HomeMy WebLinkAboutAgreement A-22-508 with City of Fresno Facility.pdf Agreement No. 22-508
1 RETROACTIVE LICENSE AGREEMENT
2 This RETROACTIVE LICENSE AGREEMENT ("Agreement") is made and entered into this
3 8t" day of November , 2022, by and between the COUNTY OF FRESNO, a political
4 subdivision of the State of California, 333 W. Pontiac Way, Clovis, CA 93612, ("COUNTY"), and the
5 CITY OF FRESNO, a California municipal corporation, on behalf of its police department, whose
6 address is 2323 Mariposa Street, Room 2075, Fresno, CA 93721 ("CITY"). COUNTY and CITY may,
7 hereinafter, be referred to collectively as "Parties" or individually as "Party".
8 WITNESSETH:
9 WHEREAS, COUNTY owns the building located at 1925 E. Dakota Ave., Fresno, CA 93726
10 ("Building");
11 WHEREAS, the Board of Supervisors approved Facility Use Agreement No. 18-075 with CITY
12 on March 6, 2018, until July 1, 2020, with two additional one-year extensions (the Agreement could not
13 be extended beyond June 30, 2022), with no request for compensation. The CITY operated the Fresno
14 Police Department's Crisis Intervention Team (FPD CIT) at the Building and occupied three hundred
15 (300) square feet;
16 WHEREAS, the metropolitan Fresno Crisis Intervention Team (Metro CIT) program consists of
17 specially trained law enforcement officers and behavioral health clinicians, who co-locate and co-
18 respond to behavioral health crisis calls for service dispatched by 9-1-1 operators. Services include
19 crisis intervention, post-crisis follow up, community and law enforcement training, education, and
20 outreach; and
21 WHEREAS, the COUNTY has determined that CITY's services will not conflict or interfere with
22 the use of the Building and desires to enter into Agreement with CITY to allow for the ongoing
23 operation of the Metro CIT program in the Building.
24 NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions
25 hereinafter contained, the sufficiency and receipt of which are hereby acknowledged by the parties,
26 such parties, and each of them, do agree as follows:
27 1. PREMISES —The premises for the Agreement are approximately one thousand, two
28 hundred (1,200) square feet of office space in the Building in the locations as shown in Exhibit A,
— 1 — COUNTY OF FRESNO
Fresno,CA
1 which is attached and incorporated by this reference ("Premises").
2 2. LICENSE — Subject to the terms and conditions set forth in this Agreement by the
3 COUNTY for the CITY, to use the Premises as provided herein, this Agreement is not a lease and
4 does not confer upon CITY, a possessory interest in the Premises, or any portion thereof.
5 CITY acknowledges and agrees that the license granted herein constitutes a limited, revocable,
6 non-possessory, and non-assignable privilege to use the Premises solely for those permitted activities
7 expressly identified in this Agreement. CITY further acknowledges and agrees that the Agreement is
8 subject to all of the following:
9 A. The consideration by CITY, as identified in this Agreement, which includes the absence
10 of monetary consideration, is consistent with the value of rights comprising this
11 Agreement and that this consideration is not consistent with higher market value for a
12 greater right, privilege or interest (such as a lease) in the Premises, Building, or
13 similarly situated parcels.
14 B. This Agreement and/or any prior acts or omissions of COUNTY and/or any future
15 omissions of COUNTY, shall not create (or be construed as creating) a leasehold,
16 tenancy or any other interest in the Premises, Building, or similarly situated parcels.
17 C. In consideration of COUNTY's grant of the Agreement, CITY specifically and expressly
18 waives, releases and relinquishes any and all right(s) to assert any claim of right,
19 privilege or interest in the Premises and Building.
20 3. TERM AND REVOCATION —The term of this Agreement shall be for a period of one
21 (1) year, commencing retroactively on July 1, 2022 and ending on June 30, 2023. This Agreement may
22 be extended for one (1) additional consecutive twelve (12) month period on an automatic basis, unless
23 either COUNTY or CITY provides written notice of non-renewal to the other Party no later than sixty
24 (60) days prior to June 30, 2023. In no event shall the term of this Agreement extend beyond June 30,
25 2024.
26 However, notwithstanding anything to the contrary herein, both CITY and COUNTY shall have
27 the absolute right to terminate this Agreement and/or revoke this Agreement at any time and for any
28 reason, or for no reason. As to COUNTY, the Director of Internal Services may provide written notice
— 2 — COUNTY OF FRESNO
Fresno,CA
I of non-renewal, revocation, or termination of this Agreement.
2 4. CONSIDERATION —There is no monetary consideration for this Agreement.
3 5. UTILITIES — COUNTY shall be responsible for electricity, natural gas, water, sewer,
4 garbage, and telephone costs.
5 6. USE — CITY may use the Premises from 7:00am to 5:00pm Monday through Friday,
6 including holidays, to conduct Metro CIT program services. CITY agrees that the use of the Premises
7 shall, at all times, be consistent with providing the services as set forth in this Agreement. CITY
8 agrees not to commit, suffer, or permit any waste or nuisance on the Premises, and not to use or
9 permit the use of the Premises for any illegal purposes. CITY further agrees to comply with all
10 applicable federal, state, and local laws and regulations in the performance of its obligations under this
11 Agreement, including but not limited to workers compensation, labor, and confidentiality laws and
12 regulations with respect to CITY's use of the Premises and Building.
13 COUNTY shall make the Premises available in "as is" condition, except as expressly provided
14 in this Agreement. Upon the expiration, revocation or termination of this Agreement, CITY will leave
15 the Premises to COUNTY in such condition as existed at the commencement of this Agreement, less
16 reasonable wear and tear. CITY will not be responsible for any damage which CITY was not obligated
17 hereunder to repair.
18 7. MAINTENANCE AND REPAIRS OF PREMISES — COUNTY shall be responsible for
19 the structural condition of the Premises and for all exterior and interior maintenance, including but not
20 limited to, the air conditioning, heating, plumbing, roof, painting, landscaping, and parking lot.
21 COUNTY covenants that the Premises shall be maintained in substantially the same condition as the
22 Effective Date of this Agreement, less reasonable wear and tear.
23 CITY shall report damages to the Premises within twenty-four (24) hours after they occur to the
24 Director of Internal Services and the Director of the Department of Behavioral Health. CITY shall pay
25 for all damages caused by the actions of CITY's employees, agents, contractors, and invitees.
26 8. IMPROVEMENTS TO THE PREMISES — If CITY desires to make improvements to the
27 Premises, CITY shall provide drawings and plans describing the improvements to the Director of
28 Internal Services and to the Director of the Department of Behavioral Health for his or her requested
- 3 - COUNTS'OF FRRSNO
Fresno,CA
I review and approval; such approval, if any is given, is only for purposes of determining whether such
2 improvements are compatible with COUNTY's use of the Building and Premises, and shall in no way
3 bind COUNTY as a governmental agency, or serve as a representation that said improvements
4 comply with any applicable CITY, COUNTY, or state building requirements, or other legal
5 requirements. In the event an improvement is approved, CITY shall advance to COUNTY all costs
6 associated with any such improvement, including, but not limited to, labor, materials, equipment, and
7 clean-up. The construction of any and all improvements to the Premises and Buildings shall be
8 performed only by COUNTY or its approved agent. Notwithstanding anything to the contrary herein,
9 upon the termination of this Agreement, CITY shall not have the right to remove any such
10 improvements unless approved in writing in advance by COUNTY. CITY agrees that any equipment,
11 fixtures or apparatus installed in or on the Premises and Buildings by CITY shall become the property
12 of COUNTY at the time of installation, and may not be removed by CITY at any time unless prior
13 written approval by COUNTY is given to CITY.
14 9. NOTICES —the persons and their addresses having authority to give and receive
15 notices under this Agreement include the following:
16
17 COUNTY CITY
County of Fresno City of Fresno
18 Director of Internal Services Chief of Police
333 W. Pontiac Way 2323 Mariposa Street, Room 2075
19 Clovis, CA 93612 Fresno, CA 93721
20
21 All notices between the COUNTY and the CITY provided for or permitted under this Agreement must
22 be in writing and delivered either by personal service, by first-class United States mail, or by an
23 overnight commercial courier service. A notice delivered by personal service is effective upon service
24 to the recipient. A notice delivered by first-class United States mail is effective three COUNTY
25 business days after deposit in the United States mail, postage prepaid, addressed to the recipient. A
26 notice delivered by an overnight commercial courier service is effective one COUNTY business day
27 after deposit with the overnight commercial courier service, delivery fees prepaid, with delivery
28 instructions given for next day delivery, addressed to the recipient. For all claims arising out of or
— 4 — COUNTY OF FRESNO
Fresno,CA
I related to this Agreement, nothing in this section establishes, waives, or modifies any claims
2 presentation requirements or procedures provided by law, including but not limited to the Government
3 Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810).
4 10. INSPECTIONS, AUDITS, AND PUBLIC RECORDS
5 A. Inspection of Documents. The CITY shall make available to the COUNTY, and the
6 COUNTY may examine at any time during business hours and as often as the
7 COUNTY deems necessary, all of the CITY's records and data with respect to the
8 matters covered by this Agreement, excluding attorney-client privileged
9 communications. The CITY shall, upon request by the COUNTY, permit the COUNTY
10 to audit and inspect all of such records and data to ensure the CITY's compliance with
11 the terms of this Agreement.
12 B. Public Records. The COUNTY is not limited in any manner with respect to its public
13 disclosure of this Agreement or any record or data that the CITY may provide to the
14 COUNTY. The COUNTY's public disclosure of this Agreement or any record or data
15 that the CITY may provide to the COUNTY may include but is not limited to the
16 following: The COUNTY may voluntarily, or upon request by any member of the public
17 or governmental agency, disclose this Agreement to the public or such governmental
18 agency; the COUNTY may voluntarily, or upon request by any member of the public or
19 governmental agency, disclose to the public or such governmental agency any record
20 or data that the CITY may provide to the COUNTY, unless such disclosure is prohibited
21 by court order; this Agreement, and any record or data that the CITY may provide to the
22 COUNTY, is subject to public disclosure under the Ralph M. Brown Act (California
23 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950);
24 This Agreement, and any record or data that the CITY may provide to the COUNTY, is
25 subject to public disclosure as a public record under the California Public Records Act
26 (California Government Code, Title 1, Division 7, Chapter 3.5, beginning with section
27 6250) ("CPRA"); this Agreement, and any record or data that the CITY may provide to
28 the COUNTY, is subject to public disclosure as information concerning the conduct of
— 5 — COUNTY OF FRESNO
Fresno,CA
1 the people's business of the State of California under California Constitution, Article 1,
2 section 3, subdivision (b); any marking of confidentiality or restricted access upon or
3 otherwise made with respect to any record or data that the CITY may provide to the
4 COUNTY shall be disregarded and have no effect on the COUNTY's right or duty to
5 disclose to the public or governmental agency any such record or data.
6 C. Public Records Act Requests. If the COUNTY receives a written or oral request under
7 the CPRA to publicly disclose any record that is in the CITY's possession or control,
8 and which the COUNTY has a right, under any provision of this Agreement or
9 applicable law, to possess or control, then the COUNTY may demand, in writing, that
10 the CITY deliver to the COUNTY, for purposes of public disclosure, the requested
11 records that may be in the possession or control of the CITY. Within five business days
12 after the COUNTY's demand, the CITY shall (a) deliver to the COUNTY all of the
13 requested records that are in the CITY's possession or control, together with a written
14 statement that the CITY, after conducting a diligent search, has produced all requested
15 records that are in the CITY's possession or control, or (b) provide to the COUNTY a
16 written statement that the CITY, after conducting a diligent search, does not possess or
17 control any of the requested records. The CITY shall cooperate with the COUNTY with
18 respect to any COUNTY demand for such records. If the CITY wishes to assert that any
19 specific record or data is exempt from disclosure under the CPRA or other applicable
20 law, it must deliver the record or data to the COUNTY and assert the exemption by
21 citation to specific legal authority within the written statement that it provides to the
22 COUNTY under this section. The CITY's assertion of any exemption from disclosure is
23 not binding on the COUNTY, but the COUNTY will give at least 10 days' advance
24 written notice to the CITY before disclosing any record subject to the CITY's assertion
25 of exemption from disclosure. The CITY shall indemnify the COUNTY for any court-
2 6 ordered award of costs or attorney's fees under the CPRA that results from the CITY's
27 delay, claim of exemption, failure to produce any such records, or failure to cooperate
28 with the COUNTY with respect to any COUNTY demand for any such records.
— 6 — COUNTY OF FRESNO
Fresno,CA
1 11. HOLD HARMLESS/INDEMNIFICATION — CITY shall indemnify, hold harmless and
2 defend COUNTY and each of its officers, officials, employees, agents and volunteers from any and all
3 loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability,
4 including but not limited to personal injury, death at any time and property damage) incurred by
5 COUNTY, CITY or any other person, and from any and all claims, demands and actions in law or
6 equity (including attorney's fees and litigation expenses), arising or alleged to have arisen directly or
7 indirectly from the negligent or intentional acts or omissions, or willful misconduct of CITY or any of its
8 officers, officials, employees, agents or volunteers in the performance of this Agreement; provided
9 nothing herein shall constitute a waiver by CITY of governmental immunities including California
10 Government Code section 810 et seq.
11 COUNTY shall indemnify, hold harmless and defend CITY and each of its officers, officials,
12 employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and
13 damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at
14 any time and property damage) incurred by the CITY, COUNTY or any other person, and from any and
15 all claims, demands and actions in law or equity (including attorney's fees and litigation expenses),
16 arising or alleged to have arisen directly or indirectly from the negligent or intentional acts or
17 omissions, or willful misconduct of COUNTY or any of its officers, officials, employees, agents or
18 volunteers in the performance of this Agreement; provided nothing herein shall constitute a waiver by
19 COUNTY of governmental immunities including California Government Code section 810 et seq.. In
20 the event of concurrent negligence on the part of CITY or any of its officers, officials, employees,
21 agents or volunteers, and COUNTY or any of its officers, officials, employees, agents or volunteers,
22 the liability for any and all such claims, demands and actions in law or equity for such losses, fines,
23 penalties, forfeitures, costs and damages shall be apportioned under the State of California's theory of
24 comparative negligence as presently established or as may be modified hereafter.
25 This section shall survive termination or expiration of this Agreement.
26 12. INSURANCE —Without limiting the indemnification of each party as stated herein, it is
27 understood and agreed that COUNTY and CITY shall each maintain, at their sole expense, insurance
28 policies or self-insurance programs including, but not limited to, an insurance pooling arrangement
- 7 - COUNTY OF FRRSNO
Fresno,CA
I and/or Joint Powers Agreement to fund their respective liabilities including general liability, automotive
2 liability, workers' compensation and employers liability as stated below. Evidence of Insurance, e.g.,
3 Certificates of Insurance or other similar documentation, shall be provided at the request of either party
4 under this Agreement.
5 A. Commercial General Liability
6 Commercial General Liability Insurance with limits of not less than Two Million Dollars
7 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
8 policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
9 completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire
10 legal liability or any other liability insurance deemed necessary because of the nature of this contract.
11 B. Automobile Liability
12 Comprehensive Automobile Liability Insurance with limits of not less than One Million
13 Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should
14 include any auto used in connection with this Agreement.
15 C. Professional Liability
16 If CITY employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in
17 providing services, Professional Liability Insurance with limits of not less than One Million Dollars
18 ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. CITY
19 agrees that it shall maintain, at its sole expense, in full force and effect for a period of three (3) years
20 following the termination of this Agreement, one or more policies of professional liability insurance with
21 limits of coverage as specified herein.
22 D. Worker's Compensation
23 A policy of Worker's Compensation insurance as may be required by the California
24 Labor Code.
25 E. All-Risk Property Insurance
26 CITY will provide property coverage for the full replacement value of the COUNTY'S
27 personal property in possession of CITY and/or used in the execution of this Agreement. COUNTY will
28 be identified on an appropriate certificate of insurance as the certificate holder and will be named as
- 8 - COUNTS'OF FRRSNO
Fresno,CA
I an Additional Loss Payee on the Property Insurance Policy.
2 13. INDEPENDENT CONTRACTOR— In performance of the work, duties and obligations
3 assumed CITY under this Agreement, it is mutually understood and agreed that CITY, including any
4 and all of the CITY officers, agents, and employees will at all times be acting and performing as an
5 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
6 employee, joint venture, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no
7 right to control or supervise or direct the manner or method by which CITY shall perform its work and
8 function. However, COUNTY shall retain the right to administer monitor this Agreement so as to verify
9 that CITY is performing its obligations in accordance with the terms and conditions thereof.
10 COUNTY and CITY shall comply with all applicable provisions of law and the rules and
11 regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
12 Because of its status as an independent contractor, CITY shall have absolutely no right to
13 employment rights and benefits available to COUNTY'S employees. CITY shall be solely liable and
14 responsible for providing to, or on behalf of, its employees all legally required employee benefits. In
15 addition, CITY shall be solely responsible and save COUNTY harmless from all matters, except for
16 COUNTY and COUNTY'S employee's gross negligence and/or willful misconduct, relating to payment
17 of CITY employees, including compliance with Social Security withholding and all other regulations
18 governing such matters.
19 14. POSSESSORY INTEREST TAX—The underlying Agreement is provided to the CITY, a
20 governmental entity. However, should it ever be determined that that there is a possessory interest,
21 CITY agrees to pay any possessory interest tax (property tax) which may be levied upon the Premises.
22 In this respect, CITY understands that a leasehold interest of property, should it be determined that
23 such an interest exists, owned by a tax-exempt public agency, such as the COUNTY, may be subject
24 to property taxation and CITY (the person in whom it may be determined the possessory interest is
25 vested) will then be subject to the payment of property taxes levied on such interest.
26 15. RIGHT OF ENTRY— COUNTY, or its representative(s), shall have the right to enter the
27 Premises and Building at any time and for any reason with reasonable notice, to make any alterations,
28 repairs or improvements to the Premises and Building. The normal business of CITY or its invitees
— 9 — COUNTY OF FRESNO
Fresno,CA
I shall not be unnecessarily inconvenienced.
2 16. MODIFICATION —Any matters of this Agreement may be modified from time to time by
3 the written consent of all Parties without, in any way, affecting the remainder.
4 17. NON-ASSIGNMENT— Neither party shall assign, transfer or sub-contract this
5 Agreement nor their rights or duties under this Agreement without the prior written consent of the other
6 party.
7 18. ELECTRONIC SIGNATURE —The parties agree that this Agreement may be executed
8 by electronic signature as provided in this section. An "electronic signature" means any symbol or
9 process intended by an individual signing this Agreement to represent their signature, including but not
10 limited to (1) a digital signature; (2) a faxed version of an original handwritten signature; or (3) an
11 electronically scanned and transmitted (for example by PDF document) of a handwritten signature.
12 Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid
13 original handwritten signature of the person signing this Agreement for all purposes, including but not
14 limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and
15 effect as the valid original handwritten signature of that person. The provisions of this section satisfy
16 the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction
17 Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). Each party using a digital
18 signature represents that it has undertaken and satisfied the requirements of Government Code
19 section 16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other party may rely
20 upon that representation. This Agreement is not conditioned upon the parties conducting the
21 transactions under it by electronic means and either party may sign this Agreement with an original
22 handwritten signature.
23 19. GOVERNING LAW—Venue for any action arising out of or relating to this
24 Agreement shall be in Fresno County, California.
25 20. DISCLOSURE OF SELF DEALING TRANSACTIONS —This provision is only
26 applicable if the CITY is operating as a corporation (a for-profit or non-profit corporation) or if during
27 the term of this Agreement, the CITY changes its status to operate as a corporation.
28 Members of CITY's Board of Directors shall disclose any self-dealing transactions that they are
- 10 - COUNTY OF FRESNO
Fresno,CA
I a party to while CITY is providing goods or performing services under this Agreement. A self-dealing
2 transaction shall mean a transaction to which the CITY is a party and in which one or more of its
3 directors has a material financial interest. Members of the Board of Directors shall disclose any self-
4 dealing transactions that they are a party to by completing and signing a Self-Dealing Transaction
5 Disclosure Form (Exhibit B) and submitting it to the County of Fresno prior to commencing with the
6 self-dealing transaction or immediately thereafter.
7 21. AUTHORITY— CITY represents and warrants that that individual executing this
8 Agreement on behalf of CITY is duly authorized to execute and deliver this Agreement on behalf of
9 CITY and that this Agreement is binding upon CITY in accordance with its terms.
10 22. ENTIRE AGREEMENT—This Agreement constitutes the entire agreement between the
11 COUNTY and CITY with respect to the subject matter hereof, and supersedes all prior agreements,
12 whether oral or written, negotiations, proposals, commitments, writings, advertisements, publications,
13 and understandings of any nature whatsoever, unless expressly referenced in this Agreement.
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
11 — COUNTY OF FRESNO
Fresno,CA
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
2 hereinabove written.
3
4 CITY OF FRESNO POLICE COUNTY OF FRESNO
DEPARTMENT
5
6 Inc c c tBa I de Yy-'�Vylc-k.
NaT Brian Pacheco, Chairman of the Board of
7 Supervisors of the County of Fresno
8 Apthori ed Signature
i
9
10
11 ATTEST:
12 Bernice E. Seidel
Clerk of the Board of Supervisors
13 APPROVED AS TO FORM County of Fresno, State of California
CITY TTORNEY'S OF ICE
14 BY:
15 DEPUTY CITY TTORNEY
16 By:
17 Deputy
FOR ACCOUNTING USE ONLY:
18 Fund: 0001
19 Subclass: 10000
20 ORG: 56304763 ATTEST:
21 TODD STERMER,CMC _-
Account: 7295 ` CITY CLERK
22 �
BY: O-.?/-��
23
24 td2ges J�pu vi so2
25
26
27
28
COUNTY OF FRESNO
Fresno,CA
Exhibit A
Health and Wellness Center — First Floor
Suite R
City of Fresno Police Department — Crisis Intervention Team
u 124"
■ el r
(Approximately 1,200 sq ft.)
Page 1 of 1
Exhibit B
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions
that they are a party to while providing goods, performing services, or both for the County. A
self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used 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.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
B-1
Exhibit B
(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:
B-2