HomeMy WebLinkAboutP-21-187 Yorke Contract signed.pdf1
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A G R E E M E N T
THIS AGREEMENT is made and entered into this 1st day of June, 2021, by and between the
COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as
"COUNTY", and Yorke Engineering LLC (“YORKE”) , a company organized and existing under the laws of
the state of California, whose address is 31726 Rancho Viejo Road, Suite 218, San Juan Capistrano, CA
92675, hereinafter referred to as "CONTRACTOR".
W I T N E S S E T H:
WHEREAS, The COUNTY has identified the need to review existing written Injury and Illness
Prevention Programs (IIPP) to satisfy the requirements in California Code of Regulations (CCR), Tile 8,
Section 3203 to provide a periodic review of programs to ensure current regulatory guidelines, activities,
and responsibilities are reflected in the plans; and
WHEREAS, CONTRACTOR has provided Cal/OSHA program review, training, and compliance
support to various government entities and has the expertise and qualifications in industrial hygiene and
safety to provide IIPP review, on-site training on safety inspection procedures, written program analysis
support, and as-needed safety and industrial; hygiene support; and
WHEREAS, CONTRACTOR has the equipment and personnel skilled to provide safety consultancy
services and provide a comprehensive Injury and Illness Prevention program to the COUNTY.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
contained, the parties hereto agree as follows:
A. OBLIGATIONS OF THE CONTRACTOR
A. CONTRACTOR agrees to provide the COUNTY with the services as set forth in
Schedule “A”, which is attached hereto and made part of this agreement (the “Services”).
B. CONTRACTOR agrees and undertakes to perform the services in a timely fashion
with the skill, competence, and diligence commensurate with the standards of the industrial hygiene,
health, and safety compliance industry.
P-21-187
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B. TERM
The term of this Agreement shall be for a period of one year, commencing on June 1, 2021 through
and including May 31, 2022.
C. 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.
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.
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any breach
of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither shall such
payment impair or prejudice any remedy available to the COUNTY with respect to the breach or default.
The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the COUNTY of any
funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of the COUNTY were
not expended in accordance with the terms of this Agreement. The CONTRACTOR shall promptly refund
any such funds upon demand.
C. Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written notice of an
intention to terminate to CONTRACTOR.
D. COMPENSATION/INVOICING: COUNTY agrees to pay CONTRACTOR and
CONTRACTOR agrees to receive compensation for services provided in accordance with Schedule “B”
which is attached hereto and made part of this agreement. CONTRACTOR shall submit monthly invoices
in triplicate to the County of Fresno Department of Human Resources- ATTN: Risk Management. Invoices
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shall include a progress report on completed work, total hours/costs for the month, and contract balance.
E. COST
In no event shall services performed under this Agreement be in excess of One Hundred Ninety-
Five Thousand and NO/100 dollars ($195,000.00) during the term of this Agreement (June 1, 2021 through
May 31, 2022). It is understood that all expenses incidental to CONTRACTOR'S performance of services
under this Agreement shall be borne by CONTRACTOR.
F. 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, 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 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 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. 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.
G. 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.
H. 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.
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I. HOLD HARMLESS: 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, or employees 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, or employees under this Agreement.
J. 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 Two Million Dollars
($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). 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, CONTRACTOR will provide COUNTY with evidence of 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. CONTRACTOR agrees that it shall maintain, at its sole expense, in
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full force and effect for a period of three (3) years following the termination of this Agreement, one or
more policies of professional liability insurance with limits of coverage as specified herein.
D. Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California Labor Code.
Contractor shall provide evidence of statutory Workers’ Compensation coverage and Employer’s
Liability with limits of $1,000,000.
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
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, (Steve Johnson, Risk Manager, 2220 Tulare
Street, 16th Floor, Fresno, CA 93721), 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 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,
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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.
K. 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.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to
the examination and audit of the Auditor General for a period of three (3) years after final payment under
contract (Government Code Section 8546.7).
L. NOTICES: The persons and their addresses having authority to give and receive notices
under this Agreement include the following:
COUNTY CONTRACTOR
COUNTY OF FRESNO Yorke Engineering LLC
ATTN: Brian Yorke
2220 Tulare St, 16t Floor 31726 Rancho Viejo Road
ATTN Risk Management Suite 218
Fresno, CA 93721 San Juan Capistrano, CA 92675
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
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,
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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).
M. 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.
N. 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 Schedule C and incorporated herein by
reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
immediately thereafter.
