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HomeMy WebLinkAboutL-084 Kerman Ag Lease - executed.pdf L-084 Kerman Ag Boyd/4010 1 LEASE AGREEMENT 2 THIS LEASE AGREEMENT ("LEASE") is made and entered into this 01-' day of 3 U CD 2022, by and between KENCO INVESTMENTS, INC., a 4 California corporation„ 275 S. Madera, Suite 100, Kerman, CA 93630 ("LESSOR"), and the 5 COUNTY OF FRESNO, a political subdivision of the State of California, 333 W. Pontiac Way, 6 Clovis, CA 93612 ("LESSEE"). LESSOR and LESSEE shall also be referred to herein singularly 7 as a "Party" and collectively as "Parties". 8 1. LEASED PREMISES-LESSOR hereby leases to LESSEE approximately 663.45 9 square feet at the location commonly known as 275 S. Madera Ave., Suite 102, Kerman, CA 10 93630, including common area parking and common area within the office complex (the 11 "Premises"). 12 2. TERM -The primary term of this LEASE shall be for three (3)years, commencing 13 July 1, 2022 and ending on June 30, 2025 ("Primary Term"). In no event shall the entire term of 14 this LEASE extend beyond June 30, 2025. In the case of LESSEE, the County Administrative 15 Officer or the Director of Internal Services, or one of their designees, shall have the power to 16 provide such notice of non-renewal. 17 3. RENT - LESSEE agrees to pay rent to LESSOR for the Premises beginning on 18 July 1, 2022. The rent shall be paid in advance on or about the first of each month according to 19 the following schedule: 20 21 Rent Year Rent Per Month 2022 $ 1,194 22 2023 $ 1,194 2024 $ 1,194 23 24 The total rent paid under this LEASE shall not exceed forty-two thousand, nine hundred 25 eighty-four dollars ($42,984). 26 27 4. UTILITIES— LESSOR shall pay those metered costs associated with LESSEE'S 28 use of natural gas and electricity, water, garbage, and sewer services. LESSEE shall pay all COUNTY OF FRESNO Fresno,California 1 L-084 Kerman Ag Boyd/4010 1 costs associated with its use of telephone services. 2 5. USE - LESSEE shall use the Premises as office space for the County of Fresno. 3 LESSEE agrees to comply with all applicable laws, ordinances and regulations in connection 4 with such use. 5 LESSOR covenants that: (i) to its actual knowledge, the Premises are suitable for the 6 intended use and are in compliance with all applicable state, federal and local laws, ordinances 7 and regulations, including, but not limited to, safety regulations, health and building codes; and 8 (ii) the Premises shall remain in such compliance throughout the term of this LEASE. 9 6. MAINTENANCE AND REPAIRS — LESSOR shall be responsible for all exterior 10 and interior maintenance, including repair of air conditioning, heating units, plumbing systems, 11 electrical systems, interior light fixture ballasts and lamp replacement, fire sprinkler system, 12 roof, painting, flooring, landscape, parking, parking lot lighting, and other common area 13 maintenance at the Premises. LESSOR is also responsible for the structural condition of the 14 building, and agrees that the building will always be maintained in a condition acceptable for 15 the LESSEE'S intended use of the Premises. LESSOR's maintenance responsibilities shall 16 include carpet replacement and exterior and interior painting, as needed, due to normal wear 17 and tear. 18 In the event building systems such as air conditioning and heating units' malfunction, 19 restroom fixtures are not draining properly, or water intrusion, leaks or other events that 20 immediately impact the occupancy of the Premises by LESSEE occur, LESSOR shall respond 21 within twenty-four(24) hours after contact by LESSEE to initiate repairs and replace equipment 22 to restore the systems to full working order. Structural issues, including but not limited to 23 damaged doors, walls, roof, and windows shall be a priority, and shall be addressed within the 24 same day such are reported. LESSOR covenants that the Premises shall be maintained in 25 substantially the same condition as that existing at the commencement of this LEASE. 26 LESSOR shall replace, at the expense of LESSEE, any and all plate and other glass 27 damaged or broken in the windows or doors of the Premises by LESSEE'S employees or clients. 28 LESSEE shall pay for such repairs within forty-five (45) days of receiving an itemized bill from COUNTY OF FRESNO Fresno,California 2 L-084 Kerman Ag Boyd/4010 1 LESSOR. LESSOR shall replace, at the expense of LESSOR, any and all plate and other glass 2 damaged or broken in the windows or doors of the Premises by parties who are not LESSEE's 3 employees or clients, including unknown parties. 4 7. JANITORIAL SERVICES AND COST— LESSOR, at LESSOR's sole cost and 5 expense, shall procure and provide janitorial services and supplies at the Premises ("Janitorial 6 Services"). Such Janitorial Services shall be provided two (2) days per week. 7 LESSOR and LESSEE may agree to select a different janitorial service to correct 8 deterioration in the quality of the janitorial service, or for any other reason mutually agreed 9 upon by the parties. 10 8. COMPLIANCE WITH ALL LAWS —As to the Premises, LESSOR 11 acknowledges public funds are used for payments made by LESSEE under this LEASE and 12 for"public works" projects. Accordingly, LESSOR shall comply with, and shall ensure 13 compliance by all contractors and subcontractors with, all applicable laws and regulations, 14 including the payment of prevailing wages pursuant to Section 1770 et. seq. of the Labor 15 Code. 16 9. BREACH OF OBLIGATION TO MAINTAIN - In the event LESSOR breaches its 17 obligation to maintain the Premises as herein provided, LESSEE shall give written notice to 18 LESSOR within fifteen (15) days of the discovery of such breach. LESSOR shall then have 19 thirty (30) days from the date of notice to cure its breach, provided, however, that if the item of 20 maintenance is of such a nature that it requires more than thirty (30) days to complete, then 21 LESSOR shall have such additional time as is necessary to complete such maintenance as long 22 as LESSOR commences work on such maintenance within said thirty (30) day period and 23 diligently prosecutes such maintenance to completion. Subject to the foregoing, if the period for 24 cure expires and if, in LESSEE'S sole determination, LESSOR has failed to cure, and then 25 LESSEE may, at its election: 26 A. Terminate this LEASE as hereinafter provided. In such case, LESSEE shall 27 have the right to demand LESSOR refund any monies which were paid to 28 LESSOR pursuant to the LEASE but which were not earned by LESSOR by COUNTY OF FRESNO Fresno,California 3 L-084 Kerman Ag Boyd/4010 1 consequence of its breach. Upon receipt of such demand, LESSOR shall 2 promptly refund all such monies; or 3 B. Cure LESSOR'S breach and deduct the cost of such cure, together with 4 reasonable administrative costs, from LESSEE'S future rent obligation. 5 LESSEE'S decision to cure LESSOR'S breach shall not constitute a waiver of 6 any rights or remedies that LESSEE may have arising from this LEASE or by 7 operation of law. 8 If LESSOR's failure to maintain the Premises is of an urgent nature, and impairs 9 LESSEE's ability to conduct its business operations, or occupy the Premises, then LESSOR 10 shall have five (5) business days from notification of the breach to repair the Premises so that 11 LESSEE may resume operations. If LESSOR fails to satisfactorily perform such repairs, then 12 LESSEE may cure the default and deduct the cost from the next month's rent. 13 10. DESTRUCTION OR DAMAGE FROM CASUALTY - If the Premises are 14 damaged or destroyed as a result of fire, earthquake, act of God, or any other identifiable event 15 of a sudden, unexpected, or unusual nature (hereinafter the "Casualty"), then LESSOR shall 16 either promptly and diligently repair the damage at its own cost, or terminate this LEASE as 17 hereinafter provided. 18 A. LESSOR'S Election to Repair: If LESSOR elects to repair the Casualty 19 damage to the Premises, then it shall within thirty (30) days after the date of 20 Casualty provide written notice (hereinafter "Notice of Repair") to LESSEE 21 indicating the anticipated time required to repair. LESSOR shall bear the cost 22 of all repairs to the Premises, including the cost to repair any alterations or 23 fixtures installed or attached thereto by LESSEE. Such repairs shall restore 24 the Premises to substantially the same condition as that existing at the 25 commencement of this LEASE; such repairs shall also be made in compliance 26 with all applicable state and local building codes. LESSOR shall not be liable 27 to LESSEE for compensation for any loss of business, or any inconvenience or 28 annoyance arising from repair of the Premises as a result of the Casualty COUNTY OF FRESNO Fresno,California 4 L-084 Kerman Ag Boyd/4010 1 except for rent reduction as hereinafter provided. LESSEE shall be responsible 2 at its sole cost and expense for the replacement of its personal property. 3 B. LESSOR'S Election to Terminate Due to Casualty: LESSOR may only elect to 4 terminate the LEASE due to Casualty if: the Premises have been destroyed or 5 substantially destroyed by said Casualty; and the estimated time to repair the 6 Premises exceeds ninety (90) days from the date of the Casualty. LESSOR 7 shall provide LESSEE with written notice of its election to terminate within thirty 8 (30) days after the date of Casualty. 9 C. Rent Reduction Due to Casualty: In the event of Casualty, LESSEE'S 10 obligation to pay the rent shall be reduced beginning on the date of the 11 Casualty. Such reduction shall be proportional to the damage caused to the 12 Premises by the Casualty as determined by LESSEE. If LESSOR elects to 13 repair the Premises pursuant to the terms of this LEASE, then the rent reduction 14 shall continue until the date of substantial completion of repair. 15 D. LESSEE'S Election to Terminate Due to Casualty: If LESSEE does not receive 16 a Notice of Repair from LESSOR within thirty (30) days after a Casualty, or if 17 the anticipated period of repair contained in the Notice of Repair exceeds ninety 18 (90) days, then LESSEE may elect to terminate this LEASE as hereinafter 19 provided. In such case, LESSEE shall have the right to demand that LESSOR 20 refund any monies which were paid to LESSOR pursuant to the LEASE but 21 which were not earned by LESSOR by consequence of the Casualty. Upon 22 receipt of such demand, LESSOR shall promptly refund all such monies. 23 11. TERMINATION - If, pursuant to the terms provided hereinabove, either LESSOR 24 or LESSEE has an election to terminate the LEASE and so elects, then notice of such 25 termination shall be made in writing to the non-terminating party. Such notice shall specify a 26 date of termination not less than ninety (90) days from the date of said notice. 27 In the case of LESSEE, the County Administrative Officer or the Director of Internal 28 Services, or one of their designees shall have the power to provide such notice to terminate the COUNTY OF FRESNO Fresno,California 5 L-084 Kerman Ag Boyd/4010 1 LEASE. 2 12. NON-FUNDING TERMINATION - This LEASE is contingent on the allocation of 3 funds by a governmental agency. Should funds not be allocated, this LEASE may be 4 terminated by the Board of Supervisors at any time by giving at least thirty (30) days prior 5 written notice to LESSOR. 6 13. NO ACCELERATION OF FUTURE RENT OR OTHER PAYMENTS/AMOUNTS — 7 Notwithstanding anything to the contrary contained herein this LEASE or any right or remedy 8 of which LESSOR may otherwise avail itself pursuant to applicable law, any right of LESSOR 9 to recover any Rent as provided in this LEASE shall be without acceleration of any future Rent 10 before it is due and payable hereunder. LESSOR hereby expressly waives its right to 11 accelerate rent in the event of a termination of this LEASE, pursuant to California Civil Code 12 section 1951.2. 13 14. HOLD HARMLESS - LESSOR agrees to indemnify, save, hold harmless, and at 14 LESSEE'S request, defend the LESSEE, its officers, agents, and employees from any and all 15 costs and expenses (including attorney's fees and costs), damages, liabilities, claims, and 16 losses occurring or resulting to LESSEE in connection with the performance, or failure to 17 perform, by LESSOR, its officers, agents, or employees under this LEASE, and from any and 18 all costs and expenses (including attorney's fees and costs), damages, liabilities, claims, and 19 losses occurring or resulting to any person, firm, or corporation who may be injured or damaged 20 by the performance, or failure to perform of LESSOR, its officers, agents, or employees under 21 the LEASE. This LEASE is made upon the expressed condition that the LESSEE is to be free 22 of all liability, damages or injury arising from structural failures of the leased Premises including 23 external walls, doors, roof and floor, unless caused by the negligence or willful misconduct of 24 LESSEE, its officers, agents or employees. 25 The parties acknowledge that as between LESSOR and LESSEE, each is responsible 26 for the negligence of its own employees and invitees. 27 15. INSURANCE - 28 A. LESSOR—Without limiting the LESSEE'S right to obtain indemnification COUNTY OF FRESNO Fresno,California 6 L-084 Kerman Ag Boyd/4010 1 from LESSOR or any third parties, LESSOR, at its sole expense, shall maintain in full force 2 and effect, the following insurance policies or a program of self-insurance throughout the term 3 of this LEASE: 4 I. Commercial General Liability - Commercial General Liability 5 Insurance with limits of not less than Two Million Dollars 6 ($2,000,000) per occurrence and an annual aggregate of Four 7 Million ($4,000,000). This policy shall be issued on a per occurrence 8 basis. 9 II. Property Insurance—Against all risk of loss to property, at full 10 replacement cost with no coinsurance penalty provision. 11 III. Worker's Compensation -A policy of Worker's Compensation 12 insurance may be required by the California Labor Code. 13 LESSOR shall obtain endorsements to the Commercial General Liability insurance 14 naming the County of Fresno, its officers, agents, and employees, individually and collectively, 15 as additional insured, but only insofar as the operations under this LEASE are concerned. Such 16 coverage for additional insured shall apply as primary insurance and any other insurance, or 17 self-insurance, maintained by, its officers, agents, and employees shall be excess only and not 18 contributing with insurance provided under LESSOR'S policies herein. This insurance shall not 19 be cancelled or changed without a minimum or thirty (30) days advance written notice given to 20 County. 21 Within (30) days from date LESSOR executes this LEASE, LESSOR shall provide 22 certificates of insurance and endorsement as stated above for all of the foregoing policies, as 23 required herein, to the County of Fresno, Attn: ISD Lease Services (L-084), 333 W. Pontiac 24 Way, Clovis, CA 93612, stating that such insurance coverages have been obtained and are in 25 full force; that the County, its officers, agents and employees will not be responsible for any 26 premiums on the policies; that such Commercial General Liability insurance names the County, 27 its officers, agents, and employees, individually and collectively, as additional insured, but only 28 insofar as the operations under this Lease are concerned; that such coverage for additional COUNTY OF FRESNO Fresno,California 7 L-084 Kerman Ag Boyd/4010 1 insured shall apply as primary insurance an any other insurance, or self- insurance shall not be 2 cancelled or changed without a minimum of thirty (30) days advance, written notice given to 3 County. 4 In the event LESSOR fails to keep in effect at all times insurance coverage as herein 5 provided, the LESSEE may, in addition to other remedies it may have, suspend or terminate this 6 LEASE upon the occurrence of such event. 7 All policies shall be with admitted insurers licensed to do business in the State of 8 California. Insurance purchased shall be purchased from companies possessing a current A.M 9 Best Company rating of A FSC VI I or better. 10 16. SURRENDER OF POSSESSION - Upon the expiration or termination of this 11 LEASE, LESSEE will surrender the Premises to LESSOR in such condition as that existing at 12 the commencement of this LEASE less reasonable wear and tear, less the effects of any 13 Casualty as herein defined, and less the effects of any breach of LESSOR'S covenant to 14 maintain. LESSEE will not be responsible for any damage which LESSEE was not obligated 15 hereunder to repair. 16 17. FIXTURES - LESSOR agrees that any equipment, fixtures or apparatus installed 17 in or on the Premises by LESSEE shall continue to be the property of LESSEE and may be 18 removed by LESSEE at any time. LESSEE shall pay for the repair of any damage caused by 19 the removal of fixtures. Any fixtures not removed when LESSEE surrenders possession shall 20 become the property of LESSOR. 21 18. RIGHT OF ENTRY - LESSOR, or its representative(s), upon twenty-four (24) 22 hours' notice, shall have the right to enter the Premises at any time during business hours, or at 23 such other time as LESSEE deems appropriate, to make any alterations, repairs or 24 improvements to the Premises. The normal business of LESSEE or its invitees shall not be 25 unnecessarily inconvenienced. 26 19. AMENDMENT - This LEASE may be amended in writing by the mutual consent 27 of the parties without in any way affecting the remainder. 28 20. NON-ASSIGNMENT - LESSEE shall not assign or transfer its rights or obligations COUNTY OF FRESNO Fresno,California 8 L-084 Kerman Ag Boyd/4010 1 under this LEASE, or sub-lease said Premises or any portion thereof, without the prior written 2 consent of the LESSOR. 3 21. GOVERNING LAW-Venue for any action arising out of or relating to this LEASE 4 shall be in Fresno County, California. This LEASE shall be governed by the laws of the State 5 of California. 6 22. NOTICES-The persons and their addresses having authority to give and receive 7 notices under this LEASE include the following: 8 LESSEE: LESSOR: 9 County of Fresno (L-084) Kenco Investments, Inc., dba Robert W. Bash, Director of Internal The Boyd Professional Center 10 Services/Chief Information Officer 275 S. Madera Ave., Suite 100 333 W. Pontiac Way Kerman, CA 93630 11 Clovis, CA 93612 12 13 All notices between the LESSEE and the LESSOR provided for or permitted under this 14 LEASE must be in writing and delivered either by personal service, by first-class United States mail, 15 by an overnight commercial courier service, or by telephonic facsimile transmission. A notice 16 delivered by personal service is effective upon service to the recipient. A notice delivered by first- 17 class United States mail is effective three LESSEE business days after deposit in the United States 18 mail, postage prepaid, addressed to the recipient. A notice delivered by an overnight commercial 19 courier service is effective one LESSEE business day after deposit with the overnight commercial 20 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 21 to the recipient is completed (but, if such transmission is completed outside of LESSEE business 22 hours, then such delivery shall be deemed to be effective at the next beginning of a LESSEE 23 business day), provided that the sender maintains a machine record of the completed transmission. 24 For all claims arising out of or related to this LEASE, nothing in this section establishes, waives, or 25 modifies any claims presentation requirements or procedures provided by law, including but not 26 limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning 27 with section 810). 28 23. ESTOPPEL CERTIFICATE — LESSEE shall, at any time upon not less than thirty COUNTY OF FRESNO Fresno,California 9 L-084 Kerman Ag Boyd/4010 1 (30) days prior request by LESSOR, execute, acknowledge and deliver to LESSOR a written 2 estoppel certificate, in a form satisfactory to LESSOR, certifying that this Lease is unmodified and 3 in full force and effect (or, if there have been modifications, that the same is in full force and effect 4 as modified and stating the modifications) and, if applicable, the dates to which the Rent and any 5 other charges have been paid in advance. Any such statement delivered pursuant to this Section 6 23 may be relied upon by third persons, including a prospective purchaser or encumbrancer of the 7 Premises. 8 LESSEE'S failure to execute and deliver an estoppel certificate within thirty (30) days after 9 LESSEE'S receipt of LESSOR'S written request therefore shall be conclusive upon LESSEE that 10 this Lease is in full force and effect, without modification except as may be represented by 11 LESSOR, that there are no uncured defaults in LESSOR'S performance, that not more than one 12 month's rental has been paid in advance, and that all other statements required to be made in the 13 estoppel certificate are conclusively made. 14 24. SUBORDINATION AND ATTORNMENT —At LESSOR'S option, this Lease shall 15 be subordinated to any mortgage or deed of trust which is now or shall hereafter be placed upon 16 the Premises, and LESSEE agrees to execute and deliver any instrument which may be necessary 17 to further effect the subordination of the Lease to any such mortgage or deed of trust; provided, 18 however, that such instrument of subordination shall provide, or the mortgagee or beneficiary of 19 such mortgage or deed of trust otherwise shall agree in writing in recordable form delivered to 20 LESSEE, that the mortgagee or beneficiary, including their successors and assigns, recognize 21 LESSEE's leasehold interest under this LEASE, and that so long as LESSEE is not in default under 22 this Lease, foreclosure of any such mortgage or deed of trust or sale pursuant to exercise of any 23 power of sale thereunder, or deed given in lieu thereof, shall not affect this LEASE, and LESSEE's 24 leasehold interest shall not be disturbed or otherwise adversely affected by reason of such 25 foreclosure or transfer of the Premises, and such foreclosure or sale, or deed given in lieu thereof, 26 shall be made subject to this LEASE, which shall continue in full force and effect, binding on 27 LESSEE, as lessee, and the transferee, as lessor. LESSEE shall attorn to the transferee as if said 28 transferee was LESSOR under this LEASE. COUNTY OF FRESNO Fresno,California 10 L-084 Kerman Ag Boyd/4010 1 25. DISCLOSURE OF SELF DEALING TRANSACTIONS — This provision is only 2 applicable if the LESSOR is operating as a corporation (a for-profit or non-profit corporation) or if 3 during the term of this LEASE, the LESSOR changes its status to operate as a corporation. 4 Members of LESSOR'S Board of Directors shall disclose any self-dealing transactions that 5 they are a party to while LESSOR is providing goods or performing services under this LEASE. A 6 self-dealing transaction shall mean a transaction to which the LESSOR is a party and in which one 7 or more of its directors has a material financial interest. Members of the Board of Directors shall 8 disclose any self-dealing transactions that they are a party to by completing and signing a Self- 9 Dealing Transaction Disclosure Form Exhibit "A", attached hereto and by this reference 10 incorporated herein, and submitting it to the County of Fresno prior to commencing with the self- 11 dealing transaction or immediately thereafter. 12 26. AUTHORITY - Each individual executing this LEASE on behalf of LESSOR 13 represents and warrants that he or she is duly authorized to execute and deliver this LEASE. 14 27. ELECTRONIC SIGNATURES. The parties agree that this LEASE may be executed 15 by electronic signature as provided in this section. An "electronic signature" means any symbol or 16 process intended by an individual signing this LEASE to represent their signature, including but not 17 limited to (1) a digital signature; (2) a faxed version of an original handwritten signature; or (3) an 18 electronically scanned and transmitted (for example by PDF document)of a handwritten signature. 19 Each electronic signature affixed or attached to this LEASE (1) is deemed equivalent to a valid 20 original handwritten signature of the person signing this LEASE for all purposes, including but not 21 limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force 22 and effect as the valid original handwritten signature of that person. The provisions of this section 23 satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic 24 Transaction Act(Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). Each party 25 using a digital signature represents that it has undertaken and satisfied the requirements of 26 Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each 27 other party may rely upon that representation. This LEASE is not conditioned upon the parties 28 conducting the transactions under it by electronic means and either party may sign this LEASE with COUNTY OF FRESNO Fresno,California 11 L-084 Kerman Ag Boyd/4010 1 an original handwritten signature. 2 28. ENTIRE LEASE - This LEASE constitutes the entire LEASE between the 3 LESSOR and LESSEE with respect to the subject matter hereof, and supersedes all prior 4 leases, negotiations, proposals, commitments, writings, advertisements, publications, and 5 understandings of any nature whatsoever unless expressly referenced in this LEASE. 6 This LEASE shall be binding on and inure to the benefit of LESSOR'S heirs successors 7 and assigns. 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 COUNTY OF FRESNO Fresno,California 12 L-084 Kerman Ag Boyd/4010 1 EXECUTED as of the date first herein written. 2 LESSEE: LESSOR: 3 � COON-OF-FR NO / KENCO INVESTMENTS, INC. � B 4 Robert W. Bash, Director of Internal Services/Chief Information Officer 5 By Kenneth R. Boyd, President 6 Date �`% �7�l I�-=�__.— a, 7 8 9 10 APPROVED AS TO LEGAL FORM: DANIELL C. CEDERBORG, COUNTY COUNSEL 11 By 1046� 12 Deputy 13 APPROVED AS TO ACCOUNTING FORM: OSCAR J. GARCIA, C.P.A. 14 AUDITOR-CONTROLLER/TREASURER- TAX COLLECTOR 15 16 17 18 19 20 21 Fund 0001 22 Subclass 10000 Org No. 4010 23 Acct. No. 7340 24 25 26 27 28 COUNTY OF FRESNO Fresno,California 13 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. (S) 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: