HomeMy WebLinkAboutAgreement A-15-104 Special Projects.pdfAGREEMENT NO. 15-104
FY 2015-2016 BOND COUNSEL SPECIAL PROJECTS
Hawkins Agreement
1 AGREEMENT FOR SPECIALIZED LEGAL SERVICES
2 (BOND COUNSEL SERVICES FOR SPECIAL PROJECTS -FISCAL YEAR 2015-16)
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4 THIS AGREEMENT ("Agreement") is made and entered into this 24th day of
5 _ _!.M"""a""r..,c~h __ , 2015, by and between the COUNTY OF FRESNO, a political subdivision of
6 the State of California, hereinafter referred to as "COUNTY," and the law firm of HAWKINS
7 DELAFIELD & WOOD, LLP, hereinafter referred to as "ATTORNEY."
8 W I TN E S S E T H:
9 WHEREAS, COUNTY may, from time to time, have the need to seek the advice of
10 bond counsel for special projects in connection with municipal finance issues; and
11 WHEREAS, COUNTY wishes to engage the specialized legal services of bond counsel
12 who is expert in legal matters concerning such issues; and
13 WHEREAS, ATTORNEY represents that it is specially trained and experienced, and
14 that it possesses such expertise; and
15 WHEREAS, such specialized legal services are either not available or expected not to
16 be available in COUNTY's Office ofthe County Counsel.
17 NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions
18 herein described, the parties hereto agree as follows: ·
19 1. Employment of Attorney: COUNTY hereby hires ATTORNEY as an
20 independent contractor through the services of the following key person(s): Arto C. Becker,
21 Esq., Russell A. Miller, Esq., and Diane K. Quan, Esq., partners of ATTORNEY; and Nnanna
22 F. Ogbu, Esq., and Brian Organ, Esq., associate lawyers employed by ATTORNEY; and such
23 other partners of, and associate lawyers and staff members employed by, ATTORNEY as
24 ATTORNEY deems necessary, and which COUNTY's County Counsel (''County Counsel"),
25 or his or her designee, approves pursuant to paragraph 3 of this Agreement, except that the
26 foregoing key persons may, from time to time, consult with such of ATTORNEY's other
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lawyers on a "limited basis" (as hereinafter defined) as ATTORNEY reasonably deems
2 prudent and necessary under the circumstances. It is understood that ATTORNEY may not
3 replace any of the aforementioned key persons named above without the prior, express, written
4 approval of County Counsel, or his or her designee. In case of death, illness or other incapacity
5 of any of the foregoing key persons, ATTORNEY shall provide a replacement of at least equal
6 professional ability and experience as the key person replaced.
7 A. Scope of Work: From time to time, County Counsel, or his or her
8 designee, may request ATTORNEY to perform specialized legal services in connection with
9 various municipal financing matters, each which also may be referred to herein individually as
10 a "project," or all of which also may be referred to herein collectively as "projects." Such
11 projects also may cover bond counsel services arising due to requests from outside agencies.
12 Upon County Counsel's, or his or her designee's, written request to perform such services, and
13 ATTORNEY's written acknowledgment that ATTORNEY will provide such services,
14 ATTORNEY shall perform such services pursuant to the terms and conditions of this
15 Agreement. Notwithstanding the foregoing provisions of this subparagraph I.A., in the event
16 of exigent circumstances, County Counsel may make such request orally, and County Counsel
17 and ATTORNEY shall within a reasonable time thereafter document such request for services
18 and acknowledgment thereof.
19 B. Authorization to Proceed With Work: For each project, ATTORNEY
20 shall commence performance of services upon receiving authorization to proceed with work
21 from the County Counsel, or his or her designee.
22 2. Performance by Attorney: ATTORNEY agrees to timely perform all services
23 provided under this Agreement. ATTORNEY agrees to avoid unnecessary duplicative efforts
24 on the part of ATTORNEY and ATTORNEY's partners, associate lawyers, and staff members
25 in ATTORNEY's performance of services for COUNTY hereunder.
26 COUNTY shall not be obligated to compensate ATTORNEY for intra-office
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Hawkins Agreement
conferences between or among ATTORNEY's partners, associate lawyers, and staff members,
2 unless such intra-office conferences promote efficiency in the performance of ATTORNEY's
3 work on a matter, or a reduction in the cost of compensation paid or reimbursement made for
4 related, reasonable and necessary, out-of-pocket expenses to ATTORNEY, or both.
5 In the performance of the tasks identified in paragraph I under this Agreement,
6 ATTORNEY shall provide only those services which are necessary to carry out such tasks in
7 an efficient and effective manner.
8 ATTORNEY shall provide lawyers who possess the following qualities and skills:
9 A. the lawyer possesses a high level of professional ethics and personal
10 integrity, and exercises good judgment;
11 B. the lawyer has experience and expertise m the particular municipal
12 finance matter for which he or she is providing services;
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D.
the lawyer has exceptional technical legal skills;
the lawyer vigorously represents COUNTY so that COUNTY's
15 best interests are served;
16 E. the lawyer efficiently and timely completes assigned tasks;
17 F. the lawyer is reasonably available when County Counsel, or his or her
18 designee, needs to consult with the lawyer on short notice;
19 G. the lawyer anticipates potential problems and advises County Counsel
20 regarding same;
21 H. the lawyer explains complex municipal finance concepts to County
22 Counsel, or his or her designee, so that County Counsel, or his or her designee, has a clear and
23 complete understanding of the relevant issues and facts of a matter; and
24 I. the lawyer cooperates with County Counsel, or his or her designee, and
25 other members of the financing team, including amicably resolving disputes, if any, among
26 financing team members to the satisfaction of County Counsel, or his or her designee.
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FY 2015-2016 BOND COUNSEL SPECIAL PROJECTS
Hawkins Agreement
Compensation of ATTORNEY: COUNTY shall be obligated to compensate
2 ATTORNEY pursuant to the terms and conditions of this Agreement only for the performance
3 of those tasks, to the reasonable satisfaction of COUNTY, which are related to the subject
4 matter of this Agreement. It is understood that COUNTY shall not be obligated to compensate
5 ATTORNEY for any work, services, or functions performed by ATTORNEY: (i) in seeking to
6 obtain COUNTY's business or negotiating with COUNTY to enter into this Agreement or (ii)
7 in providing COUNTY with documentation, explanations, or justifications concerning the
8 adequacy or accuracy of its invoices for the performance of services under this Agreement and
9 resolving same to the reasonable satisfaction of COUNTY.
10 COUNTY agrees to pay and ATTORNEY agrees to accept as full compensation for
11 performance of tasks under this Agreement the following sum per hour per person:
12 Partners:
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Arto C. Becker
Russell A. Miller
Diane K. Quan
Associate Lawyers:
Brian Organ
Nnanna F. Ogbu
$548
$543
$496
$329
$329
19 The foregoing lawyers may, from time to time, consult with such of ATTORNEY's
20 other lawyers on a "limited basis" as ATTORNEY reasonably deems prudent and necessary
21 under the circumstances, and ATTORNEY may also, upon the written approval of County
22 Counsel, or his or her designee, provide additional partners of, or associate lawyers employed
23 by its firm to perform significant services under this Agreement, provided that such additional
24 persons who are consulted or who provide significant services are compensated by COUNTY
25 for performance of tasks under this Agreement at a rate not to exceed each such person's
26 customary billing rate per hour for local governmental entities. Notwithstanding anything
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1 stated to the contrary in this paragraph, the term "limited basis," as provided herein shall mean
2 fifteen (15) hours or less worked by ATTORNEY's lawyers, collectively, other than the
3 lawyers identified above, per month or fraction thereof.
4 In addition, ATTORNEY shall be reimbursed for reasonable, and necessary out-of-
5 pocket expenses, as follows: telephone charges, telephonic facsimile transmission charges,
6 computer research charges, filing fees, courier charges, postage charges, printing and
7 photographic reproduction expenses, in-State travel, and all such directly-related expenses.
8 It is understood that ATTORNEY shall not be reimbursed for its secretarial or clerical
9 services (including overtime hours worked), or normal office operating expenses, with the
10 exception of those charges and expenses stated in the immediately preceding paragraph of this
11 Agreement. In addition, ATTORNEY shall not be reimbursed for such services performed or
12 expenses incurred, regardless of whether such tasks are performed or expenses are incurred by
13 ATTORNEY's partners, associate lawyers, or anyone else. Under no circumstances shall
14 COUNTY compensate ATTORNEY for secretarial or clerical work performed by paralegals.
15 Furthermore, COUNTY shall not compensate ATTORNEY for work performed by paralegals
16 where such work ordinarily is performed by licensed attorneys, including legal research and
1 7 legal document drafting.
18 4. Payment and Record-keeping: Subject to paragraph 3 of this Agreement,
19 payment of compensation for the services provided under this Agreement and reimbursement
20 for related, reasonable and necessary out-of-pocket expenses incurred shall be made by
21 COUNTY after submission of an itemized invoice by ATTORNEY to the County Counsel no
22 later than the thirtieth (30th) day following the end of the month in which such services were
23 rendered or expenses incurred. All payments of compensation and reimbursement for expenses
24 incurred in connection therewith shall be made by COUNTY no later than forty-five (45) days
25 following the date that COUNTY receives a properly completed invoice requesting the
26 payment for such services rendered and expenses incurred.
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1 All such invoices shall reflect accurately the tasks performed by ATTORNEY under
2 this Agreement. In addition, all such invoices shall have sufficient detail as may be required by
3 COUNTY's Auditor-Controller/Treasurer-Tax Collector, including, but not limited to:
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5 Agreement;
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The specific nature of each task performed as services under this
The name of the person performing each such task;
The number of hours worked by each such person for each such task;
The hourly rate per each such person performing each such task; and
The related, reasonable and necessary, out-of-pocket expenses incurred,
1 0 as provided for in paragraph 3 of this Agreement.
II In addition to the requirements of this paragraph 4 of this Agreement, each invoice
I2 shall set forth a summary of hours worked by each partner and associate lawyer, and paralegal
I3 for the applicable billing period. Furthermore, each such invoice shall set forth the product of
I4 such summary of hours worked by each person multiplied by such person's billing rate, as set
I5 forth herein (e.g., Mr. Becker's total hours worked= 10 hours; Mr. Becker's hourly billing rate
I6 is $548; 10 hours x Mr. Becker's billing rate of $548 per hour= $5,480).
I7 In preparing invoices, ATTORNEY shall segregate each task performed on a daily
I8 basis. If requested by County Counsel, or his or her designee, ATTORNEY shall segregate
19 work performed and related, reasonable and necessary, out-of-pocket expenses incurred on the
20 basis of each project. ATTORNEY shall not combine unrelated tasks as a single entry in lieu
21 of setting forth the hours of work performed by a partner, associate lawyer, or paralegal on
22 each specific task.
23 ATTORNEY shall prepare its mv01ces in an organized manner that facilitates an
24 efficient review of the services performed and the expenses incurred in order to provide
25 COUNTY with a clear and complete understanding of how much time was devoted to specific
26 tasks and projects, and the cost associated therewith.
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Hawkins Agreement
1 ATTORNEY shall keep complete records of the services provided, as described in this
2 paragraph 4 of this Agreement, together with all related reasonable and necessary, out-of-
3 pocket expenses applicable to the work provided under this Agreement. COUNTY's Auditor-
4 Controller/Treasurer-Tax Collector, or his or her duly authorized representatives, shall be
5 given reasonable access to all of these records for the purposes of audit of this Agreement.
6 In addition, ATTORNEY shall be subject to the examination and audit of such records
7 by the Auditor General for a period of three (3) years after final payment under this Agreement
8 (Gov. Code, § 8546.7).
9 5. Term of Agreement: This Agreement shall be effective as of July 1, 2015. At
10 any time during the period of July 1, 2015 through and including June 30, 2016, the County
11 Counsel, or his or her designee, may authorize ATTORNEY to perform any work under
12 paragraph 1 of this Agreement, and ATTORNEY's performance of such work may occur
13 during such period, or may occur any time after June 30, 2016.
14 Either party may terminate this Agreement at any time, either in whole or in part.
15 However, if ATTORNEY elects to terminate this Agreement, COUNTY's rights under any
16 pending matter which may arise from ATTORNEY's services hereunder shall not be
17 prejudiced due to such termination as required by the Rules of Professional Conduct of the
18 State Bar of California. Subject to paragraph 3 of this Agreement, ATTORNEY shall be paid
19 for all services performed to the date of termination of this Agreement, which are done to the
20 reasonable satisfaction of COUNTY.
21 6. Independent Contractor: In performance of the work, duties and obligations
22 assumed by ATTORNEY under this Agreement, it is mutually understood and agreed that
23 ATTORNEY, including any and all of ATTORNEY's officers, agents, and employees will at
24 all times be acting and performing as an independent contractor, and shall act in an
25 independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or
26 associate of COUNTY. Furthermore, COUNTY shall have no right to control or supervise or
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Hawkins Agreement
1 direct the manner or method by which ATTORNEY shall perform its obligations under this
2 Agreement. However, COUNTY shall retain the right to administer this Agreement so as to
3 verify that ATTORNEY is performing its obligations in accordance with the terms and
4 conditions hereof. ATTORNEY and COUNTY shall comply with all applicable provisions of
5 law and the rules and regulations, if any, of governmental authorities having jurisdiction over
6 matters of the subject hereof.
7 Because of its status as an independent contractor, ATTORNEY shall have absolutely
8 no right to employment rights and benefits available to COUNTY employees. ATTORNEY
9 shall be solely liable and responsible for providing to, or on behalf of, its employees alllegally-
1 0 required employee benefits. In addition, ATTORNEY shall be solely responsible and save
11 COUNTY harmless from all matters related to payment of ATTORNEY's employees,
12 including compliance with social security, withholding, and all other regulations governing
13 such matters. It is acknowledged that during the term of this Agreement, ATTORNEY may be
14 providing services to others unrelated to COUNTY or to this Agreement.
15 7. Hold Harmless: ATTORNEY shall hold COUNTY, its officers, agents, and
16 employees harmless and indemnify and defend COUNTY, its officers, agents, and employees
17 against payment of any and all costs and expenses (including attorney's fees and court cost),
18 claims, suits, losses, damages, and liability arising from or arising out of any actual or alleged
19 negligent or wrongful acts or omissions of ATTORNEY, including its partners, officers,
20 agents, and employees, in performing or failing to perform the services provided herein.
21 COUNTY's receipt of any insurance certificates required herein does not in any way relieve
22 the ATTORNEY from its obligations under this paragraph 7 ofthis Agreement.
23 The provisions ofthis paragraph 7 shall survive the termination ofthis Agreement.
24 8. Insurance: Without limiting COUNTY's rights under paragraph 7 of this
25 Agreement, or against any third parties, ATTORNEY, at its sole expense, shall maintain in full
26 force and effect the following insurance policies throughout the entire term of this Agreement:
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FY 2015-2016 BOND COUNSEL SPECIAL PROJECTS
Hawkins Agreement
A. A policy of professional liability insurance with limits of coverage of not
2 less than Ten Million and No/100 Dollars ($10,000,000.00) per covered event;
3 B. A policy of comprehensive general liability insurance with limits of
4 coverage ofnot less than One Million and No/100 Dollars ($1,000,000.00) per occurrence. The
5 policy of comprehensive general liability shall be written on a per occurrence basis. (Such
6 insurance shall include automobile insurance coverage, provided however, if ATTORNEY
7 maintains comprehensive general liability insurance that does not cover a loss in connection
8 with an automobile, ATTORNEY shall also obtain and maintain automobile liability insurance
9 coverage with limits of coverage of not less than One Hundred Thousand and Noll 00 Dollars
10 ($100,000.00) per person and Three Hundred Thousand and No/100 Dollars ($300,000.00) per
11 occurrence and shall be written to cover all vehicles or owned and non-owned vehicles); and
12 C. A policy of workers compensation insurance as is required by the
13 California Labor Code, providing full statutory coverage.
14 All such insurance policies shall be issued by insurers who have at least have an A.M.
15 Best rating of A, FSC, VII (except for the Professional Liability Insurance policy, which shall
16 be issued by an insurer who has at least a Standard & Poor's and Fitch's rating of AA-because
17 the specialized carrier is fulfilling a need in a specialty market) and shall be acceptable to
18 COUNTY's Personnel Services Manager, Risk Management Division. In addition, the
19 comprehensive general liability insurance policy (and, the automobile liability insurance
20 policy, if such policy is at any time maintained separately from the comprehensive general
21 liability insurance policy) shall name COUNTY, its officers, agents, and employees,
22 individually and collectively, as additional insureds, but only insofar as the operations under
23 this Agreement are concerned. Such coverage for additional insureds shall apply as primary
24 insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers,
25 agents, and employees, shall be excess only and not contributing with such insurance provided
26 under ATTORNEY's policies herein. This insurance shall not be canceled, reduced, or
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FY 2015-2016 BOND COUNSEL SPECIAL PROJECTS
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changed without a minimum of thirty (30) calendar days advance, written notice given to
County Counsel (at the address for notices to County Counsel provided herein) and to
COUNTY's Personnel Services Manager, Risk Management Division, at the following
address:
Personnel Services Manager, Risk Management Division
COUNTY OF FRESNO
2220 Tulare Street, 16th Floor
Fresno, CA 93721
ATTORNEY shall provide to County Counsel a certificate of insurance for all the
foregoing policies and an endorsement to ATTORNEY's comprehensive general liability
insurance policy (and, to ATTORNEY's automobile liability insurance policy, if such policy is
at any time maintained separately from the comprehensive general liability insurance policy)
naming COUNTY as an additional insured, as stated above, which are acceptable to
COUNTY's Personnel Services Manager, Risk Management Division, evidencing proof of
such insurance coverages required herein prior to performing any services under this
Agreement.
In addition to its obligations set forth hereinabove, ATTORNEY agrees that it shall
maintain, at its sole expense, in full force and effect for a period of three (3) years following
the termination of this Agreement a policy of professional liability insurance with limits of
coverage of not less than Ten Million and No/1 00 Dollars ($1 0,000,000.00) per claim;
provided, however, in the event that ATTORNEY does not maintain such policy of insurance
for such entire three (3) year period, ATTORNEY shall maintain, at its sole expense, in full
force and effect extended claims reporting coverage insurance in lieu thereof in the amount of
not less than Ten Million and No/100 Dollars ($10,000,000.00).
If either the professional liability or comprehensive general liability insurance policies
(or, the automobile liability insurance policy, if such policy is at any time maintained
separately from the comprehensive general liability insurance policy) required to be
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FY 2015-2016 BOND COUNSEL SPECIAL PROJECTS
Hawkins Agreement
1 maintained pursuant to this paragraph 8 of this Agreement, or both (or all of them, as the case
2 may be), have a self-insured retention, such self-insured retentions shall be funded by
3 ATTORNEY and approved by COUNTY's Personnel Services Manager, Risk Management
4 Division.
5 The provisions of this paragraph 8 shall survive the termination of this Agreement.
6 9. Agreement is Binding Upon Successors: This Agreement shall be binding upon
7 COUNTY and ATTORNEY and their successors, executors, administrators, legal
8 representatives, and assigns with respect to all the covenants and conditions set forth herein.
9 10. Assignment and Subcontracting: Notwithstanding anything stated to the
10 contrary in paragraph 9 of this Agreement, neither party hereto shall assign, transfer, or sub-
11 contract this Agreement nor its rights or duties hereunder without the written consent of the
12 other.
13 11. Amendments: This Agreement may only be amended in writing signed by the
14 parties hereto.
15 12. Conflict of Interest: ATTORNEY promises, covenants, and warrants that, after
16 having performed a reasonable investigation, the performance of its services and representation
17 to COUNTY under this Agreement do not result in a "conflict of interest" as that term is used
18 in the Rules of Professional Conduct of the State Bar of California. In the event a "conflict of
19 interest" occurs, ATTORNEY will request COUNTY's Board of Supervisors to waive such
20 "conflict of interest" on a case-by-case basis.
21 13. Further Assurances by ATTORNEY: ATTORNEY represents that it has read
22 and is familiar with Government Code §§ 1090 et seq. and §§ 87100 et seq. ATTORNEY
23 promises, covenants, and warrants that, after having performed a reasonable investigation, the
24 performance of its services under this Agreement shall not result in or cause a violation by it of
25 Government Code§§ 1090 et seq. and§§ 87100 et seq.
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14. Compliance With Laws: ATTORNEY shall comply with all federal, state, and
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1 local laws and regulations applicable to the performance of its obligations under this
2 Agreement.
3 15. Notices: The persons and their addresses having authority to give and receive
4 notices under this Agreement include the following:
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COUNTY
County Counsel
COUNTY OF FRESNO
2220 Tulare Street,
5th Floor
Fresno, CA 93721
ATTORNEY
Arto C. Becker, Esq.
Hawkins Delafield & Wood, LLP
Wells Fargo Center
333 South Grand Avenue, Suite 3650
Los Angeles, CA 90071
9 Any and all notices between COUNTY and ATTORNEY provided for or permitted
10 under this Agreement or by law shall be in writing and shall be deemed duly served when
11 personally delivered to one of the parties, or in lieu of such personal service, when deposited in
12 the United States Mail, postage prepaid, addressed to such party. Any notices to be given or
13 provided for under this Agreement are not modifications or changes of this Agreement.
14 16. Venue and Governing Law: The parties agree that, for purposes of venue,
15 performance under this Agreement is to be in Fresno County, California. The rights and
16 obligations of the parties and all interpretations and performance of this Agreement shall be
1 7 governed in all respects by the laws of the State of California.
18 17. Disclosure of Self-Dealing Transactions: This provision is only applicable if
19 ATTORNEY is operating as a corporation (a for-profit or non-profit corporation) or if during
20 the term of this Agreement, ATTORNEY changes its status to operate as a corporation.
21 Members of ATTORNEY's Board of Directors shall disclose any self-dealing
22 transactions that they are a party to while ATTORNEY is providing goods or performing
23 services under this Agreement. A self-dealing transaction shall mean a transaction to which the
24 ATTORNEY is a party and in which one or more of its directors has a material financial
25 interest. Members of the Board of Directors shall disclose any self-dealing transactions that
26 they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form
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FY 2015-2016 BOND COUNSEL SPECIAL PROJECTS
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1 (Exhibit A) and submitting it to COUNTY pnor to commencmg with the self-dealing
2 transaction or immediately thereafter.
3 18. Entire Agreement: This Agreement constitutes the entire agreement between
4 COUNTY and ATTORNEY with respect to the specialized legal services to be provided
5 herein and supersedes any previous agreement concerning the subject matter hereof,
6 negotiations, proposals, commitments, writings, or understandings of any nature whatsoever
7 unless expressly included in this Agreement.
8 If any part of this Agreement is found violative of any law or is found to be otherwise
9 legally defective, ATTORNEY and COUNTY shall use their best efforts to replace that part of
10 this Agreement with legal terms and conditions most readily approximating the original intent
11 of the parties.
12 [SIGNATURE PAGES FOLLOWJ
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1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
'·
2 executed as of the day and year first above written.
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ATTORNEY:
HAWKINS DELAFIELD & WOOD, LLP
By~C.~~
o . Becker, Esq.
Partner
COUNTY:
COUNTY OF FRESNO,
a political subdivision of the
State of California
·,,;
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ATTEST:
BERNICE E. SEIDEL, Clerk
Board of Supervisors
18 By~~~
19
_ ~ __ _ Deputy __ _ _
20 Ill
21 Ill
21 Ill
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REVIEWED AND RECOMMENDED
FOR APPROVAL:
By: __ ~~~~~~~~~~~~~~
Daniel C. Cederberg
County Counsel
APPROVED AS TO ACCOUNTING FORM:
VICKI CROW, C.P.A.,
AUDITOR-CONTROLLER/TREASURER-
TAX COLLECTOR
APPROVED AS TO LEGAL FORM:
DANIEL C. CEDERBORG, COUNTY COUNSEL
By:~d
eputy
ORG: 0710
FUND: 0001
ACCOUNT: 7295
SUBCLASS: 10000
Hawkins Special Projects Agreement FY 2015-2016
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FY 2015-2016 BOND COUNSEL SPECIAL PROJECTS
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SELF-DEALING TRANSACTION DISCLOSURE FORM
Exhibit A
Page I of2
In order to conduct business with the County of Fresno (hereinafter referred to as "County"},
members of a contractor's board of directors (hereinafter referred to as "County Contractor"}, must
disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest"
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1} Enter board member's name, job title (if applicable}, and date this disclosure is being made.
(2} Enter the board member's company/agency name and address.
(3} Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction; and
b. The nature of the material financial interest in the Corporation's transaction that the
board member has.
(4} Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5} Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4}.
(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)
Exhibit A
Page 2 of2
(4} Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a)
(5) Authorized Signature
Signature: I Date: 1