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HomeMy WebLinkAboutAgreement A-24-569.pdf Agreement No. 24-569 1 AGREEMENT 2 3 THIS AGREEMENT is made and entered into this 5th day of November, 2024, by and between 4 the COUNTY OF FRESNO, a Political Subdivision of the State of California ("COUNTY"), and Townsend 5 Public Affairs, Inc., a California corporation whose address is 1401 Dove Street, Suite 430, Newport Beach, 6 CA 92660, ("CONTRACTOR"). 7 WITNESSETH: 8 WHEREAS, the COUNTY has a need for Federal legislative advocacy services; and 9 WHEREAS, the COUNTY issued Request for Proposal 25-002, and selected CONTRACTOR as 10 the lowest responsible proposer; and 11 WHEREAS, the CONTRACTOR is qualified and willing to perform these services pursuant to the 12 terms of this Agreement. 13 NOW THEREFORE in consideration of the mutual covenants terms and conditions herein 14 contained, the parties hereto agree as follows: 15 1. OBLIGATIONS OF THE CONTRACTOR 16 CONTRACTOR shall coordinate services through the COUNTY's Administrative Office. 17 CONTRACTOR shall perform the services hereinafter listed and shall provide all necessary equipment and 18 personnel possessing the skills, experience, education, and competence necessary to perform the 19 following services: 20 A. CONTRACTOR shall travel to meet with COUNTY officials, executives, and staff 21 for strategizing sessions during the start of Year 1 of this Agreement. During the start of Years 2 through 22 5, CONTRACTOR shall schedule telephonic/electronic communications with COUNTY officials, 23 executives, and staff to discuss, review, and re-evaluate Federal legislative strategies and make 24 adjustments as necessary. 25 B. CONTRACTOR shall, in consultation with the COUNTY's Administrative Office, 26 prioritize legislative issues of greatest significance to the COUNTY. 27 28 1 C. CONTRACTOR shall identify and monitor Federal legislative and administrative 2 activities that may affect COUNTY, help COUNTY identify strategies, and political considerations, make 3 recommendations, and help COUNTY to implement responses. 4 D. CONTRACTOR shall assist, when requested by COUNTY, in analyzing 5 legislation/regulations to determine any impact on the COUNTY. 6 E. CONTRACTOR shall, after consultation with COUNTY, initiate appropriate 7 actions to advocate COUNTY's interests in Federal legislative and administrative actions including, but 8 not limited to, written and/or oral presentations to legislative committees, members of Congress, the 9 Executive Branch, and other officials of the federal government as directed by the COUNTY. 10 F. CONTRACTOR shall assist in the annual updating of the COUNTY Federal 11 legislative platform, proposed legislation, regulatory and/or administrative policies and rules, and training 12 of COUNTY staff in such matters while providing targeted advocacy on major issues outlined in the 13 adopted Federal Legislative Platform. 14 G. CONTRACTOR shall identify available Federal appropriations mechanisms and 15 programs that may provide funding or grants for COUNTY projects and services, assist COUNTY's 16 Administrative Office in development of appropriation requests, prepare and submit appropriation 17 applications to the COUNTY's congressional delegation, advocate appropriation requests, track 18 appropriation legislation, and monitor and expedite applications to maximize federal funding of COUNTY 19 programs. 20 H. CONTRACTOR shall advise COUNTY when participation by COUNTY's officials 21 in Federal hearings and meetings would further COUNTY's interests and shall brief, arrange, 22 coordinate, and schedule COUNTY's officials for such hearings and meetings through the COUNTY's 23 Administrative Office. 24 I. CONTRACTOR shall prepare briefing materials, conduct briefings, and arrange 25 appointments for COUNTY officials and staff when their travel to Washington, D.C. is relevant to the 26 COUNTY's priority issues. 27 28 -2- 1 J. CONTRACTOR shall facilitate formal and informal communication with Federal 2 officials on behalf of COUNTY and shall keep in contact with Federal officials in order to anticipate 3 Federal actions that may affect COUNTY. 4 K. CONTRACTOR shall maintain regular weekly communications with the 5 COUNTY's Administrative Office legislative representative, report to the COUNTY on the services 6 performed on behalf of COUNTY under this Agreement, including semi-annual written status reports on 7 the sessions' major issues, telephonic reports and/or emailed legislative alerts on urgent issues and 8 committee analysis on COUNTY related legislation, and shall, at a minimum, appear annually before the 9 Board of Supervisors of COUNTY at a regularly scheduled meeting to personally report on services 10 performed on behalf of the COUNTY during the legislative session and to receive direction for the 11 remaining or next session. 12 L. CONTRACTOR shall provide professional and technical staff support to the 13 COUNTY, including but not limited to up-to-date tracking of legislation, administrative rule-making, 14 Federal hearings, respond to COUNTY questions related to services provided under this Agreement, 15 and provide day-to-day liaison between COUNTY and the Federal government. 