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AGREEMENT
THIS AGREEMENT made and entered into on this ______day of _____, 2016,
between the COUNTY OF FRESNO, a political subdivision of the State of California, on
behalf of County Service Area No. 50, Auberry ("COUNTY"), and the AUBERRY
VOLUNTEER FIRE DEPARTMENT, a California non-profit corporation, whose address
is P.O. Box 191, Auberry, California 93664 ("CONTRACTOR"; together with COUNTY,
“the Parties”).
WITNESSETH:
WHEREAS, the COUNTY formed County Service Area No. 50 (“CSA 50”) to
provide structural fire protection and first responder medical services; and
WHEREAS, the operation and maintenance of those services and facilities
requires personnel on an irregular or part-time basis; and
WHEREAS, it is advantageous to the COUNTY and the users of those services
and facilities that the operation and maintenance be performed by the CONTRACTOR
at actual costs; and
WHEREAS, the CONTRACTOR has the capability to provide the required
operation and maintenance; and
WHEREAS, the Citizens’ Advisory Committee for CSA 50 has proposed a budget
to finance said services for FY 2016-17. All subsequent contract amounts will be
brought to the Citizens’ Advisory Committee for consideration.
NOW, THEREFORE, the Parties agree as follows:
1. OBLIGATIONS OF CONTRACTOR
CONTRACTOR shall operate and maintain all facilities in connection with the
services, which are: (1) structural fire protection within CSA 50, and (2) first responder
medical services to serve CSA 50. Those services shall include providing all necessary
personnel and supplies for the operation and maintenance of buildings, grounds,
vehicles, equipment, tools, utilities, supplies, dispatch services, training, bookkeeping,
billing and insurance coverage for the purposes of providing structural fire protection
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and first responder medical services.
2. COMPENSATION
A. Exhibit A to this agreement provides a five year projection of revenues,
expenditures, and reserves for FY 2016-2017 through FY 2020-2021. The
CONTRACTOR’s compensation, in the form of cost reimbursement, for each fiscal year
shall not exceed the amounts stated below, which are the amounts currently estimated
to be available for cost reimbursement to the CONTRACTOR. The COUNTY does not
guarantee that the stated amounts will be available to the CONTRACTOR; the
COUNTY may reduce the stated amount in any one or more of those fiscal years, for
example due to unforeseen revenue or expenditure events.
Fiscal Year Contractor’s Base
Cost Reimbursement
2016-2017 $72,000
2017-2018 $72,000
2018-2019 $72,000
2019-2020 $72,000
2020-2021 $72,000
B. If the COUNTY, at its sole discretion, determines after reviewing revised
revenue, expenditure, and cash balance reports that there will be additional funds
available in a fiscal year budget after paying for all COUNTY costs and maintaining
adequate cash reserves, the COUNTY may increase the CONTRACTOR’s maximum
cost reimbursement up to ten percent (10%) for that fiscal year.
C. CONTRACTOR shall include in each written request for reimbursement
copies of payment receipts for costs incurred by the CONTRACTOR for structural fire
protection and first responder medical services as provided in section 1 of this
agreement. Reimbursement of costs may include the following:
1. Building maintenance and management.
2. Materials, supplies and tools for the providing structural fire
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protection and first responder medical services.
3. Bookkeeping services.
4. Payment of electrical power for lighting to utility purveyors.
D. Subject to section 2.A., above, COUNTY shall reimburse the
CONTRACTOR for services under this agreement within forty-five (45) days after
receipt of an itemized invoice, approved by the COUNTY, for the services rendered.
3. OBLIGATIONS OF THE COUNTY
A. The COUNTY may audit the CONTRACTOR’s financial records when
deemed necessary by the COUNTY.
B. The COUNTY Director of the Department of Public Works and Planning or
his or her designee is the “County Representative,” and will represent the COUNTY and
work with the CONTRACTOR in the administration of this agreement.
4. TERM
This agreement is effective for a period of three years, from July 1, 2016, through
the June 30, 2019, unless terminated earlier as provided in this agreement. This
agreement may be extended for two additional consecutive 12-month periods upon
written approval of both parties no later than 30 days before the first day of the next 12 -
month extension period. The COUNTY Director of Public Works and Planning or his or
her designee is authorized to execute such written approval on behalf of COUNTY
based on CONTRACTOR’s satisfactory performance.
5. TERMINATION
A. Non-Allocation of Funds. The terms of this agreement, and the services
to be provided under it, are contingent on the approval of funds by the appropriating
government agency. If sufficient funds are not allocated, the COUNTY may modify the
services provided, or terminate this agreement, at any time by giving the
CONTRACTOR thirty (30) days advance written notice.
B. Breach of Contract. The COUNTY may immediately suspend or terminate
this Agreement in whole or in part, where in the determination of the COUNTY there is:
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1) An illegal or improper use of funds;
2) A failure to comply with any term of this Agreement;
3) A substantially incorrect or incomplete report submitted to the
COUNTY;
4) Improperly performed service.
In no event shall any action by the COUNTY constitute a waiver by the COUNTY
of any breach of this Agreement or any default which may then exist on the part of the
CONTRACTOR, nor shall such action impair or prejudice any remedy available to the
COUNTY with respect to the breach or default.
C. Without Cause. Under circumstances other than those set forth
above, the COUNTY may terminate this agreement by giving of thirty (30) days advance
written notice of termination to CONTRACTOR.
6. INDEPENDENT CONTRACTOR
A. In performance of the work, duties, and obligations assumed by
CONTRACTOR under this agreement, CONTRACTOR, including any or all of
CONTRACTOR’s officers, agents, and employees, is at all times acting and performing
as an independent contractor, and shall act in an independent capacity and not as an
officer, agent, servant, employee joint venturer, partner or associate of the COUNTY.
COUNTY has no right to control or supervise or direct the manner or method by which
CONTRACTOR performs its work and function under this agreement, except that
COUNTY retains the right to administer this agreement so as to verify that
CONTRACTOR is performing its obligations in accordance with the terms and
conditions of this agreement. CONTRACTOR and COUNTY shall comply with all
applicable provisions of law and the rules and regulations, if any, of governmental
authorities having jurisdiction over the subject matter of this agreement.
B. As an independent contractor, CONTRACTOR has absolutely no right to
employment rights and benefits available to COUNTY employees. CONTRACTOR is
solely liable and responsible for providing to or on behalf of its employees all legally
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required employee benefits. In addition, CONTRACTOR is solely responsible for, and
shall save COUNTY harmless from, all matters relating to payment of CONTRACTOR’s
employees, including compliance with Social Security, withholding, and all other
regulations governing such matters.
C. The CONTRACTOR shall comply with all State and Federal laws relating
to its volunteers and contract labor and shall carry adequate Worker's Compensation
Insurance, proof of which shall be given to the COUNTY.
7. MODIFICATION
This agreement may not be modified except by the written consent of all the
Parties without, in any way, affecting the remainder.
8. NON-ASSIGNMENT BY CONTRACTOR
CONTRACTOR shall not assign, transfer or sub-contract this agreement or its
rights and duties under this agreement without the prior written consent of the
COUNTY.
9. HOLD HARMLESS
CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY’s
request defend the COUNTY, its officers, agents, and employees from any and all costs
and expenses, damages, liabilities, claims, and losses occurring or resulting to
COUNTY in connection with the performance, or failure to perform, by CONTRACTOR,
its officers, agents, or employees under this Agreement, and from any and all costs and
expenses, damages, liabilities, claims, and losses occurring or resulting to any person,
firm, or corporation who may be injured or damaged by the performance, or failure to
perform, of CONTRACTOR, its officers, agents, or employees under this agreement.
10. AUDITS AND INSPECTIONS
A. The CONTRACTOR shall at any time during regular business hours, and
as often as the COUNTY may deem necessary, make available for examination by the
COUNTY Auditor-Controller/Treasurer-Tax Collector, or his or her authorized
representatives, all of CONTRACTOR’S records and data with respect to matters
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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 relating to matters
covered by this agreement, to ensure CONTRACTOR’s compliance with the terms of
this agreement.
B. If this agreement exceeds ten thousand dollars ($10,000), CONTRACTOR
shall be subject to the examination and audit of the California State Auditor for a period
of three (3) years after final payment under this agreement (Government Code Section
8546.7).
11. NOTICES
The persons and their addresses having authority to give and receive notices
under this Agreement include the following:
COUNTY CONTRACTOR
Special Districts Administrator Rick Schacher
Department of Public Works and Planning Auberry Volunteer Fire
2220 Tulare Street, 6th Floor Department
Fresno, CA 93721 Post Office Box 191
(559) 600-4259 Auberry, CA 93602
(559) 600-4552 (FAX) (559) 285-9100 (PHONE/FAX)
All notices between the COUNTY and the CONTRACTOR provided for or permitted
under this agreement must be in writing and delivered either by personal service, by
first-class United States mail, by an overnight commercial courier service, or by
telephonic facsimile transmission. A notice delivered by personal service is effective
upon service to the recipient. A notice delivered by first -class United States mail is
effective three COUNTY business days after deposit in the United States mail, postage
prepaid, addressed to the recipient. A notice delivered by an overnight commercial
courier service is effective one COUNTY business day after deposit with the overnight
commercial courier service, delivery fees prepaid, with delivery instructions given for
next day delivery, addressed to the recipient. A notice delivered by telephonic facsimile
is effective when transmission to the recipient is completed (but, if such transmission is
completed outside of COUNTY business hours, then such delivery shall be deemed t o
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be effective at the next beginning of a COUNTY business day), provided that the sender
maintains a machine record of the completed transmission. For all claims arising out of
or related to this agreement, nothing in this section establishes, waives, or modifies any
claims presentation requirements or procedures provided by law, including but not
limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
beginning with section 810).
12. VENUE AND GOVERNING LAW
A. Venue for any action arising out of or related to this agreement is Fresno
County, California.
B. The rights and obligations of the parties and all interpretation and
performance of this agreement are governed in all respects by the laws of the State of
California.
13. PARTIES BOUND BY AGREEMENT
This agreement is binding upon the COUNTY, the CONTRACTOR, and their
respective successors in interest, legal representatives, executors, administrators, and
assigns with respect to all covenants as set forth in this agreement.
14. COMPLIANCE WITH LAWS
CONTRACTOR shall comply with all applicable federal, state, and local laws,
ordinances, regulations, and provisions of the Fresno County Charter in effect during
the term of this agreement.
15. CONTRACTOR’S LEGAL AUTHORITY
Each individual executing this agreement on behalf of CONTRACTOR hereby
covenants, warrants, and represents that he or she is duly authorized to execute and
deliver this agreement on behalf of CONTRACTOR and that this agreement is binding
upon CONTRACTOR.
16. INSURANCE
A. Prior to commencing the duties under this agreement with the COUNTY,
the CONTRACTOR shall have the following insurance policies in force during the term
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of the agreement or until the agreement is terminated or it expires. The Certificates of
Insurance shall be provided by CONTRACTOR to the COUNTY’s Risk Management
Division.
1. Commercial General Liability Insurance or Comprehensive General
Liability Insurance, naming the COUNTY as an additional insured, with limits of not less
than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars
($2,000,000) aggregate for bodily injury or death, and not less than One Million Dollars
($1,000,000) property damage.
2. Non-Owned and Hired Automobile Liability Insurance with limits for
bodily injury of not less than One Million Dollars ($1,000,000) per person, One Million
Dollars ($1,000,000) per accident and for property damage of not less than One Million
Dollars ($1,000,000).
3. Worker’s Compensation insurance policy as required by the
California Labor Code.
B. All policies shall be issued by admitted insurers licensed to do business in
the State of California. CONTRACTOR shall give COUNTY at least thirty (30) days
written advance notice of any expiration, cancellation or reduction in the coverage of
any of the policies described above.
C. The COUNTY, its officers, agents and employees, individually and
collectively, shall be named as an additional insured on all insurance policies.
Notwithstanding the preceding provision of this paragraph, COUNTY need not be
named as an additional insured under CONTRACTOR’s worker’s compensation policy.
All coverage of COUNTY as an additional insured shall apply as primary insurance and
any other insurance, or self-insurance, maintained by the COUNTY, its officers, agents,
and employees, shall be excess only and not contributing with insurance provided under
the CONTRACTOR’s policies herein.
D. If CONTRACTOR fails to keep in effect at all times insurance coverage as
required under this agreement, the COUNTY may, in addition to other remedies it may
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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.
17. DISCLOSURE OF SELF-DEALING TRANSACTIONS
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’s 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 the CONTRACTOR is a party and in which one or more of its
directors has a material financial interest. 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 B) and submitting it to the
COUNTY prior to commencing with the self-dealing transaction or immediately
thereafter.
18. ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the COUNTY and the
CONTRACTOR with respect to the subject matter of this agreement and supersedes all
previous negotiations, proposals, commitments, writings, advertisem ents, publications,
and understandings of any nature whatsoever unless expressly included in this
agreement.
///
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1 IN WITNESS WHEREOF, the parties have executed this Agreement on the date
2 set forth above.
3
AUBERRY VOLUNTEER FIRE
4 DEPARTMENT
5
,
BY: l ~I)
6 Rick Schacher, Fire Chief
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REVIEWED AND RECO ENDED
9 FOR APPROVAL
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By: ___ ~-#------
Steven E. W. ite, Director
Department of Public Works and
Planning
APPROVED AS TO LEGAL FORM
Daniel C. Cederborg
County Counsel
16 . 7
17 By:~vt/{
18
Deputy
19
APPROVED AS TO ACCOUNTING
20 FORM
Vicki Crow, C.P.A
21 Auditor-Controller/ Treasurer-Tax
Collector 22
23 By: g~ £~~
De uy
24
25 FOR ACCOUNTING USE ONLY
Fund: 0875
26 Subclass: 16480
Org. No: 9248
27 Account: 7220
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COUNTY OF FRESNO
ATIEST:
Bernice E. Seidel, Clerk
Board of Supervisors
EXHIBIT A
FIVE YEAR PROJECTIONS
County Service Area 50 Forecasted Financials at Base Reimbursement
Fiscal Year 2016-17 2017-18 2018-19 2019-20 2020-21
Fire Dept. Reimbursement $72,000 $72,000 $72,000 $72,000 $72,000
Admin. Expenses $6,594 $6,792 $6,995 $7,205 $7,421
Total Expenses $78,594 $78,792 $78,995 $79,205 $79,421
Revenue $81,084 $81,084 $81,084 $81,084 $81,084
End of year Balance $50,533 $52,825 $54,914 $56,792 $58,455
County Service Area 50 Forecasted Financials at Maximum Reimbursement (Base plus 10%)
Fiscal Year 2016-17 2017-18 2018-19 2019-20 2020-21
Fire Dept. Reimbursement $79,200 $79,200 $79,200 $79,200 $79,200
Admin. Expenses $6,594 $6,792 $6,995 $7,205 $7,421
Total Expenses $85,794 $85,992 $86,195 $86,405 $86,621
Revenue $81,084 $81,084 $81,084 $81,084 $81,084
End of year Balance $43,333 $38,425 $33,314 $27,992 $22,455
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 corporat ion 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 ap plicable
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).
EXHIBIT B
(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: