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HomeMy WebLinkAboutPROBOLSKY RESEARCH - 2005 " N-2005-064 INSURMKE ON FILE. WORK Mf,Y PROCEED UNTIL INSURANCE EXPIRES &-&:.05 CLERK OF COUNCIL DATE: 5-01-10--05 CONSULTANT AGREEMENT c.:(Jno (A.I~6) THIS AGREEMENT, made and entered into this .;2'4t-V-- day of t..-lCL'i ' 2005 by and between Probolsky Research, a sole proprietorship (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECIT ALS A. The City desires to retain a consultant having special skill and knowledge in the field of designing, conducting and evaluating public opinion polls. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. 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 ofthe 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 those services as set forth in Exhibit A to this Agreement. 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 A. The total sum to be expended under this Agreement shall not exceed $10,000.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) 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. 3. TERM This Agreement shall commence on the date first written above and terminate on December 31, 2005, unless terminated earlier in accordance with Section 12, 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. 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 bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1 ,000,000 per occurrence. Commercial general liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. If such insurance contains a general aggregate limit, such limit shall apply separately to each project Consultant performs for the City. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. c. 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 in form by the City Attorney. 2 (iii) 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. 6. INDEMNIFICA TION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement. 7. 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. 8. 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. 9. 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 telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 3 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copy to: City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant: Probolsky Research 23276 S. Pointe Drive, Suite 206 Laguna Hills, California 92653 telefacsimile (949) 855-6405 Attn: Adam Probolsky A party may change its address by giving notice in writing to the other party. 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 telefacsimile, 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. 10. 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 of this 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 nor 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 are not embodied herein. 11. 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 4 ," 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's 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. 12. 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 prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product 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. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement has been executed 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. 15. 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 United 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. 5 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow 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 fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA ~~ City Manager Ck--dcR -'2, o~ PATRICIA E. HEALY" Clerk of the Council APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney ,,/) '" { J By:r-..,C{'j, ;It:"'" .' '\\:<-2 . {.I Laufu Sheedy "~ I Assistant City Attorney CONSULTANT PROBOLSKY RESEARCH l \ --./ ADAM D. PROBOLSKY President , . ; Tax ID# 1t ~ ' ,"'L -- >- ~\ '1 \- 6 EXHIBIT A Opinion Research Poll Scope of Work and Aareement Consultant will conduct a public opinion study of Santa Ana voters for the City. The study will include no less than 20 questions. No less than three hundred and twenty five respondents will be polled. Consultant will work with City staff to develop a questionnaire that will be approved by the City before being used in the field. Once a questionnaire has been approved, Consultant will begin the interviewing process of calling voters and collecting public opinions. After surveys are complete, the Consultant will analyze the results and present a report of findings. Additionally, key findings will be presented in graphic format. Consultant will make itself available for presentations and briefings that will, at the direction of City staff, serve to inform the selected audience(s) of the results. Consultant will work with City staff on an ongoing basis to assist in message development, strategy and community education