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AGREEMENT
Between
OWENS VALLEY CAREER DEVELOPMENT CENTER
And the
CITY OF
FRESNO
Owens Valley Career I)evelopment Center
2013-2014
Agreement Number 13-14-27 2|KFP13-14-168
GENERAL INFORMATION
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OVCDC
OVCDC:
Program:
Contact Person:
CONTRACTOR:
Contractor:
Contractor Department/ Address :
Contractor'sContact Person :
Contractor's Taxpayer
SSN:
Program Provider:
Site/Address:
Owens Valley Career Development Center
Jenifer Philley
City of Fresno
PARCS Department
848 M Street
Fresno, CA9372l
Manuel I. Hernandez
(sse) 621-6621
IdentificationNumberor 94-6000338
Owens Valley Career Development Center
Owens Valley Career Development Center
5070 N. 6th Street
Fresno, CA93710
This Independent Contractor Agreement ("Agreement") is made and entered into this l Sth da), of
February 2014, by and between Owens Valley Career Development Center ("OVCDC"), and the City of
Fresno, a municipal corporation ("CONTRACTOR"). OVCDC and CONTRACTOR are sometimes
referred to as Party and collectively as Parties.
1. CONTRACTOR Services. CONTRACTOR agrees to providestaff members to facilitate the
science program curriculum. The curriculum includes (7) sessions of life science, earth
science and physical science, and I bird presentation located at Owens Valley Career
Development Center. The Parties anticipate that CONTRACTOR will provide 8 days of these
services. All services under this Agreement will be provided by Manuel Hernandez who has
been OVCDC HR Background cleared. The Parties agree that any person will be OVCDC
Background cleared prior to providing services under this Agreement where corrtact with
children is involved.
Z CONTRACTOR Oualifications.CONTRACTOR represents that it has in effect all licenses,
permissions, and legal qualifications to perform this Agreement, including:
a. Fingerprinting. CONTRACTOR expressly acknowledges and ceftifies 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
or have submitted fingerprints in a manner authorized by the Department
of Justice, together with the requisite fee as set forth in Education Code
Section 45125 .1 , and that proof of such Department of Justice clearance is
to be provided to the OVCDC prior to CONTRACTOR or its employees
working at site;
ii. CONTRACTOR shall not 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 or violent felony;
iii. CONTRACTOR shall certify in writing to the OVCDC that none of its
employees who may come in contact with students have been culrvicted of a
serious or violent felony; and
iv. CONTRACTOR shall provide to OVCDC 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 examination 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 Februar), 18.2014, and shall terminate on June 12.
2014. There shall be no extension ofthe term ofthe agreement without awritten agreement
signed by both Parties.
Compensation. OVCDC shallpay CONTRACTOR a maximum of Two Thousand Four
Hundred Fort)¡-Seven Dollars and 50/100s ($2.447.50) for all services and materials provided
under the terms of this Agreement. Such compensation includes the following [(max
compensation amount listed in paragraph 4a) + (amount listed in paragraph 4b) + (amount
listed in paragraph ac)l OVCDC agrees to pay Contractor within thirty (30) days of recetpt of
invoice.
a. Maximum payment to CONTRACTOR for Leader services shall not exceecl One
Thousand Dollars and 00/100s ($1.000.00).
b. Payment to the CONTRACTOR of One Thousand Two Hundred Twenty Five Dollars
and 00/ I 00s ($l,225.00) 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 Two Hundred Twent)¡ Two Dollars and 50/100s ($222.50) related to
CONTRACTOR'S performance of services under the terms of this Agreement.
Conflict of Interest. CONTRACTOR does not have, or anticipates having, any interest in real
propefty, investments, business interests in or income from sources which would provide
CONTRACTOR, his/her spouse or minor child(ren) with personal financial gain as a result of any
recommendation, advice, or any other action taken by CONTRACTOR during the rendition of
services under this Agreement.
7.
Termination of Agreement. Either OVCDC 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.
OVCDC may then proceed with the work in an)¡ manner OVCDC deems proper.
Indemnifrcation. CONTRACTOR shall indemnify, hold harmless and defend OVCDC and each
of its off,rcers, officials, employees, agents and volunteers from any and all loss, liability, flrnes,
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 OVCDC,
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
directly or indirectly from the negligent or intentional acts or omissions, or willful misconduct of
CONTRACTOR or any of its ofhcers, officials, employees, agents or volunteers in the
performance of this Agreement; provided nothing herein shall constitute a waiver by
CONTRACTOR of governmental immunities including California Government Code section 810
et seq.. OVCDC agrees that this Agreement shall in no way act to abrogate or waive any
immunities available to CONTRACTOR under the Tort Claims Act of the State of California.
OVCDC shall indemnifu, 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 contract, tort or strict liability, including but not
limited to personal injury, death at any time and property damage) incurred by the
CONTRACTOR, OVCDC 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 OVCDC or any of its officers, officials, 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 OVCDC 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.
Insurance. It is understood and agreed that CONTRACTOR and OVCDC maintain insurance
policies or self-insurance programs to fund their respective liabilities. The Parties agree that such
respective programs or policy coverage for Workers' Compensation shall contain a waiver of
subrogation as to the other Party and each of its officers, officials, agents, employecs and
volunteers. Evidence of Insurancs, o.g.,Certificates of Insurance or other similar
documentation, shall not be required of either Party under this Agreement.
lndependent Contractor Status. While engaged in carrying out the terms and conditions of this
Agreement, the CONTRACTOR is an independent contractor, and not an offìcer, employee,
agent, partner, or joint venture of OVCDC.
Worker'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.
J
9.
10.
[1. Taxes. CONTRACTOR agrees that CONTRACTOR has no entitlement to any future work from
OVCDC or to any employment or fringe benefits from OVCDC. Payments to the CONTRACTOR
pursuant to this Agreement will be reported to Federal and State taxing authorities as required.
OVCDC will not withhold any money from compensation payable to CONTRACTOR. In
particular, OVCDC will not withhold FICA (social security) state or federal unemployment
insurance contributions, state or federal income tax or disability insurance. CONTRACTOR is
independently responsible for the payment of all applicable taxes.
12 Assignment. The CONTRACTORshall not assign ortransfer by operation of law orotherwise
any or all of its rights, burdens, duties, or obligations without the prior written consent of
OVCDC.
Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the
CONTRACTOR and OVCDC and their respective successors and assigns.
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.
Amendments. 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 inthe appropriate SuperiorCourt inFresno,
California.
13.
14.
15.
17. Written Notice. Written notice shall
return receipt mail to:
OVCDC:
Attn: Contract Administrator
P.O. Box 847 (93515)
2574 DiazLane
Bishop, CA93514
(760) 873-s107
be deemed to have been duly served if sent by certified
CONTRACTOR:
City of Fresno
PARCS Department
Attention: Bruce A. Rudd
City Manager
848 M Street 3'd Floor
Fresno, California 93721
l& Non-Discrimination. During the performance ofthis Agreement, CONTRACTOR and its
subcontractors (if applicable) shall not unlawfully discriminate, harass, or allow harassment
against any employee or applicant for employment because of race, religion, color, national
origin, ancestry, physical disability (including HIV and AIDS),medical condition (cancer
related), marital status, age (over 40), gender, sexual preference,or any other non-merit factor
unrelated tojob duties. Such action shall include, but not be limited to the following:
employment, upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or
termination, rates of pay or other forms of compensation and selection for training, including
apprenticeship. CONTRACTOR and subcontractors shall insure that the evaluaticn and
treatment of their employees and applicants for employment are free of such discrimination and
19.
n
2t.
D.
harassment. CONTRACTOR and subcontractors shall comply with the provisions of the Fair
Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable
regulations promulgated hereunder (California Administrative Code, Title 2, Section 7285.0 et
seq). The applicable regulations of the Fair Employment and Housing Commission
implementing Government Code, Section 12990, setforth in Chapter 5 of Division 4 ofTitle 2
of the California Code of Regulations are incorporated into this Agreement by reference and
made a part hereof as if set forth in full.
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.
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 agreement or of a
contemporaneous oral agreement,nor explained or supplemented by evidence of consistent
additional terms.
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.
Sovereisn lmmunity Waiver Limitations: Contractor acknowledges that OVCDC, including its
TANF and other programs, is a tribal consortium,_without authority to waive the sovereign
immunity of any consortium member Tribe. Any waiver of the sovereign immunity of the
consortium member Tribes can only be provided by the written consent of the consortium
member Tribe's governing body. Any waiver of the sovereign immunity of OVCDC can only
be provided by the written consent of the OVCDC Board of Trustees. No such waiver has been
provided by the terms of this Agreement, and Contractor agrees that nothing contained in this
Agreement is or shall be construed as a waiver of the sovereign immunity of OVCDC or any
consortium member Tribe.
Executed at Fresno,California,on the date and year first written above,
OVCDC
Owens Valley Career
CONTRACTOR
t Center City of Fresno Parks, After School Recreation, and
ATTEST:
YVONNE SPENCE, CMC
du* el+lú
Finance
APPROVED AS TO FORM:
Douglas T. Sloan
Fresno City Attorney
City Manager
REVIEWED BY:
City Clerk
Deputy