HomeMy WebLinkAboutAgreement A-19-240 with Hawkins Delafield & Wood, LLP.pdf1
2
3
4
5
6
Agreement No . 19-240
FY 2019-2 0 BOND COUNS EL SPECIAL PROJ ECT S
AGREEMENT FOR SPECIALIZED LEGAL SERVICES
(BOND COUNSEL SERVICES FOR SPECIAL PROJECTS -FISCAL YEAR 2019-20)
THIS AGREEMENT ("Agreement") is made and entered into this __ 4-'-"th'-'----day of
_J~u~n=e ___ , 2019, by and between the COUNTY OF FRESNO, a political subdivision of the
State of California ("COUNTY"), and the law firm of Hawkins Delafield & Wood, LLP
7 ("ATTORNEY").
8 W I T N E S S E T H:
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
WHEREAS, COUNTY may, from time to time, have the need to seek the advice of bond
counsel for special projects in connection with municipal finance issues; and
WHEREAS, COUNTY wishes to engage the specialized legal services of bond counsel
who is expert in legal matters concerning such issues; and
WHEREAS, ATTORNEY represents that it is specially trained and experienced, and that
it possesses such expertise; and
WHEREAS , such specialized legal services are either not available or expected not to be
available in COUNTY's Office of the County Counsel.
NOW, THEREFORE, in consideration of the mutual covenants , terms, and conditions
herein described, the parties hereto agree as follows:
l. Engagement of Attorney: COUNTY hereby engages ATTORNEY as an
independent contractor through the services of the following key person(s): Arto C . Becker, Esq.,
Russell A. Miller, Esq ., Brian Organ , Esq., and Diane K. Quan , Esq., partners of ATTORNEY ;
and such other partners of, and associate lawyers and staff members employed by , ATTORNEY
as ATTORNEY deems necessary , and which COUNTY's County Counsel ("County Counsel"),
or his or her designee , approves pursuant to section 3 of this Agreement, except that the foregoing
key persons may , from time to time , consult with such of ATTORNEY's other lawyers on a
"limited basis" (as defined below) as ATTORNEY reasonably deems prudent and necessary
under the circumstances. It is understood that ATTORNEY may not replace any of the
FY 2019-20 BOND COUNSEL SPECIAL PROJECTS
2
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
aforementioned key persons named above without the prior, express, written approval of County
Counsel, or his or her designee. In case of death, illness or other incapacity, or departure of any
of the foregoing key persons, ATTORNEY shall provide a replacement of at least equal
professional ability and experience as the key person replaced.
A. Scope of Work: From time to time, County Counsel, or his or her
designee, may request ATTORNEY to perform specialized legal services in connection with
various municipal financing matters, each which is a “project,” or all of which also may be
referred to collectively as “projects.” Such projects also may cover bond counsel services to
COUNTY arising due to requests from outside agencies. Upon County Counsel’s, or his or her
designee’s, written request to perform such services, and ATTORNEY’s written
acknowledgment that ATTORNEY will provide such services, ATTORNEY shall perform such
services pursuant to the terms and conditions of this Agreement. Notwithstanding the foregoing
provisions of this subsection 1.A., in the event of exigent circumstances, County Counsel may
make such request orally, and County Counsel and ATTORNEY shall within a reasonable time
thereafter document such request for services and acknowledgment thereof.
B. Authorization to Proceed With Work: For each project, ATTORNEY
shall commence performance of services upon receiving authorization to proceed with work
from the County Counsel, or his or her designee.
2. Performance by Attorney: ATTORNEY agrees to timely perform all services
provided under this Agreement. ATTORNEY agrees to avoid unnecessary duplicative efforts on
the part of ATTORNEY and ATTORNEY’s partners, associate lawyers, and staff members in
ATTORNEY’s performance of services for COUNTY under this Agreement.
COUNTY shall not be obligated to compensate ATTORNEY for intra-office conferences
between or among ATTORNEY’s partners, associate lawyers, and staff members, unless such
intra-office conferences promote efficiency in the performance of ATTORNEY’s work on a
matter, or a reduction in the cost of compensation paid or reimbursement made for related,
reasonable and necessary, out-of-pocket expenses to ATTORNEY, or both.
