HomeMy WebLinkAboutAgreement A-22-013 with Cascade Software Systems Inc..pdf-1-
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A G R E E M E N T
THIS AGREEMENT (“Agreement”) is made and entered into this 4th day of January, 2022, by and
between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to
as "COUNTY", and Valsoft CASD, Inc, dba Cascade Software Systems, an Oregon Corporation, whose
address is 132 E Broadway, Suite 800, Eugene, OR 97401, hereinafter referred to as "CONTRACTOR".
W I T N E S S E T H:
WHEREAS, COUNTY is in need of maintenance and support services and annual upgrades for the
WIN-CAMS Software System (hereinafter “System”); and
WHEREAS, CONTRACTOR is the current provider and is able to provide such upgrades and
maintenance and support services pursuant to the terms and conditions of this Agreement; and
WHEREAS, CONTRACTOR was selected via a Suspension of Competition as the only provider of
such services,
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
contained, the parties hereto agree as follows:
1.TERM
The term of this Agreement shall be for a period of three (3) years, commencing on January 10,
2022 through and including January 10, 2025. This Agreement may be extended for two (2) additional
consecutive twelve (12) month periods upon written approval of both parties no later than thirty (30) days
prior to the first day of the next twelve (12) month extension period. The Public Works and Planning
Director or his or her designee is authorized to execute such written approval on behalf of COUNTY based
on CONTRACTOR’S satisfactory performance.
2.DEFINITIONS
Acceptance Criteria:
The performance and operating specifications of the System must meet at minimum, as set
out or referred to in this agreement
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21-1120 Agreement No. 22-013
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Acceptance Test:
The process of testing a specific function or functions to determine if the operations are as
stated in this Agreement
Change Control Process:
Process used by the COUNTY’s Internal Services Department (ISD) to inform staff of new
or updated production use systems.
County System Hardware:
The central processing units owned or leased by COUNTY which are described in this
Agreement on which COUNTY is licensed to use System Software, any back-up equipment
for such central processing units, and any peripheral hardware such as terminals, printers,
and personal computers as described in this Agreement.
License:
The meaning assigned to the term “License” is as defined in Section 3A of this Agreement
and the rights and obligations it creates under the laws of the United States of America and
the State of California including without limitation, copyright and intellectual property law.
Public Records:
Public Records include any writing containing information relating to the conduct of the
public’s business prepared, owned, used or retained by any state or local agency regardless
of physical form or characteristics.
System:
The System Software and System Documentation, collectively. Reference to the “System”
shall include any component thereof. All modifications and enhancements to the System
shall be deemed to be part of the System as defined herein and shall be subject to all terms
and conditions set forth herein.
System Operation:
The general operation of COUNTY’s hardware and software including, but not limited to,
system restarts, configuration and operation of system peripherals (such as printers,
modems, and terminals), installation of new software releases, and other related activities.
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System Software:
WIN-CAMS, that certain computer software described in this Agreement, and all coding,
disks, modules, and similar materials comprising such software or on which it is stored
System Documentation:
The documentation relating to the System Software, and all manuals, reports, brochures,
sample runs, specifications and other materials comprising such documentation provided by
CONTRACTOR in connection with the System Software pursuant to this Agreement.
User:
The term “User”, “Customer”, “COUNTY” and “Licensee” are considered to be equivalent
throughout this Agreement.
3. LICENSE TERMS AND CONDITIONS
A. SOFTWARE LICENSE
i. GRANT OF LICENSE
CONTRACTOR grants to COUNTY and COUNTY accepts a non-exclusive, non-
transferable, perpetual license to use WIN-CAMS Software System that is subject
to the terms and conditions set forth in this Agreement.
ii. SCOPE OF LICENSE
The license granted herein shall consist solely of the non-exclusive, non-
transferable right of COUNTY to operate the System Software in support of
COUNTY’s Public Works and Planning Department.
iii. OWNERSHIP
a. The parties acknowledge and agree that, as between CONTRACTOR and
COUNTY, title and full ownership of all rights in and to the System Software,
System Documentation, and all other materials provided to COUNTY by
CONTRACTOR under the terms of this Agreement shall remain with
CONTRACTOR.
b. The parties acknowledge and agree that, as between CONTRACTOR and
COUNTY, full ownership of all rights in and to all COUNTY data, whether in
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magnetic or paper form, including without limitation printed output from the
System, are exclusive property of COUNTY.
iv. POSESSION, USE AND UPDATE OF SOFTWARE
a. COUNTY agrees that only COUNTY will use the System Software for its own
internal purposes. CONTRACTOR may, at reasonable times, inspect
COUNTY’s premises and equipment to verify that all of the terms and
conditions of this license are being observed.
b. CONTRACTOR may create, from time to time, updated versions of the
System Software and System Documentation and CONTRACTOR shall make
such System Updates available to COUNTY. All System Updates shall be
licensed under the terms of this Agreement. COUNTY agrees to follow the
prescribed instructions for updating Systems Software and System
Documentation provided to COUNTY by CONTRACTOR. COUNTY must
authorize all System Updates in writing.
v. TRANSFER OF SOFTWARE
a. County shall not rent, lease, license, distribute, sell, transfer, or assign this
license, the System Software, or the System Documentation, or any of the
information contained therein other than COUNTY data, to any other person or
entity, whether on a permanent or temporary basis, and any attempt to do so
will constitute a breach of this Agreement
b. No right or license is granted under this Agreement for the use or other
utilization of the licensed programs, directly or indirectly, for the benefit of any
other person or entity, except as provided in this Agreement.
vi. POSSESSION AND USE OF SOURCE CODE
Source code and other material resulting from custom programming by
CONTRACTOR released to COUNTY under this license shall be deemed
CONTRACTOR software subject to all of the terms and conditions of the software
license set forth in this Agreement. The scope of COUNTY’s permitted use of the
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custom source code under this license shall be limited to maintenance and
support of the System Software. For purposes of this Section, the term
“maintenance and support” means correction of System Software errors and
preparation of System Software modifications and enhancements. If COUNTY
creates new computer code in the process of enhancing the System Software,
that specific new code shall be owned by COUNTY and maybe used by
COUNTY’s employees, officers, or agents for COUNTY’s own internal business
operations. However, if COUNTY’s enhancements results in the creation of a
derivative work from the System Software, the copyright to such derivative work
shall be owned by CONTRACTOR and COUNTY’s rights to use such derivative
work shall be limited to those granted with respect to the System Software in this
Agreement.
4. OBLIGATIONS OF THE CONTRACTOR
A. SERVICES TO BE PROVIDED BY CONTRACTOR TO COUNTY
i. CONTRACTOR shall provide maintenance and support and annual upgrades for
the System as set forth in this Agreement.
ii. CONTRACTOR shall provide enhancements to the System as requested by
COUNTY and agreed to in writing by both parties in accordance with Section 5 of
this Agreement
B. CONTRACTOR RESPONSE COMMITMENT
i. Unlimited technical assistance by phone and/or electronic mail will be made
available by CONTRACTOR Monday through Friday, 8AM to 5PM, Pacific Time
except COUNTY and CONTRACTOR holidays. Phone calls will be answered as
received, and to the best of CONTRACTOR’S ability, messages will be answered
within twenty (24) hours.
ii. User problems which cause delay or stoppage of the System as determined by
COUNTY and are attributable to software deficiency shall be given “emergency”
priority by CONTRACTOR and shall be pursued continuously until the problem is
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resolved by CONTRACTOR which shall not exceed two (2) working days from the
first contact.
iii. User problems, which do not cause a delay or stoppage of the System as
determined by COUNTY and cannot be resolved through immediate telephone
interaction, will be evaluated by CONTRACTOR. An estimate of time needed to
solve the problem will be provided in writing to County no later than ten (10) days
after the first contact.
iv. In the event of any decrease in System functionality or accuracy related to time
and/or date data related codes and/or internal subroutines that impede the
System from operating correctly, CONTRACTOR shall restore or repair the
System to the same level of functionality as warranted therein, so as to minimize
interruption to COUNTY’s ongoing business process, time being of the essence.
In the event that such warranty compliance requires the acquisition of additional
programs, the expense for any such associated or additional requisitions, which
may require, including, without limitation, data conversion tools, shall be borne
exclusively by CONTRACTOR. Nothing in this warranty shall be construed to
limit any rights or remedies the COUNTY may otherwise have under this
Agreement with respect to defects.
C. SYSTEM UPGRADES AND NEW PRODUCTS
i. SYSTEM UPDATES
From time to time CONTRACTOR will develop and provide System Updates to
COUNTY. System Updates will be subject to the terms and conditions of this
Agreement and shall be deemed licensed System Software hereunder and will be
made available to COUNTY at no additional charge to COUNTY. System
Updates will be made available to COUNTY at the discretion of CONTRACTOR
but will not be unreasonably withheld.
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ii. NEW PRODUCTS
CONTRACTOR may from time to time release new software with capabilities
substantially different from or greater than the System Software (“New Products”)
and which therefore do not constitute System Updates. These New Products will
be made available to COUNTY at a cost not to exceed CONTRACTOR’s then
standard rates for customers similarly situated.
D. OPERATING SYSTEM UPDATES
The application must run on an operating system (“O/S”) that is consistently and
currently supported by the operating system vendor. Applications under
maintenance are expected to always be current in regards to the O/S. Outdated
or unsupported O/S will not be implemented on the production network.
With approval from CONTRACTOR, COUNTY will apply patches to both the
operating system, and security subsystems as releases are available from
operating system vendors. The application is expected to perform in this
environment. CONTRACTOR is expected to keep its software current in order to
operate in this environment. These patches include critical O/S updates and
security patches. Should the patches cause an issue with the application, the
CONTRACTOR is expected to immediately work on the issue and provide
application fixes to ensure it will operate successfully in the patched environment.
E. ANTI VIRUS MANAGEMENT
COUNTY will actively run anti-virus management, where appropriate, on all
application servers and PCs. The application is expected to perform adequately
while anti-virus management is active.
F. ADHERE TO CHANGE CONTROL PROCESS
CONTRACTOR must adhere to COUNTY’s Change Control Process, as
hereinafter described. COUNTY’s ISD employs a procedure to implement
updates, upgrades and version releases to a system that is in production use.
This forum allows ISD to inform staff (Help Desk, Network, Server, Database,
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Security, and Analysts) of upcoming changes to a production system.
CONTRACTOR must inform ISD a minimum of one (1) week prior to any planned,
non-emergency changes so that the Change Control Process may be followed.
5. OBLIGATIONS OF THE COUNTY
A. COMPENSATION/INVOICING:
COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive
compensation as follows:
B. BASE ANNUAL MAINTENANCE AND SUPPORT/YEARLY UPGRADE
(“ANNUAL FEE”): $57,231.20
1. System Software and Maintenance Releases-Annual Fees are not taxable
due to System Software and Maintenance Releases transmitted by remote
telecommunications from CONTRACTOR to COUNTY.
2. Fee Changes – CONTRACTOR may increase the Annual Fee for each
one year period of this Agreement, provided that COUNTY is given sixty (60) days’
advance written notice of such an increase. CONTRACTOR shall not increase
such fee more than once in any one year period. Further, each increase will not
exceed the previous fee by the cumulative percentage increase in the Consumer
Price Index, All Urban Consumers for the U.S., during the previous year.
C. ENHANCEMENTS – Enhancements to the system may include: modifications to the
System to meet future reporting needs, updates to the interface with the County’s Financial System when
upgrades to the system are implemented, and modifications necessary to improve efficiencies. When a
need for an enhancement is identified, the COUNTY will ask the CONTRACTOR for a quote on the
requested change. Before the CONTRCTOR can proceed with the modification process, the proposed
change to the System and the compensation amount must be approved in writing by the Director of
Public Works and Planning or his/her designee. Any enhancement will be at the request of the County.
In no event shall total fees for Enhancements exceed $25,000 per year.
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D. INVOICING/PAYMENT – CONTRACTOR shall invoice the COUNTY annually for
upgrades and maintenance and support fees. Invoices shall be submitted to Fresno County, Public Works
and Planning, 2220 Tulare Street, 6th Floor, Fresno, California, 93721. COUNTY shall make payment
within sixty (60) days of receipt of the invoice.
In no event shall compensation paid for services performed under this Agreement be in
excess of Four Hundred Twenty Two Thousand Eight Hundred Thirty Three and 47/100 dollars
($422,833.47) during the term of this Agreement. It is understood that all expenses incidental to
CONTRACTOR'S performance of services under this Agreement shall be borne by CONTRACTOR.
E. COUNTY CONTRACT ADMINSTRATOR
COUNTY designates the Director of Public Works and Planning, or his/her designee, as COUNTY’s
Contract Administrator for this Agreement. All routine correspondence and telecommunications related
to Contract performance and related issues should be addressed as follows:
PWPBusinessOffice@fresnocountyca.gov.
F. SAFEGUARDING SYSTEM SOFTWARE
COUNTY agrees to follow the established Information Technology (IT) Standards and Preferences to
safeguard System Software delivered to COUNTY by CONTRACTOR. A copy of the “Information
Technology (IT) Standards and Preferences” will be made available upon request.
6. 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;
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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.
7. 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,
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CONTRACTOR may be providing services to others unrelated to the COUNTY or to this Agreement.
8. 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.
9. 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.
10. 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 10 shall survive termination of this Agreement.
11. 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
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used in connection with this Agreement.
C. 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
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
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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.
12. 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 California State Auditor for a period of three (3) years after final payment
under contract (Government Code Section 8546.7).
13. NOTICES: The persons and their addresses having authority to give and receive notices
under this Agreement include the following:
COUNTY CONTRACTOR
COUNTY OF FRESNO Valsoft CASD, Inc., Dept of Public Works & Planning Dba Cascade Software Systems 2220 Tulare Street, 6th Floor 132 E Broadway, Suite 800 Fresno, CA 93721 Eugene, OR 97401
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
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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).
14. 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.
15. DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit
or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes its status
to operate as a corporation.
Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing transactions
that they are a party to while CONTRACTOR is providing goods or performing services under this
agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party
and in which one or more of its directors has a material financial interest. Members of the Board of
Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a
Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit A and incorporated herein by
reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
immediately thereafter.
16. 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
intended by an individual signing this Agreement to represent their signature, including but not limited to (1)
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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.
17. 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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1 IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year
2 first hereinabove written.
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CONTRACTOR
(Authorized Signature)
Stephane Manos , President
(Authorized Signature)
David Felicissimo , Secretary
FOR ACCOUNTING USE ONLY:
Fund :0010
Subclass: 11000
ORG: 45104511
Account: 7295
COUNTY OF FRESNO
Brian Pacheco , Chairman of the Board of
Supervisors of the County of Fresno
ATTEST:
Bern ice E . Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
By d.,.;, (',-e;
Deputy
-16-
Exhibit A
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”),
members of a contractor’s board of directors (hereinafter referred to as “County Contractor”), must
disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self-dealing transaction is defined below:
“A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest”
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member’s name, job title (if applicable), and date this disclosure is being made.
(2) Enter the board member’s company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction; and
b. The nature of the material financial interest in the Corporation’s transaction that the
board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
Exhibit A
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
(5) Authorized Signature
Signature: Date:
December 14, 2021
David Felicissimo December 14, 2021
General Counsel
7405 TransCanada Suite 100Montreal QuebecCanada