Agreement „ 18 &ULXA4%1-
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH, FLORIDA 2-02 —9-7140
AND
MCGLADREY, LLP
FOR
INDEPENDENT-AUDITING SERVICES
THIS AGREEMENT made and entered into this day of C�o r', 2012, by and
between the CITY OF MIAMI BEACH, FLORIDA (hereinafter referred to as City), a
municipal corporation, having its principal offices at 1700 Convention Center Drive,
Miami Beach, Florida, 33139, and MCGLADREY, LLP (hereinafter referred to as
Auditor or Consultant), a limited liability partnership authorized to do business in the
State of Florida, whose address is 100 NE 3rd Ave., Ste. 300 Fort Lauderdale, Fl.
33301-1155.
SECTION 1
DEFINITIONS
Agreement: This Agreement between-the City and Auditor/ Consultant.
City Manager: The Chief Administrative Officer of the City.
Auditor: For the purposes of this Agreement, Consultant shall be deemed
to be an independent contractor, and not an agent or employee of
the City.
Services: All services, work and actions by the Consultant performed
pursuant to or undertaken under this Agreement, as described in
Section 2 and Exhibit "A” hereto.
Fee: Amount paid to the Consultant to cover the costs of the Services.
Term: The Term of this agreement is for the audits of the fiscal years
ending September 30, 2012 and September 30, 2013. The fiscal
year begins on October. 1 and ends on September 30.
Risk Manager: The Risk Manager of the City, with offices at 1700 Convention
Center Drive, Third Floor, Miami Beach, Florida 33139, telephone
number (305) 673-7000, Ext. 6435, and fax number (305) 673-
7023.
Proposal Documents:
"Proposal Documents" shall mean City Request for Proposals No.
34-11/12 for Auditing Services to examine the City's Basic Financial
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Statements included in the City's Comprehensive Annual Financial Report
(CAFR), Federal Grant Programs and State Projects (OMB A-133 Single
Audit), the Miami Beach Redevelopment Agency's (RDA) Financial
Statements, the Parking System Fund's (PSF) Financial Statement,the Miami
Beach Visitor and Convention Authority's (VCA) Financial Statement, the
Miami Beach Convention Center Financial Statements, The Building Better
Communities Bond Program (BBC), The Children's Trust Program (CT), and
the Safe Neighborhood Parks and Bond Program (SNP), together with all
amendments thereto, issued by the City in contemplation of this Agreement,
and the Consultant's proposal in response thereto (Proposal); all of which are
incorporated as Exhibit "A" to this Agreement and made a part hereof;
provided, however that in the event of an express conflict between the
Proposal Documents and this Agreement, this Agreement shall prevail.
CAFR: Comprehensive Annual Financial Report
RDA: Miami Beach Redevelopment Agency
PSF: Miami Beach Parking System Fund
VCA: Miami Beach Visitors Convention Authority
BBC: Building Better Communities
CT: Children's Trust
SNP: Safe Neighborhood Parks Bond Program
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SECTION 2
SCOPE OF SERVICES (SERVICES)
2.1 GENERAL
The Consultant agrees to provide the City with those certain independent
auditing services, as set forth in the Proposal Documents (Exhibit "A" hereto),
and as further described in this Section 2.
2.2 MIAMI BEACH
A. CAFR — The Auditor will prepare and issue an auditor's opinion and
conduct an audit of the City's CAFR in accordance with Generally
Accepted Auditing Standards (GAAS) and the standards applicable to
financial audits contained in Government Auditing Standards, issued by
the Comptroller General of the United States (GAGAS).
The examination must be made in accordance with the guidelines
prepared by the Governmental Finance Officers Association (GFOA) in
order for the City to apply for the Certificate of Achievement for
Excellence in Financial Reporting.
The examination will include the governmental activities, the business-
type activities, the aggregate discretely presented component units, each
major fund, and the aggregate remaining funds of the City, except for the
City of Miami Beach Retirement System for Firefighters and Police
Officers, the City of Miami Beach Retirement System for General
Employees, the City of Miami Beach Retirement System for Unclassified
Employees and Elected Officials, the Firemen's Relief and Pension Fund,
and the Policemen's Relief and Pension Fund, which are audited by other
auditors.
Throughout the Term of this Agreement, the Auditor shall issue an audit
opinion to the City no later than 180 days following the end of the City's
fiscal year ends during the Term herein. For the purpose of this
Agreement, a City's fiscal year shall commence on October 1St, and end
on September 30th of the following year.
In order to comply with the delivery dates outlined above and throughout
this Agreement, prior to the start of each year's audit, the Auditor shall
meet with the City to mutually agree upon and establish dates for which
the City will close its books and records, including the recording of all
significant journal entries, and making available its books and records for
audit.
The Auditor shall issue an Independent Auditors' Report on Internal
Control over Financial Reporting and on Compliance.
The Auditor will provide guidance with the implementation of
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Governmental Accounting Standard Board (GASB) statements, as
necessary.
B. OMB A-133 Single Audit — The Auditor shall perform an audit in
accordance with OMB Circular A-133, Audits of States, Local
Governments, and Non-Profit Organizations, and Chapter 10.550, Rules
of the Auditor General of the State of Florida.
In addition to the Auditor's report described in Section 2.2 (A), the Auditor
will issue an Independent Auditors' Report on Compliance and Internal
Control over Compliance Applicable to each major Federal program and
State project, and Schedule of Findings and Questioned Costs.
The City will prepare the Schedule of Expenditure of Federal Awards and
State Financial Assistance.
The Auditor shall issue the single audit report and data collection form to
the City no later than 210 days following the end of the City's fiscal year
end during the Term of this agreement.
This is condition upon the City closing its books and records, including the
recording of all significant journal entries, and preparing a complete and
accurate schedule of expenditures of Federal awards and State financial
assistance, and making available its books and records to Auditor for
audit by December 1St, of each year of the Term of this Agreement, as
noted in Section 4.3. Any delays in the City's closing of its books and
records will extend the delivery date, referred to above, proportionately.
C. Management Letter in Accordance with the Rules of the Auditor
General of the State of Florida -
The Auditor shall issue a management letter to address the following and
any subsequent amendments made by the Auditor General:
• The City's compliance and internal controls or schedule of findings
and questioned costs, whether or not inaccuracies, shortages,
defalcations, fraud and/or violations laws, rules, regulations, and
contractual provisions reported in the preceding annual financial audit
report have been corrected.
• The City's compliance and internal controls or schedule of findings
and questioned costs, whether or not recommendations made in the
preceding annual financial audit report have been followed.
• Provisions of Section 218.415, Florida Statutes, regarding the City's
investment of public funds.
• The City's compliance and internal controls or schedule of findings
and questioned costs: (1) violations of laws, rules, regulations, and
contractual provisions that have occurred, or are likely to have
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occurred; (2) improper or illegal expenditures; (3) improper or
inadequate accounting procedures (for example, the omission of
required disclosures from the financial statements); (4) failures to
properly record financial transactions; and (5) other inaccuracies,
shortages, defalcations, and instances of fraud discovered by, or that
come to the attention of, the Auditor.
• Section 218.503(1), Florida Statutes, regarding financial
emergencies.
• The annual financial report for the City filed with the Department of
Financial Services pursuant to Section 218.32, Florida Statutes.
• The name or official title and legal authority for the primary
government and each component unit of the reporting entity be
disclosed in the management letter, unless disclosed in the notes to
the financial statements.
The Auditor firm shall issue a management letter to the City no later than
210 days following the end of the City's fiscal year ends during the Term
of this Agreement.
D. RDA — The City issues stand-alone basic financial statements for the
RDA, a blended component unit of the City. The Auditor will prepare and
issue an auditor's opinion and conduct an audit of the RDA basic financial
statements in accordance with GAAS and the standards applicable to
financial audits contained in Government Auditing Standards, issued by
the Comptroller General of the United States.
The financial statements, footnotes and supplementary information are to
be prepared by the City. The Auditor shall issue the RDA auditor's report
and the RDA basic financial statements to the City no later than 180 days
following each fiscal year end for the Term of this agreement.
E. PSF — The City issues stand-alone financial statements for the PSF, a
major enterprise fund of the City. The Auditor will prepare and issue an
auditor's opinion and conduct an audit of the PSF financials statements in
accordance with GAAS and the standards applicable to financial audits
contained in Government Auditing Standards, issued by the Comptroller
General of the United States.
The financial statements, footnotes and supplementary information are to
be prepared by the City. The Auditor shall issue the Auditor's report and
PSF basic financial statements to the City no later than 210 days following
the end of the PSF fiscal year ends, during the Term of this Agreement.
F. VCA — The City issues stand-alone basic financial statements for the
VCA, a discretely presented component unit of the City. The Auditor will
prepare and issue an auditor's opinion and conduct an audit of the VCA
financial statements in accordance with GAAS and the standards
applicable to financial audits contained in Government Auditing
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Standards, issued by the Comptroller General of the United States.
The financial statements, footnotes and supplementary information are to
be prepared by the City. The Auditor shall issue the VCA basic financial
statements to the City no later than 90 days following the end of each of
the City's fiscal years during the Term herein.
G. Special Purpose Financial Statements — The City issues special
purpose financial statements for the Miami Beach Convention Center. The
Auditor will prepare and issue an auditor's opinion and conduct an audit of
the special purpose financial statements in accordance with GAAS and
the standards applicable to financial audits contained in Government
Auditing Standards, issued by the Comptroller General of the United
States.
The financial statements, footnotes and supplementary information are to
be prepared by the City. The Auditor shall issue the special purpose
financial statements to the City no later than 90 days following the end of
each of the City's fiscal year during the Term herein.
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H. SNP — The SNP governing Miami Dade County Ordinance No. 96
requires that an annual independent audit of the schedule of expenditures
of the Safe Neighborhood Parks Bond Projects of the City of Miami
Beach, Florida, be conducted in accordance with GAAS and GAGAS.
The schedule of expenditures and the related notes are to be prepared by
the City. The Auditor shall issue the independent auditor's report to the
City no later than 90 days following the end of each City fiscal year during
the Term herein.
I. BBC — The BBC governing Miami-Dade County Ordinance No. 05-047
requires that an annual independent audit of the schedule of expenditures
of the Building Better Communities Bond Projects of the City of Miami
Beach, Florida, be conducted in accordance with GARS and GAGAS.
The schedule of expenditures and the related notes are to be prepared by
the City. The Auditor shall issue the independent auditor's report to the
City no later than 90 days following the end of each City fiscal year during
the Term herein.
�. CT — The Children's Trust grant agreements requires that an annual
independent audit of the schedule of expenditures of the Children's Trust
Grant Program of the City of Miami Beach, Florida, be conducted in
accordance with GAAS and GAGAS.
The schedule of expenditures and the related notes are to be prepared by
the City. The Auditor shall issue the independent auditor's report to the
City no later than 90 days following the end of each City fiscal year during
the Term herein.
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SECTION 3
COMPENSATION
3.1 FEE
Consultant shall be compensated for the Services, as set forth in the Proposal
Documents, and more specifically Section 2 and Exhibit"A" herein. Auditor shall only
be compensated for work performed and completed pursuant to the terms of this
Agreement, in accordance with the Fee Compensation Schedule, attached and
incorporated as Exhibit "B" hereto.
3.2 EQUAL BENEFITS FOR DOMESTIC PARTNERS
Consultant acknowledges that is required to complywith all applicable provisions
of the City Ordinance No. 2005-3494, which requires certain City consultants to provide
equal benefits for domestic partners (the Ordinance). This Ordinance applies to all
employees of a consultant who work within the City limits of the City of Miami Beach,
Florida, and the consultant's employees located in the United States, but outside of the
City of Miami Beach limits, who are directly performing work on a contract within the City
of Miami Beach. A copy of the City's Ordinance is attached as Exhibit "C" hereto.
Notwithstanding the preceding, it shall be Consultant's sole responsibility and obligation
to familiarize itself with this Ordinance, as well as any subsequent amendments thereto.
3.3 ADDITIONAL SERVICES TO BE SPECIFICALLY REQUESTED BY THE CITY
In the event that, during the Term of the Agreement,the City, in its sole discretion
and judgment, determines that there is a need for additional services not contemplated
within this Agreement, such services will be performed at the following hourly billing
rates, which will be adjusted each year, commensurate to each year's compensation
increase as set forth in Exhibit "B":
Hourly Billina Rates
Partner $300
Director 250
Manager 200
Senior 140
Staff 100
Additional services will only be performed by the Consultant following receipt of written o
to
from the City, which authorization must be secured prior
commencement of said service(s).
3.4 INVOICING
The Auditor shall be entitled to invoice monthly for the portion(s) of Services
completed. Upon review and approval of the invoice by the City, the City will make its
best efforts to pay the Auditor within thirty (30) days of the receipt of invoice.
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SECTION 4
GENERAL PROVISIONS
4.1 RESPONSIBILITY OF THE CONSULTANT
With respect to the performance of the Services, the Consultant shall exercise
that degree of skill, care, efficiency and diligence normally exercised by recognized
professionals with respect to the performance of comparable Services. In its
performance of the Services, the Consultant shall comply with all applicable laws,
ordinances, and regulations of the City, Miami-Dade County, State of Florida, and
Federal Government.
4.2 PUBLIC ENTITY CRIMES
A State of Florida Form PUR 7068, Sworn Statement under Section
287.133(3)(a) Florida Statute on Public Entity Crimes shall be filed with the City's
Procurement Division, prior to commencement of the Services herein.
4.3 TERM OF AGREEMENT (TERM)
The term of this Agreement shall be for a term of two (2)years, commencing with
the City Fiscal Year ending on September 30, 2012, and ending with the Fiscal Year
ending on September 30, 2013.
4.4 INDEMNIFICATION
The Auditor shall protect, defend, reimburse, indemnify, and hold harmless the
City and the City's officers, agents, and employees free and harmless from and against
any and all claims, losses, penalties, damages, settlements, costs, charges, attorneys'
or other professional fees, or other expenses or liabilities of every kind and character
arising out of or relating to any and all claims, liens, demands, obligations, actions, or
proceedings directly or indirectly arising out of or resulting from the mistakes or
negligence, gross negligence, willful, and wanton acts and the performance of this
Agreement by the Auditor, or its respective officers, employees, agents, servants,
partners, or principals. The Auditor agrees to investigate, respond, adjust, and provide
a defense for any such claims, demands, and actions, at the Auditor's sole expense and
agrees to bear and remain liable for all such other costs and expenses relating thereto,
even if such claim is groundless, false, orfraudulent. Notwithstanding the foregoing,the
Auditor's indemnity shall not extend to liability for damages to persons or property to the
extent such damage was caused by the sole and/or gross negligence of the City.
4.5 TERMINATION, SUSPENSION AND SANCTIONS
4.5.1 Termination for Cause
If the Consultant shall fail to fulfill, in a timely manner, or otherwise violates any of
the covenants, agreements, or stipulations material to this Agreement, the City shall
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thereupon have the right to.terminate this Agreement for cause. Prior to exercising its
option to terminate for cause, the City shall notify the Consultant of its violation of the
particular terms of this Agreement and shall grant Consultant ten (10)days to cure such
default. If such default remains uncured after ten (10) days, the City, upon three (3)
days' notice to Consultant, may terminate this Agreement, and the City shall be fully
discharged from any and all liabilities, duties and terms arising out of or by virtue of this
Agreement.
4.5.2 Termination for Convenience of City
The City may also, for its convenience and without cause, terminate this
Agreement at any time during the Term hereof, by giving written notice to Consultant of
such termination, which shall become effective thirty (30) days following receipt by the
Consultant of the written termination notice. Upon being notified of the City's election to
terminate, the Auditor shall refrain from performing further Services or incurring
additional expenses under the terms of this Agreement. In that event, all finished or
unfinished documents and any and all other materials, work, etc., prepared and/or
maintained by Consultant as a result of its Services pursuant to this Agreement, shall
be properly assembled and delivered to the City, at Consultant's sole cost and expense.
If the Agreement is terminated by the City as provided in this subsection, Consultant
shall be paid for any Services satisfactorily performed, as determined by the City and at
its discretion, up to the date of termination, provided, however, that as a condition
precedent to such payment, Consultant shall deliver any and all documents, materials,
etc. to the City, as required herein.
4.5.3 Termination for Insolvency
The City also reserves the right to terminate the Agreement in the event the
Consultant is placed either in voluntary or involuntary bankruptcy or makes an
assignment for the benefit of creditors. In such event, the right and obligations for the
parties shall be the same as provided for in Section 4.5.2.
4.5.4 Sanctions for Noncompliance with City Ordinances and/or
Nondiscrimination Provisions of Agreement
In the event of the Consultant's noncompliance with any City ordinance and/or
the nondiscrimination provisions of this Agreement, the City shall impose such
sanctions as the City, Miami-Dade County, and/or the State of Florida, deem
applicable and may determine to be appropriate including, but not limited to,
withholding of payments to the Consultant under the Agreement until the Consultant
complies, and/or cancellation, termination or suspension of the Agreement.
4.6 CHANGES AND ADDITIONS
Changes and additions to the Agreement shall be directed by a written
amendment signed by the duly authorized representatives of the City and Consultant. No
alteration, change, or modification of the terms of this Agreement shall be valid unless
amended in writing, signed by both parties hereto, and, as necessary, as approved by the
City Manager and/or City Commission (as required).
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4.7 INSURANCE REQUIREMENTS
Consultant shall obtain, provide and maintain during the term of the Agreement
the following types and amounts of insurance which shall be maintained with insurers
licensed to sell insurance in the State of Florida and have a B+ or higher rating in the
latest edition of AM Best's Insurance Guide. (Any exceptions to these requirements
must be approved by the City's Risk Management Department prior to implementation
of same):
1. Commercial General Liability: A policy including, but not limited to,
comprehensive general liability including bodily injury, personal injury, property
damage in the amount of a combined single limit of not less than $1,000,000
Coverage shall be provided on an occurrence basis. The City of Miami Beach
must be named as certificate holder and additional insured on policy.
2. Worker's Compensation: A policy of Worker's Compensation and Employers
Liability Insurance in accordance with State worker's compensation laws as
required per Florida Statutes.
3. Professional Liability: A policy including but not limited to error and omissions
with a limit of not less than $1,000,000.
Said policies of insurance shall be primary to and contributing with any other
insurance maintained by the Consultant or City, and shall name the City of Miami Beach
and its officers, agents and employees as an additional insured. Policies cannot be
cancelled without thirty (30) days prior written notice to the City.
The Consultant shall file and maintain certificates of all insurance policies with
the City's Risk Management Department showing said policies to be in full force and
effect at all times during the Term of the Agreement. No work shall be done by
Consultant during any period when it is not covered by insurance as herein required.
Such insurance shall be obtained from brokers or carriers authorized to transact
insurance business in Florida and satisfactory to City.
If any of the required insurance coverages contain aggregate limits, or apply to
other operations of the Consultant outside the Agreement, Consultant shall give City
prompt written notice of any incident, occurrence, claim settlement or judgment against
such insurance which may diminish the protection such insurance affords the City. The
Consultant shall further take immediate steps to restore such aggregate limits or shall
provide other insurance protection for such aggregate limits.
4.7.1 Failure to Procure Insurance
Consultant's failure to procure or maintain required insurance coverage shall
constitute a material breach of Agreement under which City may, at its sole option,
immediately terminate the Agreement.
4.8 ASSIGNMENT TRANSFER OR SUBCONTRACTING
The Consultant shall not subcontract, assign, or transfer any work under this
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Agreement in whole or in part, without the prior written consent of the City.
4.9 SUB-CONSULTANTS
The Consultant shall be liable for the Consultant's services, responsibilities and
liabilities under this Agreement and the services, responsibilities and liabilities of any
and all sub-consultants, and any other person or entity acting under the direction or
control of the Consultant including without limitation, any and all temporary personnel
provided in the City pursuant to the terms and conditions of the Agreement. When the
term "Consultant" is used in this Agreement, it shall be deemed to include any sub-
consultants and any other person or entity acting under the direction or control of
Consultant.
4.10 EQUAL EMPLOYMENT OPPORTUNITY
In connection with the performance of this Agreement, the Consultant shall not
discriminate against any employee or applicant for employment because of race,
color, religion, ancestry, sex, age, and national origin, place of birth, marital status,
physical handicap, or sexual orientation. The Consultant shall take affirmative action
to ensure that applicants are employed and that employees are treated during their
employment without regard to their race, color, religion, ancestry, sex, age, and
national origin, place of birth, marital status, disability, or sexual orientation.
4.11 CONFLICT OF INTEREST
The Consultant agrees to adhere to and be governed by the Metropolitan
Miami-Dade County Conflict of Interest Ordinance (No. 72-82), as amended; and by
the City of Miami Beach Charter and Code,which are incorporated by reference herein
as if fully set forth herein, in connection with the Agreement conditions hereunder.
The Consultant covenants that it presently has no interest and shall not acquire
any interest, direct or indirectly which should conflict in any manner or degree with the
performance of the Services. The Consultant further covenants that in the
performance of this Agreement, no person having any such interest shall knowingly be
employed by the Consultant. No member of, or delegate to, the Congress of the
United States shall be admitted to any share or part of this Agreement or to any
benefits arising therefrom.
4.12 NOTICES
All notices and communications in writing required or permitted hereunder may
be delivered personally to the representatives of the Consultant and the City listed
below or may be mailed by registered mail, postage prepaid (or airmailed if addressed
to an address outside of the city of dispatch).
Until changed by notice in writing, all such notices and communications shall be
addressed as follows:
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I
TO CONSULTANT: McGladrey & Pullen, LLP
Attn: Bob Feldmann
100 N.E. Third Avenue, Suite 300
Fort Lauderdale, FL 33301
(954) 462-6300
TO CITY: City of Miami Beach
Attn: Patricia Walker
Chief Financial Officer
1700 Convention Center Drive
Miami Beach, Florida 33139
(305) 673-7574
Notices hereunder shall be effective:
If delivered personally, on delivery; if mailed to an address in the city of dispatch, on the
day following the date mailed; and if mailed to an address outside the city of dispatch on
the seventh day following the date mailed.
4.13 LITIGATION JURISDICTIONIVENUE
This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal
action is necessary by either party with respect to the enforcement of any or all of the
terms or conditions herein, exclusive venue for the enforcement of same shall lie in
Miami-Dade County, Florida.
BY ENTERING INTO THIS AGREEMENT, THE CONSULTANT AND CITY
EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY
OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS
AGREEMENT.
4.14 ENTIRETY OF AGREEMENT
This Agreement and all exhibits hereto including, without limitation, the Proposal
Documents, shall embody the entire Agreement and understanding between the parties
hereto, and there are no other agreements and understandings, oral or written with
reference to the subject matter hereof that are not merged herein and superceded
hereby. The Proposal Document and the Auditor's engagement letter, included in
Exhibit"A"and "D', are hereby incorporated by reference into this Agreement provided,
however, that in the event of an express conflict between the Auditor's engagement
letter and this Agreement, the Agreement shall prevail.
4.15 COMPLIANCE WITH APPLICABLE LAWS
The Consultant, its subConsultants, agents and employees, including with out limitation,
any and all temporary personnel assigned to the City pursuant to this Agreement, shall
h all
comply with all applicable Federal, State, Miami-Dade County and City laws, and with
applicable rules and regulations promulgated by local, state and national boards, bureau
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and agencies as they relate to the Agreement and /or the provision of Services hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their appropriate officials, commencing on the last date of execution of the
agreement by the parties hereto.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
By:
Rafael E. Granado Ma i Herrera over
City Clerk Mayor
Date to
FOR AUDITOR: =INCORP ORq
GLADREY , LLP
ATTEST:
im 94A
Secretary Partner
Print Name Print Name
` b - to( - I-2°
Date Date
Attachments: Exhibit A — Request for Proposals No. 34-11/12, Addendum No. 1
thereto, and.Consultant's response thereto
Exhibit "B" — Fee Compensation
Exhibit "C" — City Ordinance No. 2005-3494, entitled "Requirement for
City Consultants to Provide Equal Benefits for Domestic Partners
Exhibit "D" —Auditor's Engagement Letter
APPROVED AS TO
FORM &LANGUAGE
&FOR EXECUTION
t
tomey � Date
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