Global Spectrum Amendment 2 AMENDMENT NO. 2 TO THE MANAGEMENT AGREEMENT BETWEEN THE CITY
OF MIAMI BEACH AND GLOBAL SPECTRUM L.P. FOR THE MIAMI BEACH
CONVENTION CENTER, COLONY THEATER AND BYRON CARLYLE THEATER
This Amendment No. 2 to the Management Agreement, is made and entered into this
day of . c�7 - c - W1 6-/2.. ? 2011, by and between the CITY OF MIAMI BEACH,
FLORIDA, a municipal corporation having its principal office at 1700 Convention Center
Drive, Miami Beach, Florida, 33139 (City), and GLOBAL SPECTRUM, L.P., a Delaware
limited partnership, whose current address is 3601 S. Broad Street, Philadelphia, PA
19148 -5290 (Global).
RECITALS
WHEREAS, the City and Global are parties to a Management Agreement, dated
October 1, 2008, pursuant to which the City engaged Global to manage and operate the
Miami Beach Convention Center, Colony Theatre,. and Byron Carlyle Theater; which
agreement was amended by an Amendment No. 1, dated April 14, 2010, and further
modified by an exchange of letters in April, 2011 terminating Global's rights and
responsibilities with respect to the Byron Carlyle Theater (the Management Agreement,
as so amended and modified, is referred to herein as the "Agreement "); and
WHEREAS, the initial term of . the Agreement was three (3) years, ending on
September 30, 2011, subject to the City's right to extend the term for an additional two
(2) years; and
WHEREAS, the City desires to exercise its right to extend the term of the
Agreement for an additional two (2) years, commencing on October 1, 2011, and ending
on September 30, 2013, subject to making further amendments to the Agreement as
described herein, and Global desires to accept such amendments and extension of the
term as provided herein; and
WHEREAS, capitalized terms used herein and not defined. herein shall have the
meaning given to such terms in' the Agreement.
NOW, THEREFORE, in consideration of the mutual premises, covenants and
agreements herein contained, and other good and valuable consideration, in receipt and
adequacy of which are hereby acknowledged and intending to be legally bound, the City
and Concessionaire hereby amend the Agreement as follows:
1. The aforestated recitals are true and correct and incorporated by
reference herein.
2. Pursuant to Section 3.2 of the Agreement, the City hereby
exercises its right to extend the Term for an additional two (2) year period (a "Renewal
Term "), with such Renewal Term commencing on October 1 2011, and ending on
September 30, 2013. Global hereby accepts such extension, and the parties hereby
confirm that the Renewal Term shall commence on October 1, 2011, and end on
September 30, 2013.
Page 1 of 13
3. Sections 8.4(b) of the Agreement, entitled "Performance
Guarantees ", is amended as follows.
(b) Performance Guarantees
Global shall secure and deliver to the City Manager no Later than ten (10) days
from the date this Agreement is executed, and shall keep in full force and effect at all
times during the Term of this Agreement, the following:
Global Corporate Guarantee.
1) Global shall provide a corporate guarantee, in such form as
shall reasonably be approved by the City Manager, in the amount of
$600,000 (Corporate Guarantee), to secure Global's maintenance and
other obligations (eXG fer these nhligatiens on SeG +inn 8
required to be performed by Global under this Agreement.
A. All or any portion of the Corporate Guarantee may be
drawn down by the City in the event that Global fails
to comply with any maintenance related and /or other
obligations
_under the Agreement;
B. Global shall pay for any /all outside legal fees that may
be incurred by the City in prevailing in any action to
collect. on Corporate Guarantee; and
C. If payment of any amount claimed against the
Corporate Guarantee is not received within thirty (30)
days of submission of a claim, then Global shall also
be responsible for interest at the greater of the
statutory rate or prime rate, to be paid on the amount
claimed against the Corporate Guarantee.
D. In the event that the City "draws down" against all or
any portion of the Corporate Guarantee in any
Contract Year, Global shall replenish the amount so
drawn for the following Operating Year, so that for
each Contract Year the cap on the Corporate
Guarantee is $600,000.
2) Messe Schweiz (M.S.) Guarantee. Global shall provide a
Corporate Guarantee, on behalf of M.S., in such form as shall
reasonably be approved by the City Manager, in the amount of
$08 25,000 (M.S. Guarantee), for the City to draw upon if,
notwithstanding M.S. "best efforts," as provided for in Sections
10.2(c)(3)(e) - (2), M.S. fails to book and actualize a shows or
events (as defined in Section 10.2(c)(3) hereof), as follows:
A $250,009 d fn the- G . 4 t y in even M.S. rhos nn4
9F event "a e nd of +ho th RtFaGn r
GA. $25,000 in event M.S. does not book during the
initial Term one non -M.S. produced /owned
international show or event; this show or event may
Page 2 of 13
be actualized at any time up to 24 months following
the end of the Term provided that, during such
period, the Corporate Guarantee provided by Global
to secure this obligation remains in effect, unaffected
by the termination or expiration of this Agreement;
D. Global shall pay for any /all outside legal fees that
may be incurred by the City in prevailing in any
action to collect on M.S. Guarantee; and
E. 1f payment of any amount claimed against the M.S.
Guarantee is not received within thirty (30) days of
submission of a claim, then Global shall also be
responsible for interest at the greater of the statutory
rate or prime rate, to be paid on the amount claimed
against the M.S.
F. Notwithstanding anything to the contrary contained in
this Agreement, Global shall have no liability under this
Agreement in - the event the City rejects a
proposed M.S. show or event that i) complies with the
City's established booking policies; ii) is consistent with
the City's then - current rate schedules; and iii) where
the contract for the use, rental or occupancy of space
for -the show or event is substantially in the form of the
City's standard form agreement for the Facility (unless
approved as a "Material Contract pursuant to Section
2.3(d)(3)(f) hereof.
3) Letter of GFed;t l'_`Inhnl shall pFeyide an I ette
nef GFe lit� Sunh form as shall r nably be annrGyed by the Gity
M ngerT ffiR the mmGwre+ of $599,900 (the y #fir Gf GFe lit nr 1 QG � +n
seG ire the "blot D nrmaRGe ImpFeye m en fi�bbel��
A Net P rfnrmanne ImnrnV ' °n defined as the
RRequ Imp evemen�tt GR th� year /CV\ O&GO
$i
the RVnQ/n9 budgeted t
ne nnera nn deficn inrli ides
r- r-r�T- vp��z it a n d
rn r��r��
F.XeGWtiVe Salaries and Benefits
R R eq line i mnrn \ /ement over the net defir+it of $4
BV nQina $ 90 9 , 900 /i a anhieve Net
QperatiRg L ess of $1 nr better\
CV QW1 n - $1 ( a - Net
\\ Ae rating Less of $542 or better)
CV 'I gill - $1 /i e aGhieve as Net
Opera Less n� 35 nr better)
r the fips tCnntrnnt Year e,7 th�Tti� to the extent
the anti ial anhieyed in the I= isrlTe 1 J
less t han the Required ImnrGye set forth in
S bbssei+tinn R above) the City shall dra nnninstt she
I OC in the ame ant of the d b etwe eR h�
Reny lined ImpFeye � n�d the anti gal imnrnie ± /
Page 3 of 13
h e re o n after ref p nt Sh l
erred to as the "I mreyeme ertml"\
7Te r TGTtTRTCGTr re GTT�G�Qr•C'TlaT�
,
if r� i m 4eMeRt i R eX-GeS S of $ 1 m i 11 i n n i n the
GentraGt N�`ar Global may apply the eXG
,
impmyement ever $'1 R;*Ili� (the Banked Pertln ")
against any Imprn�iemept Shortfall in i+npd
u� �prv-v-� rrr �r�rr—
G on +ran+ Yea b t i ii►h_gL n shall only he
vrr�--�z r v�r�.rar, - pu��uv u
the earner) Incentive Fee for the first GentraGt Ye_aaF .
t .ee - Gentran�Gar rest alts in an ImppeyemGn
rT u
the BaRk _Dn n if any from the fir + GGR an+ Year
If there is a remaipipr��hnrtfall the (`i +y shall dra�ei
there 06 st a r shnr+fal�l a #er applying hn +h the
Banked Dnrtion /if any) and the LOG then the Gety will
draw against the earner tt
) IRGenyFe f
erom si inh FOSGal
- arr'rGzr - rrTVG� - r a-v cur
the eyeR t_th Sher+ fall evneeds the
nnmhinatien of the BaRkeed DEFtinn if any! , is the I (lr
v vmr , , � rr�
ppllu6 the amount of a i earrie�oentiye Fee from si inh
Fi Gal YeaY _ Global shall not be T Fespensihle fnTt�
evGes s
cnv��s
F i i f r - the tt Gt Ye rre in ar► Imp� Pen; eR t
Sho t h e C s h a ll d raw taiRst t L OG prnVided
by GInhal in the amn6 i R Gf the j ll, up
the (`itv �niiF1' dra�ni against the erl�otnt Fee from
si Inh shortfall In the event the lmpFeyement Shn
. JI�CIT�T7CTCT'1.i'1'I�I"1 C'r��i ^C.YG TIJT�'PGT7TGTIT QTTVrC'1"Q7T.
eXG eeds the nomhinatinn of the LOG pllus the amei int_of
anv earned. Ipnen' fFG � PR s inh Fisi+al Year GInhal
shal T R G t be Fes PGRG i b l e f9F - the -e�Gess.
G. n the Event _that _the City draws in against all nr any
pvptien of the I .n: G., Glnhal shall immediatel y Fep
\ n /
Fi
gain
n
the draw again pnrn and shall restore the
I n r
to the full eriginal Fequired aRqGURt for the following
_ C'r7Vr TC'TTi
4. A new section 8.4(c) is added to the Agreement, as follows:
(c) For any Contract Year in which (a) a Net Operating Profit is
proiected in the Approved Budget, if the actual Net Operating Profit
achieved for such year is less than 95% of the Net Operating Profit
proiected in such Approved Budget: or (b) a Net Operating Loss is
proiected in the Approved Budget, if the actual Net Operating Loss
achieved for such year is more than 105% of the Net Operating Loss
proiected in the Approved Budget, then the Incentive Fee earned by
Global for such Contract Year shall be reduced by fifty cents ($.50) for
every dollar of Shortfall, up to the Cap. For purposes of this subsection,
Page 4 of 13
"Shortfall", with respect to any Contract Year, shall mean either 0) if the
Approved Budget reflects a projected. Net Operating Profit; the amount, _
expressed in dollars, by which 95 % of the Net Operating Profit projected
in the Approved Budget exceeds the actual Net Operating Profit in such
year; or (ii) if the Approved Budget reflects a proiected Net Operating
Loss, the amount, expressed in dollars, by which the actual Net .
Operating Loss in such year exceeds 105% of the Net Operating Loss
proiected in the Approved Budget for such year. The "'Cap" shall mean
fifty percent (50 %) of the Incentive Fee actually earned by Global in the
- applicable Contract Year. Notwithstanding the foregoing, the Incentive
Fee shall not be reduced to the extent Global's failure to achieve the
95% or 105% (as . applicable) benchmark is due to reasons outside
Global's reasonable control, such as a Force Majeure affecting the
Facility, or new operating or maintenance requirements imposed by the
City after finalization of the Approved Budget. The parties acknowledge
that items within Manager's control, and therefore not Force Majeure
events, may include, but are not limited to, bookings for conventions,
tradeshows and corporate events 24 months and in, and day to day
routine maintenance of the Facility.
5. The parties agree that the amount to be paid by Global to the City
under (former) Section 8.4(b)(3) for the Contract Year ending September 30, 2011
(which is $500,000, plus the earned Incentive Fee for such Contract Year anticipated to
be used toward the Improvement Shortfall) shall be used by the City on mutually agreed
upon revenue- generating improvements to the Facility, which may (but not necessarily
shall) include financing the cost of equipment and labor to take IT/Telecommunications
in- house. Global shall remit such payment to City within 120 days following the end of
the Contract Year ending September 30, 2011. The City may use any funds remaining
from the Improvement Shortfall, following the implementation of the above referenced
mutually agreed upon revenue - generating improvements, for any other capital
improvements for the Facility, which improvements shall be determined at the City's
sole discretion and judgment.
6. Section 4.3 of the Agreement of the Agreement, entitled "Incentive
Fee ", is amended as follows:
Incentive Fee
(a) Amount In addition to the Management -Fee, and "provided Global has
met the criteria, as set forth in subsection (b) below, Global shall be entitled to receive
an annual incentive fee (Incentive Fee) during the Term of the Agreement, in. an
amount equal and subject to Section 8.4(c) to the product of (i) the aggregate amount
of the Management Fee for a Contract Year, and (ii) the Applicable Percentage. The
Applicable Percentage shall be defined as a percentage equal to the sum of the
percentage points which Global earns pursuant to Sections 4.3(b)(1) through (5) k4}
below for such Contract Year; provided that, in no event, shall the Applicable
Percentage exceed 100 %.
Promptly following the end of a Contract Year during the Term hereof, the City
Manager, shall assess and total the percentage points which the City Manager has
determined that Global has earned during the preceding Contract Year based on the
Page 5of13
criteria in 4.3(b) below The City Manager shall provide Global with a .written report
with respect thereto.
.
,
(b) Incentive Fee Criteria /Calculation
1. Customer Satisfaction
A. Customer SatisfactioNQGRtraGt Y eaF 1 A total of up to thirty (30)
twenty (2-G percentage points will be awarded subject to the following criteria:
(i) Survey Results. A total of up to twenty -five (25) percentage points
will be awarded based on the average survey score for each of the following ten
(10) departments (Global shall be awarded up to 2.5 points per department, for a
total possible score of 25):
_ Sales
- Event Management
Operations
Food & Beverage
- IT/Telecommunications
Audio Visual
Valet Parking Services
- Business Center
Visit Miami Beach
Fire, Inspector
If a department's average survey score is 93% or higher, Global shall be
awarded 2.5 points for such department (out of 25)
If a departments' average survey score is from 90% to 92.99 %, Global
shall be awarded 1 point for such department (out of 25)
If a departments' average survey score is less than 90 %, Global shall be -
awarded 0 points for such department (out of 25)
(ii) Completion of evaluations by clients: A total of up to five (5)
percentage points will be awarded based upon the percentage of completed
customer satisfaction surveys (which survey form shall be subject to the prior
written approval of the City Manager) out of total potential surveys (of which
there shall be one per Event) received from all Events that use the Facilities as
detailed below:
Page 6 of 13
70% completed 5 points
65% completed 3 points
55% completed 1 points
Less than 55% . 0 points.
2. Financial Performance. A total of up to fifty (50) percentage points
will be awarded based upon the percentage of annual Operating Revenue
generated as detailed below:
$16 or more 50 points
$16,250,000 to 16,499,999 35 points
$16,000,000 to 1.6,249,.999 25 points
$15,999,999 or less 0 points
3. Maintenance and Improvement of Facility and its Capital
Equipment. A total of up to fifteen (15) percentage points will be awarded if
Global has met or exceeded the maintenance standards set forth in Section
2.3(h) and Exhibit F hereof (including, without limitation, the Comprehensive
Preventive Maintenance Program and maintenance of Capital Equipment, as
may be amended from time to time during the Term by the City). The City
Manager's evaluation pursuant to this subsection shall also, without limitation,
take into account the annual review by the City's Property Management
Division and /or a yearly review by an outside independent consultant retained
by the City Manager.
4. Discretionary. A total of up to 5 percentage points may be
awarded, as determined by the City, in its sole and absolute discretion. The City
may take into account, but not be mandated by, the following: community
involvement; extraordinary quantifiable and measurable creative initiatives that
directly result in Global securing new City -wide business for the City of Miami
Beach during the off season period; and /or demonstration and integration of new
strategic Global corporate resources to the benefit of the tourism and /or cultural
community of Miami Beach; and /or development of new or enhanced revenue
streams for Facility use and services.
dicnret.ioR of the Gity Manager
B G ic4om e_St+r 6 RtFaGt Years ' and ^ 3 _ 0 tGt l of i ire +n
OR GUst supveys, S bjeGt t +he following nriterio:
70% or greater GGA;pleted 'I 0 PG446
Page 7 of 13
650/ nmmpleterd 7 r.nintc
ti vTnr.�
50/ nnrv►nlete d 4 p e Rts
Lesj than 55% omm�lett 0 r�nin}c_
/ii\ Ayerane Snnre of A te Gf up to se veR /7
r
e ill
w he rleterminnrJ based i I nnn nv r�GS itiv Gnro A i
nnctiye crnre is
�Vff7�7V -QliZ GT1"1"1'1'I'TG�17a'7V e�� N�7TlTV�J WiZ�'1�VJTl J
defin as- nnv cnnre of evnollen+ nr g99d
def
Cnnre
Q(10/ 7 nnints
S2v(1 99 S
79 790/ 3 PGi_n +c
Less than 70% 0 poi
O A total of up tG. three (3 ° nnin +c will be n�einrrlei^)
suNeys. —The , ss rG- pe r will be based upen a GG review of GGGFes
nre�iin� is ( + Veer rec Itc
p�tiv rvu-a-vvrTtra ai--r ��1��-
I�Itmleza+inn of the Fanili + s
A total of up to forty (4 (1) n e T nnin will he awarded for i itiliza +inn
° nf the FaGilitieS based OR the fnllOW criteria
�nr n�ientinn (men + To + ol I- AI
/i a
Use Days divided by 1460 Tnt-al NumbeF ef Available Use Days F=q6ia!6 0
0
F= purpos s of thin S bSent�T` \fie Use 6holl he def as a
a 24 he ur nerinrl With recnent to mi ittinle clod F.V n� +s R1n\ eenh clod of the
The nnintS shell he a b FaG
A. GeRtrant Vea+1lt z enter(Cvhihi+ Hells of
Up tG 15 ni v i RtG
(i )AGhieVinn leer th 67% -
(ii)Anhievinrr 67% - 5 PGiRt
79% - 19 pGiRts
/iii \Anhie�iinry 72,/ - 15 PG
Page 8 of 13
B ('nntraGt ar 2 I Itiliza +inn of (` nvontin GeRter Fxhihit Halls _
61P tG 15 PG
/i \OnhieVinrr less than 67 - 0 paints
t /ii \Anh 67 % — 2 . 5 points
rr
69 %
/iii \�nhievinrr 7'10/ — 1!1 paints
/v\4nhioVing 73% - 12 nnints
/iii \Arhioving 750/ — 15 nnints
G ran ar 3 I It�za n of GGRVentinn GeRtc-r Exhibit Halls _
up tG15 points
car � r�r.�
/i \�nhic�iinrr loss than G.`QO/ - fl r�nintc
J
0
i i \Onhieyinn 710/ — 1 nnints
\ /iii \Orhio�iinrr
:73% 1'1 - nniRts
0 15 points
ID . GGntrnnt Vc�nr 1 I I}'I' -- n of ('`nn�ia� } Gant r/�/ tiF;g ee [?name _ i in
tG 15 points
vvTnr a vr ra�ttll car r�ttttvrrv�� -r�m v r�ti
/i \Onhio�iinry loss_ s than 50% - 0 nnints
/ii \�nhio�iinn 5,(10/ — '� � paints
to ..
55 %
0 PG
-
0 15 PGiRtS
C Gen nt V '� I Itili�atinn of GGRVontinn ting Gentor Mee C?nnmc
up te 15 PGORts
- u rcv��rnz� rr�rvrrv�ari-mz�
li\ Anhieyinn los j than 550/ - 0 nnints
- AGh 6 5% 15 PG -
F=. ('nntrant Vea ^ 3t�`atinn of GGRVnntinn (`QFter/ n
/i\ AnhieVinn los th �haR 555% — 0 paints
0
/iii\ GhioVing 65% 10 palms
/iv\ Anh meV;R9 70% 15 nnintc
(i )AGhieying less than 60% —.0 nnints
I /ii \Di+hicving 60% 7 nnints n
65 % 3.5 PGmRtG
0
Page 9 of 13
OnhieVinn loco than 36 - 0 points
(ii) AGhieViRg 0
Ge F; t raG t Year��T ation of Gc lnny _ up to 19 points
/i \Di►hio�iinn l ess than 65% - Q pnintc
/ii \Onhio�iinrr 650/ - Z pniptc
75 %
0 - 19 pGmRtS
/i \Anhi "o�iinrti loss than - n points
(iii)AGhiovipn 85 - 10 points
if gyrnn Garlylo Thea=eF asstill manag ye ar 2 nr 3 of the
nitial�nnR t erni, the follGW nritoria shall apply;
/i \Onhieying Ioc -,(1 paints
s �2
fjj \�nhio�iinrr
65 - 7 points
75% - 3.5 pGints
0
O GGntraGt Vna�Wtilizaatinn of R \/rn p G arlvlo - u to paints
(i )AGhieviRg lee tha40% - 0 points
40 - 2 paints
/15.0/ - 3.5S
1 0
/i \�r+hiovipn lace than 65% - A
paints
fjj \Onhio�iinn
65 - 7 p int
0i i)AGhiovipn 750/ - 3.5 po
95 %
(i )AGhieVinn loco thin 45 - 0 points
fjj io�iiv�rr
50 - 2 paints
\„ 0 3.5 pGonts
60 %
Page 10 of 13
FeF any renewal yeaFs, the parties shall mutually agree GR the 6GGFing and
-PeFGe tages for the °n n IRGentiy Tee
3. Marketinq and DrmmGtinn
A total Gf 6ip to thiFty five (35) peFGeRtage pGiRtG Will biQ AI.AVArded fE)F
fthe Cnnili�j basted n the fn GW nritorin-
m� -�v�rr �su�.� -v rr ATV �i-r�
A. Maple` n }i r`non� V�T
(`nrnnrnto Meeti /� tel n �P Dnintc\
. CzrFr
A s a� of total new hnnkinir6-
- d�9 -- - �-5
15% - 1 P nints
ninl D� eRt6 (g a eF ha peF6GR in +n 10
Dn � """ t "
0
:7 PG;RtS
15
(6ip,tG 15
As PeFG entage of tntnl new hnnlsin e
1 0% - 1 0 P nintS
• 0
B M k`t i nr an D FGmettGn - Ge-rnr ^nt VeaF 2
li\ (�nrnnrnto AAootinnc • (Up tn1 n DnintQ\
A s a ncrncntnnc of tntnl Rew hnolsin r s
3 nnin�y
ra ni "
e 2
Even t
\g Feat e r er- -marr 50,-- PerSnnS \• (Up t av -
Asap of +n+al Rew h .
1 - 3 r,�j
n
15% - 7 Pnin }c
X20 10 P nintc
i"1 peFG enta g e of tntnl new hnnkin .
15% 1 PGmRtS
20 - 1 P oints
e
Page 11 of 13
f
I
rri- - vrtre'r te b e GGns - a ,. aR E veR t ,GaRRp t � rra b.err
h eld at a Canility fnr the three /� '2�tiaFj p eRed p F i 9F4b the Gn RtFavt � Ar�r
vent will eRly be r�dcred and nni inti aT"eAked" if the hnnkiRg was
nitiated by Glebal (or , net by the G
la imarily by ci IGh GGFnpaReS nos R oss nrgaRizatien
,
4 MaoRtenange of FaG4 ice
A tGtal of up te five (5) PPFGeRtage points will be awarded Global
M TeRaRGe Drng -- mnin+cr»�e_ef ^Capital Girl iiPMeRt) Th G
p����� ' oinli i�finr ni irc i t n aR 4 �+s s user t 4 withO t mt -a+inr►
�ur�a�rir -« - �a-r�.n -vim {�--E. �--shall, li i ,
by the City MaRa ror
(c) Payment The Incentive Fee shall be payable to Global within 120 days
of the end of a Fiscal Year. Global will thereupon be entitled to deduct the amount of
such Fee from the account described in Section.5.6 hereof; provided that, to the extent
that Global projects that such a deduction would leave - insufficient funds in such
account to cover Operating Expenses for the remainder of the then- current fiscal
quarter, Global shall be entitled not to deduct all 'or a portion of such fee from such
account, and, upon notice thereof from Global, the City shall promptly pay Global the
amount of the Fee that has not been deducted from such account.
7. Concurrent with Global's execution of this Amendment No. 2, Global
shall contribute and remit to the City a cash contribution in the amount of $5,000., to be.
used by the City, in its sole discretion and judgment, toward. Miami.. -Beach
sustainability /green programs.
8. No Further Modifications. Except as provided, in this Amendment No. 2,
the Agreement remains unmodified and in full force and effect. All references to the
Agreement in the Agreement or in any other document referencing the Agreement shall
be deemed to refer to the Agreement as amended hereby.
Page 12 of 13
r
IN WITNESS WHEREOF, this Amendment' has been duly executed by
the parties hereto as of the day and year first above_ written.
A T: CITY OF MIAMI BEACH, FLORIDA
City Clerk a r
(� fh day of 0 , 2010.
LOBA PECTRUM, L.P.
ATTEST:
C ie O ratin Officer
� D
Secretary t `
�^
Prin am
Z` day of SQ r , 2011
APPROVED AS TO
FORM & LANGUAGE
& FnR EXECUTION
i A orne Date
Page-13&13