HomeMy WebLinkAboutAgreement A-19-285 with Occu-Med, LTD.pdfAgreement No . 19-285
1 AGREEMENT
2 THIS AGREEMENT is made and entered into this 1.filb. day of June , 2019, by and between
3 the COUNTY OF FRESNO , a Pol itical Subdivision of the State of Californ ia , hereinafter referred to as
4 "COUNTY", and Occu-Med , Ltd., a Delaware corporat ion , whose address is 2121 West Bullard Avenue ,
5 Fresno, CA 93711 , hereinafter referred to as "CONTRACTOR".
6 WI TN E S S ETH :
7 WHEREAS , COUNTY is in need of OMV, 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 . 19-04 7 , 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 respons ibilities 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 th is Agreement. In the event of any incons istency 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 ma intain 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 OMV , pre-employment, and period ic
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medical exams and provide medical recommendations for each examination upon the request of
COUNTY’s Department of Human Resources. Medical examinations shall be scheduled within ten (10)
COUNTY business days from the date of the request, unless otherwise agreed upon, in writing, by
COUNTY’s Department of Human Resources Director or designee and CONTRACTOR.
D.CONTRACTOR shall provide a medical recommendation for each examination
within three (3) COUNTY business days from the date of medical exam and shall seek out additional
information from candidates whose recommendations are not immediately medically qualified (also known
as RDQA services).
E.CONTRACTOR shall ensure that their staff have and shall maintain appropriate
licensure to perform the medical examinations as required by the State of California.
F.CONTRACTOR shall ensure a licensed physician performs the medical
examinations as required by the State of California or other regulations/statues. As allowable when
examinations are conducted by staff other than licensed physicians, they must be under a licensed
physicians supervision. In such cases, the medical examination reports must be reviewed and signed by a
licensed physician.
G.CONTRACTOR shall use all forms and instructions as specified in RFP No. 19-
047 in conducting the pre-employment, DMV, and periodic examinations consistent with COUNTY’s
medical standards, guidelines and evaluations.
H.CONTRACTOR shall ensure all COUNTY employees and candidates with
scheduled appointments are examined in a timely manner. Waiting time for each employee to be seen by
the examining staff shall not exceed thirty (30) minutes from their scheduled appointment time.
I.CONTRACTOR shall ensure that any services provided at more than one facility
will provide for the examinee to travel only a short distance to receive all required tests. In the event
examinees are required to travel to another facility, every effort shall be made to have everything completed
on the same day (immediately following the initially scheduled appointment, with the exception of
components that require follow up, such as TB Skin Testing results).
J.CONTRACTOR shall forward the applicable completed medical examination
forms and any additional required paperwork and x-ray, lab tests, etc. for interpretation/recommendation to
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medical standards staff, within two (2) County business days.
K.CONTRACTOR shall perform medical examinations in accordance with the
general outline (including the Scope of Work section) as specified in RFP No. 19-047, as well as any
specialized training provided by CONTRACTOR’S medical standards administrator staff. CONTRACTOR
shall at all times conduct such examinations in a professional and courteous manner.
L.CONTRACTOR shall perform medical examinations, pursuant to the terms of this
Agreement, for classifications not listed in Exhibit A, when County has adopted newly created medical
exam profiles and COUNTY and CONTRACTOR have agreed in writing to the cost of the new exams. The
Department of Human Resources Director, or designee, shall have the authority to agree to the addition of
exams and their cost to this Agreement. The addition of these new exams and their costs shall in no event
result in a change in this Agreement’s total not to exceed amount set forth in Section 5.
2.OBLIGATIONS OF THE COUNTY
A.COUNTY’s Department of Human Resources shall provide CONTRACTOR
appropriate notification for scheduling medical examinations, including employee or candidate name, job
classification and type of examination to be performed.
3.TERM
The term of this Agreement shall be for a period of three (3) years, commencing on
the 1st day of July, 2019 through and including the 30th day of June, 2022. 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 Human Resources or his or her designee is authorized to execute such written approval on
behalf of COUNTY based on CONTRACTOR’S satisfactory performance.
4.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
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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
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.
5.COMPENSATION/INVOICING: COUNTY agrees to pay CONTRACTOR and
CONTRACTOR agrees to receive compensation at the rates identified on Exhibit “A”, attached hereto and
by this reference incorporated herein. CONTRACTOR shall submit monthly invoices to the County of
Fresno Department of Human Resources, 2220 Tulare Street, 14th Floor, Fresno, CA 93721, Attn:
Employment Services. CONTRACTOR shall submit invoices in accordance with RFP No. 19-047.
In no event shall services performed under this Agreement be in excess of One
Hundred and Eighty-Seven Thousand Dollars and No/100 Dollars ($187,000) annually for each twelve (12)
month period during the potential five year term of this Agreement, as set forth in Section 3. It is
understood that all expenses incidental to CONTRACTOR'S performance of services under this Agreement
shall be borne by CONTRACTOR. Payments by County shall be in arrears, within forty-five (45) days after
receipt and verification of CONTRACTORS’ invoices by COUNTY, for services provided during the
preceding month. If an invoice submitted by the CONTRACTOR contains discrepancies/inaccuracies, it will
not be processed. The CONTRACTOR will be required to submit a revised and accurate invoice for
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payment to be processed.
6.INDEPENDENT CONTRACTOR: 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 the 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 venturer, partner, or associate of the 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. 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 the subject
thereof.
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 the COUNTY or
to this Agreement.
7.MODIFICATION: Any matters of this Agreement may be modified from time to time
by the written consent of all the parties without, in any way, affecting the remainder.
8.NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this
Agreement nor their rights or duties under this Agreement without the prior written consent of the other
party.
9.HOLD HARMLESS: CONTRACTOR agrees to indemnify, save, hold harmless, and
at COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any and all costs and
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expenses (including attorney’s fees and costs), damages, liabilities, claims, and losses occurring or
resulting to COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its
officers, agents, or employees under this Agreement, and from any and all costs and expenses (including
attorney’s fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm,
or corporation who may be injured or damaged by the performance, or failure to perform, of
CONTRACTOR, its officers, agents, or employees under this Agreement.
10.INSURANCE
Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or
any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following
insurance policies or a program of self-insurance, including but not limited to, an insurance pooling
arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement.
A.Commercial General Liability
Commercial General Liability Insurance with limits of not less than Two Million
Dollars ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000). This
policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
liability or any other liability insurance deemed necessary because of the nature of this contract.
B.Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than One
Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should
include any auto used in connection with this Agreement.
C.Professional Liability
If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N.,
L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One
Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate.
This coverage shall be issued on a per claim basis. Contractor agrees that it shall maintain, at its sole
expense, in full force and effect for a period of three years following the termination of this Agreement, one
or more policies of professional liability insurance with limits of coverage as specified herein.
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D. Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California
Labor Code.
Additional Requirements Relating to Insurance
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.
CONTRACTOR hereby waives its right to recover from COUNTY, its officers,
agents, and employees any amounts paid by the policy of worker’s compensation insurance required by
this Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
necessary to accomplish such waiver of subrogation, but CONTRACTOR’s waiver of subrogation under
this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
Within Thirty (30) days from the date CONTRACTOR signs and 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, (Paul Nerland, Director of Human
Resources, 2220 Tulare Street, 14th Floor, Fresno, CA 93721), stating that such insurance coverage have
been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be
responsible for any premiums on the policies; that for such worker’s compensation insurance the
CONTRACTOR has waived its right to recover from the COUNTY, its officers, agents, and employees any
amounts paid under the insurance policy and that waiver does not invalidate the insurance policy; that such
Commercial General Liability insurance names the County of Fresno, its officers, agents and employees,
individually and collectively, as additional insured, but only insofar as the operations under this Agreement
are concerned; that such coverage for additional insured shall apply as primary insurance and any other
insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees, shall be excess
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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 issued by admitted insurers licensed to do business in the State of
California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc.
rating of A FSC VII or better.
11.AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during business
hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for examination
all of its records and data with respect to the matters covered by this Agreement. The CONTRACTOR
shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data
necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be
subject to the examination and audit of the Auditor General for a period of three (3) years after final
payment under contract (Government Code Section 8546.7).
12.NOTICES: The persons and their addresses having authority to give and receive
notices under this Agreement include the following:
COUNTY CONTRACTOR
COUNTY OF FRESNO Occu-Med, LTD
Department of Human Resources 2121 West Bullard Ave.
2220 Tulare Street, 14th Floor Fresno, CA 93711
Fresno, CA 93721
All notices between the COUNTY and the CONTRACTOR provided for or permitted
under this Agreement must be in writing and delivered either by personal service, by first-class United
States mail, by an overnight commercial courier service, or by telephonic facsimile transmission. A notice
delivered by personal service is effective upon service to the recipient. A noticed delivered by first-class
United States mail is effective three COUNTY business days after deposit in the United States mail,
postage prepaid, addressed to the recipient. A notice delivered by an overnight commercial courier service
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is effective one COUNTY business day after deposit with the overnight commercial courier service, deliver
fees prepaid, with deliver instructions given for the next day delivery, addressed to the recipient. A noticed
delivered by telephonic facsimile is effective when transmission to the recipient is completed (but, if such
transmission is completed outside of COUNTY business hours, then such delivery shall be deemed to be
effective at the next beginning of a COUNTY business day), provided that the sender maintains a machine
record of the completed transmission. For all claims arising out of or related to this Agreement, nothing in
this section establishes, waives, or modifies any claims presentation requirements or procedures provided
by law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government
Code, beginning with section 810).
13.GOVERNING LAW: Venue for any action arising out of or related to this Agreement
shall only be in Fresno County, California.
The rights and obligations of the parties and all interpretation and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
14.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 the 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.
15.ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between
the CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous
Agreement negotiations, proposals, commitments, writings, advertisements, publications, and
1 understanding of any nature whatsoe ve r unl ess expressly included in this Agreem e nt.
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16 . CONFIDENTIALITY
All services performed by CON T RACTOR under this Agreement sh a ll be in strict conform ance
w ith all applicable Federal , State of California and/or loca l laws a nd regu lations relating to confi dentiality.
IN WITNESS WHEREOF, the parti es hereto have executed this Agreement as of the day and
year first herelnabove written .
Jim Johnson , President
~·-~-~-""""'i).
(Authoriz ed S ignature}
u~oc\l.Al,&-l,.(. ~s .. J IJ.l:)
Devonna M. Kaji, M.D . Corporate Secretary
Mailing Address
2121 W. Bullard Avenue
Fresno, CA 93711
FOR ACCOUNTING USE ONLY:
Fund/Subclass: 0001/10000
ORG No.: 10100400
Account No.: 7295
COUNTY OF FRESNO :) ~5e..
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Nathan Magsig, Chairman of the Board of
Superv isors of the County of Fresno
ATTEST :
Bernice E. Seidel
Cle r k of the Board of Supervisors
County of Fresno, State of California
By:
Si,A,S}M, ~sbo-p
Deputy
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 I $516.22 $516.22 $516.22 $531.71 $531.71
Supervising Juvenile Correctional
Officer $516.22 $516.22 $516.22 $531.71 $531.71
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 I $516.22 $516.22 $516.22 $531.71 $531.71
Sheriff’s Captain $516.22 $516.22 $516.22 $531.71 $531.71
Sheriff’s Lieutenant $516.22 $516.22 $516.22 $531.71 $531.71
Sheriff’s 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 I $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
Sheriff (UFD) $516.22 $516.22 $516.22 $531.71 $531.71
Reserve Deputy Sheriff (Special Guard
–108)$516.22 $516.22 $516.22 $531.71 $531.71
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 I/II/III $516.22 $516.22 $516.22 $531.71 $531.71
Supervising District Attorney
Investigator $351.22 $351.22 $351.22 $361.76 $361.76
District Attorney Investigator I/II/Sr $536.22 $536.22 $536.22 $552.31 $552.31
Deputy Coroner I $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-
Placement for
classifications
identified
above
Same as Pre-
Placement for
classifications
identified
above
Same as Pre-
Placement for
classifications
identified
above
Same as Pre-
Placement for
classifications
identified
above
Same as Pre-
Placement for
classifications
identified
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
Examination
Component
Profile
(MECP)
Creation
$50 each $50 each $50 each $50 each $50 each
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: