HomeMy WebLinkAboutCalifornia State University Fresno - Unlimited Free Access to Fixed RouteTransit Trip on a FAX Bus - 20141
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AGREEMENT
THIS AGREEMENT is made and entered into tfr¡sJ\/ day of ,2014,by and
between CALIFORNIA STATE UNIVERSITY ("CSU"), the State of California acting in its higher
education capacity, on behalf of its Fresno campus and City of Fresno, a California municipal
corporation, through its Fresno Area Express ("FAX') department ("CONTRACTOR").
WITNESSETH:
1. OBLIGATIONS OF THE CONTRACTOR
A. CONTRACTOR shall provide CSU 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 CSU identification card.
B. CONTRACTOR will provide CSU thirty (30) day advance written notice of
any cost adjustments or fare increases.
C. CONTRACTOR shall calculate the total number of fixed-route transit trips
taken by CSU students, faculty and staff, and shall invoice CSU on a monthly basis in accordance
with the number of trips provided.
2. OBLIGATIONS OF CSU
A. CSU shall provide CONTRACTOR with a current list of unacceptable
identification cards in Excel or CSV format ("Black list"). The Black list will be maintained by CSU
and can be updated as needed, however such Black List may not exceed ten thousand ('10,000)
records of Black List users. Black List may take up to seventy-[wo (72) hours to become effective
at the farebox.
B. CSU shall pay invoices received from CONTRACTOR within forty-five (45)
days of receipt of invoice by CSU.
3. TERM
This Agreement shall become effective on the 1st day of October ,2014 and
shall terminate on the 31st day of October,2017 .
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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 the CONTRACTOR thirly (30) days advance written
notice.
B. Breach of Contract - CSU may immediately suspend or terminate this
Agreement in whole or in pad, where in the determination of CSU 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 reporl submitted to CSU;
4) lmproperly performed service.
ln no event shall any payment by CSU constitute a waiver by CSU of any breach of
this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither
shall such payment impair or prejudice any remedy available to CSU with respect to the breach or
default. CSU shall have the right to demand of the CONTRACTOR the repayment to CSU of any
funds disbursed to the CONTRACTOR under this Agreement, which were not expended in
accordance with the terms of this Agreement. The CONTRACTOR shall promptly refund any such
funds upon demand.
C. Without Cause - Under circumstances other than those set forth above,
this Agreement may be terminated by CSU upon the giving of thirty (30) days advance written
notice of an intention to terminate to CONTRACTOR.
5. COMPENSATION: CSU agrees to pay CONTRACTOR $1.10 per transit trip
and CONTRACTOR agrees to receive compensation for each transit trip provided by
CONTRACTOR to CSU students, faculty and staff. CONTRACTOR shall submit monthly invoices
in to CSU. lt is understood that all expenses incidental to CONTRACTOR'S performance of
services under this Agreement shall be borne by CONTRACTOR.
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6. INDEPENDENT CONTRACTOR: ln performance of the work, duties and
obligations assumed by CONTRACTOR under this Agreement, it is mutually understood and
agreed that CONTRACTOR, including any and all of the CONTRACTOR'S officers, agents, and
employees will at alltimes 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, paftner, or
associate of CSU. Furthermore, CSU shall have no right to control or supervise or direct the
manner or method by which CONTRACTOR shall peform its work and function. However, CSU
shall retain the right to administer this Agreement so as to verify that CONTRACTOR is
performing its obligations in accordance with the terms and conditions thereof.
CONTRACTOR and CSU 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, CONTRACTOR shall have
absolutely no right to employment rights and benefits available to CSU employees.
CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its
employees all legally-required employee benefits. ln addition, CONTRACTOR shall be solely
responsible and save CSU harmless from all matters relating to payment of CONTRACTOR'S
employees, including compliance with Social Security withholding and all other regulations
governing such matters. lt is acknowledged that during the term of this Agreement,
CONTRACTOR may be providing services to others unrelated to CSU or to this Agreement.
7. MUTUAL INDEMNIFICATION AND INSURANCE:CITY shall indemnify, hold
harmless and defend CSU 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 CSU, CITY 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
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have arisen directly or indirectly from the negligent or intentional acts or omissions, or willful
misconduct of CITY or any of its officers, officials, employees, agents or volunteers in the
pedormance of this Agreement; provided nothing herein shall constitute a waiver by CITY of
governmental immunities including California Government Code section 810 et seq.
CSU shall indemnify, hold harmless and defend CITY 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 CITY, CSU 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 CSU or any of its officers,
officials, employees, agents or volunteers in the performance of this Agreement; provided nothing
herein shall constitute a waiver by CSU of governmental immunities including California
Government Code section 810 et seq.
ln the event of concurrent negligence on the part of CITY or any of its officers,
officials, employees, agents or volunteers, and CSU 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.
L 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: The CONTRACTOR shall at any time during
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business hours, and as often as CSU may deem necessary, make available to CSU for
examination all of its records and data with respect to the matters covered by this Agreement. The
CONTRACTOR shall, upon request by CSU, permit CSU to audit and inspect all of such records
and data necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement.
lf this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR
shall be subject to the examination and audit of the Auditor General for a period of three (3) years
after final payment under contract (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:
CSU
Vice President, Division of
Admin istrative Services
5200 N. Bafton Ave. M/S ML52
Fresno, CA93740
(559) 278-2083
CONTRACTOR
Director, City of Fresno
Fresno Area Express (FAX)
2223 G. Street
Fresno, CA 93706
(559) 621-7433
Any and all notices between CSU and the CONTRACTOR 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. GOVERNING LAW: Venue for any action arising out of or related to this
Agreement shall only be in Fresno County, Californra.
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 the CONTRACTOR and CSU 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.
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lN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first hereinabove written.
CONTRACTOR:CALIFORNIA STATE UNIVERSITY, FRESNO
By
Na
ViceDirector of TranspoftationTitle:
Date:
ATTEST:
WONNE
APPROVED AS TO FORM:
CITY ATTORNEY
DOUG SLOAN
By:
Mary A
Date:
Date:
Name:
Title:
Chief Financial Officer, or Treasurer, or any
Assistant Treasurer
By
By:
puty C Attorney
Area Express (FAX)
Deputy
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