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HomeMy WebLinkAbout294891 2 AGREEMENT Agreement No. 17-525 3 THIS AGREEMENT is made and entered into this 17th day of October, 2017, by and 4 between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter 5 referred to as "COUNTY", and THE GARDEN OF INNOCENCE, a non-profit corporation whose 6 address is 156 Walker Way, Vista, CA, 92083, hereinafter referred to as "CONTRACTOR". 7 W I T N E S S E T H: 8 WHEREAS, the Sheriff-Coroner of the County of Fresno, from time to time in the 9 performance of their official duties come into possession of the remains of a deceased fetus, infant 10 or child 8 years of age or under; and hereinafter referred to as "deceased abandoned child". 11 WHEREAS, the COUNTY has a need for the humane and dignified disposition and 12 · burial of said deceased abandoned child; and 13 WHEREAS, CONTRACTOR, a non-profit organization, represents that it has the 14 ability and experience to provide a humane dignified burial of said deceased abandoned child; and 15 WHEREAS, CONTRACTOR, has the willingness to provide said disposition and 16 burial services as a public service at no cost to the COUNTY. 17 _, NOW, THEREFORE, in consideration of their mutual covenants and conditions, the 18 parties hereto agree as follows: 19 1. OBLI GA IDNS OF THE CONTRACTOR:. 20 A. CONTRACTOR will take possession of deceased abandoned child from 21 the COUNTY and provide a dignified burial and memorial service in compliance with all applicable 22 laws. 23 B. CONTRACTOR will be notified by the COUNTY with a Certificate of 24 Abandonment stating the deceased abandoned child is ready for pick up and cremation. 25 C. CONTRACTOR will contract with a local mortuary to assist them in the 26 receiving of the deceased abandoned child for cremation. M(?rtuary will pick up the deceased 27 · abandoned child at the request of the CONTRACTOR and cremate the deceased abandoned 28 child. CONTRACTOR will make arrangements directly with the Mortuary for pick-up of the -1- 1 cremains for disposition. 2 D. CONTRACTOR is expressly prohibited from using the occasion of the 3 burial of any deceased abandoned child to further any political, sectarian or publicity purpose. 4 E. CONTRACTOR warrants that it will abide with all policies set forth in the 5 mortuary guidelines established with the designated mortuary regarding the pick-up of the 6 deceased abandoned child, cremation and final disposition. 7 F. CONTRACTOR will provide a permanent place in a Fresno County 8 Cemetery for all abandoned deceased child and all future deceased abandoned child at no cost to 9 the COUNTY. 10 G. CONTRACTOR agrees to take possession of the deceased abandoned 11 child presently in our facility with a completed certificate of abandonment provided by the 12 COUNTY. 13 H. CONTRACTOR will not be involved in receiving any aborted or deceased 14 abandoned child with family ties. 15 I. CONTRACTOR agrees to provide a full memorial service, open to the 16 public to attend and participate. 17 J. CONTRACTOR agrees to keep the names of the deceased abandoned 18 child confidential, providing a given name at the time of burial. 19 K. CONTRACTOR agrees to keep a database of all deceased abandoned 20 children at their headquarters in San Diego for future reference in the event family requests 21 disposition location. 22 23 2. OBLIGATIONS OF THE COUNTY: 24 A. Upon determination that the remains of the deceased abandoned child no 25 longer need to be retained by the COUNTY for any official purpose, the COUNTY shall contact the 26 CONTRACTOR and inform the CONTRACTOR that deceased abandoned child is available for 27 release and cremation. 28 B. The COUNTY will provide the CONTRACTOR with a Certificate of -2- 1 Abandonment as well as the Death Certificate and burial permit at no cost to both parties. 2 3. NO MONETARY COMPENSATION: 3 A. The parties understand and agree that no monetary compensation will be 4 paid from one party to the other during the term of this agreement. 5 6 4. TERMS: 7 The term of this Agreement shall be for a period of three (3) years, 8 commencing on October 17, 2017 through and including October 16, 2020. This Agreement may 9 be extended for two (2) additional consecutive twelve (12) month periods upon written approval of 10 both parties no later than thirty (30) days prior to the first day of the next twelve ( 12) month 11 extension period. The Sheriff-Coroner or her designee is authorized to execute such written 12 approval on behalf of COUNTY based on CONTRACTOR's satisfactory performance. 13 14 5. TERMINATION: 15 A. Breach of Contract -The COUNTY may immediately suspend or terminate 16 this Agreement in whole or in part, where in the determination of the COUNTY the 17 CONTRACTOR has failed to perform any obligation imposed by this contract. In the event the 18 contract is terminated for breach of contract, each deceased abandoned child that has not been 19 cremated and/or buried will be returned to the COUNTY within five (5) days. 20 21 B. Without Cause -Under circumstances other than those set forth above, 22 this Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written 23 notice of an intention to terminate to CONTRACTOR. 24 25 6. INDEPENDENT CONTRACTOR: In performance of the work, duties and 26 obligations assumed by CONTRACTOR under this Agreement, it is mutually understood and 27 agreed that CONTRACTOR, including any and all of the CONTRACTOR'S officers, agents, and 28 employees will at all times be acting and performing as an independent contractor, and shall act in -3- 1 an independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or 2 associate of the COUNTY. Furthermore, COUNTY shall have no right to control or supervise or 3 direct the manner or method by which CONTRACTOR shall perform its work and function. 4 However, COUNTY shall retain the right to administer this Agreement so as to verify that 5 CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof. 6 CONTRACTOR and COUNTY shall comply with all applicable provisions of 7 law and the rules and regulations, if any, of governmental authorities having jurisdiction over 8 matters the subject thereof. 9 Because of its status as an independent contractor, CONTRACTOR shall have 10 absolutely no right to employment rights and benefits available to COUNTY employees. 11 CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its 12 employees all legally-required employee benefits. In addition, CONTRACTOR shall be solely 13 responsible and save COUNTY harmless from all matters relating to payment of 14 CONTRACTOR'S employees, including compliance with Social Security withholding and all other 15 regulations governing such matters. It is acknowledged that during the term of this Agreement, 16 CONTRACTOR may be providing services to others unrelated to the COUNTY orto this 17 Agreement. 18 7. MODIFICATION: Any matters of this Agreement may be modified from time 19 to time by the written consent of all the parties without, in any way, affecting the remainder. 20 8. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this 21 Agreement nor their rights or duties under this Agreement without the prior written consent of the 22 other party. 23 9. HOLD HARMLESS: CONTRACTOR agrees to indemnify, save, hold 24 harmless, and at COUNTY'S request, defend the COUNTY, its officers, agents, and employees 25 from any and all costs and expenses, damages, liabilities, claims, and losses occurring or 26 resulting to COUNTY in connection with the performance, or failure to perform, by 27 CONTRACTOR, its officers, agents, or employees under this Agreement, and from any and all 28 costs and expenses, damages, liabilities, claims, and losses occurring or resulting to any person, -4- 1 firm, or corporation who may be injured or damaged by the performance, or failure to perform, 2 of CONTRACTOR, 3 10. INSURANCE: 4 Without limiting the COUNTY's right to obtain indemnification from 5 CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full 6 force and effect, the following insurance policies or a program of self-insurance, including but not 7 limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the 8 term of the Agreement: 9 A Automobile Liability 10 Comprehensive Automobile Liability Insurance with limits for bodily injury of 11 not less than Two Hundred Fifty Thousand Dollars ($250,000.00) per person, Five Hundred 12 Thousand Dollars ($500,000.00) per accident and for property damages of not less than Fifty 13 Thousand Dollars ($50,000.00), or such coverage with a combined single limit of Five Hundred 14 Thousand Dollars ($500,000.00). Coverage should include owned and non-owned vehicles used 15 in connection with this Agreement. 16 B. Worker's Compensation 17 A policy of Worker's Compensation insurance as may be required by the 18 California Labor Code. 19 This insurance shall not be cancelled or changed without a minimum of thirty 20 (30) days advance written notice given to COUNTY. 21 Within Thirty (30) days from the date CONTRACTOR signs and executes this 22 Agreement, CONTRACTOR shall provide certificates of insurance and endorsement as stated 23 above for all of the foregoing policies, as required herein, to the County of Fresno, (Name and 24 Address of the official who will administer this contract), stating that such insurance coverage have 25 been obtained and are in full force; that the County of Fresno, its officers, agents and employees 26 will not be responsible for any premiums on the policies; and that this insurance shall not be 27 cancelled or changed without a minimum of thirty (30) days advance, written notice given to 28 COUNTY. -5- 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 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be issued by admitted insurers licensed to do business in the State of California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. 11. AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during business hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for examination all of its records and data with respect to the matters covered by this Agreement. The CONTRACTOR shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement. 12. SELF DEALING DISCLOSURE: This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit or non-profit corporation) or if during the term of this Agreement, the CONTRACTOR changes its status to operate as a corporation. Members of the CONTRACTOR Board of Directors shall disclose any self-dealing transactions that they are a party to while CONTRACTOR is providing goods or performing services under this Agreement. A self-dealing transaction shall mean a transaction to which CONTRACTOR is a party and in which one or more of its directors has a material financial interest. This provision is only applicable if the CONTRACTOR is operating as a Corporation Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form (Exhibit "A") and submitting it to COUNTY prior to commencing with the self-dealing transaction or immediately thereafter. 13. NOTICES: The persons and their addresses having authority to give and receive notices under this Agreement include the following: COUNTY Maraaret Mims -6-CONTRACTOR Garden of Innocence 1 2 Sheriff-Coroner 2200 Fresno Street Fresno, CA 93721 Elissa Davev. Founder 156 Walker Wav Vista, CA 92083 3 Any and all notices between the COUNTY and the CONTRACTOR provided 4 for or permitted under this Agreement or by law shall be in writing and shall be deemed duly 5 served when personally delivered to one of the parties, or in lieu of such personal services, when 6 deposited in the United States Mail, postage prepaid, addressed to such party. 7 14. GOVERNING LAW: Venue for any action arising out of or related to this 8 Agreement shall only be in Fresno County, California. 9 The rights and obligations of the parties and all interpretation and performance 1 o of this Agreement shall be governed in all respects by the laws of the State of California. 11 15. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement 12 between the CONTRACTOR and COUNTY with respect to the subject matter hereof and 13 supersedes all previous Agreement negotiations, proposals, commitments, writings, 14 advertisements, publications, and understanding of any nature whatsoever unless expressly 15 included in this Agreement. 16 17 18 19 20 21 22 23 24 25 26 27 28 -7- 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as 2 of the day and year first hereinabove written. 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 CONTRACTOR Elissa vey, Founder Garden of Innocence 156 Walker Way Vista , CA 92083 DATE: ~~ ~8 1t).0 17 FOR ACCOUNTING USE ONLY: ORG No.: Account No.: Requisition No.: FCMC 06/11 31117000 7295 NA Chairman , Board of Supervisors DATE: Jb-l'1-lt REVIEWED & RECOMMENDED FOR APPROVAL c:::=:;.W~0 Margaret Mims Sheriff-Coroner APPROVED AS TO ACCOUNTING FORM ATTE ST: BERN IC E E. SEIDEL Cle rk to the Board of Supe rvisors County of Fresno , State of California Bv ~SQ..,v\ ~*"'°'° Deputy G:\ADMINISTRATION \BUSINESS\FINAN CIA L REPORTING\BOS AGENDA\CONTRACTSIGARDEN OF INN OCENCE\A GREEMENT\ON FILE WITH CLER K -AGREEMENT WITH GARDEN OF INNOC ENCE . DOC -8- 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 A 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. (S) Form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4). -9- 1 2 3 4 5 6 7 8 (1) Company Board Member Information: Name: Job Title: (2) Company/ Agency Name and Address: Date: 9 (3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to): 10 11 12 13 14 15 16 17 18 19 20 (4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a): 21 22 23 24 25 26 27 28 (5) Authorized Signature Signature: I I Date: I -10- 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 -11-