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City of Fresno & Fresno Unified School District
TRANSIT AGREEMENT
This transit agreement is made and entered into this ____ day of ______________, 2026, by and between Fresno Unified School District ("FUSD"), and City of Fresno, a California municipal corporation, through its Fresno Area Express department ("FAX").
FUSD 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 FUSD to purchase from FAX transit services to provide to FUSD students, faculty, and staff.
The parties therefore agree as follows:
1. OBLIGATIONS OF FAX
A. FAX shall provide FUSD 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 FUSD identification card or other identification system agreed to in writing by the parties.
B. FAX will provide FUSD 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 FUSD students, faculty and staff, and shall invoice FUSD on a monthly basis in accordance with the number of trips provided.
D. FAX will assist FUSD in ensuring the compatibility of FUSD-issued identification cards with its farebox system. In the event FUSD-issued identification cards cannot be made compatible with the FAX farebox system, FAX will provide to FUSD at cost other compatible identification media for each FUSD rider. FUSD agrees to pay the cost for compatible identification cards, should they become necessary.
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2. OBLIGATIONS OF FUSD
A. FUSD 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 FUSD 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. FUSD shall pay invoices received from FAX within 45 days of receipt of invoice by FUSD.
3. TERM
This agreement shall become effective on July 1, 2026 and will be effective through June 30, 2029. 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 - FUSD may immediately suspend or terminate this agreement in whole or in part, where in the determination of FUSD 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 FUSD; 4) Improperly performed service.
In no event shall any payment by FUSD constitute a waiver by FUSD 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 FUSD with respect to the breach or default.
FUSD shall have the right to demand of FAX the repayment to FUSD 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 reason upon the giving of thirty days advance written notice of an intention to terminate.
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5. COMPENSATION: FUSD agrees to pay FAX $0.75 per ride, which includes free transfers within 90-minutes of each paid ride, for students and FUSD employees, not to exceed $22 per month, per rider; FAX agrees to receive compensation for each transit trip provided by FAX from FUSD for their designated students, faculty and staff. FAX shall submit monthly invoices to FUSD. 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 FUSD. Furthermore, FUSD shall have no right to control or supervise or direct the manner or method by which FAX shall perform its work and function. However, FUSD 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 FUSD 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 FUSD 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 FUSD 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 FUSD or to this agreement.
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7. MUTUAL INDEMNIFICATION AND INSURANCE: FAX shall indemnify, hold harmless and defend FUSD 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 FUSD, 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.
FUSD 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, FUSD 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 FUSD or any of its officers, officials, employees, agents or volunteers in the performance of this agreement; provided nothing herein shall constitute a waiver by FUSD 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 FUSD 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 FUSD may deem necessary, make available to FUSD for examination all of its records and data with respect to the matters covered by this agreement. FAX shall, upon request by FUSD, permit FUSD 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:
FUSD FAX
Patrick Jensen Chief Financial Officer 2309 Tulare Street Fresno, CA 93721 559-457-3000 Gregory A. Barfield, M.A. Director, City of Fresno Fresno Area Express (FAX) 2223 G. Street Fresno, CA 93706 (559) 621-7433 Any and all notices between FUSD 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 FUSD 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,
A California municipal corporation
By:
Gregory Barfield
Director of Transportation
APPROVED AS TO FORM:
Andrew Janz
City Attorney
By:
Daniel E. Casas Date
Senior Deputy City Attorney
ATTEST:
Amy K. Aller
Interim City Clerk
By:
Date
Deputy
FRESNO UNIFIED SCHOOL DISTRICT
By:
Paul Rosencrans
Director of Transportation