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HomeMy WebLinkAbout10A - MINUTES-ADJOURNED 11-28-2011MINUTES OF THE ADJOURNED REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA NOVEMBER 28, 2011 CLOSED SESSION MEETING CALLED TO ORDER POLICE COMMUNITY ROOM 60 CIVIC CENTER PLAZA SANTA ANA, CA 5:07 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL PULIDO, Mayor CLAUDIA ALVAREZ, Mayor Pro Tem P. DAVID BENAVIDES CARLOS BUSTAMANTE (5:09 p.m.) MICHELE MARTINEZ VINCENT F. SARMIENTO (5:11 p.m.) SAL TINAJERO (5:30 p.m.) COUNCILMEMBERS Absent: None STAFF Present: PAUL M. WALTERS, Interim City Manager JOSEPH STRAKA, Interim City Attorney MARIA D. HUIZAR, Clerk of the Council PUBLIC COMMENTS -None COUNCIL RECESSED to Police Chief's Conference Room, 4th Floor, 60 Civic Center Plaza for Closed Session discussion at 5:08 p.m. CLOSED SESSION ITEMS 1A CONFERENCE WITH LEGAL COUNSEL--EXISTING LITIGATION pursuant to Government Code Section 54956.9(a) Michael Stuhl vs. City of Santa Ana, WCAB Case No. ADJ7797166 CITY COUNCIL MINUTES 1 NOVEMBER 28, 2011 10A-1 1 B CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6 Agency Negotiators: Personnel Services Executive Director, Ed Raya Employee Organizations: Santa Ana Police Officers Association (P OA) Santa Ana Police Management Association (PMA) Santa Ana Firemen's Benevolent Association (FBA) Santa Ana Fire Management Association (FMA) Service Employees' International Union (SEIU) Full-Time Employees Service Employees' International Union (SEIU) Part-time Civil Service Employees Confidential Association of Santa Ana (CASA) Santa Ana Management Association (SAMA) Agency Negotiator: Interim City Manager, Paul M. Walters Employee Organizations: Executive Management (EM) 1C PUBLIC EMPLOYEE EMPLOYMENT AND APPOINTMENT pursuant to Government Code Section 54957(b)(1) Title: City Attorney; and City Manager CLOSED SESSION REPORT -See Item 19A for Report. ADJOURNED THE CLOSED SESSION MEETING AT 6:02 P.M. AND CONVENED TO THE REGULAR OPEN MEETING CITY COUNCIL MINUTES 2 NOVEMBER 28, 2011 10A-2 OPEN SESSION CALLED TO ORDER POLICE COMMUNITY ROOM 60 CIVIC CENTER PLAZA SANTA ANA, CA 6:08 P_M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL PULIDO, Mayor CLAUDIA ALVAREZ, Mayor Pro Tem P. DAVID BENAVIDES CARLOS BUSTAMANTE MICHELE MARTINEZ VINCENT F. SARMIENTO (6:15 p.m.) SAL TINAJERO (6:15 p.m.) COUNCILMEMBERS Absent: None STAFF Present: PAUL M. WALTERS, Interim City Manager JOSEPH STRAKA, Interim City Attorney MARIA D. HUIZAR, Clerk of the Council PLEDGE OF ALLEGIANCE MAYOR PULIDO CLOSED SESSION REPORT -See Agenda Item 19A for Report. PUBLIC COMMENT • Stuart Fuller, representing the Orange County Grand Jury, encouraged residents to apply for one of the 19 positions available on next year's Grand Jury; requirements are 18 years of age, U.S. Citizen, Orange County resident for at least a year; body reviews indictments, citizen complaints, and studying all forms of city governments and special districts. • Alex Vega, member of Occupy Santa Ana movement, spoke in support of movement and Agenda Item 55E. • Ralph Allen, spoke on PBID; expressed appreciation to Mayor Pro Tem Alvarez for her support and efforts to disestablish; requested item be re-agendized for City Council consideration. • Fina Chavez, urged City Council to reconsider disestablishment of PBID. • Arman Maghazel, member of Occupy Santa Ana, commented on first amendment rights and right to peaceful assembly; support all movements throughout the Nation. CITY COUNCIL MINUTES NOVEMBER 28, 20'11 10A-3 CONSENT CALENDAR ITEMS MOT/ON: Approve Consent Calendar Items 10A through 25F with the following modifications: • Mayor Pro Tem Alvarez recorded an abstention on Item 1 OB. MOTION: Martinez SECOND: Alvarez VOTE: AYES: Alvarez, Benavides, Bustamante, Martinez, Pulido, Sarmiento, Tinajero (7) NOES: None (O) ABSTAIN: None (O) ABSENT: None (O) Items rerrtoved fior separate action or''modified ar'e highlighted. Separate actions show the'actua,l vote: Items without votes.are adopted as part of the consent mo#ion' ADMINISTRATIVE MATTERS MINUTES 10A MINUTES OF THE REGULAR MEETING OF NOVEMBER 7, 2011 -Clerk of the Council Office MOT/ON: Approve Minutes. 10B MINUTES OF THE SPECIAL CLOSED SESSION AND OPEN CITY COUNCIL MEETINGS OF NOVEMBER 14, 2011 - Clerk of the Council Office MOT/ON: Approve Minutes. Mayor Pro Tem Alvarez abstained on Item 10B. ORDINANCES/SECOND READINGSS In the event a Councilmember recorded an "abstention" before consideration of the following ordinance(s) on first reading, such abstention will also be reflected in the minutes for second reading. 11A ZONING ORDINANCE AMENDMENT NO. 2011-01 TO CREATE A HOUSING OPPORTUNITY ORDINANCE TO ENSURE FUTURE RESIDENTIAL DEVELOPMENT PROJECTS CONTRIBUTE TO THE CITY COUNCIL MINUTES 4 NOVEMBER 28, 2011 10A-4 ATTAINMENT OF THE AFFORDABLE HOUSING GOALS SET FORTH IN THE HOUSING ELEMENT OF THE CITY'S GENERAL PLAN -Filed by the City of Santa Ana. -Planning and Building Agency Placed on first reading at the November 7, 2011 City Council meeting and approved by a vote of 6-1 (Bustamante, opposed) Published in the Orange County Reporter on November 18, 201 1 . MOT/ON: Place ordinance on second reading and adopt. ORDINANCE NO. NS-2825 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE ADDING HOUSING OPPORTUNITY STANDARDS AND PROCEDURES TO ENCOURAGE THE DEVELOPMENT OF HOUSING THAT IS AFFORDABLE TO A RANGE OF HOUSEHOLDS WITH VARYING INCOME LEVEL BOARDS /COMMISSIONS /COMMITTEES 13A RE-APPOINT ORANGE COUNTY VECTOR CONTROL DISTRICT BOARDMEMBER -Clerk of the Council Office MOT/ON: Re-appoint Cecilia Aguinaga as the City Representative to the Orange County Vector Control District Board for atwo-year term expiring December 31, 2013. MISCELLANEOUS ADMINISTRATION 19A CLOSED SESSION REPORT -City Attorney's Office MOT/ON: Approve the Compromise and Release settlement agreement in the amount of $25,000.00 in the case of Michael Stuhl vs. City of Santa Ana, WCAB Case No. ADJ7797166. 19B EXCUSED ABSENCES -None 19C REQUEST FOR PROPOSALS FOR ENVIRONMENTAL SERVICES FOR THE ACADEMY CHARTER HIGH SCHOOL - Planning and Building Agency MOT/ON: Authorize the Planning and Building Agency to send a Request for Proposals to qualified consulting firms to provide CITY COUNCIL MINUTES 5 NOVEMBER 28, 2011 10A-5 environmental services for The Academy Charter High School at 1901 North Fairview Street. BUDGETARY MATTERS SPECIFICATIONS -PURCHASE OF EQUIPMENT AND SERVICES MOT/ON: Award in accordance with Request for Council Action. (Items 22A and 22B) 22A SPEC. NO. 10-040 -ASPHALT POTHOLE REPAIR -Renew the contract with Ben's Asphalt, Inc.. for aone-year period in an annual amount not to exceed $500,000 (Public Works Agency) - Finance & Management Services 22B SPEC. NO. 06-064 - ELECTRICAL SERVICES -Authorize payment to Williams and Maher in the amount not to exceed $115,000 - Finance & Management Services PROJECTS/CHANGE ORDERS 23A 2011-2012 OMNIBUS CONCRETE REPLACEMENT CONTRACT (PROJECT NO. 126752) -Public Works Agency MOT/ON: 1. Relieve C.J. Concrete Construction, Inc. of its bid in the amount of $237,500. 2. Award a contract to Bannaoun Engineers Constructors Corp., the lowest responsible bidder, in accordance with unit bid prices in the estimated amount of $243,150. 3. Approve a funding analysis with a total estimated construction cost of $296,800. 23B CONTRACT AWARD FOR SEVENTEENTH STREET TRIANGLE (PROJECT NO. 096035) STATE RESOURCES AGENCY GRANT FUNDED -Public Works Agency and Parks, Recreation, and Community Services Agency MOT/ON: CITY COUNCIL MINUTES 6 NOVEMBER 28, 201'1 10A-6 1. Award a contract to Greenland Construction Inc., the lowest responsible bidder, in accordance with unit bid prices for the Base Bid plus Add Alternate Two in the estimated amount of $140, 740. 2. Approve a Funding Analysis with a total estimated construction cost of $196,900. 23C CONTRACT AWARD FOR DIAMOND PARK MUTUAL WATER COMPANY WATER MAIN IMPROVEMENTS (PROJECT NO. 106404 REBID) PROPOSITION 84 GRANT -Public Works Agency MOT/ON: 1. Approve an appropriation adjustment. (Requires five affirmative vote) APPROPRIATION ADJUSTMENT NO. 2012-94 -Accepting funds in the amount of $1,121,727 into the Miscellaneous Revenue Fund for State Grants and appropriating $1 ,121 ,727 to the Public Works Water Quality and Control Expense Fund for Water Capital Improvements. 2. Award a contract to J.A. Salazar Construction and Supply Corporation, the lowest responsible bidder, in accordance with unit bid prices for estimated amount of $593,068.50. 3. Approve a Funding Analysis with a total estimated construction cost of $771,000. 23D CONTRACT AWARD FOR CATALINA STREET PUMP OWNERS ASSOCIATION WATER SERVICE CONNECTION (PROJECT NO. 106403) PROPOSITION 84 GRANT -Public Works Agency MOT/ON: 1. Approve an appropriation adjustment. (Requires five affirmative vote) APPROPRIATION ADJUSTMENT NO. 2012-95 -Accepting funds in the amount of $441 ,651 into the Miscellaneous Revenue Fund for State Grants and appropriating $441 ,651 to the Public Works Water Quality and Control Expense Fund for Water Capital Improvements. 2. Award a contract to Stephen Doreck Equipment Rental, Inc., the lowest responsible bidder, in accordance with unit bid prices for the base bid plus in the estimated amount of $169,120.45. CITY COUNCIL MINUTES 7 NOVEMBER 28, 2011 10A-7 3. Approve a Funding Analysis with a total estimated construction cost of $245,200. 23E AGMT NO. 2011-250 - CONTRACT AMENDMENT WITH J & G INDUSTRIES INC. FOR DEMOLITION SERVICES (PROJECT 116744) GRANT FUNDED -Public Works Agency MOT/ON: Amend the demolition contract with J ? G Industries, Inc., by $400,000 for a total contract amount of $550,000, in order to provide for the demolition of 1631 North Bristol Street, a part of the Bristol and Seventeenth Street Widening Project. AGREEMENTS MOT/ON: Authorize the City Manager and Clerk of the Council to execute the following agreements, subject to non-substantive changes approved by the City Manager and City Attorney and/or actions as noted on the Request for Council Action report. (Item 25A through 25F) 25A AGMT NO. 2011-251 -ENVIRONMENTAL SERVICES FOR A NEW 24- UNIT SINGLE-FAMILY RESIDENTIAL DEVELOPMENT AT 1584 EAST SANTA CLARA AVENUE -Execute an amendment with URS Corporation in an amount not to exceed $23,235 -Planning and Building Agency 25B AGMT NO. 2011-252 - PROVIDE EVENT PRODUCTION SERVICES FOR DOWNTOWN EVENTS -With MX Live for atwo-year period -Parks, Recreation & Community Services Agency 25C AGMT NOS. 2011-253 AND 2011-254 - CATCH BASIN SCREEN INSTALLATION PROJECTS - With United Stormwater, Inc. and West Coast Storm, Inc., each in an amount not to exceed $110,000 - Public Works Agency 25D AGMT NO. 2011-255 -PRELIMINARY ENGINEERING FOR THE SANTA ANA- GARDEN GROVE FIXED GUIDEWAY PROJECT (PROJECT 092505)-Public Works Agency 1. Execute a cooperative agreement with the Orange County Transportation Authority (OCTA), in an amount not to exceed $5,541,700. CITY COUNCIL MINUTES 8 NOVEMBER 28, 2011 1OA-8 2. Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2012-93 - Correctly allocate Federal Transit Administration (FTA) Section 5307 transit funds in the amount of $4,433,360 budgeted in the Select Construction Revenue Fund for Federal Grants-Direct to the Measure M Street Construction Revenue Fund for Other Grants and the appropriation of the same $4,433,360 from the Select Street Construction Expense Fund to the OCTA Transitway Project - MOS3 Expense Fund. 25E AGMT NO. 2011-256 - POINT-TO-POINT HIGH-CAPACITY WIRELESS MILLIMETER-BAND 80GHZ SYSTEM (UASI GRANT FUNDED) - With Pacific Services, Inc., in an amount not to exceed $63,000 - Police Department 25F AGMT NO. 2011-257 - PROVIDE AUTOMATED PARKING CITATION PROCESSING SYSTEM - Execute a 3rd amendment with Phoenix Group Information Systems, for a six-month extension in an amount not to exceed $100,000.00 - Police Department, Public Works Agency, and Community Development Agency "END OF CONSENT CALENDAR" WORK STUDY SESSION (TAKEN OUT OF ORDER) WSA SR-55 IMPROVEMENT BETWEEN I-5 & 405 FWY - OCTA - Public Works Agency Raul Godinez II, Executive Director of Public Works introduced Arshad Rashedi, OCTA Project Manager who made presentation. - I-5 to I-405 Segment Area CITY COUNCIL MINUTES NOVEMBER 28, 2011 10A-9 9 ..... \\ FFyi ?,_ ?? ?.?.. ?. - ,.... I °., ?.. ? '. SANTAANA p J? .. I ?4? 4^ ?;, TUSTIN i gym. sir ??? .. Y xm I ?: ,, COSTA ?' "'? INVMC MESA ? ?'?" ? ? t- - SR-55 between I-5 and I-405 Overview Borders Santa Ana, Irvine & Tustin - Partnership with OCTA & Caltrans - Funded by Renewed Measure M - Existing conditions - 4 general purpose lanes - 1 high-occupancy vehicle lane - 295,000 average daily vehicles Key Project Goals - Increase freeway capacity - Reduce congestion - Smooth traffic flow - Deliver operational improvements between interchanges - Proposed Alternatives No-Build, Baseline - Alternative 1 - Add merging (auxiliary) lanes between on- and off-ramps - Alternative 2 - Add fifth general purpose lane in both directions Alternative 3 - Combines alternatives 1 and 2 Alternative 4 - Includes alternative 1 and one additional HOV lane - Baseline, Alt 1 & Alt 2 Schematics - Alt 3, Alt 4 & Alt 5 Schematics - Project Phases & Timeline CITY COUNCIL MINUTES 10 NOVEMBER 28, 2011 10A-10 Environmental Clearance S. Spring 2074 '?, Project Approval Design Complete d Winter 207 6 !Construction Begins Spring 207 8 Freeway Improvements Open Winter 2020 - Next Steps - Notice of Initiation of Studies - December 201 1 - Draft Environmental Document - Public review period - Host public meeting in Spring 2013 - Finalize Environmental Document - Select Preferred Alternative - Contact OCTA Public Outreach for information 'Mayor Pro Tem Alvarez left the meeting at 6:25 p.m. and returned at 6:35 p.m. BUSINESS CALENDAR ITEMS RESOLUTIONS 55A EXTENSION OF CONDITIONAL USE PERMIT NOS. 2008-27 AND 2008- 31 TO ALLOW THE CONSTRUCTION OF A NEW PHARMACY