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AGREEMENT FOR PROVISION OF
BOND CONTINUING DISCLOSURE SERVICES
THIS AGREEMENT is made and entered into on this 90 day of December, 2019 by and between
Urban Futures, Inc., a California corporation ("Consultant"), and the City of Santa Ana, a charter
-n city and municipal corporation organized and existing under the Constitution and laws of the State
�cc of California ("City").
T RECITALS
C U.
>> A. The City desires to retain a consultant having special skill and knowledge in the field of
municipal financial services relating to bond continuing disclosure requirements.
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B. Consultant represents that it is able and willing to provide such services to the City and has
provided said services with the City under Agreement #N-2017-206 which expired on
September 16, 2019,
C. The parties seek to continue services from Agreement #N-2017-206 to complete additional
services required under the prior Agreement and provide additional services.
D. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform municipal financial services relating to bond continuing
disclosure requirements as set forth in the Scope of Work, attached hereto as Exhibit A, and
incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services,
the rates and charges identified in Exhibit B. The annual sum to be expended under
this Agreement shall not exceed $4,375.
b. City agrees to pay Consultant for any services performed from September 16, 2019 to
the effective date of the Agreement as detailed in Section 3, below.
c. Payment by City shall be made within 45 days (forty-five) days following receipt of
proper invoice evidencing work performed, subject to City accounting procedures.
Payment need not be made for work which fails to meet the standards of performance
set forth in the Recitals which may reasonably be expected by City.
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N-2019-288
3. TERM
This Agreement shall commence on the date first written above and continue through June
30, 2020, unless terminated earlier in accordance with Section 14, below, The term of this
Agreement may be extended upon a writing executed by the City Manager and the City Attorney.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Consultant
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Consultant shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Consultant shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant
shall require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard to
Documents & Data which were provided to Consultant by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City ,s sole risk.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below,
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City , its officers, employees, agents,
volunteers and representatives as additional insured(s) and shall include, but not be
limited to protection against claims arising from bodily and personal injury,
including death resulting therefrom and damage to property, resulting from any act
or occurrence arising out of Consultant's operations in the performance of this
Agreement, including, without limitation, acts involving vehicles. The amounts of
insurance shall be not less than the following: single limit coverage applying to
Page 2 of S
420008vt
bodily and personal injury, including death resulting therefrom, and property
damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the
aggregate. Such insurance shall (a) name the City, its officers, employees, agents,
and representatives as additional insured(s); (b) be primary and not contributory
with respect to insurance or self-insurance programs maintained by the City ; and
(c) contain standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include
coverage for owned, hired and non -owned automobiles.
C. Worker's Compensation Insurance, In accordance with the provisions of Section
3700 of the Labor Code, Consultant, if Consultant has any employees, is required
to be insured against liability fbr worker's compensation or to undertake self-
insurance, Prior to commencing the performance of the work under this
Agreement, Consultant agrees to obtain and maintain any employer's liability
insurance with limits not less than $1,000,000 per accident.
d. If Consultant is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
e. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
i. Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
ii. Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved by the City.
Ill. Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty
(30) days prior written notice to the City .
iv. Consultant shall supply City with a fully executed additional insured
endorsement.
If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has
been procured and is in force and paid for, the City shall have the right, at the City
is election, to forthwith terminate this Agreement. Such termination shall not affect
Consultant's right to be paid for its time and materials expended prior to notification
of tenrination. Consultant waives the right to receive compensation and agrees to
indemnify the City for any work performed prior to approval of insurance by the
City .
INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
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u20008vi
negligent operations of the Consultant, its subcontractors, agents, employees, or other persons
acting on its behalf which relates to the services described in section 1 of this Agreement; and (2)
from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and
hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial
or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant
further agrees to indemnify, hold harmless, and pay all costs for the defense of the City , including
fees and costs for special counsel to be selected by the City , regarding any action by a third party
challenging the validity of this Agreement, or asserting that personal injury, damages, just
compensation, restitution, judicial or equitable relief due to personal or property rights arises by
reason of the terms of, or effects arising from this Agreement. City may make all reasonable
decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing,
to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity
shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
8. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Consultant under this Agreement. All such records and
invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Consultant under this Agreement.
9. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is.reasonably understood to be confidential and/or proprietary, Consultant agrees that
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
is independently developed by the Consultant without reference to information disclosed by the
City .
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420008vd
10. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under this
Agreement.
11. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the rectuibnent, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
12, EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the terms
ofthis Agreement shall prevail. This Agreement may not be modified except by written instrument
signed by the City and by an authorized representative of Consultant. The parties agree that any
terms or conditions of any purchase order or other instrument that are inconsistent with, or in
addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City, Each
party to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
party, which is not embodied herein.
13. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City 'a ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other consultants retained by City.
14, TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay
Consultant compensation for all services performed by Consultant prim to receipt of such notice
of termination, subject to the following conditions:
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ff20008v1
a, As a condition of such payment, the Executive Director may require Consultant to
'deliver to the City all work products) completed as of such date, and in such case
such work product shall be the property of the City unless prohibited by law, and
Consultant consents to the City's use thereof for such purposes as the City deems
appropriate.
b. Payment need not be made for work which fails to meet the standard of
performance specified in the Recitals of this Agreement.
15. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies,
16. JURISDICTION - VENUE
This Agreement has beenexecuted and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California, Both parties further agree that
Orange County, California, shall be the venue'for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement,
17. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the Utdted States, the State of California, the City of
Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions, Said inability shall be cause for termination of this Agreement.
18. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if folly
set forth in the body of this Agreement.
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#20008vl
19, NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be In writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City:
Clerk of the Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax; 714- 647-6956
With courtesy copies to:
Executive Director
Finance and Management Services Agency
City of Santa Ana
20 Civic Center Plaza (Ivl-17)
P.O. Box 1988
Santa Ana, California 92702
Fax:714-647-5414
To Consultant:
Urban Futures, Inc.
Michael P. Busch, CEO
3111 North Tustin, Suite 230
Orange, CA 92865
Fax:714-283-5464
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on'the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
N200080 Page 7 of 8
EXHIBIT "A"
SCOPE OF WORK
CONTINUING DISCLOSURE ANNUAL REPORTING
The CONSULTANT will be expected to provide full annual continuing disclosure reporting
for the CITY'S outstanding bond transactions as required by the Securities Exchange
Commission's Rule 15c2-12 and in accordance with the specific disclosure reporting
requirements detailed in each respective bond transcript. Specifically, CONSULTANT
will:
1. Collect the necessary financial and statistical information necessary from CITY
staff,,auditors or any other source as required.
2. Transmit the annual report for each bond transaction listed below to the Municipal
Securities Rulemaking Board's (MSRB) nationally recognized data repository
known as EMMA.
The CONSULTANT will provide Services as described in this agreement for the following
bond transaction(s):
$15,690,000
SANTA ANA FINANCING AUTHORITY
SANTA ANA FINANCING AUTHORITY
CITY OF SANTA ANA
CITY OF SANTA ANA ASSESSMENT DISTRICT NO.2015-01
(Warner Industrial Community)
CITY OF SANTA ANA
CITY OF SANTA ANA
CITY OF SANTA ANA
Gas Tax Revenue Refunding Bands, Series 2019
Services for future bond transactions may be added to this project with the mutual
agreement of the CITY and the CONSULTANT.
ANNUAL DEBT TRANSPARENCY REPORTING
The CONSULTANT will be expected to provide full annual debt transparency reporting
to the California Debt and Investment Advisory Commission (CDIAC) for the CITY'S
outstanding bond transactions as required by Government Code section 8855(k).
Specifically, CONSULTANT will:
1. Collect the necessary information relating to Bond Proceeds for each bond
transaction listed below from CITY staff or the assigned Trustee.
2. File the annual debt transparency report with CDIAC through their online reporting
system,
The CONSULTANT will provide Services as described in this agreement for the
following bond transaction(s):
$ParTSD
CITY OF SANTA ANA
Gas Tax Revenue Refundin Bonds Series 2029
2
EXHIBIT " B"
COMPENSATION RATES AND CHARGES
CONTINUING DISCLOSURE ANNUAL REPORTING
One Time Set up Fee (database set-up)..................................:...................waived
Dissemination of Reports ..... ....— ..........................................included in annual fee
Online Publication of Reports .................................................Included in annual fee
Significant Event Monitoring and Notice Preparation ...................Included in annual fee
Preparation of Continuing Disclosure Annual Report as stated below (annual fee per
issue to satisfy all requirements):
9-M Bond Ism es
$15,690,000
SANTA ANA FINANCING AUTHORITY
SANTA ANA FINANCING AUTHORITY
CITY OF SANTA ANA
CITY OF SANTA ANA ASSESSMENT DISTRICT NO.2015.01
( Warner industrial Community)
CITY OF SANTA ANA
CITY OF SANTA ANA
Jkn„ ngal Feq
CITY OF SANTA ANA
Gas Tau Revenue RefundingBonds, Series 2019 $G00
Total Annual Fee $4,375
3
IT?QIt�'TFi .'Ilt,Ri}7!ii
Supplemental Reports information/tables are to be supplied by UFI: $12S per hour. Not to exceed amount can be provided when
No additlanal cost ifame ndmant information/tables are supplled by the City, If amendment
Reports Information/tables are to be supplied by UFI: $125 per hour, Not to exceed amount can be provided when
Urban Futures, Inc. provides real-time monitoring of all bond ratings. This service is included In each bond's
annual fee. Notiilcation to the City of all ratings changes is guaranteed to be made prior to the MSRB's 1110
Business Day" rule. UFI will draft and post to EMMA on the City's behalf any two material event notices per
Of Material Ever bond Issue free of charge each year, A charge of $125 per material event for drafting and posting is Incurred
thereafter. If One material event affects more then one bond issue, the fee will only be $125 total,
regardless of number of notices drafted/posted. In the case of a draw on Debt service Reserves, UFI will
* Hourly Fees proposed as Below:
CEO/President
$245
Managing Principal
$225
Principal
$195
Associate
$175
Analyst
$125
Assistant/Clerical
$so
ANNUAL_ DEBT TRANSPARENCY REPORTING
Preparation of Annual Debt Transparency Reports as stated below (annual fee per issue
to satisfy all requirements):
First Year
AnnualYffle
Ci Bon W.q�
Annual Fee
fit F1F s Year
Par TOO
CITY OF SANTA ANA
Gas Tax Revenue Refundin Bonds Serles 2819
—
$600
$175
Total Annual Fee
$6Qp
$175
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
Daisy Gomez �.
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
Lisa Storck
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Kathryn Do s, CPA
Executive Director
Finance and Management Services Agency
#20008vi
CITY
Manager 02-16
URBAN FUTURES,
Mi6ael P. Busch
Chief Executive Officer
Page 8 of 8
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