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HomeMy WebLinkAboutAgreement A-20-106 Cold Planing Services.pdf-1- 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 28 MASTER AGREEMENT THIS MASTER AGREEMENT (“Agreement”) is made and entered into this ____ day of _______, 2020, by and between the County of Fresno, a political subdivision of the State of California ("COUNTY"), and each contractor (each a “CONTRACTOR” and collectively the “CONTRACTORS”) listed in Attachment A to this Agreement, which is attached and incorporated by reference. The COUNTY and each CONTRACTOR may be referred to as a “Party” or collectively as “Parties” to this Agreement. WITNESSETH W HEREAS, the COUNTY desires to enter into an Agreement with each CONTRACTOR listed in Attachment A to provide for the COUNTY’s need for cold planing services as provided herein; and WHEREAS, the CONTRACTORS listed in Attachment A are qualified and willing to perform such cold planing and milling services. NOW, THEREFORE, in consideration of their mutual covenants, terms and conditions herein contained, the Parties agree as follows: SECTION 1. – SERVICES A.CONTRACTORS agree that inclusion on Attachment A does not constitute a guarantee or promise that any CONTRACTOR shall provide any certain amount of work or services to the COUNTY under this Agreement. By executing a signature page, each CONTRACTOR becomes a signatory to this Agreement, and agrees that it is party to this Agreement with the COUNTY and is bound by its terms. B.CONTRACTOR shall perform milling services in accordance with the provisions set forth in this Agreement and in the Pricing Schedule, attached hereto as Attachment B and incorporated herein by reference. C.CONTRACTOR shall comply with all applicable Federal, State, COUNTY, and City laws, codes, rules, regulations, and ordinances regarding wages, hours, and working conditions. D.CONTRACTOR shall obtain and have in possession all required permits and licenses to perform the cold planing services. All permits and licenses shall be active and current Agreement No. 20-106 10th March 20-0045 -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 28 during the term of this Agreement. CONTRACTOR shall ensure that CONTRACTOR’s subcontractors shall have in their possession all required permits and licenses when performing any services pursuant to this Agreement. Permits and licenses of each subcontractor shall be active and current when the CONTRACTOR engages the services of the subcontractor and during the subcontractor’s performance of the work pursuant to this Agreement. E. CONTRACTOR is solely and fully responsible for all costs and expenses incidental to the performance of the services by such CONTRACTOR, including all instrumentalities, supplies, tools, equipment, staff, or materials necessary to perform the services specified in this Agreement. F. CONTRACTOR shall supply labor, materials, equipment, and any item necessary to perform the services specified in this Agreement with a high degree of proficiency and professionalism in relation to industry standards and to the complete satisfaction of the COUNTY. G. CONTRACTOR is responsible for the cost to repair, replace, or correct any damage or destruction to property arising during CONTRACTOR’s completion of services. Such property shall be identified in the underground service alert (USA) and shall be an aboveground visible structure. H. CONTRACTOR will not work on or keep their equipment on the COUNTY property without the permission of the COUNTY. I. Cold planing work shall be done with a self-propelled grinding machine capable of removing up to seven (7) feet wide in a single pass at a depth up to twelve (12) inches to provide a smooth transition to the original pavement. J. CONTRACTOR must avoid damaging manhole lids, water and gas valves, or other obstructions while cold planing. K. Millings shall belong to the COUNTY and will be hauled by the COUNTY. L. CONTRACTOR will not remove asphalt concrete off gutter pan. M. CONTRACTOR is responsible for clearing underground service alert (i.e., USA) prior to -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 28 cold planing operations. N. The COUNTY will mark on the old pavement with paint, the start and stop of the street cold planing. The CONTRACTOR shall use the existing pavement edges as a guide for horizontal alignment. O. CONTRACTOR shall not shut down any equipment unless permission is first obtained by the COUNTY. CONTRACTOR shall comply with all Federal-Mandated OSHA procedures, including lockout/tag out procedures. P. CALLBACK SERVICES – The COUNTY shall evaluate CONTRACTOR in accordance with their performance of services. CONTRACTOR acknowledges that if any work performed does not conform to the specifications identified in this Agreement, the responsible CONTRACTOR must be notified by COUNTY during same day of work and CONTRACTOR shall perform the work again at no additional cost to the COUNTY. Q. NO RELATIONSHIP TO OTHER CONTRACTORS – Under this Agreement, each CONTRACTOR only has rights and obligations with respect to the COUNTY. This Agreement creates no rights or obligations between any CONTRACTORS. No CONTRACTOR has any right to receive performance under this Agreement from, or to enforce any part of this Agreement against, any other CONTRACTOR. R. In accordance with Labor Code section 1770, et seq., the Director of the Department of Industrial Relations of the State of California has determined the general prevailing wages rates and employer payments for health and welfare pension, vacation, travel time and subsistence pay as provided for in Section 1773.1, apprenticeship or other training programs authorized by Section 3093, and similar purposes applicable to the work to be done. Information pertaining to applicable Prevailing Wage Rates may be found on the website for the State of California – Department of Industrial Relations: http://www.dir.ca.gov/oprl/PWD/index.htm. Information pertaining to applicable prevailing wage rates for apprentices may be found on the website for the State of California – Department of Industrial Relations: -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 28 http://www.dir.ca.gov/oprl/pwappwage/PWAppWageStart.asp. It shall be mandatory upon CONTRACTOR and upon any subcontractor to pay not less than the prevailing wage rates, including overtime and holiday rates, to all workers, laborers, or mechanics employed on this public work project, including those workers employed as apprentices. Further, CONTRACTOR and each subcontractor shall comply with Labor Code sections 1777.5 and 1777.6 concerning the employment of apprentices. A copy of the above-mentioned prevailing wage rates shall be posted by CONTRACTOR at the job site where it will be available to any interested party. CONTRACTOR shall comply with Labor Code section 1775, and shall forfeit as a penalty to the COUNTY Two Hundred Dollars ($200.00) for each calendar day or portions thereof, for each worker paid less than the prevailing wage rates for the work or craft in which the worker is employed for any work done under this project by CONTRACTOR or by any subcontractor under CONTRACTOR in violation of Labor Code section 1770, et seq. In addition to the penalty, the difference between the prevailing wage rates and amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the CONTRACTOR or subcontractor. CONTRACTOR and subcontractor shall keep an accurate record showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with this public work project. In accordance with Labor Code section 1776, each payroll record shall be certified and verified by a written declaration under penalty of perjury stating that the information within the payroll record is true and correct and that CONTRACTOR or subcontractor has complied with the requirements of Labor Code sections 1771, 1811 and 1815 for any work performed by its employees on this public work project. These records shall be open at all reasonable hours to inspection by the COUNTY, its officers and agents, -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 28 and to the representatives of the State of California – Department of Industrial Relations, including but not limited to the Division of Labor Standards Enforcement. S. Unless otherwise approved, work under this Agreement shall be accomplished during normal business hours. These hours are Monday through Friday, 7:00am until 5:00pm. However, there may be projects that require work to be done outside the normal working hours. T. The COUNTY shall ensure that the cold planed areas are clear of all obstructions and accessible to cold planing machines. U. The COUNTY shall provide to CONTRACTOR notifications, plans, disposing of grindings, water truck, traffic control, barricades, flagging, cleanup, handwork, dust control, layout of work, pulling out areas inaccessible to equipment, and/or lane closures. SECTION 2. – TERM The initial term of this Agreement shall be for a period of 3 years, 3 months, and 20 days commencing on March 10, 2020 (“Effective Date”) and shall continue through and including June 30, 2023. This Agreement shall automatically renew on July 1, 2023 for two (2) one (1) year terms upon the same terms and conditions herein set forth (the extensions and the initial term shall be hereinafter referred to as the “Term”), unless written notice of non-renewal is given by the COUNTY, no later than thirty (30) days prior to the close of the then-current agreement term. The COUNTY’s Director of Public Works & Planning, or their designee, is authorized to execute such notice of non-renewal on behalf of the COUNTY. SECTION 3. – COMPENSATION The COUNTY shall only provide compensation and payment to each CONTRACTOR for work authorized by the COUNTY. The COUNTY agrees to pay each CONTRACTOR and each CONTRACTOR agrees to receive compensation in accordance with each CONTRACTOR’s respective rates provided in Attachment B. CONTRACTOR shall not undertake any services without the advance written authorization of the COUNTY. If the COUNTY requests a service not specified in the Attachment B, then such services will be negotiated between the COUNTY and the CONTRACTOR and shall be based on prices similar to those outlined in the Attachment B. -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 28 In no event shall the total compensation paid to all of the CONTRACTORS during the entire potential five-year Term of this Agreement exceed the sum of five hundred thousand dollars ($500,000). SECTION 4. – INVOICING Each CONTRACTOR shall submit invoices in accordance with the rates and charges agreed upon for the services provided to the COUNTY by each CONTRACTOR during the previous monthly billing period on the first day of the month. CONTRACTOR shall submit itemized invoices in duplicate to the requesting COUNTY department. Each invoice shall reference this Agreement number, the responsible COUNTY department, the date and time of service, the cross streets for each site location serviced by CONTRACTOR within the same day, name of service technicians who provided the services, itemization of charges (parts and labor), and the Project Number (which shall be provided by the COUNTY). Payment addresses are noted in Section 12, “Notices”, herein. The COUNTY will pay CONTRACTOR within forty- five (45) days of receipt of an approved invoice. SECTION 5. – INDEPENDENT CONTRACTORS In performance of the work, duties, and obligations assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of CONTRACTOR’s officers, agents, subcontractors, and employees shall at all times be acting and performing as independent contractors, and shall act in an independent capacity and not as an officer, agent, servant, employee, joint venture, partner, or associate of the COUNTY. Furthermore, the COUNTY shall have no right to control or supervise or direct the manner or method by which CONTRACTOR shall perform their work and function. However, CONTRACTOR’s methods must be compatible with the COUNTY's standards, and must result in satisfactory and timely completion of the work assigned, and the quality and quantity of work produced must be acceptable to the COUNTY. The COUNTY retains the right to verify that CONTRACTOR is performing its obligations in accordance with this Agreement’s terms and conditions. CONTRACTOR and the COUNTY shall comply with all applicable provisions of law -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 28 and the rules and regulations, if any, of governmental authorities having jurisdiction over matters covered by this Agreement. Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, their employees all legally required employee benefits. In addition, CONTRACTOR shall be solely responsible, and shall hold the COUNTY harmless from all matters relating to payment of CONTRACTOR’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, CONTRACTOR may be providing services to others unrelated to the COUNTY or to this Agreement. SECTION 6. – TERMINATION OF AGREEMENT This Agreement may be terminated for the following reasons: A. Non-Allocation of Funds - The terms of this Agreement and any extensions, and the services to be provided, are contingent on the approval of funds by the appropriating government agency. If sufficient funds are not allocated, the services provided may be modified, or this Agreement terminated at any time without penalty by giving CONTRACTOR thirty (30) days advance written notice. B. Breach of Contract – The COUNTY may immediately suspend or terminate this Agreement in whole or in part, where in the determination of the COUNTY there is: 1. An illegal or improper use of funds; 2. A failure to comply with any term of this Agreement; 3. A substantially incorrect or incomplete report submitted to the COUNTY; or 4. Improperly performed service. In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any breach of this Agreement or any default which may then exist on the part of the CONTRACTOR. Such payment shall not impair or prejudice any remedy to the -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 28 COUNTY with respect to the breach or default. The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the COUNTY of any funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of the COUNTY were not expended in accordance with the terms of this Agreement. CONTRACTOR shall promptly refund any such funds upon demand. C. Without Cause - Under circumstances other than those set forth above, this Agreement may be terminated by the COUNTY by giving CONTRACTOR thirty (30) days advance written notice of an intention to terminate. In the event of such termination, CONTRACTOR shall be paid for satisfactory services or supplies provided up until the date of termination. The COUNTY’s Director of Public Works & Planning, or their designee, is authorized to execute such non-renewal on behalf of the COUNTY. In the event that the COUNTY terminates this Agreement as to one or more CONTRACTOR(S), this Agreement shall stay in full force and effect as to the remaining CONTRACTORS. Termination of one or more CONTRACTOR from this Agreement shall not terminate the Agreement as to the remaining CONTRACTORS. The Director of Public Works and Planning reserves the right to apply this Section 6 (C). SECTION 7. – HOLD HARMLESS AND INDEMNIFICATION CONTRACTOR agrees to indemnify, save, hold harmless, and at the COUNTY’s request defend the COUNTY, its officers, agents and employees, from any and all costs and expenses (including attorney’s fees and costs), claims, suits, liabilities, losses and damages occurring or resulting to the COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its officers, agents or employees, and from any and all costs and expenses (including attorney’s fees and costs), damages, liabilities, claims and losses occurring or resulting to any person, firm or corporation who may be injured or damaged by the performance, or failure to perform, of CONTRACTOR, its officers, agents, subcontractors, assigns, or employees. The provisions of this Section 7 shall survive the termination of this Agreement. SECTION 8. – INSURANCE -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 28 Without limiting the COUNTY's right to obtain indemnification from a CONTRACTOR or any third parties, each 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 One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million Dollars ($2,000,000). This policy shall be issued on a per occurrence basis. The COUNTY may require specific coverages including completed operations, products liability, contractual liability, Explosion-Collapse- Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of this contract. B. Automobile Liability Comprehensive Automobile Liability Insurance with limits for bodily injury of not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and for property damage. Coverage should include owned and non-owned vehicles used in connection with this Agreement. C. Professional Liability If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence, One Million Dollars ($1,000,000.00) annual aggregate. D. Worker's Compensation A policy of Worker's Compensation insurance as may be required by the California Labor Code. E. Additional Requirements Relating to Insurance Each CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any -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 28 other insurance, or self-insurance, maintained by the COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance provided under CONTRACTOR’s policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to the COUNTY. Each CONTRACTOR hereby waives its right to recover from the COUNTY, its officers, agents, and employees any amounts paid by the policy of worker's compensation insurance required by this Agreement. Each CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but CONTRACTOR’s waiver of subrogation under this paragraph is effective whether or not CONTRACTOR obtains such an endorsement. Within thirty (30) days from the date each CONTRACTOR signs and executes this Agreement, each CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein to the entities noted in Section 12, “Notices”, hereof, stating that such insurance coverages have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that for such worker’s compensation insurance the CONTRACTOR 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 the COUNTY, its officers, agents and employees, shall be excess only and not contributing with insurance provided under each CONTRACTOR’s policies; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to the COUNTY. -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 28 If a CONTRACTOR fails to keep in effect at all times all required insurance coverages, The COUNTY may, in addition to other remedies it may have, suspend or terminate this Agreement. All policies shall be issued by admitted insurers licensed to do business in the State of California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. SECTION 9. – MODIFICATION This Agreement may be modified from time to time by the written consent of all the parties without, in any way, affecting the remainder. SECTION 10. – NON - ASSIGNMENT CONTRACTOR shall not assign, transfer or subcontract this Agreement or any of its respective rights or duties hereunder, without the prior written consent of the COUNTY. SECTION 11. – AUDITS AND INSPECTIONS CONTRACTOR shall at any time during business hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for examination all of its records and data with respect to the matters covered by this Agreement. CONTRACTOR shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data necessary to ensure CONTRACTOR's compliance with the terms of this Agreement. If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to the examination and audit of the California State Auditor for a period of three (3) years after final payment under contract (Government Code Section 8546.7). SECTION 12. – NOTICES The persons and their addresses having authority to give and receive written notices under this Agreement include the following: COUNTY CONTRACTORS Director of Public Works and Planning As indicated on Attachment A Road Maintenance and Operations Division 2220 Tulare St., 6th Floor Fresno, CA 93721 -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 28 All notices between the COUNTY and CONTRACTOR provided for or permitted under this Agreement must be in writing and delivered either by personal service, by first-class United States mail, by an overnight commercial courier service, or by telephonic facsimile transmission. 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 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 COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid, with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the next beginning of a COUNTY business day), provided that the sender maintains a machine record of the completed transmission. 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). SECTION 13. – LEGAL AUTHORITY Each individual executing this Agreement on behalf of CONTRACTOR hereby covenants, warrants, and represents: (i) that he or she is duly authorized to execute or attest and deliver this Agreement on behalf of such entity, e.g. (without limitation), corporation, limited liability company, limited partnership, partnership or sole proprietorship, in accordance with all applicable formalities and under California law; (ii) that this Agreement is binding on such entity; and (iii) that CONTRACTOR (as applicable) is a duly organized and legally existing corporation, limited liability company, limited partnership, partnership or sole proprietorship in good standing in the State of California. SECTION 14. – GOVERNING LAW Venue for any action arising out of or relating to this Agreement shall only be in Fresno County, California. The rights and obligations of the parties and all interpretation and -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 28 performance of this Agreement shall be governed in all respects by the laws of the State of California. SECTION 15. – DISCLOSURE OF SELF-DEALING TRANSACTIONS This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit or non-profit corporation) or if during the term of this Agreement, the CONTRACTOR changes its status to operate as a corporation. Members of CONTRACTOR’s Board of Directors shall disclose any self-dealing transactions that they are a party to while CONTRACTOR is providing goods or performing services under this Agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party and in which one or more of its directors has a material financial interest. Members of CONTRACTOR’s 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 (Attachment C) and submitting it to the COUNTY prior to commencing with the self-dealing transaction or immediately thereafter. SECTION 16. – ENTIRE AGREEMENT This Agreement constitutes the entire agreement between CONTRACTORS and the 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. In the event of any inconsistency in interpreting the documents that constitute this Agreement, the inconsistency shall be resolved by giving precedence to the text of this Agreement, including Attachments A, B, and C. SECTION 17. – COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement, binding on the Parties according to its terms and conditions. /// // 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 2 Effective Date . 3 4 CONTRACTOR 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 I See Additional Signature Pages Attached FOR ACCOUNTING USE ONLY : ORG No.: 4510 Account No .: 7295 Fund No .: 0010/11000 COUNTY OF FRESNO ~ Ernest Buddy Mendes , airman of the Board of Supervisors of the County of Fresno By : ATTEST: Bernice E. Seidel Clerk of the Board of Supervisors County of Fresno, State of California Signatu re page of the Master Ag reement dated March 10 , 2020 between the County and the Contractors -14- 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 28 Attachment A List of Contractors [List of Contractors is attached immediately hereafter.] 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 28 Attachment B Pricing Schedule [Pricing Schedule is attached immediately hereafter.] 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 28 Attachment C SELF-DEALING TRANSACTION DISCLOSURE FORM In order to conduct business with the County of Fresno (hereinafter referred to as “County”), members of a contractor’s board of directors (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). Anrak Corporation Pavement Recycling Systems, Inc.