AT 115 NORTH HARBOR BOULEVARD - Planning and Building Agency MOT/ON: Adopt a resolution. RESOLUTION NO. 2011-079 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA FOR THE EXTENSION OF CONDITIONAL USE PERMIT NO. 2008-27 AS CONDITIONED AND CONDITIONAL USE PERMIT NO. 2008-31 FOR ONE YEAR FOR THE PROPERTY LOCATED AT 115 NORTH HARBOR BOULEVARD MOTION: Martinez SECOND: Sarmiento VOTE: AYES: Benavides, Bustamante, Martinez, Pulido, Sarmiento, Tinajero (6) NOES: None (O) ABSTAIN: None (O) ABSENT: Alvarez (1) CITY COUNCIL MINUTES 11 NOVEMBER 28, 20'1'1 10A-11 556 RESOLUTION AND AGREEMENT TO ESTABLISH A RETIREE HEALTH SAVINGS PLAN ACCESSIBLE TO ALL BARGAINING GROUPS ON A VOLUNTARY BASIS -Personnel Services Agency MOT/ON: 1. Adopt a resolution. RESOLUTION NO. 2011-080 - RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA FOR ADOPTION OF THE ICMA-RC VANTAGECARE RETIREMENT HEALTH SAVINGS PLAN ACCESSIBLE TO ALL BARGAINING GROUPS 2. Authorize the City Manager and the Clerk of the Council to execute an agreement. AGMT NO. 2011-258 -ESTABLISH AND ADMINISTER THE PLAN - With ICMA-RC for a period of five years with provision for year-to-year extensions, contingent upon Council approval, and to execute any other documents required. 3. Appoint the Executive Director of Finance 8? Management Services Agency, or his designee, as the City's Plan Trustee authorized to maintain compliance with any regulations regarding the trust. 4. Appoint the Executive Director of Personnel Services, or his designee, as the City's Plan Administrator for the Plan, authorized to implement the plan, amend the plan, and to take additional actions as necessary to maintain the City's participation in the plan, maintain compliance with any regulations regarding the plan, and to administer the plan for current and retired bargaining unit members, on behalf of the City. MOTION: Martinez VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Tinajero Benavides, Bustamante Sarmiento, Tinajero (6) None (O) None (O) Alvarez (1) Martinez, Pulido, CITY COUNCIL MINUTES 12 NOVEMBER 28. 2011 10A-12 55C MEASURE M COMPREHENSIVE TRANSPORTATION FUNDING PROGRAM -GRANT APPLICATIONS -Public Works Agency MOT/ON: 1. Adopt a resolution. RESOLUTION NO. 2011-081 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE SUBMITTAL OF IMPROVEMENT PROJECTS TO THE ORANGE COUNTY TRANSPORTATION AUTHORITY FOR FUNDING UNDER THE COMPREHENSIVE TRANSPORTATION PROGRAM 2. Direct staff to amend the seven-year Capital Improvement Program to incorporate the Comprehensive Transportation Funding Program projects list. MOTION: Martinez SECOND: Benavides VOTE: AYES: Benavides, Bustamante, Martinez, Pulido, Sarmiento, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Alvarez (1) 55D RESOLUTION PROPOSING AMENDMENT TO CLASSIFICATION AND COMPENSATION PLAN TO ADD APART-TIME JOB TITLE -Personnel Services Agency MOT/ON: Adopt a resolution. RESOLUTION NO. 2011-082 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO AMEND RESOLUTION NO_ 82-110 TO AMEND THE CITY'S BASIC CLASSIFICATION AND COMPENSATION PLAN TO ADD ONE NEW PART TIME CLASSIFICATION TITLE IN THE POLICE DEPARTMENT. MOTION: Benavides SECOND: Martinez VOTE: AYES: Benavides, Bustamante, Martinez, Pulido, Sarmiento, Tinajero (6) NOES: None (0) CITY COUNCIL MINUTES 13 NOVEMBER 28, 2011 1 0A-13 ABSTAIN: None (O) ABSENT: Alvarez (1) Mayor Pro Tem Alvarez returned to the meeting at 6:35 p.m. 55E RESOLUTION SUPPORTING THE MISSION OF THE "OCCUPY" ORGANIZATION RELATING TO THE NATION'S ECONOMIC CRISIS - City Manager's Office Council discussion ensued. Councilmember Sarmiento thanked representatives of Occupy movement and staff for meeting held and comments made by many at the previous City Council meeting; incorporated message into proposed resolution; issues sound and supports resolution; requested that all congressional representatives receive a copy of resolution to help with issues raised by the movement; discussions may continue as issues raised are complicated. Councilmember Bustamante commented that issues not clear; agree on first amendment rights and assembly but not infringe on others; concerned with demonstrations at other cities; not support resolution. Councilmember Benavides supports resolution and message of movement. Councilmember Tinajero commented on recent visit to Washington D.C. where his son witnessed Occupy Washington movement and Yale Movement; supports message. Mayor Pro Tem Alvarez thanked Occupy Santa Ana movement for peaceful gatherings. Councilmember Martinez supports resolution; important for Nation to address issues. MOT/ON: Adopt a resolution. RESOLUTION NO. 2011-083 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA SUPPORTING THE MISSION AND GOALS OF THE "OCCUPY" ORGANIZATIONS RELATING TO THE CAUSES OF THE NATION'S ONGOING ECONOMIC CRISIS CITY COUNCIL MINUTES 14 NOVEMBER 28, 2011 10A-14 MOTION: Sarmiento VOTE: AYES: NOES: ABSTAIN: ABSENT: 90A 90B SECOND: Martinez Alvarez, Benavides, Sarmiento, Tinajero (6) Bustamante (1) None (O) None (O) COMMENTS CITY MANAGER'S COMMENTS -None CITY COUNCILMEMBER COMMENTS Martinez, Pulido, Councilmember Tinajero: • Encouraged residents to sign up for Little Leagues throughout the City; Valley at John Adams Park is first to have Challenger League for disabled children and free of charge. Councilmember Benavides: • Invited residents to attend his monthly Community Office Hours at Southwest Senior Center at Jerome Park on Saturday, December 3`d • Encouraged all to attend the monthly Artist Village Open House this coming weekend; and • Reported that the Los Angeles Times had article on efforts by the City to require all employees to contribute more into their retirement; thanked bargaining groups for negotiating in good faith. Councilmember Martinez: • Requested that the City Council meeting be adjourned in memory of good friend Richard Dixon, a former Lake Forest City Councilmember • Encouraged all to support Small Business Day; and • Thanked all volunteers during Thanksgiving holiday that fed the poor and reflected on need to be grateful all the time. Councilmember Sarmiento: • Asked that the Clerk of the Council clarify question posed by resident at last Council meeting regarding City Council IPAD purchase and use - Clerk of the Council Huizar noted that a cost benefit analysis was done and found that full benefit would be realized in a 12-15 month period. CITY COUNCIL MINUTES 15 NOVEMBER 28, 2011 10A-15 Mayor Pro Tem Alvarez: • Encouraged all to shop in Santa Ana during the Holidays; and • Asked that an extra toy be purchased for the Toys for Tots program and be dropped off at any of the Fire Stations throughout the City. ADJOURNED - 6:58 P.M. -The next meeting of the City Council is scheduled for Monday, December 5, 2011 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 6:00 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, California. Adjourn in Memory of Richard Dixon CITY COUNCIL MINUTES 16 NOVEMBER 28, 2011 10A-16