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ORIGII\AL
AGREEMENT
Between
FRESNO T]NIÍ'IED SCHOOL DISTRICT
And the
CITY OF'FRESNO
Webster Elementary
2014
GENERAL, INFOR]\IATION
F'USD:
FLrSD Deparfment: Webster Elementary
Program: School Improvement Grant:
Contact Person: Kelli Wilkins
Contractor:
Contractor: City of Fresno
Contractor Department/Address: PARCS Department
848 M Street
Fresno, CA9372l
ConfractorbContactPerson: Manuel I. Hemandez
(sse) 621-6621
Contractor'sTa<payer Identification Number or 94-6000338
SSN:
P{osram Provider: Webste¡ Elementary
Ðistrict:
School Site/Address:
Fresno Unified School District
Webster Elementary
2600E. Tyler Avenue
Fresno, CA 93701
This Independent Contractor Agreement ('Agreement") is made and entered into this 4û day of August
20l4,by and between Webster Elementary in Fresno Unified School District ("FUSD"), and the City of
Fresno, a municipal corporation ("CONTRACTOR"). FUSD and CONTRACTOR are sometimes
referred to as Party and collectively as Parties.
t. CONTRACTOR Services. CONTRACTOR agrees to providestaff members to facilitate the
science program. The program includes thirty (30) sessions of life science, earth science and
physical science, two (2) Family Science Nights, seventeen (17) educational grade level focused
field trips, for Fresno Unified School District's Webster Elementary school.
2. CONTRACTOR Qualifications. CONTRACTOR represents that it has in effect all licenses,
permissions, and legal qualifications to perform this Agreement, including:
a, Fingerprinting. CONTRACTOR expressly acknowledges and certifies that:
i. CONTRACTOR and all of its employees, agents, and consultants
(collectively "employees") working on a school site do not have a record
of conviction for any serious felony and understand that they must submit
J.
4.
5.
6
or have submitted fingerprints in a manner authorized by the Deparftnent
of Justice, together with the requisite fee as set forth in Education Code
Section 45725.1, and that proof of such Department of Justice clearance is
to be provided to the FUSD prior to CONTRACTOR or its employees
working at site;
ii. CONTRACTOR shall rtot permit any employee to come in contact with
students until the Department of Justice has ascertained that the employee
has not been convicted ofa serious orviolent felony;
iii. CONTRACTOR shall certiôr in writing to the FUSD that none of its
employees who may come in contact with students have been convicted of a
serious or violent felony; and
iv. CONTRACTOR shall provide to FUSD a list of names of its employees
who may come in contact with students.
b. TB Clearance. CONTRACTOR expressly acknowledges and certifies that pursuant to
Education Code section 49406 all employees that shall come into contact with students has
submitted to an examinaúon within the last 60 days to determine that he/she is free of active
tuberculosis, or has on file, such determination that is still current and not expired.
Term. This Agreement shall begin on Aueust 4. 2014, and shall terminate on September
. There shall be no extension of the term of the agreement without a written
agreement signed by both Parties.
Compensation. FUSD shall pay CONTRACTOR a maximum of Seventy One Thousand
Seven Hundred Thirb'Nine Dollars and 80/100s (S71.739.80) for all services and materials
provided under the terms of this Agreement. Such compensation includes the following [(ma"
compensation amount listed in paragraph 4a) + (amount listed in paragraph 4b) + (amount
liste.d in paragraph 4c) FUSD agrees to pay Contractor within thifty (30) days of receipt of
invoice.
a. Maximum payment to CONTRACTOR for Leader services shall not exceed
Sixteen Thousand Nine Hund¡ed Sixty Dollars and 00/100s ($16-960.00).
b. Payment to the CONTRACTOR of Forty Eight Thousand Two Hundred Fifty Eight
Dollars and 00/100s ($48,258.00) for the cost of materials, supplies, and deliverables
related to CONTRACTOR'S performance of services under the terms of this
Agreement.
c. Payment to the CONTRACTOR of l0% of the sum of paragraphs 4a and 4b in the
amount of Six Thousand Five Hundred Twenty One Dollars and 80/100s
($6-521.80) related to CONTRACTOR'S performance of services under the terms
ofthis Agreement.
Conflict of Interest. CONTRACTOR does not have, or anticipates havirrg, any interest in
real properly, investments, business interests in or income from sor¡rces which would provide
CONTRACTO\ his/her spouse or minor child (ren) with personal financial gain as aresult of
any recommendation, advice, or any other action taken by CONTRACTOR during the rendition
of services under this Agreement.
Termination of Agreement. Either FUSD or CONTRACTOR may terminate this Agreement at
any time for any reason upon thirty (30) days written notice. In the event of early termination,
CONTRACTOR shall be paid for satisfactory work performed to the date of termination. FUSD
may then proceed with the work in any manner FUSD deems proper.
7. Indemnification. CONTRACTOR shall indemnify, hold harmless and defend FUSD and each of
its officers, offlrcials, 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 properly damage) incurred by FUSD,
CONTRACTOR 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
directþ or indirectly from the negligent or intentional acts or omissions, or willful misconduct of
CONTRACTOR or any of its officers, offrcials, employees, agents or volunteers in the
performance of this Agreement.
FUSD shall indemnify, hold harmless and defend CONTRACTOR and each of its officers,
officials, employees, agents and volunteers from any and all loss, liability, fines, penalties,
forfeitures, costs and damages (whether in contracl tort or strict liability, including but not
limited to personal injury, death at any time and properly damage) incurred by the
CONTRACTO& FUSD or any other person, and from any and all claims, demands and actions in
law or equrty (including attorney's fees and litigation eriçenses), arising or alleged to have arisen
directly or indirectly from the negligent or intentional acts or omissions, or willful misconduct of
FUSD or any of its officers, offrcials, employees, agents or volunteers in the performance of this
Agreement.
In the event of concurrent negligence on the part of CONTRACTOR or any of its officers,
officials, employees, agents or volunteers, and FUSD or any of its offrcers, 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 presentþ established or as may be
modified hereafter,
This section shall survive termination or expiration of this Agreement.
8. Insurance. It is understood and agreed that CONTRACTOR and FUSD maintain insurance
policies or self-insurance progr¿tms to fund their respective liabilities. The parties agree that such
respective prograrns or policy coverage for Workers' Compensation shall contain a waiver of
subrogation as to the other party and each of its ofÏicers, offlrcials, agents, employees and
volunteers. Evidence of Insurancê, a.8., Certificates of Insurance or other simila¡ documentation,
shall not be required of either party under this Agreement.
9. Independe,nt Contractor. Status. While engaged in carrying out the terms and conditions of this
Agreement, the CONTRACTOR is an independent contractor, and not an officer, employee,
agent, partlrer, or joint venture of FUSD.
10. W.orker's Compensation Insurance.CONTRACTOR agrees to provide all necessary Workers'
Compensation insurance for CONTRACTOR'S employees, if any, at CONTRACTOR'S own cost
and expense.
I l. Taxes. CONTRACTOR agrees that CONTRACTOR has no entitlement to any future work from
FUSD orto any employment or fringe benefits from FUSD. Payments to the CONTRACTOR
pursuant to this Agreement wilt be reported to Federal and State tÐ<ing authorities as required.
FUSD will not withhold any money from compensation payable to CONTRACTOR. In particular,
FUSD will not withhold FICA (social security) stâte or federal unemployment insurance
contributions, state or federal income tæ< or disability insurance. CONTRACTOR is independently
responsible for the payment of all applicable tæ<es.
12. Assig+ment. The CONTRACTOR shall not assign or transfer by operation of law or otlerwise
any or all of its rights, burdens, duties, or obligations without the prior written consent of FUSD
13. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the
CONTRACTOR and FUSD and their respective successors and assigns.
14. Severability. If any provision of this Agreement shall be held invalid or unenforceable by a
court of competent jurisdiction, such holding shall not invalidate or render unenforceable any
other provision hereof
15. Amendmgnts. The terms of the Agreement shall not be waived, altered, modified,
supplemented, or amended in any manner whatsoever except by written agreement signed by
both parties.
16. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of California and venue shall be in the appropriate Superior Court in Fresno,
California.
17. Written Notice. Written notice shall be deemed to have been duly served if sent by certified
retum receipt mail to:
FTJSD:
Fresno llnified School District
Webster Elementary
Attention: Kelli Wilkins
Principal
2600 E. Tyler Avenue
Fresno, CA 93701
CONTRACTOR:
City ofFresno
PARCS Department
Attention: Manuel A. Mollinedo
Director
848 M Street 3'd Floor
Fresno, California 93721
l8.Non-Discrimination. During the performance of this Agreement, CONTRACTOR and its
subcontractors (if applicable) shall not unlawfully discriminate, ha¡ass, or allow harassment
against any employee or applicant for employment because of race, religion, color, næional
origir¡ ancestry, physical disability (including HIV and AlDS),medical condition (cancer
related), marital status, age (over 40), gender, sexual preference,or any other non-merit factor
unrelæed tojob duties. Such action shall include, but not be limited to the following:
employmen! upgrading, demotior¡ or transfer, recruitment or recruiütrent advertising layoff or
termination, rates of pay or other forms of compensation and selection for naining, including
apprenticeship. CONTRACTOR and subcontractors shall insure that the evaluation and
treatment of their employees and applicants for employment are free of such discriminæion and
ha¡assment. CONTRACTOR and subcontractors shall comply with the provisions of the Fair
Employment and Housing Act (Government Code, Seøion 12900 et seq.) and the applicable
regulations promulgated hereunder (California Administrative Code, TitleZ, Section 72E5.0 et
seq). The applicable regulations of the Fair Employment and Housing Commission
implementing Government Code, Section 12990, set forth in Chapter 5 of Division 4 ofTitle2
of the California Code of Regulations are incorporated into this Agreement by reference and
made a part hereof as if set forth in full.
19. Co{npliance with Law. CONTRACTOR agrees that it shall comply with all legal requirements
for the performance of its duties under this Agreement and that failure to do shall constitute
material breach.
20. Entire Agreement. This Agreement is intended by the Parties as the final expression of their
agreement with respect to such terms as are included herein and as the complete and exclusive
statement of its terms and may not be contradicted by evidence of any prior agteement or of a
contemporaneous oral agreement,nor explained or supplemented by evidence of consistent
additional terms.
21. Execution of Other Documents. The parties to this Agreement shall cooperate fully in the
execution of any and all other documents and in the completion of any additional actions that
may be necessary or appropriate to give full force and effect to the terms and intent of this
Agreement.
Executed at Fresno. California. on the date and year first written above.
Ftisn
Fresno Unified School District
By:
RuthF. Quinto
Deputy SuperintendenVCFO
Approved As To Form:
AndrewDe LaTorre Date
Director, Benefits and Risk Management
CONTRACTOR
City of Fresno Parks, After School Recreation, and
ComrUUnql5, Servigçs-
øy,à' ç-\,^rY
Date Manuel A. Mollinedo Date
Director
ATTEST:
WONNE SPENCE, CMC
City Clerk
APPROVED AS TO FORM:
Douglas T. Sloan
Fresno City Attorney
Deputy
19. Compliance with Law. CONTRACTOR agrees that it shall comply with all legal requirements
for the performance of its duties under this Agreement and that failure to do shall constitute
material breach.
20. Eqtire Agreement. This Agreement is intended by the Parties as the final expression of their
agreement with respect to such terms as are included herein and as the complete and exclusive
statement of its terms and may not be contradicted by evidence of any prior agreement or of a
contemporaneous oral agreement,nor explained or supplemented by evidence of consistent
additional terms.
21. Execution of Other Documents. The parties to this Agreement shall cooperate fully in the
execution of any and all other documents and in the completion of any additional actions ttrat
may be necessary or appropriate to give frrll force and effect to the terms and intent of this
Agreement.
Executed at Fresno.California-on the date and ]¡ear first written above.
X'USD
Fresno Unified School District
CONTRACTOR
City of Fresno Parks, After School Recreatiorì, and
Community Services
o/Y Bv:
By:
By:
Bruce A. Rudd
City Manager
ATTEST:
YVONNE SPENCE, CMC
City Clerk
Date
Deputy
APPROVED AS TO FORM:
Douglas T. Sloan
Fresno City Attorney
Date
BrandonM. Collet
Deputy
As To Form:
Director, Benefits and Risk Management
Date