O. ELECTRONIC SIGNATURE: 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
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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 transactions under it by electronic means and either party may sign this
Agreement with an original handwritten signature.
P. ENTIRE AGREEMENT: 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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SCHEDULE A
PROGRAM REVIEW SERVICES
Yorke will provide specified program assistance as identified below. The effort that will be dedicated to
the project is anticipated to be 16 to 20 hours per week, with a minimum of 8 hours on-site per week.
SAFETY CONSULTANT CONTRACT
SCOPE OF WORK
Purpose
The purpose of the project is to achieve and maintain compliance with California-specific health and safety
regulations and site procedures in order to keep employees safe and healthy while performing work on
behalf of the County of Fresno.
Responsibilities of the Consultant:
1. Furnish all necessary labor, material, hardware, software, tools and equipment to complete the work as
described in this document. Consultant will conduct all work using applicable codes and standards
providing the service to the level of professional care.
2. Perform a Safety Risk Assessment.
3. Perform high-priority and high-risk Job Hazard Analyses for specific positions as coordinated with Risk
Management to identify appropriate policies and procedures for each department.
4. Provide or facilitate on-site environmental health and safety testing and evaluations related to the IIPP,
recommendations for corrective actions, comprehensive health and safety program review, training
content, and provide support for mandatory health and safety training required in the State of California.
5. Develop, review, and/or update written safety programs, policies, procedures, training, recordkeeping
practices.
6. Recommendations for a Facility Inspection Program, including a safety inspection checklist with
performance standards/criteria and an inspection timeline as well as recordkeeping processes and
forms.
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7. At the request of the Risk Manager or his designee:
a. Attend or participate in safety meetings or others, such as the Executive Risk Management
Committee meeting.
b. Help manage any industrial hazard using the necessary and applicable control methods.
Deliverables:
As part of the County’s overarching 2020 Risk Management Implementation Plan, the following milestones
are expected.
Milestones:
Timeframe: Months 1-4
1. Develop an overarching County Injury, Illness, Prevention Plan (IIPP) to provide direction to
departments and to identify and centralize the Safety Program leadership responsibilities within Risk
Management.
2. Review and assess the existing Safety program, which includes but is not limited to, form templates,
IIPPs, supplemental safety programs, training, recordkeeping practices, safety committee activities,
near-miss and accident reporting practices.
3. Perform a Safety Risk Assessment to include at a minimum:
x Conduct a loss assessment review of workers’ compensation, auto property damage,
general and auto liability data to identify high severity and/or high frequency injuries, or
deaths involving or caused by employees or those working in an employment capacity (e.g.,
inmate work assignments). This leads to a customized, focused safety plan that addresses
loss drivers and a benchmarking tool that serves as a baseline for measuring
improvements.
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x Interview representatives from the following departments in order to conduct high-priority
and high-risk job hazard analyses, which leads to the appropriate safety procedures and
training, and target safety and health interventions.
i. Public Works & Planning
ii. Sheriff’s Office (Custody and Deputy operations)
iii. Internal Services
iv. Probation (Adult Services and Juvenile Justice operations)
x After interviews are completed:
v. Develop written identified safety procedures based on prioritized risks to include at a
minimum: The Aerosol Transmissible Disease Standard, Respiratory Protection
Program, Bloodborne Pathogen (including MRSA) Exposure Control Plan, and a
Hearing Conservation Plan.
vi. Develop a listing of required safety courses based upon findings, along with
schedules for the year. Provide training when requested or provide training options,
which can be a combination of on-line and classroom settings.
vii. Develop streamlined processes for reporting incidents and near-misses, including
software (such as mobile apps) for reporting.
viii. Provide a summary of financial and reputational risk for interviewed departments
which covers potential citation liability based on CONTRACTOR experience in CAL
OSHA audit and citation defense for use in COUNTY risk planning.
Timeframe: Months 4-7
1. Assist departments with the implementation of effective safety committee meetings. This may
require site-visits, which will be determined by Risk Management.
2. Evaluate new employee safety orientation process and make recommendations.
3. Continue high-priority and high-risk Job Hazard Analysis and Risk Assessment interviews with:
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a. Behavioral Health
b. District Attorney’s Office
c. Public Defender’s Office
d. Public Health
e. Social Services
4. After interviews are completed:
a. Develop written identified safety procedures based on prioritized risks.
b. Develop a listing of required safety courses based upon findings, along with schedules for
the year. Provide training when requested or training options, which can be a combination of
on-line and classroom settings.
c. Provide a summary of financial and reputational risk for interviewed departments which
covers potential citation liability based on CONTRACTOR experience in CAL OSHA audit
and citation defense for use in COUNTY risk planning.
