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Agreement No.15-327
AGREEMENT
THIS AGREEMENT is made and entered into this \ ~ day of ~ ~ , 2015,
by and between the COUNTY OF FRESNO, a Political Su.:ivision of the Stat~alifornia,
hereinafter referred to as "COUNTY," and CENTRAL CALIFORNIA FACULTY MEDICAL
GROUP, INC. (CCFMG), a California Professional Corporation, whose address is 2625 E.
Divisadero Street, Fresno, California 93721, hereinafter referred to as "CONTRACTOR."
WIT N E S SETH:
WHEREAS, COUNTY, through its Department of Public Health (DPH), has been designated as
the local EMS Agency ("EMS Agency") of the County of Fresno pursuant to California Health and
Safety Code Section 1797.200"; and
WHEREAS, in accordance with Health and Safety Code Section 1797.202, the EMS Agency is
required to have a licensed physician and surgeon as medical director, who has substantial experience
in the practice of emergency medicine to provide medical control and to assure medical accountability
throughout the planning, implementation, and evaluation of the EMS system; and
WHEREAS, CONTRACTOR currently provides EMS Agency medical director services to
COUNTY through that certain Agreement for EMS Agency medical director services dated August
30,2011 (County Agreement No. 11-544), which will terminate on June 30, 2015; and
WHEREAS, CONTRACTOR represents that it possess the skills and professional staff to
provide such professional services and desires to continue providing EMS Agency medical director
services for COUNTY; and
WHEREAS, CONTRACTOR and COUNTY have developed this successor Agreement to
become effective upon expiration of the existing Agreement; and
NOW, THEREFORE, in consideration of their mutual covenants and conditions, the
parties hereto agree as follows:
1. SERVICES
A. CONTRACTOR shall provide services for the EMS Agency, encompassing
2 7 medical control activities for Fresno, Kings, Madera and Tulare Counties, medical direction for the
2 8 EMS training and specialty care programs.
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Fresno, CA
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B. All physicians supplied under this Agreement shall:
1) Be licensed to practice medicine in the State of California;
2) Meet the qualifications of a local EMS Agency Medical Director under
the California Health and Safety Code section 1797 .202; and
3) Be acceptable to COUNTY.
C. It is acknowledged between both parties to this Agreement that sixty (60) days
prior to the assignment of any new physician to the EMS Agency, CONTRACTOR shall provide to
COUNTY the name(s), qualifications and work history ofphysician(s) being considered for the EMS
Agency.
In this regard:
1) COUNTY reserves the right to review qualifications and/or work history;
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13 2) COUNTY reserves the right to reject any physician regardless of
14 qualifications and/or work history.
15 D. CONTRACTOR shall furnish COUNTY with EMS Medical Director services as
16 stated in this Paragraph One (1) for an average of fifty (50) hours each month as mutually scheduled
17 between COUNTY and CONTRACTOR. As part of it commitment to this Agreement, the designated
18 EMS Medical Director shall:
19 1) provide a minimum of 4 hours each month for in-office hours in the EMS
2 0 Division; and
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2) preside as chairman of the Regional Medical Control Committee and
provide a minimum attendance of 75% of scheduled meetings. Since this committee is primarily an
advisory committee to the EMS Medical Director, meetings may be canceled when the EMS Medical
Director is unable to attend; and
3) attend all regularly scheduled Continuous Quality Improvement (CQI)
meetings, which may be assigned to an assistant EMS Medical Director; and
4) attend, at a minimum, 75% of the following meetings:
(a) Regional Trauma Audit Committee meetings
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1 (b) EMS Operations (EMSOC) meetings
2 (c) EMS staffmeetings; and
3 5) attend, at a minimum, 50% at each of the following meetings:
4 (a) Fresno County Emergency Medical Care Committee (EMCC)
5 (quarterly)
6 (b) Kings County Emergency Medical Care Committee (EMCC)
7 (bi-annual)
8 (c) Madera County Emergency Medical Care Committee (EMCC)
9 (Quarterly)
10 (d) Tulare County Emergency Medical care Committee (EMCC)
11 (quarterly)
12 (e) Emergency Medical Directors Advisory Committee (EMDAC)
13 (quarterly)
14 6) provide the necessary hours for Continuous Quality Improvement (CQI)
15 matters and review ofCQI reports.
16 The EMS Medical Director may designate the approved assistant medical
17 director to attend meetings in his absence or in his place as a permanent assignment with the approval
18 of the EMS Division Manager. Attendance shall be verified by meeting attendance sheets and minutes
19 of the meeting. Meetings may be canceled by the EMS Agency and do not count against the minimum
2 0 attendance requirement.
21 E. Physician(s) furnished by CONTRACTOR shall at all times perform their duties
2 2 in accordance with the highest scientific, professional and ethical standards of the medical profession
2 3 and at all times will act within the policies, rules and regulations of COUNTY, the California State
24 Department of Health and State of California and local laws and administrative regulations relating to
25 health.
26 F. COUNTY shall provide all appropriate facilities, equipment, necessary supplies
2 7 and assistance of professional, technical and non-technical personnel that may be reasonably required
2 8 by CONTRACTOR in the performance of services under this Agreement without cost to
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1 CONTRACTOR.
2 2. TERM
3 This Agreement shall become effective on the 1st day of July, 2015 and shall terminate
4 on the 30th day of June, 2018.
5 3. TERMINATION
6 A. Non-Allocation of Funds -The terms of this Agreement, and the services to be
7 provided thereunder, are contingent on the approval of funds by the appropriating government agency.
8 Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
9 terminated at any time by giving CONTRACTOR at least thirty (30) days advance written notice.
10 B. Breach of Contract -COUNTY may immediately suspend or terminate this
11 Agreement in whole or in part, where in the determination of COUNTY there is:
12 An illegal or improper use of funds;
13 A failure to comply with any term of this Agreement;
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2)
3)
4)
A substantially incorrect or incomplete report submitted to COUNTY;
Improperly performed service.
16 In no event shall any payment by COUNTY constitute a waiver by COUNTY of
17 any breach ofthis Agreement or any default which may then exist on the part of CONTRACTOR.
18 Neither shall such payment impair or prejudice any remedy available to COUNTY with respect to the
19 breach or default. COUNTY shall have the right to demand of CONTRACTOR the repayment to
2 0 COUNTY of any funds disbursed to CONTRACTOR under this Agreement, which in the judgment of
21 COUNTY were not expended in accordance with the terms of this Agreement. CONTRACTOR shall
22 promptly refund any such funds upon demand or, at COUNTY's option, such repayment shall be
23 deducted from future payments owing to CONTRACTOR under this Agreement.
24 C. Without Cause -Under circumstances other than those set forth above, this
2 5 Agreement may be terminated by COUNTY upon the giving thirty (30) days
2 6 advance written notice of an intention to terminate to CONTRACTOR.
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1 4. COMPENSATION
2 A. For CONTRACTOR'S performance of EMS Medical Director Services herein,
3 COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive compensation pursuant
4 to Exhibit A, attached hereto and incorporated herein by this reference. In no event shall compensation
5 for COUNTY'S performance of EMS Medical Director Services under this Agreement be in excess of
6 the amounts listed as follows:
7 (1) For the period of July 1, 2015 through June 30, 2016, the amount of this
8 Agreement shall not exceed Sixty-Three Thousand and 00/100 Dollars ($63,000.00).
9 (2) For the period of July 1, 2016 through June 30, 2017, the amount of this
10 Agreement shall not exceed Sixty-Four Thousand Eight Hundred Ninety and 00/100 Dollars
11 ($64,890.00).
12 (3) For the period of July 1, 2017 through June 30, 2018, the amount ofthis
13 Agreement shall not exceed Sixty-Six Thousand Eight Hundred Thirty-Seven and 00/100 Dollars
14 ($66,837.00).
15 (4) In the event CONTRACTOR does not in any month furnish services for
16 the monthly average number ofhours as set forth in Paragraph 1.D ofthis Agreement,
17 CONTRACTOR's monthly compensation shall be reduced by five percent (5%). It is understood that
18 all expenses incidental to CONTRACTOR's performance of services under this Agreement shall be
19 borne by CONTRACTOR.
2 0 COUNTY may terminate this Agreement and be relieved of the payment of any
21 consideration to CONTRACTOR should CONTRACTOR fail to perform the covenants herein
2 2 contained at the time and in the manner herein provided. In the event of such termination, COUNTY
2 3 may proceed with obtaining services from another service provider in any manner deemed proper by
24 COUNTY. The cost to COUNTY for such alternate services shall be deducted from any sum due
2 5 CONTRACTOR under this Agreement.
2 6 Payments by COUNTY shall be in arrears, for services provided during the preceding
2 7 month, within forty-five ( 45) days after receipt and verification of CONTRACTOR's invoices by
28 COUNTY's Department of Public Health. If CONTRACTOR should fail to comply with any
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1 provision of this Agreement, COUNTY shall be relieved of its obligation for further compensation.
2 5. INVOICING
3 CONTRACTOR shall submit an invoice (time sheet) for each month. The invoice shall
4 be submitted to the EMS Division within the first 15 days ofthe following month and shall include the
5 date(s) of services, hours of service each day, and the total number of hours covered by each invoice.
6 Invoices shall be submitted to the County of Fresno, Department of Public Health, P. 0. Box 11867,
7 Fresno, CA 93775, Attention: Emergency Medical Services.
8 CONTRACTOR shall not charge or seek reimbursement from any third party for any
9 services furnished under this Agreement.
10 6. INDEPENDENT CONTRACTOR
11 In performance of the work, duties, and obligations assumed by CONTRACTOR under
12 this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of
13 CONTRACTOR's officers, agents, and employees will at all times be acting and performing as an
14 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
15 employee, joint venturer, partner, or associate ofthe COUNTY. Furthermore, COUNTY shall have
16 no right to control or supervise or direct the manner or method by which CONTRACTOR shall
17 perform its work and function. However, COUNTY shall retain the right to administer this
18 Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the
19 terms and conditions thereof. CONTRACTOR and COUNTY shall comply with all applicable
2 0 provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction
21 over matters which are directly or indirectly the subject ofthis Agreement.
22 Because of its status as an independent contractor, CONTRACTOR shall have
2 3 absolutely no right to employment rights and benefits available to COUNTY employees.
24 CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees
2 5 all legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and
2 6 save COUNTY harmless from all matters relating to payment of CONTRACTOR's employees,
2 7 including compliance with Social Security, withholding, and all other regulations governing such
2 8 matters. It is acknowledged that during the term of this Agreement, CONTRACTOR may be
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1 providing services to others unrelated to the COUNTY or to this Agreement.
2 7. MODIFICATION
3 Any matters of this Agreement may be modified from time to time by the written
4 consent of both of the parties without, in any way, affecting the remainder.
5 8. NON-ASSIGNMENT
6 Neither party shall assign, transfer or subcontract this Agreement nor their rights or
7 duties under this Agreement without the prior written consent of the other party and prior written
8 approval ofthe State of California Emergency Medical Services Authority.
9 9. HOLD HARMLESS
10 CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY's request,
11 defend the COUNTY, its officers, agents and employees from any and all costs and expenses,
12 including attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting to
13 COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its officers,
14 agents or employees under this Agreement, and from any and all costs and expenses, including
15 attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting to any
16 person, firm or corporation who may be injured or damaged by the performance, or failure to perform,
17 of CONTRACTOR, its officers, agents or employees under this Agreement.
18 10. INSURANCE
19 Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR
2 0 or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect the
21 following insurance policies throughout the term of this Agreement:
22 A.
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Commercial General Liability
Commercial General Liability Insurance with limits of not less than One Million
Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million
Dollars ($2,000,000). This policy shall be issued on a per occurrence basis.
COUNTY may require specific coverage including completed operations,
product liability, contractual liability, Explosion, Collapse, and Underground
(XCU), fire legal liability or any other liability insurance deemed necessary
because of the nature of the Agreement.
Automobile Liability
Comprehensive Automobile Liability Insurance with limits for bodily injury of
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C.
D.
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 Dollars ($50,000), or such coverage with a
combined single limit of Five Hundred Thousand Dollars ($500,000). Coverage
should include owned and non-owned vehicles used in connection with this
Agreement.
Professional Liability
If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N.,
L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with
limits of not less than One Million Dollars ($1,000,000) per occurrence, Three
Million Dollars ($3,000,000) annual aggregate. CONTRACTOR 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, one or more policies of
professiona1liability insurance with limits of coverage as specified herein.
Worker's Compensation
A policy of worker's compensation insurance as may be required by the
California Labor Code.
15 CONTRACTOR shall obtain endorsements to the Commercial General Liability
16 insurance naming the County of Fresno, its officers, agents, and employees, individually and
17 collectively, as additional insured, but only insofar as the operations under this Agreement are
18 concerned. Such coverage for additional insured shall apply as primary insurance and any other
19 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall be
20 excess only and not contributing with insurance provided under CONTRACTOR's policies herein.
21 This insurance shall not be cancelled or changed without a minimum ofthirty (30) days advance
2 2 written notice given to COUNTY.
2 3 Within thirty (30) days from the date CONTRACTOR signs this Agreement,
2 4 CONTRACTOR shall provide certificates of insurance and endorsements as stated above for the
25 foregoing policies, as required herein, to the County of Fresno, Department ofPub1ic Health, P.O. Box
26 11867, Fresno, CA 93775, Attention: Contracts Section-6th Floor, stating that such insurance
2 7 coverages have been obtained and are in full force; that the County of Fresno, its officers, agents and
2 8 employees will not be responsible for any premiums on the policies; that such Commercial General
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1 Liability insurance names the County of Fresno, its officers, agents and employees, individually and
2 collectively, as additional insured, but only insofar as the operations under this Agreement are
3 concerned; that such coverage for additional insured shall apply as primary insurance and any other
4 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees, shall be
5 excess only and not contributing with insurance provided under CONTRACTOR's policies herein;
6 and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days
7 advance, written notice given to COUNTY.
8 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as
9 herein provided, COUNTY may, in addition to other remedies it may have, suspend or terminate this
1 0 Agreement upon the occurrence of such event.
11 All policies shall be with admitted insurers licensed to do business in the State of
12 California. Insurance purchased shall be from companies possessing a current A.M. Best, Inc. rating
13 of A FSC VII or better.
14 11. CONFIDENTIALITY
15 All services performed by CONTRACTOR under this Agreement shall be in strict
16 conformance with all applicable Federal, State of California and/ or local laws and regulations relating
17 to confidentiality.
18 12. NON-DISCRIMINATION
19 During the performance of this Agreement, CONTRACTOR shall not unlawfully
2 0 discriminate against any employee or applicant for employment, or recipient of services, because of
21 race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical
22 condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, or
23 sexual orientation, or military or veteran status pursuant to all applicable State and Federal statutes and
2 4 regulations.
25 13. REPORTS
2 6 CONTRACTOR agrees to submit to COUNTY reports, as requested of COUNTY by
2 7 the State of California Emergency Medical Services Authority, related to services provided by
2 8 CONTRACTOR under this Agreement.
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1 14. DISCLOSURE OF SELF-DEALING TRANSACTIONS
2 This provision is only applicable if the CONTRACTOR is operating as a corporation (a
3 for-profit or non-profit corporation) or if during the term of this Agreement, the CONTRACTOR
4 changes its status to operate as a corporation.
5 Members ofthe CONTRACTOR's Board of Directors shall disclose any self-dealing
6 transactions that they are a party to while CONTRACTOR is providing goods or performing services
7 under this agreement. A self-dealing transaction shall mean a transaction to which the
8 CONTRACTOR is a party and in which one or more of its directors has a material financial interest.
9 Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to
10 by completing and signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit B
11 and incorporated herein by reference, and submitting it to the COUNTY prior to commencing with the
12 self-dealing transaction or immediately thereafter.
13 15. AUDITS AND INSPECTIONS
14 CONTRACTOR shall at any time during business hours, and as often as COUNTY may
15 deem necessary, make available to COUNTY for examination all of its records and data with respect
16 to the matters covered by this Agreement. CONTRACTOR shall, upon request by COUNTY, permit
17 COUNTY to audit and inspect all such records and data necessary to ensure CONTRACTOR's
18 compliance with the terms of this Agreement.
19 If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00),
2 0 CONTRACTOR shall be subject to the examination and audit of the State Auditor for a period of
21 three (3) years after final payment under contract (Government Code Section 8546. 7).
22 16. NOTICES
2 3 The persons having authority to give and receive notices under this Agreement and their
2 4 addresses include the following:
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COUNTY
Director, County of Fresno
Department of Public Health
P. 0. Box 11867
Fresno, CA 93775
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CONTRACTOR
President and CEO
CCFMG, Inc.
2625 E. Divisadero Street
Fresno, CA 93 721
COUNTY OF FRESNO
Fresno, CA
1 Any and all notices between COUNTY and CONTRACTOR provided for or permitted
2 under this Agreement, or by law, shall be in writing and shall be deemed duly served when personally
3 delivered to one of the parties, or in lieu of such personal service, when deposited in the United States
4 Mail, postage prepaid, addressed to such party.
5 17. GOVERNING LAW
6 The parties agree, that for purposes of venue, performance under this Agreement is to be
7 in Fresno County, California.
8 The rights and obligations of the parties and all interpretation and performance of this
9 Agreement shall be governed in all respects by the laws of the State of California. Additionally, this
1 0 Agreement shall be governed by and construed in accordance with all laws, regulations, and
11 contractual obligations binding on COUNTY by the State of California Emergency Medical Services
12 Authority, including those related to copyrights, publication rights, property and audits and
13 inspections.
14 18. SEVERABILITY
15 The provisions of this Agreement are severable. The invalidity or unenforceability of
16 any one provision in the Agreement shall not affect the other provisions.
17 19. ENTIRE AGREEMENT
18 This Agreement, including all Exhibits, constitutes the entire agreement between
19 CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous
2 0 agreement negotiations, proposals, commitments, writings, advertisements, publications, and
21 understandings of any nature whatsoever unless expressly included in this Agreement. No variation or
22 modification ofthis Agreement and no waiver of any of its provisions or conditions shall be valid
2 3 unless in writing and signed by an authorized agent or officer or the parties.
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1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
2 year first hereinabove written.
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CONTRACTOR:
CENTRAL CALIFORNIA FACULTY
MEDICAL GROUP INC.
Prin
Title:
Chairman of Board, or
President, or any Vice President,
or CEO
Date: _____ _
By C)d.&it) ..
PrintNameJo,r\\C~ Sacc'rer-\
Title: __ (~_~f{)_!.~:.__ ______ _
Date:
Secretary (of Corporation), or
any Assistant Secretary, or
ChiefFinancial Officer, or
any Assistant Treasurer
------
Mailing Address:
2625 E. Divisadero Street
Fresno, CA 93 721
Phone No.: (559) 453-5200
Contact: Executive Director
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COUNTY OF FRESNO:
By~~~~~~~~~~~~~
Chairman, Board of Supervisor
BERNICE E. SEIDEL, Clerk
Board of Supervisors
By (j\J)(,' ~ ' ~
Date: \\ \~ \ '10\S" I ~
COUNTY OF FRESNO
Fresno, CA
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AGREEMENT BETWEEN THE COUNTY OF FRESNO AND
CENTRAL CALIFORNIA FACULTY MEDICAL GROUP, INC.
APPROVED AS TO ACCOUNTING FORM:
VICKI CROW, C.P.A., AUDITOR-CONTROLLER/
TREASURER-TAX COLLECTOR
REVIEWED AND RECOMMENDED FOR APPROVAL:
By dlt/UI
David Pomaville, Director
Department of Public Health
Fund/Subclass:
Organization:
Account#:
0001/10000
56201692
56201695
7295
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Exhibit A
~:P~yme,t~J~-~.;:{~L~ ... ·:~~ ' ::'Date ~J, ~"":' ::~:~.· · ..... ~:::;'!:~: ••. ·•··• .!. :, •.•• ·'i. ·.~g~rs~'i]'~~J.~S.~iJ¥1~t~:
1 Jell 2015 $5,250.00'
2 Aug 2015 $5,250.00
3 Sep 2015 $5,250.00
4 Oct 2015 $5,250.00
5 Nov 2015 $5,250.00
6 Dec 2015 $5,250.00
7 Jan 2016 $5,250.00
8 Feb 2016 $5,250.00
9 Mar 2016 $5,250.00
10 Apr2016 $5,250.00
11 May 2016 $5,250.00
12 Jun 2016 $5,250,00
13 Jul2016 $5,407.-50
14 Aug 2016 $5,407.50
15 Sep 2016 $5,407.50
16 Oct 2016 $5,40.7.50
17 Nov 2016 $5,407.50
18 Dec 2016 $5,407.50
19 Jan 2017 $5,407.50
20 Feb 2017 $5,407.50
21 Mar 2017 $5,407.50
22 Apr 2017 $5,407.50
23 May 2017 $5,407.50
24 Jun 2017 $5,407.50
25 Jul2017 $5,569.75
26 Aug 2017 $5,569.75
27 Sep 2017 $5,569.75
28 Oct 2017 $5,569.75
29 Nov 2017 $5,569.75
30 Dec 2017 $5,569.75
31 Jan 2018 $5,569.75
32 Feb 2018 $5,569.75
33 Mar 2018 $5,569.75
34 Apr2018 $5,569.75
35 May 2018 $5,569.75
36 Jun 2018 $5,569.75
Exhibit B
SELF-DEAUNG TRANSACTION DISCLOSURE FORM
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:
'~ 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).
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ExhibitB ! .,
-Nanie:
Job _Title:
Signature:
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