HomeMy WebLinkAboutState Center Community College District 1st Amendment To 12-1-22 Agreement -7-1-24FIRST AMENDMENT TO AGREEMENT
THIS FIRST AMENDMENT TO AGREEMENT (Amendment) is effective as of July _I_,
2024, (the Effective Date) and amends the Agreement entered into by and between the
City of Fresno, a California municipal corporation (City), and STATE CENTER
COMMUNITY COLLEGE DISTRICT, (SCCCD), on behalf of its Fresno campuses.
RECITALS
A.The City and SCCCD entered into an agreement dated December 1, 2022
(Agreement) to provide SCCCD 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 SCCCD identification card for compensation of $0.75 per
transit trip, not to exceed $22 per month per rider; and
B.Pursuant to the terms of the Agreement, City and SCCCD desire to execute the
first one-year option, extending the agreement to June 30, 2025.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals, which recitals are
contractual in nature, the mutual promises herein contained, and for other good and
valuable consideration hereby acknowledged, the parties agree that the Agreement be
amended as follows:
1.Term. The term of this Agreement shall be extended to June 30, 2025.
2.Except as expressly modified by this Amendment, the Agreement remains in full
force and effect. In the event of any conflict between the Agreement and this
Amendment, this Amendment shall control.
[SIGNATURES ON FOLLOWING PAGE]
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City of Fresno & State Center Community College District
TRANSIT AGREEMENT
This transit agreement is made and entered into this 1st day of December
2022, by and between State Center Community College District ("SCCCD"), and City of Fresno, a
California municipal corporation, through its Fresno Area Express department ("FAX").
SCCCD 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 SCCCD to purchase from FAX transit
services to provide to SCCCD students, faculty, and staff.
The parties therefore agree as follows:
1. OBLIGATIONS OF FAX
A. FAX shall provide SCCCD 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 SCCCD identification card or other identification system agreed to in writing by the
parties.
B. FAX will provide SCCCD 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
SCCCD students, faculty and staff, and shall invoice SCCCD on a monthly basis in accordance
with the number of trips provided.
D. FAX will assist SCCCD in ensuring the compatibility of SCCCD-issued
identification cards with its farebox system. In the event SCCCD-issued identification cards cannot
be made compatible with the FAX farebox system, FAX will provide to SCCCD at cost other
compatible identification media for each SCCCD rider. SCCCD agrees to pay the cost for
compatible identification cards, should they become necessary.
2. OBLIGATIONS OF SCCCD
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A. SCCCD 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 SCCCD 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. SCCCD shall pay invoices received from FAX within 45 days of receipt of
invoice by SCCCD.
3. TERM
This agreement shall become effective on January 3, 2023 and will be effective
through June 30, 2024. 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
i
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 - SCCCD may immediately suspend or terminate this
agreement in whole or in part, where in the determination of SCCCD 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 SCCCD;
4) Improperly performed service.
In no event shall any payment by SCCCD constitute a waiver by SCCCD of any
breach of this agreement or any default which may then exist on the part of FAX. Neither shall
such payment impair or prejudice any remedy available to SCCCD with respect to the breach or
default. SCCCD shall have the right to demand of FAX the repayment to SCCCD of any funds
disbursed to FAX under this agreement which were not expended in accordance with the terms of
this agreement. FAX shall promptly refund any such funds upon demand.
C. Without Cause - This agreement may be terminated by either party for any
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reason upon the giving of thirty days advance written notice of an intention to terminate.
5. COMPENSATION: SCCCD agrees to pay FAX $0.75 per ride, which
includes free transfers within 90-minutes of each paid ride, for students and SCCCD
employees, not to exceed $22 per month, per rider; FAX agrees to receive compensation for
each transit trip provided by FAX from SCCCD for their designated students, faculty and staff.
FAX shall submit monthly invoices to SCCCD. It is understood that all expenses incidental to
FAX's performance of services under this agreement shall be borne by FAX.
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 SCCCD. Furthermore,
SCCCD shall have no right to control or supervise or direct the manner or method by which FAX
shall perform its work and function. However, SCCCD 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 SCCCD 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 SCCCD 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 SCCCD 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 SCCCD or to this agreement.
7. MUTUAL INDEMNIFICATION AND INSURANCE: FAX shall indemnify, hold
harmless and defend SCCCD and each of its officers, officials, employees, agents and volunteers
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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 SCCCD, 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.
SCCCD 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, SCCCD 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 SCCCD or any of its officers,
officials, employees, agents or volunteers in the performance of this agreement; provided nothing
herein shall constitute a waiver by SCCCD of governmental immunities including California
Government 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 SCCCD 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.
9. NON -ASSIGNMENT: Neither party shall assign, transfer or sub -contract this
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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 SCCCD may deem necessary, make available to SCCCD for examination all of its
records and data with respect to the matters covered by this agreement. FAX shall, upon request
by SCCCD, permit SCCCD 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:
SCCCD
Vice Chancellor, Operations
1171 Fulton Street
Fresno, CA 93721
559-243-7182
FAX
Director, City of Fresno
Fresno Area Express (FAX)
2223 G. Street
Fresno, CA 93706
559) 621-7433
Any and all notices between SCCCD and the 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 SCCCD 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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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first hereinabove written.
CITY OF FRESNO, STATE CENTER COMMUNITY
A California municipal corporation COLLEGE DISTRICT
Oaxu5fgned 6y
V , !
By. F" 1z/16/202z
By.
wZ "
Gregoryarfield Christine D. Miktarian Interim
Transportation Director Vice Chancellor, Operations APPROVED
AS TO FORM: Rina
Gonzales Interim
City Attorney f By:,
v 2 auline
Brick y Date Deputy
City Attorney ATTEST:
TODD
STERMER, CMC City
Clerk By:
i iv L ,, 12/16/2022 Date
Deputy
REVIEWED
BY: Page
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