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HomeMy WebLinkAboutAgreement A-19-285 with Occu-Med LTD.pdf Agreement No. 19-285 1 AGREEMENT 2 THIS AGREEMENT is made and entered into this 18L day of June, 2019, by and between 3 the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as 4 "COUNTY", and Occu-Med, Ltd., a Delaware corporation, whose address is 2121 West Bullard Avenue, 5 Fresno, CA 93711, hereinafter referred to as "CONTRACTOR". 6 WITNESSETH: 7 WHEREAS, COUNTY is in need of DMV, pre-employment, and periodic medical screening 8 and evaluation services to be conducted by qualified licensed Physicians as required by the State of 9 California; and 10 WHEREAS, COUNTY sought bids for the provision of these medical screening and evaluation 11 services by issuing Request for Proposal (RFP) No. 19-047; and 12 WHEREAS, CONTRACTOR submitted a response to RFP No. 19-047, representing it is 13 qualified and willing to provide such services pursuant to the terms and conditions of this Agreement. 14 NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein 15 contained, the parties hereto agree as follows: 16 1. OBLIGATIONS OF THE CONTRACTOR 17 A. CONTRACTOR shall perform all services and fulfill responsibilities as identified in 18 COUNTY'S Request for Proposal (RFP) No. 19-047, dated February 1, 2019 and ADDENDUM ONE, dated 19 February 15, 2019, and CONTRACTOR'S response to said RFP, dated February 28, 2019, all incorporated 20 herein by reference and made part of this Agreement. In the event of any inconsistency among these 21 documents, the inconsistency shall be resolved by giving precedence in the following order of priority: 1)to 22 this Agreement, including Exhibit"A", 2) to the RFP, and 3)to the Responses to the RFP. A copy of 23 COUNTY's RFP No 19-047, and CONTRACTOR's responses, shall be retained by COUNTY's Human 24 Resources Department, and made available during the term of this Agreement. 25 B. CONTRACTOR shall maintain and develop, when necessary, medical standards 26 and/or guidelines for each job classification upon the request of COUNTY's Department of Human 27 Resources. 28 C. CONTRACTOR shall schedule and conduct DMV, pre-employment, and periodic -1- 1 medical exams and provide medical recommendations for each examination upon the request of 2 COUNTY's Department of Human Resources. Medical examinations shall be scheduled within ten (10) 3 COUNTY business days from the date of the request, unless otherwise agreed upon, in writing, by 4 COUNTY's Department of Human Resources Director or designee and CONTRACTOR. 5 D. CONTRACTOR shall provide a medical recommendation for each examination 6 within three (3) COUNTY business days from the date of medical exam and shall seek out additional 7 information from candidates whose recommendations are not immediately medically qualified (also known 8 as RDQA services). 9 E. CONTRACTOR shall ensure that their staff have and shall maintain appropriate 10 licensure to perform the medical examinations as required by the State of California. 11 F. CONTRACTOR shall ensure a licensed physician performs the medical 12 examinations as required by the State of California or other regulations/statues. As allowable when 13 examinations are conducted by staff other than licensed physicians, they must be under a licensed 14 physicians supervision. In such cases, the medical examination reports must be reviewed and signed by a 15 licensed physician. 16 G. CONTRACTOR shall use all forms and instructions as specified in RFP No. 19- 17 047 in conducting the pre-employment, DMV, and periodic examinations consistent with COUNTY's 18 medical standards, guidelines and evaluations. 19 H. CONTRACTOR shall ensure all COUNTY employees and candidates with 20 scheduled appointments are examined in a timely manner. Waiting time for each employee to be seen by 21 the examining staff shall not exceed thirty (30) minutes from their scheduled appointment time. 22 I. CONTRACTOR shall ensure that any services provided at more than one facility 23 will provide for the examinee to travel only a short distance to receive all required tests. In the event 24 examinees are required to travel to another facility, every effort shall be made to have everything completed 25 on the same day (immediately following the initially scheduled appointment, with the exception of 26 components that require follow up, such as TB Skin Testing results). 27 J. CONTRACTOR shall forward the applicable completed medical examination 28 forms and any additional required paperwork and x-ray, lab tests, etc. for interpretation/recommendation to -2- 1 medical standards staff, within two (2) County business days. 2 K. CONTRACTOR shall perform medical examinations in accordance with the 3 general outline (including the Scope of Work section) as specified in RFP No. 19-047, as well as any 4 specialized training provided by CONTRACTOR'S medical standards administrator staff. CONTRACTOR 5 shall at all times conduct such examinations in a professional and courteous manner. 6 L. CONTRACTOR shall perform medical examinations, pursuant to the terms of this 7 Agreement, for classifications not listed in Exhibit A, when County has adopted newly created medical 8 exam profiles and COUNTY and CONTRACTOR have agreed in writing to the cost of the new exams. The 9 Department of Human Resources Director, or designee, shall have the authority to agree to the addition of 10 exams and their cost to this Agreement. The addition of these new exams and their costs shall in no event 11 result in a change in this Agreement's total not to exceed amount set forth in Section 5. 12 2. OBLIGATIONS OF THE COUNTY 13 A. COUNTY's Department of Human Resources shall provide CONTRACTOR 14 appropriate notification for scheduling medical examinations, including employee or candidate name,job 15 classification and type of examination to be performed. 16 3. TERM 17 The term of this Agreement shall be for a period of three (3)years, commencing on 18 the 1st day of July, 2019 through and including the 30th day of June, 2022. This Agreement may be 19 extended for two (2)additional consecutive twelve (12) month periods upon written approval of both parties 20 no later than thirty (30) days prior to the first day of the next twelve (12) month extension period. The 21 Director of Human Resources or his or her designee is authorized to execute such written approval on 22 behalf of COUNTY based on CONTRACTOR'S satisfactory performance. 23 4. TERMINATION 24 A. Non-Allocation of Funds -The terms of this Agreement, and the services to be 25 provided hereunder, are contingent on the approval of funds by the appropriating government agency. 26 Should sufficient funds not be allocated, the services provided may be modified, or this Agreement 27 terminated, at any time by giving the CONTRACTOR thirty (30)days advance written notice. 28 B. Breach of Contract-The COUNTY may immediately suspend or terminate this -3- 1 Agreement in whole or in part, where in the determination of the COUNTY there is: 2 1) An illegal or improper use of funds; 3 2) A failure to comply with any term of this Agreement; 4 3) A substantially incorrect or incomplete report submitted to the COUNTY; 5 4) Improperly performed service. 6 In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any 7 breach of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither 8 shall such payment impair or prejudice any remedy available to the COUNTY with respect to the breach or 9 default. The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the 10 COUNTY of any funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of 11 the COUNTY were not expended in accordance with the terms of this Agreement. The CONTRACTOR 12 shall promptly refund any such funds upon demand. 13 C. Without Cause - Under circumstances other than those set forth above, this 14 Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written notice of an 15 intention to terminate to CONTRACTOR. 16 5. COMPENSATION/INVOICING: COUNTY agrees to pay CONTRACTOR and 17 CONTRACTOR agrees to receive compensation at the rates identified on Exhibit"A", attached hereto and 18 by this reference incorporated herein. CONTRACTOR shall submit monthly invoices to the County of 19 Fresno Department of Human Resources, 2220 Tulare Street, 14th Floor, Fresno, CA 93721, Attn: 20 Employment Services. CONTRACTOR shall submit invoices in accordance with RFP No. 19-047. 21 In no event shall services performed under this Agreement be in excess of One 22 Hundred and Eighty-Seven Thousand Dollars and No/100 Dollars ($187,000) annually for each twelve (12) 23 month period during the potential five year term of this Agreement, as set forth in Section 3. It is 24 understood that all expenses incidental to CONTRACTOR'S performance of services under this Agreement 25 shall be borne by CONTRACTOR. Payments by County shall be in arrears, within forty-five (45) days after 26 receipt and verification of CONTRACTORS' invoices by COUNTY, for services provided during the 27 preceding month. If an invoice submitted by the CONTRACTOR contains discrepancies/inaccuracies, it will 28 not be processed. The CONTRACTOR will be required to submit a revised and accurate invoice for -4- 1 payment to be processed. 2 6. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations 3 assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that 4 CONTRACTOR, including any and all of the CONTRACTOR'S officers, agents, and employees will at all 5 times be acting and performing as an independent contractor, and shall act in an independent capacity and 6 not as an officer, agent, servant, employee,joint venturer, partner, or associate of the COUNTY. 7 Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method by which 8 CONTRACTOR shall perform its work and function. However, COUNTY shall retain the right to administer 9 this Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the 10 terms and conditions thereof. 11 CONTRACTOR and COUNTY shall comply with all applicable provisions of law and 12 the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject 13 thereof. 14 Because of its status as an independent contractor, CONTRACTOR shall have 15 absolutely no right to employment rights and benefits available to COUNTY employees. CONTRACTOR 16 shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required 17 employee benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless 18 from all matters relating to payment of CONTRACTOR'S employees, including compliance with Social 19 Security withholding and all other regulations governing such matters. It is acknowledged that during the 20 term of this Agreement, CONTRACTOR may be providing services to others unrelated to the COUNTY or 21 to this Agreement. 22 7. MODIFICATION: Any matters of this Agreement may be modified from time to time 23 by the written consent of all the parties without, in any way, affecting the remainder. 24 8. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this 25 Agreement nor their rights or duties under this Agreement without the prior written consent of the other 26 party. 27 9. HOLD HARMLESS: CONTRACTOR agrees to indemnify, save, hold harmless, and 28 at COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any and all costs and -5- 1 expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or 2 resulting to COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its 3 officers, agents, or employees under this Agreement, and from any and all costs and expenses (including 4 attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm, 5 or corporation who may be injured or damaged by the performance, or failure to perform, of 6 CONTRACTOR, its officers, agents, or employees under this Agreement. 7 10. INSURANCE 8 Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or 9 any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following 10 insurance policies or a program of self-insurance, including but not limited to, an insurance pooling 11 arrangement or Joint Powers Agreement (JPA)throughout the term of the Agreement. 12 A. Commercial General Liabilitv 13 Commercial General Liability Insurance with limits of not less than Two Million 14 Dollars ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000). This 15 policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including 16 completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal 17 liability or any other liability insurance deemed necessary because of the nature of this contract. 18 B. Automobile Liabilitv 19 Comprehensive Automobile Liability Insurance with limits of not less than One 20 Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should 21 include any auto used in connection with this Agreement. 22 C. Professional Liabilitv 23 If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., 24 L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One 25 Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. 26 This coverage shall be issued on a per claim basis. Contractor agrees that it shall maintain, at its sole 27 expense, in full force and effect for a period of three years following the termination of this Agreement, one 28 or more policies of professional liability insurance with limits of coverage as specified herein. -6- 1 D. Worker's Compensation 2 A policy of Worker's Compensation insurance as may be required by the California 3 Labor Code. 4 Additional Requirements Relating to Insurance 5 CONTRACTOR shall obtain endorsements to the Commercial General Liability 6 insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as 7 additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage 8 for additional insured shall apply as primary insurance and any other insurance, or self-insurance, 9 maintained by COUNTY, its officers, agents and employees shall be excess only and not contributing with 10 insurance provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or 11 changed without a minimum of thirty(30) days advance written notice given to COUNTY. 12 CONTRACTOR hereby waives its right to recover from COUNTY, its officers, 13 agents, and employees any amounts paid by the policy of worker's compensation insurance required by 14 this Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be 15 necessary to accomplish such waiver of subrogation, but CONTRACTOR's waiver of subrogation under 16 this paragraph is effective whether or not CONTRACTOR obtains such an endorsement. 17 Within Thirty(30)days from the date CONTRACTOR signs and executes this 18 Agreement, CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all 19 of the foregoing policies, as required herein, to the County of Fresno, (Paul Nerland, Director of Human 20 Resources, 2220 Tulare Street, 14t" Floor, Fresno, CA 93721), stating that such insurance coverage have 21 been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be 22 responsible for any premiums on the policies; that for such worker's compensation insurance the 23 CONTRACTOR has waived its right to recover from the COUNTY, its officers, agents, and employees any 24 amounts paid under the insurance policy and that waiver does not invalidate the insurance policy; that such 25 Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, 26 individually and collectively, as additional insured, but only insofar as the operations under this Agreement 27 are concerned; that such coverage for additional insured shall apply as primary insurance and any other 28 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees, shall be excess -7- 1 only and not contributing with insurance provided under CONTRACTOR' policies herein; and that this 2 insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice 3 given to COUNTY. 4 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as 5 herein provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this 6 Agreement upon the occurrence of such event. 7 All policies shall be issued by admitted insurers licensed to do business in the State of 8 California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. 9 rating of A FSC VII or better. 10 11. AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during business 11 hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for examination 12 all of its records and data with respect to the matters covered by this Agreement. The CONTRACTOR 13 shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data 14 necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement. 15 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be 16 subject to the examination and audit of the Auditor General for a period of three (3)years after final 17 payment under contract (Government Code Section 8546.7). 18 12. NOTICES: The persons and their addresses having authority to give and receive 19 notices under this Agreement include the following: 20 COUNTY CONTRACTOR COUNTY OF FRESNO Occu-Med, LTD 21 Department of Human Resources 2121 West Bullard Ave. 2220 Tulare Street, 14`" Floor Fresno, CA 93711 22 Fresno, CA 93721 23 All notices between the COUNTY and the CONTRACTOR provided for or permitted 24 under this Agreement must be in writing and delivered either by personal service, by first-class United 25 States mail, by an overnight commercial courier service, or by telephonic facsimile transmission. A notice 26 delivered by personal service is effective upon service to the recipient. A noticed delivered by first-class 27 United States mail is effective three COUNTY business days after deposit in the United States mail, 28 postage prepaid, addressed to the recipient. A notice delivered by an overnight commercial courier service -8- 1 is effective one COUNTY business day after deposit with the overnight commercial courier service, deliver 2 fees prepaid, with deliver instructions given for the next day delivery, addressed to the recipient. A noticed 3 delivered by telephonic facsimile is effective when transmission to the recipient is completed (but, if such 4 transmission is completed outside of COUNTY business hours, then such delivery shall be deemed to be 5 effective at the next beginning of a COUNTY business day), provided that the sender maintains a machine 6 record of the completed transmission. For all claims arising out of or related to this Agreement, nothing in 7 this section establishes, waives, or modifies any claims presentation requirements or procedures provided 8 by law, including but not limited to the Government Claims Act(Division 3.6 of Title 1 of the Government 9 Code, beginning with section 810). 10 13. GOVERNING LAW: Venue for any action arising out of or related to this Agreement 11 shall only be in Fresno County, California. 12 The rights and obligations of the parties and all interpretation and performance of this 13 Agreement shall be governed in all respects by the laws of the State of California. 14 14. DISCLOSURE OF SELF-DEALING TRANSACTIONS 15 This provision is only applicable if the CONTRACTOR is operating as a corporation 16 (a for-profit or non-profit corporation) or if during the term of the agreement, the CONTRACTOR 17 changes its status to operate as a corporation. 18 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing 19 transactions that they are a party to while CONTRACTOR is providing goods or performing services 20 under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR 21 is a party and in which one or more of its directors has a material financial interest. Members of the 22 Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and 23 signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit "B" and incorporated 24 herein by reference, and submitting it to the COUNTY prior to commencing with the self-dealing 25 transaction or immediately thereafter. 26 15. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between 27 the CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous 28 Agreement negotiations, proposals, commitments, writings, advertisements, publications, and -9- I e I i 1 understanding of any nature whatsoever unless expressly included in this Agreement. i 2 16. CONFIDENTIALITY I 3 All services performed by CONTRACTOR under this Agreement shall be in strict conformance 4 with all applicable Federal, State of California and/or local laws and regulations relating to confidentiality. 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and I 6 year first hereinabove written. I 7 ¢FONT CT R COUNTY OF FRESNO ut orl d Sign ture) Nathan Magsig, Chairman of the Board of j 9 Supervisors of the County of Fresno 10 -3AMOVS, d••..� j P SOA) 11 Jfm Johnson, President I 12 (Authorized Signature) ATTEST: 13 Bernice E. Seidel � 14 Clerk of the Board of Supervisors Devonna M. Kaji, M.D. Corporate Secretary County of Fresno, State of California 15 Mailing Address 16 2121 W. Bullard Avenue By: Fresno, CA 93711 17 Dp 18 Deputy r i 19 20 FOR ACCOUNTING USE ONLY: Fund/Subclass: 0001/10000 21 ORG No.: 10100400 Account No.: 7295 22 i 23 I 24 } 25 26 27 28 .ip EXHIBIT "A" Cost of Services Medical Examinations Cost per exam based on components of specific examination outlines (refer to Attachment "A" of RFP 19-047 dated February 1, 2019) Service Year 1 Year 2 Year 3 Year 4 Year 5 Pre-Placement Chief Probation Officer $516.22 $516.22 $516.22 $531.71 $531.71 Probation Division Director $516.22 $516.22 $516.22 $531.71 $531.71 Probation Services Manager $516.22 $516.22 $516.22 $531.71 $531.71 Deputy Probation Officer III/IV $516.22 $516.22 $516.22 $531.71 $531.71 Deputy Probation Officer 1 $516.22 $516.22 $516.22 $531.71 $531.71 Supervising Juvenile Correctional $516.22 $516.22 $516.22 $531.71 $531.71 Officer Senior Juvenile Correctional Officer $516.22 $516.22 $516.22 $531.71 $531.71 Juvenile Correctional Officer II $516.22 $516.22 $516.22 $531.71 $531.71 Juvenile Correctional Officer 1 $516.22 $516.22 $516.22 $531.71 $531.71 Sheriffs Captain $516.22 $516.22 $516.22 $531.71 $531.71 Sheriffs Lieutenant $516.22 $516.22 $516.22 $531.71 $531.71 Sheriffs Sergeant $516.22 $516.22 $516.22 $531.71 $531.71 Deputy Sheriff III $516.22 $516.22 $516.22 $531.71 $531.71 Deputy Sheriff II $516.22 $516.22 $516.22 $531.71 $531.71 Deputy Sheriff 1 $516.22 $516.22 $516.22 $531.71 $531.71 Reserve officer $454.99 $454.99 $454.99 $468.64 $468.64 Uniform Field Division Reserve Deputy $516.22 $516.22 $516.22 $531.71 $531.71 Sheriff UFD Reserve Deputy Sheriff(Special Guard $516.22 $516.22 $516.22 $531.71 $531.71 -108 Communications Dispatcher $133.09 $133.09 $133.09 $137.08 $137.08 Community Service Officer $194.32 $194.32 $194.32 $200.15 $200.15 Correctional Officer Lieutenant $516.22 $516.22 $516.22 $531.71 $531.71 Correctional Officer sergeant $516.22 $516.22 $516.22 $531.71 $531.71 Correctional Officer IV $516.22 $516.22 $516.22 $531.71 $531.71 Correctional Officer 1/II/III $516.22 $516.22 $516.22 $531.71 $531.71 Supervising District Attorney $351.22 $351.22 $351.22 $361.76 $361.76 Investigator District Attorney Investigator I/II/Sr $536.22 $536.22 $536.22 $552.31 $552.31 Deputy Coroner 1 $214.32 $214.32 $214.32 $220.75 $220.75 Forensic Autopsy Technician $214.32 $214.32 $214.32 $220.75 $220.75 DMV $80.50 $80.50 $80.50 $82.92 $82.92 Periodic Same as Pre- Same as Pre- Same as Pre- Same as Pre- Same as Pre- Placement for Placement for Placement for Placement for Placement for classifications classifications classifications classifications classifications identified identified identified identified identified above above above above above Medical Examination Review Service Year 1 Year 2 Year 3 Year 4 Year 5 Pre-Placement $70 $70 $70 $70 $70 DMV $40 $40 $40 $40 $40 Periodic $70 $70 $70 $70 $70 Medical Profiles/Screening Guidelines Service Year 1 Year 2 Year 3 Year 4 Year 5 Job Analysis $1000/day $1000/day $1000/day $1000/day $1000/day Additional Services Service Year 1 Year 2 Year 3 Year 4 Year 5 Medical $50 each $50 each $50 each $50 each $50 each Examination Component Profile (MECP) Creation 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). Exhibit B (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: