HomeMy WebLinkAboutAgreement A-19-302 with Foster Assessment Center.pdf-1-
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
A G R E E M E N T
THIS AGREEMENT is made and entered into this day of June, 2019, by and between the
COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as
"COUNTY", and Foster Assessment Center and Testing Service, Inc., a California corporation,
whose address is 516 Pennsfield Place, Suite 108, Thousand Oaks, CA 91360, hereinafter referred to
as “CONTRACTOR.”
W I T N E S S E T H:
WHEREAS, pursuant to the California Work Opportunity and Responsibility to Kids Act (Welfare
and Institutions Code Sections 11200 et set. hereinafter called “CalWORKs”) and in accordance with the
Welfare and Institutions Code section 11325.4, COUNTY is required to provide specialized assessments
for participants to develop a Welfare to Work plan; and
WHEREAS, COUNTY's Department of Social Services (DSS), has developed and submitted to the
State of California, a CalWORKs COUNTY Plan meeting the requirements of the CalWORKs Act to deliver
employment and training services to public assistance recipients; and
WHEREAS, CONTRACTOR has the expertise and is willing and able to provide said services
pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
contained, the parties hereto agree as follows:
1.OBLIGATIONS
A.CONTRACTOR shall perform all services and fulfill all responsibilities as identified in
COUNTY’s Request for Proposal (RFP) No. 19-057, dated March 14, 2019, and Addendum No. One (1)
to COUNTY’s RFP No. 19-057, dated March 21, 2019, collectively hereinafter referred to as COUNTY’s
Revised RFP No. 19-057 and CONTRACTOR’s response to said Revised RFP, all incorporated herein
by reference and made part of this Agreement.
B.CONTRACTOR shall perform all services set forth in Exhibit A, Summary of Services,
attached hereto and by this reference incorporated herein.
C.In the event of any inconsistency among the documents described in Paragraphs One (1)
18th
Agreement No. 19-302
-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
A and B hereinabove, the inconsistency shall be resolved by giving precedence in the following order of
priority: 1) to this Agreement, including all Exhibits attached hereto, 2) to COUNTY’s Revised RFP No.,
and 3) to the CONTRACTOR’s response to the Revised RFP. A copy of COUNTY’s Revised RFP 19-
057 and CONTRACTOR’s response shall be retained and made available during the term of this
Agreement by COUNTY’s Department of Social Services, hereinafter referred to as COUNTY’s DSS.
2.TERM
The term of this Agreement shall commence on July 1, 2019 through and including June 30,
2020. This Agreement may be extended for two (2) additional consecutive twelve (12) month periods upon
the approval of both parties no later than thirty (30) days prior to the first day of the next twelve (12) month
extension period. The COUNTY’s DSS Director, or designee, is authorized to execute such written
approval on behalf of the COUNTY based on CONTRACTOR’s satisfactory performance.
3.TERMINATION
A.Non-Allocation of Funds - The terms of this Agreement, and the services to be
provided hereunder, are contingent on the approval of funds by the appropriating government agency.
Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
terminated, at any time by giving the CONTRACTOR thirty (30) days advance written notice.
B.Breach of Contract - The COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of the COUNTY there is:
1)An illegal or improper use of funds;
2)A failure to comply with any term of this Agreement;
3)A substantially incorrect or incomplete report submitted to the COUNTY;
4)Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any
breach of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither
shall such payment impair or prejudice any remedy available to the COUNTY with respect to the breach or
default. The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the
COUNTY of any funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of
the COUNTY were not expended in accordance with the terms of this Agreement. The CONTRACTOR
-3-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
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 CONTRACTOR or COUNTY or COUNTY’s DSS Director, or
designee, upon the giving of thirty (30) days advance written notice of an intention to terminate the
Agreement.
4.COMPENSATION
For actual services provided pursuant to the terms of this Agreement, COUNTY agrees to
pay CONTRACTOR and CONTRACTOR agrees to receive compensation in accordance with Exhibit B,
Budget. Mandated travel shall be reimbursed based on actual expenditures and mileage reimbursement
shall be at CONTRACTOR’s adopted rate per mile, not to exceed the IRS published rate.
In no event shall actual services performed under this Agreement be in excess of Two
Hundred Eighty Thousand One Hundred Seventy Five and No/100 Dollars ($280,175) for the initial
period of July 1, 2019 through June 30, 2020. In no event shall actual services performed under this
Agreement be in excess of Two Hundred Eighty Thousand One Hundred Seventy Five and No/100
Dollars ($280,175) for each subsequent twelve (12) month period of this Agreement. The cumulative
total of this Agreement shall not be in excess of Eight Hundred Forty Thousand Five Hundred Twenty
Five and No/100 Dollars ($840,525).
Except as provided below regarding State payment delays, payments by COUNTY shall be
in arrears, for services provided during the preceding month, within forty-five (45) days after receipt,
verification and approval of CONTRACTOR's invoices by COUNTY's DSS. If CONTRACTOR should fail
to comply with any provision of this Agreement, COUNTY shall be relieved of its obligation for further
compensation. All final claims shall be submitted by CONTRACTOR within (60) days following the final
month of service per contract year. No action shall be taken by COUNTY on claims submitted beyond
the sixty (60) day closeout period. Any compensation which is not expended by CONTRACTOR
pursuant to the terms and conditions of this Agreement shall automatically revert to COUNTY.
Payments by COUNTY shall be in arrears, for services provided during the preceding month, within
forty-five (45) days after receipt, verification and approval of CONTRACTOR’s invoices by COUNTY.
It is understood that all expenses incidental to CONTRACTOR'S performance of services
-4-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
under this Agreement shall be borne by CONTRACTOR. If CONTRACTOR should fail to comply with
any provision of the Agreement, COUNTY shall be relieved of its obligation for further compensation.
To the extent permitted by State and Federal rules and regulations, advanced payment of
up to twenty percent (20%) of the compensation under this Agreement may be requested of COUNTY by
CONTRACTOR. Advance payments shall be limited to implementation costs for new and/or expanded
services only. Approval of an advanced payment is at the sole discretion of COUNTY’s DSS Director or
designee. If advanced payment occurs, the amount of the advanced payment shall be deducted in equal
installments from claims submitted for the last six (6) months of the initial period of this Agreement.
5.INVOICING
CONTRACTOR shall invoice COUNTY’s DSS in arrears by the tenth (10th) of each month
for expenditures incurred to provide services rendered in the previous month to:
DSSInvoices@fresnocountyca.gov. Payments by COUNTY’s DSS shall be in arrears, for actual services
provided during the preceding month. A Monthly Activity Report (MAR) shall accompany the invoice,
reflecting services supported by the invoiced expenditures and be in a form and in such detail as
acceptable to COUNTY's DSS. Invoices shall include all corresponding documentation submitted and
identified by line item. Supporting documentation shall include but is not limited to receipts, invoices
received and documented administrative/overhead costs. No reimbursement for services shall be made
until invoices, MARs and outcomes are received, reviewed and approved by COUNTY's DSS.
At the discretion of COUNTY’s DSS Director or designee, if an invoice is incorrect or is
otherwise not in proper form or detail, COUNTY’s DSS Director or designee shall have the right to withhold
full payment of the invoice that is incorrect or improper after five (5) days prior written notice or email
correspondence to CONTRACTOR. CONTRACTOR agrees to continue to provide services for a period of
ninety (90) days after written or email notification of an incorrect or improper invoice. If after the ninety (90)
period the invoice(s) is still not corrected to COUNTY’s DSS satisfaction, COUNTY or COUNTY’s DSS
Director or designee may elect to terminate this Agreement, pursuant to the termination provisions stated in
Paragraph Three (3) of this Agreement. All final claims shall be submitted by CONTRACTOR within sixty
(60) days following the month of actual service for which payment is claimed. No payment for services shall
be made by COUNTY’s DSS on claims submitted beyond sixty (60) days following the month of actual
-5-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
service for which payment is invoiced.
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 venture, 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:
A.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.
B.Notwithstanding the above, changes to line items in the budget, attached hereto as
Exhibit B, in an amount not to exceed ten percent (10%) of the total maximum compensation as
identified in Section Four (4) of this Agreement, may be made with the written approval of COUNTY’s
DSS Director or designee and CONTRACTOR. Budget line item changes shall not result in any change
-6-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
to the maximum compensation amount payable to CONTRACTOR, as stated herein.
C. CONTRACTOR hereby agrees that changes to the compensation under this
Agreement may be necessitated by a reduction in funding from State and/or Federal sources.
COUNTY’s DSS Director or designee may modify the maximum compensation depending on State and
Federal funding availability, as stated in Section Four (4) in this Agreement. CONTRACTO R further
understands that this Agreement is subject to any restrictions, limitations or enactments of all legislative
bodies which affect the provisions, term, or funding of this Agreement in any manner.
8. NON-ASSIGNMENT:
CONTRACTOR shall not assign, transfer or sub-contract this Agreement nor their rights or
duties under this Agreement without the prior written consent of the COUNTY or COUNTY’s DSS Director
or designee. Any transferee, assignee, or subcontractor will be subject to all applicable provisions of this
Agreement, and all applicable State and Federal regulations. CONTRACTOR shall be held primarily
responsible by the COUNTY for the performance of any transferee, assignee, or subcontractor unless
otherwise expressly agreed to in writing by COUNTY. The use of subcontractor by CONTRACTOR shall
not entitle CONTRACTOR to any additional compensation than is provided for under this Agreement.
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 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
-7-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
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
($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). 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.
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
-8-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
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, P.O. Box 1912, Fresno, CA 93718-1219,
Attention: Contract Analyst, stating that such insurance coverage has been obtained and is 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 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.CONFLICT OF INTEREST:
No officer, employee or agent of the COUNTY who exercises any function or responsibility
for planning and carrying out of the services provided under this Agreement shall have any direct or indirect
personal financial interest in this Agreement. In addition, no employee of the COUNTY shall be employed
by the CONTRACTOR under this Agreement to fulfill any contractual obligations with the COUNTY. The
-9-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
CONTRACTOR shall comply with all Federal, State of California and local conflict of interest laws, statutes
and regulations, which shall be applicable to all parties and beneficiaries under this Agreement and any
officer, employee or agent of the COUNTY.
12.NON-DISCRIMINATION:
During the performance of this Agreement CONTRACTOR shall not unlawfully discriminate
against any employee of applicant for employment, or recipient of services, because of ethnic group
identification, gender, gender identity, gender expression, sexual orientation, color, physical disability,
mental disability, medical condition, national origin, race, ancestry, marital status, religion, or religious
creed, pursuant to all applicable State of California and Federal statutes and regulations.
13.LIMITED ENGLISH PROFICIENCY:
CONTRACTOR shall provide interpreting and translation services to persons participating in
CONTRACTOR’s services who have limited or no English language proficiency, including services to
persons who are deaf or blind. Interpreter and translation services shall be provided as necessary to allow
such participants meaningful access to the programs, services and benefits provided by CONTRACTOR.
Interpreter and translation services, including translation of CONTRACTOR’s “vital documents” (those
documents that contain information that is critical for accessing CONTRACTOR’s services or are required
by law) shall be provided to participants at no cost to the participant. CONTRACTOR shall ensure that any
employees, agents, subcontractor, or partners who interpret or translate for a program participant, or who
directly communicate with a program participant in a language other than English, demonstrate proficiency
in the participants’ language and can effectively communicate any specialized terms and concepts peculiar
to CONTRACTOR’s services.
14.CLEAN AIR AND WATER
In the event the funding under this Agreement exceeds One Hundred Thousand and No/100
Dollars ($100,000), CONTRACTOR shall comply with all applicable standards, orders or requirements
issued under the Clear Air Act contained in 42 U.S. Code 7601 et seq; the Clean Water Act contained in 33
U.S. Code 1368 et seq.; and any standards, laws and regulations, promulgated thereunder. Under these
laws and regulations, CONTRACTOR shall assure:
///
-10-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
A.No facility shall be utilized in the performance of the Agreement that has been listed on
the Environmental Protection Agency (EPA) list of Violating Facilities;
B.COUNTY shall be notified prior to execution of this Agreement of the receipt of any
communication from the Director, Office of Federal Activities, U.S. EPA indicating that a facility to be
utilized in the performance of this Agreement is under consideration to be listed on the EPA list of
Violating Facilities;
C.COUNTY and U.S. EPA shall be notified about any known violation of the above laws
and regulations; and
D.This assurance shall be included in every nonexempt sub-grant, contract, or
subcontract.
15.DRUG-FREE WORKPLACE REQUIREMENTS
For purposes of this paragraph, CONTRACTOR will be referred to as the “grantee.” By
drawing funds against this grant award, the grantee is providing the certification that is required by
regulations implementing the Drug-Free Workplace Act of 1988, 45 CFR Part 76, Subpart F. These
regulations require certification by grantees that they will maintain a drug-free workplace. False certification
or violation of the certification shall be grounds for suspension of payments, suspension or termination of
grants, or government wide suspension or debarment. CONTRACTOR shall also comply with the
requirements of the Drug-Free Workplace Act of 1990 (California Government Code section 8350 et seq.).
16.CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND
VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS
A.COUNTY and CONTRACTOR recognize that CONTRACTOR is a recipient of Federal
funds under the terms of this Agreement. By signing this Agreement, CONTRACTOR agrees to comply
with applicable Federal suspension and debarment regulations, including but not limited to: 7 CFR 3016.35,
29 CFR 97.35, 45 CFR 92.35, and Executive Order 12549. By signing this Agreement, CONTRACTOR
attests to the best of its knowledge and belief, that it and its principals:
1.Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded by any Federal department or agency; and
///
-11-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
2.Shall not knowingly enter into any covered transaction with an entity or person
who is proposed for debarment under Federal regulations, debarred, suspended, declared ineligible, or
voluntarily excluded from participation in such transaction.
B.CONTRACTOR shall provide immediate written notice to COUNTY if at any time
during the term of this Agreement CONTRACTOR learns that the representations it makes above were
erroneous when made or have become erroneous by reason of changed circumstances.
C. CONTRACTOR shall include a clause titled “Certification Regarding Debarment,
Suspension, Ineligibility, and Voluntary Exclusion – Lower Tier Covered Transactions” and similar in
nature to this paragraph in all lower tier covered transactions and in all solicitations for lower tier covered
transactions.
D. CONTRACTOR shall, prior to soliciting or purchasing goods and services in excess
of $25,000 funded by this Agreement, review and retain the proposed vendor’s suspension and
debarment status at https://sam.gov/SAM/.
17.CONFIDENTIALITY:
All services performed by CONTRACTOR under this Agreement shall be in strict
conformance with all applicable Federal, State of California, and/or local laws and regulations relating to
confidentiality.
18.DATA SECURITY
For the purpose of preventing the potential loss, misappropriation or inadvertent disclosure
of COUNTY data including sensitive or personal client information; abuse of COUNTY resources; and/or
disruption to COUNTY operations, individuals and/or agencies that enter into a contractual relationship with
COUNTY for the purpose of providing services under this Agreement must employ adequate data security
measures to protect the confidential information provided to CONTRACTOR by COUNTY, including but not
limited to the following:
A.CONTRACTOR may not store COUNTY’s private, confidential or sensitive data on
any hard-disk drive.
B.CONTRACTOR is responsible to employ strict controls to insure the integrity and
security of COUNTY’s confidential information and to prevent unauthorized access to data maintained in
-12-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
computer files, program documentation, data processing systems, data files and data processing
equipment which stores or processes COUNTY data internally and externally.
C.Confidential client information transmitted to one party by the other by means of
electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of 128 BIT
or higher. Additionally, a password or pass phrase must be utilized.
D.CONTRACTOR is responsible to immediately notify COUNTY of any breaches or
potential breaches of security related to COUNTY’s confidential information, data maintained in computer
files, program documentation, data processing systems, data files and data processing equipment which
stores or processes COUNTY data internally or externally.
E.In the event of a breach of security related to COUNTY’s confidential client information
provided to CONTRACTOR, COUNTY will manage the response to the incident, however, CONTRACTOR
will be responsible to issue any notification to affected individuals as required by law or as deemed
necessary by COUNTY in its sole discretion. CONTRACTOR will be responsible for all costs incurred as a
result of providing the required notification. When no longer needed, all Medi-Cal Personally Identifiable
Information, as defined in the Medi-Cal Data Privacy and Security Agreement between the California DHCS
and the County of Fresno, Agreement No. A-16-659, whether stored in print of electronic format, must be
destroyed and disposed of through confidential means, as described in Agreement No. A-16-659.
Agreement no. A-16-659 is available upon request or can be viewed at:
http://www.co.fresno.ca.us/MediCalPrivacy/.
F.The requirements in this Data Security provision shall apply to CONTRACTOR’s
subcontractor, if any.
19.SINGLE AUDIT CLAUSE:
A.If CONTRACTOR expends Seven Hundred Fifty Thousand Dollars ($750,000)
or more in Federal and Federal flow-through monies, CONTRACTOR agrees to conduct an annual audit
in accordance with the requirements of the Single Audit Standards as set forth in Office of Management
and Budget (OMB) Title 2 of the Code of Federal Regulations Part 200. CONTRACTOR shall submit
said audit and management letter to COUNTY. The audit must include a statement of findings or a
statement that there were no findings. If there were negative findings, CONTRACTOR must include a
-13-
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
corrective action plan signed by an authorized individual. CONTRACTOR agrees to take action to
correct any material non-compliance or weakness found as a result of such audit. Such audit shall be
delivered to COUNTY’s DSS, Administration, for review within nine (9) months of the end of any fiscal
year in which funds were expended and/or received for the program. Failure to perform the requisite
audit functions as required by this Agreement may result in COUNTY performing the necessary audit
tasks, or at COUNTY’s option, contracting with a public accountant to perform said audit, or, may result
in the inability of COUNTY to enter into future agreements with CONTRACTOR. All audit costs related
to this Agreement are the sole responsibility of CONTRACTOR.
B.A single audit report is not applicable if all CONTRACTOR’s Federal contracts
do not exceed the Seven Hundred Fifty Thousand Dollars ($750,000) requirement or CONTRACTOR’s
funding is through Drug related Medi-Cal. If a single audit is not applicable, a program audit must be
performed and a program audit report with management letter shall be submitted by CONTRACTOR to
COUNTY as a minimum requirement to attest to CONTRACTOR’s solvency. Said audit report shall be
delivered to COUNTY’s DSS, Administration, for review no later than nine (9) months after the close of
the fiscal year in which the funds supplied through this Agreement are expended. Failure to comply with
this Act may result in COUNTY performing the necessary audit tasks or contracting with a qualified
accountant to perform said audit. All audit costs related to this Agreement are the sole responsibility of
CONTRACTOR who agrees to take corrective action to eliminate any material noncompliance or
weakness found as a result of such audit. Audit work performed by COUNTY under this paragraph shall
be billed to the CONTRACTOR at COUNTY cost, as determined by COUNTY’s Auditor-
Controller/Treasurer-Tax Collector.
C. CONTRACTOR shall make available all records and accounts for inspection by
COUNTY, the State of California, if applicable, the Comptroller General of the United States, the Federal
Grantor Agency, or any of their duly authorized representatives, at all reasonable times for a period of at
least three (3) years following final payment under this Agreement or the closure of all other pending
matters, whichever is later.
20.PROPERTY OF COUNTY
CONTRACTOR agrees to take reasonable and prudent steps to ensure the security of
-14-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
any and all said hardware and software provided to it by COUNTY under this Agreement, to maintain
replacement-value insurance coverages on said hardware and software of like kind and quality
approved by COUNTY.
All purchases over Five Thousand Dollars ($5,000) made during the life of this
Agreement that will outlive the life of this Agreement shall be identified as fixed assets with an assigned
Fresno County DSS Accounting Inventory Number. These fixed assets shall be retained by COUNTY,
as COUNTY property, in the event this Agreement is terminated or upon expiration of this Agreement.
CONTRACTOR agrees to participate in an annual inventory of all COUNTY fixed assets and shall be
physically present when fixed assets are returned to COUNTY possession at the termination or
expiration of this Agreement. CONTRACTOR is responsible for returning to COUNTY all COUNTY
owned fixed assets upon the expiration or termination of this Agreement.
21. 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).
In addition, CONTRACTOR shall cooperate and participate with COUNTY’s fiscal review
process and comply with all final determinations rendered by the COUNTY’s fiscal review process. If
COUNTY reaches an adverse decision regarding CONTRACTOR’s services to consumers, it may result in
the disallowance of payment for services rendered; or in additional controls to the delivery of services, or in
the termination of this Agreement, at the discretion of COUNTY’s DSS Director or designee. If as a result of
COUNTY’s fiscal review process a disallowance is discovered due to CONTRACTOR’s deficiency,
CONTRACTOR shall be financially liable for the amount previously paid by COUNTY to CONTRACTOR
and this disallowance will be adjusted from CONTRACTOR’s future payments, at the discretion of
-15-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
COUNTY’s DSS Director or designee. In addition, COUNTY shall have the sole discretion in the
determination of fiscal review outcomes, decisions and actions.
22.FRATERNIZATION
CONTRACTOR shall establish procedures addressing fraternization between
CONTRACTOR’s staff and clients. Such procedures will include provisions for informing CONTRACTOR’s
staff and clients regarding fraternization guidelines.
23.STATE ENERGY CONSERVATION
CONTRACTOR must comply with the mandatory standard and policies relating to energy
efficiency which are contain in the State Energy Conservation Plan issued in compliance with 42 United
States (US) Code sections 6321, et. seq.
24.CHARITABLE CHOICE
CONTRACTOR may not discriminate in its program delivery against a client or potential
client on the basis of religion or religious belief, a refusal to hold a religious belief, or a refusal to actively
participate in a religious practice. Any specifically religious activity or service made available to individuals
by the CONTRACTOR must be voluntary as well as separate in time and location from COUNTY funded
activities and services. CONTRACTOR shall inform COUNTY as to whether it is faith-based. If
CONTRACTOR identifies as faith-based, they must submit to DSS a copy of its policy on referring
individuals to alternate treatment CONTRACTOR, and include a copy of this policy in their client admission
forms. The policy must inform individuals that they may be referred to an alternative provider if they object
to the religious nature of the program, and include a notice to DSS. Adherence to this policy will be
monitored during site reviews, and a review of client files. If CONTRACTOR identifies as faith-based, by
July 1 of each year CONTRACTOR will be required to report to DSS the number of individuals who
requested referrals to alternate providers based on religious objection.
25.PROHIBITION ON PUBLICITY
None of the funds, materials, property or services provided directly or indirectly under this
Agreement shall be used for CONTRACTOR’s advertising, fundraising, or publicity (i.e., purchasing of
tickets/tables, silent auction donations, etc.) for the purpose of self-promotion. Notwithstanding the above,
publicity of the services described in Paragraph One (1) of this Agreement shall be allowed as necessary to
-16-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
raise public awareness about the availability of such specific services when approved in advance by the
Director or designee and at a cost as provided in Exhibit B for such items as written/printed materials, the
use of media (i.e., radio, television, newspapers) and any other related expense(s).
26.NOTICES:
The persons and their addresses having authority to give and receive notices under this
Agreement include the following:
COUNTY CONTRACTOR
Director, COUNTY OF FRESNO Andrea Foster, CEO Department of Social Services Foster Assessment Center and Testing Service, Inc. P.O. Box 1912 516 Pennfield Place, Ste 108 Fresno, CA 93718 Thousand Oaks, CA 91360
All notices between the COUNTY and 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 notice 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 is effective one
COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid,
with delivery instructions given for next day delivery, addressed to the recipient. A notice 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).
27.GOVERNING LAW :
Venue for any action arising out of or related to this Agreement shall only be in Fresno
County, California.
///
-17-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
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.
28.CHANGE OF LEADERSHIP/MANAGEMENT:
In the event of any change in the status of CONTRACTOR’s leadership or management,
CONTRACTOR shall provide written notice to COUNTY within thirty (30) days from the date of change.
Such notification shall include any new leader or manager’s name, address and qualifications. “Leadership
or management” shall include any employee, member, or owner of CONTRACTOR who either a) directs
individuals providing services pursuant to this Agreement, b) exercises control over the manner in which
services are provided, or c) has authority over CONTRACTOR’s finances.
29.LOBBYING ACTIVITY:
None of the funds provided under this Agreement shall be used for publicity, lobbying or
propaganda purposes designed to support or defeat legislation pending in the Congress of the United
States of America or the Legislature of the State of California.
30.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 C and incorporated
herein by reference, and submitting it to the COUNTY prior to commencing with the self-dealing
transaction or immediately thereafter.
31.SEVERABILITY
The provisions of this Agreement are severable. The invalidity or unenforceability of any
one provision in the Agreement shall not affect the other provisions.
-18-
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
32.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 understanding of any nature
whatsoever unless expressly included in this Agreement.
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
1 IN WITNESS WHEREOF, the parties heretohaveJexecutedthis'.Agreement as oftheday and year
2 first llereinabovewr_itt:en. -•
3
4 CONTRACTOR:
Fofiter A$sessment Center & Testing
55e~.·.··-.·-.·.-_.·.·
6sy~
Print Name:. AV\t-\1('.,tµ~~ 7
8
9
10
1·1
12
13
14
15
16-
17
18
19
20
21
~ED. Title: __________ _
Chairman of the B_oard,. or
Presid_ent, or any Vice President
i'.};t,;..,,. /.~ 13y: t'HL,<:!:J_. ~ ..
PrintName: · 1<4,fft, :J;',s+~
Title: Sec..r~
Secretary (ofc6rpra~ion), .or
any AssistantSecr'.etary; or
Q:tiief l=inahcialOfficer,-or
any-Assistant Treasurer
Mailing Address:
22 516 Pelinfi1?ld Place, 8te toa.
Thousand Oaks, CA 9'1360
23 . Phone. No: ,(805};497'-16:89
Gontact::.Anctr-e_a_Poster, ;CEO
24
25 t=0FlACOOUNTING USEONL Y::
26 · ;Fund/Subclass,0001/10000
QRG NQ:: 561076~1 . -
27 Account.Nq;r7870
28
CQUNTY OF FRESNO
By:~ags~--:)tieBoam of
-Sllpervisors of'the Qounty of Fresno
ATTEST:
BERNICE E. SEIDEL
Olerk of the Board. of Supervisors
Cq1:1rJyof'.Fresno, State of Ca.liforoia
Exhibit A
Page 1 of 8
SUMMARY OF SERVICES
ORGANIZATION: Foster Assessment Center & Testing Service, Inc.
ADDRESS: 516 Pennfield Place Ste 108 Thousand Oaks, CA 91360
SERVICES: CalWORKs Assessment Services
TELEPHONE: (805) 497-1685
CONTACTS: Andrea Foster
EMAIL: andreafoster@fosterassessments.com
AMOUNT: July 1, 2019 - June 30, 2020 ($280,175)
July 1, 2020 - June 30, 2021 ($280,175)
July 1, 2021 - June 30, 2022 ($280,175)
______________________________________________________________________________
I. SUMMARY OF SERVICES
CONTRACTOR shall provide specialized assessment services for referred CalWORKs participants,
residing in Fresno County, who have limited English speaking ability, potential learning
disabilities, potential trauma symptoms, and other unique needs.
The CalWORKs participants to be assessed will be identified and referred by the County of
Fresno’s Department of Social Services (DSS). Additionally, DSS will identify and determine
appropriate types of assessments for each CalWORKs participant.
CONTRACTOR shall administer assessments based on DSS' determination. DSS will use the
assessments for the following purposes:
1. Provide an evaluation of the CalWORKs participants' academic abilities, aptitudes, and
work history.
2. Develop a Welfare to Work Plan (WTW) as appropriate and/or Learning Disabilities
Profile for each CalWORKs participant based on test results and information obtained in
client interviews.
3. Provide services in accordance with the WIC Division 9, Part 3, Chapter 2, Article 3.2,
section 11325.4, requires the Department to provide specialized assessments for
participants to develop a WTW plan.
Exhibit A
Page 2 of 8
4. Provide a third-party review of assessment plans written by DSS as requested and
determine if the plan is appropriate. Additionally, if review of the DSS plan requires a
new assessment, testing will be completed, and a new plan will be developed by
CONTRACTOR.
5. Screen referred clients for potential trauma symptoms (anxiety, panic episodes,
traumatic events, psychotic episodes) during the intake interview process using the
Trauma Symptom Inventory (TSI). This will be included in the WTW Plan submitted to
the DSS Job Specialist.
CONTRACTOR shall also ensure that Limited English Proficient (LEP) clients have meaningful,
effective, and equal access at every point of contact with project services.
II. SCHEDULE AND LOCATION OF SERVICES
Schedule and location of services will meet the needs of DSS and will include services provided
in rural Fresno County.
1. The scheduling of assessments will be coordinated with DSS.
2. CONTRACTOR will have a centrally-located main facility in the City of Fresno to provide
assessments so clients can access services.
3. Services will be available during normal business hours, Monday through Friday, 8:00
A.M. through 5:00 P.M.
4. CONTRACTOR will advise DSS of any planned staff absences/vacations, a minimum of
two weeks in advance, in order to reschedule clients. However, if at any time the
assessor or other essential staff is unexpectedly sick/unavailable (i.e. ill, car issues,
company staff training, vacation, medical appointments, etc.) FACTS will reschedule
clients, making DSS aware of the changes no later than the next business day.
5. Scheduling of clients will remain flexible and limited to the capacity of one assessor,
with further flexibility if “no show” rates decrease.
6. CONTRACTOR will provide services at Selma Regional Center or another mutually agreed
upon Regional center on a bi-weekly basis. If there are not sufficient referrals to warrant
regional bi-weekly services, DSS and CONTRACTOR shall mutually discuss and agree
upon another schedule.
7. The facility shall be consistent with the Commission on Accreditation of Rehabilitation
Facilities (CARF) standards.
Exhibit A
Page 3 of 8
III. TARGET POPULATION
Services under this budget will be restricted to only CalWORKs recipients referred through DSS.
IV. CONTRACTOR’s RESPONSIBILITIES
CONTRACTOR shall provide up to 300 comprehensive Assessment Services for referred
CalWORKs recipients per year. If assessments surpass this total, DSS will negotiate with
CONTRACTOR on additional compensation for the additional assessments.
A. SPECIALIZED ASSESSMENTS
In the event that a participant requires a specialized assessment that cannot be completed by
DSS staff, the participant will be scheduled for the specialized assessment with the
CONTRACTOR. CONTRACTOR shall take into consideration the following information gathered
from the assessment to develop the WTW Plan:
1. Detailed information on any past or present employment history and an inventory of
the client's employment skills, knowledge, and abilities.
2. Detailed information regarding the client's current attendance in vocational/educational
type training should be discussed and included in the plan. (i.e. school, date of
enrollment, type of training, hours per week, degree or certification program, etc.) If
applicable, any past education/training should also be included in the development of
the plan.
3. The participant's needs, including the need for supportive services (i.e. child care,
transportation, ancillary costs, etc.)
4. An evaluation of the chances of employment, given the current skills of the participant
and the local labor market conditions.
5. Local labor market information. The information referenced above must be included in
the packet provided to DSS.
6. Other information that can ensure a comprehensive plan.
NOTE: At any time, if the participant does not agree with the results of the assessment, or the
WTW Plan from CONTRACTOR, the client will be referred to DSS for an impartial Third Party
Review. DSS will follow established guidelines for Third Party Reviews.
B. LIMITED ENGLISH PROFICIENT ASSESSMENTS (INCLUDES WTW PLAN)
Exhibit A
Page 4 of 8
CalWORKs participants exhibiting limited or non-English speaking ability will be referred to
CONTRACTOR for LEP Assessments. The majority of participants will have a primary language of
Spanish, however, additional language barriers are anticipated.
CONTRACTOR will provide assessments services to all referred CalWORKs WTW participants in a
timely manner. The expected length of time for completion of each assessment is as follows:
CONTRACTOR will provide LEP assessments as a one-day process (up to eight hours) that will be
completed on the same day of assessment in both rural and urban areas. However, if
extenuating circumstances arise, CONTRACTOR may extend the assessment to two days for
those participants requiring such.
1. Non-English Non-Spanish referrals will be limited to one language per session, or a
mutually agreed upon schedule.
C. LEARNING DISABILITY EVALUATION (LDE)
1. Referral Process:
Counties are required to offer learning disabilities screening to CalWORKs WTW
individuals upon entering the program or when certain events occur, indicating that the
participant may have a potential learning disability. These events may include, but are
not limited to any of the following:
a) Individuals that have a suspected learning disability, as identified by the DSS,
outside service provider, or the participant.
b) Individuals that are in good cause determination, compliance, or sanction
processes.
c) Individuals that are failing to maintain satisfactory progress in their WTW
activities, including employment.
Upon determination that a learning disability evaluation is necessary, DSS will
complete the Learning Disability Screening with the participant. Participants are not
required to be evaluated for a suspected leaning disability and may choose to
decline the screening and evaluation. If the participant agrees to an evaluation, they
will be referred to CONTRACTOR. When accommodations are required, for either
testing or vocational activity, recommendations will be made regarding resources for
persons with such disabilities and specific referrals suggested for various
compensatory or support services that will be included in the WTW Plan.
CONTRACTOR will complete the LDE in one day provided there are three or less
participants per day per assessor. If four or more participants are expected, and the
assessor is off-site (from the Fresno assessment center) and working on their own,
the assessment may take up to two days.
2. Testing and Evaluation Process:
In addition to an initial interview and wrap-up session, several tests will be
administered. Testing will be individualized and tailored to meet the particular needs
Exhibit A
Page 5 of 8
of each client. All of the tests listed below are multi- purpose and wide-ranging in
scope and designed to identify many different challenges. Test selection and
administration will be done with caution and according to the needs and capabilities
of the participant.
These tests will be used, as they are relatively free of culture bias and can be
modified to suit the needs of limited English speakers. The Center Director/Lead
Assessor will assist professional staff in the administration of the tests.
The following tests, in addition to others upon DSS approval, may be used to
complete the assessments:
a) WJ-IIIR Tests of Cognitive and/or Achievement
b) WJ-IVR Tests of Cognitive and/or Achievement
c) Trauma Symptom Inventory
d) Gates-MacGinitie Reading Test
e) TABE- Test of Adult Basic Skills(To be used only if CASAS is not used)
f) Revised BETA Ill
g) Raven Standard Progressive Matrices
h) TONI 4- Test of Non-Verbal Ability
i) COPS - Career Occupational Preference System
j) MPFB - Minnesota Paper Form Board
k) GCT - General Clerical Test
l) Bennett Mechanical Comprehension Test
m) Purdue Pegboard
n) Myers-Briggs Type Indicator
o) SkillCheck
p) WRATIV
For the purpose of identifying interest and skill set, work sample assessments may
include, but are not limited to VALPAR, TOWERS, and JEVS tests.
3. Reporting Process:
For all assessments, a separate written participation profile will be developed based
on individual interviews, discovery, and assessment results. The profile will provide a
brief discussion of the test implications and conclude with recommendations for
further action and/or referrals for needed services. The report will also include a
WTW Plan, if requested by DSS. All test results, including the WTW Plan will be
submitted to DSS within ten (10) business days of the date of assessment.
D. TRAUMA SYMPTOM INVENTORY (TSI)
The TSI will be administered when determined necessary by the tester at any time during the
intake interview, testing, or post-test interview for clients who disclose a reported history of
Exhibit A
Page 6 of 8
depression, anxiety, panic episodes, psychotic episodes and/or traumatic events. Additionally,
CONTRACTOR shall administer the TSI upon DSS specific request and referral. Although, TSI is
not a diagnostic tool, CONTRACTOR shall identify clients that may have serious issues dealing
with past or present traumatic events where further psychological assessment and treatment
are necessary. All LDEs that include a TSI must be clearly identified when sent to DSS. TSls must
be submitted to DSS within ten (10) business days form the date of the test.
E. THRID PARTY ASSESSMENT
1. Referral Process:
a) Upon specific request and referral from DSS, CONTRACTOR will provide an
impartial third party review of WTW Plan(s) developed by DSS staff.
b) CalWORKs participants have the right to be automatically referred to a third
party assessment when the participants do not agree with the results of their
DSS assessments.
2. Evaluation Process:
DSS will meet with CONTRACTOR and provide all testing used to develop the
participant's WTW Plan. Upon receipt of the WTW Plan, the CONTRACTOR will perform
a thorough review of the test(s) administered by DSS and review the developed WTW
Plan. CONTRACTOR must complete the Third Party Review within 30 days from the
original date of request. Extensions may be given, but must be obtained from DSS.
Based on this review, a determination will be made as to whether or not the test results
and plan are valid or a new plan is needed. If it is deemed appropriate to assess the
participant, the CONTRACTOR will complete another assessment and develop a new
plan for the participant. The results of the third party assessment are binding between
the DSS and the participant.
F. REPORTS
CONTRACTOR will generate and provide reports to the DSS within ten (10) business days in
order to assist Job Specialist in directing participants to the appropriate available services.
G. STAFFING LEVELS
CONTRACTOR will establish assessment services by staffing the following positions: Lead
Assessor/Center Director, Secretary/ Vocational Technician, (Bilingual- Spanish and/or Hmong),
and partial FTE by admin for direct services.
1. If at any time the assessor quits/is terminated, FACTS has up to 60 days of limited
scheduled assessments/evaluations in order to hire and retrain another assessor.
a) Services must be provided monthly.
b) CONTRACTOR will provide DSS a schedule of planned services in the event an
assessor quits/is terminated.
Exhibit A
Page 7 of 8
2. If Lead Assessor/Center Director is out for more than 10 working days, Vendor will
provide limited assessment services with scheduling availability beginning on the 11th
working day.
H. TRAINING ACTIVITES
1. CONTRACTOR will be required to perform a minimum of 2 training activities per contract
year for DSS staff.
a) Staff trainings will be scheduled on the same day as contract meetings.
2. Training activities will include information about, but not limited to:
a) overview of each assessment,
b) how assessments are administered,
c) what the results indicate,
d) how to discuss results with participants, and
e) best practices for assisting participants with limited English, learning disabilities
and participants with barriers to employment as indicated by the employability
evaluations.
I. CIVIL RIGHTS TRAINING
1. CONTRACTOR will provide annual Civil Rights training to their staff in the beginning of
every calendar year and will provide relevant proof to DSS by April 1st of every calendar
year.
V. DSS RESPONSIBILITES
DSS shall be responsible for the following activities:
1. Provide the CONTRACTOR CalWORKs referrals determined appropriate for LEP, LDE,
Third Party Assessment, or TSI assessment.
2. Provide CONTRACTOR a quiet and adequate conference room for group testing, or a
private interview room for individual testing at regional offices.
3. Provide current information and/or training to CONTRACTOR's staff on specific
areas/functions of the CalWORKs Employment Services Program when determined
helpful and/or needed for the successful delivery of the specialized assessments.
4. Provide all needed and appropriate supportive services for participants including
child care, transportation, and ancillaries.
5. Work with CONTRACTOR's staff for compliance resolution including good cause
determination and sanction.
Exhibit A
Page 8 of 8
6. Meet with CONTRACTOR's staff as often as needed to monitor services, exchange
pertinent information, resolve problems, and work together to coordinate services.
VI. PERFORMANCE MEASURES
DSS will consider CONTRACTOR performance levels when determining funding
recommendations for future Agreements. For the contract period, CONTRACTOR shall provide
specialized assessment testing to assist CalWORKs recipients in the development of Welfare to
Work Plans.
Performance Measure Required Level of Performance
Assessed Clients - the percentage of
CalWORKs recipients who complete an
assessment.
Measurement Parameters - CalWORKs clients
who attend the assessment and complete the
assessment.
Data Sources – Monthly Activity Report.
95% of all Department-referred clients who
attend the assessment will complete the
assessment.
Trainings – A minimum of 2 training activities
per contract year, to promote Specialized
Assessments.
Measurement Parameters – Trainings
provided by FACTS.
Data Sources – Monthly Activity Report
At minimum of 2 training activities per
contract year to promote Specialize
Assessments each contract year.
Exhibit B
Page 1 of 15
1
BUDGET SUMMARY: Year 1, FY 2019-2020 (12 Months)
VENDOR NAME: Foster Assessment Center & Testing Service, Inc. (FACTS)
SERVICE COMPONENT (Population and Location): Specialized Assessment
Services for CalWORKs WTW Participants in the County of Fresno
CATEGORY BUDGET ITEM # TOTAL
Salaries
Benefits
0100
0150
$ 130,000
$ 11,830
Payroll Taxes 0175 $ 12,597
SUBTOTAL: $ 154,427
SERVICES & SUPPLIES
Insurance
Communications
Office Expense
Equipment
Utilities
Contracts
Transportation
Program Supplies
Other (Indirect Costs)/10% Cap
0200
0250
0300
0350
0400
0450
0500
0550
0600
$ 5,164
$ 9,000
$ 46,064
$ 8,820
$ 6,180
$ - 0 -
$ 5,246
$ 17,257
$ 28,017
SUBTOTAL $125,748
TOTAL EXPENSES $280,175
Exhibit B
Page 2 of 15
2
BUDGET PERSONNEL DETAIL: FY 2019-2020
SERVICE COMPONENT (Population and Location): Specialized Assessment
Services for CalWORKs WTW Participants in the County of Fresno
SALARIES
Position % of Time Number of Monthly Salary/ Salary/Wages
On Project Months Hourly Wages Funds Requested
Bilingual, Center Director & Lead
Assessor
Direct
95% 12 $ 29.13
D= $57,566
Admin
5% A= $ 3,030
Secretary & Vocational
Technician 100 12 $ 16.00 D= $33,280
A= - 0 -
Staff Development Specialist:
Staff Recruitment; Staff
Development and Training
Direct
4% 12 $ 42.06 D= $ 3,499
Admin
2% A= $ 1,750
CEO & Director of Services:
Training of County of Fresno
Staff; Training of FACTS Staff;
Quality Assurance Monitoring;
Supervision of Fresno Director
and Assessment Staff
Direct
8% 12 $ 78.13
D= $13,000
Admin
4% A= $ 6,500
Chief Financial Officer &
Operations Manager: Supervision
of Monthly Budget Invoice
Direct
4% 12 $ 78.13
D= $ 6,500
Admin
3% A= $ 4,875
TOTAL EXPENSES $130,000
Admin Salaries Total/ $16,155 Total Direct Salaries/ $113,845
BENEFITS
Benefit Item (Calculation) Direct Admin Item Total
401k Pension Plan (John Hancock) $130,000 x 3.3% $3,756 $533 $ 4,290
Health Insurance (Blue Shield Med/Dent) $130,000 x 5.8% $6,603 $937 $ 7,540 Total Benefits: $10,359 $ 1,470 $ 11,830
TOTAL SALARIES AND BENEFITS: $141,830
Exhibit B
Page 3 of 15
3
BUDGET DETAIL: FY 2019-2020
BUDGET
LINE ITEM CATEGORY &
DESCRIPTION/CALCULATION SUBTOTAL TOTAL
0175
PAYROLL TAXES
Federal Unemployment Tax
$7,000 x 2 = $14,000 x .06
FICA/Medicare $130,000 x 7.65%
State Disability Insurance (SDI)
$130,000 x 1.0%
State Unemployment Insurance/ETT
$7,000 x 2 = $14,000 x 2.3%
Adjustment
$ 840
$ 9,945
$ 1,300
$ 322
$ 190
$ 12,597
0200 INSURANCE
Worker’s Compensation Liability
Professional Liability
General (including Auto/Cyber/Theft) Liability
$ 1,540
$ 420
$ 3,204
$ 5,164
0250 COMMUNICATIONS
Postage $60 monthly x 12 months
FACTS Website - Fresno share via 99 split for
updates and hosting
Phone & Fax with High Speed Internet Access
$260 monthly x 12 months
Translation Services (Non-English /Non-
Spanish) - Language Line for additional
languages $200 monthly x 12 month
Admin Participant & Job Specialist Feedback
Survey to analyze quality assurance and
contract compliance provided in Fresno
County annually
Admin Communications (postage, phone,
internet)
$ 720
$ 120
$ 3,620
$ 2,400
$ 800
$ 1,340
$ 9,000
0300 OFFICE EXPENSE
Facility Rent (Fresno Evaluation Center) 1932
usable square feet x $1.37 per square foot =
$2,647 monthly
$ 31,904
Exhibit B
Page 4 of 15
4
Janitorial Service $170 monthly
Computer Maintenance and Services in
Fresno & Electronic file storage and backup
and Microsoft Office annual licenses and email
accounts for FACTS-Fresno
Security System Monitoring $60 quarterly
FACTSTRACK Data Base Software Updates
and Servicing by Computer Programmer
Admin Office Expenses (includes
administrative office rent, computer consulting
and computer service at administrative office)
$ 2,040
$ 6,200
$ 240
$ 500
$ 5,180
$ 46,064
0350 EQUIPMENT
Service Agreement for
Photo Copier/Fax/Scanner $180 per quarter
Leasing Canon Copier
FACTS-Fresno computer/office
equipment/furniture depreciation
Admin Equipment costs including
administrative office equipment, service
contracts and administrative office equipment
depreciation
$ 720
$ 1,100
$ 4,000
$ 3,000
$ 8,820
0400 UTILITIES
Estimated Electricity ($310 per month) and
Estimated Gas ($80 per month) totaling $390
per month
Admin Utilities
$ 4,680
$ 1,500
$ 6,180
0450 CONTRACTS - 0 - - 0 -
Exhibit B
Page 5 of 15
5
0500 TRANSPORTATION
Mileage reimbursement for Assessor and Vocational
Technician travel to Fresno Regional district offices:
