HomeMy WebLinkAboutValley Wide Vending-Micro-Market Vending Unit with Self-Checkout_D-24-199.pdf D-24-199
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated May 1, 2024 and is
3 between Valley Wide Vending, Inc. a California Corporation, ("Contractor"), and the COUNTY of
4 Fresno, a political subdivision of the State of California ("COUNTY").
5 Recitals
6 A. WHEREAS, COUNTY's Department of Public Health employs in excess of 300
7 personnel at its main location of 1221 Fulton Street, Fresno, CA 93721, and;
8 B. WHEREAS, the COUNTY's Department of Public Health has been without a primary
9 lunchroom which included vending machine units for its staff since October 2018, and;
10 C. WHEREAS, Contractor provides vending services in the form of a micro-market vending
11 unit with self-checkout that allows individuals to purchase meals and refreshments, and;
12 D. NOW THEREFORE BE IT RESOLVED the COUNTY's Department of Public Health
13 desires to retain the services of Contractor.
14 The parties therefore agree as follows:
15 Article 1
16 Contractor's Services
17 1.1 Scope of Services. The Contractor shall perform all of the services provided in
18 Exhibit A to this Agreement, titled "Scope of Services."
19 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
20 able to perform all of the services provided in this Agreement.
21 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
22 applicable federal, state, and local laws and regulations in the performance of its obligations
23 under this Agreement, including but not limited to workers compensation, labor, and
24 confidentiality laws and regulations.
25 1.4 Contractor shall provide a list of pricing for items listed in Exhibit B or similar items
26 thereof. Contractor shall provide notification to COUNTY's Department of Public Health with at
27 least 30 day notice when a price change in excess of 20% above the prior posted price shall be
28 made to items or similar items listed in Exhibit B.
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1 Article 2
2 COUNTY's Responsibilities
3 2.1 The COUNTY shall allow CONTRACTOR to exclusively sell the kinds and types of
4 merchandise sold from the vending equipment upon COUNTY's premises and on COUNTY
5 property outside such premises.
6 2.2 The COUNTY agrees to allow CONTRACTOR to install, at 1221 Fulton Street,
7 Fresno CA 93721 ("Premises"), a complete micro-market.
8 2.3 The COUNTY understands and agrees that the revenue collected from the sale of
9 CONTRACTOR's merchandise from CONTRACTOR's equipment shall be CONTRACTOR's
10 sole revenue as a result of this Agreement.
11 2.4 The COUNTY shall provide all utilities, including necessary water and power.
12 2.5 The COUNTY shall dedicate appropriate space for CONTRACTOR's equipment to
13 maximize access to the units.
14 2.6 The COUNTY may make requests as to the items that are sold, which
15 CONTRACTOR shall accommodate, if reasonably possible.
16 Article 3
17 Contractor's Responsibilities
18 3.1 CONTRACTOR shall be responsible for installing and maintaining vending
19 equipment which reasonably meets COUNTY's needs. CONTRACTOR shall remain the sole
20 owner of all such equipment.
21 3.2 Prices shall be determined by CONTRACTOR, with the understanding that all
22 merchandise shall be wholesome, fresh, palatable and of high quality, and the prices charged
23 shall be no higher than that of similar merchandise in other local places of business. All
24 merchandise shall be removed upon or before the expiration date designated on its packaging
25 and replaced by fresh merchandise.
26 3.3 CONTRACTOR may make changes in the equipment configuration (i.e. additional,
27 different, or less equipment), with prior written consent from the COUNTY, in the best interest of
28 both parties. CONTRACTOR reserves the right to remove all units if, in its sole discretion, it is
2
1 determined that the vending units cannot be properly maintained. If this occurs, this Agreement
2 shall be deemed to have been terminated immediately upon the removal of the units.
3 Article 4
4 Compensation, Invoices, and Payments
5 4.1 Compensation. The COUNTY agrees to pay, and the Contractor agrees to receive,
6 no compensation for the performance of its services under this Agreement as described in this
7 section.
8 4.2 Maximum Compensation. The maximum compensation payable to the Contractor
9 under this Agreement is $0.00. The Contractor acknowledges that the COUNTY is a local
10 government entity, and does so with notice that the COUNTY's powers are limited by the
11 California Constitution and by State law, and with notice that the Contractor may receive
12 compensation under this Agreement only for services performed according to the terms of this
13 Agreement and while this Agreement is in effect, and subject to the maximum amount payable
14 under this section. The Contractor further acknowledges that COUNTY employees have no
15 authority to pay the Contractor except as expressly provided in this Agreement.
16 4.3 Incidental Expenses. The Contractor is solely responsible for all of its costs and
17 expenses that are not specified as payable by the COUNTY under this Agreement.
18 Article 5
19 Term of Agreement
20 5.1 Term. This Agreement is effective on May 1, 2024 and terminates on April 30, 2027,
21 except as provided in section 5.2, "Extension," or Article 7, "Termination and Suspension," be-
22 low.
23 5.2 Extension. The term of this Agreement may be extended for no more than two, one-
24 year periods only upon written approval of both parties at least 30 days before the first day of
25 the next one-year extension period. The Director of the Department of Public Health or his or
26 her designee is authorized to sign the written approval on behalf of the COUNTY based on the
27 Contractor's satisfactory performance. The extension of this Agreement by the COUNTY is not
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1 a waiver or compromise of any default or breach of this Agreement by the Contractor existing at
2 the time of the extension whether or not known to the COUNTY.
3 Article 6
4 Notices
5 6.1 Contact Information. The persons and their addresses having authority to give and
6 receive notices provided for or permitted under this Agreement include the following:
7
For the COUNTY:
8 Director, Department of Public Health
COUNTY of Fresno
9 P.O. Box 11867
Fresno, CA 93775
10 DPHContracts@fresnocountyca.gov
11 For the Contractor:
Attn: Will Anderson
12 Valley Wide Vending, Inc
2020 N. Winery Ave.
13 Clovis, CA 93612
14 6.2 Change of Contact Information. Either party may change the information in section
15 6.1 by giving notice as provided in section 6.3.
16 6.3 Method of Delivery. Each notice between the COUNTY and the Contractor provided
17 for or permitted under this Agreement must be in writing, state that it is a notice provided under
18 this Agreement, and be delivered either by personal service, by first-class United States mail, by
19 an overnight commercial courier service, or by Portable Document Format (PDF) document
20 attached to an email.
21 (A) A notice delivered by personal service is effective upon service to the recipient.
22 (B) A notice delivered by first-class United States mail is effective three COUNTY
23 business days after deposit in the United States mail, postage prepaid, addressed to the
24 recipient.
25 (C)A notice delivered by an overnight commercial courier service is effective one
26 COUNTY business day after deposit with the overnight commercial courier service,
27 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
28 the recipient.
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1 (D)A notice delivered by telephonic facsimile transmission or by PDF document
2 attached to an email is effective when transmission to the recipient is completed (but, if
3 such transmission is completed outside of COUNTY business hours, then such delivery
4 is deemed to be effective at the next beginning of a COUNTY business day), provided
5 that the sender maintains a machine record of the completed transmission.
6 6.4 Claims Presentation. For all claims arising from or related to this Agreement,
7 nothing in this Agreement establishes, waives, or modifies any claims presentation
8 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
9 of Title 1 of the Government Code, beginning with section 810).
10 Article 7
11 Termination and Suspension
12 7.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
13 contingent on the approval of funds by the appropriating government agency. If sufficient funds
14 are not allocated, then the COUNTY, upon at least 30 days' advance written notice to the
15 Contractor, may:
16 (A) Modify the services provided by the Contractor under this Agreement; or
17 (B) Terminate this Agreement.
18 7.2 Termination for Breach.
19 (A) Upon determining that a breach (as defined in paragraph (C) below) has
20 occurred, the COUNTY may give written notice of the breach to the Contractor. The
21 written notice may suspend performance under this Agreement and must provide at
22 least 30 days for the Contractor to cure the breach.
23 (B) If the Contractor fails to cure the breach to the COUNTY's satisfaction within the
24 time stated in the written notice, the COUNTY may terminate this Agreement
25 immediately.
26 (C) For purposes of this section, a breach occurs when, in the determination of the
27 COUNTY, the Contractor has:
28 (1) Obtained or used funds illegally or improperly;
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1 (2) Failed to comply with any part of this Agreement;
2 (3) Submitted a substantially incorrect or incomplete report to the COUNTY; or
3 (4) Improperly performed any of its obligations under this Agreement.
4 7.3 Termination without Cause. In circumstances other than those set forth above, the
5 COUNTY may terminate this Agreement by giving at least 30 days advance written notice to the
6 Contractor.
7 7.4 No Penalty or Further Obligation. Any termination of this Agreement by the
8 COUNTY under this Article 6 is without penalty to or further obligation of the COUNTY.
9 7.5 COUNTY's Rights upon Termination. Upon termination for breach under this
10 Article 6, the COUNTY may demand repayment by the Contractor of any monies disbursed to
11 the Contractor under this Agreement that, in the COUNTY's sole judgment, were not expended
12 in compliance with this Agreement. The Contractor shall promptly refund all such monies upon
13 demand. This section survives the termination of this Agreement.
14 Article 8
15 Funding Source
16 8.1 Services Funding Source. No funding for these services is provided by the
17 COUNTY's Department of Public Health. Contractor agrees that no compensation by the
18 COUNTY's Department of Public Health will be incurred for these services as Contractor will
19 receive compensation in the form of revenues from purchases made by County Staff utilization
20 in the vending equipment.
21 Article 9
22 Confidentiality
23 9.1 Confidentiality. All services performed by the Contractor under this Agreement
24 shall be in strict conformance with all applicable Federal, State of California and/or local laws
25 and regulations relating to confidentiality.
26 1H
27 ///
28 1H
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1 Article 10
2 Independent Contractor
3 10.1 Status. In performing under this Agreement, the Contractor, including its officers,
4 agents, employees, and volunteers, is at all times acting and performing as an independent
5 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
6 venturer, partner, or associate of the COUNTY.
7 10.2 Verifying Performance. The COUNTY has no right to control, supervise, or direct
8 the manner or method of the Contractor's performance under this Agreement, but the COUNTY
9 may verify that the Contractor is performing according to the terms of this Agreement.
10 10.3 Benefits. Because of its status as an independent contractor, the Contractor has no
11 right to employment rights or benefits available to COUNTY employees. The Contractor is solely
12 responsible for providing to its own employees all employee benefits required by law. The
13 Contractor shall save the COUNTY harmless from all matters relating to the payment of
14 Contractor's employees, including compliance with Social Security withholding and all related
15 regulations.
16 10.4 Services to Others. The parties acknowledge that, during the term of this
17 Agreement, the Contractor may provide services to others unrelated to the COUNTY.
18 Article 11
19 Indemnity and Defense
20 11.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
21 COUNTY (including its officers, agents, employees, and volunteers) against all claims,
22 demands, injuries, damages, costs, expenses (including attorney fees and costs), fines,
23 penalties, and liabilities of any kind to the COUNTY, the Contractor, or any third party that arise
24 from or relate to the performance or failure to perform by the Contractor (or any of its officers,
25 agents, subcontractors, or employees) under this Agreement. The COUNTY may conduct or
26 participate in its own defense without affecting the Contractor's obligation to indemnify and hold
27 harmless or defend the COUNTY.
28 11.2 Survival. This Article 11 survives the termination of this Agreement.
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1 Article 12
2 Insurance
3 12.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
4 Agreement.
5 Article 13
6 Inspections, Audits, and Public Records
7 13.1 Inspection of Documents. The Contractor shall make available to the COUNTY,
8 and the COUNTY may examine at any time during business hours and as often as the
9 COUNTY deems necessary, all of the Contractor's records and data with respect to the matters
10 covered by this Agreement, excluding attorney-COUNTY privileged communications. The
11 Contractor shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of
12 such records and data to ensure the Contractor's compliance with the terms of this Agreement.
13 13.2 State Audit Requirements. If the compensation to be paid by the COUNTY under
14 this Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
15 California State Auditor, as provided in Government Code section 8546.7, for a period of three
16 years after final payment under this Agreement. This section survives the termination of this
17 Agreement. Additional Federal audit requirements may apply if any portion of the compensation
18 to be paid by the COUNTY under this Agreement is also provided by Federal funding.
19 13.3 Public Records. The COUNTY is not limited in any manner with respect to its public
20 disclosure of this Agreement or any record or data that the Contractor may provide to the
21 COUNTY. The COUNTY's public disclosure of this Agreement or any record or data that the
22 Contractor may provide to the COUNTY may include but is not limited to the following:
23 (A) The COUNTY may voluntarily, or upon request by any member of the public or
24 governmental agency, disclose this Agreement to the public or such governmental
25 agency.
26 (B) The COUNTY may voluntarily, or upon request by any member of the public or
27 governmental agency, disclose to the public or such governmental agency any record or
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1 data that the Contractor may provide to the COUNTY, unless such disclosure is
2 prohibited by court order.
3 (C)This Agreement, and any record or data that the Contractor may provide to the
4 COUNTY, is subject to public disclosure under the Ralph M. Brown Act (California
5 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
6 (D)This Agreement, and any record or data that the Contractor may provide to the
7 COUNTY, is subject to public disclosure as a public record under the California Public
8 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
9 with section 6250) ("CPRA").
10 (E) This Agreement, and any record or data that the Contractor may provide to the
11 COUNTY, is subject to public disclosure as information concerning the conduct of the
12 people's business of the State of California under California Constitution, Article 1,
13 section 3, subdivision (b).
14 (F) Any marking of confidentiality or restricted access upon or otherwise made with
15 respect to any record or data that the Contractor may provide to the COUNTY shall be
16 disregarded and have no effect on the COUNTY's right or duty to disclose to the public
17 or governmental agency any such record or data.
18 13.4 Public Records Act Requests. If the COUNTY receives a written or oral request
19 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
20 and which the COUNTY has a right, under any provision of this Agreement or applicable law, to
21 possess or control, then the COUNTY may demand, in writing, that the Contractor deliver to the
22 COUNTY, for purposes of public disclosure, the requested records that may be in the
23 possession or control of the Contractor. Within five business days after the COUNTY's demand,
24 the Contractor shall (a) deliver to the COUNTY all of the requested records that are in the
25 Contractor's possession or control, together with a written statement that the Contractor, after
26 conducting a diligent search, has produced all requested records that are in the Contractor's
27 possession or control, or (b) provide to the COUNTY a written statement that the Contractor,
28 after conducting a diligent search, does not possess or control any of the requested records.
9
1 The Contractor shall cooperate with the COUNTY with respect to any COUNTY demand for
2 such records. If the Contractor wishes to assert that any specific record or data is exempt from
3 disclosure under the CPRA or other applicable law, it must deliver the record or data to the
4 COUNTY and assert the exemption by citation to specific legal authority within the written
5 statement that it provides to the COUNTY under this section. The Contractor's assertion of any
6 exemption from disclosure is not binding on the COUNTY, but the COUNTY will give at least 10
7 days' advance written notice to the Contractor before disclosing any record subject to the
8 Contractor's assertion of exemption from disclosure. The Contractor shall indemnify the
9 COUNTY for any court-ordered award of costs or attorney's fees under the CPRA that results
10 from the Contractor's delay, claim of exemption, failure to produce any such records, or failure
11 to cooperate with the COUNTY with respect to any COUNTY demand for any such records.
12 Article 14
13 Disclosure of Self-Dealing Transactions
14 14.1 Applicability. This Article 14 applies if the Contractor is operating as a corporation,
15 or changes its status to operate as a corporation.
16 14.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
17 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
18 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to
19 the COUNTY before commencing the transaction or immediately after.
20 14.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
21 a party and in which one or more of its directors, as an individual, has a material financial
22 interest.
23 Article 15
24 General Terms
25 15.1 Modification. Except as provided in Article 7, "Termination and Suspension," this
26 Agreement may not be modified, and no waiver is effective, except by written agreement signed
27 by both parties. The Contractor acknowledges that COUNTY employees have no authority to
28 modify this Agreement except as expressly provided in this Agreement.
10
1 15.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
2 under this Agreement without the prior written consent of the other party.
3 15.3 Governing Law. The laws of the State of California govern all matters arising from
4 or related to this Agreement.
5 15.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
6 COUNTY, California. Contractor consents to California jurisdiction for actions arising from or
7 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
8 brought and maintained in Fresno COUNTY.
9 15.5 Construction. The final form of this Agreement is the result of the parties' combined
10 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
11 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
12 against either party.
13 15.6 Days. Unless otherwise specified, "days" means calendar days.
14 15.7 Headings. The headings and section titles in this Agreement are for convenience
15 only and are not part of this Agreement.
16 15.8 Severability. If anything in this Agreement is found by a court of competent
17 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
18 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
19 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
20 intent.
21 15.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
22 not unlawfully discriminate against any employee or applicant for employment, or recipient of
23 services, because of race, religious creed, color, national origin, ancestry, physical disability,
24 mental disability, medical condition, genetic information, marital status, sex, gender, gender
25 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
26 all applicable State of California and federal statutes and regulation.
27 15.10 No Waiver. Payment, waiver, or discharge by the COUNTY of any liability or
28 obligation of the Contractor under this Agreement on any one or more occasions is not a waiver
11
1 of performance of any continuing or other obligation of the Contractor and does not prohibit
2 enforcement by the COUNTY of any obligation on any other occasion.
3 15.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
4 between the Contractor and the COUNTY with respect to the subject matter of this Agreement,
5 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
6 publications, and understandings of any nature unless those things are expressly included in
7 this Agreement. If there is any inconsistency between the terms of this Agreement without its
8 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
9 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
10 exhibits.
11 15.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
12 create any rights or obligations for any person or entity except for the parties.
13 15.13 Authorized Signature. The Contractor represents and warrants to the COUNTY
14 that:
15 (A) The Contractor is duly authorized and empowered to sign and perform its
16 obligations under this Agreement.
17 (B) The individual signing this Agreement on behalf of the Contractor is duly
18 authorized to do so and his or her signature on this Agreement legally binds the
19 Contractor to the terms of this Agreement.
20 15.14 Electronic Signatures. The parties agree that this Agreement may be executed by
21 electronic signature as provided in this section.
22 (A) An "electronic signature" means any symbol or process intended by an individual
23 signing this Agreement to represent their signature, including but not limited to (1) a
24 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
25 electronically scanned and transmitted (for example by PDF document) version of an
26 original handwritten signature.
27 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
28 equivalent to a valid original handwritten signature of the person signing this Agreement
12
1 for all purposes, including but not limited to evidentiary proof in any administrative or
2 judicial proceeding, and (2) has the same force and effect as the valid original
3 handwritten signature of that person.
4 (C)The provisions of this section satisfy the requirements of Civil Code section
5 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
6 Part 2, Title 2.5, beginning with section 1633.1).
7 (D) Each party using a digital signature represents that it has undertaken and
8 satisfied the requirements of Government Code section 16.5, subdivision (a),
9 paragraphs (1) through (5), and agrees that each other party may rely upon that
10 representation.
11 (E) This Agreement is not conditioned upon the parties conducting the transactions
12 under it by electronic means and either party may sign this Agreement with an original
13 handwritten signature.
14 15.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
15 original, and all of which together constitute this Agreement.
16 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
Valley Wide Vending, Inc. COUNTY OF FRESNO
3
Manuel M. Digitally signed by ManuelM.
Vilanova
4 �r�'/2/Z�, K Vilanova Date:2024.04.2613:52:18
. Z -0T00'
5 (Will Anderson, Operations Manager Manuel Vilanova Deputy Director, Internal
Services Department, COUNTY of Fresno
6 2020 N. Winery Ave.
Fresno, CA 93703
7
For accounting use only:
8
Org No.: 56201500
9 Account No.: 7295
Fund No.: 0001
10 Subclass No.:10000
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Exhibit A
1 Scope of Services
2 COUNTY agrees to allow CONTRACTOR to exclusively sell the kinds and types of
3 merchandise sold from the vending equipment upon COUNTY's premises and on its property
4 outside such premises. CONTRACTOR agrees to install, at 1221 Fulton Street, Fresno CA
5 93721 ("Premises"), a complete micro-market. There shall be no compensation paid by
6 COUNTY to CONTRACTOR in connection with this Agreement. Both parties understand and
7 agree that the revenue collected from the sale of CONTRACTOR's merchandise from
8 CONTRACTOR's equipment shall be CONTRACTOR's sole revenue as a result of this
9 Agreement. COUNTY may make requests as to the items that are sold, which CONTRACTOR
10 shall accommodate, if reasonably possible.
11
12 CONTRACTOR shall be responsible for installing and maintaining vending equipment which
13 reasonably meets COUNTY's needs. CONTRACTOR shall remain the sole owner of all such
14 equipment.
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A-1
Exhibit B
1 Vending Price for Fresno COUNTY Department of Public Health
2 Items Prices
3 12oz Soda cans (all Flavors) $1.25
4 20oz soda bottles $2.00
5 20oz water $2.00
6 Sobe/ energy drinks $3.00
7 Red Bull 12oz/Coffee Drinks $5.00
8 Gatorade/Powerade $2.25
9 Candy Bars $2.00
10 XL Candy Bars/Big Bag Candy $3.25
11 Donuts/Pastry $2.00
12 Brownie Baker $2.50
13 LSS Chips $1.50
14 XL Chips $2.25
15 All Cookies $1.50
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17 Other fresh and frozen food items range between $1.50 and $8.00 with meals at different prices
18 depending on the items.
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B-1
Exhibit C
Self-Dealing Transaction Disclosure Form
In order to conduct business with the COUNTY of Fresno ("COUNTY"), members of a
contractor's board of directors ("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 used 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.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
C-1
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: Date:
C-2
Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the COUNTY's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the COUNTY of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, as additional insureds, but only insofar as the
operations under this Agreement are concerned. Such coverage for additional insureds
will apply as primary insurance and any other insurance, or self-insurance, maintained
by the COUNTY is excess only and not contributing with insurance provided under the
Contractor's policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the COUNTY's Risk
Manager or the COUNTY Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the COUNTY of Fresno, Department of Public Health,
P.O. Box 11867, Fresno, CA 93775, Attention: Contracts Section — 61" Floor, or email,
DPHContracts@fresnoCOUNTYca.gov, certificates of insurance and endorsements for
all of the coverages required under this Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the COUNTY, its officers, agents, employees,
and volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the COUNTY, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the COUNTY of Fresno, its officers, agents, employees,
D-1
Exhibit D
and volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the
COUNTY shall be excess only and not contributing with insurance provided
under the Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the COUNTY, or ensure that the policy
requires the insurer to provide to the COUNTY, written notice of any cancellation or
change in the policy as required in this paragraph. For cancellation of the policy for
nonpayment of premium, the Contractor shall, or shall cause the insurer to, provide
written notice to the COUNTY not less than 10 days in advance of cancellation. For
cancellation of the policy for any other reason, and for any other change to the policy,
the Contractor shall, or shall cause the insurer to, provide written notice to the COUNTY
not less than 30 days in advance of cancellation or change. The COUNTY in its sole
discretion may determine that the failure of the Contractor or its insurer to timely provide
a written notice required by this paragraph is a breach of this Agreement.
(D) COUNTY's Entitlement to Greater Coverage. If the Contractor has or obtains
insurance with broader coverage, higher limits, or both, than what is required under this
Agreement, then the COUNTY requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the COUNTY's Risk Manager certificates of insurance and endorsements
for all of the coverages that have such broader coverage, higher limits, or both, as
required under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the COUNTY,
its officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) COUNTY's Remedy for Contractor's Failure to Maintain. If the Contractor fails to
keep in effect at all times any insurance coverage required under this Agreement, the
COUNTY may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The COUNTY may offset such
charges against any amounts owed by the COUNTY to the Contractor under this
Agreement.
D-2
Exhibit D
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
D-3