HomeMy WebLinkAboutAgreement A-19-382 with Pistoresi Ambulance for Dispatch Services.pdf1
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hereto agree as follows:
1.SERVICES
A.Subject to PISTORESI timely paying COUNTY for EMS dispatching Services
(defined in Section 4 herein):
(1)COUNTY shall be responsible for the dispatching equipment, hardware,
software (including software licenses), and other technologies, which will be utilized for the triage and
entry of information for PISTORESl's EMS dispatch services in COUNTY's EMS Communications
Center computer aided dispatch ("CAD") system, in connection with COUNTY's performance of its
EMS dispatch services for PISTORESI under this Agreement. In the event that PISTORESI requests
additional technologies, not currently available in COUNTY's EMS Communications Center,
PISTORESI shall be solely responsible for all costs to purchase and maintain said technology and/or
equipment; and
(2)COUNTY shall be responsible for selection, configuration, installation,
14 and maintenance of all dispatching equipment, hardware, software and other technologies associated
15 with this Agreement. All dispatching equipment, hardware, software (including software licenses),
16 and other technologies purchased and/or obtained through this Agreement shall be the sole property
1 7 of COUNTY; and
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(3)
PISTORESI as follows:
COUNTY shall provide EMS dispatch services requiring responses by
(a)COUNTY's EMS Communication Center shall provide all EMS
21 dispatch services in accordance with PISTORESl's policies and procedures affecting PISTORESI
2 2 under this Agreement (to the extent that they do not conflict with EMS Agency policy and
2 3 procedures). PISTORESl's policies and procedures shall be subject to review by COUNTY's EMS
2 4 Director, or his or her designee (the "COUNTY's Representative"), as provided in Section 1.C.(2)
25 herein.
(b)COUNTY's EMS Communication Center shall dispatch26
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PISTORESI ambulances through radio and electronic communications, and in accordance with
PISTORESI and EMS Agency policies and procedures. PISTORESI shall work collaboratively with
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Fresno, CA
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COUNTY on policies and procedures that are consistent with other agencies that are being
dispatched in COUNTY's EMS Communications Center.
(c)COUNTY's EMS Communications Center shall provide pre-
arrival instructions to callers requesting EMS dispatch services.
(d)COUNTY's EMS Communications Center shall provide inter-
agency coordination regarding requests for EMS and first responder services, mutual aid and auto
aid services, and order specialized EMS related equipment from PISTORESI or other agencies (e.g.,
supervisor, rescue team, or "jaws of life") which may be needed to manage an incident, and perform
other related duties.
(e)COUNTY's EMS Communications Center shall track all activity of
PISTORESl's ambulances and supervisor vehicles utilizing the COUNTY's EMS Communications
Center CAD system.
(f)COUNTY shall record all telephone and radio transmissions and
provide instant playback as needed. COUNTY shall retain recordings for a minimum of one-hundred
eighty (180) days.
(g)COUNTY shall provide reports to PISTORESI as requested.
COUNTY must be given sufficient time to develop custom adhoc reports or reports that are not
already developed.
(h)COUNTY shall provide one (1) radio operator for dispatching of
2 O Pl STORES l's ambulances and equipment twenty-four (24) hours a day, seven (7) days a week.
21 PISTORESI understands that the radio operator is not dedicated for the sole purpose of PISTORESI
2 2 and that the radio operator may be dispatching other fire and EMS providers. COUNTY shall provide
2 3 that dispatch staff shall be trained in emergency medical dispatch.
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(i)COUNTY shall provide that a minimum of one (1) dispatch
supervisor shall be on duty at COUNTY's EMS Communications Center twenty-four (24) hours a day,
seven (7) days a week. The supervisor shall be available to PISTORESl's administration as needed.
(j)COUNTY shall maintain an up-to-date manual of PISTORESl's
policies and procedures for all dispatch staff, and shall provide for training and continuing education
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Fresno, CA
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of dispatch staff as needed.
(k)The goal for the immediate dispatch of an ambulance, in
accordance with COUNTY's dispatch protocols, and excluding multiple unit responses, reassigned
responses and other situations beyond the COUNTY's EMS Communications Center control, shall be
sixty (60) seconds. The dispatch time will be measured from the time the telephone is answered by the
call taker to the time the first ambulance is alerted to the incident either by radio, telephone, pager or
station alerting device. A review shall occur for all cases in which dispatches are over ninety (90)
seconds, and results will be evaluated for improvement opportunities by the EMS Dispatch Continuous
Quality Improvement (COi) Committee.
It is understood that because of the dynamic nature of emergency
services, there are situations when the sixty (60) second dispatch goal may not be achieved. Examples
of these situations include, but are not limited to:
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Calls not received through the 9-1-1 telephone system.
Calls that do not immediately gee-verify in the CAD.
Calls in which the public safety answering points dispatcher
does not immediately transfer the calling party.
Calls in which the reporting party is either unable or unwilling
to immediately provide all required information as part of the
call taking process (i.e., non-English speaking, hysterical, or
uncooperative).
It is understood by the parties hereto that COUNTY's provision of EMS dispatch
services herein does not include any COUNTY provision of ambulance services, and that COUNTY is
providing EMS dispatch services herein to PISTORESI on a non-exclusive basis.
C.PISTORESI shall perform the following functions:
( 1)PISTORESI shall provide ambulance services for all incidents
dispatched by COUNTY's EMS Communications Center that require the response of an ambulance.
(2)PISTORESI shall consult with COUNTY's Representative in developing
PISTORESI policies and procedures as it relates to EMS dispatching. PISTORESI shall not approve
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Fresno, CA
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PISTORESI policies and procedures relating to dispatch until first having conferred with COUNTY's
Representative and such representative agrees that such policies and procedures are not
inconsistent with the COUNTY's EMS Communication Center's Policies and Procedures, and that
PISTORESl's policies and procedures do not create additional workload for staff or impact other
programs in the COUNTY's EMS Communications Center.
(3)PISTORESI shall provide continuing education and training to
COUNTY's EMS Communications Center radio operators and staff regarding the dispatching and
management of PISTORESI resources, as needed.
(4)PISTORESI shall assure that all calls to PISTORESI for ambulance
service are immediately transferred to COUNTY's EMS Communications Center.
(5)PISTORESI agrees to participate in an internal quality improvement
program, which includes the participation of COUNTY and PROVIDER.
(6)PISTORESI shall be responsible for the provision and maintenance of all
radio and computer equipment in PISTORESI ambulances and vehicles.
2.TERM
A.The term of this Agreement shall be for a period of one ( 1) year, commencing on
1 7 July 1, 2019 through June 30, 2020.
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B.Upon the termination of this Agreement, COUNTY shall promptly provide
PISTORESI with the data generated through the EMS dispatch services provided herein in a
commonly usable electronic format.
3.TERMINATION
A.Non-Allocation of Funds -The terms of this Agreement, and the services to be
provided hereunder, are contingent on the approval of funds by the appropriating governmental
agency, provided however, should sufficient funds not be allocated, (i) the services provided may be
modified at any time upon the parties' mutual written agreement, or (ii) this Agreement may be
terminated at any time by PISTORESI giving at least ninety (30) days' advance written notice of an
intention to terminate to the other party.
B.Without Cause -Under circumstances other than those set forth above, this
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Fresno,CA
1 Agreement may be terminated by PISTORESI or COUNTY upon the giving of at least ninety (90)
2 days' advance written notice of an intention to terminate to the other party.
3 C.Material Breach -Either party may terminate this Agreement at any time for
4 cause for the other party's material breach of its obligations herein if not less than thirty (30) days'
5 advance, written notice has been given to the other party and such breach remains uncured within
6 that thirty (30) day period. The party receiving such notice may respond to said notice and any
7 charges contained therein within that thirty (30) day period.
8 D.PISTORESI shall compensate or provide funding to COUNTY for any services
9 performed or costs incurred under this Agreement prior to any termination of this Agreement.
4.COMPENSATION FOR SERVICES10
11 A.For COUNTY's performance of EMS dispatch services herein, PISTORESI
12 agrees to pay COUNTY and COUNTY agrees to receive compensation pursuant to Exhibit A,
13 attached hereto and incorporated herein by this reference. In no event shall compensation for
14 COUNTY's performance of EMS dispatch services under this Agreement be in excess of the amounts
15 listed as follows:
16 (1)For the period of July 1, 2019 through June 30, 2020, the amount of this
1 7 Agreement shall not exceed Three Hundred Five Thousand One Hundred Eighty-Two and 00/100
18 Dollars ($305,184.00).
19 B.PISTORESI shall pay COUNTY no late than the fifteenth (15th) day of the month
2 o in which payment is required pursuant to Schedule A, without the necessity of COUNTY submitting
21 invoices to PISTORESI. All payments shall be remitted to COUNTY at the following address:
22 Department of Public Health -Emergency Medical Services Division, P.O. Box 11867, Fresno, CA
23 93775.
24 5.INVOICING
2 5 COUNTY shall invoice PISTORESI monthly, addressed to Pistoresi Ambulance
26 Service, 113 North R Street, Madera, California 93637.
6.INDEPENDENT CONTRACTOR27
28 In performance of the work, duties, and obligations assumed by COUNTY under this
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Fresno, CA
1 Agreement, it is mutually understood and agreed that COUNTY, including any and all of COUNTY's
2 officers, agents, and employees will at all times be acting and performing as an independent
3 contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,
4 joint venture, partner, or associate of PISTORESI. Furthermore, PISTORESI shall have no right to
5 control or supervise or direct the manner or method by which COUNTY shall perform its work and
6 function, except for COUNTY's compliance with PISTORESI policies and procedures, herein.
7 However, PISTORESI shall retain the right to administer this Agreement so as to verify that COUNTY
8 is performing its obligations in accordance with the terms and conditions thereof. COUNTY and
9 PISTORESI shall comply with all applicable provisions of law and the rules and regulations, if any, of
1 o governmental authorities having jurisdiction over matters which are directly or indirectly the subject of
11 this Agreement.
12 Because of its status as an independent contractor, COUNTY shall have absolutely no
13 right to employment rights and benefits available to PISTORESI employees. COUNTY shall be solely
14 liable and responsible for providing to, or on behalf of, its employees all legally-required employee
15 benefits. In addition, COUNTY shall be solely responsible and save PISTORESI harmless from all
16 matters relating to payment of COUNTY's employees, including compliance with Social Security,
1 7 withholding, and all other regulations governing such matters. It is acknowledged that during the term
18 of this Agreement, COUNTY may be providing services to others unrelated to PISTORESI or to this
19 Agreement.
2 o In performance of the work, duties and obligations assumed by PISTORESI under this
21 Agreement, it is mutually understood and agreed that PISTORESI, including any and all of the
2 2 PISTORESl'S officers, agents, and employees will at all times be acting and performing as an
2 3 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
2 4 employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no
2 5 right to control or supervise or direct the manner or method by which PISTORESI shall perform its work
2 6 and function. However, COUNTY shall retain the right to administer this Agreement so as to verify that
2 7 PISTORESI is performing its obligations in accordance with the terms and conditions thereof.
2 8 Because of its status as an independent contractor, PISTORESI shall have absolutely no
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right to employment rights and benefits available to COUNTY employees. PISTORESI shall be solely
liable and responsible for providing to, or on behalf of, its employees all legally-required employee
benefits. In addition, PISTORESI shall be solely responsible and save COUNTY harmless from all
matters relating to payment of PISTORESI '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, PISTORESI may be providing services to others unrelated to the COUNTY or to
this Agreement.
7.MODIFICATION
Any matters of this Agreement may be modified from time to time by the written consent
of all the parties hereto without, in any way, affecting the remainder.
8.HOLD-HARMLESS
A.PISTORESI agrees to indemnify, save, hold harmless, and at COUNTY's
13 request, defend COUNTY, including its officers, agents, and employees, from any and all costs and
14 expenses (including attorneys' fees and costs), damages, liabilities, claims, and losses occurring or
15 resulting to COUNTY in connection with the performance, or failure to perform, by PISTORESI,
16 including its officers, agents, or employees under this Agreement, and from any and all costs and
1 7 expenses (including attorneys' fees and costs), damages, liabilities, claims, and losses occurring or
18 resulting to any person, firm, or corporation who may be injured or damaged by the performance, or
19 failure to perform, of PISTORESI, including its officers, agents, or employees under this Agreement.
20 B.COUNTY agrees to indemnify, save, hold harmless, and at PISTORESl's
21 request, defend PISTORESI, including its officers, agents, and employees from any and all costs and
22 expenses (including attorneys' fees and costs), damages, liabilities, claims, and losses occurring or
2 3 resulting to PISTORESI in connection with the performance, or failure to perform, by COUNTY,
2 4 including its officers, agents, employees or PROVIDER, under this Agreement, and from any and all
25 costs and expenses (including attorneys' fees and costs), damages, liabilities, claims, and losses
26 occurring or resulting to any person, firm, or corporation who may be injured or damaged by the
2 7 performance, or failure to perform, of COUNTY, including its officers, agents, employees or
2 8 PROVIDER under this Agreement.
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Fresno, CA
1 C.In the event of concurrent negligence on the part of COUNTY or any of its
2 officers, agents, employees or PROVIDER, and of PISTORESI or any of its officers, agents, or
3 employees, the liability for any and all such claims, demands and actions in law or equity for such
4 costs and expenses (including attorneys' fees and costs), damages, and losses shall be apportioned
5 under the State of California's theory of comparative negligence as presently established or as may
6 be modified hereafter.
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D.This Section 8 shall survive termination or expiration of this Agreement.
9.INSURANCE
Without limiting the indemnification of each party as stated in Section 8 above, it is understood
and agreed that PISTORESI and COUNTY shall each maintain, at their sole expense, the following
insurance policies or self-insurance programs including, but not limited to, an insurance pooling
arrangement and/or Joint Powers Agreement to fund their respective liabilities throughout the term of
this agreement. Coverage shall be provided for comprehensive general liability, automobile liability, ,
and workers' compensation exposure. Each party will provide the other party with an appropriate
Commercial General Liability insurance certificate 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) along with
an appropriate endorsement naming the other party as an additional insured on the Commercial
General Liability policy. .
Additional Requirements Relating to Insurance
PISTORESI shall obtain endorsements to the Commercial General Liability insurance
naming the County of Fresno, its officers, agents, and employees, individually and collectively, as
additional insured, but only insofar as the operations under this Agreement are concerned. Such
coverage for additional insured shall apply as primary insurance and any other insurance, or
self-insurance, maintained by COUNTY, its officers, agents and employees shall be excess only and
not contributing with insurance provided under PISTORESl's policies herein. This insurance shall not
be cancelled or changed without a minimum of thirty (30) days advance written notice given to
COUNTY.
PISTORESI hereby waives its right to recover from COUNTY, its officers, agents, and
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Fresno, CA
employees any amounts paid by the policy of worker's compensation insurance required by this
Agreement. PISTORESI is solely responsible to obtain any endorsement to such policy that may be
necessary to accomplish such waiver of subrogation, but PISTORESl's waiver of subrogation under
this paragraph is effective whether or not PISTORESI obtains such an endorsement.
Within thirty {30) days from the date PISTORESI signs this Agreement, PISTORESI
shall provide certificates of insurance and endorsement as stated above for all of the foregoing
policies, as required herein, to the County of Fresno, Department of Public Health, P.O. Box 11867,
Fresno, CA 93775, Attn: Contracts Section -6th Floor, stating that such insurance coverage have
been obtained and are in full force; that the County of Fresno, its officers, agents and employees will
not be responsible for any premiums on the policies; that for such worker's compensation insurance
the PISTORESI has waived its right to recover from the COUNTY, its officers, agents, and employees
any amounts paid under the insurance policy and that waiver does not invalidate the insurance policy;
that such Commercial General Liability insurance names the County of Fresno, its officers, agents
and employees, individually and collectively, as additional insured, but only insofar as the operations
under this Agreement are concerned; that such coverage for additional insured shall apply as primary
insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents
and employees, shall be excess only and not contributing with insurance provided under
PISTORESl's policies herein; and that this insurance shall not be cancelled or changed without a
minimum of thirty (30) days advance, written notice given to COUNTY.
In the event PISTORESI fails to keep in effect at all times insurance coverage as herein
provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed
to do business in the State of California. Insurance purchased shall be purchased from companies
possessing a current A.M. Best, Inc. rating of A FSC VII or better.
COUNTY shall cause PISTORESI to maintain insurance coverage that is consistent with the
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requirements of this Agreement, and COUNTY will cause PROVIDER to submit to PISTORESI the
necessary Certificates of Insurance and endorsements.
10.CONFIDENTIALITY
4 All services performed by COUNTY under this Agreement shall be in strict conformance
5 with all applicable Federal, State of California and/or local laws and regulations relating to
6 confidentiality.
11.NON-DISCRIMINATION7
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During the performance of this Agreement, neither party may unlawfully discriminate
against any employee or applicant for employment, or recipient of services, because of race, religion,
color, national origin, ancestry, physical disability, medical condition, sexual orientation, marital
status, age or gender, pursuant to all applicable State of California and Federal statutes and
regulations.
12.RECORDS
14 Each party shall maintain its records in connection with the respective services referred
15 to under this Agreement. Such records must be maintained for a minimum of three (3) years.
16 Records must also be maintained a minimum of three (3) years after the termination of this
1 7 Agreement. The party generating the records shall maintain ownership of the records upon
18 termination of this Agreement.
19 13.AUDITS AND INSPECTIONS
2 O Each party shall at any time during business hours, and as often as the other party may
21 deem necessary, make available to the other party for examination all of the former party's records
2 2 and data with respect to the matters covered by this Agreement. Each party shall, upon request by
23 the other party, permit the other party to audit and inspect all such records and data necessary to
2 4 ensure the former party's compliance with the terms of this Agreement.
25 If this Agreement exceeds Ten Thousand and No/100 Dollars {$10,000.00), COUNTY
2 6 shall be subject to the examination and audit of the State Auditor for a period of three (3) years after
2 7 final payment under contract {Government Code section 8546.7).
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1 14.PROVIDER
2 The parties hereto acknowledge that PROVIDER, or its replacement, if any during the
3 term of the PROVIDER Agreement, will carry out COUNTY's provision of dispatching services herein.
4 In the event of any such replacement of PROVIDER, the replacement EMS Provider Agreement will
5 be on substantially the same terms as the EMS Provider Agreement to the extent that it concerns this
6 Agreement, as provided herein.
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15.FORCE MAJEURE
A.If either party hereto is rendered unable, wholly or in part, by Force Majeure to
9 carry out its obligations under this Agreement, that party shall give to the other party hereto prompt
1 o written notice of the Force Majeure with full particulars relating thereto. Thereupon, the obligations
11 of the party giving the notice, so far as they are affected by the Force Majeure, shall be suspended
12 during, but no longer than, the continuance of the Force Majeure, except for a reasonable time
13 thereafter required to resume performance.
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B.During any period in which either party hereto is excused from performance by
reason of the occurrence of an event of Force Majeure, the party so excused shall promptly,
diligently, and in good faith take all reasonable action required in order for it to be able to promptly
commence or resume performance of its obligations under this Agreement. Without limiting the
generality of the foregoing, the party so excused from performance shall, during any such period of
Force Majeure, take all reasonable action necessary to terminate any temporary restraining order
or preliminary or permanent injunctions to enable it to so commence or resume performance of its
obligations under this Agreement.
C.The party whose performance is excused due to the occurrence of an event of
Force Majeure shall, during such period, keep the other party hereto notified of all such actions
required in order for it to be able to commence or resume performance of its obligations under this
Agreement.
D."Force Majeure" is defined as an Act of God, act of public enemy, war, and
other extraordinary causes not reasonably within the control of either of the parties hereto.
16.NOTICES
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1 The persons having authority to give and receive notices under this Agreement and
2 their addresses include the following:
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COUNTY
Director, County of Fresno
Department of Public Health
P.O. Box 11867
Fresno, CA 93775
PISTORESI
Pistoresi Ambulance Service
President
113 North R Street
Madera, California 93637
Any and all notices between COUNTY and PISTORESI provided for or permitted under
this Agreement or by law shall be in writing and shall be deemed duly served when personally
delivered to one of the parties hereto, or in lieu of such personal service, when deposited in the
United States Mail, postage prepaid, addressed to such party, except for notices of termination, which
are effective upon receipt. Notices under this Agreement are not modifications to this Agreement.
17.GOVERNING LAW
The parties hereto agree, that for the purposes of venue, performance under this
Agreement is to be in Fresno County, California.
The rights and obligations of the parties hereto and all interpretation and performance
of this Agreement shall be governed in all respects by the laws of the State of California.
18.SEVERABILITY
The provisions of this Agreement are severable. The invalidity or unenforceability of
any one provision in the Agreement shall not affect the other provisions.
19.ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between PISTORESI and COUNTY
with respect to the subject matter hereof and supersedes all previous agreement negotiations,
proposals, commitments, writings, advertisements, publications, and understandings of any nature
whatsoever unless expressly included in this Agreement. This Agreement may be executed in
several counterparts by the parties hereto, in which case, all of such executed duplicate counterpart
originals thereof, taken together, shall be deemed to be one and the same legal instrument.
20.NO THIRD PARTY BENEFICIARIES
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Notwithstanding anything stated to the contrary in this Agreement, there shall not be
any intended third party beneficiaries to this Agreement.
21.DISCLOSURE OF SELF-DEALING TRANSACTIONS:
4 This provision is only applicable if Contractor is operating as a corporation {a for-profit or non-
5 profit corporation) or if during the term of this Agreement, Contractor changes its status to operate as a
6 corporation.
7 Members of Contractor's Board of Directors shall disclose any self-dealing transactions that
8 they are a party to while Contractor is providing goods or performing services under this Agreement.
9 A self-dealing transaction shall mean a transaction to which Contractor is a party and in which one or
1 o more of its directors has a material financial interest. Members of the Board of Directors shall disclose
11 any self-dealing transactions that they are a party to by completing and signing a Self-Dealing
12 Transaction Disclosure Form, attached hereto as Exhibit B and by this reference incorporated herein,
13 and submitting it to County prior to commencing with the self-dealing transaction or immediately
14 thereafter.
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EXHIBIT A
$ 25,432.00
$ 25,432.00
$ 25,432.00
$ 25,432.00
$ 25,432.00
$ 25,432.00
$ 25,432.00
$ 25,432.00
$ 25,432.00
$ 25,432.00
$ 25,432.00
$ 25,432.00
EXHIBIT B
SELF-DEAUNG TRANSACl10N DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members
of a contractor's board of directors (hereinafter referred to as "County Contractor"), must disclose any
self-dealing transactions that they are a party to while providing goods, performing services, or both
for the County. A self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest"
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1)Enter board member's name, job title (if applicable), and date this disclosure is being made.
(2)Enter the board member's company/agency name and address.
(3)Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a.The name of the agency/company with which the corporation has the transaction; and
b.The nature of the material financial interest in the Corporation's transaction that the
board member has.
(4)Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5)Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
Mail the completed form to: County of Fresno
Attn: Lease Services (L-305)
Internal Services Department
2220 Tulare Street, Suite 2100
Fresno, CA 93721-2106
COUNTY OF FRESNO
Fresno, CA
(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 Co� 5233 {a):
(5) Authorized Signature
Signature: (Date: I
COUNTY OF FRESNO
Fresno, CA