HomeMy WebLinkAboutAgreement A-21-064 with Hawkins Delafield Wood LLP Special Projects.pdfFY 2021-22 BOND COUNSEL SPECIAL PROJECTS
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AGREEMENT FOR SPECIALIZED LEGAL SERVICES
(BOND COUNSEL SERVICES FOR SPECIAL PROJECTS - FISCAL YEAR 2021-22)
THIS AGREEMENT (“Agreement”) is made and entered into this ___ day of
____________, 2021, by and between the COUNTY OF FRESNO, a political subdivision of the
State of California (“COUNTY”), and the law firm of Hawkins Delafield & Wood LLP
(“ATTORNEY”).
Recitals
A. COUNTY may from time to time need to seek the advice of bond counsel for
special projects in connection with municipal finance issues.
B. COUNTY wishes to engage the specialized legal services of bond counsel who
is expert in legal matters concerning such issues.
C. ATTORNEY represents that it is specially trained and experienced, and that it
possesses such expertise.
D.Such specialized legal services are either not available or expected not to be
available in COUNTY’s Office of the County Counsel.
The parties therefore agree as follows:
1.Engagement of Attorney: COUNTY hereby engages ATTORNEY as an
independent contractor through the services of the following key person(s): Arto C. Becker,
Russell A. Miller, Diane K. Quan, and Brian Organ, partners of ATTORNEY; and such other
partners of, and associate lawyers and staff members employed by, ATTORNEY as
ATTORNEY deems necessary, and which COUNTY’s County Counsel (“County Counsel”), or
his or her designee, approves pursuant to section 3 of this Agreement, except that the foregoing
key persons may, from time to time, consult with such of ATTORNEY’s other lawyers on a
“limited basis” (as defined below) as ATTORNEY reasonably deems prudent and necessary
under the circumstances. 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
9th
March
Agreement No. 21-064
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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 1.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 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 that are necessary to carry out such tasks in an efficient and
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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
best interests are served;
E.the lawyer efficiently and timely completes assigned tasks;
F.the lawyer is reasonably available when County Counsel, or his or her
designee, needs to consult with the lawyer on short notice;
G.the lawyer anticipates potential problems and advises County Counsel
regarding same;
H.the lawyer explains complex municipal finance concepts to County
Counsel, or his or her designee, so that County Counsel, or his or her designee, has a clear
and complete understanding of the relevant issues and facts of a matter; and
I. the lawyer cooperates with County Counsel, or his or her designee, and
other members of the financing team, including amicably resolving disputes, if any, among
financing team members to the satisfaction of County Counsel, or his or her designee.
3.Compensation of ATTORNEY: COUNTY shall compensate ATTORNEY
pursuant to the terms and conditions of this Agreement only for the performance of those tasks,
to the reasonable satisfaction of COUNTY, that relate to the subject matter of this Agreement.
It is understood that COUNTY shall not be obligated to compensate ATTORNEY for any work,
services, or functions performed by ATTORNEY: (i) in seeking to obtain COUNTY’s business
or negotiating with COUNTY to enter into this Agreement or (ii) in providing COUNTY with
documentation, explanations, or justifications concerning the adequacy or accuracy of its
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invoices for the performance of services under this Agreement and resolving same to the
reasonable satisfaction of COUNTY.
COUNTY agrees to pay and ATTORNEY agrees to accept as full compensation for
performance of tasks under this Agreement the following sum per hour per person:
Partners:
Arto C. Becker $575
Russell A. Miller $575
Diane K. Quan $540
Brian Organ $540
Associates: $350
The foregoing lawyers may, from time to time, consult with such of ATTORNEY’s other
lawyers on a “limited basis” as ATTORNEY reasonably deems prudent and necessary under
the circumstances, and ATTORNEY may also, upon the written approval of County Counsel, or
his or her designee, provide additional partners of, or associate lawyers employed by its firm to
perform significant services under this Agreement, provided that such additional persons who
are consulted or who provide significant services are compensated by COUNTY for
performance of tasks under this Agreement at a rate not to exceed each such person’s
customary billing rate per hour for local governmental entities. Notwithstanding anything stated
to the contrary in this section, the term “limited basis” means fifteen (15) hours or less worked
by ATTORNEY’s lawyers, collectively, other than the lawyers identified above, per month or
fraction thereof.
County Counsel, or his or her designee, on behalf of COUNTY, and ATTORNEY, may
agree to a fixed rate of compensation, and related, reasonable and necessary out-of-pocket
expenses, payable to ATTORNEY for ATTORNEY’s performance of any arbitrage rebate and
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,
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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. Upon approval by the County
Counsel, ATTORNEY may use paralegals to perform services under this Agreement. 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. COUNTY shall remit any
payment to ATTORNEY’s address specified in the invoice for payment.
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
COUNTY’s Auditor-Controller/Treasurer-Tax Collector, including, but not limited to:
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A. The specific nature of each task performed as services under this
Agreement;
B. The name of the person performing each such task;
C. The number of hours worked by each such person for each such task;
D. The hourly rate per each such person performing each such task; and
E. The related, reasonable and necessary, out-of-pocket expenses
incurred, as provided for in section 3 of this Agreement.
In addition to the requirements of this section 4 of this Agreement, each invoice shall set
forth a summary of hours worked by each partner and associate lawyer, and paralegal for the
applicable billing period. Furthermore, each such invoice shall set forth the product of such
summary of hours worked by each person multiplied by such person’s billing rate, as set forth
herein (e.g., Mr. Becker’s total hours worked = 10 hours; Mr. Becker’s hourly billing rate is $575;
10 hours x Mr. Becker’s billing rate of $575 per hour = $5,750).
In preparing invoices, ATTORNEY shall segregate each task performed on a daily basis.
If requested by County Counsel, or his or her designee, ATTORNEY shall segregate work
performed and related, reasonable and necessary, out-of-pocket expenses incurred on the
basis of each project. ATTORNEY shall not combine unrelated tasks as a single entry in lieu of
setting forth the hours of work performed by a partner, associate lawyer, or paralegal on each
specific task.
ATTORNEY shall prepare its invoices in an organized manner that facilitates an efficient
review of the services performed and the expenses incurred in order to provide COUNTY with
a clear and complete understanding of how much time was devoted to specific tasks and
projects, and the associated cost.
ATTORNEY shall keep complete records of the services provided, as described in this
section 4 of this Agreement, together with all related reasonable and necessary, out-of-pocket
expenses applicable to the work provided under this Agreement. COUNTY’s Auditor-
Controller/Treasurer-Tax Collector, or his or her duly authorized representatives, shall be given
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reasonable access to all of these records for the purposes of audit of this Agreement.
In addition, ATTORNEY shall be subject to the examination and audit of such records
by the Auditor General for a period of three (3) years after final payment under this Agreement
(Gov. Code, § 8546.7).
5.Term of Agreement: This Agreement shall be effective as of July 1, 2021. At any
time during the period of July 1, 2021, through and including June 30, 2022, the County Counsel,
or his or her designee, may authorize ATTORNEY to perform any work under section 1 of this
Agreement, and ATTORNEY’s performance of such work may occur during such period, or may
occur any time after June 30, 2022.
Either party may terminate this Agreement at any time, either in whole or in part.
However, if ATTORNEY elects to terminate this Agreement, COUNTY’s rights under any
pending matter which may arise from ATTORNEY’s services hereunder shall not be prejudiced
due to such termination as required by the Rules of Professional Conduct of the State Bar of
California. Subject to section 3 of this Agreement, ATTORNEY shall be paid for all services
performed to the date of termination of this Agreement, which are done to the reasonable
satisfaction of COUNTY.
6.Independent Contractor: In performance of the work, duties and obligations
assumed by ATTORNEY under this Agreement, it is mutually understood and agreed that
ATTORNEY, including any and all of ATTORNEY’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
COUNTY. Furthermore, COUNTY shall have no right to control or supervise or direct the
manner or method by which ATTORNEY shall perform its obligations under this Agreement.
However, COUNTY shall retain the right to administer this Agreement so as to verify that
ATTORNEY is performing its obligations in accordance with the terms and conditions hereof.
ATTORNEY and COUNTY shall comply with all applicable provisions of law and the rules and
regulations, if any, of governmental authorities having jurisdiction over matters of the subject
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hereof.
Because of its status as an independent contractor, ATTORNEY shall have absolutely
no right to employment rights and benefits available to COUNTY employees. ATTORNEY shall
be solely liable and responsible for providing to, or on behalf of, its employees all legally-
required employee benefits. In addition, ATTORNEY shall be solely responsible and save
COUNTY harmless from all matters related to payment of ATTORNEY’s employees, including
compliance with social security, withholding, and all other regulations governing such matters.
Both parties acknowledge that during the term of this Agreement, ATTORNEY may be providing
services to others unrelated to COUNTY or to this Agreement.
7.Hold Harmless: ATTORNEY shall hold COUNTY, its officers, agents, and
employees harmless and indemnify and defend COUNTY, its officers, agents, and employees
against payment of any and all costs and expenses (including attorney’s fees and court cost),
claims, suits, losses, damages, and liability arising from or arising out of any actual or alleged
negligent or wrongful acts or omissions of ATTORNEY, including its partners, officers, agents,
and employees, in performing or failing to perform the services provided herein. COUNTY’s
receipt of any insurance certificates required herein does not in any way relieve the ATTORNEY
from its obligations under this section 7 of this Agreement.
The provisions of this section 7 shall survive the termination of this Agreement.
8.Insurance: Without limiting COUNTY’s rights to obtain indemnification from
ATTORNEY or any third parties, ATTORNEY, at its sole expense, shall maintain in full force
and effect the following insurance policies throughout the entire term of this Agreement:
A.Professional liability insurance with limits of not less than Ten Million
Dollars ($10,000,000) per covered event.
B.Comprehensive general liability insurance with limits of coverage of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of Four
Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis. ATTORNEY
shall obtain an endorsement to this policy naming the County of Fresno, its officers, agents,
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employees, and volunteers, individually and collectively, as additional insureds, but only insofar
as the operations under this Agreement are concerned. Such coverage for additional insureds
will apply as primary insurance and any other insurance, or self-insurance, maintained by the
COUNTY is excess only and not contributing with insurance provided under ATTORNEY’s
policy.
C.Automobile liability insurance coverage with limits of not less than One
Million Dollars ($1,000,000.00) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
C.Workers compensation insurance as required by the California Labor
Code.
Additional Insurance Requirements
Within 30 days after ATTORNEY signs this Agreement, ATTORNEY shall deliver, or
cause its broker or producer to deliver, to the County Counsel’s Office, at 2281 Tulare Street,
Suite 304, Fresno, California 93721, or CountyCounselMailbox@fresnocountyca.gov, copies of
insurance policies as produced by the broker or producer, and certificates of insurance and
endorsements for all of the coverages required under this Agreement.
(i)All insurance certificates must state that: (1) the insurance coverage has been
obtained and is in full force; (2) COUNTY, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3)
ATTORNEY has waived its right to recover from COUNTY, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii)The comprehensive general liability insurance certificate must also state that: (1)
COUNTY, its officers, agents, employees, and volunteers, individually and
collectively, are additional insureds insofar as the operations under this
Agreement are concerned; (2) the coverage shall apply as primary insurance
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and any other insurance, or self-insurance, maintained by COUNTY shall be
excess only and not contributing with insurance provided under ATTORNEY’s
policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
All such insurance policies shall be issued by insurers who have at least have an A.M.
Best, Inc. rating of A:VII or greater (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.
For each insurance policy required under this Agreement, ATTORNEY shall provide to
COUNTY, or ensure that the policy requires the insurer to provide to COUNTY, written notice
of any cancellation or change in the policy as required in this paragraph. For cancellation of the
policy for nonpayment of premium, ATTORNEY shall, or shall cause the insurer to, provide
written notice to COUNTY not less than 10 days in advance of cancellation. For cancellation of
the policy for any other reason, and for any other change to the policy, ATTORNEY shall, or
shall cause the insurer to, provide written notice to COUNTY not less than 30 days in advance
of cancellation or change. COUNTY in its sole discretion may determine that the failure of
ATTORNEY or its insurer to timely provide a written notice required by this paragraph is a
breach of this Agreement.
If ATTORNEY has or obtains insurance with broader coverage, higher limits, or both,
than what is required under this Agreement, then COUNTY requires and is entitled to the
broader coverage, higher limits, or both. To that end, ATTORNEY shall deliver, or cause its
broker or producer to deliver, to COUNTY’s Risk Manager copies of insurance policies that have
such broader coverage, higher limits, or both, as produced by the broker or producer, and
certificates of insurance and endorsements for all of the coverages that have such broader
coverage, higher limits, or both, as required under this Agreement.
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ATTORNEY waives its right to recover from the County, its officers, agents, employees,
and volunteers any amounts paid under the policy of worker’s compensation insurance required
by this Agreement. ATTORNEY is solely responsible to obtain any policy endorsement that may
be necessary to accomplish that waiver, but ATTORNEY’s waiver of subrogation under this
paragraph is effective whether or not ATTORNEY obtains such an endorsement.
If ATTORNEY fails to keep in effect at all times any insurance coverage required under
this Agreement, COUNTY may, in addition to any other remedies it may have, suspend or
terminate this Agreement upon the occurrence of that failure, or purchase such insurance
coverage, and charge the cost of that coverage to ATTORNEY. COUNTY may offset such
charges against any amounts owed by COUNTY to ATTORNEY 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 any of the insurance policies required to be maintained under this section 8 of this
Agreement 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
COUNTY and ATTORNEY and their respective successors, executors, administrators, legal
representatives, and assigns with respect to all the covenants and conditions set forth herein.
10.Assignment and Subcontracting: Notwithstanding anything stated to the contrary
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in section 9 of this Agreement, neither party hereto shall assign, transfer, or sub-contract this
Agreement nor its rights or duties hereunder without the written consent of the other.
11.Amendments: This Agreement may only be amended in writing signed by the
parties hereto.
12.Conflict of Interest: ATTORNEY promises, covenants, and warrants that, after
having performed a reasonable investigation, the performance of its services and
representation to COUNTY under this Agreement do not result in a “conflict of interest.”
ATTORNEY further promises, covenants, and warrants that it will keep reasonably informed of
its services to the COUNTY and other clients to ensure that the performance of its services and
representation to COUNTY under this Agreement will not result in a “conflict of interest.” In the
event a “conflict of interest” occurs, ATTORNEY will request COUNTY’s Board of Supervisors
to waive such “conflict of interest” on a case-by-case basis. For purposes of this paragraph 12,
the phrase “conflict of interest” has the same meaning as in the California Rules of Professional
Conduct.
13.Further Assurances by ATTORNEY: ATTORNEY represents that it has read and
is familiar with Government Code §§ 1090 et seq. and §§ 87100 et seq. ATTORNEY promises,
covenants, and warrants that, after having performed a reasonable investigation, the
performance of its services under this Agreement shall not result in or cause a violation by it of
Government Code §§ 1090 et seq. and §§ 87100 et seq.
14.Compliance With Laws: ATTORNEY shall comply with all federal, state, and local
laws and regulations applicable to the performance of its obligations under this Agreement.
15.Notices: The persons and their addresses having authority to give and receive
notices under this Agreement include the following:
COUNTY ATTORNEY
County Counsel Arto C. Becker
COUNTY OF FRESNO Hawkins Delafield & Wood LLP
2220 Tulare Street, 333 South Grand Avenue
5th Floor Los Angeles, CA 90071
Fresno, CA 93721
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Any and all notices between COUNTY and ATTORNEY provided for or permitted
under this Agreement must be in writing and delivered either by personal service, by first-class
United States mail, or by an overnight commercial courier service. A notice delivered by
personal service is effective upon service to the recipient. A notice delivered by first-class
United States mail is effective three (3) 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 (1) 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. 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).
16. Venue and Governing Law: The parties agree that, for purposes of venue,
performance under this Agreement is to be in Fresno County, California. The rights and
obligations of the parties and all interpretations and performance of this Agreement shall be
governed in all respects by the laws of the State of California.
17. Disclosure of Self-Dealing Transactions: This provision is only applicable if
ATTORNEY is operating as a corporation (a for-profit or non-profit corporation) or if during the
term of this Agreement, ATTORNEY changes its status to operate as a corporation.
Members of ATTORNEY’s Board of Directors shall disclose any self-dealing
transactions that they are a party to while ATTORNEY is providing goods or performing services
under this Agreement. A self-dealing transaction shall mean a transaction to which the
ATTORNEY 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 (Exhibit A) and
submitting it to COUNTY prior to commencing with the self-dealing transaction or immediately
thereafter.
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18.Entire Agreement: This Agreement constitutes the entire agreement between
COUNTY and ATTORNEY with respect to the specialized legal services to be provided herein
and supersedes any previous agreement concerning the subject matter hereof, negotiations,
proposals, commitments, writings, or understandings of any nature whatsoever unless
expressly included in this Agreement.
If any part of this Agreement is found to violate any law or is found to be otherwise legally
defective, ATTORNEY and COUNTY shall use their best efforts to replace that part of this
Agreement with legal terms and conditions most readily approximating the original intent of the
parties.
19.Counterparts: This Agreement may be executed in one or more counterparts,
each of which when executed shall be deemed to be an original, and such counterparts shall
together constitute one and the same instrument.
20.Electronic Signatures: The parties agree that this Agreement may be executed
by electronic signature as provided in this section. An “electronic signature” means any symbol
or process intended by an individual signing this Agreement to represent their signature,
including but not limited to (1) a digital signature; (2) a faxed version of an original handwritten
signature; or (3) an electronically scanned and transmitted (for example by PDF document) of
a handwritten signature. Each electronic signature affixed or attached to this Agreement (1) is
deemed equivalent to a valid original handwritten signature of the person signing this
Agreement for all purposes, including but not limited to evidentiary proof in any administrative
or judicial proceeding, and (2) has the same force and effect as the valid original handwritten
signature of that person. The provisions of this section satisfy the requirements of Civil Code
section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division
3, Part 2, Title 2.5, beginning with section 1633.1). Each party using a digital signature
represents that it has undertaken and satisfied the requirements of Government Code section
16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other party may rely
upon that representation. This Agreement is not conditioned upon the parties conducting the
FY 20 21-22 BOND COUNSEL SPECIAL PROJECTS
1 transactions under it by electronic means and either party may sign this Agreement with an
2 original handwritten signature.
3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
4 executed as of the day and year firs t above written .
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HAWKINS DELAFIELD & WOOD LLP
By_~ __ C_._~---
Arto C. Becker
Partner
ORG : 2540
FUND : 0001
ACCOUNT: 7295
SUBCLASS : 10000
Sp eci al Projects Agreement FY 202 1-22
15
COUNTY OF FRE
By :4
Steverandau, Chairman of the
Board of Supervisors of the
County of Fresno
ATTEST:
BERNICE E. SEIDEL
Clerk of the Board of Supervisors
County of Fresno, State of California
By dl,Af_., ~
Deputy
FY 2021-22 BOND COUNSEL SPECIAL PROJECTS
A-1
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 2021-22 BOND COUNSEL SPECIAL PROJECTS
A-2
(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:
I I