HomeMy WebLinkAboutAgreement A-17-154 with Megabyte Systems - Maintenance and Support Agreement.pdf
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AGREEMENT
MPTS PROPERTY TAX SYSTEM
MAINTENANCE
THIS AGREEMENT(“Agreement”) is made and entered into on _________, 2017, by and between the 1
COUNTY OF FRESNO, a political subdivision of the State of California (“COUNTY”) and MEGABYTE 2
SYSTEMS INC, whose mailing address is 2630 Sunset Blvd, Suite 100, Rocklin, California 95677, 3
("CONTRACTOR"). 4
1. The COUNTY hereby engages the services of the CONTRACTOR, and the 5
CONTRACTOR agrees to serve COUNTY in accordance with the terms and conditions set 6
forth herein. 7
2. Work. Subject to the terms and conditions set forth in this agreement, CONTRACTOR 8
shall provide the services described in Exhibit A, attached and by this re ference 9
incorporated herein. 10
3. Price. In consideration of CONTRACTOR's fulfillment of the promised work, COUNTY shall 11
pay CONTRACTOR a maximum of $2,780,000, in accordance with Exhibit B, attached and 12
by this reference incorporated herein. The monthly rates set forth therein are subject to 13
annual increases in accordance with the methodology set forth in Exhibit B. Support to 14
COUNTY in excess of the terms of this Agreement, as deemed necessary by COUNTY, 15
will be billable to COUNTY at CONTRACTOR’s standard hourly rate subject to advance 16
written approval of COUNTY. If on-site support is required, travel time and expenses will 17
be charged in addition to the hourly rate for work on-site. 18
4. Audit by the California State Auditor. CONTRACTOR acknowledges that if the total 19
compensation under this agreement is greater than $10,000.00, this Agreement is subject 20
to the examination and audit by the California State Auditor for a period of three (3) years, 21
or for any longer period required by law, after final payment under this Agreement, 22
pursuant to California Government Code 8546.7. In order to facilitate these potential 23
examinations and audits, CONTRACTOR shall maintain, for a period of at least three (3) 24
years, or for any longer period required by law, after final payment under the contract, all 25
books, records and documentation necessary to demonstrate performance under this 26
agreement. 27
5. Changes. Changes and modifications to this Agreement may only be made by prior written 28
change order of COUNTY, accepted in writing by the CONTRACTOR, specifying such 29
change(s) including adjustment(s) to price and delivery schedule (if any), as are agreed to 30
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by the parties hereto. In no case shall COUNTY pay for any extra work or material furnished 31
except as previously agreed upon in such a written change order. The CONTRACTOR and 32
the COUNTY shall determine whether any change or modification will cause a delay in 33
CONTRACTOR completing all work and if so, the duration of such delay. 34
6. County's Responsibility to Provide. COUNTY will provide, at its own expense, access to 35
Megabyte via Megabyte’s network or via the Internet as long as it is at acceptable speeds 36
(County minimum of T1 or business DSL speed). 37
7. No Waiver by County. Inspection of the work by the COUNTY, or the statement by any 38
officer, agent, or employee of the COUNTY, prior to written acceptance of the work or any 39
part thereof, indicating that the work or any part thereof complies with the requirements of 40
this Agreement, or the COUNTY's payment for the whole or any part of the work, or any 41
combination of these acts, shall not relieve the CONTRACTOR of obligation to fulfill this 42
Contract as prescribed. Waiver of any provision of this Agreement by the COUNTY in any 43
single instance shall not prejudice COUNTY's right to enforcement of all provisions of this 44
Agreement in any other instance. 45
8. Hold Harmless. CONTRACTOR agrees to defend, indemnify, save and hold harmless the 46
COUNTY, its officers, agents, and employees, from and against any and all claims and 47
losses whatsoever accruing or resulting to any and all persons, firms or corporations for 48
damage, injury or death as a result of negligence by CONTRACTOR in CONTRACTOR's 49
performance of this Agreement. 50
9. Patent or Copyright Infringement. 51
A. CONTRACTOR represents that the materials and products produced hereunder do 52
not violate others intellectual property rights (which include patent, copyright, 53
trademark, trade secret or other proprietary right.) In the event a claim, cause of 54
action, proceeding or other legal action should arise in which there are claims that the 55
materials and/or products infringe or violate another's intellectual property rights , 56
CONTRACTOR shall undertake to protect, defend, settle or resolve the proceeding at 57
no cost, whatsoever, to COUNTY, including, but not by way of limitation, legal fees, 58
disbursements, judgments, or the like. CONTRACTOR shall protect, defend and 59
indemnify and hold COUNTY harmless, subject only to COUNTY giving 60
CONTRACTOR prompt written notice of any such third party claim, cause of action or 61
proceedings and rendering to CONTRACTOR any reasonable information, assistance 62
or access to documents and materials required in the defense of any such cause of 63
action. 64
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B. Should the materials and/or products in CONTRACTOR's opinion, be likely or become 65
the subject of a claim of infringement of a patent, copyright or trademark, 66
CONTRACTOR may do any of the following: (1) obtain a legally binding right for 67
COUNTY to use, at no cost to COUNTY, the material and/or product; (2) replace or 68
modify the material and/or product so that it is non-infringing yet still complies with the 69
RFP and the Contract specifications; (3) repurchase the material and/or product by 70
refunding all moneys paid by COUNTY to CONTRACTOR for the material and/or 71
product less depreciation and reasonable costs for use and such other amounts as 72
are mutually agreeable to COUNTY and CONTRACTOR. 73
10. Title to Work. Upon termination of this agreement for any reason title to, ownership of, and 74
all applicable patents, copyrights and trade secrets in the MPTS software, shall remain with 75
the CONTRACTOR as owner/holder of such patents, copyrights, and trade secrets, who 76
shall retain complete rights to market such product, and no such rights shall pass to 77
COUNTY. However, COUNTY shall receive, at no additional cost, a perpetual license to 78
use such products for its own use. 79
11. Source Code. CONTRACTOR shall place source code for the licensed software and 80
any changes thereto, into a software escrow account. COUNTY shall have access to the 81
source code in the event CONTRACTOR fails to fulfill its maintenance and support 82
obligations, or in the event of bankruptcy, dissolution, or appointment of a receiver for 83
CONTRACTOR. COUNTY shall be able to use the source code according to the terms of 84
this agreement, and must also be permitted to modify the code for its own use consistent 85
with this agreement. 86
12. Insurance. CONTRACTOR shall maintain, at CONTRACTOR's own expense during the 87
term hereof, insurance with respect to CONTRACTOR's performance of this Agreement of 88
the types and in the minimum amounts described generally as follows: 89
A. Full Workers’ Compensation and Employers’ Liability Insurance covering all 90
employees of CONTRACTOR as required by law in the State of California. 91
B. Comprehensive Public Liability Insurance or Comprehensive Liability Insurance 92
(Bodily Injury and Property Damage) of not less than One Million Dollars ($1,000,000) 93
combined single limit per occurrence (claim made). 94
C. Comprehensive Automobile Liability Insurance (Bodily Injury and Property Damage) 95
on owned, hired, leased and non owned vehicles used in conjun ction with 96
CONTRACTOR's business of not less than One Million Dollars ($1,000,000) 97
combined single limit per occurrence (claim made). 98
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13. Proof of Insurance. Simultaneous with the execution of this Agreement, proof of the 99
aforementioned insurance shall be furnished by the CONTRACTOR to the COUNTY by 100
certificates of insurance. Such certificates shall specify that COUNTY must be given written 101
notice 30 days prior to the cancellation or modification of any such insurance. 102
14. Insurance in Force and Effect During Contract Period. The insurance specified above shall 103
be in a form and placed with an insurance company or companies satisfactory to COUNTY, 104
and shall be kept in force and effect until completion to the satisfaction and acceptance by 105
COUNTY of all work to be performed by the CONTRACTOR under this Agreement. 106
15. Confidentiality. Confidential information is defined as all information disclosed to 107
CONTRACTOR which relates to the COUNTY's past, present, and future activities, as well 108
as activities under this Contract. CONTRACTOR will hold all such information in trust and 109
confidence. Upon cancellation or expiration of this Agreement, CONTRACTOR will return 110
to COUNTY all written and descriptive matter which contains any such confidential 111
information. 112
16. Independent Contractor. CONTRACTOR shall perform this contract as an independent 113
CONTRACTOR for all purposes. CONTRACTOR is not, and shall not be deemed, a 114
COUNTY employee for any purpose, including worker’s compensation. CONTRACTOR 115
shall, at CONTRACTOR’s own risk and expense, determine the method and manner by 116
which the duties imposed on CONTRACTOR by this contract shall be performed; provided 117
that COUNTY may monitor the work performed by CONTRACTOR; and provided further 118
that CONTRACTOR shall observe and comply with all laws and rules applicable to 119
COUNTY in performing the work. CONTRACTOR, not COUNTY, shall be responsible for 120
CONTRACTOR’s negligence and that of CONTRACTOR’s agents and employees in 121
performing the work. CONTRACTOR shall be entitled to none of the benefits accorded to 122
a COUNTY employee. COUNTY shall not deduct or withhold any amounts whatsoever from 123
the compensation paid to CONTRACTOR, including but not limited to amounts required to 124
be withheld for state and federal taxes. CONTRACTOR alone shall be responsible for all 125
such payments. 126
17. Termination. The COUNTY or CONTRACTOR may terminate this agreement upon 60 days 127
written notice to the other party. 128
18. Notices. All notices provided for by this Agreement shall be in writing and may be delivered 129
by deposit in the First Class United States mail, by certified, or by registered mail, postage 130
prepaid. All notices appertaining to the provisions of this Agreement, shall be addressed 131
to CONTRACTOR's office, located at 2630 Sunset Blvd, Suite 100, Rocklin, CA 95677. 132
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Notices to the COUNTY shall be addressed to the Director of Internal Services/Chief
Information Officer. 333 W Pontiac Way , Clovis CA 93612 . Effective date of all notices shall
permit a minimum of five (5) days for transit in the mail.
19 . Dispute Resolution . In the event of any dispute , claim , question , or disagreement arising
from or relating to this agreement or breach thereof, the parties shall use their best efforts
to settle the dispute , claim , question , or disagreement. To this effect, they shall consult and
negotiate with each other in good faith and , recognizing their mutual interests , attempt to
reach a just and equitable solution satisfactory to both parties. If they do not reach such
solution with a period of 60 days , then , upon notice by either party to the other, all disputes,
claims , questions , or differences shall be finally settled by arbitration. The arbitration shall
be conducted by a neutral arbitrator and in accordance with California law , with the parties
sharing equally the costs of arbitrat ion . Judgement on the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof.
ATIEST:
BERNICE E. SEIDEL. Cieri<
Board of Supervisors
By p ~ ~sb a{>
Deputy
COUNTY OF FRESNO , a political subdivision of the State
of California
By _____..:IL=-· ~---=----U----
Dated : i.f -d.-5 -(]
By ~~~~~~~~~~=-----
President
"CONTRACTOR"
Dated : _0_'3 __ . _'6_· _' 1 __
(\j ,u_,c:::l~S J3.E--r -;-~ • S~c::.ll.£:~'1
CJ3 . ;6,. I'J
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ADDENDUM TO AGREEMENT-MPTS PROPERTY TAX SYSTEM MAINTENANCE
COUNTY and CONTRACTOR (Megabyte Systems , Inc.) agree that the above-
referenced "Agreement" is hereby modified as follows :
1. The following terms and conditions are added to this Agreement:
TERM . The term of this Agreement shall be for a period of three (3) years , commencing
30 days from the "Installation Date " ( the date the MPTS system first goes into
production use by each of the County departments). This Agreement may be extended
for two (2) additional consecutive twelve ( 12) month periods upon written approval of
both parties no later than thirty (30) days prior to the first day of the next twelve (12)
month extension period . The Director of Internal Services/Chief Information Officer or
his or her designee is authorized to execute such written approval on behalf of
COUNTY based on CONTRACTOR 's satisfactory performance.
DISCLOSURE OF SELF-DEALING TRANSACTIONS. This provision is only
applicable if the CONTRACTOR is operating as a corporation (a for-profit or non-profit
corporation) or if during the term of this agreement, the CONTRACTOR changes its
status to operate as a corporation .
Members of the CONTRACTOR 's Board of Directors shall disclose any self-dealing
transactions that they are a party to while CONTRACTOR is providing goods or
performing services under this agreement. A self-dealing transaction shall mean a
transaction to which the CONTRACTOR is a party and in which one or more of its
directors has a material financial interest. Members of the Board of Directors shall
disclose any self-dealing transactions that they are a party to by completing and signing
a Self-Dealing Transaction f?isclosure Form (Exhibit 1) and submitting it to the COUNTY
prior to commencing with th.e self-dealing transaction or immediately thereafter.
Governing Law and Venue. This Agreement shall be deemed to be made under, and
shall be governed by and construed in accordance with , the laws of the State of
California . Any action brought to enforce the terms or provisions of this Agreement shall
have venue in the County of Fresno , State of California.
Assignment. Neither this Agreement, the License granted herein nor any other right or
obligation hereunder shall be assigned , delegated or otherwise transferred by either
party , without the prior written consent of the other party . Notwithstanding the
preceding sentence , Contractor may assign , delegate, or otherwise transfer this
Agreement, the License granted herein , and Contractor's rights and obligations
hereunder to any affiliate or any successor of Contractor's business or any part thereof,
w ithout the prior written consent of Customer.
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Amendments . Th is agreement may be amended or supplemented from time to time ,
but only by a written instrument executed by both Customer and Contractor. As used
herein , the term "Agreement" shall include any future amendments or supplements
made hereto.
Entire Agreement. This Agreement supersedes any and all other agreements, either
oral or in writing , between any of the parties herein with respect to the subject matter
hereof and contains all the agreements between the parties with respect to such matter.
Each party acknowledges that no representations , inducements , promises or
agreements , oral or otherwise , have been made by any party , or anyone acting on
behalf of any party , which are not embodied herein , and that no other agreement ,
statement or promise not contained in this Agreement shall be valid or binding .
2. Section 12 . Insurance is deleted in its entirety and revised to read as follows :
INSURANCE . Without lim iti ng the COUNTY's right to obtain indemnification from
CONTRACTOR or any third part ies , CONTRACTOR , at its sole expense , shall maintain
in full force and effect , the follow ing insurance policies throughout the term of the
Agreement:
A) COMMERCIAL GENERAL LIABILITY
Commercial General Liability Insurance w ith 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 coverages including completed operations , products liab ility , contractual
liability , Explos ion-Collapse-Underground , fire legal liability or any other liability insurance
deemed necessary because of the nature of this contract.
B) AUTOMOBILE LIABILITY
Comprehensive Automobile Liability Insurance with limits for bodily injury of not less than
Two Hundred Fifty Thousand Dollars ($250 ,000 .00) per person , Five Hundred Thousand
Dollars ($500 ,000 .00) per accident and for property damages of not less than Fifty
Thousand Dollars ($50 ,000 .00), or such coverage with a combined single limit of Five
Hundred Thousand Dollars ($500 ,000 .00 ). Coverage should include owned and non-
owned vehicles used in connection with this Agreement.
C) WORKER 'S COMPENSATION
A policy of Worker's Compensation insurance as may be required by the California Labor
Code.
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CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance
naming the County of Fresno , its officers , agents , and employees , individually and
collectively , as additional insured , but only insofar as the operations under this Agreement
are concerned . Such coverage for additional insured shall apply as primary insurance
and any other insurance, or self-insurance , maintained by COUNTY, its officers , agents
and employees shall be excess only and not contributing with insurance provided under
CONTRACTOR's policies herein . This insurance shall not be cancelled or changed
without a minimum of thirty (30) days advance written notice given to COUNTY.
Within Thirty (30) days from the date CONTRACTOR executes this Agreement,
CONTRACTOR shall provide certificates of insurance and endorsement as stated above
for all of the foregoing policies, as required herein , to the County of Fresno , Robert Bash ,
Chief Information Officer, 333 W . Pontiac Way , Clovis , CA 93612 , stating that such
insurance coverages have been obtained and are in full force ; that the County of Fresno ,
its officers , agents and employees will not be responsible for any premiums on the
policies; that such Commercial General Liability insurance names the County of Fresno ,
its officers , agents and employees , individually and collectively , as additional insured , but
only insofar as the operations under this Agreement are concerned ; that such coverage
for additional insured shall apply as primary insurance and any other insurance, or
self-insurance , maintained by COUNTY, its officers , agents and employees , shall be
excess only and not contributing with insurance provided under CONTRACTOR's policies
herein; and that this insurance shall not be cancelled or changed without a minimum of
thirty (30) days advance, written notice given to COUNTY .
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as
herein provided , the COUNTY may, in addition to other remedies it may have , suspend
or terminate this Agreement upon the occurrence of such event.
All policies shall be with admitted insurers licensed to do business in the State of
California . Insurance shall be purchased from companies possessing a current AM . Best,
Inc. rating of A FSC VII or better.
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IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day
and year first hereinabove written .
6 Date: __ 0_3._. _,6_-_,_/~-----
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8 Nicholas Betts, Secretary
9 Date : ___ 0_3._· _J_b_· _1 -''-----
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Megabyte, In c .
2630 Sunset Blvd, Suite 100
Rock lin , CA 95677
FOR ACCOUNTING USE ONLY
FUND: 10 20
SUBCLASS: 10000
ORG NO. : 8905
ACCOUNT NO.: 7311
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COU~~y FRESNO
Brian Pacheco
Chairman , Board of Supervisors
Date : _......::~_-___:d--5~_-__:\_~:....__ ___ _
Bernice E. Seidel
Clerk, Board of Supervisors
By: ,Sv_~ ~h~
DEPUTY
PA, Assessor-Recorder
(ttf.
APPROVED AS TO LEGAL FORM
Daniel C . Cederberg
County Counsel
By ~~&-~~..,....__
APPROVED AS TO ACCOUNTING FORM
Oscar J . Garcia , CPA
Auditor -ControllerfT rea surer-Ta x Collector
By : (}Pt < 4 52~
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EXHIBIT A
SCOPE OF SERVICE
MPTS maintenance support services
Contractor will provide the following maintenance support services:
Hot line phone support for County’s Assessor, Tax Collector and Auditor user staff, as
required, concerning the operation of the property tax system – MPTS.
Diagnosis of application problems and suggested solutions.
Application software corrections as needed by system failure to meet system
requirements. This does NOT include any fixes for problems arising through alteration of
the database by means other than Contractor personnel.
New State mandated change to the application of property and tax assessment statutes.
Enhancements/Upgrades to the application software at the discretion of Contractor.
Installation/Setup of application stored procedures/triggers/database-scheduled tasks
when necessary.
MPTS application training classes:
o Web training classes
o Training materials will be posted on the Contractor website
o Some sessions may be offered in house for detailed hands-on training at no cost
for the session (County will be responsible for travel expenses)
Roll turnover & roll over support to accommodate County off-hour support if desired:
o Contractor will optionally offer (based on County needs) roll turnover/rollover of
scheduled jobs leaving reports out at the County (balancing/review is the
responsibility of County)
o Contractor will review for consistency and set up – completion of jobs i.e.
ascertain correctness of control records, job setup, scheduling, conflicts.
o Backup: 2nd copy of 601 rolls and tax rolls for 12-year history retention to be held
by Contractor if requested by the County. Primary backup of the 601 roll and
related system backups are County responsibilities.
o Assistance with balancing property and tax assessment programs.
o Assistance with producing fixes (i.e. mass roll changes) to correct erroneous
assessment or tax roll results, whether due to County or Contractor actions.
However, County is responsible for meeting statutory requirements and proper
updating of the Megabyte Systems with all current data, such as tax rates.
Assistance to fix problems caused by County failure to update base assessment
data will be a billable item to the County.
County will provide, at it’s own expense, access to Contractor via Contractor network or via the
Internet as long as it is at acceptable speeds (County minimum of T1 or business DSL speed).
County must grant Contractor full administrator rights (SA).
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SQL server database support services
Contractor will provide the following SQL sever database services:
Necessary tuning/routine maintenance/notification of service pack upgrades needed.
(These must be ran by County personnel on the physical machine).
General SQL maintenance.
Monitoring of SQL logs for errors and corrective action.
Daily batch job monitoring and fixes/notification of failures.
Scheduling of overnight jobs.
Installation upgrades to SQL versions when Contractor upgrades the application
software to a new version (Note: this does not include any cost associated with the
purchase of SQL Server System Software – this cost is the responsibility of the County.
Contractor will install it and do any necessary property system upgrades). Contractor
determines the need to upgrade to a newer version of SQL.
Rebuild database(s) if necessary due solely to SQL Server generated problems.
(Exclusion: If the cause is failure by the user to detect operating system errors & take
corrective action or notify Contractor, then this activity will be billable to the County).
SQL Support services are for the primary and inquiry (aka backup server) servers only.
County shall perform the following tasks:
Ensuring the SQL Executive and SQL Server are running and restart if necessary.
NT Server printer setup and documentation.
Monitor disk space on NT Server.
MPTS system backups.
Network problems.
Software/Hardware conflict issues.
Install SQL Server service packs when notified to do so by Contractor.
Install MPTS service packs when notified to do so by Contractor.
If on-site support is required travel time and expenses will be billable to County at the standard
rate for Contractor.
Additional MPTS Modules to be supported
(Additional as specified in Exhibit B fees will apply)
Assessor/Tax Collector Public Web Access
Assessor/Tax Collector Agency Web Access
Tax Collector – Web bill print for Current Year/two prior years
Assessor – Online Business Property Filing (0BPF)
Clerk of the Board/Assessor
Assessment Appeals Module (COB)
Exhibit B
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COMPENSATION/INVOICING.
Customer agrees to pay Contractor and Contractor agrees to receive compensation as
listed here:
Annual Maintenance and Support Fees
1. Base System $426,000.00
2. Public Web Access $ 5,040.00
3. Agency Web Access $ 12,599.00
4. Online bill view/print $ 2,500.00
5. Online Business Property Filing $ 3,700.00
6. Assessor’s & Clerk of the Board’s Appeals Module $ 15,500.00
Total Installation and License Fees (Billed Monthly) $465,339.00
Additional Service Fees. For additional services provided by Contractor, Customer shall
as compensation for such services pay to Contractor at a rate of $100.00 per hour. It is
understood by both County and Contractor that the amount for additional service fees,
including provision for any reimbursable travel expenses, shall be mutually agreed upon,
in writing (email is acceptable). Travel shall be reimbursed at the current IRS Standard
Mileage Rate for Business, Medical and Moving. All other costs associated with travel are
to be reimbursed at the current GSA Per Diem Rates. Maximum compensation for
Additional Services fees shall not exceed $350,000.00.
Fee Changes. Contractor may increase Annual Maintenance and Support fees,
including Additional Service Fee rates upon thirty (30) days’ advance written notice to
Customer provided that Contractor shall not increase such fees more than once in any
one year period, and provided further that each increase will be in accordance with the
Consumer Price Index for the region as established by the Consumer Price Index for
Pacific Cities and U.S. City Average, All Urban Consumers, unless the increase is
caused by new requirements placed on the CONTRACTOR by Federal or State law or
by COUNTY, or other considerations, and agreed upon by both parties .
Total Contract Amount In no event shall services performed under this Agreement be
in excess of $2,780,000.00. It is understood that all expenses incidental to Contractor’s
performance of services under this Agreement shall be borne by Contractor.
Invoices. Contractor shall submit invoices (which must reference the provided contract
number), either electronically or via mail to the County of Fresno Internal Services, 333
W. Pontiac Way, Clovis, CA 93612. Customer will pay Contractor within forty-five (45)
days of receipt of an approved invoice, by mail addressed to Contractor’s remittance
address at 2630 Sunset Blvd Suite 100, Rocklin, CA 95677.
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Exhibit 1
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 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 co rporation is a party and in
which one or more of its board members 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 b ased 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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(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
(5) Authorized Signature
Signature: Date: