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Brian

Attached please find documented position statement as of Aug. 1
st
, 2014.
Please be advised that upon conferring with legal counsel and PGCPS Grants
Department, if complete remittance of amount owed is not conferred by COB
Friday August 8
th
, 2014, immediate recovery actions will procedure against
EduSerc Inc.
- - -

Starting in April, I (Diane Spann) requested several times of Brian Smith that
management meetings be conducted in order to perform normal due-diligence
management procedures and work relative to wrapping up year one of the 21stCCLC
program at Dwight D. Eisenhower MS, (i.e. review issues, evaluate effectiveness of
program strategies based on academic pre and post tests and attitude surveys
administered to students, evaluate needs assessment information generated by Ms.
Spanns meetings with school staff, set schedules for completion of work, perform
appropriate due-diligence analysis of program in order to prepare for MSDE-
mandated, Year 2 Continuation Reports, external evaluator reports, address needs of
the students/school community for Year 2; [Note: email, D. Spann: April email]. To
these requests, Brian Smith was either nonresponsive or indicated that he was
unable to meet due to other obligations. This has been an area of continued concern
to Ms. Spann, particularly in light of Mr. Smithss failure to follow through on
implementing the information management system outlined in proposal strategies
and planning meetings; designed to capture appropriate program data [Note: email
documentation: email to Mr. Smith and his response, March 20
th
, 2014.]

In spite of several verbal discussions with Brian Smith and email documented
correspondences), beginning in April, regarding the processes required for
appropriate close-out reporting, evaluation, and subsequent review of
DDEMS needs assessments per my meetings with school staff, my voicing
again of ongoing concerns regarding proper collection of data in light of
EduSerc not following through on acquiring the information management
system (for which MSDE already paid for development through a former
grant) and compilation of required documents, and completion of appropriate
analysis and documents for the thoughtful completion of MSDE continuation
report due the following month, you chose to issue a stop work order via
email; sent to the administrative/management of the project.

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Brian Smith mandated shut-down of required work for appropriate
reporting to stakeholders; including but not limited to MSDE,
Evaluator, and School [Note: B. Smith; email documentation] further
restricting my ability to perform the appropriate due diligence work
on the grant.


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Meeting; May 29
th
, 2014. Brian Smith stated at the staff meeting
(Approximately 4:30 p.m.; Attendees: Sean Spann, Malvery Smith, Diane
Spann all attendees owed several months pay by Eduserc) that MSDE had
not paid EduSerc Inc. on invoiced items; there for EduSerc is unable to remit
payment as owed for several months unpaid work (last complete payment
received by staff in January 2014.) Brian Smith indicated that he would keep
us abreast of any changes as soon.. as MSDE remits a payment to
EduSerc. Note that Brian Smiths communications to date regarding MSDE
payments have only been verbal there has been no management and/or
status report meetings related to the budget; no budget
evidence/documentation has been disclosed; not even with the program
manager to facilitate appropriate budgetary/program oversight.

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Transparency - Use of federal funds...

Meeting: July 8
th
, 2014. After several attempts to meet to work on the MSDE
Continuation Report for Year 2, meeting occurred on July 8
th
. (Present: Brian Smith,
Director; Diane Spann, Program Manager; Yvette Smith,)
Agenda: Diane Spann prepared agenda to:
A) Focus on work for grant; including getting access to data maintained
by EduSerc
B) Discuss status of payment to staff for unpaid wages

Synopsis:
I.) grant work Mr. Smith dismissed prepared MSDE Continuation
Report agenda [Note: Agenda prepared by D. Spann]; indicating the
following
`a) He had not reviewed the report MSDE Continuation Report to
date [Note: Due diligence & timeliness of MSDE reports].
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b) Instead of completing the MSDE Continuation Report as a tool
for evaluating year 1 and conducting an analysis to make
modifications and refinements on the year 2 plan as was anticipated for
this meeting by Ms. Spann, Mr. Smith revealed that he was going in a
completely different direction for the program in Year 2 one that
protects EduSerc branding... Based on his explanation of his vision
for Year 2, there is a major concern that his priorities as set forth are
completely inconsistent with those of our school stakeholder, the grants
targeted student population and MSDE objectives.
[Note1. Inconsistency with policies for continuation of approved
grant;
Note2. Research on execution of grant regulations where grantee
mission conflicts with program goals;
Note3. Concerns regarding appropriate educational model for
cognitive development of lower performing students in context of CCSS
student population]

II. ) Payment of wages owed to D. Spann and other staff since January 2014.
Brian Smith stated that he could not say when we would be paid, said that at
least teachers were not full-time like he was; ended conversation with what
can I tell you. Additionally, Mr. Smiths discussions of his philosophy
regarding the Directors time and effort reports during year 2, while
consistent with evidence of the manner of hours charged to the grant this
year, appears in my professional opinion to be either indirect hours and/or
hours related to other projects, as the Director position actually can be related
to minimal program outputs (mostly reports, which were supported by
administrative staff and data provided from program manager). Finally, D.
Spann and Brian Smith had debate regarding his idea regarding what
expenses the school should not be reimbursed for out of the 15% indirect
costs that will be available to EduSerc, as

Meeting Results:
Item I. D. Spann indicated to Mr. Smith the concerns regarding both the lack of
timely, thoughtful completion of the MSDE Continuation Report for Year 2, and
what is perceived as a continual lack of thoughtfulness for implantation of the
program and misplaced priorities relative to the needs of the specific students
that we are serving with this grant. I indicated to Mr. Smith that I would need to
review his new proposal for the direction of the project no later than Monday
July 14
th
, 2014, as that would be only a week before the MSDE Continuation
Report was due to MSDE, greatly hindering the ability to perform qualtity due-
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diligence related to the MSDE Continuation Report and analysis process for Year
2. [Note: Fiduciary Responsibility on Federal Grants: Timeline for report MSDE
Reports]. Subsequently, Mr. Smith sent an email on July 20
th
, one day prior to
the due date of report, requesting the location of information from staff that
he had already told that work on the grant was shut down.
Item II. See below

Item2. Prior to this July 8
th
meeting, Ms. Spann learned from someone other
than Mr. Smith that EduSerc received a payment at the beginning of July from
MSDE on invoices that was submitted by EduSerc to MSDE. Mr. Smith did not
relate this information; and only admitted to this fact when questioned. On
July 9
th
, 2014, I received payment for a surprising minimal payment as
follows:

EduSerc only remitted about $1000; which represents approx. 30 hrs. at a $34/hr
($34/hr is estimated hourly rate applied to work hours based on Program Manager
budgeted line item amount of $25,000.) This payment did not even represent a bi-
monthly period if based on $34/hr; and little more than a tenth of amount owned per
Program manage line item. This payment amount was arbitrary and low (for me and
other staff as well), lack of transparency for funds owed to me and other staff since
January, and lack a demonstration of fiduciary responsibility for budget management. I
requested documentation regarding payment calculation/ justification. To date, Mr.
Smith has failed to respond to the three requests made for documentation.

Summary:
EduSerc has neglected to follow and/or facilitate, standard due diligence monitoring
and oversight relative to the collaboration and management of the grant
budget. Additionally, you have ignored the several email requests made after I
received the nominal payment noted above. As I've, requesting that you provide
justification for how funds Eduserc has received from MSDE; on invoices based on
time sheets have been paid. This response is consistent with other responses to
program management issues brought to the attention of Brian Smith. In this regard,
in spite of management meeting requests, Brian Smith has demonstrated little
fiduciary responsibility (ie failed to share budget information, failed to work with
program manager to make appropriate programming decisions based in budgeted
items and program needs, etc. ; receiving the July 1st payment referenced above.
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As July 31, 2014 marked the end of the grant period and EduSerc has yet to
remit payment to Diane Spann and Sean Spann, please be advised that at this
point I have sought legal counsel and am prepared to take legal and other
action if full payment of the balance owed based on the program grant
proposal