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HomeMy WebLinkAboutAgreement A-16-149 with Hawkins Delafield Wood LLP - Apecial Projects.pdf Agreement No. 16-149 FY 2016-2017 BOND COUNSEL SPF,CIAL PROJECTS Hawkins A-reement 1 AGREEMENT FOR SPECIALIZED LEGAL SERVICES 2 (BOND COUNSEL SERVICES FOR SPECIAL PROJECTS - FISCAL YEAR 2016-17) 3 4 THIS AGREEMENT ("Agreement") is made and entered into this 5th day of 5 April , 2016, by and between the COUNTY OF FRESNO, a political subdivision of 6 the State of California, hereinafter referred to as "COUNTY," and the law firm of HAWKINS 7 DELAFIELD & WOOD, LLP, hereinafter referred to as "ATTORNEY. 8 WITNESSETH: 9 WHEREAS, COUNTY may, from time to time, have the need to seek the advice of 10 bond counsel for special projects in connection with municipal finance issues; and 1 1 WHEREAS, COUNTY wishes to engage the specialized legal services of bond counsel 12 who is expert in legal matters concerning such issues; and 13 WHEREAS, ATTORNEY represents that it is specially trained and experienced, and 14 that it possesses such expertise; and 15 WHEREAS, such specialized legal services are either not available or expected not to 16 be available in COUNTY's Office of the County Counsel. 17 NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions 18 herein described, the parties hereto agree as follows: 19 1. Employment of Attorney: COUNTY hereby hires ATTORNEY as an 20 independent contractor through the services of the following key person(s): Arto C. Becker, 21 Esq., Russell A. Miller, Esq., Diane K. Quan, Esq., and Brian Organ, Esq., partners of 22 ATTORNEY; and such other partners of, and associate lawyers and staff members employed 23 by, ATTORNEY as ATTORNEY deems necessary, and which COUNTY's County Counsel 24 ("County Counsel"), or his or her designee, approves pursuant to paragraph 3 of this 25 Agreement, except that the foregoing key persons may, from time to time, consult with such of 26 ATTORNEY's other lawyers on a "limited basis" (as hereinafter defined) as ATTORNEY 27 t FY 2016-2017 BOND COUNSEL SPECIAL PROJECTS Hawkins Agreement 1 reasonably deems prudent and necessary under the circumstances. It is understood that 2 ATTORNEY may not replace any of the aforementioned key persons named above without the 3 prior, express, written approval of County Counsel, or his or her designee. In case of death, 4 illness or other incapacity of any of the foregoing key persons, ATTORNEY shall provide a 5 replacement of at least equal professional ability and experience as the key person replaced. 6 A. Scope of Work: From time to time, County Counsel, or his or her 7 designee, may request ATTORNEY to perform specialized legal services in connection with 8 various municipal financing matters, each which also may be referred to herein individually as 9 a "project," or all of which also may be referred to herein collectively as "projects." Such 10 projects also may cover bond counsel services arising due to requests from outside agencies. 1 1 Upon County Counsel's, or his or her designee's, written request to perform such services, and 12 ATTORNEY's written acknowledgment that ATTORNEY will provide such services, 13 ATTORNEY shall perform such services pursuant to the terms and conditions of this 14 Agreement. Notwithstanding the foregoing provisions of this subparagraph l.A., in the event 15 of exigent circumstances, County Counsel may make such request orally, and County Counsel 16 and ATTORNEY shall within a reasonable time thereafter document such request for services 17 and acknowledgment thereof. 18 B. Authorization to Proceed With Work: For each project, ATTORNEY 19 shall commence performance of services upon receiving authorization to proceed with work 20 from the County Counsel, or his or her designee. 21 2. Performance by Attorney: ATTORNEY agrees to timely perform all services 22 provided under this Agreement. ATTORNEY agrees to avoid unnecessary duplicative efforts 23 on the part of ATTORNEY and ATTORNEY's partners, associate lawyers, and staff members 24 in ATTORNEY's performance of services for COUNTY hereunder. 25 COUNTY shall not be obligated to compensate ATTORNEY for intra-office 26 conferences between or among ATTORNEY's partners, associate lawyers, and staff members, 27 FY 2016-2017 BOND COUNSEL SPECIAL PROJECTS I lawkms Agreement 1 unless such intra-office conferences promote efficiency in the performance of ATTORNEY's 2 work on a matter, or a reduction in the cost of compensation paid or reimbursement made for 3 related, reasonable and necessary, out-of-pocket expenses to ATTORNEY, or both. 4 In the performance of the tasks identified in paragraph 1 under this Agreement, 5 ATTORNEY shall provide only those services which are necessary to carry out such tasks in 6 an efficient and effective manner. 7 ATTORNEY shall provide lawyers who possess the following qualities and skills: 8 A. the lawyer possesses a high level of professional ethics and personal 9 integrity, and exercises good judgment, 10 B. the lawyer has experience and expertise in the particular municipal 1 1 finance matter for which he or she is providing services; 12 C. the lawyer has exceptional technical legal skills; 13 D. the lawyer vigorously represents COUNTY so that COUNTY's 14 best interests are served; 15 E. the lawyer efficiently and timely completes assigned tasks; 16 F. the lawyer is reasonably available when County Counsel, or his or her 17 designee, needs to consult with the lawyer on short notice; 18 G. the lawyer anticipates potential problems and advises County Counsel 19 regarding same; 20 H. the lawyer explains complex municipal finance concepts to County 21 Counsel, or his or her designee, so that County Counsel, or his or her designee, has a clear and 22 complete understanding of the relevant issues and facts of a matter; and 23 1. the lawyer cooperates with County Counsel, or his or her designee, and 24 other members of the financing team, including amicably resolving disputes, if any, among 25 financing team members to the satisfaction of County Counsel, or his or her designee. 26 3. Compensation of ATTORNEY: COUNTY shall be obligated to compensate 27 FY 2016-2017 BOND COUNSEL SPECIAL PROJECTS Hawkins Agreement 1 ATTORNEY pursuant to the terms and conditions of this Agreement only for the performance 2 of those tasks, to the reasonable satisfaction of COUNTY, which are related to the subject 3 matter of this Agreement. It is understood that COUNTY shall not be obligated to compensate 4 ATTORNEY for any work, services, or functions performed by ATTORNEY: (i) in seeking to 5 obtain COUNTY's business or negotiating with COUNTY to enter into this Agreement or (ii) 6 in providing COUNTY with documentation, explanations, or justifications concerning the 7 adequacy or accuracy of its invoices for the performance of services under this Agreement and 8 resolving same to the reasonable satisfaction of COUNTY. 9 COUNTY agrees to pay and ATTORNEY agrees to accept as full compensation for 10 performance of tasks under this Agreement the following sum per hour per person: 11 Partners: 12 Arto C. Becker $550 13 Russell A. Miller $550 14 Diane K. Quan $518 15 Brian Organ $362 16 17 The foregoing lawyers may, from time to time, consult with such of ATTORNEY's 18 other lawyers on a "limited basis" as ATTORNEY reasonably deems prudent and necessary 19 under the circumstances, and ATTORNEY may also, upon the written approval of County 20 Counsel, or his or her designee, provide additional partners of, or associate lawyers employed 21 by its firm to perform significant services under this Agreement, provided that such additional 22 persons who are consulted or who provide significant services are compensated by COUNTY 23 for performance of tasks under this Agreement at a rate not to exceed each such person's 24 customary billing rate per hour for local governmental entities. Notwithstanding anything 25 stated to the contrary in this paragraph, the term ``limited basis," as provided herein shall mean 26 fifteen (15) hours or less worked by ATTORNEY's lawyers, collectively, other than the 27 4 FY 2016-2017 BOND COUNSEL SPECIAL PROJECTS Hawkins Agreement 1 lawyers identified above, per month or fraction thereof. 2 County Counsel, or his or her designee, on behalf of COUNTY, and ATTORNEY, may 3 agree to a fixed rate of compensation, and related, reasonable and necessary out-of-pocket 4 expenses, payable to ATTORNEY for ATTORNEY's performance of any arbitrage rebate and 5 yield restriction compliance services pursuant to the terms and conditions of this Agreement. 6 In addition, ATTORNEY shall be reimbursed for reasonable, and necessary out-of- 7 pocket expenses, as follows: telephone charges, telephonic facsimile transmission charges, 8 computer research charges, filing fees, courier charges, postage charges, printing and 9 photographic reproduction expenses, in-State travel, and all such directly-related expenses. 10 It is understood that ATTORNEY shall not be reimbursed for its secretarial or clerical 11 services (including overtime hours worked), or normal office operating expenses, with the 12 exception of those charges and expenses stated in the immediately preceding paragraph of this 13 Agreement. In addition, ATTORNEY shall not be reimbursed for such services performed or 14 expenses incurred, regardless of whether such tasks are performed or expenses are incurred by 15 ATTORNEY's partners, associate lawyers, or anyone else. Under no circumstances shall 16 COUNTY compensate ATTORNEY for secretarial or clerical work performed by paralegals. 17 Furthermore, COUNTY shall not compensate ATTORNEY for work performed by paralegals 18 where such work ordinarily is performed by licensed attorneys, including legal research and 19 legal document drafting. 20 4. Payment and Record-keeping: Subject to paragraph 3 of this Agreement, 21 payment of compensation for the services provided under this Agreement and reimbursement 22 for related, reasonable and necessary out-of-pocket expenses incurred shall be made by 23 COUNTY after submission of an itemized invoice by ATTORNEY to the County Counsel, 24 which invoice may be submitted in the month following the month in which such services were 25 rendered or expenses incurred, or from time to time as such invoice is requested by County 26 Counsel or his or her designee. All payments of compensation and reimbursement for expenses 27 5 FY 2016-2017 BOND COUNSEL SPECIAL PROJECTS Ilawkms Aareement 1 incurred in connection therewith shall be made by COUNTY no later than forty-five (45) days 2 following the date that COUNTY receives a properly completed invoice requesting the 3 payment for such services rendered and expenses incurred. 4 All such invoices shall reflect accurately the tasks performed by ATTORNEY under 5 this Agreement. In addition, all such invoices shall have sufficient detail as may be required by 6 COUNTY's Auditor-Controller/Treasurer-Tax Collector, including, but not limited to: 7 A. The specific nature of each task performed as services under this 8 Agreement; 9 B. The name of the person performing each such task; 10 C. The number of hours worked by each such person for each such task; 1 1 D. The hourly rate per each such person performing each such task; and 12 E. The related, reasonable and necessary, out-of-pocket expenses incurred, 13 as provided for in paragraph 3 of this Agreement. 14 In addition to the requirements of this paragraph 4 of this Agreement, each invoice 15 shall set forth a summary of hours worked by each partner and associate lawyer, and paralegal 16 for the applicable billing period. Furthermore, each such invoice shall set forth the product of 17 such summary of hours worked by each person multiplied by such person's billing rate, as set 18 forth herein (e.g., Mr. Becker's total hours worked = 10 hours; Mr. Becker's hourly billing rate 19 is $550; 10 hours x Mr. Becker's billing rate of$550 per hour = $5,500). 20 In preparing invoices, ATTORNEY shall segregate each task performed on a daily 21 basis. If requested by County Counsel, or his or her designee, ATTORNEY shall segregate 22 work performed and related, reasonable and necessary, out-of-pocket expenses incurred on the 23 basis of each project. ATTORNEY shall not combine unrelated tasks as a single entry in lieu 24 of setting forth the hours of work performed by a partner, associate lawyer, or paralegal on 25 each specific task. 26 ATTORNEY shall prepare its invoices in an organized manner that facilitates an 27 FY 2016-2017 BOND COUNSEL SPECIAL PROJECTS Hawkins Agreement 1 efficient review of the services performed and the expenses incurred in order to provide 2 COUNTY with a clear and complete understanding of how much time was devoted to specific 3 tasks and projects, and the cost associated therewith. 4 ATTORNEY shall keep complete records of the services provided, as described in this 5 paragraph 4 of this Agreement, together with all related reasonable and necessary, out-of- 6 pocket expenses applicable to the work provided under this Agreement. COUNTY's Auditor- 7 Controller/Treasurer-Tax Collector, or his or her duly authorized representatives, shall be 8 given reasonable access to all of these records for the purposes of audit of this Agreement. 9 In addition, ATTORNEY shall be subject to the examination and audit of such records 10 by the Auditor General for a period of three (3) years after final payment under this Agreement 11 (Gov. Code, § 8546.7). 12 5. Term of Agreement: This Agreement shall be effective as of July 1, 2016. At 13 any time during the period of July 1, 2016, through and including June 30, 2017, the County 14 Counsel, or his or her designee, may authorize ATTORNEY to perform any work under 15 paragraph 1 of this Agreement, and ATTORNEY's performance of such work may occur 16 during such period, or may occur any time after June 30, 2017. 17 Either party may terminate this Agreement at any time, either in whole or in part. 18 However, if ATTORNEY elects to terminate this Agreement, COUNTY's rights under any 19 pending matter which may arise from ATTORNEY's services hereunder shall not be 20 prejudiced due to such termination as required by the Rules of Professional Conduct of the 21 State Bar of California. Subject to paragraph 3 of this Agreement, ATTORNEY shall be paid 22 for all services performed to the date of termination of this Agreement, which are done to the 23 reasonable satisfaction of COUNTY. 24 6. Independent Contractor: In performance of the work, duties and obligations 25 assumed by ATTORNEY under this Agreement, it is mutually understood and agreed that 26 ATTORNEY, including any and all of ATTORNEY's officers, agents, and employees will at 27 FY 2016-2017 BOND COUNSEL_SPECIAL PROJECTS I lawkins Amement 1 all times be acting and performing as an independent contractor, and shall act in an 2 independent capacity and not as an officer, agent, servant, employee,joint venturer, partner, or 3 associate of COUNTY. Furthermore, COUNTY shall have no right to control or supervise or 4 direct the manner or method by which ATTORNEY shall perform its obligations under this 5 Agreement. However, COUNTY shall retain the right to administer this Agreement so as to 6 verify that ATTORNEY is performing its obligations in accordance with the terms and 7 conditions hereof. ATTORNEY and COUNTY shall comply with all applicable provisions of 8 law and the rules and regulations, if any, of governmental authorities having jurisdiction over 9 matters of the subject hereof. 10 Because of its status as an independent contractor, ATTORNEY shall have absolutely I 1 no right to employment rights and benefits available to COUNTY employees. ATTORNEY 12 shall be solely liable and responsible for providing to, or on behalf of, its employees all legally- 13 required employee benefits. In addition, ATTORNEY shall be solely responsible and save 14 COUNTY harmless from all matters related to payment of ATTORNEY's employees, 15 including compliance with social security, withholding, and all other regulations governing 16 such matters. It is acknowledged that during the term of this Agreement, ATTORNEY may be 17 providing services to others unrelated to COUNTY or to this Agreement. 18 7. Hold Harmless: ATTORNEY shall hold COUNTY, its officers, agents, and 19 employees harmless and indemnify and defend COUNTY, its officers, agents, and employees 20 against payment of any and all costs and expenses (including attorney's fees and court cost), 21 claims, suits, losses, damages, and liability arising from or arising out of any actual or alleged 22 negligent or wrongful acts or omissions of ATTORNEY, including its partners, officers, 23 agents, and employees, in performing or failing to perform the services provided herein. 