16 M. CONTRACTOR shall maintain a governmental affairs office in Washington, D.C. 17 including necessary support staff, equipment, and established arrangements to obtain legislative bills 18 and other publications, such as administrative rules, reports, studies, etc. 19 N. CONTRACTOR shall be registered as a federal lobbyist and meet all federal 20 reporting requirements. 21 2. TERM 22 The term of this Agreement shall be for a period of three (3) years, commencing on January 1, 23 2025, through and including December 31, 2027. This Agreement may be extended for two (2) additional 24 consecutive twelve (12) month periods upon written approval of both Parties no later than thirty(30) days 25 prior to the first day of the next twelve (12) month extension period. The County Administrative Officer or 26 his or her designee is authorized to execute such written approval on behalf of COUNTY based on 27 CONTRACTOR'S satisfactory performance. 28 3. TERMINATION -3- 1 A. Non-Allocation of Funds-The terms of this Agreement, and the services to be 2 provided hereunder, are contingent on the approval of funds by the appropriating government agency. 3 Should sufficient funds not be allocated, the services provided may be modified, or this Agreement 4 terminated, at any time by giving the CONTRACTOR thirty (30) days advance written notice. 5 B. Breach of Contract-The COUNTY may immediately suspend or terminate this 6 Agreement in whole or in part, where in the determination of the COUNTY there is: 7 1) An illegal or improper use of funds; 8 2) A failure to comply with any term of this Agreement; 9 3) A substantially incorrect or incomplete report submitted to the COUNTY; 10 4) Improperly performed service. 11 In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any breach 12 of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither shall such 13 payment impair or prejudice any remedy available to the COUNTY with respect to the breach or default. 14 The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the COUNTY of any 15 funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of the COUNTY were 16 not expended in accordance with the terms of this Agreement. The CONTRACTOR shall promptly refund 17 any such funds upon demand. 18 C. Without Cause- Under circumstances other than those set forth above, this 19 Agreement may be terminated by COUNTY by giving thirty (30) days advance written notice of an intention 20 to terminate to CONTRACTOR. 21 4. COMPENSATION/INVOICING: COUNTY agrees to pay CONTRACTOR for services 22 rendered pursuant to this Agreement. COUNTY shall pay CONTRACTOR seventy-eight thousand dollars 23 ($78,000)for Year 1 (January 1, 2025 through December 31, 2025) and Year 2 (January 1, 2026 through 24 December 31, 2026) of this Agreement. Effective January 1, 2027, COUNTY shall pay CONTRACTOR 25 eighty-four thousand dollars ($84,000)for Year 3 (January 1, 2027 through December 31, 2027), Year 4 26 (January 1, 2028 through December 31, 2028), and Year 5 (January 1, 2029 through December 31, 2029) 27 of this Agreement. CONTRACTOR agrees the above sums shall constitute full compensation for all 28 services, expenses and costs incurred in performing this Agreement. The total compensation amount for all -4- 1 possible five (5) years of the Term of this Agreement shall not exceed four hundred eight thousand dollars 2 ($408,000). 3 CONTRACTOR shall submit monthly invoices, which shall be billed at a rate of 1/12 of the yearly 4 amounts listed above to COUNTY at County of Fresno, County Administrative Office, 2281 Tulare Street, 5 Room 304, Fresno, CA 93721, oliviaortiz@fresnocountyca.gov. Payments shall be made after a minimum 6 of forty-five (45) days from the date COUNTY receives CONTRACTOR's invoice. 7 It is understood that all expenses incidental to CONTRACTOR'S performance of services under this 8 Agreement shall be borne by CONTRACTOR. 9 5. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations 10 assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that 11 CONTRACTOR, including any and all of the CONTRACTOR'S officers, agents, and employees will at all 12 times be acting and performing as an independent contractor, and shall act in an independent capacity and 13 not as an officer, agent, servant, employee,joint venturer, partner, or associate of the COUNTY. 14 Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method by which 15 CONTRACTOR shall perform its work and function. However, COUNTY shall retain the right to administer 16 this Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the 17 terms and conditions thereof. 18 CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and 19 regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. 20 Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right 21 to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable 22 and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In 23 addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating 24 to payment of CONTRACTOR'S employees, including compliance with Social Security withholding and all 25 other regulations governing such matters. It is acknowledged that during the term of this Agreement, 26 CONTRACTOR may be providing services to others unrelated to the COUNTY or to this Agreement. 27 6. MODIFICATION: Any matters of this Agreement may be modified from time to time by the 28 written consent of all the parties without, in any way, affecting the remainder. -5- 1 7. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement 2 nor their rights or duties under this Agreement without the prior written consent of the other party. 3 8. HOLD HARMLESS: CONTRACTOR agrees to indemnify, save, hold harmless, and at 4 COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any and all costs and 5 expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or 6 resulting to COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its 7 officers, agents, or employees under this Agreement, and from any and all costs and expenses (including 8 attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm, 9 or corporation who may be injured or damaged by the performance, or failure to perform, of 10 CONTRACTOR, its officers, agents, or employees under this Agreement. The provisions of this Section 8 11 shall survive termination or expiration of this Agreement. 12 9. INSURANCE 13 Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third 14 parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance 15 policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or 16 Joint Powers Agreement (JPA)throughout the term of the Agreement: 17 A. Commercial General Liabilitv 18 Commercial general liability insurance with limits of not less than Two Million Dollars 19 ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000). This policy 20 must be issued on a per occurrence basis. Coverage must include products, completed operations, 21 property damage, bodily injury, personal injury, and advertising injury. The Contractor shall obtain an 22 endorsement to this policy naming the County of Fresno, its officers, agents, employees, and volunteers, 23 individually and collectively, as additional insureds, but only insofar as the operations under this Agreement 24 are concerned. Such coverage for additional insureds will apply as primary insurance and any other 25 insurance, or self-insurance, maintained by the County is excess only and not contributing with insurance 26 provided under the Contractor's policy. 27 B. Automobile Liability 28 Automobile Liability Insurance with limits of not less than One Million Dollars -6- 1 ($1,000,000.00) per accident for bodily injury and for property damages. Coverage must include any auto 2 used in connection with this Agreement. 3 C. Worker's Compensation 4 Workers compensation insurance as required by the laws of the State of California with 5 statutory limits. 6 Additional Requirements Relating to Insurance 7 CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming 8 the County of Fresno, its officers, agents, and employees, individually and collectively, as additional 9 insured, but only insofar as the operations under this Agreement are concerned. Such coverage for 10 additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained 11 by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance 12 provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without 13 a minimum of thirty (30) days advance written notice given to COUNTY. 14 CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and 15 employees any amounts paid by the policy of worker's compensation insurance required by this 16 Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be 17 necessary to accomplish such waiver of subrogation, but CONTRACTOR's waiver of subrogation under 18 this paragraph is effective whether or not CONTRACTOR obtains such an endorsement. 19 Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement, 20 CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the 21 foregoing policies, as required herein, to the County of Fresno, (Name and Address of the official who will 22 administer this contract), stating that such insurance coverage have been obtained and are in full force; that 23 the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the 24 policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents 25 and employees, individually and collectively, as additional insured, but only insofar as the operations under 26 this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance 27 and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees, 28 shall be excess only and not contributing with insurance provided under CONTRACTOR's policies herein; -7- 1 and that this insurance shall not be cancelled or changed without a minimum of thirty(30) days advance, 2 written notice given to COUNTY. 3 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein 4 provided,the COUNTY may, in addition to other remedies it may have, suspend or terminate this 5 Agreement upon the occurrence of such event. 6 All policies shall be issued by admitted insurers licensed to do business in the State of California, 7 and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A 8 FSC VI or better. 9 10. AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during business 10 hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for examination 11 all of its records and data with respect to the matters covered by this Agreement. The CONTRACTOR 12 shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data 13 necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement. 14 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to 15 the examination and audit of the Auditor General for a period of three (3) years after final payment under 16 contract (Government Code Section 8546.7). 17 11. NOTICES: The persons and their addresses having authority to give and receive notices 18 under this Agreement include the following: 19 COUNTY CONTRACTOR COUNTY OF FRESNO Townsend Public Affairs, Inc. 20 County Administrative Office Attention: Christopher Townsend 21 Hall of Records, Room 304 1401 Dove Street, Suite 430 2281 Tulare Street Newport Beach, CA 92660 22 Fresno, CA 93721 23 All notices between the COUNTY and CONTRACTOR provided for or permitted under this 24 Agreement must be in writing and delivered either by personal service, by first-class United States mail, by 25 an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by 26 personal service is effective upon service to the recipient. A notice delivered by first-class United States 27 mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid, 28 addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one -8- 1 COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid, 2 with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by 3 telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is 4 completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the 5 next beginning of a COUNTY business day), provided that the sender maintains a machine record of the 6 completed transmission. For all claims arising out of or related to this Agreement, nothing in this section 7 establishes, waives, or modifies any claims presentation requirements or procedures provided by law, 8 including but not limited to the Government Claims Act(Division 3.6 of Title 1 of the Government Code, 9 beginning with section 810). 10 12. PUBLIC RECORDS: The County is not limited in any manner with respect to its public 11 disclosure of this Agreement or any record or data that the Contractor may provide to the County. The 12 County's public disclosure of this Agreement or any record or data that the Contractor may provide to the 13 County may include but is not limited to the following: 14 A. The County may voluntarily, or upon request by any member of the public or 15 governmental agency, disclose this Agreement to the public or such governmental agency. 16 B. The County may voluntarily, or upon request by any member of the public or 17 governmental agency, disclose to the public or such governmental agency any record or data that the 18 Contractor may provide to the County, unless such disclosure is prohibited by court order. 19 C. This Agreement, and any record or data that the Contractor may provide to the 20 County, is subject to public disclosure under the Ralph M. Brown Act (California Government Code, Title 21 5, Division 2, Part 1, Chapter 9, beginning with section 54950). 22 D. This Agreement, and any record or data that the Contractor may provide to the 23 County, is subject to public disclosure as a public record under the California Public Records Act 24 (California Government Code, Title 1, Division 10, beginning with section 7920.000) ("CPRA"). 25 E. This Agreement, and any record or data that the Contractor may provide to the 26 County, is subject to public disclosure as information concerning the conduct of the people's business of 27 the State of California under California Constitution, Article 1, section 3, subdivision (b). 28 -9- 1 F. Any marking of confidentiality or restricted access upon or otherwise made with 2 respect to any record or data that the Contractor may provide to the County shall be disregarded and 3 have no effect on the County's right or duty to disclose to the public or governmental agency any such 4 record or data. 5 13. PUBLIC RECORDS ACT REQUESTS: If the County receives a written or oral request 6 under the CPRA to publicly disclose any record that is in the Contractor's possession or control, and 7 which the County has a right, under any provision of this Agreement or applicable law, to possess or 8 control, then the County may demand, in writing, that the Contractor deliver to the County, for purposes 9 of public disclosure, the requested records that may be in the possession or control of the Contractor. 10 Within five business days after the County's demand, the Contractor shall (a) deliver to the County all of 11 the requested records that are in the Contractor's possession or control, together with a written 12 statement that the Contractor, after conducting a diligent search, has produced all requested records 13 that are in the Contractor's possession or control, or (b) provide to the County a written statement that 14 the Contractor, after conducting a diligent search, does not possess or control any of the requested 15 records. The Contractor shall cooperate with the County with respect to any County demand for such 16 records. If the Contractor wishes to assert that any specific record or data is exempt from disclosure 17 under the CPRA or other applicable law, it must deliver the record or data to the County and assert the 18 exemption by citation to specific legal authority within the written statement that it provides to the County 19 under this section. The Contractor's assertion of any exemption from disclosure is not binding on the 20 County, but the County will give at least 10 days' advance written notice to the Contractor before 21 disclosing any record subject to the Contractor's assertion of exemption from disclosure. The Contractor 22 shall indemnify the County for any court-ordered award of costs or attorney's fees under the CPRA that 23 results from the Contractor's delay, claim of exemption, failure to produce any such records, or failure to 24 cooperate with the County with respect to any County demand for any such records. 25 14. NO THIRD-PARTY BENEFICIARIES: This Agreement does not and is not intended to 26 create any rights or obligations for any person or entity except for the parties. 27 15. GOVERNING LAW: Venue for any action arising out of or related to this Agreement shall 28 only be in Fresno County, California. -10- 1 The rights and obligations of the parties and all interpretation and performance of this Agreement 2 shall be governed in all respects by the laws of the State of California. 3 16. DISCLOSURE OF SELF-DEALING TRANSACTIONS 4 This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit 5 or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes its status 6 to operate as a corporation. 7 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing transactions 8 that they are a party to while CONTRACTOR is providing goods or performing services under this 9 agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party 10 and in which one or more of its directors has a material financial interest. Members of the Board of 11 Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a 12 Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit A and incorporated herein by 13 reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or 14 immediately thereafter. 15 17. AUTHORIZED SIGNATURE: The Contractor represents and warrants to the County that: 16 A. The Contractor is duly authorized and empowered to sign and perform its 17 obligations under this Agreement. 18 B. The individual signing this Agreement on behalf of the Contractor is duly 19 authorized to do so and his or her signature on this Agreement legally binds the Contractor to the terms 20 of this Agreement. 21 18. ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by 22 electronic signature as provided in this section. 23 A. An "electronic signature" means any symbol or process intended by an individual 24 signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) 25 a faxed version of an original handwritten signature; or(3) an electronically scanned and transmitted (for 26 example by PDF document) version of an 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 for all purposes, -11- 1 including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the 2 same force and effect as the valid original handwritten signature of that person. 3 C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, 4 subdivision (b), in the Uniform Electronic Transaction Act(Civil Code, Division 3, Part 2, Title 2.5, beginning 5 with section 1633.1). 6 D. Each party using a digital signature represents that it has undertaken and satisfied 7 the requirements of Government Code section 5, subdivision (a), paragraphs (1) through (5), and agrees 8 that each other party may rely upon that representation. 9 E. This Agreement is not conditioned upon the parties conducting the transactions 10 under it by electronic means and either party may sign this Agreement with an original handwritten 11 signature. 12 19. COUNTERPARTS: This Agreement may be signed in counterparts, each of which is an 13 original, and all of which together constitute this Agreement. 14 20. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the 15 CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous 16 Agreement negotiations, proposals, commitments, writings, advertisements, publications, and 17 understanding of any nature whatsoever unless expressly included in this Agreement. In the event of 18 any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall 19 be resolved by giving precedence first to the terms of this Agreement without its exhibits, and then to the 20 terms of the exhibits. 21 22 23 // 24 // 25 // 26 // 27 // 28 // -12- 1 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year 2 first hereinabove written. 3 4 Tow n ubiic Affairs, Inc. COUNTY OF FRESNO 5 - 6 Christopher Town end) resident Nathan Magsig, Chairman of the Board of 7 1401 Dove Street, Suife 430 Supervisors of the County of Fresno 8 Newport Beach, CA 92660 9 10 ATTEST: Bernice E. Seidel 11 Clerk of the Board of Supervisors County of Fresno, State of California 12 13 14 15 By: 16 Deputy 17 18 19 20 21 22 FOR ACCOUNTING USE ONLY: 23 Fund No.: 0001 24 ORG No.: 2540 25 Account No.: 7295 Subclass No.: 10000 26 27 28 -13- Exhibit A 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). A-1 Exhibit A (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: A-2