HomeMy WebLinkAboutAgreement A-15-429 with Fresno Humane Services.pdf1 AGREEMENT 2 THIS AGREEMENT is made and entered into this _ day of--------• 2015, by 3 and between the COUNTY OF FRESNO, a political subdivision of the State of California, hereinafter 4 referred to as "COUNTY", and Fresno Humane Animal Services, a California Non-Profit Public s Benefit Corporation, whose address is 2789 S. Orange Ave., Fresno, California, 93725 hereinafter 6 referred to as "FHAS". 7 WITNESS ETH: s WHEREAS, COUNTY has a need for animal control, poundmaster, shelter and emergency 9 veterinary services for animals from the unincorporated areas of the COUNTY, as authorized and 10 required by Food and Agricultural Code, Sections 31105, 31106, Penal Code, Section 597f, and 11 Fresno County Ordinance Code, Chapter 9.04; and 12 WHEREAS, COUNTY has a further need for services to enforce the COUNTY's dog licensing 13 and control ordinance in Chapter 9.04 of the COUNTY's Ordinance Code and the laws of the State of 14 California pertaining to animal control; and 15 WHEREAS, COUNTY therefore has a need for providing the services required by law (the 16 foregoing animal control, poundmaster, shelter, veterinary, and leash laws enforcement services, shall l 7 be collectively referred to as "Services"); and 18 WHEREAS, COUNTY solicited proposals for Animal Control Services in COUNTY's Request 19 for Proposal, Number: 962-5354 ("RFP") and Addendum one; and 2 O WHEREAS, on June 23, 2015, FHAS submitted a Proposal to COUNTY pursuant to said RFP; 21 and 22 WHEREAS, FHAS desires to provide Services to COUNTY, pursuant to the terms and 2 3 conditions of this Agreement; and 2 4 WHEREAS, the pound site and primary location for delivery of Services will be located on 2 5 COUNTY owned property: 760 W. Nielsen, Fresno, California 93706; and 2 6 WHEREAS, FHAS is engaged in the business of providing the Services, and represents to 2 7 COUNTY that FHAS possesses unique and superior knowledge, skill, resources, and expertise to be 2 8 able to provide the Services, and is fully competent and authorized in such matters, and will take all -1 -COUNTY OF FRESNO Fresno, CA
1 necessary and appropriate action and employ all necessary and appropriate resources, equipment. 2 expertise and personnel to fully perform the Services, holding any and all implicated licenses, permits, 3 permissions and/or approval; and 4 WHEREAS, in reliance upon the foregoing representations of FHAS, COUNTY desires to 5 obtain the Services from FHAS, as an independent contractor of the COUNTY, pursuant to the terms 6 and conditions of this Agreement. to ensure that the Services are being provided to residents in the 7 unincorporated areas of the COUNTY. 8 NOW THEREFORE, in consideration of the above recitals which are made part of this 9 Agreement, the mutual promises and covenants herein contained, and for other good and valuable 1 o consideration the sufficiency of which is hereby acknowledged by the Parties hereto, the Parties agree 11 as follows: 12 I. TERM OF AGREEMENT 13 1. This Agreement shall become effective upon execution with Services commencing on 14 the 1st day of October, 2015 and shall terminate on the 301h day of September, 2018, unless 15 terminated earlier for a reason listed in Section IV, herein. 16 2. This Agreement shall automatically be extended for two (2) additional twelve (12) month 1 7 periods upon the same terms and conditions herein set forth, unless terminated earlier as set forth in 18 Section IV or written notice of nonrenewal is given either by FHAS or COUNTY or COUNTY's DPH 19 Director, or designee, not later than one-hundred eighty (180) days prior to the close of the current 2 o Agreement term. In no event shall this Agreement extend beyond September 30. 2020, except as 21 provided in the following paragraph. 2 2 3. Upon expiration or termination of this Agreement, FHAS shall aid the COUNTY in 23 continuing, uninterruptedly, the requirements of this Agreement, by continuing to perform on a 24 temporary basis. when specifically requested to do so in writing by the COUNTY's authorized 2 5 representative, for a specified term not to exceed 12 months. Such continuance shall be on the same 2 6 terms and conditions as provided in this Agreement; except the COUNTY may request part or all of the 2 7 Services to be performed and payment will be limited to the Compensation Schedule for such 2 8 Services. -2 -COUNTY OF FRESNO Fresno, CA
1 II. SERVICES 2 1. Without limiting any obligations or liabilities owed by FHAS hereunder, during the entire 3 term hereof FHAS shall provide the COUNTY with those Services including, but not limited to, those 4 that are set forth in the Scope of Work, attached hereto as Exhibit A. The Services performed for 5 COUNTY, hereunder, shall include only those Services to the extent performed and originating in or 6 directly for the unincorporated area of the County of Fresno. FHAS's daily schedule and hours worked 7 under this Agreement on a given day shall generally be subject to FHAS's discretion, provided that 8 FHAS shall devote sufficient time as is reasonably necessary to fulfill the spirit and purpose of this 9 Agreement. 10 2. FHAS shall possess and maintain all necessary equipment and supplies, materials, and 11 services, including professional services, and employ and supervise all necessary personnel, to 12 successfully render all Services agreed upon during the term of this Agreement and any renewals 13 thereof. The COUNTY assumes no obligation for the provision of equipment, supplies, or personnel to 14 FHAS for the execution of the Agreement except as expressly provided in paragraph 6, below, in this 15 Section II. All costs of FHAS's performance hereunder including said equipment, supplies, and 16 personnel are to be included in the monetary amount requested by FHAS and agreed to in this 1 7 Agreement. 18 3. FHAS acknowledges and agrees that it shall perform all of its obligations under this 19 Agreement in full compliance with all applicable federal, state and local laws and regulations, which 20 are now in effect or hereinafter enacted from time to time. FHAS, and not COUNTY, is solely 21 responsible for ascertaining what other laws and regulations, not specifically stated herein, apply to the 2 2 performance of FHAS's obligations herein. COUNTY is under no duty whatsoever to advise FHAS of 2 3 same. FHAS acknowledges and agrees that. at all times hereunder, it shall hold any and all 24 necessary licenses, permits, permissions and approvals to provide the Services. 25 4. Notwithstanding the foregoing, COUNTY agrees to notify FHAS of proposed changes in 2 6 its Ordinance Code affecting FHAS's performance under this Agreement, no more than 30 (thirty) days 2 7 prior to the scheduled date for public hearing on the adoption of same. If FHAS claims that such 2 8 change in the Ordinance Code would cause a verifiable and materially adverse financial impact on the -3 COUNTY OF FRESNO Fresno. CA
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 FHAS that was not anticipated on the date that this Agreement was executed by the parties, may request that it receive a change in the compensation or reimbursement payable for the performance of its services. 5. FHAS is engaged in the business of providing the Services, and represents to COUNTY that FHAS possesses unique and superior knowledge, skill, resources. and expertise to be able to provide the Services, and is fully competent and authorized in such matters, and will take all necessary and appropriate action and employ all necessary and appropriate resources, equipment, expertise and personnel to fully perform the Services from and after the effective date of this Agreement according to the terms and conditions hereof. COUNTY relies upon the expertise of FHAS as a specialist to do and perform the Services. Acceptance of the Services by COUNTY shall not operate as a release of FHAS from performance standards as a specialist. 6. FHAS will provide Services at COUNTY's pound site located at 760 W. Nielsen, Fresno, California 93706. COUNTY will maintain said site necessary for FHAS to perform all of its obligations under this Agreement. COUNTY will provide office unit rental costs and repairs, electricity, water, garbage, phone service. routine maintenance of site, and capital improvements at no cost to FHAS. The following COUNTY owned equipment and supplies shall be located at said site for use by FHAS to perform all of its obligations under this Agreement. Equipment and supplies include: (a) Sixty (60) outdoor kennels -covered (b) Forty-six (46) small indoor kennels (c) Modular office unit (d) (e) (f) (g) (h) Sea train container Off-site horse corrals located at Kearney Park Phones, washing machine, dryer, commercial fans, and wash sink Office furniture (desks, chairs, tables), shelves, carts Animal license applications and tags. 2 6 FHAS may use above equipment and supplies only in its performance of Services under this 2 7 Agreement. COUNTY shall retain ownership of above equipment and is responsible for maintaining 2 8 said equipment. -4 -COUNTY OF FRESNO Fresno. CA
1 8. FHAS shall have full access to two (2) of COUNTY'S equipped animal control vehicles, 2 including containment units (hereinafter collectively referred to as ''Vehicles"), for a period not to 3 exceed six (6) months from the date of this Agreement. During that time, COUNTY shall retain 4 ownership of the above Vehicles and will be responsible for routine maintenance of said Vehicles. 5 COUNTY will provide fuel to FHAS and FHAS will compensate COUNTY at the current Internal 6 Revenue Service mileage reimbursement rate. FHAS shall make a payment to COUNTY for mileage 7 for the use of the Vehicles on the fifteenth (151h) of each month for the prior month. 8 FHAS ensures that it will maintain automobile insurance as required in Section IX. 9 FHAS staff assigned to drive the Vehicles, and all staff that may drive the Vehicles, shall complete 1 o driver training through a method approved by COUNTY and shall be placed in the OMV pull program. 11 Vehicles shall only be used for the services stated in this Agreement. Any unauthorized use of the 12 Vehicles shall immediately be reported to COUNTY. 13 Ill. COMPENSATION FOR SERVICES AND REIMBURSEMENT OF EXPENSES 14 1. In consideration of FHAS's performance hereunder including the Services, and subject 15 to the terms and conditions herein, the COUNTY agrees to compensate FHAS according to, and in the 16 manner provided in, the Compensation Schedule, attached hereto as Exhibit B. Notwithstanding 1 7 anything stated to the contrary herein, any compensation payable by COUNTY to FHAS for Services 18 rendered, or reimbursement payable by COUNTY for FHAS's expenses incurred, under this 19 Agreement shall be subject to FHAS performing the Services to the satisfaction of the COUNTY. 20 2. Prior to the commencement of Services under this Agreement, the COUNTY shall 21 compensate FHAS as follows: 22 (a) Twenty-three Thousand Eight Hundred Fifty ($23,850) to be used by FHAS for startup 23 costs associated with the delivery of Services described in this Agreement. COUNTY'S payment to 24 FHAS shall be made by September10, 2015. 25 (b) Payment for six (6) vehicles, including equipped animal containment units and camper 2 6 shells that shall be used for the delivery of Services described in this Agreement. The vehicles and 2 7 animal containment units shall be purchased prior to the commencement of services on October 1, 2 a 2015. FHAS shall be the registered owners of the vehicles with COUNTY as first lienholder. After three -5 -COUNT¥ OF l"RESNO Fresno. CA
l (3) years from the date of this Agreement, and so long as FHAS is not in breach of or default under 2 this Agreement, COUNTY agrees to remove itself as lien holder of the vehicles. In the event of 3 termination of this Agreement within three (3) years from the date of execution, COUNTY will 4 immediately invoke the right to repossession of the vehicles, including animal containment units, which 5 were purchased through this Agreement, and FHAS shall cooperate with COUNTY, including but not 6 limited to making the vehicles, including animal containment units, available at 760 W. Nielsen Ave, 7 Fresno, CA, and immediately transferring title in the vehicles, including animal containment units, to 8 COUNTY. 9 COUNTY shall pay for the vehicles, including equipped animal containment units, and 10 camper shells, upon receipt and verification of a valid purchase order from FHAS. In no event shall the 11 total compensation for the first year, including the cost of the vehicles, camper shells, and animal 12 containment units, exceed the maximum compensation for the period beginning October 1, 2015 13 through September 30, 2016 of One Million Four Hundred Thirteen Thousand, Four Hundred and 14 No/100 Dollars ($1,413,400). COUNTY shall have the right to approve of the make, model, and total 15 cost of each vehicle before the purchase is made. FHAS shall provide fuel for the vehicles and shall be 16 responsible for all maintenance of the vehicles purchased under this Agreement. During the term of 1 7 this agreement, FHAS shall, at its own cost and expense, at all times maintain the vehicles so that 18 they are roadworthy, fit for their intended purpose, in good condition and repair and in good, operable 19 and efficient working order, except for reasonable wear and tear. FHAS shall maintain insurance on 2 o the vehicles as specified in Section IX of this Agreement. The following vehicles shall be purchased in 21 order to provide services under this Agreement: 22 23 24 25 26 27 28 1) 2) 3) 4) One (1) Sports Utility Vehicle One (1) Chevrolet City Express Van, or other comparable vehicle as approved by COUNTY Two (2) Ford F250 Pickup trucks equipped with animal containment units, or other comparable vehicles as approved by COUNTY Two (2) Toyota Tacoma trucks equipped with camper shells, or other comparable vehicles as approved by COUNTY -6 -COUNTY OF FRESNO Fresno, CA
1 3. Notwithstanding such Compensation Schedule, the Parties agree that: 2 (a) FHAS shall not receive any other compensation from COUNTY for Services 3 provided or reimbursement for costs incurred under this Agreement, nor shall FHAS charge any other 4 fee or cost to the COUNTY, unless the parties enter into a written amendment to this Agreement. For 5 the period beginning October 1, 2015 through September 30, 2016, in no event shall all Services 6 performed under this Agreement be in excess of One Million Four Hundred Thirteen Thousand, Four 7 Hundred and No/100 Dollars ($1,413,400). For year two (October 1, 2016 through September 30, 8 2017) and year three (October 1, 2017 through September 30, 2018) in no event shall all Services 9 performed under this Agreement be in excess of One Million One Hundred Seventy-five Thousand, 1 o Four Hundred Fifty and No/100 Dollars ($1, 175,450) each year. Each twelve-month auto renewal 11 period shall increase at a rate of three percent from the prior year compensation as follows: for year 12 four (October 1, 2018 through September 30, 2019) in no event shall all Services performed under this 13 Agreement be in excess of One Million Two Hundred Ten Thousand, Seven Hundred Fourteen and 14 No/100 Dollars ($1,210,714); for year five (October 1, 2019 through September 30, 2020) in no event 15 shall all Services performed under this Agreement be in excess of One Million Two Hundred Forty-16 seven Thousand, Thirty-four and No/100 Dollars ($1,247,034). COUNTY agrees to compensate 1 7 FHAS according to, and in a manner provided in, the Compensation Schedule, attached hereto as 18 Exhibit B. County's payments shall be made to FHAS in advance (except for Emergency Veterinary 19 Services and Contingency Fund expenses), on the tenth (101h) day of each month. 20 (b) Payments by COUNTY shall be in arrears for Emergency Veterinary Services 21 and Contingency Fund expenses provides during the preceding month. within forty-five (45) days after 22 receipt and verification of FHAS's invoices by COUNTY'S Department of Public Health. 23 (c) COUNTY will establish reasonable fees to the public for animal adoption, 24 licensing, animals reclaimed from the shelter, together with a reasonable charge for the cost and care 2 5 of such animals while impounded and FHAS shall be responsible for collecting all fees. 26 (d) Animal adoption fees shall be retained by FHAS to offset the cost of spay, 2 7 neuter, and vaccination of adoptive animals. 28 -7 -COUNTY OF FRESNO Fresno, CA
1 (e) All other fees collected by FHAS, including but not limited to animal license fees, 2 reclaim fees, impound fees, and shelter/boarding fees shall be remitted by FHAS to COUNTY on a 3 monthly basis during the Term of this Agreement. Fees are due on the 15th day of each month for the 4 previous month. 5 (f) Books, accounts and records of FHAS's revenues, costs and expenses 6 pertaining to the Services shall be kept on a generally recognized accounting basis and shall 7 specifically identify the respective Services reimbursed or reimbursable by the State. Such books, 8 accounts and records shall be maintained in such a manner as to clearly distinguish revenues, 9 expenses and State reimbursements arising hereunder from other FHAS activities. 10 (g) FHAS shall maintain in good and legible condition all books, documents, papers. 11 data files and other records related to its performance under the Agreement. Such records shall be 12 complete and available to COUNTY, the State, the federal government or their duly authorized 13 representatives for the purpose of audit, examination, or copying during the term of the Agreement and 14 for a period of at least 3 years following the COUNTY's final payment under the Agreement or until 15 conclusion of any pending matter (e.g., litigation or audit), whichever is later. Such records must be 16 retained in the manner described herein until all pending matters are closed. 17 (h) In no event shall any payment by COUNTY constitute a waiver by COUNTY of 18 any breach of this Agreement or any default which may then exist on the part of FHAS. Neither shall 19 such payment impair or prejudice any remedy available to COUNTY with respect to the breach or 2 o default. COUNTY shall have the right to demand of FHAS the repayment to the COUNTY of any 21 funds disbursed to FHAS under this Agreement, which in the judgment of the COUNTY were not 2 2 expended in accordance with the terms of this Agreement. FHAS shall promptly refund any such 23 funds upon demand or, at the COUNTY's option; such repayment shall be deducted from future 24 payments owing to FHAS under this Agreement. 25 (i) This Paragraph 2 of Section Ill shall survive expiration or termination of this 2 6 Agreement. 27 U) FHAS agrees to limit annual administrative costs paid through this Agreement to 2 8 a maximum of fifteen percent (15%) of the total annual program budget. Administrative costs include -8 -COUNTY OF FRESNO Fre·sno, CA
1 all non-direct service personnel such as executive directors, clerical staff and fiscal staff and identified 2 corporate overhead. Employee benefits shall not exceed twenty percent (20%) of total salaries for 3 those employees working under this Agreement. Benefits shall include health insurance, retirement, 4 life insurance, and other optional benefits. Failure to conform to this provision will be grounds for 5 contract termination at the option of the County of Fresno, DPH Director or his designee. This Section 6 shall in no way be construed to classify FHAS or FHAS's officers, agents and employees as an officer, 7 agent, servant, employee, joint venture, partner, or associate of COUNTY. 8 IV. REPORTS & FUNDING REQUESTS 9 1. FHAS will maintain data and utilize a shelter software system capable, at a minimum, of lo effectively managing shelter data, tracking all animals handled, tracking and issuing licenses, and 11 animal rescues and public access to information. 12 2. FHAS shall furnish to County of Fresno, DPH Director (or such other COUNTY officer 13 who, after the effective date of this Agreement, performs his functions, hereinafter the "DIRECTOR") 14 written monthly reports pertaining to Services FHAS provides under this Agreement, as follows: 15 (a) Service Reports: FHAS shall provide the COUNTY with service reports on the 16 animal shelter, adoption program activities. disposition of animal handled, field services performed, 1 7 and related Services performed in the execution of this Agreement in the format approved by the 18 COUNTY. The reports are due by the 15th of each month for the previous month. Such reports shall 19 be approved by FHAS's Board of Directors (or all Members or all General Partners, as applicable) of 20 FHAS prior to submission to the COUNTY. 21 (b) Fiscal Report: FHAS shall provide the COUNTY with fiscal reports detailing 2 2 FHAS 's revenue and expense categories incurred in the execution of this Agreement in the format 23 approved by the COUNTY. The reports are due by the 15tn of each month for the previous month. 24 Such reports shall be approved by FHAS's Board of Directors (or all Members or all General Partners, 2 5 as applicable) of FHAS prior to submission to the COUNTY. FHAS agrees to provide copies of state 26 and federal returns and filings to COUNTY upon the reasonable request of COUNTY. 27 (d) Complaint Report: FHAS shall provide to COUNTY with documentation of 2 8 complaints received from the public regarding Services by 15th of each month for the previous month. -9 -COUNTY OF FRESNO Fresno, CA
1 (e) Dog Bites: Within 24 hours of learning of any animal bite during the 2 performance of Services under this Agreement, FHAS shall inform the COUNTY's authorized 3 representative thereof. 4 (f) Website: In coordination with the COUNTY, FHAS will provide a FHAS s managed website of current content for timely public access to information concerning the animal 6 shelter, animal adoption opportunities, animal licensing, and related services. 7 V. TERMINATION OF AGREEMENT 8 1. Except as otherwise expressly provided herein, the term of this Agreement shall expire 9 upon the first to occur of: 10 11 12 13 14 15 16 17 18 19 20 21 22 23 (i) (ii) (iii) an Event of Non-Appropriation by COUNTY occurs; the day after the last scheduled payment hereunder is paid in full by the COUNTY; FHAS's filing of protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against FHAS; (iv) written notice following any breach or default hereunder by FHAS where such (v) (vi) breach or default is not cured within 30 days written notice thereof by the COUNTY to FHAS; 90 days written notice without cause by COUNTY; written notice following any breach or default hereunder by FHAS where such breach or default is not susceptible of cure following written notice thereof by the COUNTY; (vii) FHAS's material cessation of business or operations; or (viii) expiration. 24 Any such termination shall not relieve a Party of obligations due and owing at the time of 25 termination. However, in the event of breach or default by either Party, the other Party shall be 2 6 relieved of its obligations under this Agreement and may pursue any legal remedies. 27 2. The terms and conditions of this Agreement, and the Services to be provided hereunder 2 8 for the COUNTY, are contingent upon the approval of funds by the COUNTY. An "Event of Non--10 -COUNTY OF FRESNO Fresno, CA
l Appropriation" means the failure of the Board of Supervisors to appropriate money for any Fiscal 2 Period (July 1 through June 30) sufficient for the continued performance by the COUNTY of all 3 COUNTY's obligations hereunder. 4 3. COUNTY agrees that it will do all things lawfully within such official's power (i) to 5 include amounts to make payments hereunder in each annual or biennial budget (as appropriate) to be 6 submitted to the COUNTY's governing body and (ii) to maintain and utilize any funds appropriated in 7 any given Fiscal Period for the purpose for which those funds were appropriated. COUNTY hereby 8 agrees to notify FHAS immediately, and in no case later than 30 days, following the occurrence of an 9 Event of Non~Appropriation. The Parties herein acknowledge that appropriation for payments 10 hereunder is a government function which the COUNTY cannot contractually commit itself in advance 11 to perform and this Agreement does not constitute such a commitment. 12 4. Immediately upon any termination hereof, and without waiver or limitation as to claims, 13 damages, rights and remedies available to COUNTY under law, contract and equity, FHAS 14 immediately shall return to the COUNTY any unearned (current year) fee payments, and the COUNTY 15 shall be possessed of a complete right of setoff as to sums, as well as all properties and materials in 16 the possession of FHAS at the time of termination that are owned by the COUNTY. Such unearned 1 7 fees shall not be construed as, nor constitute a recovery or waiver as to, any claims, damages, rights 18 or remedies available to the COUNTY upon breach or default by FHAS hereunder. 19 5. Notwithstanding the above, the Parties shall at all times retain any right, remedy (in law 2 o or equity), or privilege which may be available to it under applicable laws of the State or any other 21 applicable law including, without limitation, the right to proceed by appropriate court action to enforce 2 2 the terms of the Agreement and the right to recover direct. indirect, consequential or incidental 2 3 damages for the breach of the Agreement. 24 6. In the event of default by FHAS, the COUNTY may procure materials and Services from 2 s another source and may recover the loss occasioned thereby from any unpaid balance due the 26 selected vendor, or by any other legal means available to the COUNTY. FHAS shall reimburse the 2 7 COUNTY for expenses related to delivery of non-specified materials or Services. 28 -11 -COUNTY OF FRESNO Fresno, CA
1 VI. RELEASE OF INFORMATION AND OWNERSHIP OF WORK PRODUCT 2 1. Except to the extent required by law, any reports, information; or other data prepared or 3 assembled by FHAS pursuant to this Agreement for COUNTY shall not be made available to any 4 individual or organization by FHAS without the prior written approval of COUNTY. 5 2. All right, title and interest in and to any and all data, materials, reports, compilations, 6 documents, instruments and/or other information in any form/media generated by FHAS in pursuit of 7 this Agreement and the Services provided for herein shall be vested in the COUNTY and shall be 8 transmitted to COUNTY by FHAS upon termination of the Agreement. FHAS shall not permit the 9 reproduction or use thereof by any other person except as otherwise expressly provided herein. 10 3. Except to any extent expressly set forth in this Agreement, the COUNTY does not 11 grant, convey, or delegate to FHAS any property interest or express or implied COUNTY license, right 12 or authority. Without limitation, FHAS shall have no authority to bind the COUNTY absent the 13 COUNTY's express written consent. 14 VII. CONFIDENTIALITY 15 1. FHAS shall not disclose information about COUNTY's business or business practices. 16 FHAS shall safeguard confidential data which FHAS's staff may have access to in the course of 1 7 system implementation. 18 2. All Services performed by FHAS shall be in strict conformance with all applicable 19 Federal, State of California and/or local laws and regulations relating to confidentiality, including but 2 O not limited to, California Civil Code, California Welfare and Institutions Code, Health and Safety 21 Code, California Code of Regulations, Code of Federal Regulations. 22 (a) FHAS shall submit to COUNTY's monitoring of said compliance. 23 3. Data Security. FHAS shall employ adequate controls and data security measures, 2 4 both internally and externally to ensure and protect the confidential information and/or data provided 2 5 to FHAS by the COUNTY, preventing the potential loss. misappropriation or inadvertent access, 26 viewing, use or disclosure of COUNTY data including sensitive or personal client information; abuse 2 7 of COUNTY resources; and/or disruption to COUNTY operations. 28 -12 -COUNTY OF FRESNO Fresno, CA
l (a) FHAS may not connect to or use COUNTY networks/systems via personally 2 owned mobile, wireless or handheld devices unless the following conditions are met 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1) FHAS has received authorization by COUNTY for telecommuting purposes; 2) Current virus protection software is in place; 3) Mobile devices must have the remote wipe feature enabled; and 4) A secure connection is use. (b) Computers or computer peripherals including mobile storage devices may not be used (COUNTY or FHAS device) or brought in for use into the COUNTY's system(s) without prior authorization from COUNTY's Chief Information Officer and/or designee(s). (c) FHAS shall not store COUNTY's private, confidential or sensitive data on any hard-disk drive, portable storage device or remote storage installation unless encrypted according to advance encryption standards (AES of 128 bit or higher). (d) The COUNTY will immediately be notified by FHAS of any violations, breaches or potential breaches of security related to COUNTY's confidential information, data and/or data processing equipment which stores or processes the COUNTY data, internally or externally. (e) The COUNTY shall provide oversight to FHAS's response to all incidents arising from a possible breach of security related to the COUNTY's confidential client information. FHAS will be responsible to issue any notification to affected individuals as required by law or as deemed necessary by COUNTY in its sole discretion. FHAS will be responsible for all costs incurred as a result of providing the required notification. 3. Year Compliance Warranty. FHAS warrants that any product furnished in connection with the Services pursuant to this Agreement shall support a four-digit year format and be able to accurately process date and time data from, into and between the twentieth and twenty-first centuries, as well as leap year calculations. "Product'' shall include, without limitation, any piece or component of equipment, hardware, firmware, middleware, custom or commercial software, or internal components or subroutines therein. This warranty shall survive termination or expiration of this Agreement. In the event of any decrease in product functionality or accuracy related to time and/or date data related -13 -COUNTY OF FRESNO Fresno, CA
1 codes and/or internal subroutines that impede the product from operating correctly using dates beyond 2 December 31, 1999, FHAS shall restore or repair the product to the same level of functionality as 3 warranted herein, so as to minimize interruption to COUNTY's ongoing business process, time being 4 of the essence. In the event that such warranty compliance requires the acquisition of additional s programs, the expense for any such associated or additional acquisitions, which may be required, 6 including, without limitation, data conversion tools, shall be borne exclusively by FHAS. Nothing in this 7 warranty shall be construed to limit any rights or remedies the COUNTY may otherwise have under a this Agreement with respect to defects other than year performance. 9 VIII. INDEMNIFICATION 10 1. To the furthest extent allowed by law, FHAS shall indemnify, hold harmless and defend 11 COUNTY, its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, 12 penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not 13 limited to personal injury, death at any time and property damage) incurred by COUNTY, FHAS or any 14 other person. and from any and all claims, demands and actions in law or equity (including attorney's 15 fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of performance 16 of this Agreement. FHAS's obligations under the preceding sentence shall apply regardless of 1 7 whether COUNTY or any of its officers, officials, employees, agents or volunteers are negligent. but 18 shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the 19 gross negligence, or caused by the willful misconduct, of COUNTY, its officers, officials, employees, 2 O agents or volunteers. 21 2. If FHAS should subcontract all or any portion of the Services to be performed under this 2 2 Agreement, FHAS shall require each subcontractor to indemnify, hold harmless and defend COUNTY, 2 3 its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding 24 paragraph. 25 3. This Section VIII shall survive termination or expiration of this Agreement. 2 6 IX. INSURANCE AND BOND REQUIREMENTS 27 1. FHAS Insurance: Throughout the life of this Agreement, FHAS shall pay for and 2 8 maintain in full force and effect all policies of insurance required hereunder with an insurance -l4 -COUNTY OF FRESNO Fresno, CA
1 company(ies) admitted by the California Insurance Commissioner to do business in the State of 2 California and rated not less than 11A FSC VII" in Best's Insurance Rating Guide. 3 (a) The following policies of insurance are required: 4 (1) COMMERCIAL GENERAL LIABILITY insurance which shall be at least s as broad as the most current version of Insurance Services Office (ISO) Commercial 6 General Liability Coverage Form CG 00 01 and include insurance for "bodily injury," 7 "property damage" and ''personal and advertising injury" with coverage for premises and 8 operations (including the use of owned and non-owned equipment), products and 9 completed operations, and contractual liability with limits of liability of not less than the 1 o following: 11 $2,000,000 per occurrence for bodily injury and property damage 12 $1,000,000 per occurrence for personal and advertising injury 13 $2,000,000 aggregate for products and completed operations 14 $2,000,000 general aggregate applying separately to the work performed under 1 s the Agreement 16 Upon occupancy, the insurance shall include owner, landlord and tenant's liability 1 7 coverage and fire legal liability coverage. At any time, COUNTY may require other specific 18 coverages including products liability, Explosion Collapse-Underground, or any other liability 19 insurance deemed necessary because of the nature of this Agreement. 20 21 22 23 24 25 26 27 28 (2) COMMERCIAL AUTOMOBILE LIABILITY insurance which shall be at least as broad as the most current version of Insurance Service Office (ISO) Business Auto Coverage Form CA 00 01, and include coverage for all owned, hired, and non-owned automobiles, COUNTY owned or other licensed vehicles (Code 1 -Any Auto) used in connection with this Agreement with limits of liability of not less than $2,000,000 per accident for bodily injury and property damage. (3) WORKERS' COMPENSATION insurance as required under the California Labor Code. -15 -COUNTY OF .FRESNO Fresno, CA
1 2 3 4 5 6 7 8 9 10 (4) EMPLOYERS' LIABILITY insurance with limits of liability of not less than $1,000,000 each accident, $1,000,000 disease policy limit and $1,000,000 disease each employee. (5) PROFESSIONAL LIABILITY insurance which shall include coverage appropriate to the FHAS's profession with limits of liability of not less than $1,000,000 per claim/occurrence and $2,000,000 policy aggregate. However, if FHAS employs licensed professional staff (e.g., Ph.D., R.N., L.C.S.W .. M.F.C.C., Veterinarian) in providing Services, the limits of liability shall not be less than $1,000,000 per occurrence and $3,000,000 annual aggregate. (b) Employment Practice Liability Insurance. Employment Practice Liability 11 Insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and an 12 annual aggregate of Two Million Dollars ($2,000,000). This policy shall be issued on a per 13 occurrence basis. 14 (c) Umbrella or Excess Insurance. In the event FHAS purchases an Umbrella or 15 Excess insurance policy(ies) to meet the minimum limits of insurance set forth above, this 16 insurance policy(ies) shall "follow form" and afford no less coverage than the primary insurance 1 7 policy(ies). 18 (d) Deductibles and Self-insured Retentions. FHAS shall be responsible for 19 payment of any deductibles contained in any insurance policy(ies) required hereunder and 2 o FHAS shall also be responsible for payment of any self-insured retentions. Any deductibles 21 or self-insured retentions must be declared to, and approved by, COUNTY's Risk Manager or 22 his/her designee. At the option of COUNTY's Risk Manager, or his/her designee, either (i) 23 the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects 24 COUNTY, its officers. officials, employees, agents and volunteers; or (ii) FHAS shall provide 2 5 a financial guarantee, satisfactory to COUNTY's Risk Manager, or his/her designee, 2 6 guaranteeing payment of losses and related investigations, claim administration and defense 2 7 expenses. At no time shall COUNTY be responsible for the payment of any deductibles or 2 8 self-insured retentions. However, with the prior consent and approval of COUNTY, FHAS -16 -COUNTY OF FRESNO Fresno, CA
1 may maintain a program of self-insurance, including but not limited to, an insurance pooling 2 arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement. 3 (e) All policies of insurance required hereunder shall be endorsed to provide that 4 the coverage shall not be cancelled, changed, non-renewed, or reduced in coverage or in s limits, except after 30 calendar day written notice by certified mail, return receipt requested, 6 has been given to COUNTY. Upon issuance by the insurer, broker, or agent of a notice of 7 cancellation, non-renewal, or reduction in coverage or in limits, FHAS shall furnish COUNTY 8 with a new certificate and applicable endorsements for such policy(ies). In the event any policy 9 is due to expire during the work to be performed for COUNTY, FHAS shall provide a new 1 o certificate, and applicable endorsements, evidencing renewal of such policy not less than 11 15 calendar days prior to the expiration date of the expiring policy. 12 (f) The General Liability and Automobile Liability insurance policies shall be written 13 on an occurrence form and shall name COUNTY, its officers, officials, agents, employees and 14 volunteers as an additional insured. Such policy(ies) of insurance shall be endorsed so 15 FHAS's insurance shall be primary, no contribution shall be required of COUNTY, and any 16 other insurance, or self-insurance, maintained by the COUNTY, or any of its officials, officers, 1 7 agents, employees or volunteers shall be excess only. The coverage shall contain no special 18 limitations on the scope of protection afforded to COUNTY, its officers, officials, employees, 19 agents and volunteers. 20 (g) The W_c,rkers' Compensation insurance policy is to contain, or be endorsed to 21 contain, the following provision: FHAS and its insurer shall waive any right of subrogation 22 against COUNTY, or any of its officers, officials, employees, agents and volunteers. 23 24 25 26 27 28 (h) If the Professional Liability insurance policy is written on a claims-made form: i. The ''Retro Date'' must be shown, and must be before the effective date of the Agreement or the commencement of work by FHAS. ii. Insurance must be maintained at FHAS's sole cost and expense, and evidence of insurance must be provided, for at least 5 years after any expiration or termination of the Agreement or, in the alternative, the policy shall be endorsed -17 -COUNTY OF FRESNO Fresno. CA
1 2 3 4 s 6 7 8 9 10 11 to provide not less than a 5-year discovery period. This requirement shall survive expiration or termination of the Agreement. iii. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a ''Retro Date" prior to the effective date of the Agreement, FHAS must purchase at its sole cost and expense "extended reporting'' coverage for a minimum of 5 years following the expiration or termination of the Agreement. iv. A copy of the claims reporting requirements must be submitted to COUNTY for review. v. These requirements shall survive expiration or termination of the Agreement. (i) Verification of Coverage. FHAS shall furnish COUNTY with all certificate(s) and 12 applicable endorsements effecting coverage required hereunder. All certificates and applicable 13 endorsements are to be received and approved by the COUNTY's Risk Manager, or his/her 14 designee, prior to COUNTY's execution of the Agreement and before work commences. 15 Anytime, upon request of COUNTY, FHAS shall immediately furnish COUNTY with a complete 16 copy of any insurance policy required under this Agreement, including all endorsements, with 1 7 said copy certified by the underwriter to be a true and correct copy of the original policy. This 18 requirement shall survive expiration or termination of this Agreement. 19 (j) In the event FHAS fails to keep in effect at all times insurance coverage as 2 o herein provided, the COUNTY may, in addition to other remedies they may have, suspend or 21 terminate this Agreement upon the occurrence of such event. All payments due or that 2 2 become due to FHAS shall be withheld until notice is received by COUNTY that the required 2 3 insurance has been restored to full force and effect and that the premiums therefore have 24 been paid for a period satisfactory to COUNTY. No action taken by COUNTY pursuant to 2 s this section shall in any way relieve FHAS of its responsibilities under this Agreement. The 2 6 phrase "fails to keep in effect at all times insurance coverage" shall include, without limitation, 2 7 notification received by COUNTY that the insurer has commenced proceedings, or has had 2 a proceedings commenced against it, indicating that the insurer is insolvent. -18 -COUN'l'Y OF FRE:SNO J;i'resno. CA
1 (k) The fact that insurance is obtained by FHAS shall not be deemed to release or 2 diminish the liability of FHAS, including, without limitation, liability under the indemnity 3 provisions of this Agreement. The duty to indemnify COUNTY shall apply to all claims and 4 liability regardless of whether any insurance policies are applicable. The policy limits do not 5 FHAS as a limitation upon the COUNTY's right to obtain indemnification from FHAS or any 6 third parties. Approval or purchase of any insurance contracts or policies shall in no way 7 relieve from liability nor limit the liability of FHAS, its principals, officers, agents, employees, 8 persons under the supervision of FHAS, suppliers, invitees, consultants, sub-consultants, 9 subcontractors, or anyone employed directly or indirectly by any of them. 10 (I) If FHAS should subcontract all or any portion of the Services to be performed 11 under this Agreement, FHAS shall require each subcontractor to provide insurance protection 12 in favor of COUNTY, its officers, officials, employees, agents and volunteers in accordance 13 with the terms of this section for "FHAS Insurance," except that any required certificates and 14 applicable endorsements shall be on file with FHAS and COUNTY prior to the commencement 15 of any Services by the subcontractor. 16 (m) Performance Bond or Equivalent: FHAS shall provide a good and sufficient 1 7 surety bond from a corporate surety admitted by the California Insurance Commissioner to do 18 business in the State of California, on forms as those provided by the COUNTY. and approved 19 by the COUNTY, or other financial assurance mechanism as approve by the COUNTY. The 2 o bond shall be a Faithful Performance Bond to guarantee faithful performance up to the amount 21 of $50,000 within the time prescribed, in a manner satisfactory to the COUNTY, naming the 2 2 COUNTY as the Obligee. 23 2 4 X. SELF-DEALING TRANSACTION 25 1. This paragraph is only applicable if FHAS is operating as a corporation (a for-profit or 2 6 non-profit corporation) or if during the term of this Agreement, FHAS changes its status to operate as a 2 7 corporation. Members of FHAS's Board of Directors (or all Members or General Partners, as 2 8 applicable) shall disclose any self-dealing transactions that they are a party to while FHAS is providing -19 -COUNTY OF FRESNO Fresno, CA
1 goods or performing services under this Agreement. A self "dealing transaction shall mean a 2 transaction to which FHAS is a party and in which one or more of its directors has a material financial 3 interest. Members of the Board of Directors (or all Members or General Partners, as applicable) shall 4 disclose any self "dealing transactions that they are a party to by completing and signing a Self-Dealing s Transaction Disclosure Form, attached hereto as Exhibit C, and submitting it to the COUNTY prior to 6 commencing with the self-dealing transaction or immediately thereafter. 7 XI. NONDISCRIMINATION 8 1. FHAS shall not employ discriminatory practices in the provision of Services, 9 employment of personnel, or in any other respect on the basis of race, religious creed, color, national 10 origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital 11 status, sex, gender, gender identity, gender expression, age, sexual orientation, status as a disabled 12 veteran or veteran of the Vietnam era. During the performance of this Agreement, FHAS agrees as 13 follows: 14 (a) FHAS will comply with all applicable laws and regulations providing that no 15 person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical disability, 16 mental disability, medical condition, genetic information. marital status, sex, gender, gender identity, 1 7 gender expression, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the 18 Vietnam era be excluded from participation in, be denied the benefits of, or be subject to discrimination 19 under any program or activity made possible by or resulting from this Agreement. 20 {b) FHAS will not discriminate against any employee or applicant for employment 21 because of race, religious creed. color. national origin, ancestry, physical disability, mental disability, 22 medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, 23 age, sexual orientation, status as a disabled veteran or veteran of the Vietnam era. FHAS shall take 24 affirmative action to ensure that applicants are employed, and the employees are treated during 25 employment, without regard to their race, religious creed, color, national origin, ancestry, physical 26 disability, mental disability, medical condition, genetic information, marital status, sex, gender. gender 2 7 identity, gender expression, age; sexual orientation, status as a disabled veteran or veteran of the 2 8 Vietnam era. Such action shall include, but not be limited to, the following: employment, upgrading, -20 -COUNTY OF FRESNO "(<'rcsno, CA
1 demotion or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other 2 forms of compensation; and selection for training, including apprenticeship. FHAS agrees to post in 3 conspicuous places, available to employees and applicant for employment, notices setting forth the 4 provision of this nondiscrimination clause. 5 (c) FHAS will, in all solicitations or advertisements for employees placed by or on 6 behalf of FHAS, state that all qualified applicants will receive consideration for employment without 7 regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, 8 medical condition, genetic information, marital status, sex, gender, gender identity, gender 9 expression, age, sexual orientation, status as a disabled veteran or veteran of the Vietnam era. 10 (d) FHAS will send to each labor union or representative of workers with which it 11 has a collective bargaining agreement or other contract or understanding, a notice advising such labor 12 union or workers' representatives of FHAS's commitment under this section and shall post copies of 13 the notice in conspicuous places available to employees and applicants for employment. 14 2. This Agreement must be carried out in full compliance with The Civil Rights FHAS of 15 1964, The Americans With Disabilities FHAS of 1990, their subsequent amendments, and any and 16 all other laws protecting the rights of individuals and agencies. The COUNTY has a zero tolerance 1 7 for discrimination. implied or expressed, and wants to ensure that policy continues under this 18 Agreement. FHAS must also guarantee that services, or workmanship, provided will be performed 19 in compliance with all applicable local, state, or federal laws and regulations pertinent to the types of 2 o services. or project. of the nature required under this Agreement. In addition, FHAS may be 21 required to provide evidence substantiating that its employees have the necessary skills and training 2 2 to perform the required Services or work. 23 24 XII. INVALID PROVISIONS 2 5 The provisions of this Agreement are severable. In the event any term, covenant, condition, or 2 6 provision of this Agreement, or the application thereof to any person, entity, or circumstance, shall to 2 7 any extent be held by a court of competent jurisdiction to be invalid, void or unenforceable, the 2 8 remainder of the terms. covenants, conditions or provisions of this Agreement, or the application -21 -COUNTY OF FRESNO Fresno, CA
1 thereof to any person, entity, or circumstance, shall remain in full force and effect and shall in no way 2 be affected, impaired or invalidated, provided that such invalidity, voiding or unenforceability of such 3 covenant, condition or provision does not materially prejudice either Party in its respective rights and 4 obligations contained in the then remaining valid covenants, conditions or provisions of this s Agreement. 6 XIII. INDEPENDENT CONTRACTOR 7 1. FHAS is and throughout this Agreement shall be an independent contractor and not an 8 employee or agent of the COUNTY. However, COUNTY shall retain the right to administer this 9 Agreement so as to verify that FHAS is performing its obligations in accordance with the terms and 1 o conditions hereof. 11 2. Because of its status as an independent contractor, FHAS and its officers, agents and 12 employees shall have absolutely no right to employment rights and benefits available to COUNTY 13 employees. FHAS shall be solely liable and responsible for all payroll and tax withholding and for 14 providing to, or on behalf of, its employees all employee benefits including, without limitation, health, 15 welfare and retirement benefits. In addition, together with its other obligations under this Agreement, 16 FHAS shall be solely responsible, indemnify, defend and save COUNTY harmless from all matters 1 7 relating to employment and tax withholding for and payment of FHAS's employees, including, without 18 limitation, (i) compliance with Social Security and unemployment insurance withholding, payment of 19 workers compensation benefits, and all other laws and regulations governing matters of employee 2 O withholding, taxes and payment; and (ii) any claim of right or interest in COUNTY employment 21 benefits, entitlements, programs and/or funds offered employees of COUNTY whether arising by 22 reason of any common law, de facto, leased, or co-employee rights or other theory. The preceding 2 3 sentence shall survive termination or expiration of this Agreement. It is acknowledged that during the 24 term of this Agreement, FHAS may be providing services to others unrelated to COUNTY or to this 2 5 Agreement. 2 6 XIV. PARTNERSHIP VENTURE 2 7 This Agreement does not evidence a partnership or joint venture between the Parties. FHAS shall 2 8 have no authority to bind the COUNTY absent COUNTY's express written consent. Except to the -22 -COUN'I'¥ OF FRESNO Fre1::1no. CA
l extent otherwise provided in this Agreement. each Party shall bear its own costs and expenses in 2 pursuit hereof. 3 XV. NO THIRD PARTY BENEFICIARIES 4 The Parties acknowledge and agree that the FHAS is providing services hereunder only to and for the 5 benefit of the COUNTY and that there are no intended or incidental beneficiaries of this Agreement. 6 XVI. AUDITS ANO INSPECTIONS 7 Upon sixty (60) days advance written notice from COUNTY to FHAS, FHAS shall at any time 8 during business hours, and as often as the COUNTY may deem necessary, make available to the 9 COUNTY for examination all of its records and data with respect to the matters covered by this 10 Agreement. FHAS shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all 11 such records and data necessary to ensure FHAS's compliance with the terms of this Agreement. 12 If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00), FHAS shall 13 be subject to the examination and audit of the State Auditor for a period of three (3) years after final 14 payment under contract (Government Code Section 8546.7). 15 XVII. NOTICES 16 1. Any notice required or intended to be given to either Party under the terms of this l 7 Agreement shall be in writing and shall be deemed to be duly given if delivered personally or deposited 18 into the United States mail, by registered or certified mail, return receipt requested with postage 19 prepaid, addressed as follows: 20 21 22 23 COUNTY Director, County of Fresno Department of Public Health P.O. Box 11867 Fresno, CA 93775 Brenda Mitchell, President Fresno Humane Animal Services 2789 S. Orange Ave. Fresno, CA 93725 24 2. Personal service, as aforesaid, shall be deemed served and effective upon delivery 2 s thereof. Service by mail, as aforesaid, shall be deemed to be sufficiently served and effective as of 2 6 12:00:01 AM., on the 4th calendar day following the date of deposit in the United States mail of such 2 7 registered or certified mail, properly addressed and postage prepaid. 28 XVIII. NON-ASSIGNMENT AND SUBCONTRACTING -23 -COUNTY OF FRE:SNO Fr@sno. CA
l 1. This Agreement is personal to FHAS and there shall be no assignment by FHAS of its 2 rights or obligations under this Agreement without the prior written consent of COUNTY. 3 2. FHAS hereby agrees not to assign the payment of any monies due FHAS from 4 COUNTY under the terms of this Agreement to any other individual(s), corporation(s) or entity(ies). 5 COUNTY retains the right to pay any and all monies due FHAS directly to FHAS. 6 3. FHAS shall assume full responsibility for all Services and activities performed 7 hereunder, whether or not they are provided directly. Further, FHAS shall be the sole point of 8 contact with regard to contractual matters, including payment of any and all charges resulting from 9 this Agreement as provided herein. FHAS may not subcontract or transfer this Agreement, or any 10 right or obligation arising out of this Agreement, without first having obtained the express written 11 consent of the COUNTY. 12 .XIX. BINDING 13 Once the Agreement is signed by both Parties, it shall be binding upon, and shall inure to the benefit 14 of, both Parties, and each Parties' respective heirs, successors, assigns, transferees, agents, 15 servants, employees and representatives. 16 XX. NON-SOLICITATION l 7 FHAS represents and warrants that it has not paid or agreed to pay any compensation, contingent or 18 otherwise. to solicit or procure this Agreement or any rights or benefits hereunder. 19 XXI. GOVERNING LAW AND VENUE 2 o This Agreement shall be governed by, and construed and enforced in accordance with, the laws of 21 the State of California. Venue for purpose of the filing of any case, claim, controversy or proceeding 2 2 regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder 23 shall be Fresno County, California. Any claim which cannot be amicably settled without court action 24 will be litigated in the U. S. District Court for the Eastern District of California in Fresno, CA or in a 25 State court for Fresno County. 26 XXII. ATTORNEY'S FEES 2 7 If either Party is required to commence any proceeding or legal action to enforce or interpret any term, 2 B covenant or condition of this Agreement, the prevailing Party in such proceeding or action shall be -24 -COUNTY OF FRESNO Fresno, CA
1 entitled to recover from the other Party its reasonable attorney's fees and legal expenses in addition to 2 any other relief to which such Party may be entitled. 3 XXIII. CUMULATIVE REMEDIES 4 No remedies or election hereunder shall be deemed exclusive but shall, wherever possible be 5 cumulative with all other remedies at law or in equity. 6 XXIV. WAIVER 7 The waiver by either Party of a breach by the other Party of any provision of this Agreement shall not 8 constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different 9 provision of this Agreement. No provisions of this Agreement may be waived unless in writing and 1 o signed by both Parties to this Agreement. Waiver of any one provision herein shall not be deemed to 11 be a waiver of any other provision herein. 12 XXV. INTERPRETATION 13 The Parties acknowledge that this Agreement in its final form is the result of the combined efforts of 14 the Parties and that, should any provision of this Agreement be found to be ambiguous in any way, 15 such ambiguity shall not be resolved by construing this Agreement in favor of or against either Party, 16 but rather by construing the terms in accordance with their generally accepted meaning. 1 7 XXVI. HEADINGS 18 The section headings in this Agreement are for convenience and reference only and shall not be 19 construed or held in any way to explain, modify or add to the interpretation or meaning of the 2 o provisions of this Agreement. 21 22 23 XXVII. 1. 2. FURTHER ASSISTANCE FHAS agrees that time is of the essence in its performance of this Agreement. Upon request, and at no cost to the COUNTY, a representative of FHAS shall attend 24 meetings of the COUNTY Board of Supervisors for the purpose of providing expert information to said 2 5 Board, and/or for the purpose of providing information to said Board concerning any matter arising out 2 6 of or in connection with FHAS's provision of Services under this Agreement. 27 3. COUNTY shall review with and provide FHAS with copies of all studies, reports, and 2 8 recommendations prepared by the COUNTY covering any aspect of this Agreement or operations of -25 -COUNTY OF FRESNO Fresno, CA
l FHAS. Representatives of FHAS shall meet at least monthly with DIRECTOR, or his or her designee, 2 to review the FHAS's activities and performance in the execution of this Agreement. Representatives 3 of FHAS shall be present at all meetings. FHAS shall recommend appropriate revisions to the 4 COUNTY's ordinances covering animal control consistent with FHAS's experience in performing said s Services. 6 4. DIRECTOR, or his or her designee, shall be Administrator for this Agreement on behalf 7 of the COUNTY. All reference herein to the DIRECTOR shall include DIRECTOR's designee. 8 5. FHAS shall abide by the requirements of the Immigration Control and Reform FHAS 9 assuring the right to work of all newly hired employees and that all required documentation of the right 10 to work is inspected and that the INS Form 1-9 is completed. The FHAS shall make the required 11 documentation available upon request to the COUNTY's Auditor-Controller/Treasurer-Tax Collector, or 12 designee for inspection. 13 6. FHAS shall carry out this Agreement in full compliance with The Civil Rights FHAS of 14 1964, The Americans With Disabilities FHAS of 1990, their subsequent amendments, and any and 15 all other laws protecting the rights of individuals and agencies. 16 7. FHAS guarantees that Services, or workmanship, provided will be performed in 1 7 compliance with all applicable local, state, or federal laws and regulations pertinent to the types of 18 services, or project, of the nature required under this Agreement. At any time upon request of 19 COUNTY, FHAS shall provide evidence substantiating that its employees have the necessary skills 2 o and training to perform the required Services or work. 21 XXVIII. PATENT ANO COPYRIGHT INDEMNITY 22 FHAS shall indemnify and hold the COUNTY, and each of its officials, officers, agents, employees and 2 3 volunteers, harmless from liability of any nature or kind, including costs and expenses, for infringement 24 or use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented 2 s invention, article or appliance furnished or used in connection with this Agreement. This paragraph 2 6 shall survive cancelation or expiration of this Agreement. 27 XXIX. MODIFICATION 28 -26 -COUNTY OF FRESNO Fresno, CA
1 Any maters of this Agreement may be modified from time to time by the written consent of all parties 2 without, in any way, affecting the remainder. 3 4 XXX. ENTIRE AGREEMENT s This Agreement, including all Exhibits, constitutes the entire agreement between FHAS and COUNTY 6 with respect to the subject matter hereof and supersedes all previous agreement negotiations, 7 proposals, commitments, writing, advertisements, publications, and understanding of any nature 8 whatsoever unless expressly included in this Agreement. In the event of any inconsistency in 9 interpreting the documents comprising this Agreement, the inconsistency shall be resolved by giving 1 O precedence in the following order of priority: (1) the text of this Agreement, including all Exhibits; (2) ll COUNTY's RFP No. 962-5354 and Addendum One to RFP No. 962-5354: and (3) FHAS's proposal in 12 response to RFP No. 962-5354. 13 Ill 14 Ill 15 Ill 16 Ill l 7 Ill 18 Ill 19 Ill 20 Ill 21 Ill 22 Ill 23 Ill 24 Ill 25 Ill 26 Ill 27 Ill 28 Ill -27 -COUNTY OF FRESNO Fresno, CA
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2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
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FRESNO HUMANE ANIMAL
SERVICES
··~ Print Name:~== .
Title: r:\)h Q .4 .1 d !U..k
Date: e I :z..a ' I !&
Mailing Address:
2769 S. Orange Ave.
Fresno, CA 93725
Phone#: (559) 266-6364
Contact: Brenda Mitchell. President
-28 -
COUNTY OF FRESNO
Chairman, Board of Supervisors
o.re, ¥ I 1 AD/5
PLEASE SEE ADDITIONAL
SIGNATURE PAGE ATTACHED
ATTEST:
BERNICE E. SEIDEL, Clerk
Board of Supervisors
By Su SC. M-.) J?..i sh tbp
Deputy
. -
CO~~V OF FRESNO
F'reano, C'A
1 3 4 5 6 7 8 9 10 11 12 l3 14 15 16 17 APPROVED AS TO LEGAL FORM: DANIEL C. CEDERBORG, COUNTY COUNSEL By ct¥ APPROVED AS TO ACCOUNTING FORM: VICKI CROW, C.P.A., AUDITOR-CONTROLLER/ TREASURER-TAX COLLECTOR REVIEWED AND R COMMENDED FOR APPROVAL: David Pomaville. Director 18 Department of Public Health 19 20 21 Fund/Subclass: 22 Organization: Account#: 23 24 25 PV 26 27 28 0001/10000 56204762 7295 -29 M COUNTY OF FRESNO Fresno, CA
Exhibit A SCOPE OF WORK Animal Control Services Program The contractor is fully responsible for operation of the County's animal shelter, providing animal control services required by and in accordance with the laws, regulations, ordinances and codes of the State of California and County of Fresno. The contractor is required to provide services In a manner that provides for the protection of persons from wild and dangerous animals while providing humane care and treatment of animals while they are in the County's animal shelter or in custody of contractor's field personnel. The contractor must establish protocols and procedures in accordance with the Guidelines for Standards of Care in Animal Shelters published by The Association of Shelter Veterinarians; and perform its contracted duties and responsibilities in a manner that ensures the following: • Provide safety to the public by handling vicious, stray, and lost animals, • Provide safe shelter for animals impounded • Have a process for residents to report lost or found animals and return as many animals as possible to their rightful owners, • Work cooperatively with animal rescue organizations, and humane societies for permanent placement of unclaimed adoptable animals, and • Minimize the number of healthy adoptable animals required to be euthanized. The contractor shall provide a comprehensive service model that includes an adequate number of qualified shelter and field personnel, animal containment vehicles and all necessary equipment to fulfill the duties, responsibilities, and services set forth herein. Service area shall be limited to animals from the unincorporated areas of the County Administration and Personnel The contractor is responsible for the operation and maintenance of a safe and adequate shelter for the confinement, handling and disposal of animals picked up by or delivered to the County shelter, as hereinafter provided, together with any and all apparatus and equipment, services, supervision, and labor necessary in order to perform said shelter services. Administrative Requirements The contractor must designate a director or administrator with authority to oversee the administrative requirements of the contract, ensure the delivery of all contracted services, and serve as the primary contact to the County contract administrators. Such duties include, but are not limited to, recruitment, staffing, data gathering and reporting, financial monitoring, policy and procedure development, coordination of on-site and off-site services, and other management duties.
Exhibit A a. The animal shelter will operate according to a program budget within the amount specified in the contract. b. Comprehensive recordkeeping and tracking of individual i;lnimals in the animal shelter will be maintained and regularly reported to the County. c. Financial accounting of the animal shelter and adoption program will be separate from other financial activity of the contractor. d. The contractor will coordinate with the County to achieve seamless and efficient data management across shelter, adoption, enforcement and licensing programs. e. Contractor shall maintain well defined, up-to-date written policies, procedures, protocols and reference manuals consistent with the Guidelines for Standards of Care in Animal Shelters published by the Association of Shelter Veterinarians f. The contractor will be required to meet with County monthly or more frequently as requested by the County to evaluate statistics, program needs, issues, or problems. g. The contractor shall ensure adequate supplies, including pharmaceuticals, are available on site to guarantee that the sheltered animals are properly cared for. h. The contractor shall promptly investigate and respond to all complaints regarding animals, shelter services, or field services. All complaints received by contractor shall be documented, investigated, and when appropriate corrective actions taken to resolve concerns. Documentation of complaints shall be logged using a County approved format i. The contractor will cooperate fully with the County appointed Ombudsman and process in the investigation of any concern or complaint received. j. The contractor must provide written response to any finding or inquiries resulting from the County audit process, and must promptly develop and implement corrective actions as indicated. k. The contractor must engage in an open, collaborative, and communicative working relationship with contract administrators and other County officials. I. The contractor shall collaborate with the County with respect to all administrative hearings pertinent to animal control, including but not limited to investigating, gathering information, providing witnesses, statements and reports. Personnel Requirements a. The contractor shall hire qualified and trained staff appropriate to their positions to assist and carry out the duties and obligations of services described in this scope of work. b. The contractor's agents and employees shall treat the public with courtesy, tact, and due respect at all times in performing all duties and obligations under contract with the County. c. Contractor shall perform an adequate criminal and DMV background check on each employee to ensure staff is suitable for contact with the public and fit to perform the assigned tasks entrusted to them. d. The number of shelter staff on duty shall be at a level sufficient to provide service to the public via phone as well as in-person at the front desk at all times during regular business hours. 2
Exhibit A e. At all times, a reasonable number of animal field service officers qualified and capable of performing and enforcing animal control law relating to domestic animals in the unincorporated areas of the County. f. The animal field service officers hired by the contractor shall be duly qualified service officers. They will not carry handguns In the performance of their duties but may carry less-than-lethal weapons. g. Comply with personnel policies and procedures that conform to federal and state laws with respect to hiring and firing practices. Animal Control Services Animal Intake Every incorporated city within the County of Fresno is mandated to provide its own animal control program within its jurisdiction. The contractor is responsible for receiving animals found within the unincorporated boundaries of the County. a. Basic information about the location of an animal being dropped off and the person dropping the animal of shall be completed for all animals at intake using a County approved format. b. Each animal's physical condition, medical needs, and behavior will be assessed upon arrival at the shelter. c. Immediately, or as soon as practical, dogs will be vaccinated for Parvo and Distemper and, if necessary, treated for fleas, ticks and worms. d. A dog that is dangerous or potentially carrying highly infectious disease that may threaten the health and safety of other animals or humans may only be accepted if suitable quarantine areas are available. If no suitable space is available, the veterinarian shall be consulted to determine appropriate options. e. Animals in medical distress at the time of pick-up will be treated by a veterinarian and will be in a medically stable condition before being brought to the shelter. f. Animals will be assigned housing with consideration for species, sex, medical condition, behavior and temperament. g. The contractor shall keep comprehensive records of shelter Intake, including visible kennel cards with pertinent information. h. The contractor will not be required to accommodate after-hour drop offs. Shelter Operation The contractor will operate the County's animal shelter and provide services in accordance with the provisions of Fresno County Ordinance Code Chapter 9.04, including but not limited to Section 9.04.020 thereof; and California Food and Ag Code Section 31105 and Title 17, California Code of Regulations. a. Animals in the shelter will be treated with care and respect. The contractor will maintain a clean and safe facility for the confinement of animals handled by the shelter. b. The shelter facilities shall be kept secure. 3
Exhibit A c. The contractor will establish public hours for animal drop off, reclamation, and adoption. The shelter shall be open to the public from 10:00 a.m. to 6:00 p.m. on weekdays, and from 1:00 p.m. to 4:00 p.m. on Saturdays. The shelter is not required to be open to the public on County recognized holidays. d. The contractor will develop and follow a dear set of protocols regarding shelter admission and intake procedures, care and welfare of animals, employee conduct and shelter and adoption operations. e. Animals shall be held the requisite time period as required by applicable law prior to adoption, release to animal rescue, or being euthanlzed. f. Contractor shall release dogs to owners only after having been properly vaa:inated and licensed. Unvaccinated shall only be released to dogs to owners in extraordinary circumstances and upon the written approval of the Department of Public Health. g. The Contractor shall not receive donations for the provision of services provided herein. Quarantine services a. Pick up, accept, care for and quarantine dangerous animals in individual kennels in an isolated section of the shelter. Animals that have bitten humans must be held and observed for ten (10) days. b. The contractor may be required to hold animals related to criminal prosecutions or reasons other than animal control regulations. c. Remove and deliver to the Department of Public Health the head of any animal which dies while being held in observation. The contractor will not be responsible for associated lab costs. Adoption, Placement or Transfer of Animals a. Every reasonable effort shall be made to identify each animal's rightful owner and return the animal to its owner prior to release of the animal through adoption, placement with a rescue agency or transfer to an animal rescue organization. b. Adoption will be promoted through a variety of outreach strategies including internet, advertising and offsite events. c. When possible animals will be released to non-profit animal rescue or adoption organizations at the request of the non-profit organization in accordance with the County's established criteria and guidelines. d. Partnerships with rescue groups, community organizations, and other animal welfare agencies will be developed and maintained by the contractor. e. Utters of puppies will be made available for release 1o rescue organizations as soon as possible. f. Dogs are to be spayed or neutered, and micro-chipped as a condition of adoption. g. Dogs adopted to individuals residing in the unincorporated County boundaries shall be licensed as a condition of adoption. h. An animal that has been released from the animal shelter through adoption will no longer be the responsibility of the contractor or the County. 4
Exhibit A Euthanasia a. Contractor should make every effort not to euthanize any healthy animal including making reasonable attempts relocate or place the animal with a rescue agency. b. The contractor shall develop and follow a dear protocol on the use of euthanasia. c. Animals which have been declared vicious, terminally ill, or contagious may be considered for euthanasia at the discretion of the veterinarian. d. The contractor shall provide for the euthanasia of domestic animals, if warranted, once the applicable hold period is completed in compliance with Food and Agriculture Code Sections 31108 and 31752, no animal resrue or foster options are available, and no shelter space is available. However, adoptable animals must first be made available to other entities for adoption. e. Destroying of animals shall be in the most advanced and humane manner, and in accordance with any federal, state and local law or regulation now or hereinafter in effect that regulate the destruction of animals. Field Services The contractor shall dedicate at a minimum four (4) full-time equivalent Animal Control Officers along with four (4) animal control vehicles to the unincorporated of Fresno County. Priority of Response during Field Service Hours The contractor shall have four animal control offers respond to calls for Animal Field services between the hours of 8:00 AM and 5:00 PM daily ("Field Service Hours") according to the three (3) priorities listed below. Priority One Responses: A prompt essential emergency response shall be provided for the following: a. Any law enforcement agency requesting immediate emergency assistance or a call at the direction of the Health Officer or his designee. b. Animal bite, where the animal continues to pose an immediate threat. c. Any animal either known to be dangerous or vicious by previous determination or that is perceived to be a threat or menacing to those individuals reporting the event d. Any live domestic animal, which is presenting an immediate hazard to humans, such as live domestic animal in traffic lanes of a major thoroughfare or highway. e. Any domestic animal that is sick, Injured, or in immediate danger. f. Any domestic animal that is at immediate risk due to animal cruelty or neglect. Priority Two Responses: A prompt response, if not preempted by Priority One calls during Field Service Hours: a. Any domestic animal bite, where the animal ls contained. b. Any dog running at large where a violation is in progress but where the dog is not posing a threat to itself or the public. c. Any law enforcement agency requesting non-emergency assistance. d. Pick-up of a confined stray dog. 5
Exhibit A e. Pick up of dead animals. Pick-up or arrange for the disposition of dead animals found upon a public street or place within the unincorporated Fresno Metropolitan area defined by the County Ordinance as soon as practically possible, but not exceed (48) hours in the unincorporated areas from the receipt of a call for pick up. All other dead animal pick-up on a public street or place in the unincorporated area shall be provided as soon as is practically possible. Assist with arranging proper disposal of said animal on private property only when such constitutes a threat to public health, and in accordance with federal or state law or County Ordinance Code. Priority Three Responses: An Animal Field Service Officer will always follow up as soon as reasonably possible. Repeated offenses will be served as Priority One calls when staffing allows. a. Dog running at large when the violation is not in progress. b. Education calls, i.e. leash-law, animal license, services provided. c. Special requests to address a specific area or neighborhood that needs additional monitoring. This will be done on a case-by-case basis. d. Non-emergency calls not defined above. Priority of Response After Hours The contractor will provide one on-call duty officer to provide emergency responses to Priority One Responses during Non-Field Service Hours. Non-Field Service Hours are defined from 5:00 PM to 8:00 AM Monday through Friday and on weekends from 8:00 AM Saturday through 8:00 AM Monday. Leash Law Enforcement The contractor shall enforce the County's Leash Law Ordinance under Chapter 9.04 of the County Ordinance Code (which is now in effect or hereafter amended from time to time) requiring dogs to be kept on a leash or under the immediate control of their owners when not on said owner's property. Contractor agrees to provide properly trained animal control officers to enforce County ordinances. Specified staff requirements may vary from year to year as mutually agreed upon by both the contractor and the County. a. Provide patrolling activities within the unincorporated Fresno Metropolitan Area to pick-up licensed dogs running at large and/or cite their owners for violation of the County's Ordinance prohibiting animals running at large. b. Pick-up of unlicensed dogs and other animals, excluding domesticated livestock, when notified by the general public or property owners, be scheduled as soon as Is practically possible when the animal is reasonably confined and accessible. c. Promptly pursuing and capturing animals running freely when the animal is a threat to public health, as determined by appropriate County health officials, or the animal is an immediate threat to public safety, as determined by law enforcement officers. d. Provide patrolling activities to pick-up unlicensed dogs running at large in the unincorporated area of the County in response to extraordinary animal control problems identified by the County. 6
Exhibit A The contractor shall perform any other minor tasks that are requested by the County provided that they are directly and reasonably related to the performance of its obligations under the Agreement. Emergency Veterinary Care of Injured Animals A California Licensed Veterinarian shall be responsible for all veterinary care, including the following: 1. Arrange for the appropriate veterinary care of injured animals found running at large. 2. Provide emergency veterinary services, including diagnosis and treatment, which may be rendered to injured dogs or cats found without their owner in public places. 3. Make a determination as to any other emergency veterinary services that may be rendered in unusual emergency circumstances if deemed absolutely essential. 4. Take all reasonable measures to recover all costs incurred for veterinary services, emergency or otherwise, from animal's owners. Pet Licensing Implement the County dog licensing program Including the issuance and renewal licensing. a. Manage the daily operations of animal licensing including, but not limited to the processing of licensing mail from pet owners, processing license sales; tags and vaccination reports, entering licensing, vaccination data and citations b. Issue replacement tags to citizens whose license tags have been lost, stolen or damaged. c. Process rabies vaccination certificates and mail notices to those pet owners who vaccinated their pet(s) against rabies, but did not purchase license(s). d. Deposit all receipts collected for license fees and citations, with the exception of those payments made via credit card into County bank account. e. Provide a monthly report of animals licensed in a mutually agreeable format. f. Communicate with citizens by phone, mail or email as needed. g. Comply with all state and local laws governing animal licensing. 7
COMPENSATION SCHEDUl.E Year 1 Year 2 Year 3 Shelter Operations Salaries $ 446,000 s 446,000 s 446,000 Benefits s 89,200 $ 89,200 $ 89,200 Services & Supplies $ 254,500 $ 252,750 $ 252,750 VehLde Costs & Eguicment $ 57,500 $ 10,500 s 10,500 Other s 14,250 s 14,250 $ 14,250 TOTAL s 861,450 s 812,700 $ 812,700 Field Service5 Salaries $ 182,000 s 182,000 $ 182,000 Standby & Overtime $ 15,200 s 15,200 $ 15,200 Benefits $ 38,800 $ 38,800 $ 38,800 -Services & Supplies $ 5,600 s 5,600 s 5,600 Vehicle Costs & Equipment s 222,850 $ 33,650 $ 33,650 other $ 2,500 $ 2,500 $ 2,500 TOTAL $ 466,950 s 277,750 $ 277 750 Emergency Veterinary Services • Services & Supplies TOTAL s 35,000 $ 35,000 $ 35,000 Contingency Fund •• TOTAL s 50,000 s so 000 $ 50,000 Year 1 Vear 2 Vear 3 GRAND TOTAL $ 1.413,400 $ 1,175,450 $ 1,175,450 • Emergency veterinary cost& are paid by COUNTY upon approval of Invoice remitted b}'. F'HAS In accordanco with A11reement erovision!o. " Contingency f1,Jnd1o 5hall provide for 1,Jflforeseen expenses required of FHAS by COUNTY. Anticipated oxponditures should be approved by Co1,Jnty in advance and requests for oavment shall be invoiced. Exhibit8 Page 1 of:2 Auto renewal Periods (Oct 1, 2018 • Sep 30, 2019) (Oct 1, 2019. Sep ~o. w201 Year4 Year 5 $ 459,380 $ 473,161 $ 91,876 $ 94,632 $ 260,333 $ 268,142 $ 10,815 $ 11,139 $ 14,678 s 15,118 $ 837,081 $ 862,193 $ 187,460 $ 193,084 $ 15,656 s 16,126 s 39,964 $ 41,163 $ 5,768 $ 5,941 $ 34,660 s 35,699 s 2,575 $ 2,652 $ 286,083 $ 294,665 $ 36,050 s 37,132 $ 51,500 s 53,044 Year 4 Year 5 $ 1210714 $ 1,247,034 Compensation for renewal periods (years 4 & 5) shall increase et a r!!te of three percent (3%) from the prior vear comcensatlen.
Compensation Schedule Monthly Payment Schedule Amount Startup PaymMt September, 2015 23,850 Paid upon receipt of valid purchase order for vehicles and Vehicle Payment animal containment units Calcula.ted as: ($1,328,400; less Startup Payment, less 12 Monthly Payments Vehicle payment)/12 (Oct. 2015. Sep, 2016) TOTAL 1,328,400 Emergency Vet (paid by invoice) 35,000 Contingency (paid by invoice) 50,000 YEAR 1 BUDGET 1,413 400 1 Pavment October, 2016 90,869 11 Monthly Payments November, 2016 -September 2017 90,871 TOTAL 1,090,450 _Emergenct Vet {eaid by invoice) 35,000 ContinQencv (paid by invoice) 50,000 '----YEAR 2 BUDGET 1, 175,450 1 Pavment October~ 2017 90,869 11 Monthly Payments November, 2017 -September 2018 90,871 TOTAL 1,090,450 Emergency Vet (paid by invoice) 35,000 Contingency (paid by invoice) 50,000 YEAR 3 BUDGET 1, 175,450 12 Monthly Payments October, 2018 -Seotember 2019 93,597 TOTAL 1,123,164 ~mergenct Vet {paid by invoice) 36,050 Contingency (paid ~y invoice) 51,500 YEAR 4 BUDGET 1,210,714 1 Pavment October-1 2019 96,403 11 Monthly Payments November, 2019 -September 2020 96.405 TOTAL 1,156,858 Emergency Vet (paid-by invoice) 37, 132 Contingency (paid El'. invoice) 53,044 YEAR 5 BUDGET 1 247,034 Exhibit B Page 2 of 2
Exhibit C SELF-DEALING 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: "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).
Exhibit C (1) Company Board Member Information: Name: Date: Job Title: (2) Company/ Agency Name and Address: (3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to): (4) Explain why this self-dealing transaction Is consistent with the requirements of Corporations Code 5233 (a): ~ (5) Authorized Signature Signature: I Date: I