HomeMy WebLinkAbout67827CONSULTANTSERVICESAGREE~~
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THIS AGREEMENT is made and entered into this~day o~f'Je;(20~
2 between the County of Fresno, a political subdivision of the State of California, (hereinafter
3 called "COUNTY"), and RDT Architecture & Interior Design, Inc. a California Corporation,
4 located at 315 E. Cornell Avenue, Fresno, CA., 93704, (California State License number
5 C 11220) (hereinafter called "CONSULTANT").
6 WITNESSETH:
7 WHEREAS, the COUNTY desires to retain a professional CONSULTANT to assist the
8 COUNTY Development Services and Capital Projects Division Manager or his/her designated
9 Project Manager in. completing various projects in the COUNTY's Capital Improvement
10 Programs and other COUNTY projects; and
11 WHEREAS, consistent with COUNTY Ordinance Code Chapter 4.10 and the Board of
t 2 Supervisors' adopted Policy governing the selection of architects, engineers, and other
13 professionals, a selection committee selected said CONSULTANT to provide the COUNTY
14 with Architectural services for said projects; and
15 WHEREAS, the COUNTY Development Services and Capital Projects Division
16 Manager or his/her designated Project Manager shall administer this Agreement; and
17 WHEREAS, the professional Architectliral services of the CONSULT ANT may be
18 utilized by the Department of Public Works and Planning and other COUNTY Deprutments;
19 and
20 WHEREAS, staffing levels of COUNTY personnel may not be sufficient to perform
21 Architectural services for all projects, and
22 WHEREAS, said CONSULTANT represents that it is qualified and willing to perform
23 Architectural services.
24 NOW, 11-IEREFORE, the parties hereto have and by these presents do agree as follows:
25 I. CONTRACTING OF CONSULTANT: BASIC PARAMETERS
26 A. The COUNTY hereby contracts with the CONSULTANT as an independent
27 contractor to provide Architectural services as described in Article II and enumerated in Article
28 III herein.
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CONSULTANT SERVICES AGREEMENT
1 B. The CONSULTANT's services shall be performed as expeditiously as is
2 consistent with professional skill and the orderly progress of the work, based on project
3 schedules prepared by the COUNTY.
4 C. The CONSULTANT shall notify the COUNTY ofthe names and classifications
5 of employees assigned to a project, and shall. not change such assignments without prior
6 notification to and approval by COUNTY.
7 D. If requested by the COUNTY, the CONSULTANT shall retain qualified sub
8 consultant(s) to assist in completing the work. All sub consultants used by the CONSULTANT
9 shall be approved by the COUNTY before they are retained by the CONSULTANT, which
10 approval shall not be unreasonably withheld. Should CONSULT ANT retain sub consultants,
11 the maximum Total Fee compensation that may be paid to CONSULTANT hereunder, as
12 specified in Article V below, shall not be increased.
13 E. The CONSULT ANT shall not submit bids, or sub-bids, for the contract
14 construction phase of any project for which CONSULTANT .provides services hereunder. The
15 CONSULTANT, and all other service providers , shall not provide any project related services
16 fo r, or receive any project related compensation from any construction contractor, subcontractor
17 or service provider awarded a construction contract for all or ari.y portion of any project for
18 which CONSULTANT provides services hereunder. The CONSUl, TANT, and all other service
19 providers, may provide services for, and receive compensationfrom a construction contractor,
20 subcontractor or service provider who has been awarded a construction contract for all or any
21 portion of such a project, provided that such services are provided for, and compensation
22 receiv.ed for, work outside the scope of this Agreement.
23 The contact person(s) for the CONSULTANT shall be :
24 Name: Robert Tomasevich, AlA Position: Principal
25 Telephone: (559) 515-:6593
26 E-Mail: rtomasevich@rdtarch.com
27 //
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CONSULT ANT SERVICES AGREEMENT
II. DESCRIPTION OF SERVICES COVERED BY TillS AGREEMENT:
The services covered by this Agreement is for all or a portion of the services allowed
within the professional discipline limits as defined in California State License Law for various
projects on an as needed basis. The CONSULT ANT agrees to provide the professional services
that are necessary for each project when expressly authorized in writing by the CoWlty. Such
work by CONSULTANT shall not begin until CONSULT ANT has received a written Notice to
Proceed from the COUNTY authorizing the necessary project services, the agreed upon not-to-
exceed fee for the project in accordance with the approved hourly fee schedule (Exhibit A,
attached) and scope of work. All submittals of documents associated . with the project by the
CONSULTANT shall be made in both hard copy and electronic fonnat or as required by the
CoWlty.
III. CONSULTANT'S SERVICES:
CONSULTANT shall be responsible to provide pattial or complete services to
COUNTY as allowed by State license law within his/her specific license category as requested
by the COUNTY.
IV. COUNTY'S OBLIGATIONS:
The COUNTY will, for each project:
A. Compensate the CONSULT ANT as provided in this Agreement.
B. Provide a ''COUNTY Representative" who will represent the COUNTY and who
will coordinate with the CONSULT ANT as appropriate to facilitate CONSULT ANT'S
perfonnance of its obligations under this Agreement.
The County shall:
1 .. Provide basic design layouts and drawing layouts as may be required for each
project unless othenvise agreed by the COUNTY and the CONSULTANT.
2. Prepare the title sheet for each project's plans unless otherwise agreed by the
COUNTY and the CONSULTANT.
3. Loan or provide copies of any available building plans to the CONSULT ANT .
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1 4. Examine documents submitted to the COUNTY by the CONSULT ANT and
2 timely ren der de cisi ons pertaining thereto.
3 5. Provide communication between the CONSULTANT and COUNTY officials
4 and commissi ons (inc luding user Department).
5 C. Give reasonably prompt con s iderat ion to all matters s ubmitted by the
6 CONSULTANT for approval to the end that there will be no substantial delays in the
7 CONSULTANT's ·program of wo rk. Any approval , authorization or request to the
8 CONSULTANT gi ve n by the COUNTY will be binding up on the COUNTY under the terms of
9 this Agreement only if it is made in writing and signed on behalf of the COUNTY by the
10 CO UNTY Representative or hi s/her designee.
11 V. COMPENSATION:
12 A. Total Fee:
13 I. Notwi ths tanding any other pro visions in this Agreement, the Total Fee for the
14 services required under this Agreement shall not exceed a total amount of five hundred
15 thousand dollars ($500,000) over the entire term of thi s Agreement, wh ich shall be co mputed at
16 the hourly and cost rates shown in Exhibit A, attached hereto and incorp orated here in, and not
17 to exceed agree d maximums fo r each phase of each project.
18 2. The rates listed here in are to remain in effect for the durat ion of this Agreement.
19 Rates may be renegotiated annually after the first anniversary from the date of execution of this
20 Agreement at CONSULTANT's request. CONSULTANT's request for annual rate adjustments
21 may not exceed the Engineering News Record's Construc tion Cost Index or the California
22 Consumer Price Index as publi shed by the California Department of Industrial Relations for the
23 year, whichev er is lower.
24 B. Basic Fee:
25 1. Within the Total Fee amount of [five hundred thousan d do llars ($500 ,000) over
26 the entire term ofthis Agreement, the Basic Fee for each project shall be as mutuall y agreed to
27 in writing between CONSULTANT and Capital Proj ects Division Manager o r his/her
28 designated representative.
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2. All expenses incidental to CONSULT ANT's performance of services under
Article III of this Agreement shall be borne by CONSULTANT. Incidental expenses include,
but may not be lim ited to, transportation and travel, postage and courier services , photo and
duplicating services, telephone and facsimile charges, computer storage media, drawing and
plotting media, printing of "check print" plans and plan sets and documents specificaJly required
by the provision s of Article Ill of this Agreement.
3. CONS ULTAN T shall not add m arkup percentages or costs to sub consultant's
costs or incidental costs unless expressly authorized in writing by the COUNTY.
a. If the CONSULT ANT becomes aware of potential unforeseen expenses that
would not be covered by the Basic Fee agreed to for a project, CONSULTANT shall infonn the
COUNTY in writing of the extent and nature of such expenses or services. Upon mutual
agreement of the C ONSULTANT and the COUNTY, the scope of work and agreed fee for a
project may be amended in writing to cover such unforeseen expense or cost .
C. Payments:
l. Progress payments will be made by the COUNTY upon receipt of the
CONSULTANT's monthly invoices and approva l by COUNTY thereof based on the
COUNTY's evaluation of the com p leti on of th e respective components of the project(s).
Invoices shall clearly identify the specific project, the phase 9f the project, the percent of the
work completed, agreed maximum fee, and description of the work perfonned, and s hall be
submitted with the documentation identified in paragraph V.C.5 below. CONSULTANT shall
submit separate invoice s for each phase of each project for work bein g performed under thi s
Agreement. Invoices shall be forw arded to:
William Kettler, Manager
D evelopment Services and Capital P rojects Division
Fre sno County Public Works & Planning Department
2220 Tulare Street, Suite 610
Fresno, CA 93721-2 104
2. Upon receipt of a proper invoice, the COUNTY D epartment of Public Works &
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Planning will take a maximum of five (5) working days to review, approve, and submit it to the
2 COUNTY Auditor-Controller I Treasurer-Tax Collector. Un satisfactory or inaccurate invo.ices
3 will be returned to the CONSULT ANT for correction and r esubmittal. Payment, less retention ,
4 will be is sued to CONSULTANT within forty (40) calendar days of the date the Auditor-
5 Controll~rrrreasurer-Tax Collector receives th e approved invoice.
6 3. COUNTY is entitled to and shall withhold a five percent (5%) retention from the
7 earned compensation in accordance with the provisions ·of Article VII of this Agreement.
8 4. An unresolved dispute over a possible negligent error or omission may cause
9 payment of CONSULTANT fees in the disputed amount to be withheld by the COUNTY.
10 5. Concurrently with the invoices, the CONSULT ANT shall provide on COUNTY
11 request, pre-approved documentation, that complete p ayment, less a five percent (5%) retention,
12 h as been made by CONSULTANT to all sub consultants as provided herein for all previous
13 invoices paid by the COUNTY. However, the parties do not intend that the foregoing creates in
14 any sub consultant or subcontractor a third party beneficiary status or third party beneficiary
15 rights, and expressly disclaim any such status or rights.
16 6. Final invoice, and separate invoice for retentions, shall be submitted to COUNTY no
17 later than thirty (30) days after a specific project is completed. Payment for retentions for each
18 proj ec t shall not be made until all services are completed for that project in accordance with the
19 provisions of Article III.
20 7. In the event the COUNTY reduces the scope of a specific project, the
21 CONSULTANT will be compensated on an hourly bas is, not to exceed the agreed maximum for
22 that authorized phase, for actual work completed and accepted by the COUNTY in accordance
23 with the terms of this Agreement.
24 VI . COMPENSATION RECORDS:
25 The CONSULTANT shall keep complete records for the period of time referenced in Article
26 Vlll.C showing the hours and description of activities performed by each person who works on
2 7 the project and all associated costs or charges applicable to work covered by the basic fee. The
28 CONS ULTANT will be responsible for all sub consultants keeping similar records.
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1 VII. RETENTION FROM EARNED COMPENSATION:
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The COUNTY is entitled to and may withhold a five percent (5%) retention from the earned
compensation of the CONSULTANT separately for each project. Such retention from earned
compensation may, at the COUNTY'S option, be applied to all phases of the consultant services
of a project to be provided under this Agreement, including those phases completed.
VITI. AUDITS, ACCOilli'TING AND INSPECTIONS ACCESS:
A. The· CONSULTANT shall establish accounting and bookkeeping practices
including, but not limited to, employee time cards, payrolls, and other records of transactions
including those to be paid from State Grant and Federal Grant funds in accordance with the
performance of this Agreement.
B. The C O NSULTANT shall at any time during regular bus.iness hours, and as often as
the COUNTY may deem necessary, make available for examination by the Comptroller General
of the United States, HUD, State of California or the COUNTY Auditor-Controller I Treasurer-
Tax Collector, or their authorized representatives, all of CONSULTANT'S records and data
with respect to matters covered by this Agreement. The CONSULTANT shall permit Federal,
State, or COUNTY authorities to audit a nd inspect all invoices, material s, payrolls, records of
personnel , conditions of employment, and other data relating to matters covered by this
Agreement.
C. The CONSULTANT shall be subject to the examination and audit of the Auditor
General for a period of three (3) years after final payment under this Agreement (Govemment
Code Section 8546.7).
IX. ERRORS OR OMISSION CLAIMS AND DISPUTES:
A. Definitions:
1. A "Consultant" is a duty California State licensed (professional discipline), or
other provider of professional services, acting as a business entity (owner, partnership,
corporation, j o int venture or other bu siness association) in accordance with the terms of an
Agreement with the COUNTY.
2. A "Claim" is a demand or assertion by one of the patties seeking, as a matter of
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l right, adjustment or interpretation of contract tenns, payment of money, extension of time,
2 change orders, or other relief with respect .to the tenns of the contract. The term "Claim" also
3 includes other disputes and matters in question between the COUNTY and CONSULTANT
4 arising ·out of or relating to the contract. Claims must be made by written notice. The
5 provisions of Government Code Section 901 , et seq., shall apply to every claim made to
6 COUNTY. The responsib ility to sub stantiate claims shall rest with the party making the claim.
7 The term "Claim" also includes any allegation of a negligent error or omission by the
8 CONSULTANT.
9 B. In the spirit of cooperation between the COUNTY and CONSULTANT, the
10 following procedures are established in the event of any claim or dispute by COUNTY or
11 CONSULTANT alleging a negligent error, act, or omission.
12 1. Claims, disputes or other matters in question between the parties, arising out of
13 or relating to this Agreement, shall not be subject to. arbitration, but shall be subject to the
14 following procedures.
15 2. The Capital Projects Division Manager or his/her designated representative of
16 and CONSULT ANT shall meet and confer and attempt to reach agreement on any dispute,
17 including what damages have occurred, the measure of damages and what proportion of
18 damages, if any, shall be paid by either party. The parties agree to consult and consider the use
19 of mediation or o ther form of dispute resolution prior to resorting to litigation.
20 3. If the COUNTY and CONSULTANT cannot reach agreement under the
21 immediately preceding paragraph IX.B.2, the disputed issues may, upon concurrence by all
22 parties, be submitted to a panel of three (3) for a recommended resolution. The
23 CONSULTANT and the COUNTY shall each select one (1) member ofthe panel, and the third
24 member shall be selected by the other two panel members. The discovery rights provided by
25 California Code of Civil Procedure for civil proceedings shall be available and enforceable to
26 resolve the di sputed issues. Either party requesting this dispute resolution process shall, when
27 invoking the rights to this panel, give to the other party a notice describing the claims, disputes
28 and other matters in question. Prior to twenty (20) days before the initial meeting of the panel,
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CONSULTANT SERVICES AGREEMENT
both parties shall submit all documents such party intends to rely upon to resolve such dispute.
If it is determined by the panel that any party has relied on such documentation, but h as failed to
previously submit such documentation on a timely basis to the other party, the other party shall
be entitled to a twenty (20) day continuance of such initia l meeting of the panel. The decision
by the panel is not a condition precedent to arbitration, mediation or litigation.
4. Upon receipt of the panel's recommended resolution of the dispute issues, the
COUNTY and the CON SULTANT shall again meet and confer and attempt to reach agreement.
If the parties still are unable to reach agreement, each party shall have recourse to all
appropriate legal and equitable remedies.
C. The procedures to be followed in the resolution of claim s and disputes may be
modified at any time by mutual agreement of the parties hereto.
D. The CONSULTANT shall continue to perform its obligations under this Agreement
pending resolution of any dispute, and the COUNTY shall continue to make payments of all
undisputed amounts due under this Agreement.
E. When a claim by either party has been made alleging the CONSULTANT's
negligent error, act, or omission, the COUNTY Capital Projects Division Manager or his/her
designated representative and the CONSULTANT shall meet and confer within twenty-one (2 1)
days after the written notice of th e claim has been provided.
X. JOINDER OF PARTIES:
The CONSULTANT, the CONSULTANTs consultants of any tier, subcontractors of any tier,
suppliers and construction lenders shall all be bound by the dispute resolution provisions of this
Agreement, and immediately upon demand of COUNTY or CONSULTANT, shall participate
in and shall become parties to th e dispute reso lution process, provided they have signed any
docwnent that incorporates or refers to the dispute resolution provisions of this Agreement.
Failure of CONSULTANT, whether intended or inadvertent, to ensure that such nonparties have
signed such a document shall inure only to CONSULTANT's detriment, if any there · be.
COUNTY shall not s uffer a detriment by CONSULTANT's action or inaction in this regard. If
such a party after due notice fails to appear at and participate in the dispute resolution
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1 procee dings, the panel established in accordance with the provisions of paragraph IX.B.3 shall
2 make a decis ion based on evidence introduced by the party or parties who do participate.
3 XI. CONSULTANT'S OBLIGATIONS RELATING TO CONSTRUCTION CLAIMS:
4 A. The CONSULTANT will review and analyze construction contract claims and
5 recomrnend .resolution of them as soon as possible following receipt of demand by C OUNTY.
6 B. Within a reasonable time after receipt of a claim, the CONSULTANT shall provide a
7 written analysis of the claim to the COUNTY, signed by the CON SULTANT and any affected
8 subconsultants . The written analysis shall include the CONSULTANT's professional opinion of
9 the resp onsibility for payment of the claim, with s upporting facts and documentati on. A copy of
10 the written analysis shall be provided to the respective insurance adjusters for CONSULTANT
11 and any affected subconsultant.
12 C. Upon receipt of a claim, the CONSULTANT may also take one (1) or more of the
13 following actions, within ten (1 0) days of receipt of a claim:
14 · 1. Request additional supporting data from the claimant, requiring that such data be
15 supplied within ten (10) days ofthe request;
16 2. Submit a schedule to the parties indicating when the CONSULTANT expects to
17 respond to the claim , which schedule shall not exceed thirty (30) days from CONSULT ANT's
18 original receipt of the claim;
19 3. Recommend rejection of the claim in whole or in part, stating the reasons for
20 such rejection;
21 4. Recommend approval of the claim by the other party, or
22 5. Suggest a compromise.
23 D. In every case, CONSULTANT shall provide its recommended resolution of a claim
24 within thirty (30) days from the original receipt of claim, unless the CONST.JL TANT obtains
25 COUNTY's prior written approvaL
26 II
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CONSULTANTSERVICESAGREEME~~
1 XII. INDEPENDENT CONTRACTOR:
2 A In perform ance of the work, duties, and obligations assumed by CONSULT ANT
3 under this Agreement, it is mutually understood and agreed that CONSULTANT, including any
4 and all of CONSULTANT's officers, agents and employees, will at all times be acting and
5 performing as an independent contractor, and shall act in an independent capacity and not as an
6 officer, agent, servant, employee, joint venture, partner or associate of the CO{JNTY.
7 Furthermo re, COUNTY shall have no right to control or supervi se or direct the manner or
8 method by which CONSULTANT shall perform its work and function. However, COUNTY
9 shall retain the right to administer this Agreement so as to verify that CONSULTANT is
10 performing its obligations in accordance with the tenns and condition s thereof.
11 CONSULTANT and COUNTY shall comply with all applicable provisions of law and the rules
12 and regulations, if any, of governmental authorities having jurisdiction over matters the subject
13 thereo f.
14 B. Because of its status as an independent contractor, CONSULTANT shall have
15 absolutely no right to employment rights and benefits available to COUNTY employees.
16 CONSULTANT shall be solely liable and responsible for providing to , or on behalf of its
17 employees all legally required employee benefits. In addition, CONSULTANT shall be solely
18 responsible and save COUNTY hannless from all matters relating to payme nt of
19 CONSULTANT's employees, including compliance with Social Security, withholding , and all
20 other regulations governing such matters. It is acknowledged that during the term of thi s
21 Agreement" CONSULTANT may be providing services to others unrelated to the COUNTY or
22 to this Agreement.
23 Xlll. PARTIES BOUND BY AGREEMENT:
24 This Agreement shall be binding upon the COUNTY, the C ONSULTANT, and their respective
25 successors in interest, legal representatives, executors , administrators, and assigns with respect
26 to all covenants as se t forth herein .
27 XIV. REQUIRED APPROVALS:
28 lt is understood that the CONSULTANT shall not assign, sublet, subcontract, or transfer any of
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1 CONSULTANT's rights, duties, or obligations under this Agreement, without the prior express,
2 writteri consent of the COUNTY. Such consent and approval may be given only by the
3 COUNTY Board of Supervisors.
4 XV. COMPLIANCE WITH LAWS:
5 A. CONSULTANT shall comply with all Federal, State, and local laws, ordinances,
6 regulations, and Fx:esno COlmty Charter Provisions in effect at the time of CONSULTANT's
7 performance of the professional services to be provided hereWlder.
8 B. CONSULT ANT shall submit a current version of its Illness and Injury Prevention
9 Plan (IIPP), applicable safety programs and contact information for the CONSULTANT's
1 0 responsible person fo r these programs to the COUNTY Representative at the t ime this
11 Agreement is signed by the CONSULTANT. Throughout the term of this Agreement,
12 Consultant shall provide updates to the safety plans and programs to the COUNTY
13 Representative as they are implemented.
14 XVI. GOVERNING LAW:
15 A. Any controversy or claim arising out of or relating to this Agreement which cannot
16 be amicably settled without court action shall be litigated either in a State court for Fresno
17 County, California, or in the U.S. District Court for the Eastern District of California, located in
18 Fresno County.
· 19 B. The rights and obligations of the parties and all interpretations and performance of
20 this Agreement shall be governed in all respects by the Jaw s of the State of California.
21 XVII. AMEND'MENTS:
22 Any changes to this Agreement requested either by the COUNTY or CONSULTANT may only
23 be effected if mutually agreed upon in writing by duly authorized representatives of the parties
24 hereto. This Agreement shall not be modified or amended, nor shall any rights of a party hereto
25 be waived, except by such in writing.
26 XVIII. CONSULT ANT'S LEGAL AUTHORITY:
27 A. Each individual executing this Agreement on behalf of CON SULTANT hereby
28 covenants, warrants, and repres ents:
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1 l. That he or she is duly authorized to execute and deliver this Agreement on behalf of
2 such corporation in accordance with a duly adopted resolution of the corporation's board of
3 directors and in accordance with such corporation's articles of incorporation or charter and
4 bylaws;
5 2.
6 3.
Jhat this Agreement is binding upon such corporation ; and
That CONSULTANT -is a duly organized and legally existing corporation in good
7 standing in the State of California.
8 XIX .. HOLD HARMLESS:
9 A. CONSULTANT shall defend, hold harmless and indemnify COUNTY, its officers,
1 0 agents, and employees, against the payment of any and all costs and expenses (including
11 reasonabl e attorney fees and court costs), damages, claims, su its , losses, and liability for bodily
12 and personal injury to or death of any person or for loss of any property resulting from or
13 · arising out ()f any negligent or wrongful acts, errors or omissions of CONSULTANT, its
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officers, agents, and employees, in performing or failing to perform any work, services, or
function s under this Agreement.
B. COUNTY and CONSULT ANT hereby declare their mutual intent to cooperate in
17 the defen se of any claim, suit, or other action alleging liability, arising from the performanc e or
18 failure to perform of any COUNTY construction contractor or subcontractor in connection with
19 any project for which CONSULTANT has been retained under Atticle III above. Such
20 cooperation may include an agreement to prepare and present a cooperative defense after
21 consultation with CONSULTANT's professional liability insurance carrier.
22 XX. LIABILITY INSURANCE:
23 A. Prior to commencing the duties under the Agreement with the COUNTY, the
24 CONSULTANT shall furnish the COUNTY, at no additional cost to the COUNTY, certificates
25 and endorsements for the following insurance policies as prov ided in this Article XX, each of
26 which policif?S shall be kept in force throughout the entire term of the Agreement (i.e., until the
27 Agreement is terminated or it expires), and for such additional time as may be specified herei n
28 with respect to a particular type of policy.
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1. Commercial General Liability Insurance or Comprehensive General Liability
Insurance, naming the COUNTY as an additional insured, with limits of not less than one
million dollars ($1 ,000,000) per occurrence, with an annual aggregate of not less than two
million dollars ($2,000,000).
2. Comprehensive Automobile Liability Insurance with limits for bodily injury of
not less than two hundred fifty thousand dollars ($250,000) per person, five hundred thousand
dollars ($500,000) per accident and for property damages of not less than fifty thousand doJlars
($50,000}, or such coverage with a combined single limit of five hundred thousand dollars
($500,000).
3. Worker's Compensation insurance policy as required by the California Labor
Code.
4. Professional Liability Insurance:
a. Professional Liability Insurance with limits of not less than two million
dollars ($2,000,000) per occurrence, two million dollars ($2,000,000) annual aggregate, with a
deductible not to exceed fifty thousand dollars ($50,000).
b. CONSULT ANT and subconsultants shall make full disclosure, in writing to
the COUNTY, of all pending and open claims and disputes during the course of this Agreement
that affect the specified aggregate limits of the Professional Liability Insurance policy.
c. Professional Liability Insurance shall be kept in force for a minimum of two
{2) years past the date of final payment to CONSULT ANT, and including the full and final
resolution of all claims, disputes, and matters in question regarding the project
d. In the event that CONSULTANT voluntarily changes, or involuntarily
changes due to circumstances beyond its control, its Professional Liability Insurance policy
carrier during the period such coverage is required to be in force (as specified in the
immediately preceding subparagraph c. of this Article XX, Section· A, Paragraph 4), such new
policy shall include prior acts coverage retroactive, at least, to the date of execution of this
Agreement. CONSULTANT may, at its option and expense, purchase supplemental or "tail"
coverage from the fonner policy carrier, negotiate a retroactive reporting date· with the new
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1 policy carrier for claims incurred but not reported as of the date of change in policy carrier, and
2 shall in any event maintain Professional Liability Insurance in a manner that provides
3 continuous coverage to the COUNTY throughout the term of this Agreement, and for a period
4 oftwo (2) years past the issuance of final payment to the CONSULTANT.
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B. CONTRACTOR shall .obtain endorsements to the Commercial General Liability
insurance naming the County of Fresno, its officers, agents, and employees, individually and
collectively, as additional insured, but only insofar as the operations under this Agreement are
concerned. Such coverage for additional insured shall apply as primary insurance and any other
insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall
be excess only and not contributing with insurance provided under CONTRACTOR's policies
herein. This ins urance shall not be cancelled or changed without a minimum of thirty (30) days
advance written notice given to COUNTY.
C. CONTRACTOR hereby waives its right to recover from COUNTY, its officers,
agents, and employees any amounts paid by the policy of worker's compensation insurance
required by this Agreement. CONTRACTOR is solely responsible to obtain any endorsement to
such policy that may be necessary to accomplish such waiver of s ubrogation, but
CONTRACTOR's waiver of subrogation under this paragraph is effective whether or not
CONTRACTOR obtains such an endorsement.
D. CONTRACTOR shall provide certificates of insurance and endorsements as
stated above for each of the foregoing policies, as required herein , to the County of Fresno (to
the attention of William Kettler, Manager, Development Services and Capital Projects Division,
at the address specified above in Section V.C.), stating that such insurance coverages have been
obtained and are in full force; that the County of Fresno, its officers, agents and employees will
not be responsible for any premiums on the policies; that such Commercial General L iability
insurance names the County of Fresno , its officers, agents and employees, individually and
collectively, as additional insured, but only insofar as the operations under this Agreement are
concerned; that such coverage for additional insured shall apply as primary insurance and any
other insurance, or self~insurance, maintained by COUNTY, its officers, agents and employees,
shall be excess only and not contributing with insurance provided under CONTRACTOR's
policies herein; and that this insurance shall not be cancelled or changed without a minimum of
thirty (30) days advance, written notice given to COUNTY.
E. In the event CONSULT ANT fails to keep in effect at all times insurance coverage as
Page 15 of 22 Pages
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CONSULTANT SERVICES AGREEMENT
1 herein provided, the COUNTY may, in addition to other remedies it may have, suspend or
2 terminate this Agreement upon the occurrence of such event.
3 F. All policies shall be issued by admitted insurers li censed to do business in the State
4 of California and possessing a current A.M. Best, Inc. rating of A FSC Vll or better.
5 XXI. OWNERSHIP OF DOCUMENTS:
6 A. CONSULTANT understands and agrees that COUNTY shall retain full ownership
7 rights of the drawings and the work-product of CONSULT ANT for each project, to tb.e fulle st
8 extent permitted by law. In this regard, CONSULTANT acknowledges and agrees that
9 CONSULTANrs services are on behalf of COUNTY and are "works made for hire," as that
10 term is defined in copyright law, by COUNTY; that the drawings and work-product to be
11 prepared by CONSULTANT are for the so le and exclusive use of COUNTY , and shall be the
12 sol e property of COUNTY and its assign s, and the COUNTY and its assigns shall be the sole
13 owner of all patents, copyrights , trademarks, trade secrets and other contractual and intangible
14 rights of any kind or nature in connection therewith; that all the contractual or intangible rights
15 of any kind or nature, title, and interest in and to the drawings and work-product will be
16 transferred to COUNTY by CONSULTANT, and CONSULTANT will assist COUNTY to
17 obtain and enforce patents, copyrights, trademarks, trade secrets, and other contractual and
18 intangible rights relating to said drawings and work-product; that COUNTY shall be and
19 become the owner of such drawings and work product, free and clear of any claim by
20 CONSULTANT or anyone claiming any right thro ugh CONSULTANT. CONSULTANT
21 further acknowledges and agrees that COUNTY's ownership rights in such drawings and work
22 product shall apply regardless of whether such drawings or work product, or any copies thereof,
23 are in the possession of CONSULT ANT, or any other person, firm, corporation, or entity. For
24 the purpose of this Agreement the terms ''drawings and wo rk-produ ct " shall mean all reports
25 and study findings commissioned to develop the design of each project, drawings and schematic
26 or preliminary design documents of each project, certified reproducibles of the original final
27 construction contract drawings of each project, specifications of each project. the approved
28 opini on of probable construction cost of each project, record drawings of each project, as-built
Page 16 of 22 Pages
D-19-605
CONSULTANT SERVICES AGREEMENT
l plans of each project, and discoveries, developments, desig ns, improvements, inventions,
2 formulas , processes, techniques, or specific know;.bow and d~ta generated or conceived or
3 reduced to practice or learning by CONS ULTANT, either alone or jointly with others, that
4 result from the tasks assigned to CONSULTANT by COUNTY under this Agreement. County
5 acknowledges and agrees that detail s, con cepts, ideas, devices, config urat ions, and designs
6 previously d eveloped or used by the CONSULTANT, or develo ped by the CONSULTAN T
7 without COUNTY compensation, shall remain the property ofthe CONS ULTANT and use is
8 granted to COUNTY only for the specifi c project undertaken unde r this Agreement.
9 B. If a project is terminated prior to completion of the construction document phase of
10 any project under Article III, a .reproducible copy and electronic files of documents as
11 completed at th e time of term ination of the project shall be submitted by CONSULTANT to the
12 COUNTY, which may use them to comp lete each project in future phases.
13 C. If the project is terminated at the completion of the construction document phase of
14 any project, a reproducible copy and electronic files of final construction contract drawings
15 (both .dwg and .plt files), specifications, and approved opinion · of probable construction cost
16 shaH be submitted by CONSULTA NT to COUNTY.
17 D. Documents, including dr awings and specifications, prepared by CONSULTANT fo r
18 any project pursuant to this Agreement are not intended or represented to be suitable for reuse
19 by COUNTY or others on extensions of the services provided for that project or any other
20 project. Any use of completed documents for other projects and/or any use of uncompleted
2 1 documents will b e at COUNTY's sole risk and w ithout liability or legal exposure to
22 CONSULTANT.
23 E. COUNTY has requested that certain machine readable information and CAD data on
24 documents of service be provided by CONSULTANT for each project under this Agreement.
25 Such machine-readable information and CAD data are more specificall y described in Article III.
26 CONSULT ANT shall n ot be liable for claims, liabilities or losses arising out of, or cotmected
27 w ith :
28 1. The modification or misuse by COUNTY, or anyone authorized by COUNTY, of
Page 17 of 22 Pages
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CONSULTANT SERVICES AGREEMENT
1 such machine readable infonnation and CAD data; or
2 2. Decline of accuracy or readability of machine readable information and CAD
3 data due to inappropriate storage conditions or duration; or
4 3. Any use by COUNTY, or anyone authorized by COUNTY, of such machine-
S readable information and CAD data for additions to any such project or for the completion of
6 any such project by others, or for other projects.
7 XXII. TERM AND TIME OF COMPLETION:
8 A. Upon request of the Capital Projects Division Manager or his/her designated
9 representative, the CONSULTANT shall submit for the Capital Projects Division Manager or
10 his/her designated representative's approval, schedules for the performance of the
11 CONSULTANT's services which may be adjusted by mutual agreement as the projects proceed,
12 and shall include allowances for periods of time required for the COUNTY's review and
13 approval of submissions by authorities having jurisdiction over the projects. Time limits
14 established by these schedules approved by Capital Projects Division Manager or his/her
15 designated representative shall not, except as provided in this Agreement, be exceeded by the
16 CONSULTANT.
17 B. CONSULTANT shall diligently proceed with the agreed scope of services and shall
18 provide such services in a timely manner. Failure ofthe CONSULTANT to meet any deadline
19 listed in the above-referenced schedules once such failure continues more than seven (7)
20 calendar days past the specified completion date (unless the delay is attributable to the
21 COUNTY or State), is sufficient cau se t o immediately terminate this Agreement, at the option
22 ofthe COUNTY , in accordance with Section XXIII.C. ·
23 C. This Agreement shall become effective upon approval by COUNTY's Board of
24 Supervisors, on the date first set forth above, for a base term of three· (3) years, and shall expire
25 at the conclusion of said base term unless extended by COUNTY for a maximum of two (2)
26 additional one-year periods upon provision of written notice by the Director of the Department
27 of Public Works and Planning or hi s/her designee, or unless it is terminated earlier in
28 accordance with the provisions of Article XXIII.
Page 18 of22 Pages
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CONSULTANT SERVICES AGREEMENT
XXIll. TERMINATION OF AGREEMENT:
A. This Agreement may be terminated without cause at any time by the COUNTY up on
thirty (30) calendar days vvritten not ice. If the COUNTY terminates this Agreement, the
CONSULTANT shall be compensated for services satisfactorily completed to the date of
termination based upon the compensation rates and subject to the maximwn amounts payable·
agreed to in Article V, together with such additi onal services satisfactorily performed after
termination wh ich are expressly authorized by the COUNTY Representative in .order to
conclude the work performed to date of termination.
B. If the CONSULTANT purports to terminate the Agreement, or otherwise refuses to
perform pursuant to the Agreement, for reasons other than material breach by the COUNTY, the
CONSULTANT shall reimburse the COUNTY, up to a maximum of seven thousand, five
hu ndred ~ollars ($7,500) for the actual expense of issuing a Request For Proposal (RFP),
engaging a new CONSULTANT, and the new CONSULTANT's cost in becoming familiar w ith
the previous CONSULT ANT's de sign.
C. The COUNTY may immediately suspend or terminate this Agreement in whole or in
part, where in the determination of the COUNT Y there is :
1. An illegal or improper use of funds;
2. A failure to comply with any term of this Agreem ent;
3. A substantially incorrect or incomplete report submitted to the COUNTY;
20 4.
21 D.
Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY
22 of any breach of this Agreement or any default which may then exist on th e part of the
23 CONSULTANT, nor shall such payment impair or prejud ice any remedy availa ble to the
24 COUNTY with respect to the breach or default. The COUNTY shall have the right to demand
25 of the CONSULTANT the repayment to the COUNTY of any funds disbursed to the
26 CONSULTANT under this Agreement, which, in the judgment of the COUNTY and as
27 determined in accordance with the procedures of Article IX ("Errors or Omissions Claims and
28 Disputes"), were not expended in accordance with the terms of this Agreement. The
Page 19 of 22 Pages
D-19-605
CONSULTANTSERVICESAGREEMENT
1 CONSULTANT shall promptly refund any such funds upon demand.
2 E. The terms of this Agreement, and the setVices to be prov ided thereunder, are
3 contingent on the approval of fund s by the appropriating government agency. Should s ufficient
4 funds not be allocated, the services provided may be modified, or this Agreement terminated at
5 any time by giving the CONSULTANT thirty (30) days advance written notice.
6 XXIV. CONFLICT OF INTEREST:
7 The CONSULTANT shall comply with the provisions of the Fresno County Department of
8 Public Works Conflict of Interest Code, attached hereto as Exhibit B and incorporated herein.
9 Such compliance shall include the filing of annual statements pursuant to the regulations of the
10 State Fair Political Practices Commission.
11 XXV. DISCLOSURE OF SELF-DEALING TRANSACTIONS
12 A. This provision is only applicable if the CONSULT ANT is operating as a corporation
13 (a for-profit or · non-profit corporation) or if during the term of this Agreement, the
14 CONSULT ANT changes its status to operate as a corporation.
15 B. Member s of the CONSULTANT'S Board of Directors shaH disclose any self-
16 dealing transactions that they are a party to while the CONSULT ANT is providing goods or
17 performing services under this Agreement. A self-dealing transaction shall mean a transaction
18 to which the CONSULTANT is a party and in which one or more of its directors h as a material
19 financia l interest. Members of the CONSULT ANT'S Board of Directors shall disclose any
20 self-dealing transactions that they are a party to by completing and signing a Self -Dealing
2 1 Transaction Disclosure Form (attached as Exhibit C and incorporated herein by this reference);
22 and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
23 immediately thereafter.
24 XXVI. ENTIRE AGREEMENT:
25 Thi s Agreement constitutes the entire agreement between the COUNTY and the
26 CONSULT ANT with respect to the subject matter hereof and supersedes all previous
27 negotiations, proposals, commitments, writings, advertisements, publications, and
28 understandings of any nature whatsoever unless expressly included in this Agreement.
Page 20 of 22 Pages
D-19-605
XXVII.
CONSULTANT SERVICES AGREEMENT
SEVERABIUTY:
2 Should any provision herein be found or deemed to be invalid, this Agreement shall be
3 construed as not containing such provision, and all other provisions which are otherwise lawful
4 shall remain in full force and effect, and to this end the provisions of this Agreement are hereby
5 declared to be severable.
6 II
7 II
8 II
9 II
10 II
II II
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Page 21 of 22 Pages
D-19-605
CONSULTANT SERVICES AGREEMENT
1 IN WITNESS WHEREOF, the parties hereto have caused this Agreeme1 · . · ..
2 executed as of the day and year first above written.
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TITLE: Principal --~----------------
19 F~: 0001,0010,0105,0107,0110,0400
COUNTY OF FRESNO
. ... . . .
BY: ---------=~~---------+ STEVEN E. WHITE, !RECTOR
DEP ARTI\1ENT OF PUBLIC WORKS AND
PLANNING
DEPUTY
ORG: 4360,4510, 8840, 8845, 8846, 8847, 8848, 8849
20 ACCT: 7295, 8150
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Page 22 of 22 Pages
D-19-605
Exhibit A
ROT Architecture & Interior Design, Inc .
SOQ-General on-Call Consultant Services, Various Capital Projects
Fee Pro osal
Architectural Consultant Fees
Architect
Project Manager
Interior Designer
aerfcal
June 6, 2019
$ 120.00/hour
100.00/hour
95.00/hour
65.00/hour
D-19-605
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·-£xhibit B
Re$0lutlon No. 07·525
BEFORE THE BOARD OF SUPr;RVISORS
OF THE COUNTY OF FRESNO
STATE OF CALIFORNIA
s In the matter of
6 Amendment of Standard Conflict of
Interest Code for All County
7 Departments
8
9
10 ,,
12
13
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15
16
17
18
19
20
21
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23
24
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27
28
Whereas, the Political Reform Act. Gov~mment Code section 81000 et seq.,
requires .state and local government agencies to adopt and promulgate conflict of interest
codes; and
Whereas, the Fair Political Practices Commission has adopted a regulation, Title
2, California Code of Regulations, section 18730, which contains the terms of a standard
conflict of interest code, and which may be amended by the Fair Political Practices
Commission after public notices and hearings to conform to amendments to the Political
Reform Act; and
Whereas, any local agency may incorporate this standard conflict of interest code,
and thereafter need not amend its code to conform to future amendments to the Po litical
Reform Act or its regulations; and
Whereas, the Board of Supervisors may adopt the standard conflict of interest
code on behalf of all County departments.
Now therefore be .it resolved, that the terms of Title 2, California Code of
Regulations, section 18730, atid any amendments to it duly adopted by the Fair Political
Practices Commission, are hereby incorporated by reference and, along with th~ Exhibits A
and 8 approved previously, today, or in the future, by this Board for each County
department, in which officers and employees are designated and disclosure categories are
set forth , constitute the conflict of interest codes of each Co1,.1nty department
COUNTY Of FRSIIIO
Frnno. C:•llfarria 1
D-19-605
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County of Fresno
f'rusno, Cllillbmla
Conflict of Interest fonns shall be filed as follows:
1. A.s required by Government Code section 87500, subdivision (e). the County
Administrative Officer, District Attorney, County Counsel, and Auditor-Controller/Treasurer~
Tax Collector shall file one original of their statements with the County Clerk. who shall make
and retain a copy and forward the original to the Fair Political Practices Commission, which
shall be the filing officer.
2. As required by Government Code section 87500, subdivision G). all other
department heads shall file one original of their statements with their departments. The filing
officer of each department shall make and retain a copy and forward the original to the Clerk
to the Board of Supervisors, who shall be the filing officer.
3. All other designated employees shall file one original of the!r statements
with their departments.
Adopted at a regular meeting of the Board of Supervisors. held on the 2nd day of
October, 2007, by the following vote, to wit:
Ayes: Supervisors Larson, Perea, Anderson, Case and Waterston
Noes: None
Absent: None
Chairman, Board of Supervisors
Attest:
#1111~
Cterk
COUNTY OF fRI&HO
Fr•aru~, CaUICMAl• 2
D-19-605
CERTIFICATE OF DELIVERY OF DOCUMENT
I am employed by the County of Fresno as a Deputy Clerk of the
Board of Supervisors. On Octobe.r2 . 2007. I delivered a copy of
Resolution No. 07-525 to the Chairperson of the Fresno County Board of
Supervisors.
Gael StOrm, Deputy Clerk
D-19-605
EXHIBIT "A"
PUBLIC WORKS AND PLANNING
Classification
Accountant 1/11
Architect
Assistant Director of Public Works & Planning
Assistant Real Property Agent
Associate Real Property Agent
Building lns.pector 1/11
Building Plans Engineer
Business Sy5tems Analyst II II /Ill
Chief Building Inspector
Chief of Field Surveys
Consultant
Deputy Director of Public Works
Development Services & Capital Projects Manager
Director of Public Works and Planning
Disposal S ite Supervisor
Engineer 1/11/111
F:ield Survey Supervisor
Financial Analyst I~ 11/111
Housing Rehabilitation Specialist 1/11
lnfonnation Technology Analyst IIIII III/IV
landfill Operations Manager
Planner 1/11/111
Principal Accountant
Principal Planner
Principal Staff Analyst
Public Works and Planning Business Manager
Public Works Division Engineer
Resources Division Manager
Road Maintenance Supervisor
Road. Superintendent
Senior Accountant
Senior Engineer
Senior Engineering Technician
Senior Information Technology Analyst
Senior Planner
Cat~gory
2
1
1
1
1
1
1
2
1
1
...
1
1
1
2
1
3
1
1
2
1
1
1
'1
1
1
1
1
1
1
2
1
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2
1
D-19-605
Classification
Senior Business Systems Analyst
Senior Staff Analyst
Staff Analyst I /II I HI
Supervising Accountant
Supervising Building Inspector
Supervising Engineer
Supervising Water/Wastewater Specialist
Systetns and Procedures Manager
Traffic Maintenance Supervisor
Water & Natural Resources Manager
Category
2
1
1
1
1
1
1
2
2
1
* Consultants shall be included in the list of designated employees and shall disclose
pursuant to the broadest disclosure category in the code subject to the following
limitation: The Director of Public Works and Planning may determine in writing that a
particular consultant, although a "designated position" I is hired to perform a range of
duties that is limited in scope and thus is not required to fully comply with the
disclosure requirements in this section . Such written determination shall include a
description of the consultant's duties and 1 based upon that description 1 a statement of
the extent of disclosure requirements . The Director of Public Works and Planning 's
determination is a public record and shall be retained for public inspection in the same
manner and location as this conflict of interest code .
D-19-605
EXHIBIT "B"
PUBLIC WORKS AND PLANNING
1 . Persons in this category shall disclose all reportable investments, interests in real
property, sources of income (including gifts), and business positions . Financial
interests (other than gifts} are reportable only if located within or subject to the
j urisdiction of Fresno County, or if the business entity is doing business or planning to
do business in the jurisdiction , or has done business wit~ in the jurisdiction at any time
during the two years prior to the filing of the statement. Real property shall be deemed
to be within the jurisdiction of the County if the property or any part of it is located
within or not more than two miles outside the boundaries of the County (including its
incorporated cities) or w ithin two miles of any land owned or used by the County.
2. Persons in this category shall disclose all reportable investments in, income from
(including gifts), and business positions with any business entity which , within the last
two years, has contracted or in the future foreseeably may contract with Fresno
County through its Public Works and Planning Department, Solid Waste Commissions
within the jurisdiction , or to any other joint powers agency which Fresno County is a
member to provide services , supplies , materials, machinery, or equipment to the
County.
3. Persons ·in this category shall disclose all interests in real property within the
jurisdiction of Fresno County. Real Property shall be deemed to be within the
jurisd iction if the property or any part of it is located within or not more than two miles
outside the boundaries of Fresno County (including its incorporated cities) or within
two miles of any land owned or used by the County.
D-19-605
EXHIBITC
SELF-DEALING TRANSACTION DISCLOSURE FORM
(1) Company Board Member Information:
Name: Robert Tomasevich Date: 10/17/2019
Job Title: Principal
----~----------------------
(2) Company/Agency Name and Address:
ROT Architecture & Interior Design, Inc.
315 East Cornell Avenue
Fresno, CA 93704
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to)
None
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code 5233 (a)
(5) AuthoCized Signatu:Qr ~
Signature: =::::~ Date: October 21 , 2019
D-19-605
EXHIBIT C
SELF·DEALING TRANSACTION DISCLOSURE FORM INSTRUCTIONS
In order to conduct business with the County of Fresno (hereinafter referred to as
"C ounty"), 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 transacUon 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).
D-19-605