HomeMy WebLinkAboutSubmittal-City Attorney (1)Change to the Construction Administration Agreement included in agenda package
Amend Section 5.2 as follows:
(b) The Stadium Developer shall enter into a Construction Management
Contract with Hunt/Moss, a Joint Venture, to oversee the construction of the Baseball Stadium,
and, subject to terms and conditions that must be expressly approved by the County and the
City, to oversee the construction of the Public Infrastructure. The Construction Management
Contract shall be consistent with the terms of this Agreement and shall at all times contain the
requirements set forth below and in Exhibit O attached hereto. The Stadium Developer shall
submit to the County and the City, for their review and approval, the Construction
Management Contract at least ten (10) days prior to its execution. With respect to the
provisions of the Construction Management Contract relating solely to the construction of the
Baseball Stadium, the County's and City's approval shall be limited to the reasonable
determination that the Construction Management Contract complies with the express
requirements set forth in this Agreement, and such approval (or responsive comments) shall be
provided within seven (7) days. The Government Parties' approval of the Construction
Management Contract shall not be deemed a waiver of any rights of the Government Parties
contained in this Agreement. The Construction Management Contract shall include provisions
in compliance with Applicable Laws, including the County's Community Small Business
Enterprise programs (CSBE and SBE), Community Workforce programs ("CWP") and
responsible wages and benefits and requisite bonding from the Stadium Developer and the
Construction Manager as provided in Sections 3.8(f), 3.8(g), 5.2(d), and 5.2(e), the insurance
requirements set forth in Sections 8.1 and 8.2, and provisions under which the Construction
Management Contract may be assigned to the County in accordance with this Agreement. The
CSBE and SBE goals for the Baseball Stadium Project and the Public Infrastructure Work will
be established for each construction trade package. The Review Committee will r-ee ,.,,.,,en
which the County Eggs will include at least one (1) member designated by the City -solely for
the Baseball Stadium Wark and the Public Infrastructure Work, will recommend to the County
M pager such CSBE and SBE goals in consultation with the CRMBIX.Small Business
Department ("SBU'), the City, the Stadium Developer and the Construction Manager. The
County Manager shall establish the CSBE and SBE goals upon receipt of the recommendations
from the Review Committee. In the event the County M .,.,,,of intends to establish GSBE an
SBE geals that are lower- than the goals r-eeew,&nanded by the Review Gopwnittee, the County
Manager- shall submit to the Review Gewrnittee the proposed goals, together- with detailed
feasons for- the ehanges 4 -em the goals pfepesed by the Review Geffffnit-tee. The Re;,4ew
Committee shall have a peiied of ten (10) ealendar days in whieh to review and aeeept, e
Feeemmend-elanges toy -the -goals -bei . I id by County Manugen The Parties agree
that CSBEs and S Es having an actual place of business in the County,as that
have been designated in the City's Communis Development Plan as Neighborhood
Developmot Zones ("NDZ" ). as depicted in Exhibit F, shall be given an equal opportunity to
compete for business in the construction of the Baseball Stadium Proiect, The Stadium
Developer agrees to include in the Construction Management Agreement a prohibition agains
imposing any requirements on CSBEs/SBEs that are not customary, not otherwise required by
law, or impose a financial burden that intentionally impacts CSBEs and/or SBEs. The Stadium
Developer and the Construction Manager agree to employ a mm rehensive outreach program
to identify, recruit, educate and assist small and local businesses for the Baseball Stadium
Project, The outreach pros m will aim to ensure that qualified and interested firms ure
identified and educated on the portions of the project for which they may be able to participate,
and that firms are given education and industry resources on issues such as proigct bonding and
partnering opportunities with larger firms. The Stadium Developer agrees to a ocate for a
more effective use of the existing Working Capital and Bonding Assistance Programs that have
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been_ established by the SBD for small local businesses. The Stadium Developer further agrees
o include in the Construction Management Agreement a requirement that the Construction
anager nay all prime contractors within five (5) business days of the Construction Manager's
rcpt of payment from the Proiect construction fund and that each prime contractor will pay
its subcontractors and/or suppliers (if appropriate) within five (5) business days after the prime
contractor receives its payment (but within 48 hours in the case of subcontractors t at
CSBE and SBE firms in accordance with Sections 10-33.02 and 2-8.1.1.1.1, respectively. of
e Miami -Dade County Code), The SBD has advised the Stadium Developer that the
Baseball Stadium Proiect shall be subiect to a current CWP goal of 10%, in accordance with
County Code Section 2-1701 and County Administrative Order 3-37 (collectively, the "GWP
$g, 1 tions"). Any modification to the CWP goal shall be established in accordance with the
goccdure set forth above for the establishment of the CSBE/SBE goals. Thee SBD
has recommended that the Construction Manager utilize SBD's hiring clearinghouse, to recruit
workers to fill needed positions for skilled laborers on the Baseball Stadium Proiect, The SBD
has advised the Stadium Developer that when the Construction Manager submits iob hiring
requests through the SBD clearinghouse. SBD (including the staff person covered in_Section
5.14 hereof) will submit such hiring requests thr ugh the clearinghouse. as well as through any
available Workforce Development Organizations, Workforce Recruitment/Referral
Ql:ganizations and other iob hiring databases (including the South Florida Workforce and other
pion and non-union clearinghouses). and SBD will submit the hiring requests to all designated
target areas ("DTAs") in Miami -Dade County, in addition to the DTA in which the Baseball
Stadium is located in order to fill such hiring needs as efficiently as possible and with as many
uualified candidates from within the DTAs as possible The Stadium Developer shaft cause the
Construction Manager to use diligent efforts to recruit workers from the DTAs and NDZs to
satisfy the CWP goal. subiect to Section 2-1701 of the Mianli-Dade County Code. The
compliance and penalty provisions set forth in t_he CWP Regulations shall 2R y to the local
workforce hiring provisions of this Section. In addition, the Construction Management
Agrgement shall contain language that the Construction Manager will as ire to have as many
local workers and local firms as reasonabl practical and aspire to have at least 50% of the
Baseball Stadium Project workers be residents of Miami -Dade County, 20% of which areCity
of Miami residents, and asnire tQ haye at least 35% of the fines hired as subcontractors on the
Baseball Stadium Project be firms located_ w ithirt Miami -Dade County. The Stadium
Developer shall use reasonable diligent efforts to execute the Construction Management
Contract within forty-five (45) days following the effective date of the Stadium Agreements.
The Stadium Developer shall not amend the above -referenced provisions or materially amend
the substantive provisions of the Construction Management Contract that affect the County or
the City without the consent of the County or the City (as applicable), which consent shall not
be unreasonably conditioned, withheld or delayed. The County's Small Business r,o,,.,ftme„*
("SBD") has advised the Stadium Developer- dia� the Baseball Stadiwn Pr-E�eet sha4l be subjec4
to GALP goal of 10-4, in aeeer-danee-with Commode See ien 2 1701 and
Administfative Order- -3-37 (eelleetivel-y, the "CALP Regulations"). The County's SBD has
r-eeenumended giat Du
ri e,_terrn of the construction the Construction Manager utilize
SBP's hiring elear-inoeuse to r-eerdit wer4Eefs to fill needed positions for- skilled labeFer-s eii
the Baseball Stadium Ffejeet. SBD has advised the Stadium Developer- that when thp
Genstfuetion Manager- submits job hiring requests tlueugh the SBD elear-inghouse, SBD
(ineluding the staff per -son eaver-ed in Section 5.14 her-eeg %41! submit stwh hififig requests
thfough the b
(ine-luding the -Sem-Rler-id W vr^ .ee), and SBD will subt—the hir-in o osis to al
designa4ed tar -get afeas ("DT -As") in Miami Dade County in addition to the DTA in whiek the
Baseball Stadium is leea4ed in or -def to fill sueh hir-ing needs as effleiently as possible and %4t
as many qualified eandidatesffeffl within pessible, and the BD haIl_royide
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monthly reportinagmpgardinu the proeress of the CSBE, SBE. CBE, and CWP programs
described above.
Add the following provision as Section 5.2(f):
Subject to the applicable provisions of Section 255.20, Florida Statutes. rear qualification
requirements ,the Stadium Developer shall Mgpire_the Construction Man ergo include thf
following provision in ai package:
"Any sub -contractor or contractor submitting a bid must acknowledge that in performance of a
subcontract, contract or any subcontract thereof, no apprentices or trainees may be utilized in a
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particular recognized trade/work classification as otherwise provided for in Section 6 A. -E.,
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Apprentices and Trainees, of the Supplemental General Conditions to Bidders of the Miami-
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Dade County Responsible Employer Ordinance, Section 2-11.16 of the Code of Miami Dade
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County unless at the time of bid submission they establish and certify for that particular
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trade/work classification:
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That the firm participates in an Apprenticeship Program and shall continue to participate in
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such program or programs for the duration of the project for those trade/work classifications in
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which apprentices or trainees may be used.
An Apprenticeship Program is an apprenticeship program that is currently registered with and
approved by the U.S. Department of Labor or with a State Apprenticeship Agency and has
graduated apprentices to journeymen status for at least two of the past five years.
The firm shall provide, with this Certification, a list of all trade/work classifications of craft
employees it will employ with apprentices on the project and documentation verifying it
participates in an Apprenticeship Program for each trade/ work classification listed and that the
apprentices are attending school."
Add the following provision as Section 5.2(g):
The Stadium Developer shall cause the Construction Manager to comply with all of the
CSBE and SBE requirements set forth in Section 5.2(a) above during each phase of the
construction of the Baseball Stadium. Should the Construction Manager fail to comply with all
of the CSBE and SBE requirements set forth in Section 5.2(a) above. the Stadium Developer
shall cause the Construction Manager to make up the deficit on future phases of the construction
of the Baseball Stadium. If the Construction Manager is unable to make up the deficit on future
phases of the construction of the Baseball Stadium and the Construction Manager had failed_ to
exercise reasonable good faith efforts to achieve such goals, then the Stadium Developer agrees
to make a contribution equal to 150% of the deficit percentage of the construction phase(s)_in
question into the Department of Business Development's Compliance Trust Fund. In the event
any such payment becomes due. the Stadium Developer agrees that it will not pass the expense
of such payment onto any CSBE or SBE that is in compliance with its contractual obligations.
Amend the first sentence of Section 11.1.1 to read as follows:
Termination for Convenience. Any Party shall have the right at any time prior to the earlier of
0 July 1, 2009, butafter-the Ge „ty h issued County Bonds i the afneunts eess r y e
satisfy its Rind; obligation Seetio 6.2(x)and (ii) the date that the County-seeures fir
fi-st par-agfaph of Seetio,, 6.2 of this AgFeemr* extutes the final
bond
purchase agreement
and/or comoletcs_a meet iv _ l with respect -to the County Bonds
secured
by the
Convention
Dey l PnZent_Tax_and PrpfessionalSorts Franchise Facility T_ax/T_ourist Development Tax, by
written notice to the other Parties, to terminate this Agreement without cause and/or for the
Party's convenience.
Submitted into the public
record in connection with
items SPA, SP.2 & SP.3
on 03-19-09
Priscilla A. Thompson
Changes to the City Parking Agreement as included in agenda package
Amend Article I. to add the following definitions:
"NDZs" means the areas that have been designated in the City's Community Development
Plan as Neighborhood Development Zones. The NDZs have been qualified by the Labor
Market Statistics as Targeted Employment Areas due to their high unemployment rates and are 3 11 a
depicted in Exhibit P. o '^ o
Y u 06 t
"RFP" means the solicitation documents for the procurement of a contractor or construction � N d
manager for the performance and management of the construction of the Parking Facilities in
accordance with Applicable Law.
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"Small Business/Local Workforce Goals" means the local businesses and workforce goals to �, L °� o
be included in the RFP to be issued by the City for the development of the Parking Facilities as
provided in Section 4.3.
Amend Article II, Parking Facilities as follows:
The City shall construct or cause to be constructed, on the City Parking Site, Parking Structures
and Surface Lots (together, the "Parking Facilities") that will include approximately 6,000
(subject to Section 4.8) parking spaces held for use as provided in this Agreement, and will
operate and provide access to such Parking Facilities, on the terms set forth in this Agreement.
The general configuration, layout and design features of the Parking Facilities are more
particularly described in the Parking Criteria attached hereto as Exhibit B (the "Parkin
Criteria"), and will be reflected in the Parking Design Documents. The City estimates the
construction cost of the Parking Facilities at $94 million. The Parties acknowledge that the
City ill not use ad -valorem revenues to fund construction of the Parking Facilities and the
Parties further acknowledge that if the cost of construction (exclusive of soft costs and tenant
improvements) exceeds $94 million the number of parking spaces will be reduced accordingly.
Create a new Section 4.3 as follows:
4.3 Construction Manager. The City shall retain a contractor or construction manager
for the performance and management of the construction of the Parking Facilities in
accordance with Applicable Law. The City shall inelude in the R.FP Small Business/Leeal
° The City shall include in the RFP Small Business/Local Workforce
Goals to be determined prior to the issuance of the RFP. The goals shall require that
preference be given to small businesses having an actual place of business in, and workers with
a residence in, the DTAs (as defined in the County's CWP Regulations) and the NDZs. The
Small Business/Local Workforce Goals for the construction of the Parking Facilities will be
established for each construction trade package by the City Manager. In the event the City
wishes to use or design a _program similar to the Miami -Dade County Community Small
Business Enterprise programs and Community Workforce Program (the "Local Business
Programs"), the County agrees to work in good faith with the City in establishing; the
procedures that will allow the City and the contractor or construction manager to use the
databases and services of the Local Business Programs, including 6) ting a as*., ase of
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the County SBD will provide a listing of all certified CSBE firms (for the relevant construction
trades) with their business addresses, 60 permitting the Construction Manager to utilize the
Local Business Programs to satisfy the Small Business/Local Workforce Goals, including but
not limited to, submitting job hiring requests through the County's Small Business Department
(SBD) clearinghouse, and other union and non-union .-I,:°:tr;+i,-!houses, and (iii) directing the
SBD to submit the hiring requests to all DTAs leeated .vitffikn Ohe City of Mia and NDZs,
with the goal of filling such hiring needs as efficientlpassible and ti�ith as many qualified
candidates from within the DTAs and NDZs as possible.
Amend Section 4.8 (to cap City's contribution to construction of the Parking Facilities) as
follows:
4.8 Number of Spaces. The City shall have the right to (a) replace spaces in Parking
Structures with spaces in Surface Lots on the City Parking Site; (b) reduce the number of
spaces in the Parking Facilities Strdetffe to approximately 5,700; and/or (c) relocate the
Surface Lots or any parking spaces to be located within Surface Lots to other surface lots
located outside of the City Parking Site that are of comparable distance to the Baseball
Stadium; provided that in no event under (a) — (c) above shall the total number of spaces in the
Parking Facilities (including any surface lots and/or parking spaces located outside the City
Parking Site as contemplated in clause (c) above) be less than 5,500. Notwithstanding the
foregoing, the City shall have the right to reduce the number of spaces in the Parking Facilities
in the event the cost of construction of the Parking Facilities (exclusive of soft costs and
tenant improvements) exceeds $94 million.
Submitted into the public
record in connection with
items SPA, SP.2 & SP.3
on 03-19-09
Priscilla A. Thompson
Changes to Operating Agreement as included in agenda package
Amend Section 6.3 as follows:
6.3 Stadium Event Proceeds. As it relates to the use of the Baseball Stadium each
Operating Year for Stadium Events with an attendance of 5,000 or more people and with
respect to which the Operator is paid revenues, other than MLB Home Games, MLB Jewel
Events, other baseball or Team -related events, and Community Events, the Parties agree that:
(a) the Operator shall retain the revenues from each of the first ten (10) such Stadium Events in
such Operating Years alb for the term of the gating Agreement: (b) for the first 10
Operating Years. (i) the Operator shall split 50% - 50% with the County the Operator's net
income from such Stadium Events eleven (11) and beyond in such Oper-ating Year-; and (i)
100% of the County's t,^,r A- f ^ eh net ; shall be deposite throwd fifteen (15) for each
of those Operating Years with each partyontributing all of their proceeds into the Capital
Reserve Fund and (ii) for each Stadium Event after number fifteen (15). the Operator and the
County shall split such net income 50% each, with the County depositing all of its share into
the Capital Reserve Fund and the Operator depositing half of its 50% share into the C_ apital
Reserve Fund: and (c) for Operating Year 11 through the end of the Operating Term. (i) the
Operator shall split SQ% - 50f° with the County the Operator's net income from such Stadium
Events eleven (11) through twenty (20) for each of those _ Aerating Years with each party
contributing all of their prose into the Capital Reserve Fund and (ii) 500; of the Oper^*^r'^
half of sueh oet ineeme shall be deposited into the Capital Resefve Ftffid, with the Oper-a4e
5W,"o. and (ii) for each such Stadium Event after number twenty (20).
the Operator and the County shall sl2lit such net income 50% each, with the County depositing
all of its share into the Capital Reserve Fund and the Operator depositing_ half of its 50% share
into the Capital Reserve Fund. Such deposits shall be in addition to the amounts otherwise
payable to the Capital Reserve Fund under Article IX. For purposes of this Section 6.3, a
multi -day event or group of related events (e.g., a multi -day convention or concert tour) shall
be considered a single event. The Operator shall provide the County Representative an
accounting of any and all net income deposited into the Capital Reserve Fund pursuant to this
Section 6.3 following each Operating Year.
Amend Section 7.1(a) as follows:
(a) Theergor shall, or shall cause the Team to, maintain, fund, and
vigorously promote 4stfic• not-for-profit Florida Marlins Community Foundation (the "Team
Foundation") as well as the Team's own internal community relations efforts, which
collectively are focused on promoting educational, athletic, health, social 'and community
service programs with a particular focus on Miami -Dade County and the City of Miami in
addition to other activities for South Florida's youth. Com_menqin- _i.Lhe first year of the
Term, and thereafter in each year othe Terni, the Operator shall make, or shall cause
the Team to make, a financial contribution through tl a eam Foundation Por _thc_ re oin
purposes in the amount of $500.000 per year, provided that for the first 7 years and six months
of the Term. $125.000 of this amount shall be paid $100.000 to
Foundation of Miami -Dade County. Inc. and $25.000 to the City '3 Heart of
Our Parks Fund for baseball -related programs designed to support youth and community based
programs within their respective iurisdictions including youth baseball leagues baseball
camps, after school programs, internships and opportunities for ndemrivileged youth.
Add new Section 7.1(f) as follows.
The Team shall build or improve a total of 39 baseball fields in Miami -Dade County with at
least three (3) in each Miami -Dade County Commission district and at least ten (10) that are
located within the City of Miami. The Team agrees to build or improve at least 1 baseball field
each year of the Term.
Amend Section 7.2 as follows:
Section 7.2 Local Business Initiatives. In addition to the Team participating in
Major League Baseball's Diverse Business Partners Program, the Operator shall develop along
with the City and the County an aggressive small business
outreach program that will increase participation during the operation of the Baseball Stadium
and will provide, at a minimum. Operator's agreement to use diligent efforts.to award 2:915%
f the contracts to small businesses located in, and recruit and hire 2:925% of the Baseball
Stadium workers, from residents of the Designated Target Areas (as defined in the County's
.WP Regulations) and the Neig boyhood Development Zones, both as depicted in Exhibit P to
the Construction Administration Agreement; and such program shall establish goals and
benchmarks. The Operator will take affirmative steps to: (i) promote the employment of
residents of Miami -Dade County and the City of Miami in the Operator's operations, and (ii)
afford local, small and disadvantaged businesses in Miami -Dade County and the City of Miami
an equal opportunity to compete for business for the supply of goods and services to the
Operator. _ The Operator will aspire to have as many local workers as reasonably practical and
aspire to have at least 50% of the Baseball Stadium workers be msidents of Miami -Dade
County. 20% of which are City of Miami residents.
Submitted into the public
record in connection with
items SPA, SP.2 & SP.3
on 03-19-09
Priscilla A. Thompson
Changes to the Non -Relocation Agreement as included in agenda package
Amend Section 6 as follows:
Payment Upon Sale of Team. Upon a sale to a third party of a "control interest"
(defined as the sale of more than 50% of the voting, actual or beneficial interest in the Marlins
franchise, occurring within the period commencing with the approval of the Stadium
Agreements by the City Commission and the Board of County Commissioners and ending ten
(10) years thereafter (not to exceed 72 thysix36)—Mghs following Substantial
Completion), whether through a sale of equity shares or partnership interests, a sale of
substantially all of the Team's assets or a merger, consolidation, joint venture or similar change
of control transaction, to the extent proceeds are paid to the ewers holders of equity securities
of the Team and not contributed in the ordinary course of business to Team Affiliates involved
in baseball related businesses) (other than following the death of the controlling owner), the
Team shall or shall cause the seller to pay to the County and the City, to be split on a pro -rata
basis (including the value of the City's contribution of the Baseball Stadium Site, the amount
of the City's and the County's expenditures as required by the Construction Agreement, and
the value of the City and the County's respective expenditures associated with the Public
Infrastructure) determined by each respective parties' contribution to the Baseball Stadium, an
amount equal to the following percentages of the net Proceeds of the sale that are attributable
to any increase in value of the franchise (pro -rated in the case of a sale of the control interest)
(the County/City "Equity Payment").
M
Year
Description of Time -Frame
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'3
Construction Phase
0
If sale occurs within 12 months of approval date of
Stadium Agreements
en
Construction Phase
Year 2
z
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kn
Construction Phase
CL
E
Sale occurs within 36 months of approval date of
Stadium Agreements
44-:450%
Construction Phase
o
Sale occurs within 48 months of approval date of
Stadium Agreements, or, prior to Substantial
Completion of Stadium, whichever occurs first
30%
Operational Phase
Year 1
4+ y
N
Operational Phase
H
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Operational Phase
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5.0%
m
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5.0%
Completion
4� c
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5.0%
Completion
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Phase of Project
Year
Description of Time -Frame
Percentage
Construction Phase
Year 1
If sale occurs within 12 months of approval date of
Stadium Agreements
870.0%
Construction Phase
Year 2
Sale occurs within 24 months of approval date of
Stadium Agreements
4&260%
Construction Phase
Year 3
Sale occurs within 36 months of approval date of
Stadium Agreements
44-:450%
Construction Phase
Year 4
Sale occurs within 48 months of approval date of
Stadium Agreements, or, prior to Substantial
Completion of Stadium, whichever occurs first
30%
Operational Phase
Year 1
Sale occurs within 12 months of Substantial
Completion
10.0%
Operational Phase
Year 2
Sale occurs within 24 months of Substantial
Completion
7.5%
Operational Phase
Year 3
Sale occurs within 36 months of Substantial
Completion
5.0%
Operational Phase
Year 4
Sale occurs within 48 months of Substantial
5.0%
Completion
Operational Phase
Year 5
Sale occurs within 60 months of Substantial
5.0%
Completion
Operational Phase
Year 6
Sale occurs within 72 months of Substantial
5.0%
Completion
The increase in value shall be based on an assumed value of the franchise of
$250,000,000 as of the date of the BSA, which assumed value shall be increased to give effect
to any additional debt incurred by, or equity capital contributions made to the Team, Stadium
Developer or Operator, including the capital contributions made to, or the debt incurred by, the
Stadium Developer or the Team pursuant to the Construction Administration Agreement (net
of distributions to any such Team owners) and an imputed increase in value of 8% per annum
from the date of the BSA. "Net Proceeds" shall mean the fair market value of all proceeds
received from the sale plus any indebtedness for borrowed money of the Team or any Team
Affiliate assumed by the buyer in the sale, less (x) the assumed value of the franchise
determined under the preceding sentence, (y) all transaction -related expenses and taxes payable
by the Team Affiliates and/or their direct and indirect owners to unaffiliated third parties solely
as a result of the sale, and (z) any liabilities or obligations retained by the Team (in the case of
a sale of the franchise) and/or its direct or indirect owners relating to the Marlins or its
affiliated businesses.
The Team shall cause its independent accountants to provide the County and City a
reasonably detailed calculation of the Equity Payment (on a combined basis) under this
Section 6, including a detailed calculation showing the assumed value, Net Proceeds and any
other calculations the Team used to determine the amount payable, as promptly as practicable
following any applicable sale. If the County or City do not provide a notice of objection within
thirty (30) days after receiving the accountant's calculation, such calculation shall be final and
binding and payment of any amount due shall be made not later than thirty (30) days after the
expiration of such period. If the County or City does provide a notice of objection, it shall
specify in reasonable detail the basis for its objections. The objecting Government Party and
the Team shall then seek to resolve any disagreements between them within the succeeding
period of sixty (60) days. If the objecting Government Party and the Team are unable to
resolve the dispute within such sixty (60) day period, each of them shall have the right to
commence arbitration in accordance with the Operating Agreement. If the arbitrator shall enter
a final, non -appealable order requiring payment from the Team under this Section 6, the Team
shall pay such amount within thirty (30) days thereafter.
Submitted into the public
record in connection with
items SPA, SP.2 & SP.3
on 03-19-09
Priscilla A. 'Thompson