FY 2019-20 BOND COUNSEL SPECIAL PROJECTS
3
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
In the performance of the tasks identified in section 1 under this Agreement,
ATTORNEY shall provide only those services which are necessary to carry out such tasks in an
efficient and effective manner.
ATTORNEY shall provide lawyers who possess the following qualities and skills:
A. the lawyer possesses a high level of professional ethics and personal
integrity, and exercises good judgment;
B. the lawyer has experience and expertise in the particular municipal
finance matter for which he or she is providing services;
C. the lawyer has exceptional technical legal skills;
D. the lawyer vigorously represents COUNTY so that COUNTY’s
best interests are served;
E. the lawyer efficiently and timely completes assigned tasks;
F. the lawyer is reasonably available when County Counsel, or his or her
designee, needs to consult with the lawyer on short notice;
G. the lawyer anticipates potential problems and advises County Counsel
regarding same;
H. the lawyer explains complex municipal finance concepts to County
Counsel, or his or her designee, so that County Counsel, or his or her designee, has a clear and
complete understanding of the relevant issues and facts of a matter; and
I. the lawyer cooperates with County Counsel, or his or her designee, and
other members of the financing team, including amicably resolving disputes, if any, among
financing team members to the satisfaction of County Counsel, or his or her designee.
3. Compensation of ATTORNEY: COUNTY shall be obligated to compensate
ATTORNEY pursuant to the terms and conditions of this Agreement only for the performance
of those tasks, to the reasonable satisfaction of COUNTY, which are related to the subject matter
of this Agreement. It is understood that COUNTY shall not be obligated to compensate
ATTORNEY for any work, services, or functions performed by ATTORNEY: (i) in seeking to
FY 2019-20 BOND COUNSEL SPECIAL PROJECTS
4
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
obtain COUNTY’s business or negotiating with COUNTY to enter into this Agreement or (ii)
in providing COUNTY with documentation, explanations, or justifications concerning the
adequacy or accuracy of its invoices for the performance of services under this Agreement and
resolving same to the reasonable satisfaction of COUNTY.
COUNTY agrees to pay and ATTORNEY agrees to accept as full compensation for
performance of tasks under this Agreement the following sum per hour per person:
Partners:
Arto C. Becker, Esq. $550
Russell A. Miller, Esq. $550
Diane K. Quan, Esq. $520
Brian Organ, Esq. $400
Associates: $315
The foregoing lawyers may, from time to time, consult with such of ATTORNEY’s other
lawyers on a “limited basis” as ATTORNEY reasonably deems prudent and necessary under the
circumstances, and ATTORNEY may also, upon the written approval of County Counsel, or his
or her designee, provide additional partners of, or associate lawyers employed by its firm to
perform significant services under this Agreement, provided that such additional persons who
are consulted or who provide significant services are compensated by COUNTY for performance
of tasks under this Agreement at a rate not to exceed each such person’s customary billing rate
per hour for local governmental entities. Notwithstanding anything stated to the contrary in this
section, the term “limited basis” means fifteen (15) hours or less worked by ATTORNEY’s
lawyers, collectively, other than the lawyers identified above, per month or fraction thereof.
County Counsel, or his or her designee, on behalf of COUNTY, and ATTORNEY, may
agree to a fixed rate of compensation, and related, reasonable and necessary out-of-pocket
expenses, payable to ATTORNEY for ATTORNEY’s performance of any arbitrage rebate and
yield restriction compliance services pursuant to the terms and conditions of this Agreement.
In addition, ATTORNEY shall be reimbursed for reasonable, and necessary out-of-
FY 2019-20 BOND COUNSEL SPECIAL PROJECTS
5
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
pocket expenses, as follows: telephone charges, telephonic facsimile transmission charges,
computer research charges, filing fees, courier charges, postage charges, printing and
photographic reproduction expenses, in-State travel, and all such directly-related expenses.
