HomeMy WebLinkAboutAgreement A-19-291 with Health Career Connection.pdf-1-
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A G R E E M E N T
THIS AGREEMENT is made and entered into this 18th day of June, 2019, by and between the
COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as
"COUNTY", and HEALTH CAREER CONNECTION , a California Non-Profit Organization, whose address
is 300 Frank H. Ogawa Plaza, Suite 243, Oakland, California, 94612, hereinafter referred to as
"CONTRACTOR".
W I T N E S S E T H:
WHEREAS, CONTRACTOR, has developed a ten (10) week summer college health care
management internship program, hereinafter referred to as the “Internship Program”, that seeks
partnerships with other organizations to provide health care management experience for students,
hereinafter referred to as “Interns”, from various colleges and universities; and
WHEREAS, COUNTY, through its Department of Public Health (DPH), maintains and operates
facilities suitable for furnishing such health care management internship experience and has experienced
staff who can provide preceptorship and close supervision of such Interns; and
WHEREAS, it is to the mutual benefit of the parties hereto that personnel and students of
CONTRACTOR use such facilities of COUNTY for the Internship Program; and
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
contained, the parties hereto agree as follows:
1.OBLIGATIONS OF THE CONTRACTOR
A.CONTRACTOR shall identify an individual within its organization who shall serve as
the Coordinator for each Intern. The Coordinator will be responsible for overseeing the placement of the
Intern with the COUNTY and shall be the principal CONTRACTOR contact for each Intern’s preceptor.
CONTRACTOR may also from time to time promulgate policies and procedures governing Interns and the
Internship Program as a whole, and COUNTY agrees to comply with all such policies and procedures for
which it is made aware and shall not ask Intern to breach any such policies and procedures.
B.CONTRACTOR may schedule up to four (4) hours per week of educational and/or
social activities for the Intern during the COUNTY’s normal business hours, and CONTRACTOR or Intern
Agreement No. 19-291
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will inform COUNTY at the beginning of the placement, or from time to time as applicable, of the schedule
for such activities. COUNTY will not ask Interns to be available during these time periods including the time
required to travel to and from such activities.
C.CONTRACTOR recognizes that the Internship Program conducted pursuant to the
terms and conditions of this Agreement is not considered an educational program of COUNTY. Interns
participating in CONTRACTOR’s Internship Program shall work under the close partnership developed
between CONTRACTOR and COUNTY.
D.CONTRACTOR shall recruit students to interview with COUNTY for a possible
internship assignment at COUNTY facilities, in such numbers to be mutually agreed upon by both
COUNTY and CONTRACTOR.
E.CONTRACTOR shall keep all attendance and academic records of students
participating in the Internship Program provided for under this Agreement.
F.CONTRACTOR shall ensure students act professionally and appropriately while at
COUNTY facilities.
G.CONTRACTOR shall require every student to conform to all applicable COUNTY
policies, procedures, regulations, and all requirements and restrictions specified jointly by representatives of
CONTRACTOR and COUNTY.
H.CONTRACTOR shall notify COUNTY’s DPH Director, or designee, in advance of
student placement regarding:
1)Locations, dates, times and the number of hours or changes thereof,
regarding student availability for the Internship Program; and
2)Any change in the placement of students in Internship Program
assignments.
3)Intern placement shall be from June through August for ten (10) consecutive
weeks at forty (40) hours per week.
I.CONTRACTOR shall, in consultation and coordination with COUNTY’s DPH
Director, or designee, arrange for periodic conferences as necessary between appropriate representatives
of CONTRACTOR and COUNTY to evaluate the Internship Program provided under this Agreement.
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J.CONTRACTOR shall provide for an introductory orientation of students assigned to
COUNTY facilities, which shall provide an overview of the Internship Program assignment(s) and the terms
and conditions of Intern placement at COUNTY facilities.
K.CONTRACTOR shall agree that any special reports, projects, thesis, and/or
publications based upon studies and research arising out of the cooperative health care management
education experience permitted by this Agreement, shall be reviewed and approved prior to release by
COUNTY’s DPH Director, or designee, as appropriate.
L.CONTRACTOR’s employees, agents and Interns placed by CONTRACTOR shall
abide by the provisions of State of California Law relating to confidentiality of medical records, further
described in Paragraph 11 of this Agreement.
M.CONTRACTOR’s employees, agents, and Interns placed by CONTRACTOR shall
be issued COUNTY identification badges which must be worn only at COUNTY facilities while participating
in the Internship Program, pursuant to the terms and conditions of the Agreement.
N.For any CONTRACTOR Intern placed at COUNTY, CONTRACTOR agrees to
provide COUNTY with a copy of the executed agreement between the intern and CONTRACTOR.
2.OBLIGATIONS OF THE COUNTY
A.CONTRACTOR’s internship program is intended as a professional educational
experience for the Interns. Interns are not employees of CONTRACTOR or COUNTY. It is anticipated and
expected that Interns will be assigned projects and assignments that are vocational in nature. COUNTY
has broad discretion to assign Intern a variety of tasks and work commensurate with Intern’s educational
background and experience. Interns are not, however, to be utilized as replacement or temporary
employees and Intern’s placement is not intended to displace any of COUNTY’s existing personnel. Interns
shall be utilized June through August for ten (10) consecutive weeks at forty (40) hours per week.
It is the intention of CONTRACTOR and COUNTY that Interns have broad exposure
to COUNTY’s health care management practices and that the internship experience will provide Interns
with practical on-the job experience in areas of health care management that complement Intern’s
educational experience. Providing Intern with exposure to strategic planning, budgeting, personnel
management and other management functions of COUNTY that reinforce subject areas included in Intern’s
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academic program is strongly encouraged.
COUNTY understands that Interns are students seeking an educational work
experience and mentoring by health care professionals, and agrees to exercise reasonable efforts to
involve Interns in activities that will provide them with learning opportunities and a range of professional
experiences.
B.CONTRACTOR’s Interns placed at the COUNTY shall be considered only a student
or trainee, not an employee of CONTRACTOR or COUNTY. COUNTY is not obliged to, and will not pay
Intern any form of employee compensation or provide Intern any employee benefits.
C.COUNTY’s DPH Director, or designee, shall have sole authority to determine how
many placements for internships shall be made available to CONTRACTOR during each term of this
Agreement. In addition, COUNTY shall permit each student who is designated by CONTRACTOR to
receive health care management internship experience at appropriate COUNTY facilities at an agreed
(between COUNTY and CONTRACTOR) number of hours, and shall furnish and permit students free
access to appropriate COUNTY facilities for such health care management internship experience, subject
to the terms and conditions of this Agreement.
D.COUNTY shall identify an individual who shall serve as a Preceptor for each Intern.
The Preceptor shall be responsible for assigning all tasks and shall make reasonable efforts to obtain
feedback concerning the Intern’s experiences, training and performance. The Preceptor shall provide the
Intern with not less than two (2) reviews of the Intern’s work, one (1) review being provided not later than
the sixth (6th) week of the placement and another review being provided not earlier than the ninth (9th)
week of the placement. The reviews shall be utilized for the purpose of providing the Intern with feedback
concerning the Intern’s professional training experience in health care management. The review shall not
be structured or presented as a performance evaluation similar to those used for COUNTY’s employees.
E.COUNTY shall, subject to budgetary and operational concerns, maintain facilities
used for the learning experience in a manner that shall at all times conform to the requirements of
CONTRACTOR’s Internship Program.
F.All Interns shall be subject to the policies and procedures of the COUNTY generally
applicable to business visitors and invitees and to other educational trainees at COUNTY’s facilities.
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COUNTY shall make reasonable efforts to inform Interns of these policies and procedures.
G. COUNTY shall reserve the absolute right to review, authorize, and in its sole
discretion, deny access or admission by any student and/or CONTRACTOR representatives in COUNTY
facilities.
H. COUNTY shall provide input into the evaluation conducted by CONTRACTOR, of
Intern’s skills and progress.
I. COUNTY shall agree to allow Interns to use existing dining room/break area space
in the departments where they are placed. CONTRACTOR’s Interns shall purchase food in the regular
system or bring food with them; no special arrangements for food will be made.
J. COUNTY shall not be responsible for providing transportation or auto liability
coverage for participating Interns as they will not be permitted to operate COUNTY vehicles to perform
activities related to this Agreement.
3. TERM
The term of this Agreement shall be for a period of three (3) years, commencing on July 1, 2019
through and including June 30, 2022. This Agreement may be extended for two (2) additional consecutive
twelve (12) month periods upon written approval of both parties no later than thirty (30) days prior to the first
day of the next twelve (12) month extension period. The COUNTY’s DPH Director, or his or her designee is
authorized to execute such written approval on behalf of COUNTY based on CONTRACTOR’S satisfactory
performance.
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 thirty (30) days advance written
notice.
B. Breach of Contract - The COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of the COUNTY there is:
1) An illegal or improper use of funds;
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2)A failure to comply with any term of this Agreement;
3)A substantially incorrect or incomplete report submitted to the COUNTY;
4)Improperly performed service.
C.Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by CONTRACTOR or COUNTY upon the giving of thirty (30) days advance
written notice of an intention to terminate.
5.COMPENSATION/INVOICING
CONTRACTOR’s Internship Program conducted pursuant to the terms and conditions of
this Agreement shall be performed without the payment of any monetary consideration between
CONTRACTOR and COUNTY, from one party to the other.
6.INDEPENDENT CONTRACTOR
In 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, employees, and the Interns 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 the COUNTY. Furthermore, COUNTY shall have no right
to control or supervise or direct the manner or method by which CONTRACTOR shall perform its work and
function. However, COUNTY 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 COUNTY 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 employees and Interns shall
have absolutely no right to employment rights and benefits available to COUNTY employees.
CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees all
legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and save
COUNTY harmless from all matters relating to payment of CONTRACTOR'S employees, including
compliance with Social Security withholding and all other regulations governing such matters. As between
COUNTY and CONTRACTOR, should the Interns be deemed employees, by any governmental or
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regulatory body, the Interns shall be the employees of CONTRACTOR. It is acknowledged that during the
term of this Agreement, CONTRACTOR may be providing services to others unrelated to the COUNTY or
to this Agreement.
7.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.
8.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.
9.HOLD HARMLESS
A.CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S
request, defend the COUNTY, its officers, agents, and employees from any and all costs and expenses
(including attorney’s fees and costs), damages, liabilities, claims, and losses occurring or resulting to
COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its officers, agents,
employees, or Interns under this Agreement, and from any and all costs and expenses (including attorney’s
fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm, or
corporation who may be injured or damaged by the performance, or failure to perform, of
CONTRACTOR, its officers, agents, employees, or Interns under this Agreement. CONTRACTORalso
agrees to indemnify COUNTY from and against any and all costs and expenses (including attorney’s fees
and costs), damages, liabilities, claims, and losses occurring or resulting to COUNTY from a claim by any
Intern that he or she is an employee of COUNTY. In addition, CONTRACTOR agrees to indemnify
COUNTY for Federal, State of California and/or local audit exceptions resulting from noncompliance herein
on the part of CONTRACTOR.
B.COUNTY and CONTRACTOR shall give timely notice to the other of any claim,
demand, lien or suit coming to its knowledge which in any way might affect the other party and each party
shall have the right to participate in the defense of the same to the extent of its interest. COUNTY and
CONTRACTOR recognize that the significant mutual benefits of this Agreement depend upon close
cooperation and good faith handling of the matters subject to such indemnification provisions.
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10. INSURANCE
Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any
third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following
insurance policies or a program of self-insurance, including but not limited to, an insurance pooling
arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement:
A. Commercial General Liability
Commercial General Liability Insurance with limits of not less than One Million
Dollars ($1,000,000.00) per occurrence and an annual aggregate of Three Million Dollars ($3,000,000.00).
This policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
liability or any other liability insurance deemed necessary because of the nature of this contract.
B. Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than One
Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should
include any auto used in connection with this Agreement.
C. Professional Liability
If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W.,
M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million
Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate.
D. Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California
Labor Code.
Additional Requirements Relating to Insurance
CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance
naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional
insured, but only insofar as the operations under this Agreement are concerned. Such coverage for
additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained
by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance
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provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without
a minimum of thirty (30) days advance written notice given to COUNTY.
CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
employees any amounts paid by the policy of worker’s compensation insurance required by this
Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
necessary to accomplish such waiver of subrogation, but CONTRACTOR’s waiver of subrogation under
this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement,
CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the
foregoing policies, as required herein, to the County of Fresno, Department of Public Health, P.O. Box
11867, Fresno, CA 93775, Attention: Contracts Section – 6th Floor, stating that such insurance coverage
have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will
not be responsible for any premiums on the policies; that for such worker’s compensation insurance the
CONTRACTOR has waived its right to recover from the COUNTY, its officers, agents, and employees any
amounts paid under the insurance policy and that waiver does not invalidate the insurance policy; that such
Commercial General Liability insurance names the County of Fresno, its officers, agents and employees,
individually and collectively, as additional insured, but only insofar as the operations under this Agreement
are concerned; that such coverage for additional insured shall apply as primary insurance and any other
insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees, shall be excess
only and not contributing with insurance provided under CONTRACTOR's policies herein; and that this
insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice
given to COUNTY.
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein
provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
Agreement upon the occurrence of such event.
All policies shall be issued by admitted insurers licensed to do business in the State of California,
and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A
FSC VII or better.
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11.CONFIDENTIALITY
All services performed by CONTRACTOR under this Agreement shall be in strict
conformance with all applicable Federal, State of California and/or local laws and regulations relating to
confidentiality.
12.DATA SECURITY
For the purpose of preventing the potential loss, misappropriation or inadvertent
access, viewing, use or disclosure of COUNTY data including sensitive or personal client
information; abuse of COUNTY resources; and/or disruption to COUNTY operations, individuals
and/or agencies that enter into a contractual relationship with the COUNTY for the purpose of
providing services under this Agreement must employ adequate data security measures to protect
the confidential information provided to CONTRACTOR by the COUNTY, including but not limited
to the following:
A.CONTRACTOR-Owned Mobile, Wireless, or Handheld Devices
CONTRACTOR may not connect to COUNTY networks via personally-owned mobile, wireless or
handheld devices, unless the following conditions are met:
1)CONTRACTOR has received authorization by COUNTY for
telecommuting purposes;
2)Current virus protection software is in place;
3)Mobile device has the remote wipe feature enabled; and
4)A secure connection is used.
B.CONTRACTOR-Owned Computers or Computer Peripherals
CONTRACTOR may not bring CONTRACTOR-owned computers or computer peripherals into the
COUNTY for use without prior authorization from the COUNTY’s Chief Information Officer, and/or
designee(s), including but not limited to mobile storage devices. If data is approved to be
transferred, data must be stored on a secure server approved by the COUNTY and transferred by
means of a Virtual Private Network (VPN) connection, or another type of secure connection. Said
data must be encrypted.
C.COUNTY-Owned Computer Equipment
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CONTRACTOR or anyone having an employment relationship with the COUNTY, may not use
COUNTY computers or computer peripherals on non-COUNTY premises without prior
authorization from the COUNTY’s Chief Information Officer, and/or designee(s).
D.CONTRACTOR may not store COUNTY’s private, confidential or sensitive
data on any hard-disk drive, portable storage device, or remote storage installation unless
encrypted.
E.CONTRACTOR shall be responsible to employ strict controls to ensure the
integrity and security of COUNTY’s confidential information and to prevent unauthorized access,
viewing, use or disclosure of data maintained in computer files, program documentation, data
processing systems, data files and data processing equipment which stores or processes
COUNTY data internally and externally.
F.Confidential client information transmitted to one party by the other by means
of electronic transmissions must be encrypted according to Advanced Encryption Standards
(AES) of 128 BIT or higher. Additionally, a password or pass phrase must be utilized.
G.CONTRACTOR is responsible to immediately notify COUNTY of any
violations, breaches or potential breaches of security related to COUNTY’s confidential
information, data maintained in computer files, program documentation, data processing systems,
data files and data processing equipment which stores or processes COUNTY data internally or
externally.
H.COUNTY shall provide oversight to CONTRACTOR’s response to All
Incidents arising from a possible breach of security related to COUNTY’s confidential client
information provided to CONTRACTOR. CONTRACTOR will be responsible to issue any
notification to affected individuals as required by law or as deemed necessary by COUNTY in its
sole discretion. CONTRACTOR will be responsible for all costs incurred as a result of providing
the required notification. As used herein, “All Incidents” refers only to those incidents which are
within CONTRACTOR’s control (e.g. incidents involving its employees and/or subcontractors).
13.NO EMPLOYMENT GUARANTEES
CONTRACTOR and COUNTY acknowledge and agree that although COUNTY may
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employ Intern at some future date, neither CONTRACTOR nor COUNTY has made any statement,
representation or offer to Intern guaranteeing Intern employment with COUNTY based upon Intern’s
participation in, or completion of, the Internship Program, The Internship Program is not a recruiting
mechanism for COUNTY and the Internship Program is not intended to screen potential applicants for
future employment opportunities with the COUNTY. After the internship period has expired, COUNTY may
consider qualified Interns for future employment opportunities.
14.AUDITS AND INSPECTIONS
The CONTRACTOR shall at any time during business hours, and as often as the COUNTY
may deem necessary, make available to the COUNTY for examination all of its records and data with
respect to the matters covered by this Agreement. The CONTRACTOR shall, upon request by the
COUNTY, permit the COUNTY to audit and inspect all of such records and data necessary to ensure
CONTRACTOR'S compliance with the terms of this Agreement.
15.NON-DISCRIMINATION
During the performance of this Agreement, CONTTRACTOR shall not unlawfully
discriminate against any employee or applicant for employment, or recipient of services, because of race,
religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition,
genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation,
military status or veteran status pursuant to all applicable State of California and Federal statutes and
regulation.
16.NOTICES
The persons and their addresses having authority to give and receive notices under this
Agreement include the following:
COUNTY CONTRACTOR
Director, County of Fresno Joseph Cortes, Senior Vice President Department of Public Health Health Career Connection P.O. Box 11867 300 Frank H. Ogawa Plaza, Suite 243
Fresno, CA 93775 Oakland, CA 94612
All notices between the COUNTY and CONTRACTOR provided for or permitted under this
Agreement must be in writing and delivered either by personal service, by first-class United States mail, by
an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by
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personal service is effective upon service to the recipient. A notice delivered by first-class United States
mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid,
addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one
COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid,
with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by
telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is
completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the
next beginning of a COUNTY business day), provided that the sender maintains a machine record of the
completed transmission. For all claims arising out of or related to this Agreement, nothing in this section
establishes, waives, or modifies any claims presentation requirements or procedures provided by law,
including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
beginning with section 810).
17.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.
18.DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a
for-profit or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes
its status to operate as a corporation.
Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing
transactions that they are a party to while CONTRACTOR is providing goods or performing services
under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR
is a party and in which one or more of its directors has a material financial interest. Members of the
Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and
signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit A and incorporated
herein by reference, and submitting it to the COUNTY prior to commencing with the self-dealing
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transaction or immediately thereafter.
19.SEVERABILITY
The positions of this Agreement are severable. The invalidity or unenforceability of any
one provision in the Agreement shall not affect the other provisions.
20.ENTIRE AGREMENT
This Agreement constitutes the entire agreement between the CONTRACTOR and
COUNTY 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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1 IN WITNESS WHEREOF, he: par.fie$ heretQ have eiecut1:;d this Agree111ent as oHhe day an<:! year first.
2 hereinal:>ove written.
3 CONTAACTdRi
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Hf:ALTH CAREER CONNECTION
·(Authorize<:l $ign~ture)
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~oseph Cortes, Senior Vice President
(Authorized Signature)
16 Print Name & Title
(Corporation, qr any Assi;;tant $ecretacy, or Chief
17 Fi11anc1al Officer; or any AssistantTreastirer)
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Mailing Address
30OFtank H Ogawa Plaza, Suite 243
22 :pak!and, OA.946·12
Phone#: *866} 579-4442 Fax: (866) 955:.9;452
Contact Joseph Cortes, Senior Vice President 23
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25 FOR AQCOUNTING USE ONLY:
ORG No.: 5620
26 SubclasslF'und: 10000/0001
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JW
-15-
COUNTY OF FRESNO:
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Supel'\Jisors of the County of ~r0$no
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(3ernice E. Seidel
Clerk PHhe B9ard of Supervisors
County.of Fresno, State of CaHf6mia
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Deputy
Exhibit A
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”),
members of a contractor’s board of directors (hereinafter referred to as “County Contractor”), must
disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self-dealing transaction is defined below:
“A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest”
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member’s name, job title (if applicable), and date this disclosure is being made.
(2) Enter the board member’s company/agency name and address.
(3) Describe in detail the nature of the self -dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction; and
b. The nature of the material financial interest in the Corporation’s transaction that the
board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self -dealing transaction
described in Sections (3) and (4).
Exhibit A
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
(5) Authorized Signature
Signature: Date: