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HomeMy WebLinkAboutAgreement A-15-108 with Mabry Inc.pdf AGREEMENT NO. 15-108 1 AGREEMENT i 2 THIS AGREEMENT is made and entered into this 24th day of March, 2015, by and I 3 between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter I 4 referred to as "COUNTY", and Mabry, Inc. dba Dynamic Legal Services whose address is 2300 5 Tulare Street, Suite 105, Fresno, California 93721, hereinafter referred to as "CONTRACTOR". 6 WITNESSETH: 7 WHEREAS, COUNTY desires to obtain the services of CONTRACTOR to serve 8 judicial process, including but not limited to, summons and complaints, notices, papers and' 9 documents (collectively"service of process"or"process serving") as required by various COUNTY 10 departments on a non-exclusive basis; 11 WHEREAS, CONTRACTOR represents that it is capable of performing all such services i 12 pursuant to the terms and conditions of this Agreement; and 13 WHEREAS, COUNTY relies upon the foregoing representations of CONTRACTOR as a 14 major inducement of entering into this Agreement, 15 NOW, THEREFORE, in consideration of the covenants and conditions of the parties herein 16 expressed, the parties agree as follows: 17 1. PROCESS SERVING SERVICES: 18 A. SERVICES AND OFFICE LOCATION CONTRACTOR agrees to provide 19 process serving services both inside and outside of the State of California to COUNTY, in 20 accordance with the terms and conditions of this Agreement and the COUNTY'S Request for 21 Proposal (RFP) No. 962-5303 dated September 10,2014 (hereinafter referred to as"COUNTY i 22 RFP"). 23 CONTRACTOR shall pick up/deliver the documents for service twice daily 24 from/to the Department of Child Support Services located at 2220 Tulare Street, Fresno, CA 25 93721. CONTRACTOR shall pick up/deliver the documents for service from/to the Department of 26 Social Services and Probation as/when requested by the Department's designated employee at 27 2135 Fresno Street, Fresno, CA 93721 and 3333 E.American Avenue, Building 702, Fresno, CA 28 93725, respectively. 4 -1- 1 B. SUCCESSFUL SERVE For any and all service of process under this 2 Agreement, CONTRACTOR agrees that: 3 1) A "successful serve" means that service of process has actually been 4 effected by CONTRACTOR in accordance with applicable legal requirements. 5 2) Its fees for service of process, herein, are based on the individual or entity 6 served at the service address/location and not on the number of papers or documents presented 7 at the time service of process is made or the number of proof of services required. 8 3) When effectuating substitute service, CONTRACTOR will take all actions 9 required by Code of Civil Procedure section 415.20 to perfect service. CONTRACTOR will 10 document for COUNTY all steps taken to perfect substitute service. No payment will be made to 11 CONTRACTOR for substitute service unless CONTRACTOR has complied with this paragraph_ 12 C. TIME OF ESSENCE CONTRACTOR understands that time is of the 13 essence in carrying out service of process, but, when possible, CONTRACTOR will make every 14 effort to consolidate all papers and documents intended for service upon the same addressee 15 to achieve the maximum cost efficiency in process delivery. CONTRACTOR also understands 16 that time is of the essence in carrying out each and every of its obligations under this 17 Agreement. 18 The CONTRACTOR, will notify and return the necessary documents to the 19 requesting County Department by the deadline date contained on the cover/face sheet of the 20 documents to be served. A fee of $25.00 per service of process will be charged to the 21 CONTRACTOR for late or no notification (past the deadline date noted on the cover/face 22 sheet). This fee will either be deducted from the next invoice or billed to the CONTRACTOR by 23 the Department. 24 2. COST OF SERVICE OF PROCESS: 25 A. CONTRACTOR shall be paid a flat rate per individual or entity successfully 26 served by CONTRACTOR within the counties of Fresno, Kings, Madera, Mariposa, and Tulare 27 referred to as the "Contractor's service area". CONTRACTOR shall not be compensated for 28 attempted services of process upon a person or entity within the CONTRACTOR's service area -2- 1 regardless of whether such service is based upon invalid address information provided by the 2 COUNTY or the number of attempted serves by CONTRACTOR. The flat rate for successful 3 serves shall be Twenty Dollars ($20.00). 4 B. GASOLINE BASE RATE During the period of time that the gasoline base rate 5 rises to $4.00 per gallon, the cost of Service of Process specified above will increase $0.25 per 6 successful serve. Any subsequent rise in the gasoline base rate in increments of$0.50 per gallon 7 above $4.00 per gallon will result in an additional $0.25 increase in the cost specified above. For 8 example: 9 Gas Price Increase Total Increase 10 $4.00 - $4.49 $ 0.25 $ 0.25 11 $4.50 - $4.99 $ 0.25 $ 0.50 12 $5.00 - $5.49 $ 0.25 $ 0.75 13 The reverse shall be true as well if gas prices subsequently drop. The base rate will be calculated 14 by using the average price of regular unleaded gasoline of any three major oil companies, at any 15 given date within the County of Fresno. 16 C. ADDITIONAL FEE FOR RUSH SERVICE For rush service of process, as 17 hereinafter defined, CONTRACTOR shall be paid a flat rate of Fifteen Dollars ($15.00). "Rush 18 service of process" is defined as a specific request by the COUNTY for service of process to be 19 effected by CONTRACTOR within one (1) week from receipt of COUNTY's written request for 20 such service. The rush service fee will apply regardless of whether the service of process was 21 successful or not. Only one rush fee will be charged regardless of the number attempts at service 22 are made on the individual/entity. 23 D. ADDITIONAL FEE FOR AFFILIATE SERVICES For each individual or entity 24 served by CONTRACTOR outside of the CONTRACTOR's service area, CONTRACTOR shall be 25 paid the actual fee charged by the process serving firm or agency to whom such papers or 26 documents are forwarded by CONTRACTOR (hereinafter referred to as "Affiliate") plus a 27 processing/surcharge fee of Fifteen Dollars ($15.00). The CONTRACTOR will notify the COUNTY 28 prior to Affiliate incurring costs if the combined costs (Affiliate fee and $15.00 -3- 1 processing/surcharge fee) will exceed Seventy Dollars ($70.00). The COUNTY has the right to 2 decline the service without incurring the fee if it so chooses. The Affiliate fee paid to 3 CONTRACTOR shall not exceed the Affiliate's customary fee charged for the same or similar 4 services to others. 5 When using an Affiliate, CONTRACTOR shall timely forward all papers and 6 documents to be served to the Affiliate. The Affiliate (including its officers, agents, employees and 7 contractors) shall be a qualified process serving firm or agency. The Affiliate shall be deemed to 8 be a subcontractor of CONTRACTOR under this Agreement. CONTRACTOR shall be 9 responsible under the terms and conditions of this Agreement for the performance or failure to 10 perform by the Affiliate as if CONTRACTOR directly provided such services. 11 CONTRACTOR shall be reimbursed by COUNTY for actual, reasonable and 12 necessary costs charged for appearance in court, when required by the court to testify as to such 13 services performed. Reimbursable costs shall include the actual, reasonable and necessary cost 14 of travel to and from court for such appearance along with any incidental expenses incurred in 15 connection therewith. 16 E. DUE DILIGENCE For any and all service of process under this Agreement, 17 CONTRACTOR shall make its best, repeated and diligent attempts (including conducting a due 18 search and careful inquiry concerning the whereabouts of the person or entity to be served) to 19 effect service until service is successfully completed at valid address(es) within the time specified 20 by the requesting user COUNTY Department, or if no time for service is specified by the 21 requesting user COUNTY Department, then within a reasonable time following such request for 22 service. CONTRACTOR shall use all lawful means available to CONTRACTOR in attempting to 23 effect service of process. If CONTRACTOR is unable to effect service at an address given by the 24 requesting user COUNTY department within the time that such County department requests 25 CONTRACTOR to perform service, or if no time for service is specified, then within a reasonable 26 time following such request for service, CONTRACTOR shall request such COUNTY department 27 to provide additional information regarding the whereabouts of the individual or entity to be served. 28 Within thirty (30) days following the date that CONTRACTOR requests such COUNTY department -4- 1 to provide additional information regarding the whereabouts of the individual or entity to be served, 2 COUNTY shall provide only that information, if any, which COUNTY may have concerning the 3 whereabouts of such individual or entity and shall specify a new time within which such services 4 shall be performed, provided, however, that COUNTY shall not be required to conduct an 5 investigation to determine the whereabouts of such individual or entity. Notwithstanding anything 6 else stated to the contrary, CONTRACTOR's obligation to perform service of process shall 7 continue as long as the COUNTY user department provides CONTRACTOR with information 8 concerning the whereabouts of the individual or entity to be served. 9 F. FORMS CONTRACTOR agrees to furnish to the requesting user COUNTY 10 department, by the date noted on the face/cover sheet requesting Service of Process services 11 from CONTRACTOR, a fully-executed proof of service showing the date, time, location and name 12 of person or entity successfully served or a "non service return" (i.e., a report to the effect that after 13 due search, careful inquiry and diligent attempts to serve process, the person or entity was not 14 found by the CONTRACTOR at the address given by the COUNTY) return showing the date, time 15 and location of all attempts at service. Notwithstanding the foregoing, for those services of process 16 governed by California Welfare and Institutions Code Section 11478(b)(3), CONTRACTOR shall 17 report such foregoing information as required by said code section. 18 In addition, the CONTRACTOR shall submit to each user COUNTY 19 department, along with each of the CONTRACTOR's monthly billing statements, a monthly activity 20 log statement containing the following information: 21 The identity of each person that the COUNTY user department requested the 22 CONTRACTOR to serve for that month, and any carryover person who COUNTY has, in a 23 previous month, requested the CONTRACTOR to serve and such person remains unserved for 24 that month or has been served that month. CONTRACTOR shall set forth the name of the person 25 to be served, the date that CONTRACTOR first received a request by COUNTY to serve such 26 person, the CONTRACTOR's vendor reference number, and court case number; the status of 27 such matter (i.e., whether the person was successfully served) or was not served during that 28 month; and, if not served, whether such case still remains in process pursuant to Section 2. E. -5- 1 (DUE DILIGENCE), of this Agreement or is the subject of invalid address. 2 At any time during the term of this Agreement, the COUNTY may, and the 3 CONTRACTOR shall be required, in addition to the CONTRACTOR's obligations under this 4 Agreement, to provide any such reports and documentation as are deemed necessary by any 5 COUNTY user department to substantiate the CONTRACTOR's service levels under this 6 Agreement, at no charge to the COUNTY. 7 3. TERM: 8 This Agreement shall become effective on the 1st day of April, 2015 for a 9 term of three (3) years, and may be renewed by COUNTY for a maximum of two (2), one (1) 10 year periods upon provision of written notice by the Director of the Department of Child Support 11 Services or his/her designee. 12 4. TERMINATION: 13 A. Non-Allocation of Funds - The terms of this Agreement, and the services to be 14 provided thereunder, are contingent on the approval of funds by the appropriating government 15 agency. Should sufficient funds not be allocated, the services provided may be modified, or this 16 Agreement terminated, at any time by giving the CONTRACTOR thirty (30) days advance written 17 notice. 18 B. Breach of Contract- The COUNTY may immediately suspend or terminate this 19 Agreement in whole or in part, where in the determination of the COUNTY there is: 20 1) An illegal or improper use of funds; 21 2) A failure to comply with any term of this Agreement; 22 3) A substantially incorrect or incomplete report submitted to the COUNTY; 23 4) Improperly performed service. 24 In no event shall any payment by the COUNTY constitute a waiver by the COUNTY 25 of any breach of this Agreement or any default which may then exist on the part of the 26 CONTRACTOR. Neither shall such payment impair or prejudice any remedy available to the 27 COUNTY with respect to the breach or default. The COUNTY shall have the right to demand of 28 the CONTRACTOR the repayment to the COUNTY of any funds disbursed to the CONTRACTOR -6- 1 under this Agreement, which in the judgment of the COUNTY were not expended in accordance 2 with the terms of this Agreement. The CONTRACTOR shall promptly refund any such funds upon 3 demand. 4 C. Without Cause - Under circumstances other than those set forth above, this 5 Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written 6 notice of an intention to terminate to CONTRACTOR. 7 5. COMPENSATION/INVOICING: 8 In no event shall services performed under this Agreement be in excess of Three 9 Hundred Thousand Dollars ($300,000) for any one year period (April 15t through March 31s). It 10 is understood that all expenses incidental to CONTRACTOR'S performance of services under 11 this Agreement shall be borne by CONTRACTOR. CONTRACTOR agrees to submit to each 12 County department receiving services under this Agreement, within fifteen (15) calendar days 13 after the close of a month in which services is performed, a monthly billing statement and 14 invoices reflecting the services rendered. Said invoice shall include each service charged with 15 the name of the individual served, reference number, fee charged and a consolidated monthly 16 statement. All invoices shall be submitted in duplicate. COUNTY will pay CONTRACTOR within 17 forty-five (45) days from date of receipt of invoice by the COUNTY. 18 6. INDEPENDENT CONTRACTOR: 19 In performance of the work, duties and obligations assumed by CONTRACTOR 20 under this Agreement, it is mutually understood and agreed that CONTRACTOR, including any 21 and all of the CONTRACTOR'S officers, agents, and employees will at all times be acting and 22 performing as an independent contractor, and shall act in an independent capacity and not as an 23 officer, agent, servant, employee, joint venturer, partner, or associate of the COUNTY. 24 Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method 25 by which CONTRACTOR shall perform its work and function. However, COUNTY shall retain the 26 right to administer this Agreement so as to verify that CONTRACTOR is performing its obligations 27 in accordance with the terms and conditions thereof. 28 CONTRACTOR and COUNTY shall comply with all applicable provisions of law and -7- 1 the rules and regulations, if any, of governmental authorities having jurisdiction over matters the 2 subject thereof. 3 Because of its status as an independent contractor, CONTRACTOR shall have 4 absolutely no right to employment rights and benefits available to COUNTY employees. 5 CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its 6 employees all legally-required employee benefits. In addition, CONTRACTOR shall be solely 7 responsible and save COUNTY harmless from all matters relating to payment of 8 CONTRACTOR'S employees, including compliance with Social Security withholding and all other 9 regulations governing such matters. It is acknowledged that during the term of this Agreement, 10 CONTRACTOR may be providing services to others unrelated to the COUNTY or to this 11 Agreement. 12 7. MODIFICATION: 13 Any matters of this Agreement may be modified from time to time by the written 14 consent of all the parties without, in any way, affecting the remainder. 15 8. NON-ASSIGNMENT: 16 Neither party shall assign, transfer or sub-contract this Agreement nor their rights or 17 duties under this Agreement without the prior written consent of the other party. 18 9. HOLD HARMLESS: 19 CONTRACTOR agrees to indemnify, save, hold harmless, and 20 at COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any and all 21 costs and expenses, damages, liabilities, claims, and losses occurring or resulting to COUNTY in 22 connection with the performance, or failure to perform, by CONTRACTOR, its officers, agents, or 23 employees under this Agreement, and from any and all costs and expenses, damages, liabilities, 24 claims, and losses occurring or resulting to any person, firm, or corporation who may be injured 25 or damaged by the performance, or failure to perform, of CONTRACTOR, its officers, agents, or 26 employees under this Agreement. 27 10. INSURANCE: 28 Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR -8- 1 or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the 2 following insurance policies or a program of self-insurance, including but not limited to, an 3 insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the term of the 4 Agreement: 5 A. Commercial General Liabilitv 6 Commercial General Liability Insurance with limits of not less than One Million 7 Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million Dollars ($2,000,000). 8 This policy shall be issued on a per occurrence basis. COUNTY may require specific coverages 9 including completed operations, products liability, contractual liability, Explosion-Col lapse- 10 Underground, fire legal liability or any other liability insurance deemed necessary because of the 11 nature of this contract. 12 B. Automobile Liabilitv 13 Comprehensive Automobile Liability Insurance with limits for bodily injury of not 14 less than Two Hundred Fifty Thousand Dollars ($250,000.00) per person, Five Hundred Thousand 15 Dollars ($500,000.00) per accident and for property damages of not less than Fifty Thousand 16 Dollars ($50,000.00), or such coverage with a combined single limit of Five Hundred Thousand 17 Dollars ($500,000.00). Coverage should include owned and non-owned vehicles used in 18 connection with this Agreement. 19 C. Professional Liability 20 If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., 21 L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less 22 than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) 23 annual aggregate. 24 D. Worker's Compensation 25 A policy of Worker's Compensation insurance as may be required by the 26 California Labor Code. 27 CONTRACTOR shall obtain endorsements to the Commercial General Liability 28 insurance naming the County of Fresno, its officers, agents, and employees, individually and -9- 1 collectively, as additional insured, but only insofar as the operations under this Agreement are 2 concerned. Such coverage for additional insured shall apply as primary insurance and any other 3 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall be 4 excess only and not contributing with insurance provided under CONTRACTOR's policies herein. 5 This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance 6 written notice given to COUNTY. 7 Within Thirty (30) days from the date CONTRACTOR signs and executes this 8 Agreement, CONTRACTOR shall provide certificates of insurance and endorsement as stated 9 above for all of the foregoing policies, as required herein, to the County of Fresno, Department of 10 Child Support Services, 2220 Tulare St., Suite 1800, Fresno, CA 93721, stating that such 11 insurance coverage have been obtained and are in full force; that the County of Fresno, its 12 officers, agents and employees will not be responsible for any premiums on the policies; that such 13 Commercial General Liability insurance names the County of Fresno, its officers, agents and 14 employees, individually and collectively, as additional insured, but only insofar as the operations 15 under this Agreement are concerned; that such coverage for additional insured shall apply as 16 primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its 17 officers, agents and employees, shall be excess only and not contributing with insurance provided 18 under CONTRACTOR's policies herein; and that this insurance shall not be cancelled or changed 19 without a minimum of thirty (30) days advance, written notice given to COUNTY. 20 In the event CONTRACTOR fails to keep in effect at all times insurance 21 coverage as herein provided, the COUNTY may, in addition to other remedies it may have, 22 suspend or terminate this Agreement upon the occurrence of such event. 23 All policies shall be issued by admitted insurers licensed to do business in the 24 State of California, and such insurance shall be purchased from companies possessing a current 25 A.M. Best, Inc. rating of A FSC VII or better. 26 11. AUDITS AND INSPECTIONS: 27 The CONTRACTOR shall at any time during business hours, and as often as the 28 COUNTY may deem necessary, make available to the COUNTY for examination all of its records -10- 1 and data with respect to the matters covered by this Agreement. The CONTRACTOR shall, upon 2 request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data 3 necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement. 4 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall 5 be subject to the examination and audit of the Auditor General for a period of three (3) years after 6 final payment under contract (Government Code Section 8546.7). 7 12. NOTICES: 8 The persons and their addresses having authority to give and receive notices under 9 this Agreement include the following: 10 COUNTY CONTRACTOR Dept. of Child Support Services Mabry, Inc. dba Dynamic Legal 11 Services 12 Kari Gilbert, Director VickVHoffman, 2220 Tulare St., Suite 1900 2300 Tulare St., Suite 105 13 Fresno, CA 93721 Fresno, CA 93721 14 Any and all notices between the COUNTY and the CONTRACTOR provided for or 15 permitted under this Agreement or by law shall be in writing and shall be deemed duly served 16 when personally delivered to one of the parties, or in lieu of such personal services, when 17 deposited in the United States Mail, postage prepaid, addressed to such party. 18 13. GOVERNING IAW: 19 Venue for any action arising out of or related to this Agreement shall only be in 20 Fresno County, California. 21 The rights and obligations of the parties and all interpretation and performance of 22 this Agreement shall be governed in all respects by the laws of the State of California. 23 14. DISCLOSURE OF SELF-DEALING TRANSACTIONS: 24 This provision is only applicable if the CONTRACTOR is operating as a corporation 25 (a for-profit or non-profit corporation) or if during the term of the agreement, the CONTRACTOR 26 changes its status to operate as a corporation. 27 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing 28 transactions that they are a party to while CONTRACTOR is providing goods or performing -11- 1 services under this agreement. A self-dealing transaction shall mean a transaction to which the 2 CONTRACTOR is a party and in which one or more of its directors has a material financial 3 interest. Members of the Board of Directors shall disclose any self-dealing transactions that they 4 are a party to by completing and signing a Self-Dealing Transaction Disclosure Form, attached 5 hereto as Exhibit A and incorporated herein by reference, and submitting it to the COUNTY prior 6 to commencing with the self-dealing transaction or immediately thereafter. 7 15. ENTIRE AGREEMENT: 8 This Agreement constitutes the entire agreement between the CONTRACTOR and 9 COUNTY with respect to the subject matter hereof and supersedes all previous Agreement 10 negotiations, proposals, commitments, writings, advertisements, publications, and understanding 11 of any nature whatsoever unless expressly included in this Agreement. 12 // 13 // 14 // 15 // 16 // 17 // 18 // 19 // 20 21 22 // 23 // 24 // 25 // 26 // 27 // 28 -12- a I_ 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and 2 year f' hereinabove written. 3 C TR CTOR C UNTY OF FRES 4 uthorized Signature) Deborah A. Poochigian, Chair n, � 5 14 I Board of Supervisors 6 V) Print Name itle �� ATTEST: 7 BERNICE E.SEIDEL, Clerk Board of Supervisors 8 �� 1 By 9 Mailing Address Deputy 10 DATE: DATE: a.� [5 11 12 REVIEWED & RECOMMENDED FOR APPROVAL 13 rAIQ& 14 ilbe , irector D a ment of Child Support Services 15 APPR D AS T L GAL FORM 16 17 Dani C. Cederborg, Cou ty C n el elfino E. Neira, Dire c or Department of Social Services 7 18 19 APPROVED AS TO ACCOUNTING FORM j 20 1 Rick Chavez, Chief Probation Officer Vicki Crow, Auditor-C�r/Treasurer-Tax 21 Collector 22 23 FOR ACCOUNTING USE ONLY: 24 Account No. 7295 Fund: 0001 25 Subclass 10000 i 26 Department of Child Support Services ORG 5110 ' Probation ORG 3430 27 Department of Social Services ORG 5610 28 -13- 1 EXHIBIT A-SELF-DEALING TRANSACTION DISCLOSURE FORM 2 In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members of a 3 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- 4 dealing transaction is defined below: 5 "A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of 6 its directors has a material financial interest" 7 The definition above will be utilized for purposes of completing this disclosure form. 8 g INSTRUCTIONS 10 (1) Enter board member's name,job title (if applicable), and date this disclosure is being made. 11 (2) Enter the board member's company/agency name and address. 12 (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a 13 minimum, include a description of the following: 14 a. The name of the agency/company with which the corporation has the transaction; and 15 b. The nature of the material financial interest in the Corporation's transaction that the board member has. 16 (4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the 17 Corporations Code. 18 Form must be signed by the board member that is involved in the self-dealing transaction described in 19 Sections (3) and (4). 20 21 22 23 24 25 26 27 28 -14- 1 (1)Company Board Member Information: 2 Name: Date: Job Title: 3 (2)Company/Agency Name and Address: 4 5 6 7 8 (3)Disclosure(Please describe the nature of the self-dealing transaction you are a party to): 9 10 11 12 13 14 15 16 17 18 19 (4)Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233(a): 20 21 22 23 24 25 26 (5)Authorized Signature Signature: Date: 27 28 -15-