It is understood that ATTORNEY shall not be reimbursed for its secretarial or clerical
services (including overtime hours worked), or normal office operating expenses, with the
exception of those charges and expenses stated in the immediately preceding paragraph of this
Agreement. In addition, ATTORNEY shall not be reimbursed for such services performed or
expenses incurred, regardless of whether such tasks are performed or expenses are incurred by
ATTORNEY’s partners, associate lawyers, or anyone else. Under no circumstances shall
COUNTY compensate ATTORNEY for secretarial or clerical work performed by paralegals.
Furthermore, COUNTY shall not compensate ATTORNEY for work performed by paralegals
where such work ordinarily is performed by licensed attorneys, including legal research and legal
document drafting.
4. Payment and Record-keeping: Subject to section 3 of this Agreement, payment
of compensation for the services provided under this Agreement and reimbursement for related,
reasonable and necessary out-of-pocket expenses incurred shall be made by COUNTY after
submission of an itemized invoice by ATTORNEY to the County Counsel, which invoice may
be submitted in the month following the month in which such services were rendered or expenses
incurred, or from time to time as such invoice is requested by County Counsel or his or her
designee. All payments of compensation and reimbursement for related, reasonable and
necessary out-of-pocket expenses incurred shall be made by COUNTY no later than forty-five
(45) days following the date that COUNTY receives a properly completed invoice requesting
the payment for such services rendered and expenses incurred.
All such invoices shall reflect accurately the tasks performed by ATTORNEY under this
Agreement. In addition, all such invoices shall have sufficient detail as may be required by
COUNTY’s Auditor-Controller/Treasurer-Tax Collector, including, but not limited to:
A. The specific nature of each task performed as services under this
FY 2019-20 BOND COUNSEL SPECIAL PROJECTS
6
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
Agreement;
B. The name of the person performing each such task;
C. The number of hours worked by each such person for each such task;
D. The hourly rate per each such person performing each such task; and
E. The related, reasonable and necessary, out-of-pocket expenses incurred,
as provided for in section 3 of this Agreement.
In addition to the requirements of this section 4 of this Agreement, each invoice shall set
forth a summary of hours worked by each partner and associate lawyer, and paralegal for the
applicable billing period. Furthermore, each such invoice shall set forth the product of such
summary of hours worked by each person multiplied by such person’s billing rate, as set forth
herein (e.g., Mr. Becker’s’s total hours worked = 10 hours; Mr. Becker’s hourly billing rate is
$550; 10 hours x Mr. Becker’s billing rate of $550 per hour = $5,500).
In preparing invoices, ATTORNEY shall segregate each task performed on a daily basis.
If requested by County Counsel, or his or her designee, ATTORNEY shall segregate work
performed and related, reasonable and necessary, out-of-pocket expenses incurred on the basis
of each project. ATTORNEY shall not combine unrelated tasks as a single entry in lieu of setting
forth the hours of work performed by a partner, associate lawyer, or paralegal on each specific
task.
ATTORNEY shall prepare its invoices in an organized manner that facilitates an efficient
review of the services performed and the expenses incurred in order to provide COUNTY with
a clear and complete understanding of how much time was devoted to specific tasks and projects,
and the associated cost.
ATTORNEY shall keep complete records of the services provided, as described in this
section 4 of this Agreement, together with all related reasonable and necessary, out-of-pocket
expenses applicable to the work provided under this Agreement. COUNTY’s Auditor-
Controller/Treasurer-Tax Collector, or his or her duly authorized representatives, shall be given
reasonable access to all of these records for the purposes of audit of this Agreement.
FY 2019-20 BOND COUNSEL SPECIAL PROJECTS
7
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
In addition, ATTORNEY shall be subject to the examination and audit of such records
by the Auditor General for a period of three (3) years after final payment under this Agreement
(Gov. Code, § 8546.7).
5. Term of Agreement: This Agreement shall be effective as of July 1, 2019. At any
time during the period of July 1, 2019, through and including June 30, 2020, the County Counsel,
or his or her designee, may authorize ATTORNEY to perform any work under section 1 of this
Agreement, and ATTORNEY’s performance of such work may occur during such period, or
may occur any time after June 30, 2020.
Either party may terminate this Agreement at any time, either in whole or in part.
However, if ATTORNEY elects to terminate this Agreement, COUNTY’s rights under any
pending matter which may arise from ATTORNEY’s services hereunder shall not be prejudiced
due to such termination as required by the Rules of Professional Conduct of the State Bar of
California. Subject to section 3 of this Agreement, ATTORNEY shall be paid for all services
performed to the date of termination of this Agreement, which are done to the reasonable
satisfaction of COUNTY.
6. Independent Contractor: In performance of the work, duties and obligations
assumed by ATTORNEY under this Agreement, it is mutually understood and agreed that
ATTORNEY, including any and all of ATTORNEY’s officers, agents, and employees will at all
times be acting and performing as an independent contractor, and shall act in an independent
capacity and not as an officer, agent, servant, employee, joint venturer, partner, or associate of
COUNTY. Furthermore, COUNTY shall have no right to control or supervise or direct the
manner or method by which ATTORNEY shall perform its obligations under this Agreement.
However, COUNTY shall retain the right to administer this Agreement so as to verify that
ATTORNEY is performing its obligations in accordance with the terms and conditions hereof.
ATTORNEY and COUNTY shall comply with all applicable provisions of law and the rules and
regulations, if any, of governmental authorities having jurisdiction over matters of the subject
hereof.
FY 2019-20 BOND COUNSEL SPECIAL PROJECTS
8
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
Because of its status as an independent contractor, ATTORNEY shall have absolutely no
right to employment rights and benefits available to COUNTY employees. ATTORNEY shall
be solely liable and responsible for providing to, or on behalf of, its employees all legally-
required employee benefits. In addition, ATTORNEY shall be solely responsible and save
COUNTY harmless from all matters related to payment of ATTORNEY’s employees, including
compliance with social security, withholding, and all other regulations governing such matters.
It is acknowledged that during the term of this Agreement, ATTORNEY may be providing
services to others unrelated to COUNTY or to this Agreement.
7. Hold Harmless: ATTORNEY shall hold COUNTY, its officers, agents, and
employees harmless and indemnify and defend COUNTY, its officers, agents, and employees
against payment of any and all costs and expenses (including attorney’s fees and court cost),
claims, suits, losses, damages, and liability arising from or arising out of any actual or alleged
negligent or wrongful acts or omissions of ATTORNEY, including its partners, officers, agents,
and employees, in performing or failing to perform the services provided herein. COUNTY’s
receipt of any insurance certificates required herein does not in any way relieve the ATTORNEY
from its obligations under this section 7 of this Agreement.
The provisions of this section 7 shall survive the termination of this Agreement.
8. Insurance: Without limiting COUNTY’s rights under section 7 of this
Agreement, or against any third parties, ATTORNEY, at its sole expense, shall maintain in full
force and effect the following insurance policies throughout the entire term of this Agreement:
A. A policy of professional liability insurance with limits of coverage of not
less than Ten Million and No/100 Dollars ($10,000,000.00) per covered event;
B. A policy of comprehensive general liability insurance with limits of
coverage of not less than One Million and No/100 Dollars ($1,000,000.00) per occurrence. The
policy of comprehensive general liability shall be written on a per occurrence basis. (Such
insurance shall include automobile insurance coverage, provided however, if ATTORNEY
maintains comprehensive general liability insurance that does not cover a loss in connection with
FY 2019-20 BOND COUNSEL SPECIAL PROJECTS
9
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
an automobile, ATTORNEY shall also obtain and maintain automobile liability insurance
coverage with limits of coverage of not less than One Hundred Thousand and No/100 Dollars
($100,000.00) per person and Three Hundred Thousand and No/100 Dollars ($300,000.00) per
occurrence and shall be written to cover all vehicles or owned and non-owned vehicles); and
C. A policy of workers compensation insurance as is required by the
California Labor Code, providing full statutory coverage.
All such insurance policies shall be issued by insurers who have at least have an A.M.
Best rating of A, FSC, VII (except for the Professional Liability Insurance policy, which shall
be issued by an insurer who has at least a Standard & Poor’s and Fitch’s rating of AA- because
the specialized carrier is fulfilling a need in a specialty market) and shall be acceptable to
COUNTY’s Department of Human Resources, Risk Management Division. In addition, the
comprehensive general liability insurance policy (and, the automobile liability insurance policy,
if such policy is at any time maintained separately from the comprehensive general liability
insurance policy) shall name COUNTY, its officers, agents, and employees, individually and
collectively, as additional insureds, but only insofar as the operations under this Agreement are
concerned. Such coverage for additional insureds 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 such insurance provided under ATTORNEY’s policies
herein. This insurance shall not be canceled, reduced, or changed without a minimum of thirty
(30) calendar days advance, written notice given to County Counsel (at the address for notices
to County Counsel provided herein) and to COUNTY’s Department of Human Resources, Risk
Management Division, at the following address:
Department of Human Resources Risk Management Division COUNTY OF FRESNO 2220 Tulare Street, 16th Floor Fresno, CA 93721
ATTORNEY shall provide to County Counsel a certificate of insurance for all the
foregoing policies and an endorsement to ATTORNEY’s comprehensive general liability
FY 2019-20 BOND COUNSEL SPECIAL PROJECTS
10
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
insurance policy (and, to ATTORNEY’s automobile liability insurance policy, if such policy is
at any time maintained separately from the comprehensive general liability insurance policy)
naming COUNTY as an additional insured, as stated above, which are acceptable to COUNTY’s
Department of Human Resources, Risk Management Division, evidencing proof of such
insurance coverages required herein prior to performing any services under this Agreement.
In addition to its obligations set forth above, ATTORNEY agrees that it shall maintain,
at its sole expense, in full force and effect for a period of three (3) years following the termination
of this Agreement a policy of professional liability insurance with limits of coverage of not less
than Ten Million and No/100 Dollars ($10,000,000.00) per covered event; provided, however,
in the event that ATTORNEY does not maintain such policy of insurance for such entire three
(3) year period, ATTORNEY shall maintain, at its sole expense, in full force and effect extended
claims reporting coverage insurance in lieu thereof in the amount of not less than Ten Million
and No/100 Dollars ($10,000,000.00).
If either the professional liability or comprehensive general liability insurance policies
(or, the automobile liability insurance policy, if such policy is at any time maintained separately
from the comprehensive general liability insurance policy) required to be maintained pursuant
to this section 8 of this Agreement, or both (or all of them, as the case may be), have a self-
insured retention, such self-insured retentions shall be funded by ATTORNEY and approved by
COUNTY’s Department of Human Resources, Risk Management Division.
The provisions of this section 8 shall survive the termination of this Agreement.
9. Agreement is Binding Upon Successors: This Agreement shall be binding upon
COUNTY and ATTORNEY and their respective successors, executors, administrators, legal
representatives, and assigns with respect to all the covenants and conditions set forth herein.
10. Assignment and Subcontracting: Notwithstanding anything stated to the contrary
in section 9 of this Agreement, neither party hereto shall assign, transfer, or sub-contract this
Agreement nor its rights or duties hereunder without the written consent of the other.
11. Amendments: This Agreement may only be amended in writing signed by the
FY 2019-20 BOND COUNSEL SPECIAL PROJECTS
11
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
parties hereto.
12. Conflict of Interest: ATTORNEY promises, covenants, and warrants that, after
having performed a reasonable investigation, the performance of its services and representation
to COUNTY under this Agreement do not result in a “conflict of interest” as that term is used in
the Rules of Professional Conduct of the State Bar of California. In the event a “conflict of
interest” occurs, ATTORNEY will request COUNTY’s Board of Supervisors to waive such
“conflict of interest” on a case-by-case basis.
13. Further Assurances by ATTORNEY: ATTORNEY represents that it has read and
is familiar with Government Code §§ 1090 et seq. and §§ 87100 et seq. ATTORNEY promises,
covenants, and warrants that, after having performed a reasonable investigation, the performance
of its services under this Agreement shall not result in or cause a violation by it of Government
Code §§ 1090 et seq. and §§ 87100 et seq.
14. Compliance With Laws: ATTORNEY shall comply with all federal, state, and
local laws and regulations applicable to the performance of its obligations under this Agreement.
15. Notices: The persons and their addresses having authority to give and receive
notices under this Agreement include the following:
COUNTY ATTORNEY
County Counsel Arto C. Becker COUNTY OF FRESNO Hawkins Delafield & Wood, LLP 2220 Tulare Street, 3333 South Grand Avenue 5th Floor Suite 3650 Fresno, CA 93721 Los Angeles, CA 90071
Any and all notices between COUNTY and ATTORNEY provided for or permitted
under this Agreement must be in writing and delivered either by personal service, by first-class
United States mail, or by an overnight commercial courier service. A notice delivered by
personal service is effective upon service to the recipient. A notice delivered by first-class
United States mail is effective three (3) COUNTY business days after deposit in the United
States mail, postage prepaid, addressed to the recipient. A notice delivered by an overnight
commercial courier service is effective one (1) COUNTY business day after deposit with the
FY 2019-20 BOND COUNSEL SPECIAL PROJECTS
12
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
overnight commercial courier service, delivery fees prepaid, with delivery instructions given
for next day delivery, addressed to the recipient. For all claims arising out of or related to this
Agreement, nothing in this section establishes, waives, or modifies any claims presentation
requirements or procedures provided by law, including but not limited to the Government
Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810).
16. Venue and Governing Law: The parties agree that, for purposes of venue,
performance under this Agreement is to be in Fresno County, California. The rights and
obligations of the parties and all interpretations and performance of this Agreement shall be
governed in all respects by the laws of the State of California.
17. Disclosure of Self-Dealing Transactions: This provision is only applicable if
ATTORNEY is operating as a corporation (a for-profit or non-profit corporation) or if during
the term of this Agreement, ATTORNEY changes its status to operate as a corporation.
Members of ATTORNEY’s Board of Directors shall disclose any self-dealing
transactions that they are a party to while ATTORNEY is providing goods or performing
services under this Agreement. A self-dealing transaction shall mean a transaction to which the
ATTORNEY 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 Disclosure Form (Exhibit A) and
submitting it to COUNTY prior to commencing with the self-dealing transaction or immediately
thereafter.
18. Entire Agreement: This Agreement constitutes the entire agreement between
COUNTY and ATTORNEY with respect to the specialized legal services to be provided herein
and supersedes any previous agreement concerning the subject matter hereof, negotiations,
proposals, commitments, writings, or understandings of any nature whatsoever unless expressly
included in this Agreement.
If any part of this Agreement is found to violate any law or is found to be otherwise
legally defective, ATTORNEY and COUNTY shall use their best efforts to replace that part of
FY 2019-20 BOND COUNSEL SPECIAL PROJECTS
13
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
this Agreement with legal terms and conditions most readily approximating the original intent
of the parties.
19. Counterparts: This Agreement may be executed in one or more counterparts, each
of which when executed shall be deemed to be an original, and such counterparts shall together
constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
FY 201 9-20 BOND COUNS EL S PEC IA L PROJ ECTS
1 IN WITN E S S WH E REOF , the parties hereto have caused this Agre ement to be
2 executed as of the day and year first above written.
3 HAWKINS DELAF IEL D & WOOD, LLP
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
By Mc.~
Arto C. Becker
Partner
ORG :
FUND :
ACCOUNT:
0710
0001
7295
SUBCLASS: I 0000
Spec ial Proj ects Agre ement FY ~
~/"f -U
COUNTY OF FRESNO
Nathan Magsig, Chairman of the
Board of Supervisors of the
County of Fresno
ATTEST :
BERNICE E. SEIDEL
Clerk of the Board of Supervi sors
County of Fresno , State of California
~' .\ 0/2 By S.1AAAe-A-QJ~-r-
Deputy
i,,.;
\{'
14
FY 2018–19 BOND COUNSEL SPECIAL PROJECTS
A-1
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 utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member’s name, job title (if applicable), and date this disclosure is being made.
(2) Enter the board member’s company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation’s transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
FY 2018–19 BOND COUNSEL SPECIAL PROJECTS
A-2
(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: