HomeMy WebLinkAboutAgreement A-17-204 with JPJ Inc..pdf 17-0103
Agreement No. 17-204
1
LIMITED OBLIGATION REIMBURSABLE FINANCING AGREEMENT FOR
2 MILLERTON LAKE PUMP REPAIR AND REPLACEMENT PROJECT
3 THIS LIMITED OBLIGATION REIMBURSABLE FINANCING AGREEMENT
4 ("Agreement") is made this 16th day of May , 2017 (the "Effective Date"), by and
5 between the COUNTY OF FRESNO, a political subdivision of the State of California
6 ("County"), J.P.J., Inc. a California Corporation ("JPJ") doing business at 7030 N. Fruit
7 Avenue, Suite 101, Fresno, CA. 93711 and the Table Mountain Rancheria Band of
8 Indians, a federally-recognized sovereign Indian tribe ("TMR"). COUNTY, JPJ and TMR
9 are also referred to herein singularly as a "Party" and collectively, as "Parties."
10 WHEREAS, on December 19, 2000, the Fresno County Board of Supervisors
11 adopted the Millerton New Town Infrastructure Plan, (the "Plan") for the Millerton New
12 Town Infrastructure Plan Study Area (the "Plan Area"), providing implementation
13 procedures for the installation and service of Plan Area water delivery systems,
14 wastewater treatment and collection systems, storm drainage systems and reclaimed
15 water; and
16 WHEREAS, the Millerton Lake pumps that provide surface water to County
17 Service Area 34 ("CSA 34") Zone A (CSA 34A) and Zone C (CSA 34C) Surface Water
18 Treatment Plant (as depicted on attached Exhibit Al), have experienced flow
19 irregularities and pump failures since September 2015; and
20 WHEREAS, in December 2015, a dive team was retained by the County on
21 behalf of CSA 34 to complete an underwater video camera inspection and flow testing,
22 due to lake pump and motor failure and irregularities in flow rates. That dive team
23 confirmed that pump no. 1 was under-performing, that pump nos. 2 and 3 had failed,
24 that all four of the check valves had significant corrosion and that two of the check
25 valves were non-functional; and
26 WHEREAS, in June 2016, Provost & Prichard, the design engineering firm
27 responsible for the design of the lake pumps and platform provided the funding to
28 replace all four check valves under a warranty agreement, pursuant to which all four
1
1 check valves were replaced; and
2 WHEREAS, despite such warranty work, three (3) of the pumps and motors
3 providing surface water to the CSA 34 Water Treatment Plant serving potable water to
4 CSA 34 property owners in Zone A and Zone C ("Lake Pumps") remain under-
5 performing or non-functional and CSA 34 currently lacks funding to repair or replace
6 these Lake Pumps as necessary; and
7 WHEREAS, consistent with the Implementation Procedures of the Plan, JPJ and
8 the TMR, (together, the "Reservation Holders") have agreed to finance the cost to
9 repair/replace the problem Lake Pumps, establishing the "Millerton Lake Pump Repair
10 and Replacement Project" consisting of Project A and Project B, as hereinafter defined;
11 and
12 WHEREAS, in March 2016, CSA 34 property owners, pursuant to Proposition
13 218, approved assessments providing for water contract administration and lake pump
14 maintenance to be implemented in FY 2016-17. A portion of the revenues from those
15 assessments are allocated to, and go into two separate reserve accounts: (1) the "Lake
16 Pumps Repair Reserve," the purpose of which is to pay for repairs to the water pumps
17 in Millerton Lake; and (2) the "Capital Facilities Replacement Reserve," the purpose of
18 which is to provide for replacement of the Lake Pumps facilities components at the end
19 of the estimated useful life for each component (together, the "Reserve Funds"); and
20 WHEREAS, as of the Effective Date, the Capital Facilities Replacement Reserve
21 is insufficient to pay for the costs for replacing one lake pump ("Project A") having not
22 had sufficient time to accumulate; and
23 WHEREAS, as of the Effective Date, the Lake Pumps Repair Reserve is
24 insufficient to pay for the costs for repairing two lake pumps ("Project B"), having not
25 had sufficient time to accumulate; and
26 WHEREAS, the Reservation Holders, both of whom have an interest in CSA 34,
27 have agreed to finance the total cost of both Project A and Project B, pursuant to the
28 repayment terms and conditions of this Agreement as set forth below, in order to
2
1 expeditiously bring the Millerton Lake Pumping Station up to the standard of fully
2 functioning and sustainable, with JPJ agreeing to finance 32% of the total cost of
3 Project A and 32% of the total cost of Project B, and TMR agreeing to finance 68% of
4 the total cost of Project A and 68% of the total cost of Project B; and
5 WHEREAS, Project A for replacement of Pump No. 1 shall be funded solely from
6 the Capital Facilities Replacement Reserve, as provided herein; and
7 WHEREAS, Project B for repairs to Pump Nos. 2 and 3, shall be funded solely
8 from the Lake Pumps Repair Reserve, as provided herein; and
9 WHEREAS, as reflected in Exhibit B1, attached hereto and incorporated herein
10 by reference, the costs of both Projects A and B will vary depending on the lake water
11 depth at the time of the dive to repair/install the Lake Pumps; and
12 WHEREAS, as of the Effective Date, the total cost of Project A and Project B
13 combined, is estimated at $307,594, based on a dive depth of 50 to 100 feet. However,
14 if rainfall causes the lake water depth to rise, the dive depth may exceed 100 feet, with
15 the result that the dive team will require an onsite hyperbaric chamber (at an additional
16 cost of $26,400). Based on the foregoing, the total cost of both Project A and Project B,
17 is estimated at $307,594 or $333,994, if an onsite hyperbaric chamber is required (in
18 either case, the "Estimated Total Cost"); and
19 WHEREAS, the Estimated Total Cost shall be apportioned between Projects A
20 and B, with the estimated total cost of Project A under both dive depth scenarios as set
21 forth in Exhibit C1 and the estimated total cost of Project B under both dive depth
22 scenarios as set forth in Exhibit C2, both exhibits of which are attached hereto and
23 incorporated herein by reference, with Exhibits C1 and C2 also showing the cost
24 breakdowns for each Reservation Holder's respective percentage share of such costs;
25 and
26 WHEREAS, the Reservation Holders have, prior to the Effective Date, already
27 expended monies totaling $57,492.29 towards repair costs for Project B, with TMR
28 bearing 68% of such expense and JPJ bearing the remaining 32%; and
3
1 WHEREAS, the Reservation Holders have agreed to advance the total cost of
2 Project A to County on behalf of CSA 34, so that County may oversee and ensure that
3 Project A is completed; and
4 WHEREAS, the Reservation Holders have agreed to advance the total cost of
5 Project B (after deduction of the $57,492.29 already expended) to County on behalf of
6 CSA 34 so that County may oversee and ensure that Project B is completed; and
7 WHEREAS, the intent of the Parties under this Limited Obligation Reimbursable
8 Funding Agreement is to reimburse JPJ and TMR for each such Reservation Holder's
9 proportional costs associated with both Project A and Project B over a ten (10) year
10 period, but only to the extent funds, if any, in the Capital Facilities Replacement
11 Reserve and the Lake Pumps Repair Reserve, respectively, are available for the
12 respective designated purposes of these two separate funds.
13 NOW, THEREFORE, the parties hereto agree as follows:
14 SECTION I. OBLIGATIONS OF THE RESERVATION HOLDERS
15 A. Obligations of Reservation Holders:
16 1. PROJECT A:
17 JPJ shall pay to COUNTY 32% of the maximum estimated total cost of
18 Project A, as shown on Exhibit C1 ($42,293.33) not later than June 1,
19 2017.
20 TMR shall pay to COUNTY 68% of the maximum estimated total cost of
21 Project A, as shown on Exhibit C1 ($89,873.34) not later than June 1,
22 2017.
23 2. PROJECT B:
24 JPJ and TMR shall provide the products, labor and materials they have
25 already paid $57,492.29 for (as set forth in Exhibit D1) to COUNTY's
26 contractor(s) for use in completion of Project B, not later than May 15,
27 2017.
28 JPJ shall pay to COUNTY the sum of $46,187.22, which represents 32%
4
1 of the maximum estimated total cost of Project B, $64,584.75, as shown
2 on Exhibit C2 less JPJ's proportionate share of the total of the invoices
3 comprising Exhibit D1 (32% of $57,492.29 = $18,397.53), not later than
4 June 1 , 2017.
5 TMR shall pay to COUNTY the sum of $98,147.82, which represents 68%
6 of the maximum estimated total cost of Project B, $137,242.58, as shown
7 on Exhibit C2 less TMR's proportionate share of the total of the invoices
8 comprising Exhibit D1 (68% of $57,492.29 = $39,094.76), not later than
9 June 1 , 2017.
10 SECTION 11. OBLIGATIONS OF THE COUNTY
11 A. COUNTY shall hire all necessary contractors to complete Project A and B but
12 only upon the precondition that JPJ and TMR first fulfill their respective
13 obligations hereunder, as set forth in Section I hereinabove; and
14 Subject to Sections V and VI, herein:
15 B. COUNTY shall issue repayment of the actual amounts advanced by JPJ and
16 TMR for Projects A and B when payments fall due, in accordance with Section
17 IV. herein below and the payment schedules attached hereto as Exhibits E1
18 and E2, but solely to the extent of funds, if any, actually deposited in the Lake
19 Pumps Repair Reserve and the Capital Facilities Replacement Reserve,
20 respectively, in accordance with the Reservation Holders' respective
21 proportionate shares of the total cost of Project A and Project B, respectively.
22 C. Notwithstanding Section 11-B hereinabove, the Parties understand and
23 acknowledge that the costs set forth for both Project A and Project B (as
24 detailed in Exhibit 131, C1 and C2) are, as of the Effective Date, estimates of
25 the actual total cost of Project A and Project B, and may be subject to change
26 prior to completion of both projects. In such event, Exhibits B1, C1, C2 and the
27 repayment schedules constituting Exhibits E1 and E2 will be modified
28 accordingly to reflect the actual costs of Project A and Project B. However, in
5
1 no event shall the repayments hereunder for Project A exceed the amount
2 of $132,166.67 (with a maximum of $42,293.33 payable to JPJ and a
3 maximum of$89,873.34 payable to TMR). Further, in no event shall the
4 repayments hereunder for Project B exceed the amount of $201,827.33
5 (with a maximum of $64,584.75 payable to JPJ and a maximum of
6 $137,242.58 payable to TMR).
7 SECTION III. TERM
8 This Agreement shall commence on the Effective Date of this Agreement and
9 terminate on October 1, 2027 or the actual date in year 2027 that COUNTY issues (but
10 only to the extent of available funds in the Capital Facilities Replacement Reserve and
11 the Lake Pumps Repair Reserve, respectively, as stated herein) the 1011 and final
12 payment to each Reservation Holder, whichever is later.
13 SECTION IV. REPAYMENTS OF TOTAL COST
14 Subject to Sections II and V and VI, herein:
15 A. COUNTY shall process all repayments 45 days in advance to meet the
16 annual October 1 payment due date.
17 B. JPJ agrees that 0% interest shall be applied to repayment of JPJ's
18 proportionate share of the total costs of Project A and Project B.
19 C. TMR agrees that 0% interest shall be applied to repayment of TMR's
20 proportionate share of the total cost of Project A and Project B.
21 SECTION V. NO GUARANTEE OF FULL REPAYMENT
22 A. Each Reservation Holder hereby acknowledges and agrees that the Capital
23 Facilities Replacement Reserve may not contain sufficient funds to fully repay
24 each Reservation Holder their respective proportionate share of the actual
25 total cost of Project A. In the event the funds in the Capital Facilities
26 Replacement Reserve are insufficient to fully pay both Reservation Holders
27 their repayment amounts herein on any of the first nine (9) payment dates,
28 each Reservation Holder may only be paid their pro rata share solely from
6
1 then-available monies deposited in the Capital Facilities Replacement
2 Reserve and any difference in each Reservation Holder's repayment amount
3 then due that cannot be paid due to the lack of funding shall carry over to the
4 following year or years, provided however, in the event that funds in the
5 Capital Facilities Replacement Reserve are inadequate to fully pay each
6 Reservation Holder its proportionate share of the actual total cost of Project A
7 when the final October 1, 2027 falls due, each Reservation Holder may only
8 then receive a final payment, if any, based on that Reservation Holder's pro
9 rata share of the total costs of Project A, solely from the then-available
10 monies, if any, deposited in the Capital Facilities Replacement Reserve, to
11 the extent of that Reservation Holder's remaining balance due.
12 B. Each Reservation Holder hereby acknowledges and agrees that the Lake
13 Pumps Repair Reserve may not contain sufficient funds to fully repay each
14 Reservation Holder their respective proportionate share of the actual total
15 cost of Project B. In the event the funds in the Lake Pumps Repair Reserve
16 are insufficient to fully pay both Reservation Holders their repayment amounts
17 herein on any of the first nine (9) payment dates, each Reservation Holder
18 may only be paid their pro rata share solely from then-available monies
19 deposited in the Lake Pumps Repair Reserve and any difference in each
20 Reservation Holder's repayment amount then due that cannot be paid due to
21 the lack of funding shall carry over to the following year or years, provided
22 however, in the event that funds in the Lake Pumps Repair Reserve are
23 inadequate to fully pay each Reservation Holder its proportionate share of the
24 actual total cost of Project B when the final October 1, 2027 falls due, each
25 Reservation Holder may only then receive a final payment, if any, based on
26 that Reservation Holder's pro rata share of the total costs of Project B, solely
27 from the then-available funds, if any, deposited in the Lake Pumps Repair
28 Reserve, to the extent of that Reservation Holder's remaining balance due.
7
1 C. Each Reservation Holder further understands and acknowledges as follows:
2 The total cost of Project A constitutes replacement costs to be paid solely from
3 the Capital Facilities Replacement Reserve and the total cost of Project B
4 constitutes pump repair costs to be paid solely from the Lake Pumps Repair
5 Reserve. Accordingly, any deficiency in the Capital Facilities Replacement
6 Reserve in any given year (or at the end of the Term) may not be made up with
7 funds, if any, in the Lake Pumps Repair Reserve, or vice versa. In executing this
8 Agreement, both JPJ and TMR agree to accept the risk that they may not be paid
9 in full for their respective proportionate share of monies (including the amounts
10 reflected in Exhibit D1) contributed to the actual total cost of Project A, Project B,
11 or both Projects A and B.
12 SECTION VI. RESERVE FUND ASSESSMENTS
13 The Reservation Holders understand and acknowledge that (a) COUNTY has no
14 power or duty to maintain the assessments that fund either or both the Lake Pumps
15 Repair Reserve and/or the Capital Facilities Replacement Reserve, as it has no control
16 over the property owners served by CSA 34, (b) the COUNTY's sole obligation with
17 respect to such assessments is to administer the receipt of such assessments only for
18 so long as such assessments may be in effect, (c) any assessments that may have
19 been approved by the property owners served by CSA 34 to pay for pump repairs or
20 pump replacement are subject to the power of initiative to reduce or repeal under
21 Proposition 218 (Cal Constitution, Article XIIIC, sec. 3), (d) the County's obligations
22 under this Agreement are obligations limited to the express terms and conditions of this
23 Agreement, and in any event do not constitute an obligation of the County for which the
24 County is obligated to levy or pledge any form of taxation or for which the County has
25 levied or pledged any form of taxation, (e) no fund or account of the COUNTY, except
26 as expressly stated herein with respect to funds, if any, actually deposited in the Lake
27 Pumps Repair Reserve and/or Capital Facilities Replacement Reserve, respectively, is
28 pledged or obligated for the repayment of the amounts advanced hereunder by either or
8
1 both of the Reservation Holders, and (f) County does not have any obligations
2 otherwise under the law or in equity with respect to the subject of this Agreement. The
3 provisions of this Section VI shall survive the termination or expiration of this
4 Agreement.
5 SECTION VII. NOTICES
6 The persons and their addresses having authority to give and receive notices
7 provided for or permitted under this agreement include the following:
8 For the County:
County of Fresno
9 Department of Public Works and Planning
Resources Division, Special Districts, CSA 34
10 2220 Tulare Street, 6t" Floor
Fresno, California 93721
11
For JPJ:
12 John Bonadelle
JPJ Incorporated
13 7030 North Fruit Avenue, Suite 101
Fresno, California 93711
14
For Table Mountain Rancheria:
15 Dan Casas
Legal Counsel
16 23736 Sky Harbour Road
P.O. BOX 410
17 Friant, California 93626
18 All notices between the Parties provided for or permitted under this Agreement must be
19 in writing and delivered either by personal service, by first-class United States mail, by
20 an overnight commercial courier service, or by telephonic facsimile transmission.
21 1. A notice delivered by personal service is effective upon service to the
22 recipient.
23 2. A notice delivered by first-class United States mail is effective three
24 County business days after deposit in the United States mail, postage prepaid,
25 addressed to the recipient
26 3. A notice delivered by an overnight commercial courier service is effective
27 on County business day after deposit with the overnight commercial courier service,
28 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
9
1 the recipient.
2 4. A notice delivered by telephonic facsimile is effective when transmission to
3 the recipient is completed (but, if such transmission is completed outside of County
4 business hours, then such delivery shall be deemed to be effective at the next
5 beginning of a County business day), provided that the sender maintains a machine
6 record of the completed transmission.
7 For all claims arising from or related to this agreement, nothing in this agreement
8 establishes, waives, or modifies any claims presentation requirements or procedures
9 provided by law, including but not limited to the Government Claims Act (Division 3.6 of
10 Title 1 of the Government Code, beginning with section 810).
11 SECTION VIII. INDEMNIFICATION
12 JPJ agrees to indemnify, save, hold harmless, and at COUNTY'S request,
13 defend the COUNTY, its officers, agents, and employees from any and all costs and
14 expenses, damages, liabilities, claims, and losses occurring or resulting to COUNTY in
15 connection with the performance, or failure to perform, by JPJ, its officers, agents, or
16 employees under this Agreement, and from any and all costs and expenses including
17 attorney's fees and court costs, damages, liabilities, claims, and losses occurring or
18 resulting to any person, firm, or corporation who may be injured or damaged by the
19 performance, or failure to perform, of JPJ, its officers, agents, or employees under this
20 Agreement.
21 TMR agrees to indemnify, save, hold harmless, and at COUNTY'S request,
22 defend the COUNTY, its officers, agents, and employees from any and all costs and
23 expenses, damages, liabilities, claims, and losses occurring or resulting to COUNTY in
24 connection with the performance, or failure to perform, by TMR , its officers, agents, or
25 employees under this Agreement, and from any and all costs and expenses including
26 attorney's fees and court costs, damages, liabilities, claims, and losses occurring or
27 resulting to any person, firm, or corporation who may be injured or damaged by the
28 performance, or failure to perform, of TMR, its officers, agents, or employees under this
10
1 Agreement.
2 The provisions of this Section VIII shall survive the termination or expiration of
3 this Agreement.
4 SECTION IX. DISCLOSURE OF SELF-DEALING TRANSACTIONS.
5 This section applies to JPJ, if JPJ is operating as a corporation, or during the
6 term of this Agreement changes its status to operate as a corporation. If any member of
7 JPJ's board of directors is party to a self-dealing transaction during the term of this
8 agreement, he or she shall disclose the transaction by completing and signing a "Self-
9 Dealing Transaction Disclosure Form" (Attachment 1 to this agreement) and submitting
10 it to the County before commencing the transaction or immediately after. "Self-dealing
11 transaction" means a transaction to which JPJ is a party and in which one or more of its
12 directors, as an individual, has a material financial interest.
13 SECTION X. MODIFICATION
14 Any matters of this Agreement may be modified from time to time by the written
15 consent of all the Parties, without, in any way, affecting the remainder.
16 SECTION XI. NON-ASSIGNMENT
17 Neither JPJ nor TMR may assign their rights or delegate their obligations under
18 this Agreement without the prior written consent of the County.
19 SECTION XII. GOVERNING LAW/VENUE
20 The Parties agree that for the purposes of venue, performance under this
21 Agreement is to be in Fresno County, California. The rights and obligations of the
22 Parties and all interpretation and performance of this Agreement shall be governed in all
23 respects by the laws of the State of California.
24 TMR agrees to submit to the jurisdiction of the Superior Court of the State of
25 California in and for the County of Fresno and agrees not to assert sovereign immunity
26 as an affirmative defense against the County only if such an action is brought under the
27 following conditions: (1) the action is brought against the Tribe (TMR) by the County; (2)
28 the action is brought to enforce the terms of this Agreement or to seek a declaration of
11
1 the Tribe's or the County's rights or obligations under the terms of this Agreement
2 SECTION XIII. ENTIRE AGREEMENT
3 This Agreement, including all Exhibits, constitutes the entire Agreement among
4 County, JPJ and TMR with respect to the subject matter hereof and supersedes all
5 previous agreement negotiations, proposals, commitments, writings, advertisements,
6 publications and understandings of any nature whatsoever unless expressly included in
7 this Agreement.
8 SECTION XIV. SEVERABILITY
9 If anything in this Agreement is found by a court of competent jurisdiction to be
10 unlawful or otherwise unenforceable, the balance of this Agreement remains in effect.
11 SECTION XV. AUTHORITY
12 Each Party represents and warrants to the other Parties that the person(s) signs
13 signing this Agreement on behalf of such Party (A) is duly authorized to execute and
14 deliver this Agreement on behalf of the Party for which he or she signs, and (B) his or
15 her signing of this Agreement is binding upon the Party for which he or she signs.
16 SECTION XVI. COUNTERPARTS
17 This Agreement may be executed in counterparts, each of which is deemed an
18 original, but all of which together constitute the same agreement.
19 SECTION XVII. NO THIRD PARTY BENEFICIARIES
20 This Agreement does not and is not intended to create any rights or obligations
21 for any person or entity except for the Parties. There shall not be any intended third
22 party beneficiaries to this Agreement.
23 Executed as of the date written on page 1 of this Agreement.
24
25
26
27
28
12
1 J.P.J., IngpTorated, a California COUNTY OF FRESNO:
2 Corpor on:
BY: ZL a ,n
3 Pr ident/Vice- �!! BY:
BRIAN PACHECO, CHAIRMAN
4 BOARD OF SUPERVISORS
Dual Signature Requir .
5 Treasurer/Secretary DATE: nox Its ;k1
6 �ZZ 7a0N, x-r-w Hub dla r,,.4. CA— ATTEST:
7 Mailing Address 4i—.7 BERNICE E. SEIDEL
Table Mountain Rancheria Band of CLERK TO THE BOARD OFSUPERVISORS
8 Indians, a federally-recognized
soverei n Indian tribes _ BY
10 DEPUTY
me _y'\
11 Print Name & Title APPROVED AS TO LEGAL FORM:
12 DANIEL C. CEDERBORG, COUNTY
13 Mailing Address COUNSEL
REVIEWED AND RE MMENDED BY:
14 FOR APPROVAL:
D T
15
BY: APPROVED AS TO ACCOUNTING
16 STEVEN E. WHITE, DIRECTOR, FORM:
DEPARTMENT OF PUBLIC WORKS
17 AND PLANNING
BY: � � ,
18 OSCAR J. GARCIA, .P.A.
FOR ACCOUNTING USE ONLY AUDITOR-CONTROLLER/
19 TREASURER-TAX COLLECTOR
Department of Public Works and
20 Planning
21 CSA No. 34 Millerton New Town
Project No.: S340001
22 Fund: 0830
Subclass: 16000
23 Org, No. 9174
PROJECT A
24 Account No.: 4989
Account No.: 8400
25 Program No.: 91343
PROJECT B
26 Account No.: 5059
Account No.: 7219
27
G:\4360Resources\SPECIAL DISTRICTS\CSA\CSA 34\FAILURES-ALL\Pump 3 Check Valve
28 Failure 2015\3rd Dive-Install Pumps\Fun6ng Agreements\Board Date 5-16-201TFina1-
Agreement.Docx
13
ATTACHMENT 1
SELF-DEALING TRANSACTION DISCLOSURE (FINANCIAL)
Non-corporate bidders may disregard this section.
Bidders shall complete a SELF-DEALING TRANSACTION DISCLOSURE FORM, provided
herein, for each applicable corporate director of the bidding company. The signed form(s)
shall be submitted as a part of the company's proposal or quotation.
Complete the form and indicate "NONE" under part 3 when your company is a corporation and
no directors are involved with a Self-Dealing Transaction. The form must be signed by an
individual authorized to legally bind the corporation when no directors have a Self-Dealing
Transaction.
DISCLOSURE OF SELF-DEALING TRANSACTIONS: The following provision will be
incorporated into ensuing agreements. It shall apply only when the CONTRACTOR is
operating as a corporation (a for-profit or non-profit corporation) or if during the term of the
agreement, CONTRACTOR changes its status to operate as a corporation.
This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit
or non-profit corporation) or if during the term of this agreement, the CONTRACTOR changes
its status to operate as a corporation.
Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing
transactions that they are a party to while CONTRACTOR is providing goods or performing
services under this agreement. A self-dealing transaction shall mean a transaction to which the
CONTRACTOR is a party and in which one or more of its directors has a material financial
interest. Members of the Board of Directors shall disclose any self-dealing transactions that
they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form
(Exhibit#) and submitting it to the COUNTY prior to commencing with the self-dealing
transaction or immediately thereafter.
SELF-DEALING TRANSACTION DISCLOSURE FORM INSTRUCTIONS
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 which
one or more of its directors has a material financial interest"
The definition above will be utilized for purposes of completing the disclosure form.
(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 Codes.
(5) Form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
Form provided on following page.
SELF-DEALING TRANSACTION DISCLOSURE FORM
(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:
w
�oU CSA 34 - Millerton New Town, CSA 34A - Brighton Crest, N
o CSA 34C - Bella Vista W E
DES Department of Public Works and Planning S
Millerton Lake �i,�,
U G
I m
m
MILLERTON
�2
z
Eq
Z� WESTMERE STMERE
FAI
\pG�I`�'•'r' 9 O
CSA 34C BEL`LA-VISTA y 9�N
�.0 �� ,£P HTONGR i � W
CSA 344BRIGHION CREST
-'o )1
CSA 34 MILLERTON NEW TOWN
CSA 34,34A, 34C
OO CJ
U
Public Works and Planning GAPWP\Resources\Special Districts\CSA\CSA 34A\CSA 34A and 34C
Resources,Special Districts
EXHIBIT B1
f.- O N O O O O Q)
> M O a7 O O O O
M CDV CD 00 V) M
Q
C3,
O (D (D 64 69 I-- 69 M
69 69 69 M
C w
C O
r H
L
O (D O )D O O C
d O N (D 6E9 69 N
O
C
Q) C N
m
7
m CY
V O.
io s E U)
CL `) a
n E E
3 otf
L. .� Z E .c o_ n
o IT
.� n
m cai o c m o `o 0
m o cn
� ui a c m
a o (n a)
O O
Q o 0 � a o N
U aco o c O o
O
O O) O
m U Ld L N L c >
CL a)v m O
avi t o E 0' O N O F-
o U E
d ~ d co c .c a w m fn 3
o (i w
C 2cd > O_a
m C) 3 C) a) E m m w i) > x
Q C) a) O 7 � .? a) O C
Z v) LL (v u v W iv c
C1
O
a � C o C C I
m L o LO m 1 rn � r `n o
64 (A 6% f+9 M
N4
E C o
o .- F
U O
� r
w (D O N O O O O
m (�D O 7 O C O
E
d
� > O N (D d�4 � �fH N
ui 0 L) EA GPl 64 64 6%
(� L
O 0
F
r
(D •C N C! C!
G
7
d CY
V O.
O. U o O_ d
4) :° n E E
_ + O d O
O 3 p a)
7
L ,a. Z E t n n
.Q M a a) LiO_ O
CDc O
O E (n d
a) a)co
E Q � •_
o (� c v � o m �' ca 0
a o o m o O c un
'a U O) U O
ILI _c a c m 0
O c E w N w O F-
3 U
F- o � a -o o w° :n E
a- coa ca n J Y E
o o a) E m > m y a M
z a5 a' m o o w OM
EXHIBIT C1
PROJECT A -
PROJECT A - TOTAL ESTIMATED COST RESERVATION
(Reimbursed from Capital Facilities Replacement Reserve) HOLDERS
PROPORTIONAL SHARE
DIVE DEPTH 50' TO 100' (50' TO 100')
Dive Labor(50'to 100' depth for one pump) $ 31,366.67 TMR JPJ
100 HP Pump/Motors Assembly(New + Sleeve, spiders) $60,000.00 68% 32%
Gaskets, fastening hardware (per pump) $ 1,000.00
Electrical (Conductors/Conduits) (per pump) $ 26,000.00
County Staff(associated labor) $ 5,000.00
Total $123,366.67 $83,889.34 $39,477.33
DIVE DEPTH OVER 100' ( Over 100')
Dive Labor(Over 100' depth for one pump) $ 40,166.67 TMR JPJ
100 HP Pump/Motors Assembly(New + Sleeve, spiders) $60,000.00 68% 32%
Gaskets, fastening hardware (per pump) $ 1,000.00
Electrical (Conductors/Conduits) (per pump) $ 26,000.00
County Staff(associated labor) $ 5,000.00
Total $132,166.67 1 $89,873.34 $42,293.33
EXHIBIT C2
PROJECT B - TOTAL ESTIMATED COST PROJECT B -
(Reimbursed from Lake Pumps Repair Reserve) RESERVATION HOLDERS
PROPORTIONAL SHARE
DIVE DEPTH 50' TO 100' (50' to 100')
Dive Labor(50' to 100' depth for two pumps) $ 62,733.33 TMR JPJ
100 HP Pump/Motors Assembly (New and Rebuilt) $53,372.00 68% 32%
Pump End Rebuild (includes new motor/pump adapter housing, coupling, etc.) $4,122.00
Gaskets, fastening hardware (per pump) $ 2,000.00
Electrical (Conductors/Conduits) (per pump) $ 52,000.00
County Staff(associated labor) $ 10,000.00
Total $ 184,227.33 7125,274.58 $58,952.75
DIVE DEPTH OVER 100' (over 100')
Dive Labor(Over 100' depth for two pumps) $ 80,333.33 TMR JPJ
100 HP Pump/Motors Assembly (New and Rebuilt) $53,372.00 68% 32%
Pump End Rebuild (includes new motor/pump adapter housing, coupling, etc.) $4,122.00
Gaskets, fastening hardware (per pump) $ 2,000.00
Electrical (Conductors/Conduits) (per pump) $ 52,000.00
County Staff(associated labor) $ 10,000.00
Total $201,827.33 $137,242.58 $64,584.75
EXHIBIT D1
PROJECT B
Reservation Holders Prepaid Purchases
of Rebuilt and New Pumps
TMR Prepaid JPJ Prepaid
68% 32%
$39,094.76 $18,397.53
*Electric Motor Shop and Gleim-Crown Pump Invoices are Attached
PAGE 1
Fresno PO Box 446 Invoice
� Fresno,CA 93709
CEIectr�imc N/lotor Shop, Inc. Customer Number Invoice Number
CASHT RS-RI16158
Ph:559.650.1153 Contact Order Date Shipped Date Invoice Date
Fx:559.650.1111 JOHN BONADELLE 12/22/2016 2/27/2017 2/27/2017
Bill To: Paid Ship To:
JPJ, INC. JPJ, INC.
Attn:JOHN BONADELLE Attn:JOHN BONADELLE
7030 N FRUIT#101 7030 N FRUIT#101
FRESNO, CA 93711 FRESNO, CA 93711
Ship Via Terms Received By Customer PO Original Order#
Will Call COD BONADALLE RS-R15947
Make HITACHI Rating 100 HP RPM 1800
Rated V.460 Model S21932H Pump-Make GOULDS
Pump-Model 8X11CHC-6 STAGE Pump-Head 353.4 Pump-Size 8X11
Pump-GPM 850
Required Work
(2)NEW MOTORS BEING ORDERED-PUMPS SENT TO GLEIM-CROWN PUMP FOR ESTIMATE TO REPAIR PUMPS AND REPLACE MOTOR
MOUNT ON ONE PUMP-WHEN MOTORS ARRIVE AND PUMPS ARE REPAIRED-EMS WILL ASSEMBLE NEW MOTORS TO REPAIRED
PUMPS AND STORE AT OUR FACILITY UNTIL MARCH OR APRIL WHEN PUMPS CAN BE INSTALLED
Product ID Qty Ship Description Sales Price Total
100HP HITACHI SUB 2 2 HITACHI MOTOR, 100 HP, 1800 RPM,460 VOLTAGE, FRAME, 23,780.00 47,560.00
SUBMERSIBLE ENCLOSURE, SERIAL#
Freight-RS 2 2 INBOUND FREIGHT 300.00 600.00
Labor 2 2 LABOR TO INSTALL PUMPS ON MOTORS 685.00 1,370.00
ESERVATION HOLDERS PROPORTIONAL SHA
TMR JPJ
$36,292.12 $17,078.64
1.5%Per Month Interest Will Be Assessed on Past Due Invoices. Labor: 1,370.00
PLEASE REMIT TO:PO BOX 446,FRESNO, CA 93709
Materials: 48,160.00
Freight: 0.00
7.9750% Other: 0.00
Sales Tax: 3,840.76
Thank You! Total: 53,370.76
Our Tax ID: Your Tax ID: Page 1
Taxable Material 48,160.00 Taxable Labor 0.00
PAGE 2
CALIF.STATE CONTRACTORS LICENSE#194577
"The House of Service"
0 o GLEIM-CROWN PUMP Inc. P.O.BOX 12585 Invoice
PHONE 266-0584
PRESSURE SYSTEMS&WELLS-DEEP WELL TURBINES Date
FRESNO,CALIFORNIA 2/10/2017
--REPAIRS&SERVICES FOR ALL PUMPS-- 93778-2585
Invoice#
L 27619
Bill To T4 Ship To
Bonadelle Homes
7030 N.Fruit#101
Fresno Ca.93711
P.O. Number Terms Ship Via F.O.B.
2/10/2017
Quantity Item Code Description Price Each Amount
Option change all bearings and shaft on both pumps
2 Parts Adapter bearing 57.20 114.40T
10 Parts Intermediate bearing 57.20 572.00T
2 Parts Discharge bearings 258.02 516.04T
1 Parts Motor adapter bracket 789.69 789.69T
2 Parts 1.6875X73.15 SS bowl shaft 275.94 551.88T
1 Parts Drive coupling 392.35 392.35T
Labor labor tear down pumps inspect make repairs and 951.00 951.00
reassemble with all new bearings and pump shaft
Sales Tax 7.975% 234.17
E
TION HOLDERS PROPORTIONAL SHA
JPJ
.64 $1,318.89
WWWU,-d-WWMk
Total $4,121.53
BY
BUYER SELLER
PAGE 3
EXHIBIT E1
CSA 34 LAKE PUMP REPAIR & REPLACEMENT: JPJ LOAN REPAYMENT SCHEDULE
Annual Payment Schedule for JPJ, Inc., 50'to 100' Annual Payment Schedule for JPJ, Inc., Over 100'
Loan Amount: $ 98,430.08 Loan Amount: $ 106,878.08
PROJECT A- PROJECT A-
Capital PROJECT B- Capital PROJECT B-
Replacement Pump Repair Replacement Pump Repair
JPJ, Inc.Total Share Repayment Repayment JPJ, Inc.Total Share Repayment Repayment
32% Amount Amount Payment Date 32% Amount Amount Payment Date
Payment 1: $ 3,947.73 $ 5,895.28 10/1/2018 Payment 1: $ 4,229.33 $ 6,458.48 10/1/2018
Payment 2: $ 3,947.73 $ 5,895.28 10/1/2019 Payment 2: $ 4,229.33 $ 6,458.48 10/1/2019
Payment 3: $ 3,947.73 $ 5,895.28 10/1/2020 Payment 3: $ 4,229.33 $ 6,458.48 10/1/2020
Payment 4: $ 3,947.73 $ 5,895.28 10/1/2021 Payment 4: $ 4,229.33 $ 6,458.48 10/1/2021
Payment 5: $ 3,947.73 $ 5,895.28 10/1/2022 Payment 5: $ 4,229.33 $ 6,458.48 10/1/2022
Payment 6: $ 3,947.73 $ 5,895.28 10/1/2023 Payment 6: $ 4,229.33 $ 6,458.48 10/1/2023
Payment 7: $ 3,947.73 $ 5,895.28 10/1/2024 Payment 7: $ 4,229.33 $ 6,458.48 10/1/2024
Payment 8: $ 3,947.73 $ 5,895.28 10/1/2025 Payment 8: $ 4,229.33 $ 6,458.48 10/1/2025
Payment 9: $ 3,947.73 $ 5,895.28 10/1/2026 Payment 9: $ 4,229.33 $ 6,458.48 10/1/2026
Payment 10: $ 3,947.73 $ 5,895.28 10/1/2027 Payment 10: $ 4,229.33 $ 6,458.48 10/1/2027
Total Repayment $ 39,477.33 $ 58,952.75 1 ITotal Repayment $ 42,293.33 $ 64,584.75
EXHIBIT E2
CSA 34 LAKE PUMP REPAIR & REPLACEMENT: TMR LOAN REPAYMENT SCHEDULE
Annual Payment Schedule for TMR, 50'to 100' Annual Payment Schedule for TMR, Over 100'
Loan Amount: $ 209,163.92 Loan Amount: $ 227,115.92
PROJECT A- PROJECT A-
Capital PROJECT B- Capital PROJECT B-
Repalcement Pump Repair Replacement Pump Repair
TMR Total Share Repayment Repayment TMR Total Share Repayment Repayment
68% Amount Amount Payment Date 68% Amount Amount Payment Date
Payment 1: $ 8,388.93 $ 12,527.46 10/1/2018 Payment 1: $ 8,987.33 $ 13,724.26 10/1/2018
Payment 2: $ 8,388.93 $ 12,527.46 10/1/2019 Payment 2: $ 8,987.33 $ 13,724.26 10/1/2019
Payment 3: $ 8,388.93 $ 12,527.46 10/1/2020 Payment 3: $ 8,987.33 $ 13,724.26 10/1/2020
Payment 4: $ 8,388.93 $ 12,527.46 10/1/2021 Payment 4: $ 8,987.33 $ 13,724.26 10/1/2021
Payment 5: $ 8,388.93 $ 12,527.46 10/1/2022 Payment 5: $ 8,987.33 $ 13,724.26 10/1/2022
Payment 6: $ 8,388.93 $ 12,527.46 10/1/2023 Payment 6: $ 8,987.33 $ 13,724.26 10/1/2023
Payment 7: $ 8,388.93 $ 12,527.46 10/1/2024 Payment 7: $ 8,987.33 $ 13,724.26 10/1/2024
Payment 8: $ 8,388.93 $ 12,527.46 10/1/2025 Payment 8: $ 8,987.33 $ 13,724.26 10/1/2025
Payment 9: $ 8,388.93 $ 12,527.46 10/1/2026 Payment 9: $ 8,987.33 $ 13,724.26 10/1/2026
Payment 10: $ 8,388.93 $ 12,527.46 10/1/2027 Payment 10: $ 8,987.33 $ 13,724.26 10/1/2027
Total Repayment $ 83,889.34 $ 125,274.58 1 ITotal Repayment $ 89,873.34 $ 137,242.58