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HomeMy WebLinkAbout29250 1 of 5 AGREEMENT MPTS PROPERTY TAX SYSTEM MAINTENANCE THIS AGREEMENT(“Agreement”) is made and entered into on _________, 2017, by and between the 1 COUNTY OF FRESNO, a political subdivision of the State of California (“COUNTY”) and MEGABYTE 2 SYSTEMS INC, whose mailing address is 2630 Sunset Blvd, Suite 100, Rocklin, California 95677, 3 ("CONTRACTOR"). 4 1. The COUNTY hereby engages the services of the CONTRACTOR, and the 5 CONTRACTOR agrees to serve COUNTY in accordance with the terms and conditions set 6 forth herein. 7 2. Work. Subject to the terms and conditions set forth in this agreement, CONTRACTOR 8 shall provide the services described in Exhibit A, attached and by this re ference 9 incorporated herein. 10 3. Price. In consideration of CONTRACTOR's fulfillment of the promised work, COUNTY shall 11 pay CONTRACTOR a maximum of $2,780,000, in accordance with Exhibit B, attached and 12 by this reference incorporated herein. The monthly rates set forth therein are subject to 13 annual increases in accordance with the methodology set forth in Exhibit B. Support to 14 COUNTY in excess of the terms of this Agreement, as deemed necessary by COUNTY, 15 will be billable to COUNTY at CONTRACTOR’s standard hourly rate subject to advance 16 written approval of COUNTY. If on-site support is required, travel time and expenses will 17 be charged in addition to the hourly rate for work on-site. 18 4. Audit by the California State Auditor. CONTRACTOR acknowledges that if the total 19 compensation under this agreement is greater than $10,000.00, this Agreement is subject 20 to the examination and audit by the California State Auditor for a period of three (3) years, 21 or for any longer period required by law, after final payment under this Agreement, 22 pursuant to California Government Code 8546.7. In order to facilitate these potential 23 examinations and audits, CONTRACTOR shall maintain, for a period of at least three (3) 24 years, or for any longer period required by law, after final payment under the contract, all 25 books, records and documentation necessary to demonstrate performance under this 26 agreement. 27 5. Changes. Changes and modifications to this Agreement may only be made by prior written 28 change order of COUNTY, accepted in writing by the CONTRACTOR, specifying such 29 change(s) including adjustment(s) to price and delivery schedule (if any), as are agreed to 30 2 of 5 by the parties hereto. In no case shall COUNTY pay for any extra work or material furnished 31 except as previously agreed upon in such a written change order. The CONTRACTOR and 32 the COUNTY shall determine whether any change or modification will cause a delay in 33 CONTRACTOR completing all work and if so, the duration of such delay. 34 6. County's Responsibility to Provide. COUNTY will provide, at its own expense, access to 35 Megabyte via Megabyte’s network or via the Internet as long as it is at acceptable speeds 36 (County minimum of T1 or business DSL speed). 37 7. No Waiver by County. Inspection of the work by the COUNTY, or the statement by any 38 officer, agent, or employee of the COUNTY, prior to written acceptance of the work or any 39 part thereof, indicating that the work or any part thereof complies with the requirements of 40 this Agreement, or the COUNTY's payment for the whole or any part of the work, or any 41 combination of these acts, shall not relieve the CONTRACTOR of obligation to fulfill this 42 Contract as prescribed. Waiver of any provision of this Agreement by the COUNTY in any 43 single instance shall not prejudice COUNTY's right to enforcement of all provisions of this 44 Agreement in any other instance. 45 8. Hold Harmless. CONTRACTOR agrees to defend, indemnify, save and hold harmless the 46 COUNTY, its officers, agents, and employees, from and against any and all claims and 47 losses whatsoever accruing or resulting to any and all persons, firms or corporations for 48 damage, injury or death as a result of negligence by CONTRACTOR in CONTRACTOR's 49 performance of this Agreement. 50 9. Patent or Copyright Infringement. 51 A. CONTRACTOR represents that the materials and products produced hereunder do 52 not violate others intellectual property rights (which include patent, copyright, 53 trademark, trade secret or other proprietary right.) In the event a claim, cause of 54 action, proceeding or other legal action should arise in which there are claims that the 55 materials and/or products infringe or violate another's intellectual property rights , 56 CONTRACTOR shall undertake to protect, defend, settle or resolve the proceeding at 57 no cost, whatsoever, to COUNTY, including, but not by way of limitation, legal fees, 58 disbursements, judgments, or the like. CONTRACTOR shall protect, defend and 59 indemnify and hold COUNTY harmless, subject only to COUNTY giving 60 CONTRACTOR prompt written notice of any such third party claim, cause of action or 61 proceedings and rendering to CONTRACTOR any reasonable information, assistance 62 or access to documents and materials required in the defense of any such cause of 63 action. 64 3 of 5 B. Should the materials and/or products in CONTRACTOR's opinion, be likely or become 65 the subject of a claim of infringement of a patent, copyright or trademark, 66 CONTRACTOR may do any of the following: (1) obtain a legally binding right for 67 COUNTY to use, at no cost to COUNTY, the material and/or product; (2) replace or 68 modify the material and/or product so that it is non-infringing yet still complies with the 69 RFP and the Contract specifications; (3) repurchase the material and/or product by 70 refunding all moneys paid by COUNTY to CONTRACTOR for the material and/or 71 product less depreciation and reasonable costs for use and such other amounts as 72 are mutually agreeable to COUNTY and CONTRACTOR. 73 10. Title to Work. Upon termination of this agreement for any reason title to, ownership of, and 74 all applicable patents, copyrights and trade secrets in the MPTS software, shall remain with 75 the CONTRACTOR as owner/holder of such patents, copyrights, and trade secrets, who 76 shall retain complete rights to market such product, and no such rights shall pass to 77 COUNTY. However, COUNTY shall receive, at no additional cost, a perpetual license to 78 use such products for its own use. 79 11. Source Code. CONTRACTOR shall place source code for the licensed software and 80 any changes thereto, into a software escrow account. COUNTY shall have access to the 81 source code in the event CONTRACTOR fails to fulfill its maintenance and support 82 obligations, or in the event of bankruptcy, dissolution, or appointment of a receiver for 83 CONTRACTOR. COUNTY shall be able to use the source code according to the terms of 84 this agreement, and must also be permitted to modify the code for its own use consistent 85 with this agreement. 86 12. Insurance. CONTRACTOR shall maintain, at CONTRACTOR's own expense during the 87 term hereof, insurance with respect to CONTRACTOR's performance of this Agreement of 88 the types and in the minimum amounts described generally as follows: 89 A. Full Workers’ Compensation and Employers’ Liability Insurance covering all 90 employees of CONTRACTOR as required by law in the State of California. 91 B. Comprehensive Public Liability Insurance or Comprehensive Liability Insurance 92 (Bodily Injury and Property Damage) of not less than One Million Dollars ($1,000,000) 93 combined single limit per occurrence (claim made). 94 C. Comprehensive Automobile Liability Insurance (Bodily Injury and Property Damage) 95 on owned, hired, leased and non owned vehicles used in conjun ction with 96 CONTRACTOR's business of not less than One Million Dollars ($1,000,000) 97 combined single limit per occurrence (claim made). 98 4 of 5 13. Proof of Insurance. Simultaneous with the execution of this Agreement, proof of the 99 aforementioned insurance shall be furnished by the CONTRACTOR to the COUNTY by 100 certificates of insurance. Such certificates shall specify that COUNTY must be given written 101 notice 30 days prior to the cancellation or modification of any such insurance. 102 14. Insurance in Force and Effect During Contract Period. The insurance specified above shall 103 be in a form and placed with an insurance company or companies satisfactory to COUNTY, 104 and shall be kept in force and effect until completion to the satisfaction and acceptance by 105 COUNTY of all work to be performed by the CONTRACTOR under this Agreement. 106 15. Confidentiality. Confidential information is defined as all information disclosed to 107 CONTRACTOR which relates to the COUNTY's past, present, and future activities, as well 108 as activities under this Contract. CONTRACTOR will hold all such information in trust and 109 confidence. Upon cancellation or expiration of this Agreement, CONTRACTOR will return 110 to COUNTY all written and descriptive matter which contains any such confidential 111 information. 112 16. Independent Contractor. CONTRACTOR shall perform this contract as an independent 113 CONTRACTOR for all purposes. CONTRACTOR is not, and shall not be deemed, a 114 COUNTY employee for any purpose, including worker’s compensation. CONTRACTOR 115 shall, at CONTRACTOR’s own risk and expense, determine the method and manner by 116 which the duties imposed on CONTRACTOR by this contract shall be performed; provided 117 that COUNTY may monitor the work performed by CONTRACTOR; and provided further 118 that CONTRACTOR shall observe and comply with all laws and rules applicable to 119 COUNTY in performing the work. CONTRACTOR, not COUNTY, shall be responsible for 120 CONTRACTOR’s negligence and that of CONTRACTOR’s agents and employees in 121 performing the work. CONTRACTOR shall be entitled to none of the benefits accorded to 122 a COUNTY employee. COUNTY shall not deduct or withhold any amounts whatsoever from 123 the compensation paid to CONTRACTOR, including but not limited to amounts required to 124 be withheld for state and federal taxes. CONTRACTOR alone shall be responsible for all 125 such payments. 126 17. Termination. The COUNTY or CONTRACTOR may terminate this agreement upon 60 days 127 written notice to the other party. 128 18. Notices. All notices provided for by this Agreement shall be in writing and may be delivered 129 by deposit in the First Class United States mail, by certified, or by registered mail, postage 130 prepaid. All notices appertaining to the provisions of this Agreement, shall be addressed 131 to CONTRACTOR's office, located at 2630 Sunset Blvd, Suite 100, Rocklin, CA 95677. 132 133 134 135 136 137 138 139 140 14 1 14 2 14 3 144 145 146 14 7 148 14 9 150 15 1 152 153 154 155 156 157 158 159 160 161 Notices to the COUNTY shall be addressed to the Director of Internal Services/Chief Information Officer. 333 W Pontiac Way , Clovis CA 93612 . Effective date of all notices shall permit a minimum of five (5) days for transit in the mail. 19 . Dispute Resolution . In the event of any dispute , claim , question , or disagreement arising from or relating to this agreement or breach thereof, the parties shall use their best efforts to settle the dispute , claim , question , or disagreement. To this effect, they shall consult and negotiate with each other in good faith and , recognizing their mutual interests , attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution with a period of 60 days , then , upon notice by either party to the other, all disputes, claims , questions , or differences shall be finally settled by arbitration. The arbitration shall be conducted by a neutral arbitrator and in accordance with California law , with the parties sharing equally the costs of arbitrat ion . Judgement on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. ATIEST: BERNICE E. SEIDEL. Cieri< Board of Supervisors By p ~ ~sb a{> Deputy COUNTY OF FRESNO , a political subdivision of the State of California By _____..:IL=-· ~---=----U---- Dated : i.f -d.-5 -(] By ~~~~~~~~~~=-----­ President "CONTRACTOR" Dated : _0_'3 __ . _'6_· _' 1 __ (\j ,u_,c:::l~S J3.E--r -;-~ • S~c::.ll.£:~'1 CJ3 . ;6,. I'J 5 o f 5 ADDENDUM TO AGREEMENT-MPTS PROPERTY TAX SYSTEM MAINTENANCE COUNTY and CONTRACTOR (Megabyte Systems , Inc.) agree that the above- referenced "Agreement" is hereby modified as follows : 1. The following terms and conditions are added to this Agreement: TERM . The term of this Agreement shall be for a period of three (3) years , commencing 30 days from the "Installation Date " ( the date the MPTS system first goes into production use by each of the County departments). This Agreement may be extended for two (2) additional consecutive twelve ( 12) month periods upon written approval of both parties no later than thirty (30) days prior to the first day of the next twelve (12) month extension period . The Director of Internal Services/Chief Information Officer or his or her designee is authorized to execute such written approval on behalf of COUNTY based on CONTRACTOR 's satisfactory performance. 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 f?isclosure Form (Exhibit 1) and submitting it to the COUNTY prior to commencing with th.e self-dealing transaction or immediately thereafter. Governing Law and Venue. This Agreement shall be deemed to be made under, and shall be governed by and construed in accordance with , the laws of the State of California . Any action brought to enforce the terms or provisions of this Agreement shall have venue in the County of Fresno , State of California. Assignment. Neither this Agreement, the License granted herein nor any other right or obligation hereunder shall be assigned , delegated or otherwise transferred by either party , without the prior written consent of the other party . Notwithstanding the preceding sentence , Contractor may assign , delegate, or otherwise transfer this Agreement, the License granted herein , and Contractor's rights and obligations hereunder to any affiliate or any successor of Contractor's business or any part thereof, w ithout the prior written consent of Customer. 1 Amendments . Th is agreement may be amended or supplemented from time to time , but only by a written instrument executed by both Customer and Contractor. As used herein , the term "Agreement" shall include any future amendments or supplements made hereto. Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing , between any of the parties herein with respect to the subject matter hereof and contains all the agreements between the parties with respect to such matter. Each party acknowledges that no representations , inducements , promises or agreements , oral or otherwise , have been made by any party , or anyone acting on behalf of any party , which are not embodied herein , and that no other agreement , statement or promise not contained in this Agreement shall be valid or binding . 2. Section 12 . Insurance is deleted in its entirety and revised to read as follows : INSURANCE . Without lim iti ng the COUNTY's right to obtain indemnification from CONTRACTOR or any third part ies , CONTRACTOR , at its sole expense , shall maintain in full force and effect , the follow ing insurance policies throughout the term of the Agreement: A) COMMERCIAL GENERAL LIABILITY Commercial General Liability Insurance w ith 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 . COUNTY may require specific coverages including completed operations , products liab ility , contractual liability , Explos ion-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 Two Hundred Fifty Thousand Dollars ($250 ,000 .00) per person , Five Hundred Thousand Dollars ($500 ,000 .00) per accident and for property damages of not less than Fifty Thousand Dollars ($50 ,000 .00), or such coverage with a combined single limit of Five Hundred Thousand Dollars ($500 ,000 .00 ). Coverage should include owned and non- owned vehicles used in connection with this Agreement. C) WORKER 'S COMPENSATION A policy of Worker's Compensation insurance as may be required by the California Labor Code. 2 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 other insurance, or self-insurance , maintained by 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 COUNTY. Within Thirty (30) days from the date CONTRACTOR executes this Agreement, CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein , to the County of Fresno , Robert Bash , Chief Information Officer, 333 W . Pontiac Way , Clovis , CA 93612 , 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 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 CONTRACTOR'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 CONTRACTOR 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 shall be purchased from companies possessing a current AM . Best, Inc. rating of A FSC VII or better. 3 1 2 3 4 5 IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year first hereinabove written . 6 Date: __ 0_3._. _,6_-_,_/~----- 7 8 Nicholas Betts, Secretary 9 Date : ___ 0_3._· _J_b_· _1 -''----- 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Megabyte, In c . 2630 Sunset Blvd, Suite 100 Rock lin , CA 95677 FOR ACCOUNTING USE ONLY FUND: 10 20 SUBCLASS: 10000 ORG NO. : 8905 ACCOUNT NO.: 7311 4 COU~~y FRESNO Brian Pacheco Chairman , Board of Supervisors Date : _......::~_-___:d--5~_-__:\_~:....__ ___ _ Bernice E. Seidel Clerk, Board of Supervisors By: ,Sv_~ ~h~ DEPUTY PA, Assessor-Recorder (ttf. APPROVED AS TO LEGAL FORM Daniel C . Cederberg County Counsel By ~~&-~~..,....__ APPROVED AS TO ACCOUNTING FORM Oscar J . Garcia , CPA Auditor -ControllerfT rea surer-Ta x Collector By : (}Pt < 4 52~ 1 of 2 EXHIBIT A SCOPE OF SERVICE MPTS maintenance support services Contractor will provide the following maintenance support services:  Hot line phone support for County’s Assessor, Tax Collector and Auditor user staff, as required, concerning the operation of the property tax system – MPTS.  Diagnosis of application problems and suggested solutions.  Application software corrections as needed by system failure to meet system requirements. This does NOT include any fixes for problems arising through alteration of the database by means other than Contractor personnel.  New State mandated change to the application of property and tax assessment statutes.  Enhancements/Upgrades to the application software at the discretion of Contractor.  Installation/Setup of application stored procedures/triggers/database-scheduled tasks when necessary.  MPTS application training classes: o Web training classes o Training materials will be posted on the Contractor website o Some sessions may be offered in house for detailed hands-on training at no cost for the session (County will be responsible for travel expenses)  Roll turnover & roll over support to accommodate County off-hour support if desired: o Contractor will optionally offer (based on County needs) roll turnover/rollover of scheduled jobs leaving reports out at the County (balancing/review is the responsibility of County) o Contractor will review for consistency and set up – completion of jobs i.e. ascertain correctness of control records, job setup, scheduling, conflicts. o Backup: 2nd copy of 601 rolls and tax rolls for 12-year history retention to be held by Contractor if requested by the County. Primary backup of the 601 roll and related system backups are County responsibilities. o Assistance with balancing property and tax assessment programs. o Assistance with producing fixes (i.e. mass roll changes) to correct erroneous assessment or tax roll results, whether due to County or Contractor actions. However, County is responsible for meeting statutory requirements and proper updating of the Megabyte Systems with all current data, such as tax rates. Assistance to fix problems caused by County failure to update base assessment data will be a billable item to the County. County will provide, at it’s own expense, access to Contractor via Contractor network or via the Internet as long as it is at acceptable speeds (County minimum of T1 or business DSL speed). County must grant Contractor full administrator rights (SA). 2 of 2 SQL server database support services Contractor will provide the following SQL sever database services:  Necessary tuning/routine maintenance/notification of service pack upgrades needed. (These must be ran by County personnel on the physical machine).  General SQL maintenance.  Monitoring of SQL logs for errors and corrective action.  Daily batch job monitoring and fixes/notification of failures.  Scheduling of overnight jobs.  Installation upgrades to SQL versions when Contractor upgrades the application software to a new version (Note: this does not include any cost associated with the purchase of SQL Server System Software – this cost is the responsibility of the County. Contractor will install it and do any necessary property system upgrades). Contractor determines the need to upgrade to a newer version of SQL.  Rebuild database(s) if necessary due solely to SQL Server generated problems. (Exclusion: If the cause is failure by the user to detect operating system errors & take corrective action or notify Contractor, then this activity will be billable to the County).  SQL Support services are for the primary and inquiry (aka backup server) servers only. County shall perform the following tasks:  Ensuring the SQL Executive and SQL Server are running and restart if necessary.  NT Server printer setup and documentation.  Monitor disk space on NT Server.  MPTS system backups.  Network problems.  Software/Hardware conflict issues.  Install SQL Server service packs when notified to do so by Contractor.  Install MPTS service packs when notified to do so by Contractor. If on-site support is required travel time and expenses will be billable to County at the standard rate for Contractor. Additional MPTS Modules to be supported (Additional as specified in Exhibit B fees will apply) Assessor/Tax Collector Public Web Access Assessor/Tax Collector Agency Web Access Tax Collector – Web bill print for Current Year/two prior years Assessor – Online Business Property Filing (0BPF) Clerk of the Board/Assessor Assessment Appeals Module (COB) Exhibit B Page 1 of 1 COMPENSATION/INVOICING. Customer agrees to pay Contractor and Contractor agrees to receive compensation as listed here: Annual Maintenance and Support Fees 1. Base System $426,000.00 2. Public Web Access $ 5,040.00 3. Agency Web Access $ 12,599.00 4. Online bill view/print $ 2,500.00 5. Online Business Property Filing $ 3,700.00 6. Assessor’s & Clerk of the Board’s Appeals Module $ 15,500.00 Total Installation and License Fees (Billed Monthly) $465,339.00 Additional Service Fees. For additional services provided by Contractor, Customer shall as compensation for such services pay to Contractor at a rate of $100.00 per hour. It is understood by both County and Contractor that the amount for additional service fees, including provision for any reimbursable travel expenses, shall be mutually agreed upon, in writing (email is acceptable). Travel shall be reimbursed at the current IRS Standard Mileage Rate for Business, Medical and Moving. All other costs associated with travel are to be reimbursed at the current GSA Per Diem Rates. Maximum compensation for Additional Services fees shall not exceed $350,000.00. Fee Changes. Contractor may increase Annual Maintenance and Support fees, including Additional Service Fee rates upon thirty (30) days’ advance written notice to Customer provided that Contractor shall not increase such fees more than once in any one year period, and provided further that each increase will be in accordance with the Consumer Price Index for the region as established by the Consumer Price Index for Pacific Cities and U.S. City Average, All Urban Consumers, unless the increase is caused by new requirements placed on the CONTRACTOR by Federal or State law or by COUNTY, or other considerations, and agreed upon by both parties . Total Contract Amount In no event shall services performed under this Agreement be in excess of $2,780,000.00. It is understood that all expenses incidental to Contractor’s performance of services under this Agreement shall be borne by Contractor. Invoices. Contractor shall submit invoices (which must reference the provided contract number), either electronically or via mail to the County of Fresno Internal Services, 333 W. Pontiac Way, Clovis, CA 93612. Customer will pay Contractor within forty-five (45) days of receipt of an approved invoice, by mail addressed to Contractor’s remittance address at 2630 Sunset Blvd Suite 100, Rocklin, CA 95677. Page 1 of 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 Exhibit 1 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 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 co rporation is a party and in which one or more of its board members 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 b ased 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). Page 2 of 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 (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: