates being charged for the services identified in this Agreement, such amended, changed, or revised rate will automatically and without any notice to SCHOOL be incorporated into this Agreement, replacing any contrary or conflicting rate, from the effective date of the amendment, change, or revision in the rate(s), and will become the new rate to be paid by SCHOOL to COUNTY for services -3- 1 2 3 4 5 6 7 8 9 10 11 12 13 5. provided, from the effective date of the rate change forward. The parties acknowledge that the County's Master Schedule of Fees, Charges, and Recovered Costs is subject to change. C. COUNTY shall submit monthly invoices to SCHOOL and SCHOOL shall pay COUNTY within thirty (30) calendar days of receipt of any such invoice. At the expiration of termination of this Agreement, COUNTY may, in the discretion of Sheriff or her or his designee, submit a final invoice for all amounts then unpaid, including any remaining, unpaid portion of the 1,500 hours of General Law Enforcement Services, and SCHOOL shall pay the full amount of this final invoice within thirty (30) days of receipt thereof. Any payment made more than 30 days after receipt of an invoice may result in contract termination or service reduction, in the sole discretion of the Fresno County Sheriff's Office, without any penalty of recourse against COUNTY. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations 14 assumed by COUNTY under this Agreement, it is mutually understood and agreed that COUNTY, including 15 any and all of COUNTY'S officers, agents, and employees will at all times be acting and performing as an 16 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, 17 employee, joint venturer, partner, or associate of SCHOOL. Furthermore, SCHOOL shall have no right to 18 control or supervise or direct the manner or method by which COUNTY shall perform its work and function. 19 However, SCHOOL shall retain the right to administer this Agreement so as to verify that COUNTY is 20 performing its obligations in accordance with the terms and conditions thereof. 21 SCHOOL and COUNTY shall comply with all applicable provisions of law and the rules and 22 regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. 23 The Parties shall be solely liable and responsible for providing to, or on behalf of, their employees 24 all legally-required employee benefits. In addition, Parties shall be solely responsible and save the other 25 Party harmless from all matters relating to payment of each Party's employees, including compliance with 26 Social Security withholding and all other regulations governing such matters. 27 6. MODIFICATION: Any matters of this Agreement may be modified from time to time by the 28 written consent of all the parties without, in any way, affecting the remainder. -4- 7. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement 2 nor their rights or duties under this Agreement without the prior written consent of the other party. 3 8. HOLD HARMLESS: COUNTY agrees to indemnify, save, hold harmless, and at 4 SCHOOL'S request, defend the SCHOOL, its officers, agents, and employees from any and all costs and 5 expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or 6 resulting to SCHOOL in connection with the performance, or failure to perform, by COUNTY, its officers, 7 agents, or employees under this Agreement, and from any and all costs and expenses (including attorney's 8 fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm, or 9 corporation who may be injured or damaged by the performance, or failure to perform, of COUNTY, its 10 officers, agents, or employees under this Agreement. 11 SCHOOL agrees to indemnify, save, hold harmless, and at COUNTY's request, defend the 12 COUNTY, its officers, agents and employees from any and all costs and expenses (including attorney's 13 fees and cost), damages, liabilities, claims, and losses occurring or resulting to COUNTY in connection with 14 the performance, or failure to perform by SCHOOL, its officers, agent, or employees under th is Agreement, 15 and from any and all costs and expenses (including attorney's fees and cost), damages, liabilities, claims, 16 and losses occurring or resulting to any person, firm, or corporation who may be injured or damaged by the 17 performance, or failure to perform, of SCHOOL, its officers, agents, or employees under this Agreement. 18 In the event of concurrent negligence on the part of COUNTY or any of its officers, agents or 19 employees, and SCHOOL or any of its officers, agents, or employees, the liability for any and all costs and 20 expenses (including attorney's fees and cost), damages, liabilities, claims, and losses occurring or resulting 21 shall be apportioned under the State of California's theory of comparative negligence as presently 22 established or as may be modified hereafter. 23 9. INSURANCE 24 Without limiting either party's right to obtain indemnification from the other or any third parties, each 25 party, at its sole expense, shall maintain in full force and effect, the following insurance policies or a 26 program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers 27 Agreement (JPA) throughout the term of the Agreement, as applicable. 28 -5- 1 A. Commercial General Liability 2 Commercial General Liability Insurance with limits of not less than Two Million Dollars 3 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This 4 policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including 5 completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal 6 liability or any other liability insurance deemed necessary because of the nature of this Agreement. 7 B. Automobile Liability 8 Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars 9 ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto 10 used in connection with this Agreement. 11 C. Professional Liability 12 If SCHOOL employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in providing 13 services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per 14 occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. 15 D. Worker's Compensation 16 A policy of Worker's Compensation insurance as may be required by the California Labor 17 Code. 18 E. Molestation 19 Sexual abuse/ molestation liability insurance (including but not limited to corporal 20 punishment liability, sexual abuse and molestation liability, and child abduction liability) with limits of not 21 less than One Million Dollars ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) annual 22 aggregate. This policy shall be issued on a per occurrence basis. 23 Additional Requirements Relating to Insurance 24 Each party shall obtain endorsements to the Commercial General Liability insurance naming the 25 other party, its officers, agents, and employees, individually and collectively, as additional insured, but only 26 insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall 27 apply as primary insurance and any other insurance, or self-insurance, maintained by the additionally 28 insured party, its officers, agents and employees shall be excess only and not contributing with the primary -6- 1 insurance provided herein. Each party's insurance shall not be cancelled or changed without a minimum of 2 thirty (30) days advance written notice given to the other party. 3 Each party hereby waives its right to recover from the other party, its officers, agents, and 4 employees any amounts paid by each party's policy of worker's compensation insurance required by this 5 Agreement. Each party is solely responsible to obtain any endorsement to such policy that may be 6 necessary to accomplish such waiver of subrogation, but each party's waiver of subrogation under this 7 paragraph is effective whether or not a party hereto actually obtains such an endorsement. 8 Within thirty (30) days from the date each respective party signs and executes this Agreement, each 9 respective party shall provide certificates of insurance and endorsement as stated above for all of the 1 O foregoing policies, as applicable, to the other party at the addresses set forth in Section 11, below, stating 11 that such insurance coverage have been obtained and are in full force; that each respective party, its 12 officers, agents and employees will not be responsible for any premiums on the other party's policies; that 13 such Commercial General Liability insurance names the other party, its officers, agents and employees, 14 individually and collectively, as additional insured, but only insofar as the operations under this Agreement 15 are concerned; that such coverage for additional insured shall apply as primary insurance and any other 16 insurance, or self-insurance, maintained by the additional insured, its officers, agents and employees, shall 17 be excess only and not contributing with the primary insurance provided herein; and that this insurance 18 shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to the 19 other party. 20 In the event either party fails to keep in effect at all times insurance coverage as herein provided, 21 the other party may, in addition to other remedies it may have, suspend or terminate this Agreement upon 22 the occurrence of such event. 23 All policies shall be issued by admitted insurers licensed to do business in the State of California, 24 and such insurance shall be purchased from companies possessing a current AM. Best, Inc. rating of A 25 FSC VI I or better. 26 10. AUDITS AND INSPECTIONS: SCHOOL shall at any time during business hours, and as 27 often as COUNTY may deem necessary, make available to COUNTY for examination all of its records and 28 data with respect to the matters covered by this Agreement. SCHOOL shall, upon request by COUNTY, -7- 1 permit COUNTY to audit and inspect all of such records and data necessary to ensure SCHOOL'S 2 compliance with the terms of this Agreement. 3 If this Agreement exceeds ten thousand dollars ($10,000.00), COUNTY and SCHOOL shall be 4 subject to the examination and audit of the Auditor General for a period of three (3) years after final 5 payment under contract (Government Code Section 8546.7). 6 11. NOTICES: The persons and their addresses having authority to give and receive notices 7 under this Agreement include the following: 8 9 10 11 12 13 14 COUNTY COUNTY OF FRESNO Sheriff-Coroner-Public Administrator 2200 Fresno Street Fresno, CA 93721 Attention: Business Office FAX No.: 559-488-3699 SCHOOL Fresno Unified School District 2309 Tulare Street Fresno, CA 93721 FAX No.: 559-457-6202 Attention: Ruth F. Quinto Deputy Superintendent/CFO 15 All notices between the COUNTY and SCHOOL provided for or permitted under this Agreement 16 must be in writing and delivered either by personal service, by first-class United States mail, by an overnight 17 commercial courier service, or by telephonic facsimile transmission. A notice delivered by personal service 18 is effective upon service to the recipient. A notice delivered by first-class United States mail is effective 19 three COUNTY business days after deposit in the United States mail, postage prepaid, addressed to the 20 recipient. A notice delivered by an overnight commercial courier service is effective one COUNTY business 21 day after deposit with the overnight commercial courier service, delivery fees prepaid, with delivery 22 instructions given for next day delivery, addressed to the recipient. A notice delivered by telephonic 23 facsimile is effective when transmission to the recipient is completed (but, if such transmission is completed 24 outside of COUNTY business hours, then such delivery shall be deemed to be effective at the next 25 beginning of a COUNTY business day), provided that the sender maintains a machine record of the 26 completed transmission. For all claims arising out of or related to this Agreement, nothing in this section 27 establishes, waives, or modifies any claims presentation requirements or procedures provided by law, 28 including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code, -8- 1 beginning with section 810). 2 12. GOVERNING LAW: Venue for any action arising out of or related to this Agreement shall 3 only be in Fresno County, California. 4 The rights and obligations of the parties and all interpretation and performance of this Agreement 5 shall be governed in all respects by the laws of the State of California. 6 13. DISCLOSURE OF SELF-DEALING TRANSACTIONS 7 This provision is only applicable if the SCHOOL is operating as a corporation (a for-profit or non-8 profit corporation) or if during the term of the agreement, the SCHOOL changes its status to operate as 9 a corporation. 1 O Members of the SCHOOL's Board of Directors shall disclose any self-dealing transactions that 11 they are a party to while SCHOOL is providing goods or performing services under this agreement. A 12 self-dealing transaction shall mean a transaction to which the SCHOOL is a party and in which one or 13 more of its directors has a material financial interest. Members of the Board of Directors shall disclose 14 any self-dealing transactions that they are a party to by completing and signing a Self-Dealing 15 Transaction Disclosure Form, attached hereto as Exhibit B and incorporated herein by reference, and 16 submitting it to the COUNTY prior to commencing with the self-dealing transaction or immediately 17 thereafter. 18 14. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the 19 SCHOOL and COUNTY with respect to the subject matter hereof and supersedes all previous agreement 20 negotiations, proposals, commitments, writings, advertisements, publications, and understanding of any 21 nature whatsoever unless expressly included in this Agreement. 22 15. COUNTERPARTS: This Agreement may be executed in any number of counterparts, each 23 of which shall be deemed an original, but all of which together shall constitute one and the same 24 Agreement, binding on the Parties according to its terms and conditions. 25 26 27 28 -9- 1 IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year 2 first hereinabove written . 3 4 FRESNO UNIFIED SCHOOL 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 DISTRICT Ruth F . Quinto , Deputy Superintendent/CFO 2309 Tulare St. FRESNO , CA 93721 Mailing Address FOR ACCOUNTING USE ONLY: ORG : Account: Fund: Subclass: 31113965 4975 0001 10000 COUNTY OF FRESNO ~~~ ErnestBuddyndes, Chairman of the Board of Supervisors of the County of Fresno ATTEST: Bernice E . Seidel Clerk of the Board of Supervisors County of Fresno , State of California Fresno Unified School District -10- 1 Sheriff-Coroner-Public Administrator, County of Fresno 2 "Exhibit A" 3 I. General Law Enforcement Services, One Deputy 4 SCHOOL agrees to pay COUNTY for providing General Law Enforcement Services under Sections 1.A 5 and 4 of the Agreement, as follows: 6 • COUNTY will provide one Deputy Sheriff, at the then current rate (i.e. the rate listed at the time the 7 service is provided) listed in the Master Schedules of Fees Charges, and Recovered Costs, Section 8 2609, subdivision (a), for a Deputy Sheriff Ill at the "Regular" hourly rate, per hour, per Deputy 9 Sheriff. SCHOOL acknowledges that these rates are subject to change, as discussed in the 10 Agreement. The total amount of the General Law Enforcement Services to be provided and paid 11 for, and the manner of invoicing, is discussed in the Agreement. 12 13 II. Special Events Services 14 SCHOOL agrees to pay COUNTY for providing Special Event Service(s), under Sections 1.B and 4 of the 15 Agreement, as follows: 16 • At the then current rate (i.e. the rate listed at the time the service is provided) in the Master Schedule 17 of Fees, Charges, and Recovered Codes, Section 2609, subdivision (a), for a Deputy Sheriff Ill at 18 the "Overtime" hourly rate, per hour, per Deputy Sheriff. SCHOOL acknowledges that these rates 19 are subject to change, as discussed in the Agreement. 20 21 22 23 24 25 26 27 28 Exhibit B -11- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 "Exhibit B" SELF-DEALING TRANSACTION DISCLOSURE FORM In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members of a contractor's board of directors (hereinafter referred to as "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 utilized 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. (5) Form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4). -12- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 (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 Sianature Signature:\ \ Date: I -13-