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HomeMy WebLinkAbout32702Agreement No. 18-290 FY 20 18-19 BOND COUNSEL S P ECIAL PROJ ECTS 1 2 3 4 AGREEMENT FOR SPECIALIZED LEGAL SERVICES (BOND COUNSEL SERVICES FOR SPECIAL PROJECTS -FISCAL YEAR 2018-19) TH IS AGREEMENT ("Agreemen t") is made and entered into this .5+b day of 5 ::Ji 1 ae < , 20 18, by and b etween th e COUNTY OF FRESNO, a political subdivision of 6 the State of California ("COUNTY"), and th e law firm of Hawkins Delafield & Wood, LLP 7 ("ATTORNEY"). 8 W I T N E S S E T H: 9 WHEREAS, COUNTY m ay, fro m time to time, have the need to seek the advice of 10 bond counsel for special projects in connection with municipal finance i ssu es; and 11 WHEREAS , COUNTY w is h es to engage the specialized legal services of bond coun sel 12 wh o is expert in l egal matters concerning s uch issues; and 13 WHEREAS , ATTORNEY represents that it is specially trained and experienced, and 14 that it possess e s such expertise; and 15 WHEREAS , such specialized legal services ar e either not available or expected not to 16 be avai lable in COUNTY's Office of the County Co unsel. 17 NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions 18 herein described, the parties hereto agree as fo ll ows: 19 1. Engagemen t of Attorney: COUNTY hereby engages ATTORNEY as an 20 independ ent contractor through the services of the following key perso n(s): Arto C. Becker, 2 1 Esq., Ru ssell A. Miller, Esq., Brian Organ, Esq., and Diane K. Quan, Esq., partners of 22 ATTORNEY; and s uch other partn ers of, and associate lawyers and staff members employed 23 by, ATTORNEY a s ATTORNEY deems necessary, and which COUNTY's Co unty Counse l 2 4 ("County Counsel"), or hi s or her designee, approves pursuant to section 3 of this Agreement, 25 except that the foregoing key persons may, from time to time, con sult with such of 26 A TTORNEY 's other lawyers on a "limi ted bas is" (as defined below) as ATTORNEY 27 reasonably deems prudent and n ecessary under the circumstances. It is unders too d that 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 FY 20 I 8-19 BOND COUNSEL SPECIAL PROJECTS ATTORNEY may not replace any of the aforementioned key persons named above without the prior, express, written approval of County Counsel, or his or her designee. In case of death, illness or other incapacity, or departure of any of the foregoing key persons, ATTORNEY shall provide a replacement of at least equal professional ability and experience as the key person replaced. A. Scope of Work: From time to time, County Counsel, or his or her designee, may request ATTORNEY to perform specialized legal services in connection with various municipal financing matters, each which is a "project," or all of which also may be referred to collectively as "projects." Such projects also may cover bond counsel services to COUNTY arising due to requests from outside agencies. Upon County Counsel's, or his or her designee's, written request to perform such services, and ATTORNEY's written acknowledgment that ATTORNEY will provide such services, ATTORNEY shall perform such services pursuant to the terms and conditions of this Agreement. Notwithstanding the foregoing provisions of this subsection l .A., in the event of exigent circumstances, County Counsel may make such request orally, and County Counsel and ATTORNEY shall within a reasonable time thereafter document such request for services and acknowledgment thereof. B. Authorization to Proceed With Work: For each project, ATTORNEY shall commence performance of services upon receiving authorization to proceed with work from the County Counsel, or his or her designee. 2. Performance by Attorney: ATTORNEY agrees to timely perform all services provided under this Agreement. ATTORNEY agrees to avoid unnecessary duplicative efforts on the part of ATTORNEY and ATTORNEY's partners, associate lawyers, and staff members in ATTORNEY' s performance of services for COUNTY under this Agreement. COUNTY shall not be obligated to compensate ATTORNEY for intra-office conferences between or among ATTORNEY' s partners, associate lawyers, and staff members, unless such intra-office conferences promote efficiency in the performance of ATTORNEY's work on a matter, or a reduction in the cost of compensation paid or reimbursement made for 'J 1 2 3 4 5 6 7 8 9 10 11 FY 2018-19 BOND COUNSEL SPECIAL PROJECTS related, reasonable and necessary, out-of-pocket expenses to ATTORNEY, or both. In the performance of the tasks identified in section 1 under this Agreement, ATTORNEY shall provide only those services which are necessary to carry out such tasks in an efficient and effective manner. ATTORNEY shall provide lawyers who possess the following qualities and skills: A. the lawyer possesses a high level of professional ethics and personal integrity, and exercises good judgment; B. the lawyer has experience and expertise in the particular municipal finance matter for which he or she is providing services; C. the lawyer has exceptional technical legal skills; D. the lawyer vigorously represents COUNTY so that COUNTY's 12 best interests are served; 13 14 E. F. the lawyer efficiently and timely completes assigned tasks; the lawyer is reasonably available when County Counsel, or his or her 15 designee, needs to consult with the lawyer on short notice; 16 G. the lawyer anticipates potential problems and advises County Counsel 17 regarding same; 18 H. the lawyer explains complex municipal finance concepts to County 19 Counsel, or his or her designee, so that County Counsel, or his or her designee, has a clear and 20 complete understanding of the relevant issues and facts of a matter; and 21 I. the lawyer cooperates with County Counsel, or his or her designee, and 22 other members of the financing team, including amicably resolving disputes, if any, among 23 financing team members to the satisfaction of County Counsel, or his or her designee. 24 3. Compensation of ATTORNEY: COUNTY shall be obligated to compensate 25 ATTORNEY pursuant to the terms and conditions of this Agreement only for the performance 26 of those tasks, to the reasonable satisfaction of COUNTY, which are related to the subject 27 matter of this Agreement. It is understood that COUNTY shall not be obligated to compensate FY 2018-19 BOND COUNSEL SPECIAL PROJECTS 1 ATTORNEY for any work, services, or functions performed by ATTORNEY: (i) in seeking to 2 obtain COUNTY's business or negotiating with COUNTY to enter into this Agreement or (ii) 3 in providing COUNTY with documentation, explanations, or justifications concerning the 4 adequacy or accuracy of its invoices for the performance of services under this Agreement and 5 resolving same to the reasonable satisfaction of COUNTY. 6 COUNTY agrees to pay and ATTORNEY agrees to accept as full compensation for 7 performance of tasks under this Agreement the following sum per hour per person: 8 Partners: 9 10 11 12 13 Arto C. Becker, Esq. Russell A. Miller, Esq. Diane K. Quan, Esq. Brian Organ, Esq. Associates: $550 $550 $520 $400 $315 14 The foregoing lawyers may, from time to time, consult with such of ATTORNEY' s 15 other lawyers on a "limited basis" as ATTORNEY reasonably deems prudent and necessary 16 under the circumstances, and ATTORNEY may also, upon the written approval of County 17 Counsel, or his or her designee, provide additional partners of, or associate lawyers employed 18 by its firm to perform significant services under this Agreement, provided that such additional 19 persons who are consulted or who provide significant services are compensated by COUNTY 20 for performance of tasks under this Agreement at a rate not to exceed each such person's 21 customary billing rate per hour for local governmental entities. Notwithstanding anything 22 stated to the contrary in this section, the term "limited basis" means fifteen (15) hours or less 23 worked by ATTORNEY's lawyers, collectively, other than the lawyers identified above, per 24 month or fraction thereof. 25 County Counsel, or his or her designee, on behalf of COUNTY, and ATTORNEY, may 26 agree to a fixed rate of compensation, and related, reasonable and necessary out-of-pocket 27 expenses, payable to ATTORNEY for ATTORNEY's performance of any arbitrage rebate and 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 FY 2018-19 BOND COUNSEL SPECIAL PROJECTS yield restriction compliance services pursuant to the terms and conditions of this Agreement. In addition, ATTORNEY shall be reimbursed for reasonable, and necessary out-of- pocket expenses, as follows: telephone charges, telephonic facsimile transmission charges, computer research charges, filing fees, courier charges, postage charges, printing and photographic reproduction expenses, in-State travel, and all such directly-related expenses. It is understood that ATTORNEY shall not be reimbursed for its secretarial or clerical services (including overtime hours worked), or normal office operating expenses, with the exception of those charges and expenses stated in the immediately preceding paragraph of this Agreement. In addition, ATTORNEY shall not be reimbursed for such services performed or expenses incurred, regardless of whether such tasks are performed or expenses are incurred by ATTORNEY's partners, associate lawyers, or anyone else. Under no circumstances shall COUNTY compensate ATTORNEY for secretarial or clerical work performed by paralegals. Furthermore, COUNTY shall not compensate ATTORNEY for work performed by paralegals where such work ordinarily is performed by licensed attorneys, including legal research and legal document drafting. 4. Payment and Record-keeping: Subject to section 3 of this Agreement, payment of compensation for the services provided under this Agreement and reimbursement for related, reasonable and necessary out-of-pocket expenses incurred shall be made by COUNTY after submission of an itemized invoice by ATTORNEY to the County Counsel, which invoice may be submitted in the month following the month in which such services were rendered or expenses incurred, or :from time to time as such invoice is requested by County Counsel or his or her designee. All payments of compensation and reimbursement for related, reasonable and necessary out-of-pocket expenses incurred shall be made by COUNTY no later than forty-five (45) days following the date that COUNTY receives a properly completed invoice requesting the payment for such services rendered and expenses incurred. All such invoices shall reflect accurately the tasks performed by ATTORNEY under this Agreement. In addition, all such invoices shall have sufficient detail as may be required by FY 2018-19 BOND COUNSEL SPECIAL PROJECTS 1 COUNTY's Auditor-Controller/Treasurer-Tax Collector, including, but not limited to: 2 A. The specific nature of each task performed as services under this 3 Agreement; 4 5 6 B. C. D. The name of the person performing each such task; The number of hours worked by each such person for each such task; The hourly rate per each such person performing each such task; and 7 E. The related, reasonable and necessary, out-of-pocket expenses incurred, 8 as provided for in section 3 of this Agreement. 9 In addition to the requirements of this section 4 of this Agreement, each invoice shall 10 set forth a summary of hours worked by each partner and associate lawyer, and paralegal for 11 the applicable billing period. Furthermore, each such invoice shall set forth the product of such 12 summary of hours worked by each person multiplied by such person's billing rate, as set forth 13 herein (e.g., Mr. Becker's's total hours worked= 10 hours; Mr. Becker's hourly billing rate is 14 $550; 10 hours x Mr. Becker's billing rate of $550 per hour= $5,500). 15 In preparing invoices, ATTORNEY shall segregate each task performed on a daily 16 basis. If requested by County Counsel, or his or her designee, ATTORNEY shall segregate 17 work performed and related, reasonable and necessary, out-of-pocket expenses incurred on the 18 basis of each project. ATTORNEY shall not combine unrelated tasks as a single entry in lieu 19 of setting forth the hours of work performed by a partner, associate lawyer, or paralegal on 20 each specific task. 21 ATTORNEY shall prepare its invoices in an organized manner that facilitates an 22 efficient review of the services performed and the expenses incurred in order to provide 23 COUNTY with a clear and complete understanding of how much time was devoted to specific 24 tasks and projects, and the associated cost. 25 ATTORNEY shall keep complete records of the services provided, as described in this 26 section 4 of this Agreement, together with all related reasonable and necessary, out-of-pocket 27 expenses applicable to the work provided under this Agreement. COUNTY's Auditor- FY 2018-19 BOND COUNSEL SPECIAL PROJECTS 1 Controller/Treasurer-Tax Collector, or his or her duly authorized representatives, shall be 2 given reasonable access to all of these records for the purposes of audit of this Agreement. 3 In addition, ATTORNEY shall be subject to the examination and audit of such records 4 by the Auditor General for a period of three (3) years after final payment under this Agreement 5 (Gov. Code,§ 8546.7). 6 5. Term of Agreement: This Agreement shall be effective as of July 1, 2018. At 7 any time during the period of July 1, 2018, through and including June 30, 2019, the County 8 Counsel, or his or her designee, may authorize ATTORNEY to perform any work under 9 section 1 of this Agreement, and ATTORNEY' s performance of such work may occur during 10 such period, or may occur any time after June 30, 2019. 11 Either party may terminate this Agreement at any time, either in whole or in part. 12 However, if ATTORNEY elects to terminate this Agreement, COUNTY's rights under any 13 pending matter which may arise from ATTORNEY's services hereunder shall not be 14 prejudiced due to such termination as required by the Rules of Professional Conduct of the 15 State Bar of California. Subject to section 3 of this Agreement, ATTORNEY shall be paid for 16 all services performed to the date of termination of this Agreement, which are done to the 17 reasonable satisfaction of COUNTY. 18 6. Independent Contractor: In performance of the work, duties and obligations 19 assumed by ATTORNEY under this Agreement, it is mutually understood and agreed that 20 ATTORNEY, including any and all of ATTORNEY's officers, agents, and employees will at 21 all times be acting and performing as an independent contractor, and shall act in an 22 independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or 23 associate of COUNTY. Furthermore, COUNTY shall have no right to control or supervise or 24 direct the manner or method by which ATTORNEY shall perform its obligations under this 25 Agreement. However, COUNTY shall retain the right to administer this Agreement so as to 26 verify that ATTORNEY is performing its obligations in accordance with the terms and 27 conditions hereof. ATTORNEY and COUNTY shall comply with all applicable provisions of 7 FY 2018-19 BOND COUNSEL SPECIAL PROJECTS 1 law and the rules and regulations, if any, of governmental authorities having jurisdiction over 2 matters of the subject hereof. 3 Because of its status as an independent contractor, ATTORNEY shall have absolutely 4 no right to employment rights and benefits available to COUNTY employees. ATTORNEY 5 shall be solely liable and responsible for providing to, or on behalf of, its employees all legally- 6 required employee benefits. In addition, ATTORNEY shall be solely responsible and save 7 COUNTY harmless from all matters related to payment of ATTORNEY's employees, 8 including compliance with social security, withholding, and all other regulations governing 9 such matters. It is acknowledged that during the term of this Agreement, ATTORNEY may be 10 providing services to others unrelated to COUNTY or to this Agreement. 11 7. Hold Harmless: ATTORNEY shall hold COUNTY, its officers, agents, and 12 employees harmless and indemnify and defend COUNTY, its officers, agents, and employees 13 against payment of any and all costs and expenses (including attorney's fees and court cost), 14 claims, suits, losses, damages, and liability arising from or arising out of any actual or alleged 15 negligent or wrongful acts or omissions of ATTORNEY, including its partners, officers, 16 agents, and employees, in performing or failing to perform the services provided herein. 17 COUNTY's receipt of any insurance certificates required herein does not in any way relieve 18 the ATTORNEY from its obligations under this section 7 of this Agreement. 19 The provisions of this section 7 shall survive the termination of this Agreement. 20 8. Insurance: Without limiting COUNTY's rights under section 7 of this 21 Agreement, or against any third parties, ATTORNEY, at its sole expense, shall maintain in full 22 force and effect the following insurance policies throughout the entire term of this Agreement: 23 A. A policy of professional liability insurance with limits of coverage of not 24 less than Ten Million and No/100 Dollars ($10,000,000.00) per covered event; 25 B. A policy of comprehensive general liability insurance with limits of 26 coverage of not less than One Million and No/100 Dollars ($1,000,000.00) per occurrence. The 27 policy of comprehensive general liability shall be written on a per occurrence basis. (Such FY 2018-19 BOND COUNSEL SPECIAL PROJECTS 1 insurance shall include automobile insurance coverage, provided however, if ATTORNEY 2 maintains comprehensive general liability insurance that does not cover a loss in connection 3 with an automobile, ATTORNEY shall also obtain and maintain automobile liability insurance 4 coverage with limits of coverage of not less than One Hundred Thousand and No/100 Dollars 5 ($100,000.00) per person and Three Hundred Thousand and No/100 Dollars ($300,000.00) per 6 occurrence and shall be written to cover all vehicles or owned and non-owned vehicles); and 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 C. A policy of workers compensation insurance as is required by the California Labor Code, providing full statutory coverage. a All such insurance policies shall be issued by insurers who have at least have an A.M. Best rating of A, FSC, VII ( except for the Professional Liability Insurance policy, which shall be issued by an insurer who has at least a Standard & Poor's and Fitch's rating of AA-because the specialized carrier is fulfilling a need in a specialty market) and shall be acceptable to COUNTY's Department of Human Resources, Risk Management Division. In addition, the comprehensive general liability insurance policy (and, the automobile liability insurance policy; if such policy is at any time maintained separately from the comprehensive general liability insurance policy) shall name COUNTY, its officers, agents, and employees, individually and collectively, as additional insureds, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insureds 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 such insurance provided under ATTORNEY' s policies herein. This insurance shall not be canceled, reduced, or changed without a minimum of thirty (30) calendar days advance, written notice given to County Counsel (at the address for notices to County Counsel provided herein) and to COUNTY' s Department of Human Resources, Risk Management Division, at the following address: Department of Human Resources Risk Management Division COUNTY OF FRESNO 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 2220 Tulare Street, 16th Floor Fresno, CA 93 721 FY 2018-19 BOND COUNSEL SPECIAL PROJECTS ATTORNEY shall provide to County Counsel a certificate of insurance for all the foregoing policies and an endorsement to ATTORNEY's comprehensive general liability insurance policy ( and, to ATTORNEY' s automobile liability insurance policy, if such policy is at any time maintained separately from the comprehensive general liability insurance policy) naming COUNTY as an additional insured, as stated above, which are acceptable to COUNTY's Department of Human Resources, Risk Management Division, evidencing proof of such insurance coverages required herein prior to performing any services under this Agreement. In addition to its obligations set forth above, ATTORNEY agrees that it shall maintain, at its sole expense, in full force and effect for a period of three (3) years following the termination of this Agreement a policy of professional liability insurance with limits of coverage of not less than Ten Million and No/100 Dollars ($10,000,000.00) per covered event; provided, however, in the event that ATTORNEY does not maintain such policy of insurance for such entire three (3) year period, ATTORNEY shall maintain, at its sole expense, in full force and effect extended claims reporting coverage insurance in lieu thereof in the amount of not less than Ten Million and No/100 Dollars ($10,000,000.00). If either the professional liability or comprehensive general liability insurance policies ( or, the automobile liability insurance policy, if such policy is at any time maintained separately from the comprehensive general liability insurance policy) required to be maintained pursuant to this section 8 of this Agreement, or both ( or all of them, as the case may be), have a self-insured retention, such self-insured retentions shall be funded· by ATTORNEY and approved by COUNTY's Department of Human Resources, Risk Management Division. The provisions of this section 8 shall survive the termination of this Agreement. 9. Agreement is Binding Upon Successors: This Agreement shall be binding upon 27 COUNTY and ATTORNEY and their respective successors, executors, administrators, legal 1fl FY 2018-19 BOND COUNSEL SPECIAL PROJECTS 1 representatives, and assigns with respect to all the covenants and conditions set forth herein. 2 10. Assignment and Subcontracting: Notwithstanding anything stated to the 3 contrary in section 9 of this Agreement, neither party hereto shall assign, transfer, or sub- 4 contract this Agreement nor its rights or duties hereunder without the written consent of the 5 other. 6 11. Amendments: This Agreement may only be amended in writing signed by the 7 parties hereto. 8 12. Conflict of Interest: ATTORNEY promises, covenants, and warrants that, after 9 having performed a reasonable investigation, the performance of its services and representation 10 to COUNTY under this Agreement do not result in a "conflict of interest" as that term is used 11 in the Rules of Professional Conduct of the State Bar of California. In the event a "conflict of 12 interest" occurs, ATTORNEY will request COUNTY's Board of Supervisors to waive such 13 "conflict of interest" on a case-by-case basis. 14 13. Further Assurances by ATTORNEY: ATTORNEY represents that it has read 15 and is familiar with Government Code §§ 1090 et seq. and §§ 87100 et seq. ATTORNEY 16 promises, covenants, and warrants that, after having performed a reasonable investigation, the 17 performance of its services under this Agreement shall not result in or cause a violation by it of 18 Government Code§§ 1090 et seq. and§§ 87100 et seq. 19 14. Compliance With Laws: ATTORNEY shall comply with all federal, state, and 20 local laws and regulations applicable to the performance of its obligations under this 21 Agreement. 22 15. Notices: The persons and their addresses having authority to give and receive 23 notices under this Agreement include the following: 24 25 26 27 COUNTY County Counsel COUNTY OF FRESNO 2220 Tulare Street, 5th Floor Fresno, CA 93721 11 ATTORNEY Arto C. Becker Hawkins Delafield & Wood, LLP 3333 South Grand Avenue Suite 3650 Los Angeles, CA 90071 FY 2018-19 BOND COUNSEL SPECIAL PROJECTS 1 Any and all notices between COUNTY and ATTORNEY provided for or permitted 2 under this Agreement must be in writing and delivered either by personal service, by first-class 3 United States mail, or by an overnight commercial courier service. A notice delivered by 4 personal service is effective upon service to the recipient. A notice delivered by first-class 5 United States mail is effective three (3) COUNTY business days after deposit in the United 6 States mail, postage prepaid, addressed to the recipient. A notice delivered by an overnight 7 commercial courier service is effective one (1) COUNTY business day after deposit with the 8 overnight commercial courier service, delivery fees prepaid, with delivery instructions given 9 for next day delivery, addressed to the recipient. For all claims arising out of or related to this 10 Agreement, nothing in this section establishes, waives, or modifies any claims presentation 11 requirements or procedures provided by law, including but not limited to the Government 12 Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810). 13 16. Venue and Governing Law: The parties agree that, for purposes of venue, 14 performance under this Agreement is to be in Fresno County, California. The rights and 15 obligations of the parties and all interpretations and performance of this Agreement shall be 16 governed in all respects by the laws of the State of California. 17 17. Disclosure of Self-Dealing Transactions: This provision is only applicable if 18 ATTORNEY is operating as a corporation (a for-profit or non-profit corporation) or if during· 19 the term of this Agreement, ATTORNEY changes its status to operate as a corporation. 20 Members of ATTORNEY' s Board of Directors shall disclose any self-dealing 21 transactions that they are a party to while ATTORNEY is providing goods or performing 22 services under this Agreement. A self-dealing transaction shall mean a transaction to which the 23 ATTORNEY is a party and in which one or more of its directors has a material financial 24 interest. Members of the Board of Directors shall disclose any self-dealing transactions that 25 they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form 26 (Exhibit A) and submitting it to COUNTY prior to commencing with the self-dealing 27 transaction or immediately thereafter. 1 'J FY 2018-19 BOND COUNSEL SPECIAL PROJECTS 1 18. Entire Agreement: This Agreement constitutes the entire agreement between 2 COUNTY and ATTORNEY with respect to the specialized legal services to be provided 3 herein and supersedes any previous agreement concerning the subject matter hereof, 4 negotiations, proposals, commitments, writings, or understandings of any nature whatsoever 5 unless expressly included in this Agreement. 6 If any part of this Agreement is found to violate any law or is found to be otherwise 7 legally defective, ATTORNEY and COUNTY shall use their best efforts to replace that part of 8 this Agreement with legal terms and conditions most readily approximating the original intent 9 of the parties. 10 19. Counterparts: This Agreement may be executed in one or more counterparts, 11 each of which when executed shall be deemed to be an original, and such counterparts shall 12 together constitute one and the same instrument. 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 [SIGNATURE PAGE FOLLOWSJ FY 20 18-19 BOND COU SE L SP EC IA L PROJECTS IN WITNESS WHEREOF, the parties hereto have caused thi s Agreement to be 2 executed as of the day and year first above written. 3 HAWKINS D ELAFIELD & WOOD , LLP 4 5 6 7 8 9 10 11 12 By avtvC.°8e~ Arto C . Becker Partner 13 ORG: 07 10 14 15 16 17 18 19 20 21 22 23 24 25 26 27 FUND: 000 1 ACCOUNT: SUBCLASS: 7295 10000 Special Proj ects Agreement FY 20 I 8-19 1 Li COUNTY OF FRESNO B y_~~~~~~------=----:---- C hairman of the ervisors of the County of Fres no ATTEST: BERNICE E . SEIDEL Clerk of the Board of Supervisors County of Fresno, State of California By St)S/).N\ ~C>(l Deputy FY 2018-19 BOND COUNSEL SPECIAL PROJECTS EXHIBIT A SELF-DEALING TRANSACTION DISCLOSURE FORM In order to conduct business with the County of Fresno ("County"), members of a contractor's board of directors ("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). FY 2018-19 BOND COUNSEL SPECIAL PROJECTS :_:(3 ):J:>is~.!~;uri: (Pl~a:s~a·,~i:r,i~~it~e: n';i~~i~ ~f ~lie[s~lf,;d~,iii ng:tr:~,tii~~Ji~'ti ye>fta.r¢ a p~rtyji:;t .: .. '" ii ".,,_ >r, '.• .. •~' c_c. ,-,,o ~••' •. "ru' ,,_.,. -','!• ,;-t>,,,,, __ ,s\ ,•,,, '•'" ",,,.~.• ! '."'-'• ,'