efforts as requested. The City will pay a fee of no more than $9850 for the opinion study of voters. This includes up to 25 hours of post-survey consulting time, additional hours will be billed at a rate of $150 per hour, as directed by City. 7 EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective. ) , this endorsement form as a part of Effective Policy # Issued to Named Insured Countersigned by Authorized Representative 8 .... I ACQRfJN CERTIFICATE OF LIABILITY INSURANCE CSR MS DAoTE (IlMJDDlYYYYl PROBO-l 05/19/05 PROuUCER THIS CERTIFICATE IS ISSUED AS A MAlTER OF INFORMATION Freeman & Pearce Ins. - COCIA ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Lie, #0559854 HOI.OER. nlls ceRTIFICATE DOES NOT AMEND, EXTEND OR 1216 N. Tustin st.z:eet AI. TER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Orange C," 92867 Phone: 714-55B-1334 Fax:714-62B-1330 INSURERS AFFORDING COVERAGE NAIC# INSURED ,. . ". ,<,.... I_~ 1..-'. INSURER A; ~erican ~asualty ,go of -...... ".- INSURER B: Readinq.! PA PltOBOLSKY USEARCfI ....'. - ~ D. PrQbobk~ INSURER C: #206 ... 23 16 S. POINTE R~VE, INSURER. 0: LAGUNA HILLS CA 92 53 ---'-"--.. ,", ..- lNi;lURER E: MAY 19 2005 14:30 FR FREEMAN - PEARCE 714 628 1330 TO 19498556405 P.02/04 THE PO~ICIES OF INSURANCE LISTED IilELOWHAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE pouCY PERIOD If'lDICATED. NOTWITHSTANDING ANY REQUI~E"'EHT, TERM OR CONDITION OF ANV CONTRACT DR OTHeR DOCUMENT ~TH R~&PECT TO 'M'lICHTH1S CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INsuRANCE AFFORD EO BY THIi. POLICIES OESCRIBeo HER.ElN IS SUIiJEcr TO ALl. THE TERMS, EXC~USIONS AND CONDITIONS O~ SUCH POLICIES. AGGReGATE LIMITS SHOWN MAY l'tAVE BeeN RECUCf;D BY PAID CLAIM::;. -- '. ~~MJDDNYl .._,' n. ...... ,,- L.TR NSRC Tl'I'E OF INSURANCE PO~IC\' NUMBER rD"A"re 111M1DDtvYi UMITS GEN~L L.IABILITY ~CH OCCURRENCE S L 000,000 !-- 06/06/04 06/06/05 O"R".. , ".. .~ A X ~ cOMMERCIAl. GENERA~ ~lABILlTY B 1073363845 ~.sMIS=$ (Ei oCl;Urvn~9)_ 5100,000 I-- ':J CUlIMS MADE ~ OCCUR _MED EXP (Atly one pe,,!onl 5 5,000 PERSONAL &ADV INJURY $ 1,000,000 :-- GEN~RALAGGREGATE S 2,000 r 000 GEN'~ AGCREOATE l.IMrT APP~IES PER: ~~TS - COr.APIOP AGG 52,000,000 I POLlCy-n ~r8i - n LOC , AUTOMOBILE. LIABILITY COMBINED SINGLE LIMIT sl,OOO,OOO ,""'- A , '_ ANY AUTO B 1013378815 06/06/04 06/06/05 (Ea eccldenl) -"." --- - A~~ OWN EO AUTOS BODILY INJURY S SCHEOU~EiO AUTOS (por .,.,raon) - . ...- ~- HIRliD AuTOS BOOIL Y INJURY (pot aceldent) $ ,It NOf'l-(lwNED AUTOS " PROPERTY DAMAGE S (Per~idCll'1t) RAAGE LJABIUTY AUTO ONLY. EA ACCIDENT S ~Y AUTO OTHER THAN fA ACe $ AUTO ON~Y: AGG S ~CESSlUMBRELL.A ~LA.B1UTY EACH OCCURRl:NCE S o OCCUR D CLAIMS MADE ,\PPROVEU \S 1'0 FO Uvi AGGREGATE S ,,- R s ,I/u /15 .-. DEDUCTIB~E ~<);' S >- "--1/, .-...- f\ETENTION $ S WORKERS COMPeNSATION AND Laura S itt Sheeoy ITo~Y';(I~I'ys I II,I~~- EMP~OVERS' LlA8IUTY Assistant ( .ity Att(~rn,-,\' ~- ANY PROPRIETORlPARTNERlEXECUTIVE e:.L EACH ACCIOENT 5 OFF1CERlMEMBER EXC~UCeD? E,~, OISI:A$E. EA EMPLOYEE $ ~~~~I~'P't~V~~~S below ELL DISEASE - PO~ICY LIMit S OTI\ER ! I DESCRIPTION OF OPERAl1ONS I L.O<:A liONS J VEHIC~E$ J exCLUSIONS ADDED BY ENDORSEIlIENT I SPECIAL PROVIllIONS 'rHE CITY OF SANTA ANA, ITS OFFICERS, EMPLOYEES, AGENl1'S, VOLt,lmEERS AND !U:PRESENTAT'IVES ARE NAMED AS ADD'I'I'l'ONAL INSURED PER COMPANY FO~ #G-134802B. THIS INSURANCE IS PR.IMARY AND NON-CONTRlaUTORY. COVERAGES CITY OF S~A ANA 20 CIVIC CENTER PLAZA S'-NTA ANA CA 92701 CANCEL.LA TION SANTO 0 1 SHOU~D ANY OF THE ABOVE DesCRIBED POl.ICIES BE CAt.lCELLED BEf'OR~ THIi ElI;PIRA liON DATE lHEREOF, THI; I$SUING INSURER WILL ENDEAVOR 1'O MAIl. ~ DAYS wRlnEN NOTICE TO THI: CEIlTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO so $HALL IMPOSE NO 08UGAl10N OR Llllan.ITY OF ANY KIND UPON TH!: INSURER, mi AGENTS Oft REPRE5ENTAnVEI. AUTHORIZED Rl!AAIi$lO @ACORDCORPORATION1988 CERTlFICA TE HOLDER ACORD 25 (2001/08) ~ - ~ - !!!!!!! == ~ =: ;;;:;;;;;;; - ~ Il!l:!!! !!!!!!! - - iii - - - MAY 19 2005 14:30 FR FREEMAN - PEARCE leNA _All iM c-~ lbu"" 714 628 1330 TO 19498556405 P.03/04 G-134S02-B (Ed. 06101) THIS ENDORSEMENT CHANG!S THE POLICY. PLEASE READ IT CAREFULLY. NONCONTRACTOR'S ADDITIONAL INSURED ENDORSEMENT This endorsement modlfiea insurance provided under the following: COMMERCiAl GENERAL LIABILITY COVERAGE PART - ~ A. WHO IS AN INSURED (SectIon II) is amended to Include as an insured any parson or organization (called additional insured) described in paragraphs A.1. through "'7. below whom you are required to add as an additional Insured on this policy under a written contract or written agreement: but the written contract or written agreement must be: 1. Currently in effect or becoming effgctive during thG term of this policy; or 2. Executed prior to the "bodily injury,., "property damage" or "personal injury and adVf;lrtls1ng ihjUry," but Only thQ following persons or organizations are additional insureds under this endorsement and coverage provided to such additional Insurods is limited as provided herein: 1. ADDITIONAL INSURED STATE OR POLITICAL SUBDIVISIONS - PERMITS A state or political subdiVision subject to the following provisions: (a) This insurance applies only with respect to the following hazards for which the state or politioal subdivision has IssUGd a permit in connection with premises you own, rent, or control and to which thiS Insurance applies: (1) Tho existence, maintQnance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, holstaway openings, sidewalk vaults. street banners, or decorations and similar exposures; or (2) fhe construction, erection, or removal of elevators; or (3) The ownership, maintenanoe, or usa of any elevators covered by this insurance. (b) This insurance applies only with respect to oporations perfomt9d by you or on your behalf for which the state or political subdivision has issued a permit. This insurance OOQs not apply to l'bodily injury:' upropert.y damage" or ''personal and advertising Injury- arising out of operations performed for the state or municipality. APPROVBD r~~' IU ~ ... I (3-134802-6 (Ed. 06101) tei ) .. /) /1 ' .) Laura Stitt Sheedy Assistant City Attornev 2. ADDmONAL INSURED - CONTAOWNG INTEREST Arly ~ersons or organizations with a controlling interest In you but only with respect to their liability arising out of~ (.) Their financial control of you; or (b) Premisss thoy own, maintain or control while you lease or occupy thess prstni5a$. This insurance does not apply to structural alterations, new oonstructlon and demolition operations performed by or for such additional insured. 3. ADOmONAL INSURED - MANAGERS OR LESSORS OF PREMISES A manager or lessor of promlsas but only with rospect to liability arising out of the ownership, maintenance or use of that specific part of the premisQs leased to you and subject to the following additional exclusions: This insurance does not apply to: (a) Any .occurrenc;" which takes place after you caasEI to be a tenant In that premises: or (b) Structural alterations, new construction or demolition operations performed by or on b9hal1 of such additional Insured. 4. ADDITIONAL INSURED - MORTGAGEE, ASSIGNEE OR RECEIVER A mortgagee, assignee or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations. new constructIOn or demolItion operations performed by or fOr suoh additional insured. S, ",POllIONAL INSURED - OWNERS OR OTHER INTEAE6TS FROM WHOM LAND HAS BEEN LEASED An owner or other interest from whom land has bean lGased by you but only with respect to liability arising out 01 the ownership, maintenance or use of that speolfic part of the land leased to HJiC'! Page , of 2 MAY 19 2005 14:31 FR FREEMAN - PEARCE . ~ l you and subject to the following additional exclusions: This insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land; or (b) Structural alterations. new construction or demolition operations performed by or on beha.lf of such additional insured. &. ADDITIONAL INSURED - Co.-OWNER OF INSURED PREMISES A co-owner of a pramises co~ownGd by you and covered under this insuranca but only with respect to the co..ownors liability as co-owner of such premIses. 7. ADDITIONAL INSURED - LESSOR OF LEASED EQUIPMENT Any person or organization from whom you lease equipment. Such person or organIzation are insureds only with respect to their liability arising out of the maintenance, operation Of' use by you of equipment leased to you by such person or organIZation. A person's or organization's status as an insured under this endorsement ends whon thalr contract or agreement with you fOl' such leased equipment ends. 714 628 1330 TO 19498556405 P.04/04 (3-134802-8 (Ed. 06101) With fospect to the insurance afforded these additional Insureds, the following additional exclusions apply: This insurance doas not apply: (8) To any "occurrence" which takes place after the equipment lease expires; or (b) To "bodily injury" or "property damage" arising out of the sole negligence of such additional insured. Any insurance provided to an additional Insured designated under paragraphs A.1. through A.7. above does not apply to "bodily injury" or "property damage" included within the "products-completed operations hazard." B. Iv:. respects the coverage provided under this endorsement, Paragraph 4.b. SECTION IV - COMMERCIAL GENERAL UABILITY CONDmONS is daleted and replaced with thE! following: 4. other Insurano. b. Excess Insurance This insurance is excess over any other insurance naming the additional Insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically rQqulres that this insurenco be either primary or primary and noncontributing. \PPROVElJ A.S "..{"O.' f: {).fz J\J V~. -,/ ---L_::_? .5/3 Laura Stitt Shced \ SSlstant Cit,., Att Y r\ orne,. G-134802-B (Ed. 08J01) Page 2 of 2 ** TOTAL PAGE.04 **