HomeMy WebLinkAboutAgreement A-20-259 with American Ambulance Pistoresi.pdf1
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
Agreement No. 20-259
AGREEMENT
THIS AGREEMENT is made and entered into this 1st day of ___ Ju_l,.__y ___ , 2020, by and
between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter
referred to as "COUNTY," and K.W.P.H. ENTERPRISES, doing business as AMERICAN
AMBULANCE , a California Corporation, whose address is 2911 East Tulare Street, Fresno, California
93721 , hereinafter referred to as "CONTRACTOR".
W I T N E S S E T H:
WHEREAS , COUNTY 's Emergency Medical Services ("EMS") Communications Center is
staffed and operated by CONTRACTOR through that certain Emergency Medical Services Provider
Agreement for Emergency Ambulance Service and Advanced Life Support (Paramedic) Ambulance
Service dated May 16 , 2017 (COUNTY Agreement No. A-17-218, the "EMS PROVIDER
Agreement"), as amended, by and between COUNTY and PROVIDER; and
WHEREAS , PISTORESI Ambulance Service , Inc. ("PISTORESI") desires to receive EMS
Dispatch Services from COUNTY's EMS Communications Center, which includes receipt and
processing of requests for ambulance services, provision of pre-arrival instructions, dispatch of
appropriate ambulances, and notification of first responder agencies , when necessary (collectively,
"EMS Dispatch Services"); and
WHEREAS , CONTRACTOR desires to provide dispatching services for PISTORESI ; and
WHEREAS, CONTRACTOR is willing to facilitate the PISTORESI-COUNTY Agreement by
entering into this Agreement.
NOW , THEREFORE, in consideration of their mutual covenants and conditions, the parties
hereto agree as follows:
1. SERVICES
A. Subject to PISTORESI's timely paying COUNTY for EMS Dispatching Services
(defined in Section 4.A. of the PISTORESl-COUNTY Agreement) under the PISTORESI-COUNTY
Agreement:
(1) COUNTY shall obtain and maintain the dispatching equipment, hardware,
software (including software licenses), and other technologies, which will be utilized for the triage and
-1-
-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
entry of information for EMS Dispatching Services in COUNTY’s EMS Communications Center
computer aided dispatch (“CAD”) system; and
(2)COUNTY shall be responsible for selection, configuration, installation, and
maintenance of all dispatching equipment, hardware, software and other technologies associated with this
Agreement. All dispatching equipment, hardware, software (including software licenses), and other
technologies purchased and/or obtained through this Agreement shall be the sole property of COUNTY.
(3)CONTRACTOR, shall provide EMS Dispatching Services requiring
responses by PISTORESI as follows:
(a)CONTRACTOR shall provide all EMS Dispatching Services in
accordance with PISTORESI’s policies and procedures, which shall be approved by COUNTY’s EMS
Director, or his or her designee (the “COUNTY’s Representative”).
(b)CONTRACTOR shall dispatch PISTORESI’s vehicles through
PISTORESI’s radios and electronic communications, and in accordance with PISTORESI’s and EMS
Agency policies and procedures.
(c)CONTRACTOR shall provide pre-arrival instructions to callers
requesting ambulance service responses in accordance with COUNTY’s policies and procedures.
(d)CONTRACTOR shall provide inter-agency coordination regarding
requests for EMS services, mutual aid and instant aid services, and order specialized EMS equipment
from PISTORESI or other agencies (e.g., supervisor, First responders, rescue team, or “jaws of life”)
which may be needed to handle an incident, and perform other related duties in accordance with
PISTORESI’s and COUNTY’s policies and procedures.
(e)CONTRACTOR shall track all activity of PISTORESI’s EMS
responses utilizing the COUNTY’s EMS Communications Center CAD system.
(f)COUNTY shall provide one (1) radio operator for dispatching of
PISTORESI’s apparatuses twenty-four (24) hours a day, seven (7) days a week. PISTORESI
understands that the radio operator is not dedicated for the sole purpose of PISTORESI and that the
radio operator may be dispatching other fire and EMS providers.
(g)CONTRACTOR shall provide that a minimum of one (1) dispatch
-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
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 PISTORESI’s administration as needed.
(h)CONTRACTOR shall maintain an up-to-date manual of
PISTORESI’s policies and procedures (approved by COUNTY’s Representative, as provided herein) for
all dispatch staff, and shall provide for training and continuing education of dispatch staff as needed.
(i)The goal for the immediate dispatch of an EMS apparatus, in
accordance with EMS approved 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 EMS apparatus 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 (CQI) Committee.
It is understood, 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:
1.Calls not received through the 9-1-1 telephone system.
2.Calls that do not immediately geo-verify in the CAD.
3.Calls in which the public safety answering points (PSAP)
dispatcher does not immediately transfer the calling party.
4.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).
B.It is understood by the parties hereto that
(1)CONTRACTOR’s provision of EMS Dispatching Services herein does not
include any CONTRACTOR or COUNTY provision of EMS services,
(2)all EMS services for all EMS calls to be dispatched by CONTRACTOR
-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
are to be provided by PISTORESI pursuant to the PISTORESI-COUNTY Agreement,
(3)CONTRACTOR is providing EMS Dispatching Services herein on a non-
exclusive basis,
(4)COUNTY’s compensation paid to CONTRACTOR for its performance of
EMS Dispatching Services herein is for supplemental services that are in addition to any other services
that CONTRACTOR provides, and for which CONTRACTOR acknowledges that CONTRACTOR is
paid in accordance with the EMS PROVIDER Agreement, and
(5)CONTRACTOR shall first obtain COUNTY’s written permission to
provide any other dispatching services through the COUNTY’s EMS Communications Center.
C.Notwithstanding anything stated to the contrary herein, CONTRACTOR
covenants, warrants, and represents to COUNTY that
(1)Any funds that COUNTY may pay to CONTRACTOR, or that
CONTRACTOR otherwise may collect from performing service in connection with the EMS
PROVIDER Agreement, including, but not limited to, COUNTY compensation and CONTRACTOR’s
fees and charges for services rendered to patients, shall not be diverted or otherwise used, either directly
or indirectly, by CONTRACTOR to subsidize CONTRACTOR’s performance of this Agreement, and
(2)CONTRACTOR shall not directly or indirectly charge any costs or
expenses incurred in connection with the performance of this Agreement to any of CONTRACTOR’s
other operations for or approved by COUNTY, including but not limited to CONTRACTOR’s
operations in the COUNTY’s EMS Communications Center for COUNTY under the EMS PROVIDER
Agreement and/or for other COUNTY-approved agencies (e.g., agencies that may be outside of Fresno
County such as the County of Kings or cities or special districts, if any, within Fresno County).
D.CONTRACTOR’s performance of EMS Dispatching Services herein shall
enhance CONTRACTOR’s peak load capacity, disaster readiness and overall efficiency in providing
dispatching services in COUNTY’s EMS Communications Center, and shall not detract from
CONTRACTOR’s performance of its obligations under the EMS PROVIDER Agreement, or any other
agreement, if any, entered into or authorized by COUNTY.
E.COUNTY shall perform the following functions:
-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
(1)COUNTY shall provide COUNTY-approved EMS Policies and Procedures
to CONTRACTOR.
(2)COUNTY shall assure that all calls in PISTORESI’s response area for
EMS services are immediately transferred to COUNTY’s EMS Communications Center.
(3)COUNTY agrees to provide for an internal quality improvement program,
which includes the participation of CONTRACTOR and PISTORESI.
2.TERM
This Agreement shall become effective on the 1st day of July, 2020 and terminate on the
30th day of June, 2023, unless sooner terminated as provided herein. .
Notwithstanding anything stated to the contrary herein, this Agreement shall automatically
terminate on any earlier date that the PISTORESI-COUNTY Agreement terminates.
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 government agency.
Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
terminated, at any time by giving the 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;
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. Neither shall
such payment impair or prejudice any remedy available to the 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. The CONTRACTOR
-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
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 COUNTY upon the giving of thirty (30) days advance written notice of an intention to
terminate to CONTRACTOR.
D.COUNTY shall compensate or provide funding to CONTRACTOR for any
services performed under this Agreement prior to any termination of this Agreement.
4.COMPENSATION FOR SERVICES
A.For CONTRACTOR’s performance of EMS Dispatching Services herein,
COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive compensation pursuant
to Exhibit A, attached hereto and incorporated herein by this reference. In no event shall compensation
for COUNTY’s performance of EMS Dispatching Services under this Agreement be in excess of
the amounts listed as follows:
(1)For the period of July 1, 2020 through June 30, 2021, the amount of this
Agreement shall not exceed Two Hundred Sixty-Six Thousand Five Hundred Eight and 00/100 Dollars
($266,508.00)
(2)For the period of July 1, 2021 through June 30, 2022, the amount of this
Agreement shall not exceed Two Hundred Sixty-Nine Thousand One Hundred Seventy-Two and 00/100
Dollars ($269,172.00).
(3)For the period of July 1, 2022 through June 30, 2023, the amount of this
Agreement shall not exceed Two Hundred Sixty-Nine Thousand One Hundred Seventy-Two and 00/100
Dollars ($269,172.00).
B.COUNTY’s obligation to compensate CONTRACTOR herein is subject to
COUNTY receiving sufficient and timely payments of funds from PISTORESI under the PISTORESI-
COUNTY Agreement. Subject to the foregoing sentence, COUNTY, promptly following COUNTY’s
receipt of such PISTORESI funds, shall pay CONTRACTOR no later than the fifteenth 15th) day of the
month in which the services are provided by CONTRACTOR without the necessity of CONTRACTOR
submitting invoices to COUNTY. All payments shall be remitted to CONTRACTOR at the following
address: American Ambulance, 2911 East Tulare Street, Fresno, CA 93721.
-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
5. INDEPENDENT CONTRACTOR
A. 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, 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 venture, partner, or associate of COUNTY. Furthermore, COUNTY shall have no right
to control or supervise or direct the manner or method by which CONTRACTOR shall perform its work
and function, except for CONTRACTOR’s compliance with PISTORESI’s and COUNTY’s policies
and procedures, herein. However, COUNTY shall retain the right to administer this Agreement so as to
verify that CONTRACTOR is performing its obligations in accordance with the terms and conditions
thereof. CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the
rules and regulations, if any, of governmental authorities having jurisdiction over matters which are
directly or indirectly the subject of this Agreement.
B. 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, its employees
all legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and
save 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 COUNTY or to this Agreement.
6. 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.
7. HOLD-HARMLESS
A. CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY’s request,
defend COUNTY and PISTORESI, including their respective officers, agents, and employees from any and
all costs and expenses (including attorneys’ fees and costs), damages, liabilities, claims, and losses occurring
-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
or resulting to COUNTY or PISTORESI (as applicable) in connection with the performance, or failure to
perform, by CONTRACTOR, including its officers, agents, or employees under this Agreement, and from
any and all costs and expenses (including attorneys’ 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, including its officers, agents, or employees under
this Agreement.
B.COUNTY agrees to indemnify, save, hold harmless, and at CONTRACTOR’s
request, defend CONTRACTOR, including its officers, agents, and employees from any and all costs and
expenses (including attorneys’ fees and costs), damages, liabilities, claims, and losses occurring or
resulting to CONTRACTOR in connection with the performance, or failure to perform, by COUNTY or
PISTORESI, including their respective officers, agents, or employees under this Agreement or under the
PISTORESI-COUNTY Agreement (as applicable), and from any and all costs and expenses (including
attorneys’ 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
COUNTY or PISTORESI, including their respective officers, agents, or employees under this Agreement
or under the CITY-COUNTY Agreement.
C.In the event of concurrent negligence on the part of CONTRACTOR or any of its
officers, agents or employees, and of COUNTY or PISTORESI or any of their respective officers, agents,
or employees, the liability for any and all such claims, demands and actions in law or equity for such
costs and expenses (including attorneys’ fees and costs), damages, and losses shall be apportioned under
the State of California’s theory of comparative negligence as presently established or as may be modified
hereafter.
D.This Section 7 shall survive termination or expiration of this Agreement.
8.INSURANCE
CONTRACTOR shall obtain and maintain, at all times, insurance coverages, with such
policies, and in such amounts, as are provided in the EMS Provider Agreement. The parties hereto
agree that the provisions of the EMS Provider Agreement (including any future amendments thereto)
shall and will be incorporated herein by this reference, as though each and every of such terms are set
-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
forth herein below. CONTRACTOR’s failure to maintain all such insurance coverages shall be deemed
to be a material breach of this Agreement.
9.CONFIDENTIALITY
All services performed by CONTRACTOR under this Agreement shall be in strict
conformance with all applicable Federal, State of California and/or local laws and regulations relating to
confidentiality.
10.NON-DISCRIMINATION
During the performance of this Agreement, CONTRACTOR shall not 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, marital status, age or
gender, pursuant to all applicable State of California and Federal statutes and regulations.
11.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 the 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 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, attached hereto as Exhibit B and incorporated
herein by reference, and submitting it to the COUNTY prior to commencing with the self -dealing
transaction or immediately thereafter.
12.RECORDS
A.Each party shall maintain its books, accounts and records in connection with the
respective services referred to under this Agreement. CONTRACTOR’s books, accounts and records of
such services shall be kept separate and apart from CONTRACTOR’s other books, accounts and records
-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
of services kept in connection with the EMS PROVIDER Agreement, and any other agreement entered
into or approved by COUNTY. All of such CONTRACTOR’s books, accounts, and records shall be
prepared and kept by CONTRACTOR in an organized manner that facilitates an efficient review of the
costs incurred and funds received in order to give COUNTY a complete and clear understanding of the
accounting thereof. All of such CONTRACTOR’s books, accounts and records shall be subject to public
disclosure as provided in the EMS PROVIDER Agreement (including any future amendments thereto),
which shall and will be incorporated herein by this reference, as though each and every of such terms are
set forth herein below.
B.Each of the parties’ books, accounts and records must be maintained for a minimum of
three (3) years. Such books, accounts and records must also be maintained a minimum of three (3) years
after the termination of this Agreement. The party generating the books, accounts and records shall
maintain ownership thereof upon termination of this Agreement.
13.AUDITS AND INSPECTIONS
A.Each party shall at any time during business hours, and as often as the other party
may deem necessary, make available to the other party for examination all of the former party’s records
and data with respect to the matters covered by this Agreement. Each party shall, upon request by the
other party, permit the other party to audit and inspect all such records and data necessary to ensure the
former party’s compliance with the terms of this Agreement.
B.If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00),
CONTRACTOR shall be subject to the examination and audit of the State Auditor for a period of three (3)
years after final payment under contract (Government Code Section 8546.7).
14.FORCE MAJEURE
A.If either party hereto is rendered unable, wholly or in part, by Force Majeure to
carry out its obligations under this Agreement, that party shall give to the other party hereto prompt written
notice of the Force Majeure with full particulars relating thereto. Thereupon, the obligations of the party
giving the notice, so far as they are affected by the Force Majeure, shall be suspended during, but no
longer than, the continuance of the Force Majeure, except for a reasonable time thereafter required to
-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
resume performance.
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.
15. NOTICES
A. The persons having authority to give and receive notices under this Agreement and
their addresses include the following:
COUNTY CONTRACTOR
Director, County of Fresno American Ambulance
Department of Public Health Attn: General Manager
P.O. Box 11867 2911 East Tulare Street
Fresno, CA 93775 Fresno, CA 93721
B. Any and all notices between COUNTY and CONTRACTOR 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.
16. GOVERNING LAW
A. The parties hereto agree, that for the purposes of venue, performance under this
-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
Agreement is to be in Fresno County, California.
B.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.
17.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.
18.ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between COUNTY and CONTRACTOR
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. CONTRACTOR acknowledges that COUNTY
detrimentally relies upon each and every of CONTRACTOR’s covenants, warranties and
representations made herein to COUNTY. 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.
19.NO THIRD PARTY BENEFICIARIES
Notwithstanding anything stated to the contrary in this Agreement, there shall not be any
intended third party beneficiaries to this Agreement.
///
///
///
///
///
///
///
///
///
///
1 IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year first
2 hereinabove written.
3
4 K.W.P .H. ENTERPRISES, dba
5 AMERICAN
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
President, K . W .P.H. Enterprises
Print Name : Todd R. Valeri
Print Name: Erik S. Peterson
Title: Corporate Secretary
Chief Financial Officer or Corporate
Secretary to K . W .P .H . Enterprises
d .b .a. American Ambulance ,
a California Corporation
Mailing Address:
2911 E. Tulare St.
Fresno , CA 93721
COUNTY OF FRESNO
£_ >~~ ~
Ernest Buddy Mendes, Chairman of the Board
of Supervisors of the County of Fresno
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno , State of California
B y .S,US~ ~sbo-p
Deputy
Fund/Subclass:
Organization #:
0001 /10000
56201693
7295 Account #:
-13-
-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
EXHIBIT A
Payment Month
Payment
Amount
1 Jul 2020 $22,209.00
2 Aug 2020 $22,209.00
3 Sep 2020 $22,209.00
4 Oct 2020 $22,209.00
5 Nov 2020 $22,209.00
6 Dec 2020 $22,209.00
7 Jan 2021 $22,209.00
8 Feb 2021 $22,209.00
9 Mar 2021 $22,209.00
10 Apr 2021 $22,209.00
11 May 2021 $22,209.00
12 Jun 2021 $22,209.00
13 Jul 2021 $22,431.00
14 Aug 2021 $22,431.00
15 Sep 2021 $22,431.00
16 Oct 2021 $22,431.00
17 Nov 2021 $22,431.00
18 Dec 2021 $22,431.00
19 Jan 2022 $22,431.00
20 Feb 2022 $22,431.00
21 Mar 2022 $22,431.00
22 Apr 2022 $22,431.00
23 May 2022 $22,431.00
24 Jun 2022 $22,431.00
25 Jul 2022 $22,431.00
26 Aug 2022 $22,431.00
27 Sep 2022 $22,431.00
28 Oct 2022 $22,431.00
29 Nov 2022 $22,431.00
30 Dec 2022 $22,431.00
31 Jan 2023 $22,431.00
32 Feb 2023 $22,431.00
33 Mar 2023 $22,431.00
34 Apr 2023 $22,431.00
35 May 2023 $22,431.00
36 Jun 2023 $22,431.00
-15-
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
EXHIBIT B
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).
-16-
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
(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:
I I
-17-
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