24 COUNTY's receipt of any insurance certificates required herein does not in any way relieve 25 the ATTORNEY from its obligations under this paragraph 7 of this Agreement. 26 The provisions of this paragraph 7 shall survive the termination of this Agreement. 27 R PY 2016-2017 BOND COUNSEL SPECIAL PROJECTS Hawkins Agreement 1 8. Insurance: Without limiting COUNTY'S rights under paragraph 7 of this 2 Agreement, or against any third parties, ATTORNEY, at its sole expense, shall maintain in full 3 force and effect the following insurance policies throughout the entire term of this Agreement: 4 A. A policy of professional liability insurance with limits of coverage of not 5 less than Ten Million and No/100 Dollars ($10,000,000.00) per covered event; 6 B. A policy of comprehensive general liability insurance with limits of 7 coverage of not less than One Million and No/100 Dollars ($1,000,000.00) per occurrence. The 8 policy of comprehensive general liability shall be written on a per occurrence basis. (Such 9 insurance shall include automobile insurance coverage, provided however, if ATTORNEY 10 maintains comprehensive general liability insurance that does not cover a loss in connection 11 with an automobile, ATTORNEY shall also obtain and maintain automobile liability insurance 12 coverage with limits of coverage of not less than One Hundred Thousand and No/100 Dollars 13 ($100,000.00) per person and Three Hundred Thousand and No/100 Dollars ($300,000.00) per 14 occurrence and shall be written to cover all vehicles or owned and non-owned vehicles); and 15 C. A policy of workers compensation insurance as is required by the 16 California Labor Code, providing full statutory coverage. 17 All such insurance policies shall be issued by insurers who have at least have an A.M. 18 Best rating of A, FSC, VII (except for the Professional Liability Insurance policy, which shall 19 be issued by an insurer who has at least a Standard & Poor's and Fitch's rating of AA- because 20 the specialized carrier is fulfilling a need in a specialty market) and shall be acceptable to 21 COUNTY's Personnel Services Manager, Risk Management Division. In addition, the 22 comprehensive general liability insurance policy (and, the automobile liability insurance 23 policy, if such policy is at any time maintained separately from the comprehensive general 24 liability insurance policy) shall name COUNTY, its officers, agents, and employees, 25 individually and collectively, as additional insureds, but only insofar as the operations under 26 this Agreement are concerned. Such coverage for additional insureds shall apply as primary 27 9 FY 2016-2017 BOND COUNSEL SPECIAL PROJECTS Hawkins Agreement 1 insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers, 2 agents, and employees, shall be excess only and not contributing with such insurance provided 3 under ATTORNEY's policies herein. This insurance shall not be canceled, reduced, or 4 changed without a minimum of thirty (30) calendar days advance, written notice given to 5 County Counsel (at the address for notices to County Counsel provided herein) and to 6 COUNTY's Personnel Services Manager, Risk Management Division, at the following 7 address: 8 Personnel Services Manager, Risk Management Division COUNTY OF FRESNO 9 2220 Tulare Street, 16th Floor 10 Fresno, CA 93721 11 ATTORNEY shall provide to County Counsel a certificate of insurance for all the 12 foregoing policies and an endorsement to ATTORNEY's comprehensive general liability 13 insurance policy (and, to ATTORNEY's automobile liability insurance policy, if such policy is 14 at any time maintained separately from the comprehensive general liability insurance policy) 15 naming COUNTY as an additional insured, as stated above, which are acceptable to 16 COUNTY's Personnel Services Manager, Risk Management Division, evidencing proof of 17 such insurance coverages required herein prior to performing any services under this 18 Agreement. 19 In addition to its obligations set forth hereinabove, ATTORNEY agrees that it shall 20 maintain, at its sole expense, in full force and effect for a period of three (3) years following 21 the termination of this Agreement a policy of professional liability insurance with limits of 22 coverage of not less than Ten Million and No/100 Dollars ($10,000,000.00) per claim; 23 provided, however, in the event that ATTORNEY does not maintain such policy of insurance 24 for such entire three (3) year period, ATTORNEY shall maintain, at its sole expense, in full 25 force and effect extended claims reporting coverage insurance in lieu thereof in the amount of 26 not less than Ten Million and No/100 Dollars ($10,000,000.00). 27 in FY 2016-2017 BOND COUNSEL SPECIAL PROJECTS Hawkins Agreement 1 If either the professional liability or comprehensive general liability insurance policies 2 (or, the automobile liability insurance policy, if such policy is at any time maintained 3 separately from the comprehensive general liability insurance policy) required to be 4 maintained pursuant to this paragraph 8 of this Agreement, or both (or all of them, as the case 5 may be), have a self-insured retention, such self-insured retentions shall be funded by 6 ATTORNEY and approved by COUNTY's Personnel Services Manager, Risk Management 7 Division. 8 The provisions of this paragraph 8 shall survive the termination of this Agreement. 9 9. Agreement is Binding Upon Successors: This Agreement shall be binding upon 10 COUNTY and ATTORNEY and their successors, executors, administrators, legal 11 representatives, and assigns with respect to all the covenants and conditions set forth herein. 12 10. Assignment and Subcontracting: Notwithstanding anything stated to the 13 contrary in paragraph 9 of this Agreement, neither party hereto shall assign, transfer, or sub- 14 contract this Agreement nor its rights or duties hereunder without the written consent of the 15 other. 16 11. Amendments: This Agreement may only be amended in writing signed by the 17 parties hereto. 18 12. Conflict of Interest: ATTORNEY promises, covenants, and warrants that, after 19 having performed a reasonable investigation, the performance of its services and representation 20 to COUNTY under this Agreement do not result in a "conflict of interest" as that term is used 21 in the Rules of Professional Conduct of the State Bar of California. In the event a "conflict of 22 interest" occurs, ATTORNEY will request COUNTY's Board of Supervisors to waive such 23 "conflict of interest" on a case-by-case basis. 24 13. Further Assurances by ATTORNEY: ATTORNEY represents that it has read 25 and is familiar with Government Code §§ 1090 et seq. and §§ 87100 et seq. ATTORNEY 26 promises, covenants, and warrants that, after having performed a reasonable investigation, the 27 tt FY 2016-2017 BOND COUNSEL SPECIAL PROJECTS Hawkins Agreement 1 performance of its services under this Agreement shall not result in or cause a violation by it of 2 Government Code §§ 1090 et seq. and §§ 87100 et seq. 3 14. Compliance With Laws: ATTORNEY shall comply with all federal, state, and 4 local laws and regulations applicable to the performance of its obligations under this 5 Agreement. 6 15. Notices: The persons and their addresses having authority to give and receive 7 notices under this Agreement include the following: 8 COUNTY ATTORNEY 9 County Counsel Arto C. Becker, Esq. COUNTY OF FRESNO Hawkins Delafield & Wood, LLP 10 2220 Tulare Street, Wells Fargo Center 5th Floor 333 South Grand Avenue, Suite 3650 11 Fresno, CA 93721 Los Angeles, CA 90071 12 Any and all notices between COUNTY and ATTORNEY provided for or permitted 13 under this Agreement must be in writing and delivered either by personal service, by first-class 14 United States mail, by an overnight commercial courier service, or by telephonic facsimile 15 transmission. A notice delivered by personal service is effective upon service to the recipient. 16 A notice delivered by first-class United States mail is effective three COUNTY business days 17 after deposit in the United States mail, postage prepaid, addressed to the recipient. A notice 18 delivered by an overnight commercial courier service is effective one COUNTY business day 19 after deposit with the overnight commercial courier service, delivery fees prepaid, with 20 delivery instructions given for next day delivery, addressed to the recipient. A notice delivered 21 by telephonic facsimile is effective when transmission to the recipient is completed (but, if 22 such transmission is completed outside of COUNTY business hours, then such delivery shall 23 be deemed to be effective at the next beginning of a COUNTY business day), provided that the 24 sender maintains a machine record of the completed transmission. For all claims arising out of 25 or related to this Agreement, nothing in this section establishes, waives, or modifies any claims 26 presentation requirements or procedures provided by law, including but not limited to the 27 t� FY 2016-2017 BOND COUNSEL SPECIAL PROJECTS Hawkins Agreement 1 Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with 2 section 810). 3 16. Venue and Governing Law: The parties agree that, for purposes of venue, 4 performance under this Agreement is to be in Fresno County, California. The rights and 5 obligations of the parties and all interpretations and performance of this Agreement shall be 6 governed in all respects by the laws of the State of California. 7 17. Disclosure of Self-Dealing Transactions: This provision is only applicable if 8 ATTORNEY is operating as a corporation (a for-profit or non-profit corporation) or if during 9 the term of this Agreement, ATTORNEY changes its status to operate as a corporation. 10 Members of ATTORNEY's Board of Directors shall disclose any self-dealing 11 transactions that they are a party to while ATTORNEY is providing goods or performing 12 services under this Agreement. A self-dealing transaction shall mean a transaction to which the 13 ATTORNEY is a party and in which one or more of its directors has a material financial 14 interest. Members of the Board of Directors shall disclose any self-dealing transactions that 15 they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form 16 (Exhibit A) and submitting it to COUNTY prior to commencing with the self-dealing 17 transaction or immediately thereafter. 18 18. Entire Agreement: This Agreement constitutes the entire agreement between 19 COUNTY and ATTORNEY with respect to the specialized legal services to be provided 20 herein and supersedes any previous agreement concerning the subject matter hereof, 21 negotiations, proposals, commitments, writings, or understandings of any nature whatsoever 22 unless expressly included in this Agreement. 23 If any part of this Agreement is found violative of any law or is found to be otherwise 24 legally defective, ATTORNEY and COUNTY shall use their best efforts to replace that part of 25 this Agreement with legal terms and conditions most readily approximating the original intent 26 of the parties. 27 t� FY 2016-2017 BOND COUNSEL SPECIAL PROJECTS Hawkins Agreement 1 [SIGNATURE PAGES FOLLOW] 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 14 FY 2016-2017 BOND COUNSEL SPECIAL PROJECTS Hawkins Agreement i i 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be ; 2 executed as of the day and year first above written. 3 ATTORNEY: 4 HAWKINS DELAFIELD & WOOD, LLP 5 6 By C G =c�c.Pz1 Arto C. Becker, Esq. 7 -- -Partner - 8 COUNTY: 9 COUNTY OF FRESNO, 10 a political subdivision of the State of California 11 12 By i Ernest Buddy Men es, Chair 13 Board of Supervisors 14 4 j 15 ATTEST: 16 BERNICE E. SEIDEL, Clerk 17 Board of Supervisors 18 Bys�NJS�c�.lJ Deputy -- — 19 20 21 22 23 24 25 26 27 15 FY 2016-2017 BOND COUNSEL SPECIAL PROJECTS Hawkins Agreement 1 REVIEWED AND RECOMMENDED FOR APPROVAL: 2 3 By: C- Daniel C. Cederborg 4 County Counsel 5 APPROVED AS TO ACCOUNTING FORM: 6 VICKI CROW, C.P.A., AUDITOR-CONTROLLER/TREASURER- 7 TAX COLLECTOR 8 By: < 9 Deputy 10 APPROVED AS TO LEGAL FORM: 11 DANIEL C. CEDERBORG, COUNTY COUNSEL 12 By: �i�i� 13 Deputy 14 ORG: 0710 15 FUND: 0001 ACCOUNT: 7295 16 SUBCLASS: 10000 17 18 1lawkms Special Projects Agreement FY 2016-2017 19 20 21 22 23 24 25 26 27 16 FY 20 1 6-20 1 7 130ND COUNSEL SPECIAL PROJECTS Ilawkms Agreement EXHIBIT A 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 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). A-1 FY 2016-2017 BOND COUNSEL SPECIAL.PROJECTS Hawkins Agreement (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: A-?