Selma: 44 miles x $0.36 - $15.84 x13 trips = $206
Reedley:68 miles x $0.36 = $24.48 x 13 trips = $318
FACTS Fresno staff mileage for FACTS quarterly Quality
Assurance meetings x 4 trips (Assessors) & 4 trips
(Vocational Technician/Secretary) = 8 trips total x 456
miles roundtrip to FACTS Thousand Oaks admin office x
$0.36 mileage reimbursement
Lodging in Thousand Oaks for FACTS Fresno staff for
Quality Assurance meetings and other various necessary
staff stayovers at administrative office occurs an average
of 4 nights annually x $135 per night lodging
Per diem meals when traveling overnight estimate 8
days x $38.50 daily per diem
Admin Supervisor’s leased auto, gas and maintenance
charged through 99 “all split” account, Fresno estimate
of 14% = $151 per month
Admin Lodging –Director of Services and Staff
Development Specialist occurs an average of 6 nights
annually x $125 per night lodging
$524
$1,313
$ 540
$ 308
$ 1,811
$ 750
$ 5,246
0550 PROGRAM SUPPLIES
Testing Supplies through 99 “all split” account, Fresno %
Office Supplies
Administrative office supplies
$ 14,657
$ 2,000
$ 600
$ 17,257
0600 OTHER (INDIRECT COSTS) Capped at 10%
$28,017
TOTAL EXPENSES $280,175
Exhibit B
Page 6 of 15
6
BUDGET SUMMARY: Year 2, FY 2020-2021 (12 Months)
VENDOR NAME: Foster Assessment Center & Testing Service, Inc. (FACTS)
SERVICE COMPONENT (Population and Location) Specialized Assessment Services
for CalWORKs WTW Participants in the County of Fresno
CATEGORY BUDGET ITEM # TOTAL
Salaries
Benefits
0100
0150
$ 130,000
$ 11,830
Payroll Taxes 0175 $ 12,597
SUBTOTAL: $ 154,427
SERVICES & SUPPLIES
Insurance
Communications
Office Expense
Equipment
Utilities
Contracts
Transportation
Program Supplies
Other (Indirect Costs)/10% Cap
0200
0250
0300
0350
0400
0450
0500
0550
0600
$ 5,164
$ 9,000
$ 46,064
$ 8,820
$ 6,180
$ - 0 -
$ 5,246
$ 17,257
$ 28,017
SUBTOTAL $125,748
TOTAL EXPENSES $280,175
Exhibit B
Page 7 of 15
7
BUDGET PERSONNEL DETAIL: FY 2020-2021
SERVICE COMPONENT (Population and Location): Specialized Assessment
Services for CalWORKs WTW Participants in the County of Fresno
SALARIES
Position % of Time Number of Monthly Salary/ Salary/Wages
On Project Months Hourly Wages Funds Requested
Bilingual, Center Director & Lead
Assessor
Direct
95% 12 $ 30.58
D= $60,416
Admin
5% A= $ 3,180
Secretary & Vocational
Technician
Direct 100% 12 $ 16.54 D= $34,404
Admin 0% A= - 0 -
Staff Development Specialist:
Staff Recruitment; Staff
Development and Training
Direct
3% 12 $ 42.06 D= $ 2,624
Admin
2% A= $ 1,750
CEO & Director of Services:
Training of County of Fresno
Staff; Training of FACTS Staff;
Quality Assurance Monitoring;
Supervision of Fresno Director
and Assessment Staff
Direct
7% 12 $ 78.13
D= $11,376
Admin
4% A= $ 6,500
Chief Financial Officer &
Operations Manager: Supervision
of Monthly Budget Invoice
Direct
2% 12 $ 78.13
D= $ 3,250
Admin
4% A= $ 6,500
TOTAL EXPENSES $130,000
Admin Salaries Total/ $17,930 Total Direct Salaries/ $112,070
BENEFITS
Benefit Item (Calculation) Direct Admin Item Total
401k Pension Plan (John Hancock) $130,000 x 3.3% $3,698 $592 $4,290
Health Insurance (Blue Shield Med/Dent) $130,000 x 5.8% $6,500 $1,040 $7,540
Total Benefits: $10,198 $1,632 $11,830
TOTAL SALARIES AND BENEFITS: $141,830
Exhibit B
Page 8 of 15
8
BUDGET DETAIL: FY 2020-2021
SERVICE COMPONENT (Population and Location): Specialized Assessment
Services for CalWORKs WTW Participants in the County of Fresno
BUDGET
LINE ITEM CATEGORY &
DESCRIPTION/CALCULATION SUBTOTAL TOTAL
0175
PAYROLL TAXES
Federal Unemployment Tax
$7,000 x 2 = $14,000 x .06
FICA/Medicare $130,000 x 7.65%
State Disability Insurance (SDI)
$130,000 x 1.0%
State Unemployment Insurance/ETT
$7,000 x 2 = $14,000 x 2.3%
Adjustment
$ 840
$ 9,945
$ 1,300
$ 322
$ 190
$ 12,597
0200 INSURANCE
Worker’s Compensation Liability
Professional Liability
General (including Auto/Cyber/Theft) Liability
$ 1,540
$ 420
$ 3,204
$ 5,164
0250 COMMUNICATIONS
Postage $60 monthly x 12 months
FACTS Website - Fresno share via 99 split for
updates and hosting
Phone & Fax with High Speed Internet Access
$260 monthly x 12 months
Translation Services (Non-English /Non-
Spanish) - Language Line for additional
languages $200 monthly x 12 month
Admin Participant & Job Specialist Feedback
Survey to analyze quality assurance and
contract compliance provided in Fresno
County annually
Admin Communications (postage, phone,
internet)
$ 720
$ 120
$ 3,620
$ 2,400
$ 800
$ 1,340
$ 9,000
0300 OFFICE EXPENSE
$ 31,904
Exhibit B
Page 9 of 15
9
Facility Rent (Fresno Evaluation Center) 1932
usable square feet x $1.37 per square foot =
$2,647 monthly
Janitorial Service $170 monthly
Computer Maintenance and Services in
Fresno & Electronic file storage and backup
and Microsoft Office annual licenses and email
accounts for FACTS-Fresno
Security System Monitoring $60 quarterly
FACTSTRACK Data Base Software Updates
and Servicing by Computer Programmer
Admin Office Expenses (includes
administrative office rent, computer consulting
and computer service at administrative office)
$ 2,040
$ 6,200
$ 240
$ 500
$ 5,180
$ 46,064
0350 EQUIPMENT
Service Agreement for
Photo Copier/Fax/Scanner $180 per quarter
Leasing Canon Copier
FACTS-Fresno computer/office
equipment/furniture depreciation
Admin Equipment costs including
administrative office equipment, service
contracts and administrative office equipment
depreciation
$ 720
$ 1,100
$ 4,000
$ 3,000
$ 8,820
0400 UTILITIES
Estimated Electricity ($310 per month) and
Estimated Gas ($80 per month) totaling $390
per month
Admin Utilities
$ 4,680
$ 1,500
$ 6,180
0450 CONTRACTS - 0 - - 0 -
Exhibit B
Page 10 of 15
10
0500 TRANSPORTATION
Mileage reimbursement for Assessor and Vocational
Technician travel to Fresno Regional district offices:
Selma: 44 miles x $0.36 - $15.84 x13 trips = $206
Reedley:68 miles x $0.36 = $24.48 x 13 trips = $318
FACTS Fresno staff mileage for FACTS quarterly Quality
Assurance meetings x 4 trips (Assessors) & 4 trips
(Vocational Technician/Secretary) = 8 trips total x 456
miles roundtrip to FACTS Thousand Oaks admin office x
$0.36 mileage reimbursement
Lodging in Thousand Oaks for FACTS Fresno staff for
Quality Assurance meetings and other various necessary
staff stayovers at administrative office occurs an average
of 4 nights annually x $135 per night lodging
Per diem meals when traveling overnight estimate 8
days x $38.50 daily per diem
Admin Supervisor’s leased auto, gas and maintenance
charged through 99 “all split” account, Fresno estimate
of 14% = $151 per month
Admin Lodging –Director of Services and Staff
Development Specialist occurs an average of 6 nights
annually x $125 per night lodging
$524
$1,313
$ 540
$ 308
$ 1,811
$ 750
$ 5,246
0550 PROGRAM SUPPLIES
Testing Supplies through 99 “all split” account, Fresno %
Office Supplies
Administrative office supplies
$ 14,657
$ 2,000
$ 600
$ 17,257
0600 OTHER (INDIRECT COSTS) Capped at 10%
$28,017
TOTAL EXPENSES $280,175
Exhibit B
Page 11 of 15
11
BUDGET SUMMARY: Year 3, FY 2021-2022 (12 Months)
VENDOR NAME: Foster Assessment Center & Testing Service, Inc. (FACTS)
PROPOSED SERVICE COMPONENT (Population and Location): Specialized
Assessment Services for CalWORKs WTW Participants in the County of Fresno
CATEGORY BUDGET ITEM # TOTAL
Salaries
Benefits
0100
0150
$ 130,000
$ 11,830
Payroll Taxes 0175 $ 12,597
SUBTOTAL: $ 154,427
SERVICES & SUPPLIES
Insurance
Communications
Office Expense
Equipment
Utilities
Contracts
Transportation
Program Supplies
Other (Indirect Costs)/10% Cap
0200
0250
0300
0350
0400
0450
0500
0550
0600
$ 5,164
$ 9,000
$ 46,064
$ 8,820
$ 6,180
$ - 0 -
$ 5,246
$ 17,257
$ 28,017
SUBTOTAL $125,748
TOTAL EXPENSES $280,175
Exhibit B
Page 12 of 15
12
BUDGET PERSONNEL DETAIL: FY 2021-2022
PROPOSED SERVICE COMPONENT (Population and Location): Specialized
Assessment Services for CalWORKs WTW Participants in the County of Fresno
SALARIES
Position % of Time Number of Monthly Salary/ Salary/Wages
On Project Months Hourly Wages Funds Requested
Bilingual, Center Director & Lead
Assessor
Direct
95% 12 $ 31.54
D= $62,320
Admin
5% A= $ 3,280
Secretary & Vocational
Technician
Direct 100% 12 $ 17.41 D= $36,200
Admin 0% A= - 0 -
Staff Development Specialist:
Staff Recruitment; Staff
Development and Training
Direct 2%
12 $ 42.06 D= $ 1,750
Admin 2% A= $ 1,750
CEO & Director of Services:
Training of County of Fresno
Staff; Training of FACTS Staff;
Quality Assurance Monitoring;
Supervision of Fresno Director
and Assessment Staff
Direct
6.2% 12 $ 78.13
D= $10,075
Admin
4% A= $ 6,500
Chief Financial Officer &
Operations Manager: Supervision
of Monthly Budget Invoice
Direct
3% 12 $ 78.13
D= $ 4,875
Admin
2% A= $ 3,250
TOTAL EXPENSES $130,000
Admin Salaries Total/ $14,780 Total Direct Salaries/ $115,220
BENEFITS
Benefit Item (Calculation) Direct Admin Item Total
401k Pension Plan (John Hancock) $130,000 x 3.3% $3,802 $488 $4,290
Health Insurance (Blue Shield Med/Dent) $130,000 x 5.8% $6,683 $857 $7,540
Total Benefits: $10,485 $1,345 $11,830
TOTAL SALARIES AND BENEFITS: $141,830
Exhibit B
Page 13 of 15
13
BUDGET DETAIL: FY 2021-2022
SERVICE COMPONENT (Population and Location): Specialized Assessment
Services for CalWORKs WTW Participants in the County of Fresno
BUDGET
LINE ITEM CATEGORY &
DESCRIPTION/CALCULATION SUBTOTAL TOTAL
0175
PAYROLL TAXES
Federal Unemployment Tax
$7,000 x 2 = $14,000 x .06
FICA/Medicare $130,000 x 7.65%
State Disability Insurance (SDI)
$130,000 x 1.0%
State Unemployment Insurance/ETT
$7,000 x 2 = $14,000 x 2.3%
Adjustment
$ 840
$ 9,945
$ 1,300
$ 322
$ 190
$ 12,597
0200 INSURANCE
Worker’s Compensation Liability
Professional Liability
General (including Auto/Cyber/Theft) Liability
$ 1,540
$ 420
$ 3,204
$ 5,164
0250 COMMUNICATIONS
Postage $60 monthly x 12 months
FACTS Website - Fresno share via 99 split for
updates and hosting
Phone & Fax with High Speed Internet Access
$260 monthly x 12 months
Translation Services (Non-English /Non-
Spanish) - Language Line for additional
languages $200 monthly x 12 month
Admin Participant & Job Specialist Feedback
Survey to analyze quality assurance and
contract compliance provided in Fresno
County annually
Admin Communications (postage, phone,
internet)
$ 720
$ 120
$ 3,620
$ 2,400
$ 800
$ 1,340
$ 9,000
0300 OFFICE EXPENSE
$ 31,904
Exhibit B
Page 14 of 15
14
Facility Rent (Fresno Evaluation Center) 1932
usable square feet x $1.37 per square foot =
$2,647 monthly
Janitorial Service $170 monthly
Computer Maintenance and Services in
Fresno & Electronic file storage and backup
and Microsoft Office annual licenses and email
accounts for FACTS-Fresno
Security System Monitoring $60 quarterly
FACTSTRACK Data Base Software Updates
and Servicing by Computer Programmer
Admin Office Expenses (includes
administrative office rent, computer consulting
and computer service at administrative office)
$ 2,040
$ 6,200
$ 240
$ 500
$ 5,180
$ 46,064
0350 EQUIPMENT
Service Agreement for
Photo Copier/Fax/Scanner $180 per quarter
Leasing Canon Copier
FACTS-Fresno computer/office
equipment/furniture depreciation
Admin Equipment costs including
administrative office equipment, service
contracts and administrative office equipment
depreciation
$ 720
$ 1,100
$ 4,000
$ 3,000
$ 8,820
0400 UTILITIES
Estimated Electricity ($310 per month) and
Estimated Gas ($80 per month) totaling $390
per month
Admin Utilities
$ 4,680
$ 1,500
$ 6,180
0450 CONTRACTS - 0 - - 0 -
Exhibit B
Page 15 of 15
15
0500 TRANSPORTATION
Mileage reimbursement for Assessor and Vocational
Technician travel to Fresno Regional district offices:
Selma: 44 miles x $0.36 - $15.84 x13 trips = $206
Reedley:68 miles x $0.36 = $24.48 x 13 trips = $318
FACTS Fresno staff mileage for FACTS quarterly Quality
Assurance meetings x 4 trips (Assessors) & 4 trips
(Vocational Technician/Secretary) = 8 trips total x 456
miles roundtrip to FACTS Thousand Oaks admin office x
$0.36 mileage reimbursement
Lodging in Thousand Oaks for FACTS Fresno staff for
Quality Assurance meetings and other various necessary
staff stayovers at administrative office occurs an average
of 4 nights annually x $135 per night lodging
Per diem meals when traveling overnight estimate 8
days x $38.50 daily per diem
Admin Supervisor’s leased auto, gas and maintenance
charged through 99 “all split” account, Fresno estimate
of 14% = $151 per month
Admin Lodging –Director of Services and Staff
Development Specialist occurs an average of 6 nights
annually x $125 per night lodging
$524
$1,313
$ 540
$ 308
$ 1,811
$ 750
$ 5,246
0550 PROGRAM SUPPLIES
Testing Supplies through 99 “all split” account, Fresno %
Office Supplies
Administrative office supplies
$ 14,657
$ 2,000
$ 600
$ 17,257
0600 OTHER (INDIRECT COSTS) Capped at 10%
$28,017
TOTAL EXPENSES $280,175
Exhibit C
Page 1 of 2
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 C
Page 2 of 2
(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: