HomeMy WebLinkAboutCentral Unified School District - Transit Agreement - 08.01.2024Docusign Envelope ID: 74785881-48F6-488A-81FF-FBB06394348D
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City of Fresno & Central Unified School District
TRANSIT AGREEMENT
This transit agreement is made and entered into this 1st day of August
2024, by and between Central Unified School District ("CUSD"), and City of Fresno, a California
municipal corporation, through its Fresno Area Express department ("FAX").
CUSD wants to provide transit services to its students, faculty, and staff to improve
access to campuses and mitigate parking shortages, traffic, and pollution.
FAX operates a transit bus service.
The parties are entering into this agreement for CUSD to purchase from FAX transit
services to provide to CUSD students, faculty, and staff.
The parties therefore agree as follows:
1. OBLIGATIONS OF FAX
A. FAX shall provide CUSD students, faculty, and staff unlimited free access
for each fixed -route transit trip on a FAX bus when the students, faculty, or staff present the
appropriate CUSD identification card or other identification system agreed to in writing by the parties.
B. FAX will provide CUSD thirty days advance written notice of any cost
adjustments or fare increases.
C. FAX shall calculate the total number of fixed -route transit trips taken by
CUSD students, faculty and staff, and shall invoice CUSD on a monthly basis in accordance with
the number of trips provided
D. FAX will assist CUSD in ensuring the compatibility of CUSD -issued
identification cards with its farebox system. In the event CUSD -issued identification cards cannot
be made compatible with the FAX farebox system, FAX will provide to CUSD at cost other
compatible identification media for each CUSD rider. CUSD agrees to pay the cost for compatible
identification cards, should they become necessary.
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2. OBLIGATIONS OF CUSD
A. CUSD shall provide FAX with a current list of unacceptable identification
cards in Excel or CSV format ("Bad List"). The Bad List will be maintained by CUSD and can be
updated as needed; however, such Bad List may not exceed 10,000 records of Bad List users. Bad
List may take up to seventy-two hours to become effective at the farebox.
B. CUSD shall pay invoices received from FAX within 45 days of receipt of
invoice by CUSD.
3. TERM
This agreement shall become effective on August 1, 2024, and will be effective
through July 31, 2025. Upon written consent of both parties, the agreement may be renewed for
two, one-year extensions.
4. TERMINATION
A. Non -Allocation of Funds - The terms of this agreement, and the services to
be provided hereunder, are contingent on the approval of funds by the appropriating government
agency. Should sufficient funds not be allocated, the services provided may be modified, or this
agreement terminated, at any time by giving FAX thirty days advance written notice.
B. Breach of Contract - CUSD may immediately suspend or terminate this
agreement in whole or in part, where in the determination of CUSD there is:
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 CUSD;
4) Improperly performed service.
In no event shall any payment by CUSD constitute a waiver by CUSD of any breach
:)f this agreement or any default which may then exist on the part of FAX. Neither shall such payment
mpair or prejudice any remedy available to CUSD with respect to the breach or default. CUSD shall
,lave the right to demand of FAX the repayment to CUSD of any funds disbursed to FAX under this
agreement which were not expended in accordance with the terms of this agreement. FAX shall
)romptly refund any such funds upon demand.
C. Without Cause - This agreement may be terminated by either party for any
'eason upon the giving of thirty days advance written notice of an intention to terminate.
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5. COMPENSATION: CUSD agrees to pay FAX $0.75 per ride, which includes
free transfers within 90-minutes of each paid ride, for students and CUSD employees, not to
exceed $22 per month, per rider; FAX agrees to receive compensation for each transit trip provided
by FAX from CUSD for their designated students, faculty and staff. FAX shall submit monthly
invoices to CUSD. It is understood that all expenses incidental to FAX's performance of services
under this agreement shall be borne by FAX. It is further understood that compensation for all
services required or rendered pursuant to this agreement shall not exceed $50,000.
6. INDEPENDENT CONTRACTOR: In performance of the work, duties and
obligations assumed by FAX under this agreement, it is mutually understood and agreed that FAX,
including any and all of the FAX's officers, agents, and employees will at all times be 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 CUSD. Furthermore, CUSD
shall have no right to control or supervise or direct the manner or method by which FAX shall perform
its work and function. However, CUSD shall retain the right to administer this agreement so as to
verify that FAX is performing its obligations in accordance with the terms and conditions thereof.
FAX and CUSD shall comply with all applicable provisions of law and the rules
and regulations, if any, of governmental authorities having jurisdiction over matters the subject
thereof.
Because of its status as an independent contractor, FAX shall have absolutely
no right to employment rights and benefits available to CUSD employees. FAX shall be solely liable
and responsible for providing to, or on behalf of, its employees all legally -required employee
benefits. In addition, FAX shall be solely responsible and save CUSD harmless from all matters
relating to payment of FAX'S employees, including compliance with Social Security withholding and
all other regulations governing such matters. It is acknowledged that during the term of this
agreement, FAX may be providing services to others unrelated to CUSD or to this agreement.
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7. MUTUAL INDEMNIFICATION AND INSURANCE: FAX shall indemnify, hold
harmless and defend CUSD and each of its officers, officials, employees, agents and volunteers
from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract,
tort or strict liability, including but not limited to personal injury, death at any time and property
damage) incurred by CUSD, FAX or any other person, and from any and all claims, demands and
actions in law or equity (including attorney's fees and litigation expenses), arising or alleged to have
arisen directly or indirectly from the negligent or intentional acts or omissions, or willful misconduct
of FAX or any of its officers, officials, employees, agents or volunteers in the performance of this
agreement; provided nothing herein shall constitute a waiver by FAX of governmental immunities
including California Government Code section 810 et seq.
CUSD shall indemnify, hold harmless and defend FAX and each of its officers,
officials, employees, agents and volunteers from any and all loss, liability, fines, penalties,
forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to
personal injury, death at any time and property damage) incurred by the FAX, CUSD or any other
person, and from any and all claims, demands and actions in law or equity (including attorney's fees
16 and litigation expenses), arising or alleged to have arisen directly or indirectly from the negligent or,
17 intentional acts or omissions, or willful misconduct of CUSD or any of its officers, officials,
18 11 employees, agents or volunteers in the performance of this agreement; provided nothing herein
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shall constitute a waiver by CUSD of governmental immunities including California Government 1
Code section 810 et seq.
In the event of concurrent negligence on the part of FAX or any of its officers,
officials, employees, agents or volunteers, and CUSD or any of its officers, officials, employees,
agents or volunteers, the liability for any and all such claims, demands and actions in law or equity
for such losses, fines, penalties, forfeitures, costs and damages shall be apportioned under the
State of California's theory of comparative negligence as presently established or as may be
modified hereafter.
This section shall survive termination or expiration of this agreement.
8. MODIFICATION: Any matters of this agreement may be modified from time to
time by the written consent of all the parties without, in any way, affecting the remainder.
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9. NON -ASSIGNMENT: Neither party shall assign, transfer or sub -contract this
agreement nor their rights or duties under this agreement without the prior written consent of the
other party.
10. AUDITS AND INSPECTIONS: FAX shall at any time during business hours,
and as often as CUSD may deem necessary, make available to CUSD for examination all of its
records and data with respect to the matters covered by this agreement. FAX shall, upon request
by CUSD, permit CUSD to audit and inspect all of such records and data necessary to ensure FAX'S
compliance with the terms of this agreement.
11. NOTICES: The persons and their addresses having authority to give and
receive notices under this agreement include the following:
CUSD
Assistant Superintendent, CBO
5652 W. Gettysburg
Fresno, CA 93722
559-274-4700
FAX
Director, City of Fresno
Fresno Area Express (FAX)
2223 G. Street
Fresno, CA 93706
559-621-7433
Any and all notices between CUSD and FAX provided for or permitted under this
agreement or by law shall be in writing and shall be deemed duly served when personally delivered
to one of the parties, or in lieu of such personal services, when deposited in the United States Mail,
postage prepaid, addressed to such party.
12. VENUE AND GOVERNING LAW: Venue for any action arising out of or related
to this agreement shall only be in Fresno County, California.
The rights and obligations of the parties and all interpretation and performance
of this agreement shall be governed in all respects by the laws of the State of California.
13. ENTIRE AGREEMENT
This agreement constitutes the entire agreement
between FAX and CUSD with respect to the subject matter hereof and supersedes all previous
agreement negotiations, proposals, commitments, writings, advertisements, publications, and
understanding of any nature whatsoever unless expressly included in this agreement.
[SIGNATURE PAGE FOLLOWS.]
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Docusign Envelope ID: 74785881-48F6-488A-81FF-FBB06394348D
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first hereinabove written.
CITY OF FRESNO, CENTRAL UNIFIED SCHOOL
A California municipal corporation DISTRICT
By:
Grego a r
Tratno
po tion Director
Fre A ea Express/ Transportation
Det nt
APPROVED AS TO FORM:
ANDREW JJANZ
City cflyV. by:
By. ,Un In i�W NI yf bw 7/16/2024
Jennifer M. Wharton Date
Deputy City Attorney
ATTEST:
TODrrD ST� ERMER, CMC
City UIEk ;LlSignca by:
$oL
By: 7/16/2024
Deputy Date
Bernard canez
Addresses:
CITY:
City of Fresno
Attention: Sharlee Flores
2223 G Street
Fresno, CA 93706
Phone: (559) 621-7433
FAX: (559) 48-1065
�, r
Name: 1/1'f6x �LQ R4C
Title: c v
(If corporation or LLC, Board Chair,
Pres. or Vice Pres.)
REVIEWED BY:
Central Unified School District
Attention: Amer Igbal, Assistant
Superintendent - CBO
5652 W Gettysburg
Fresno CA 93722
Phone: 559-274-4700
FAX: 559-271-8200
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