Timeframe: Months 7-10
1. Continue interviews with remaining departments identified by Risk Management to develop high-
priority and high-risk job hazard analyses on specific work process, and identify needs and
appropriate policies, procedures and training to mitigate risk of injuries.
a. Ag Commissioner
b. Assessor
c. Elections
d. Public Administrator
e. All remaining Administrative departments
i. Auditor-Controller/Treasurer-Tax Collector
ii. Child Support Services
iii. County Administrator’s Office
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iv. County Counsel’s Office
v. Human Resources
vi. Recorder
2. After interviews are completed:
a. Develop written identified safety procedures based on prioritized risks.
b. Develop a listing of required safety courses based upon findings along with schedules for
the year. Provide training when requested or training options, which can be a combination
of on-line and classroom settings.
c. Provide a summary of financial and reputational risk for interviewed departments which
covers potential citation liability based on CONTRACTOR experience in CAL OSHA audit
and citation defense for use in COUNTY risk planning.
Timeframe: Months 10-12
1. Assist County with Emergency Action Plan and Business Continuity Planning.
2. Review existing County COVID-19 Response Plan and prepare an infectious disease emergency
response (IDER) plan to cover similar events for the future.
Ongoing Administrative Advice during contract term may include assistance with:
1. OSHA auditing and inspection management.
2. Recordkeeping requirements compliance.
3. Records management.
Responsibilities of the County of Fresno
Risk Management staff will in a timely manner:
1. Assist Consultant in the process of conducting a safety risk assessment by providing information
and access to records.
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2. Provide Consultant with a full inventory and copies of any existing department specific IIPPs along
with any supplemental policies and procedures. (Examples of supplemental prevention, policies,
and procedures are Bloodborne Pathogen Exposure Control Plans, Aerosol Transmissible Disease
Prevention, Hearing Conservation, Ergonomics (administrative and/or trades), Fall Prevention.)
3. Provide Consultant with a full listing of current trainings and those scheduled in the future for each
department and any training records.
4. Provide Consultant with access to Safety Committee records.
5. Provide Consultant with Workers’ Compensation, General Liability and Property Damage loss data,
and access to in-house staff and third-party administrators.
6. Provide job descriptions with essential functions, as needed, for each department.
7. Assist in scheduling appointments with departments and divisions to allow for job hazard analyses.
8. Assist Consultant in an administrative capacity to identify days, times and locations to hold training,
interviews, site visits, and send notices to staff and managers alerting them to upcoming events or
trainings.
9. Assist in navigating the complexities of County operations, including, for example, various shift-
work, locations, and scheduling conflicts.
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SCHEDULE B
PAYMENT
Services will be performed on a time and materials basis, at the labor rates set forth in Table 2, and at
the other direct costs, set forth below, not to exceed $195,000. Thus, only the effort required will be
billed on a monthly invoicing cycle. These estimated hours may be shifted between tasks as needed to
accommodate changing project priorities as urgent needs arise. If additional or unusual circumstances
arise (for example, additional on-site meetings, or extensive negotiations with the regulatory agencies)
and additional effort is needed, authorization will be obtained prior to any additional effort.
Table 1: Estimated Project Hours and Cost Estimate
Task Description Hours Cost Estimate
1 Project Communication and Meetings 68 $14,600.00
2 Review of Legally Required Documents 93 $17,440.00
3 Specific Program Support for Departments 128 $23,940.00
4 Program Gap Identification 105 $19,600.00
5 On-Site Training on Safety Inspection Procedures 134 $26,840.00
6 As-Needed Safety and Industrial Hygiene Support 490 $92,580.00
Total Estimate 1,018 $195,000.00
Table 2: 2021 Labor Rates*
Labor Category Labor Rate ($/Hour)
Principal Engineer/Scientist II $225
Principal $212
Senior Engineer $199
Senior Scientist $187
Engineer $169
Scientist $152
Staff $115
Administrative/Project Support $83
ODCs**
*Labor rates adjust by 3.5% rounded to the nearest dollar on January 1st of each year. Overtime,
if required, will be billed at 1.3 times the listed rate.
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**Other direct costs, such as shipping and copies, will be billed at cost, and mileage will be billed at
the standard IRS rate, except subcontracted services, if required, will be marked up 10%.
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SCHEDULE C
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 that 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 a 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).
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(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: