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AGREEMENT
THIS AGREEMENT (“Agreement”) is dated February ____, 2020 (“Effective Date”), and is
between the County of Fresno, a political subdivision of the State of California ("COUNTY''), and Pacific
Publishing Group, Inc., dba The Business Journal, a California corporation located at 1315 Van Ness
Avenue, Suite 200, Fresno California, 93721 ("CONTRACTOR").
RECITALS
WHEREAS, COUNTY has previously purchased printing services from CONTRACTOR to service
various COUNTY departments, including the most recent County Agreement No. 15-045, approved on
February 10, 2015, which expired on December 31, 2019; and
WHEREAS, COUNTY and its various Departments continue to need to publish legal notices; and
WHEREAS CONTRACTOR represents that it is a newspaper of general circulation that it is able to
publish notices as requested.
NOW, THEREFORE, the parties therefore agree as follows:
WITNESSETH
I.SERVICES PROVIDED BY THE CONTRACTOR
CONTRACTOR shall publish legal notices submitted as requested by the COUNTY and
its various Departments, according to the CONTRACTOR'S ordinary publishing schedule, at the
prices specified in this Agreement. There is no minimum order quantity.
II.TERM
This Agreement is effective from the Effective Date through February 3, 2023. The term
of this Agreement may be renewed for no more than two one-year extensions at the sole
discretion of the COUNTY, upon a determination of satisfactory performance by the Chief
Information Officer (CIO) or his designee.
To exercise each one-year extension, the CIO will notify the CONTRACTOR of the
extension by written letter at least 45 days before the termination date. The CIO is expressly
authorized to execute and issue each extension letter.
TERMINATION
A.NON-ALLOCATION OF FUNDS
4th
Agreement No. 20-058
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The terms of this Agreement, and the services to be provided thereunder, 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 without penalty by giving 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 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 judgement 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, COUNTY may terminate
this Agreement in full or in part by giving thirty (30) days advance written notice of an
intention to terminate to CONTRACTOR.
III.COMPENSATION/INVOICING
COUNTY agrees to pay CONTRACTOR, and CONTRACTOR agrees to receive
compensation as follows: $28.00 per column inch for services provided in calendar years 2020,
and 2021, $29.00 per column inch for services provided in calendar years 2022; and, if
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extensions are granted as provided in section II of this Agreement, $29.00 per column inch for
services that are provided in 2023, and $30.00 per column inch for services that are provided in
2024. CONTRACTOR shall submit invoices to the COUNTY department receiving the service,
at the address provided by the department. The invoice terms shall be net 45 days.
In no event shall compensation paid by COUNTY to CONTRACTOR for services
performed under this Agreement exceed one hundred and fifty thousand dollars ($150,000)
during each year of the initial three-year term of this Agreement, and two hundred thousand
dollars ($200,000) during each of the optional one-year extensions, if extensions are granted. In
no event shall the total compensation paid to CONTRACTOR for services performed under the
total possible 5-year term of this Agreement exceed eight hundred and fifty thousand dollars
($850,000). It is understood that all expenses incidental to CONTRACTOR'S performance of
services under this Agreement shall be borne by CONTRACTOR.
IV.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.
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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.
V.MODIFICATION
Any matters of this Agreement may be modified from time to time by the mutual
written consent of all the parties without, in any way, affecting the remainder.
VI.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.
VII.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.
The provisions of this Section VIII shall survive the termination of this Agreement.
VIII.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
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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, Professional Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate.
D.Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California Labor
Code.
Additional Requirements Relating to Insurance
CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming
the County of Fresno, its officers, agents, and employees, individually and collectively, as additional
insured, but only insofar as the operations under this Agreement are concerned. Such coverage for
additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained
by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance
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
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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, (Name and Address of the official who will
administer this contract), stating that such insurance coverage have been obtained and are in full force;
that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on
the policies; that for such worker’s compensation insurance the CONTRACTOR has waived its right to
recover from the COUNTY, its officers, agents, and employees any amounts paid under the insurance
policy and that waiver does not invalidate the insurance policy; that such Commercial General Liability
insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as
additional insured, but only insofar as the operations under this Agreement are concerned; that such
coverage for additional insured shall apply as primary insurance and any other insurance, or
self-insurance, maintained by COUNTY, its officers, agents and employees, shall be excess only and not
contributing with insurance provided under CONTRACTOR's policies herein; and that this insurance shall
not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to
COUNTY.
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein
provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
Agreement upon the occurrence of such event.
All policies shall be issued by admitted insurers licensed to do business in the State of California,
and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A
FSC VII or better.
IX.AUDITS AND INSPECTIONS
CONTRACTOR shall, at any time during CONTRACTOR'S normal business
hours, and upon prior written notice, as often as the COUNTY may deem necessary,
make available to the COUNTY for examination all of its records and data with respect to
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the matters covered by this Agreement. 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.
Any such examinations or audits shall be at the COUNTY'S expense, and at
Contractor’s facility.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR
shall be subject to the examination and audit of the California State Auditor for a period
of three (3) years after final payment under contract (Government Code Section 8546.7)
at Contractor’s facility.
X.NOTICES:
The persons and their addresses having authority to give and receive notices
under this Agreement include the following:
COUNTY OF FRESNO
Director of Internal Services/CIO
333 W Pontiac Way
Clovis, CA 93612
CONTRACTOR
Pacific Publishing Group, Inc., dba
The Business Journal
1315 Van Ness Ave. Suite 200
Fresno, CA 93721
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, 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
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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).
XI.VENUE AND GOVERNING LAW
Venue for any action arising out of or related to this Agreement shall only be in
Fresno County, California. The rights and obligations of the parties and all interpretation
and performance of this Agreement shall be governed in all respects by the laws of the
State of California.
XII.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 this 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 (Exhibit A) and submitting it to the COUNTY
prior to commencing with the self-dealing transaction or immediately thereafter.
XIII.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 understandings of any nature whatsoever unless expressly included in
this Agreement.
1 IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and
2 year first herein above written.
3 CONTRACTOR
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(Authorized Signatur ,
6 QGJ 1 , -e.. M Q, .---h · y")
7 L .e_q o.J Ac\ Coon:\ 1~fT1TLE
'Th ·'-.Business Journal
8 Print Name & Title
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1315 Van Ness Avenue, Suite 200
Fresno California, 93721-1729
Mailing Address
Org . No .: Various
16 Account No.: 7325
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By :
COUNTY OF FRESNO
L ~l.l. t ~~
Ernest Buddy ~s ,
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
~c
Deputy ~
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Exhibit A
10
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 t o 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).
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Exhibit A
11
(1) Company Board Member Information:
Date:
(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: